Agenda packet — Eastvale City Council, September 27, 2023 (part 3 of 4)

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Limonite Gap Closure
PROJECT DESCRIPTION: Project will connect from 2,450 LF east of Hellman Ave to Archibald Avenue. The total length of the proposed project is approximately 3,200 LF including a bridge over the Cucamonga Creek. Both road and bridge will serve 4 lanes of traffic including bicycle and pedestrian facilities.

PROJECT STATUS: Construction Management service procured.

Contraction contract was awarded to Ortiz on July 26, 2023.

A notice to proceed was issued to Ortiz on August 30, 2023.

PROJECT SCHEDULE: Construction activities began on September 5, 2023 with a construction duration of 260 working days.

PROJECT MAP:

Proposed Limonite Ave Bridge
Proposed Pedestrian Bridge
366

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 3 of 17 ends

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Improvement of Bike Network Connectivity/ATP Trails PROJECT DESCRIPTION: Project will design and construct nearly 5 miles of trails running along Scholar Way and Harrison Avenue. The project will provide dedicated space for people to bike and walk from north Eastvale to the Santa Ana River Trail on the south.

PROJECT STATUS: Design contract was awarded to Mark Thomas. 30% plans and specifications have been delivered.

PROJECT SCHEDULE: Mark Thomas is going to start Phase 2 efforts consisting of developing construction documents.

PROJECT MAP:

367

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 4 of 17 ends

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Local Roadway Safety Plan (LRSP)
PROJECT DESCRIPTION: Project will identify and prioritize potential traffic safety improvements in the City as well as providing foundational information for submittal of future grant application.

PROJECT STATUS: Consultant was procured to prepare the report. Working on the background and data collection to reflect the City’s current policy and existing safety measure and most recent crash data.

PROJECT SCHEDULE: The draft report is currently under review and it is anticipated to be taken for receive and file in October 2023.

PROJECT MAP:

368

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 5 of 17 ends

PROJECT NAME: Citywide Retroreflective Backplate on Traffic Signal Indicator PROJECT DESCRIPTION: Project will design and install retroreflective backplate borders along backplates of traffic signal indicators at 39 signalized intersections to improve the visibility of signals.

PROJECT STATUS: Construction contract was awarded on January 11, 2023 Council meeting, and construction management service has been procured.

Contractor is working on necessary permits and ordering materials.

PROJECT SCHEDULE: Construction is complete. An NOC will be filed once the final inspection is completed.

PROJECT MAP:

369

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 6 of 17 ends

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Traffic Signal Dilemma Zone Detection and Mitigation PROJECT DESCRIPTION: Project will install advanced dilemma zone detection system and associated equipment in existing traffic signal cabinets at 16 signalized intersections to modify signal timing to improve safety for motorists approaching intersections.

PROJECT STATUS: CON allocation was approved by Caltrans. Construction bid was advertised, and it was closed on July 7, 2023.

PROJECT SCHEDULE: Construction Award- September 2023 The construction is estimated to commence in Q3 20 23.

PROJECT MAP:

370

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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PROJECT TYPE: Capital Improvements Project
PROJECT NAME: ADA Transition Plan
PROJECT DESCRIPTION: Program includes preparation and implementation of an ADA Self Evaluation Plan as required under the Americans with Disabilities Act (ADA). Future year funding will support removal of ADA barriers as identified in the Plan. Annual program to provide improvements focusing on ADA accessibility, including curb ramps and sidewalks throughout the City.

PROJECT STATUS: Proposals are under review.

371

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Archibald Avenue/Limonite Avenue Widening Project PROJECT DESCRIPTION: Street widening and safety project for Archibald Avenue from the City of Ontario limits south of the SCE easement, including the intersection at Limonite Avenue and portions of Limonite Avenue east and west of the intersection. The project looks to improve safety and overall circulation in conjunction with the improvements associated with the Homestead and Merge developments, and Limonite Gap Project. Components of the project include, but are not limited to, coordinating with SCE to relocate SCE high-tension support structures.

PROJECT STATUS: • Installation of new transmission poles is completed. • Existing poles were removed mid-July, allowing the Developers to start coordinating their construction schedules.
• Widening and street improvements have started on Se ptember 11, 2023 with an anticipated completion by end of the year .

PROJECT MAP:

LIMONITE AVE

ARCHIBALD AVE
372

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 9 of 17 ends

PROJECT TYPE: Residential Development
PROJECT NAME: Prado (TR 35751)
PROJECT LOCATION: Southeast corner of Schleisman Road and Cucamonga Flood Channel PROJECT DESCRIPTION: Improvements include a development of a gated community of 243 attached and detached single-family homes on approximately 19 acres.

PROJECT STATUS: All punch list items are complete, and the project is tentatively scheduled for the September council meeting for project acceptance.

PROJECT MAP:

SCHLEISMAN RD
373

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 10 of 17 ends

PROJECT TYPE: Commercial Development
PROJECT NAME: The Merge
PROJECT LOCATION: Northeast corner of Limonite Avenue and Archibald Avenue PROJECT DESCRIPTION: Improvements includes 26 gross acres.

PROJECT STATUS: Onsite and offsite improvements ongoing Grading completed for Pad 2
Developer is also responsible for improvements along Archibald Avenue which are currently underway.

PROJECT MAP:

ARCHIBALD AVE

LIMONITE AVE
374

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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PROJECT TYPE: Commercial Development
PROJECT NAME: The Ranch by Transwestern
PROJECT NUMBER: PW19-11322
PROJECT LOCATION: East end of Limonite Avenue west of the Cucamonga Creek PROJECT DESCRIPTION: Improvements include 20 gross acres including 2 light industrial warehouses.

PROJECT STATUS: Onsite and offsite improvements have been completed, the City and Developer are working together to close out the project.

PROJECT MAP:

CUCAMONGA CREEK

HELLMAN AVE
375

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 12 of 17 ends

PROJECT TYPE: Commercial Development
PROJECT NAME: Homestead
PROJECT NUMBER: PW20-10052
PROJECT LOCATION: Northwest corner of Limonite Avenue and Archibald Avenue PROJECT DESCRIPTION: Improvements include 55.86 gross acres consisting of six industrial buildings
PROJECT STATUS: Onsite and offsite improvements ongoing Developer is also responsible for improvements along Archibald Avenue which are currently underway.

PROJECT MAP:

LIMONITE AVE

ARCHIBALD AVE
376

EASTVALE PUBLIC WORKS

PROJECT UPDATES

Page 13 of 17 ends

PROJECT TYPE: Commercial Development
PROJECT NAME: Vantage Point Church
PROJECT NUMBER: PW15-1174
PROJECT LOCATION: Northeast corner of Archibald Avenue and Prado Basin Park Road PROJECT DESCRIPTION: Improvements include development of an approximate ly 85,000 sq. ft. church which includes a sanctuary, classrooms, cafe, and a bookstore on 10.43 acres.

PROJECT STATUS:

Phase 2 is anticipated to start soon, and the improvements will include the widening of Archibald Ave. Vantage Point Church has started working with City Staff to apply for the encroachment permit.

PROJECT MAP:

377

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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PROJECT TYPE: Commercial Development
PROJECT NAME: Hamner Place
PROJECT NUMBER: PW18-10712
PROJECT LOCATION: East of Hamner Avenue and Schleisman Road PROJECT DESCRIPTION: Improvements include 21.48 gross acres.

PROJECT STATUS: Onsite improvement ongoing
Heroes just opened onsite, the archway has been erected Hardscape is complete for the 7/11
PROJECT MAP:

HAMNER AVE
378

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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PROJECT TYPE: Commercial Development
PROJECT NAME: The Ranch (Parcel 14)
PROJECT NUMBER: PW20-10007
PROJECT LOCATION: East of Limonite Avenue west of the Cucamonga Creek PROJECT DESCRIPTION: Improvements include the development of 61,000 square foot industrial building.

PROJECT STATUS: Developer is working on utilities, as well as curb, gutter and asphalt work.

PROJECT MAP:

CUCAMONGA CREEK
379

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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PROJECT TYPE: Residential Development
PROJECT NAME: Eastwalk/ Leal
PROJECT NUMBER: PW22-1004
PROJECT LOCATION: Northwest corner of Limonite Avenue and Hamner Avenue PROJECT DESCRIPTION: 158.6 acre development that will include approximately 2500 residential units as well as plans for future commercial development PROJECT STATUS: Mass Grading is complete for Phase 1 of the project, Contractor and City are working on getting the Rough Grading plans completed to start the next step of the project, and coordinating utility plans to start the sewer onsite .

PROJECT MAP:
380

EASTVALE PUBLIC WORKS

PROJECT UPDATES

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HAMNER AVENUE

SCHOLAR WAY
58 TH STREET

LIMONITE AVENUE
381

AGENCY GRANT NAME PROJECT NAME GRANT AWARD MATCH DUE DATE STATUS California Transportation
Commission/California
Department of Transportation
ATP: Active Transportation Project
Cycle 4
Improvement of Bike Network Connectivity
$ 6,471,000.00 $ 1,620,000.00 Grant request has been
approved. The project is currently
under design.

California Transportation
Commission/California
Department of Transportation
LPP: Local Partnership Program Limonite Gap Closure Project 9,475,000.00 $ - $ Award construction by late 2023
Grant request has been
approved. Allocation for
construction funds was
requested and approved.

California Department of
Transportation
HSIP: Highway Safety
Improvement Program Cycle 10
Advanced Dilemma Zone Detection
712,800.00 $ - $ CON allocation was approved.

The project will be advertised for
construction soon.

California Department of
Transportation
HSIP: Highway Safety
Improvement Program Cycle 10
Retroflective Backplate for Signals
278,100.00 $ - $ Construction contract was
awarded in January 2023. Under
Construction
California Department of
Resources Recycling and
Recovery
CalRecycle: Rubberized Pavement
Grant TRP 13
Annual Overlay Project
$ 174,999.00 $ - March 30, 2024 Grant request has been
approved. Extension request
submitted.

South Coast AQMD Mobile
Source Air Pollution Reduction
SCAQMD/MSRC Contract
ML18064
Electric Medium Duty Vehicle Purchase $ 51,722.00 $ 51,722.00 April 1, 2023 Extension to be submitted based on lack on inventory.

South Coast AQMD Mobile
Source Air Pollution Reduction
SCAQMD/MSRC Contract
ML16040
Electric Vehicle Charging Stations $ 12,500.00 $ 12,500.00 July 5, 2023 Under design U.S. Department of Housing
and Urban Development
Community Development Block
Grant
ADA Transition Plan $ 196,130.00 $ - June 30, 2024 Under design CAL FIRE Resource Management Grant City of Eastvale Urban Forestry Management $ 249,925.00 $ 60,024.00 March 30, 2024 Under design USDOT: Department of
Transportation
Congressman Calvert: 2023
Transportation and Infrastructure
Appropriations Bill
Limonite Gap Pedistrian Bridge 1,600,000.00 $ 400,000.00 $ Riverside County
Transportation Commission
2023 Western Riverside County
Regional Arterials Limonite Gap Closure 13,500,000.00 $ $ 13,500,000.00

AGENCY GRANT NAME PROJECT NAME GRANT AWARD MATCH ANNOUNCE DATE STATUS California State Library Building Forward Library
Infrastructure Program Library Up to 10M September 2023 Application in review California Department of
Resources Recycling and
Recovery
CalRecycle Rubberized Pavement
(TRP) Grant Program Annual Overlay Project
Up to $250,000 December 2023 Application in review

PUBLIC WORKS GRANTS SUMMARY

GRANTS AWARDED

GRANTS IN PROGRESS
382

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.7
September 27, 2023
City of Eastvale Crime Statistics - July 2023
Prepared By:

Eva Terekhova, Emergency Management Specialist
Recommended Action(s)
Staff recommends that the City Council receive and file the Eastvale Crime Statistics for July 2023.

Summary
The City Council requested staﬀ to collaborate with the Riverside County Sheriﬀ's Department to develop a crime sta(s(cs document that would reﬂect selected Part I and Part II crime data for the City of Eastvale. Intended to show month-to-month crime sta(s(cs, the document will assist in determining appropriate staffing levels for law enforcement services.

Background
In May 2017, City Council directed staﬀ to coordinate with the Riverside County Sheriﬀ's Department to request and obtain monthly crime sta(s(cs for the City of Eastvale. The primary intent of the request was to determine appropriate staﬃng levels during the City's contract nego(a(ons with the Sheriﬀ's Department. Over several weeks, the city manager and staﬀ worked collabora(vely with Riverside County Sheriﬀ's Department administra(on and management to obtain crime statistics that could be shared with the public on a regular basis.

Upon receiving the data, the Riverside County Sheriﬀ's Department advised staﬀ that the data provided would be reﬂec(ve of the previous month, or thirty days behind the current month; and that the report would need to include a disclaimer identifying the data as preliminary and raw.

At the July 26, 2017 mee(ng, City Council recommended that staﬀ add columns reﬂec(ve of felony and misdemeanor arrests. During the September 26, 2017 mee(ng, City Council recommended staﬀ add traﬃc viola(ons/cita(ons data and the total calls for service broken down per month. Crime sta(s(cs that were released in the (me that passed since the last mee(ng of the City Council are 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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383
attached.

Environmental
Crime sta(s(cs are not a project pursuant to the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: N/A
| Target #: N/A
| Goal #: N/A
N/A
Fiscal Impact
This request has no fiscal impact.

Prior City Council/Commission Action
July 25, 2017: Approved by the Public Safety Commission September 26, 2017: Approved by City Council
Attachment(s)
Attachment - July 2023 Eastvale Crime Statistics

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City of Eastvale
Crime Statistics
July 2023

Violent Crime Statistics

VIOLENT CRIMES
ESTIMATED 2023 POPULATION = 69,929

JUL
2023
CRIME
RATE
PER
1000
JUL
2022
CRIME
RATE
PER
1000
JUN
2023
CRIME
RATE
PER
1000
MAY
2023
CRIME

RATE PER
1000
APR
2023
CRIME

RATE PER
1000

YEAR TO
DATE
2023

YEAR TO
DATE
2022
YEAR
TO
DATE
2021
HOMICIDE 0 0 0 0 0 0 0 0 0 0 0 2 1
RAPE 0 0 1 0.01 0 0 2 0.03 4 0.06 8 6 2
ROBBERY 3 0.04 5 0.07 5 0.07 2 0.03 2 0.03 17 24 23

AGGRAVATED
ASSAULT 12 0.17 6 0.09 12 0.17 6 0.09 5 0.07 49 63 51
ARSON 0 0 0 0 0 0 0 0 1 0.01 2 1 0

TOTAL 15 N/A 12 N/A 17 N/A 10 N/A 12 N/A 76 96 72
YEAR POPULATION TOTAL CALLS FOR SERVICE/FILE #S
2022 69,929 26,411
2021 67,626 25,104
2020 66,413 23,778
2019 66,078 24,587
2018 64,855 28,383
2017 64,613 32,295
LEGEND
▪ All data in this report was retrieved from the Riverside Sheriff’s Office (RSO) Data Warehouse Reports system. The figures represented are dynamic and subject to change based on the rate at which information is composed and entered in the Data Warehouse system.
▪ Source of population data: State of California, Department of Finance. ▪ “Total calls for service/file #s generated” encompass ALL call types inclusive of the ones listed and not listed on this chart.
▪ Year to Date (YTD) is calendar year.

TOTAL CALLS FOR SERVICE/FILE #S GENERATED
YEAR: 2023 POPULATION: 69,929 TOTAL YTD: 15,323

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
1,929 2,066 2,349 2,495 2,056 2,100 2,328
Non-Violent Crime Statistics

PROPERTY CRIMES
ESTIMATED 2023 POPULATION = 69,929

JUL
2023
CRIME
RATE
PER
1000
JUL
2022
CRIME
RATE
PER
1000
JUN
2023
CRIME
RATE
PER
1000
MAY
2023
CRIME
RATE
PER
1000
APR
2023
CRIME

RATE PER
1000

YEAR TO
DATE
2023

YEAR TO
DATE
2022

YEAR TO
DATE
2021
BURGLARY 16 0.23 5 0.07 7 0.10 20 0.29 8 0.11 89 146 158 VEHICLE THEFT 24 0.34 11 0.16 23 0.33 40 0.57 7 0.1 130 147 140 LARCENY THEFT 70 1.00 68 0.97 86 1.23 103 1.47 71 1.02 522 940 601 MAIL THEFT 4 0.06 2 0.03 4 0.06 3 0.04 5 0.07 29 33 69
INJURY TCS 5 0.07 5 0.07 11 0.16 10 0.14 11 0.16 66 134 136 FELONY ARREST 18 0.26 20 0.29 22 0.31 13 0.19 21 0.3 128 243 227

MISDEMEANOR
ARREST 24 0.34 46 0.66 27 0.39 34 0.49 31 0.44 205 438 243

TRAFFIC
CITATIONS 412 5.89 515 7.36 261 3.73 275 3.93 671 9.6 2,984 4,451 3,674

TOTAL 573 N/A 672 N/A 498 N/A 498 N/A 825 N/A 4,153 6,532 5,248 385

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.8
September 27, 2023
Le)er of Support for Riverside County to Fully Underground the Riverside Transmission Reliability Project (RTRP)
Prepared By:

Stephanie Vasquez, Assistant to the City Manager
Recommended Action(s)
Staﬀ recommends that City Council approve a le
er of support to have Riverside County Fully
U
nderground the Riverside Transmission Reliability Project (RTRP)

Summary
On Tuesday, May 10, 2022, the Riverside City Council discussed the Riverside Transmission
Reliability Project
, which will construct above-ground transmission lines along the Santa Ana River.

This project will nega/vely impact aesthe/cs, natural resources, recrea/onal opportuni/es, ﬁre safety, and property values in the cities in which the above-ground powerlines will be located.

The City of Eastvale understands that the RTRP has been considered several /mes over the last two decades by the CPUC. However, the circumstances related to how the project will be built have changed radically since the 2020 decision that approved the project. Communi/es are threatened by wildﬁres to an extent never seen in the past. Figh/ng those ﬁres, has become one of the major undertakings of the state and local communi/es. Overhead transmission lines limit ﬁreﬁghters from using planes and helicopters to ﬁght the ﬁres. These air a ack resources are cri/cal to stopping the
spread of wildﬁres. Overhead transmission lines can be the cause of the conﬂagra/ons. The City of Eastvale supports a Full Undergrounding of Riverside Transmission Reliability Project.

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Background
The RTRP Project originated in 2004 with the goal of providing the city of Riverside with a second means of connec/on to the state's u/lity grid. This new connec/on is planned with the construc/on of high-voltage electricity transmission lines and some limited underground por/ons from western Riverside, through county unincorporated areas, northeastern Norco, Eastvale and Jurupa Valley. A two-mile segment through Jurupa Valley is planned for undergrounding as a result of previous legal action.

Since the incep/on of this project, ci/es have expressed support for the goals of the city of Riverside, while at the same /me expressing strong opposi/on to the construc/on of the overhead power lines. The construc/on of hazardous above-ground transmission lines across a ﬁre-prone area along the Santa Ana River, a prime recrea/onal des/na/on, is of great and very serious concern.

Undergrounding is a priority in wildﬁre-prone California, but increasingly vola/le weather events of all kinds, which are sure to intensify in the future, are bringing new a en/on to undergrounding
major transmission lines everywhere. In addi/on to concerns over ﬁre and other natural disasters, the project will dispropor/onately impact disadvantaged communi/es while crea/ng visual scarring and other adverse impacts to the environment.

In early 2023, the Riverside City Council took ac/on to form a Working Group of stakeholders from Riverside, Norco, and state and federal legisla/ve delega/ons to pursue funding for the RTRP undergrounding.

Environmental
Not applicable.

Strategic Plan Action - Priority Level: N/A
| Target #: N/A
| Goal #: N/A
Not Applicable.

Fiscal Impact
Not applicable.

Prior City Council/Commission Action
No prior City Council action.

Attachment(s)
Attachment 1 - RTRP Letter of Support
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387
August 28, 2023
Alice Bushing Reynolds, President
Genevieve Shiroma, Commissioner
Darcie L. Hauck, Commissioner
John Reynolds, Commissioner
Karen Douglas, Commissioner
505 Van Ness Ave.

San Francisco, CA 94102
Re: A.15-04-013 – Full Undergrounding of Riverside Transmission Reliability Project Dear Madame President and Commissioners
We write this letter in support of efforts by our communities in Riverside county to fully underground the Riverside Transmission Reliability Project (RTRP). We understand the need for this project and in no way want to stand in the way of construction of the project.

However, we have become quite concerned about how it is to be built, and where it is to be constructed.

We understand that the RTRP has been considered several times over the last two decades by the CPUC. However, we believe that the circumstances related to how the project will be built have changed radically since the 2020 decision that approved the project. Our communities are now seriously threatened by wildfires to an extent never seen in the past. Fighting those fires, as you know, has become one of the major undertakings of our state and local communities. Overhead transmission lines limit firefighters from using planes and helicopters to fight the fires. Yet these air attack resources are critical to stopping the spread of wildfires. Even worse, overhead transmission lines can be the cause of the conflagrations.

Another issue that has gained in prominence since your last review relates to the fact that the location of the project tends in some cases to run through the poorest of our communities. We believe that undergrounding the project would reduce the impacts on those affected communities.

While we understand the Commission’s desire to avoid unnecessary costs and keep utility rates as affordable as possible, it is important to recognize that the financial impacts of full undergrounding on our communities will be very slight indeed. It is estimated that the costs of fully undergrounding this project by replacing the remaining 5 miles of overhead lines, when allocated to all transmission customers by the California System 388
Operator (CAISO), will require an increase in residential rates of a small fraction of one dollar per year for each customer. Given the substantial risks and costs associated with damage from wildfires, and the cost of fighting such fires, that minimal cost appears to be a very reasonable investment.

Please support full undergrounding of the RTRP for our communities.

Sincerely,
Todd Rigby
Mayor
City of Eastvale
CC: The Honorable Ken Calvert, Congress District 42
The Honorable Norma Torres, Congress District 35
The Honorable Richard Roth, Senate District 31
The Honorable Sabrina Cervantes, Assembly District 58
The Honorable Bill Essayli, Assembly District 63
389

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.9
September 27, 2023
Acceptance of Public Improvements of Tract Map 35751, Lennar Homes of California, Inc. - Southeast Corner of Schleisman Road and Cucamonga Creek Channel
Prepared By:

Jimmy Chung, Public Works Director/City Engineer
Recommended Action(s)
Staﬀ recommends that the City Council adopt a Resolu on accep ng as complete the Public Improvements for
Tract Map 35751
(Prado Condominium Development PW18-10189).

Summary
Lennar Homes of California, Inc. entered into a Subdivision Improvement Agreement with the City of Eastvale, on October 10, 2018 for
Tract Map 35751
. The City’s Public Works staﬀ completed
inspec ons of the public improvements and is recommending that improvements be accepted at this me. The public improvements include but are not limited to, asphalt pavement, curb, gu8er, sidewalk, landscaping, street lights, utilities and other drainage facilities.

Background
Lennar Homes of California, Inc., completed the project in 2023 and worked with Public Works staﬀ on the items necessary for project closeout. Public Works staﬀ completed their ﬁnal inspec on July, 2023, and found all improvements meet the City standards. The public improvements include but are not limited to, asphalt pavement, curb, gu8er, sidewalk, landscaping, street lights, u li es and other drainage facilities.

Upon acceptance, the improvements will automa cally enter into a one-year warranty period as required by the Subdivision Improvement Agreement. The City of Eastvale (security holder) will 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
390
exonerate the remaining improvement securi es related to this project in accordance with the Subdivision Improvement Agreement as follows, provided that the developer pays any outstanding accounts receivable prior to Council acceptance:

Tract Map 35751
Security to be Exonerated
Amount
Time of Release
Date
Faithful Performance Security
$554,500.00
After Council Acceptance
August 23,
2023
Labor & Material (Payment)
Security
$277,250.00
180 Days After Council
Acceptance provided no claims
have been filed.

February 2024
Warranty Security
$ 55,500.00
365 Days after Council
Acceptance; provided that all
warranty issues are satisfied.

August, 2024

Environmental
Tract Map 35751 was previously evaluated in accordance with the California Environmental Quality Act (CEQA). This tract has been constructed and the improvements associated with Tract Map 35751 do not require any additional environmental analysis or determination.

Strategic Plan Action - Priority Level: 1A
| Target #: 3
| Goal #: 3
Create value-added development.

Fiscal Impact
This project was funded from PW 18-10189 developer's deposit account.

There is no fiscal impact at this time. Long term maintenance of the streets and appurtenances is the City’s obligation and funding from Special Revenue Funds, such as Measure A or Gas Tax, will be used to meet this obligation.

Prior City Council/Commission Action
On October 10, 2018, City Council approved the Final Map for Tract 35751

Attachment(s)
Attachment 1 - Vicinity Map

Attachment 2 - Resolution 23-XX

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Vicinity Map
Tract Map 35751
Prado Condominium Development
N
Schleisman Rd
392
RESOLUTION NO. 23-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, ACCEPTING THE PUBLIC IMPROVEMENTS ASSOCIATED WITH TRACT MAP 35751 PRADO CONDOMINIUM DEVELOPMENT (PW18-10189)
WHEREAS, Lennar Homes of California, Inc. proposed a development of Tract Map 35751 which included, in part, the construction of public improvements; and WHEREAS, in October 2018, the City Council approved the final map for Tract Map 35751 and had not accepted the public improvements; and WHEREAS, upon incorporation, Tract Map 35751 is located within the City of Eastvale; and
WHEREAS, Lennar Homes of California, Inc. completed the public improvements and the City is ready to accept the improvements; and
THEREFORE BE IT RESOLVED AND ORDERED that the City Council of the City of Eastvale hereby accepts the completed required public improvements subject to the conditions of the Subdivision Improvement Agreements for the following project:
 Tract Map 35751 (Prado Condominiums), Lennar Homes of California, Inc.

BE IT FURTHER RESOLVED AND ORDERED that the City Council of the City of Eastvale, hereby directs staff to file a Notice of Completion for said improvement.

PASSED, APPROVED AND ADOPTED this 27th day of September, 2023. __________________________________________
Todd Rigby
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk/Communications Director
393

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk/Communications Director of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 23-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 27 th day of September 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk/Communications Director
394

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.10
September 27, 2023
Purchase and Upﬁ,ng of Three Light-Duty Trucks for use by City of Eastvale - Public Works Staff
Prepared By:

James DeMonaco, Public Works Maintenance Coordinator
Recommended Action(s)
Staff recommends that the City Council:
1 .

Approve the purchase and upﬁ#ng of two (2) F-150/1500 Medium Duty pickup trucks (or equivalent half-ton pickup trucks, per vehicle availability and staﬀ speciﬁca0ons) and one (1) F-250/2500 Heavy Duty pickup truck (or equivalent three-quarter-ton pickup truck, per vehicle availability and staﬀ speciﬁca0ons) in an amount not to exceed $180,000 (including all necessary options and equipment to facilitate Public Works activity); and 2 .

Determine compliance with the formal bidding process is not in the best interest of the City and authorize City staﬀ to u0lize the informal compe00ve bidding process for this purchase and upfitting; and
3 .

Authorize the City Manager to execute the necessary agreements and purchase orders; Summary
The Fiscal Year 2023/24 budget includes funding for the addi0on of three vehicles for Public Works staﬀ to facilitate the execu0on of their roles. The Maintenance Opera0ons Manager and the Maintenance Coordinator both require half-ton pickup trucks similar to Ford F-150 Medium Duty pickup trucks (or equivalent, per vehicle availability and staﬀ speciﬁca0ons) equipped with ﬂashing indicator/warning lights, tow package, and City graphics. The Public Works Superintendent requires 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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395
a one-and-half-ton pickup truck with bed retroﬁt to store and carry all tools and equipment for public right of way maintenance. However, previously requested and approved budget did not account for the bed retroﬁt costs so staﬀ will request a budget increase during mid-year. For the 0me being, an F-250 Heavy Duty pickup truck (or equivalent one-ton pickup truck, per vehicle availability and staﬀ speciﬁca0ons) equipped with ﬂashing indicator/warning lights, tow package, and City graphics will be purchased. The mid year request will include an addi0onal truck purchase so that the 1.5 ton pickup truck purchase and retroﬁt can take place while the Public Works Superintendent is utilizing the 1 ton truck.

Inability of current vehicle vendor to 0mely deliver the required vehicles is driving this request to council to allow staﬀ to seek out any dealers that have the trucks in stock and nego0ate directly.

The City u0lized the direct nego0a0on process recently (as approved by City Council) for the purchase of Building Safety trucks and a new Police Commercial Enforcement truck.

Background
In the past two years, the Public Works department has requested approval to purchase four vehicles in total for use by the staﬀ in the department to facilitate them in the performance of their du0es and improve public safety on roadways, sidewalks, residen0al neighborhoods, and publicly maintained facili0es and landscaped areas. These vehicles were ordered through the Na0onal Auto Fleet Group, a Sourcewell approved vendor, but to date we have only taken delivery of one of these vehicles.

Due to manufacturer inventory not mee0ng the number of orders received by the Na0onal Auto Fleet Group and other vendors, the vehicle orders ini0ated by the Public Works department have been cancelled. The budgets for these vehicles remain intact, and Public Works is seeking to broaden the search for these vehicles and allow for price increases from inﬂa0on as well as the fluctuating vehicle pricing since the original Council approvals.

The need for these vehicles grows daily as the Public Works team has been relying on borrowing vehicles from other departments and the use of their own personal vehicles. Personal vehicles are mostly inadequate for the performance of these du0es and should be avoided due to various concerns. Borrowing vehicles from other departments greatly reduces the department’s ability to quickly mobilize and perform work du0es, which can increase the 0me to respond to resident requests as well as present safety concerns when responding to an accident affecting the roadway.

These vehicles are vital for towing arrow boards, message boards, and speed feedback sign trailers, mobilizing traﬃc control devices such as cones, barricades, signs, delineators, transpor0ng materials and tools for both roadway and facility maintenance such as asphalt, sand, plywood, shovels, pressure washers, etc., and for picking up larger illegally dumped items such as maIresses and refrigerators. The upﬁ#ng of these vehicles greatly improves the visibility and safety of the vehicles while se#ng up traﬃc control devices, conduc0ng lane closures, and protects both the drivers on the road as well as Public Works employees and contractors.

Due to the nature of vehicle purchasing and the current new and used vehicle market, staﬀ is reques0ng City Council approve the u0liza0on of the informal compe00ve bidding process (4.06.060) rather than the formal bidding process (4.06.070) for procuring these vehicles and equipment. Sec0on 4.06.080 (i) allows for an exemp0on from the formal bidding process when “the 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
396
city council determines compliance with the bidding procedures is not in the best interest of the city.” Currently, there are no vehicles with the required speciﬁca0ons available for order through the coopera0ve purchasing agreement process previously used by the City. Future vehicle availability and manufacturing 0melines are undetermined. Addi0onally, although vehicles with the required speciﬁca0ons are available in the local new and used market, requiring dealers to adhere to the City’s formal bidding process is likely to result in few submiIals and/or submiIals with quotes higher than market value. Using the compe00ve informal bidding process (4.06.060) will allow staﬀ to solicit informal quotes from dealers across Southern California who are expected to have the desired vehicle in stock. The vehicle purchase will be awarded to the lowest responsive vendor. The same process will be used for vehicle upfitting.

Environmental
Vehicle purchases are not considered a Project as deﬁned by the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: N/A
| Target #: A
| Goal #: N/A
Target A, “Public Safety” & “Staff Safety”
Fiscal Impact
Total ﬁscal impact for the purchase and upﬁ#ng of these three vehicles is not to exceed $180,000.

Funds were requested in the proposed 2023-24 budget account 600-500-6610, vehicles will include gas and maintenance; staﬀ es0mates these costs to total $10,000 to $20,000 per year, depending upon the maintenance needs of the vehicle. The General Fund will be required to contribute to the opera0ng costs and appropria0ons are included in the ﬁscal year 2023-24 budget under the Vehicle Operations/Gas account 100-500-6330.

Prior City Council/Commission Action
July 26, 2023 – Agenda Item No. 11.7 – City Council approved a purchase order for Na0onal Fleet Auto Group in an amount not to exceed $100,000.00 to purchase one (1) service bed truck for use by Eastvale Public Works and to authorize the City Manager to execute all necessary documents to complete the purchase.

November 9, 2022 – Agenda Item No. 11.6 – City Council approved a change order to purchase order for Na0onal Fleet Auto Group from $60,283.02 to $68,736.01 to purchase one (1) 2022 pickup truck for Public Works Division Staﬀ and to authorize the City Manager to execute all necessary documents to complete the purchase.

June 8, 2022 – Agenda Item No. 11.3 – City Council approved a purchase order for Na0onal Fleet Auto Group in an amount not to exceed $37,000.000 to purchase one (1) 2022 pickup truck for Public Works Division Staﬀ and to authorize the City Manager to execute all necessary documents to complete the purchase. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
397
March 23, 2022 – Agenda Item No. 11.11 – City Council approved a purchase order for National Fleet Auto Group in an amount not to exceed $61,000.00 for one (1) medium duty pickup truck for the Public Works Department and to authorize the City Manager to execute all necessary documents to complete the purchase.

Attachment(s)
Attachment 1 - Sample F-150 Medium Duty Truck Vehicle Quote

Attachment 2 - Sample F-250 Heavy Duty Truck Vehicle Quote

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
398
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 2/10 One Unit
(MSRP)
One Unit Total %
Savings
Extended
Unit's (2)
Total
Savings
Contract Price $49,060.00 $45,186.64 7.895 % $90,373.28 $7,746.72 PKF13009 & PKF13112
Tax (7.7500 %) $3,501.96 $7,003.92
Tire fee $8.75 $17.50
Transportation $329.00 $658.00
Total $49,026.35 $98,052.70
Jesse Cooper Quoting Department
Account Manager Account Manager
Email: [email protected] [email protected] Office: (855) 289-6572 (855) 289-6572
Fax: (831) 480-8497
9/6/2023 Quote ID: 25499RL
Order Cut Off Date: TBA
Mr James DeMonaco
Eastvale Public Works
12363 Limonite Ave
Eastvale, California, 91752
Dear James DeMonaco,
National Auto Fleet Group is pleased to quote the following vehicle(s) for your consideration.

Two (2) New/Unused (2023 Ford F-150 (X1E) XL 4WD SuperCab 6.5' Box 145" WB, PKF13009 & PKF13112 ) and delivered to your specified location, each for
- per the attached specifications.

This vehicle(s) is available under the Sourcewell Contract 091521-NAF . Please reference this Contract number on all purchase orders to National Auto Fleet Group. Payment terms are Net 20 days after receipt of vehicle.

Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call.

Sincerely,
399
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 3/10

Purchase Order Instructions & Resources

In order to finalize your purchase please submit this purchase packet to your governing body for a purchase order approval and submit your purchase order in the following way:

Email: [email protected]
Fax: (831) 480-8497
Mail: National Auto Fleet Group
490 Auto Center Drive
Watsonville, CA 95076

We will send a courtesy confirmation for your order and a W-9 if needed.

Additional Resources
Learn how to track your vehicle: www.NAFGETA.com Use the upfitter of your choice: www.NAFGpartner.com Vehicle Status: [email protected] General Inquiries: [email protected]

For general questions or assistance please contact our main office at:
1-855-289-6572
400
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 4/10 Vehicle Configuration Options
ENGINE
Code Description
99P Engine: 2.7L V6 EcoBoost, -inc: auto start-stop technology, 3.55 Axle Ratio

TRANSMISSION
Code Description
44G Transmission: Electronic 10-Speed Automatic, (STD)
WHEELS
Code Description
64C Wheels: 17" Silver Steel, (STD)
TIRES
Code Description
___ Tires: 265/70R17 BSW A/T, (STD)

PRIMARY PAINT
Code Description
YZ Oxford White

SEAT TYPE
Code Description
AS Black w/Medium Dark Slate, Vinyl 40/20/40 Front Seat

AXLE RATIO
Code Description
X19 3.55 Axle Ratio

ADDITIONAL EQUIPMENT
Code Description
43A Ford Co-Pilot360 2.0, -inc: Reverse Brake Assist, BLIS w/Cross-Traffic Alert 53A
Trailer Tow Package, -inc: Towing capability up to TBD lbs, tailgate LED, Class IV Trailer Hitch Receiver, towing capability up to TBD lbs, on 3.3L V6 PFDI engine (99B) and 2.7L EcoBoost engine (99P) or up to TBD lbs, on 3.5L EcoBoost engine (998) and 5.0L V8 engine (995), 7/4-pin connector, class IV trailer hitch receiver, smart trailer tow connector ( BLIS w/trailer tow coverage where BLIS is available), Integrated Trailer Brake Controller 53B
Class IV Trailer Hitch Receiver, -inc: towing capability up to TBD lbs, on 3.3L V6 PFDI engine (99B) and 2.7L EcoBoost engine (99P) or up to TBD lbs, on 3.5L EcoBoost engine (998) and 5.0L V8 engine (995), 7/4-pin connector, class IV trailer hitch receiver, smart trailer tow connector ( BLIS w/trailer tow coverage where BLIS is available) 401
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 5/10 67T Integrated Trailer Brake Controller
413 Skid Plates, -inc: fuel tank, transfer case and front differential 54R Power Glass Heated Sideview Mirrors, -inc: manual folding, turn signal and black skull caps, Auto-Dimming Rearview Mirror
59S LED Sideview Mirror Spotlights, -inc: high-intensity LED security approach lamps 924 Rear Window Fixed Privacy Glass w/Defroster
57Q Rear Window Defroster
96W Tough Bed Spray-In Bedliner

OPTION PACKAGE
Code Description
101A Equipment Group 101A Standard
402
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 6/10 2023 Ford F-150 XL 4WD SuperCab 6.5' Box 145" WB

CODE MSRP
X1E $42,995.00

99P $1,285.00
44G $0.00
64C $0.00
___ $0.00
YZ $0.00
AS $0.00
X19 $0.00
43A $655.00
53A $1,325.00
53B INC
67T INC
413 $160.00
54R $305.00
59S $175.00
924 $320.00
57Q $0.00
96W $595.00
101A ($750.00)
2023 Fleet/Non-Retail Ford F-150 XL 4WD SuperCab 6.5'
Box 145" WB

WINDOW STICKER

MODEL
2023 Ford F-150 XL 4WD SuperCab 6.5' Box 145" WB

OPTIONS
Engine: 2.7L V6 EcoBoost, -inc: auto start-stop technology, 3.55 Axle Ratio Transmission: Electronic 10-Speed Automatic, (STD)
Wheels: 17" Silver Steel, (STD)
Tires: 265/70R17 BSW A/T, (STD)
Oxford White
Black w/Medium Dark Slate, Vinyl 40/20/40 Front Seat

3.55 Axle Ratio
Ford Co-Pilot360 2.0, -inc: Reverse Brake Assist, BLIS w/Cross-Traffic Alert Trailer Tow Package, -inc: Towing capability up to TBD lbs, tailgate LED, Class IV Trailer Hitch Receiver, towing capability up to TBD lbs, on 3.3L V6 PFDI engine (99B) and 2.7L EcoBoost engine (99P) or up to TBD lbs, on 3.5L EcoBoost engine (998) and 5.0L V8 engine (995), 7/4-pin connector, class IV trailer hitch receiver, smart trailer tow connector ( BLIS w/trailer tow coverage where BLIS is available), Integrated Trailer Brake Controller Class IV Trailer Hitch Receiver, -inc: towing capability up to TBD lbs, on 3.3L V6 PFDI engine (99B) and 2.7L EcoBoost engine (99P) or up to TBD lbs, on 3.5L EcoBoost engine (998) and 5.0L V8 engine (995), 7/4-pin connector, class IV trailer hitch receiver, smart trailer tow connector ( BLIS w/trailer tow coverage where BLIS is available)
Integrated Trailer Brake Controller
Skid Plates, -inc: fuel tank, transfer case and front differential Power Glass Heated Sideview Mirrors, -inc: manual folding, turn signal and black skull caps, Auto- Dimming Rearview Mirror
LED Sideview Mirror Spotlights, -inc: high-intensity LED security approach lamps Rear Window Fixed Privacy Glass w/Defroster
Rear Window Defroster
Tough Bed Spray-In Bedliner
Equipment Group 101A Standard
Please note selected options override standard equipment 403
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 7/10 $47,065.00
$0.00
$1,995.00
$49,060.00
Est City: 18 MPG
Est Highway: 24 MPG
Est Highway Cruising Range: 552.00 mi

SUBTOTAL
Advert/ Adjustments
Manufacturer Destination Charge

TOTAL PRICE

Any performance-related calculations are offered solely as guidelines. Actual unit performance will depend on your operating conditions.

Notes
404
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 8/10 Standard Equipment

MECHANICAL
Engine: 3.3L V6 PFDI -inc: auto start-stop technology and flex-fuel capability (STD) Transmission: Electronic 10-Speed Automatic -inc: selectable drive modes: normal, ECO, sport, tow/haul, slippery, deep snow/sand and mud/rut (STD)

3.73 Axle Ratio (STD)

EXTERIOR
Wheels: 17" Silver Steel (STD)
Tires: 265/70R17 BSW A/T (STD)

ADDITIONAL EQUIPMENT
50 State Emissions
Electronic Transfer Case
Part-Time Four-Wheel Drive
70-Amp/Hr 610CCA Maintenance-Free Battery w/Run Down Protection 200 Amp Alternator
Towing Equipment -inc: Trailer Sway Control
Trailer Wiring Harness
1880# Maximum Payload
GVWR: 6,480 lbs Payload Package
HD Shock Absorbers
Front Anti-Roll Bar
Electric Power-Assist Speed-Sensing Steering
23 Gal. Fuel Tank
Single Stainless Steel Exhaust
Auto Locking Hubs
Double Wishbone Front Suspension w/Coil Springs
Solid Axle Rear Suspension w/Leaf Springs
4-Wheel Disc Brakes w/4-Wheel ABS, Front And Rear Vented Discs, Brake Assist, Hill Hold Control and Electric Parking Brake
Post-Collision Braking
Regular Box Style
Steel Spare Wheel
Full-Size Spare Tire Stored Underbody w/Crankdown
Clearcoat Paint
Black Rear Step Bumper
405
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 9/10 Black Front Bumper w/Body-Colored Rub Strip/Fascia Accent and 2 Tow Hooks Black Side Windows Trim
Black Door Handles
Black Power Heated Side Mirrors w/Manual Folding
Fixed Rear Window
Light Tinted Glass
Variable Intermittent Wipers
Aluminum Panels
Black Grille
Tailgate Rear Cargo Access
Reverse Opening Rear Doors
Tailgate/Rear Door Lock Included w/Power Door Locks
Ford Co-Pilot360 - Autolamp Auto On/Off Aero-Composite Halogen Daytime Running Lights Preference Setting Headlamps w/Delay-Off
Cargo Lamp w/High Mount Stop Light
Auto High Beam
Radio w/Seek-Scan, Clock, Speed Compensated Volume Control and Radio Data System Radio: AM/FM Stereo w/6 Speakers -inc: auxiliary audio input jack Fixed Antenna
Cloth 40/20/40 Front Seat -inc: 2-way manual driver/passenger adjustment and armrest Driver Seat
Passenger Seat
60-40 Folding Split-Bench Front Facing Fold-Up Cushion Rear Seat Manual Tilt/Telescoping Steering Column
Gauges -inc: Speedometer, Odometer, Voltmeter, Oil Pressure, Engine Coolant Temp, Tachometer, Transmission Fluid Temp, Trip Odometer and Trip Computer Power Rear Windows
FordPass Connect 4G Mobile Hotspot Internet Access
Front Cupholder
Rear Cupholder
Compass
Remote Keyless Entry w/Integrated Key Transmitter, Illuminated Entry and Panic Button Cruise Control w/Steering Wheel Controls
Manual Air Conditioning
HVAC -inc: Underseat Ducts
Locking Glove Box
Interior Trim -inc: Cabback Insulator and Metal-Look Interior Accents Full Cloth Headliner
Urethane Gear Shifter Material
Day-Night Rearview Mirror
Passenger Visor Vanity Mirror
406
9/6/23, 9:26 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25499?ws=true&se=true&ssdType=2 10/10 Mini Overhead Console w/Storage and 1 12V DC Power Outlet Front Map Lights
Fade-To-Off Interior Lighting
Full Vinyl/Rubber Floor Covering
Pickup Cargo Box Lights
Smart Device Remote Engine Start
Reverse Sensing System
SYNC 4 -inc: 8" LCD capacitive touchscreen w/swipe capability, wireless phone connection, cloud connected, AppLink w/App catalog, 911 Assist, Apple CarPlay and Android Auto compatibility and digital owners manual
Instrument Panel Bin, Dashboard Storage, Interior Concealed Storage, Driver / Passenger And Rear Door Bins
Power 1st Row Windows w/Driver And Passenger 1-Touch Up/Down Delayed Accessory Power
Power Door Locks w/Autolock Feature
Trip Computer
Outside Temp Gauge
Analog Appearance
Lane-Keeping System -inc: lane-keeping alert, lane-keeping aid and driver alert Pre-Collision Assist w/Automatic Emergency Braking -inc: pedestrian detection, forward collision warning and dynamic brake support
Rear View Camera
Seats w/Cloth Back Material
Manual Adjustable Front Head Restraints and Manual Adjustable Rear Head Restraints Perimeter Alarm
Securilock Anti-Theft Ignition (pats) Immobilizer
1 12V DC Power Outlet
Air Filtration
AdvanceTrac with Curve Control Electronic Stability Control (ESC) And Roll Stability Control (RSC) ABS And Driveline Traction Control
Side Impact Beams
Dual Stage Driver And Passenger Seat-Mounted Side Airbags Tire Specific Low Tire Pressure Warning
Dual Stage Driver And Passenger Front Airbags
Airbag Occupancy Sensor
Mykey System -inc: Top Speed Limiter, Audio Volume Limiter, Early Low Fuel Warning, Programmable Sound Chimes and Beltminder w/Audio Mute
Safety Canopy System Curtain 1st And 2nd Row Airbags
Outboard Front Lap And Shoulder Safety Belts -inc: Rear Center 3 Point, Height Adjusters and Pretensioners
407
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 2/10 One Unit
(MSRP)
One Unit Total %
Savings
Total Savings
Contract Price $49,290.00 $47,485.98 3.660 % $1,804.02
Order # 8967 or 8966
Tax (7.7500 %) $3,680.16
Tire fee $8.75
Transportation $452.00
Total $51,626.89
Jesse Cooper Quoting Department
Account Manager Account Manager
Email: [email protected] [email protected] Office: (855) 289-6572 (855) 289-6572
Fax: (831) 480-8497
9/6/2023 Quote ID: 25501RL
Order Cut Off Date: 1/13/2023
Mr James DeMonaco
Eastvale Public Works
12363 Limonite Ave
Eastvale, California, 91752
Dear James DeMonaco,
National Auto Fleet Group is pleased to quote the following vehicle(s) for your consideration.

One (1) New/Unused (2023 Ford Super Duty F-250 SRW (X2A) XL 2WD SuperCab 8' Box 164" WB, Order # 8967 or 8966 ) and delivered to your specified location, each for - per the attached specifications.

Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call.

Sincerely,
408
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 3/10

Purchase Order Instructions & Resources

In order to finalize your purchase please submit this purchase packet to your governing body for a purchase order approval and submit your purchase order in the following way:

Email: [email protected]
Fax: (831) 480-8497
Mail: National Auto Fleet Group
490 Auto Center Drive
Watsonville, CA 95076

We will send a courtesy confirmation for your order and a W-9 if needed.

Additional Resources
Learn how to track your vehicle: www.NAFGETA.com Use the upfitter of your choice: www.NAFGpartner.com Vehicle Status: [email protected] General Inquiries: [email protected]

For general questions or assistance please contact our main office at:
1-855-289-6572
409
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 4/10 Vehicle Configuration Options
ENGINE
Code Description
99A Engine: 6.8L 2V DEVCT NA PFI V8 Gas, (STD)

TRANSMISSION
Code Description
44F Transmission: TorqShift-G 10-Speed Automatic, (STD) TIRES
Code Description
TD8 Tires: LT245/75Rx17E BSW A/S, (STD)

PRIMARY PAINT
Code Description
Z1 Oxford White

SEAT TYPE
Code Description
AS Medium Dark Slate, HD Vinyl 40/20/40 Split Bench Seat, -inc: center armrest, cupholder, storage and driver's side manual lumbar

AXLE RATIO
Code Description
X37 3.73 Axle Ratio, (STD)

ADDITIONAL EQUIPMENT
Code Description
96V
XL Chrome Package, -inc: Halogen Fog Lamps, Bright Chrome Hub Covers & Center Ornaments, Chrome Rear Step Bumper, Chrome Front Bumper, BoxLink, 4 premium locking cleats and interface brackets
67D 190 Amp Alternator
66S Upfitter Switches (6), -inc: Located in overhead console 18A
Ford Pro Upfit Integration System, -inc: upfit integration system (interface w/equipment only; not programmable, not cloud-connected, Note: programmable and cloud-connected version will be late availability), Recommended for snowplows and trucks that will utilize upfit aftermarket equipment

OPTION PACKAGE
Code Description
410
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 5/10 600A Order Code 600A
411
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 6/10 2023 Ford Super Duty F-250 SRW XL 2WD SuperCab 8' Box 164" WB

CODE MSRP
X2A $46,505.00

99A $0.00
44F $0.00
TD8 $0.00
Z1 $0.00
AS $0.00
X37 $0.00
96V $225.00
67D $0.00
66S $165.00
18A $400.00
600A $0.00
$47,295.00
$0.00
$1,995.00
$49,290.00
Est City: 18 MPG
Est Highway: 24 MPG
Est Highway Cruising Range: 552.00 mi
2023 Fleet/Non-Retail Ford Super Duty F-250 SRW XL 2WD
SuperCab 8' Box 164" WB

WINDOW STICKER

MODEL
2023 Ford Super Duty F-250 SRW XL 2WD SuperCab 8' Box 164" WB

OPTIONS
Engine: 6.8L 2V DEVCT NA PFI V8 Gas, (STD)
Transmission: TorqShift-G 10-Speed Automatic, (STD)
Tires: LT245/75Rx17E BSW A/S, (STD)
Oxford White
Medium Dark Slate, HD Vinyl 40/20/40 Split Bench Seat, -inc: center armrest, cupholder, storage and driver's side manual lumbar

3.73 Axle Ratio, (STD)
XL Chrome Package, -inc: Halogen Fog Lamps, Bright Chrome Hub Covers & Center Ornaments, Chrome Rear Step Bumper, Chrome Front Bumper, BoxLink, 4 premium locking cleats and interface brackets
190 Amp Alternator
Upfitter Switches (6), -inc: Located in overhead console Ford Pro Upfit Integration System, -inc: upfit integration system (interface w/equipment only; not programmable, not cloud-connected, Note: programmable and cloud-connected version will be late availability), Recommended for snowplows and trucks that will utilize upfit aftermarket equipment
Order Code 600A
Please note selected options override standard equipment

SUBTOTAL
Advert/ Adjustments
Manufacturer Destination Charge

TOTAL PRICE

Any performance-related calculations are offered solely as guidelines. Actual unit performance will depend on your operating conditions.

Notes
412
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 7/10413 9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 8/10 Standard Equipment

MECHANICAL
Engine: 6.8L 2V DEVCT NA PFI V8 Gas (STD)
Transmission: TorqShift-G 10-Speed Automatic -inc: SelectShift and selectable drive modes: normal, eco, slippery roads, tow/haul and trail (STD)

3.73 Axle Ratio (STD)

EXTERIOR
Tires: LT245/75Rx17E BSW A/S -inc: Spare may not be the same as road tire (STD) GVWR
GVWR: 10,000 lb Payload Package
WHEELS
Wheels: 17" Argent Painted Steel -inc: painted hub covers/center ornaments

ADDITIONAL EQUIPMENT
50-State Emissions System
Transmission w/Oil Cooler
Rear-Wheel Drive
78-Amp/Hr 750CCA Maintenance-Free Battery w/Run Down Protection 160 Amp Alternator
Class V Towing Equipment -inc: Hitch, Brake Controller and Trailer Sway Control Trailer Wiring Harness
3859# Maximum Payload
HD Shock Absorbers
Front Anti-Roll Bar
Firm Suspension
Hydraulic Power-Assist Steering
34 Gal. Fuel Tank
Single Stainless Steel Exhaust
Front Suspension w/Coil Springs
Solid Axle Rear Suspension w/Leaf Springs
4-Wheel Disc Brakes w/4-Wheel ABS, Front And Rear Vented Discs, Brake Assist and Hill Hold Control Regular Box Style
414
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 9/10 Steel Spare Wheel
Full-Size Spare Tire Stored Underbody w/Crankdown
Clearcoat Paint
Black Front Bumper w/Black Rub Strip/Fascia Accent and 2 Tow Hooks Black Rear Step Bumper
Black Side Windows Trim and Black Front Windshield Trim Black Door Handles
Black Power Heated Side Mirrors w/Convex Spotter, Manual Folding and Turn Signal Indicator Manual Extendable Trailer Style Mirrors
Fixed Rear Window
Light Tinted Glass
Variable Intermittent Wipers
Aluminum Panels
Black Grille
Tailgate Rear Cargo Access
Reverse Opening Rear Doors
Tailgate/Rear Door Lock Included w/Power Door Locks
Boxside Steps
Autolamp Auto On/Off Aero-Composite Halogen Daytime Running Lights Preference Setting Headlamps w/Delay-Off
Cargo Lamp w/High Mount Stop Light
Perimeter/Approach Lights
Radio w/Seek-Scan, Clock and Speed Compensated Volume Control Radio: AM/FM Stereo w/MP3 Player -inc: 4 speakers
Fixed Antenna
SYNC 4 -inc: 8" LCD capacitive touchscreen w/swipe capability, wireless phone connection, cloud connected, AppLink w/app catalog, 911 Assist, Apple CarPlay and Android Auto compatibility and digital owner's manual
2 LCD Monitors In The Front
4-Way Driver Seat -inc: Manual Recline and Fore/Aft Movement 4-Way Passenger Seat -inc: Manual Recline and Fore/Aft Movement 60-40 Folding Split-Bench Front Facing Fold-Up Cushion Rear Seat Manual Tilt/Telescoping Steering Column
Gauges -inc: Speedometer, Odometer, Oil Pressure, Engine Coolant Temp, Tachometer, Transmission Fluid Temp, Engine Hour Meter, Trip Odometer and Trip Computer Power Rear Windows
FordPass Connect 5G Mobile Hotspot Internet Access
Rear Cupholder
Remote Keyless Entry w/Integrated Key Transmitter, Illuminated Entry and Panic Button Cruise Control w/Steering Wheel Controls
Manual Air Conditioning
415
9/6/23, 10:01 AM Sell, service, and deliver letter
https://www.nationalautofleetgroup.com/OrderRequest/SSDPrint/25501?ws=true&se=true&ssdType=QuickQuote 10/10 HVAC -inc: Underseat Ducts
Illuminated Locking Glove Box
Interior Trim -inc: Chrome Interior Accents
Full Cloth Headliner
Urethane Gear Shifter Material
HD Vinyl 40/20/40 Split Bench Seat -inc: center armrest, cupholder, storage and driver's side manual lumbar
Day-Night Rearview Mirror
Passenger Visor Vanity Mirror
Full Overhead Console w/Storage and 2 12V DC Power Outlets Front Map Lights
Fade-To-Off Interior Lighting
Full Vinyl/Rubber Floor Covering
Pickup Cargo Box Lights
Smart Device Remote Engine Start
Instrument Panel Covered Bin and Dashboard Storage
Power 1st Row Windows w/Driver And Passenger 1-Touch Up/Down Delayed Accessory Power
Power Door Locks
Driver Information Center
Trip Computer
Outside Temp Gauge
Digital/Analog Appearance
Seats w/Vinyl Back Material
Manual Adjustable Front Head Restraints and Manual Adjustable Rear Head Restraints Securilock Anti-Theft Ignition (pats) Immobilizer
2 12V DC Power Outlets
Air Filtration
AdvanceTrac w/Roll Stability Control Electronic Stability Control (ESC) And Roll Stability Control (RSC) ABS And Driveline Traction Control
Side Impact Beams
Dual Stage Driver And Passenger Seat-Mounted Side Airbags Tire Specific Low Tire Pressure Warning
Dual Stage Driver And Passenger Front Airbags w/Passenger Off Switch Safety Canopy System Curtain 1st And 2nd Row Airbags
Outboard Front Lap And Shoulder Safety Belts -inc: Rear Center 3 Point and Height Adjusters Back-Up Camera
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AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.11
September 27, 2023
Approval of Task Order No. 2 with Albert A. Webb Associates for the Eastvale Alternative Drainage Plan
Prepared By:

Jimmy Chung, Public Works Director/City Engineer
Recommended Action(s)
Staff recommends that the City Council:

1 .

Approve the Task Order No. 2 in the amount of $270,269 plus a 10% con.ngency of $27,027 for a total amount of $297,296
with Albert A. Webb Associates (Webb) for Design Services for the Eastvale Alternative Drainage Plan; and
2 .

Approve and Adopt a Resolu.on Amending the Capital Improvement Fiscal Year 2023-24 Budget by $240,000 for the Eastvale Alternate Drainage Plan Master Plan; and 3 .

Authorize City Manager to execute all necessary documents.

Summary
The City and Riverside County Flood Control and Water Conserva.on District (RCFCD) are par.es in an agreement (A>achment 1) for funding to create the Eastvale Alternate Drainage and Water Quality Master Plan
(Master Plan)
. The purpose of this plan is to assess water quality facili.es throughout the City and analyze the poten.al feasibility of undergrounding facili.es to allow the surface to be used for future pocket parks, community gardens, or other gathering spaces for community beneﬁts. Albert A. Webb Associates was chosen to create the master plan eﬀort. This Master Plan will be fully funded by the grant with no match required from the City.

Background
Due to the limited available land around the City, the ability to provide community enhancement is 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
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limited. City staﬀ considered the poten.al of undergrounding exis.ng surface basins and water quality facili.es to u.lize the surface for pocket parks, community gardens and other recrea.onal uses.

January 25, 2023 the City Council approved the funding agreement with Riverside County Flood Control and Water Conserva.on District (RCFCD) to create the Eastvale Alternate Drainage and Water Quality Master Plan. As part of this funding agreement, RCFCD will pay the City up to $300,000 for the development of the Master Plan on the City's behalf.

On April 13, 2022, the City Council awarded a Professional On-call Services contract to Albert A.

Webb Associates (Webb) for General Civil Project Planning and Engineering. The approval included awarding on-call services contract to seven (9) consultants including Webb. Webb demonstrated both the experience and qualiﬁca.ons that meet Eastvale's needs and expecta.ons during the competitive procurement process.

Environmental
The proposed contract is not a project as deﬁned by the California Environmental Quality Act (CEQA)as it is administrative in nature, and as such no environmental review is required.

Strategic Plan Action - Priority Level: N/A
| Target #: 5
| Goal #: 3
Plan for landscape, roads, and street maintenance.

Fiscal Impact
The total ﬁscal impact of the project is $297,296. The ﬁscal year 2023-24 budget includes appropria.ons for this project totaling $60,000 in the Miscellaneous Grant Fund capital outlay account number 240-510-6664, project number 93031. A budget resolu.on is necessary for ﬁscal year 2023-24 in the amount of $240,000 in the Miscellaneous Grant Fund capital outlay account number 240-510-6664, project number 93031 to cover the full ﬁscal impact. The Miscellaneous Grant Fund operates on a reimbursement basis and as funds are expensed and reimbursed by RCFCD, the revenues will be recorded in the Miscellaneous Grant Fund; budget for the revenues will be included in the ﬁscal year 2023-24 budget. The City is eligible for up to $300,000 in reimbursement from RCFCD. RCFCD requires no match and the General Fund will not be directly impacted, however General Fund available fund balance will need to be u.lized to cover the grant until a reimbursement from RCFCD is received.

Prior City Council/Commission Action
April 13, 2022, the City Council awarded an On-Call Engineering and Professional Consul.ng Services contract to Albert Webb and Associates; and
January 25, 2023, City Council approved the Funding Agreement between the City and Riverside County Flood Control.

Attachment(s)
Attachment 1 - Funding Agreement with RCFC&WCD

Attachment 2 - PSA for Albert A Webb Associates

Attachment 3 - Task Order No. 2

Attachment 4 - Budget Resolution XX-23

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FUNDING AGREEMENT
Eastvale Alternate Drainage and Water Quality Master Plan Project No. 2-6-10040

The Funding Agreement ("Agreement"), dated as of , 2023, is entered in by the Riverside County Flood Control and Water Conservation District, a body politic, ("DISTRICT") and the City of Eastvale, a municipal corporation, ("CITY"). DISTRICT and CITY are collectively referred to herein as "Parties" and individually as "Party". The Parties hereto agree as follows:

RECITALS
A. CITY plans to conduct a feasibility study to develop an Alternate Drainage and Water Quality Master Plan ("EASTVALE WQMP") . The EASTVALE WQMP would determine the Best Management Practices ("BMP") located within the CITY's rights of way, of existing surface facilities to include (i) detention and retention basins, and (ii) infiltration and water quality improvement facilities, that can be retrofitted into underground drainage and treatment systems to ultimately free up the surface spaces for potential outdoor recreational areas for public use. The EASTVALE WQMP would also identify ways to address the water quality issue of pollutants discharged into the Santa Ana River during the dry season; and B. Due to mutual interest in the EASTVALE WQMP, CITY desires DISTRICT to contribute funding and DISTRICT has budgeted for and desires to support CITY's efforts by providing a funding, as set forth herein; and
C. DISTRICT's financial contribution towards the EASTVALE WQMP will pay for the costs associated with the preparation and development of the EASTVALE WQMP by CITY's selected consultant ("STUDY COSTS"). DISTRICT's financial contribution towards the STUDY COSTS shall not exceed Three Hundred Thousand Dollars ($300,000), hereinafter called "TOTAL DISTRICT CONTRIBUTION"; and
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D. It is in the best interest of the public to proceed with preparation of EASTVALE WQMP at the earliest possible date; and
E. The purpose of this Agreement is to memorialize the mutual understandings by and between DISTRICT and CITY with respect to the assessment and recommendation of EASTVALE WQMP and the payment of TOTAL DISTRICT CONTRIBUTION.

NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants hereinafter contained, the Parties hereto mutually agree that the above recitals are true and correct and incorporated into the terms of this Agreement and as follows:

SECTION I
CITY shall:

1. Prepare or cause to be prepared the necessary documents and reports for the CITY's selected consultant to begin the prepar ation of the EASTVALE WQMP, in accordance with applicable CITY standards.

2. Keep an accurate accounting of all STUDY COSTS and provide this accounting to the DISTRICT along with invoices as provided herein . The final accounting of STUDY COSTS shall include a detailed breakdown of all costs to CITY, including but not limited to payment vouchers to the CITY's selected consultant, to establish the actual cost of assessment for the CITY.

3. Upon execution of this Agreement and issuance of Notice to Proceed to CITY's selected consultant, i ssue the first invoice to DISTRICT (Attention: Special Projects Section) for fifty percent (50%) of STUDY COSTS, as set forth in Section I.2.

4. Upon the completion of EASTVALE WQMP , issue the final invoice to DISTRICT (Attention: Special Projects Section) for the remaining fifty percent (50%) of STUDY COSTS, as set forth in Section I.2, and provide the DISTRICT with a copy of CITY's adopted 420
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EASTVALE WQMP, payment amount by the DISTRICT of the final invoice is subject to the not to exceed TOTAL DISTRICT CONTRIBUTION amount described in Recital C.

5. Be responsible to pay any amount in excess of the TOTAL DISTRICT CONTRIBUTION for the STUDY COSTS.

SECTION II
DISTRICT shall:

1. Within thirty (30) calendar days of receipt of CITY's first invoice, pay fifty percent (50%) of STUDY COSTS, as set forth in Section I.3.

2. Within thirty (30) calendar days of receipt of CITY's final invoice, pay the remaining fifty percent (50%) of STUDY COSTS , as set forth in Section I. 4, subject to and the not to exceed TOTAL DISTRICT CONTRIBUTION amount described in Recital C.

3. Not be responsible to pay any amount in excess of TOTAL DISTRICT CONTRIBUTION.

SECTION III
It is further mutually agreed:

1. Notwithstanding any other provision herein for this Agreement, TOTAL DISTRICT CONTRIBUTION shall not exceed a total sum of Three Hundred Thousand Dollars ($300,000); and shall be used by CITY solely for the preparation of EASTVALE WQMP. No additional funding whatsoever shall be provided by DISTRICT for any subsequent EASTVALE WQMP modifications or scope extensions. In the event the actual cost for EASTVALE WQMP is less than the TOTAL DISTRICT CONTRIBUTION, CITY shall refund the difference to DISTRICT within thirty (30) calendar days of completion of CITY's EASTVALE WQMP.

2. The obligations of DISTRICT are limited by an d contingent upon the availability of DISTRICT funds for DISTRICT's financial contribution towards EASTVALE WQMP as set forth herein. In the event that such funds are not forth coming for any reason, 421
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DISTRICT shall immediately notify CITY in writing. Agr eement shall be deemed terminated and have no further force and effect immediately upon receipt of DISTRICT's notification by CITY. If CITY has executed any third -party contracts for STUDY COSTS prior to DISTRICT terminating the Agreement pursuant to this provision, DISTRICT shall compensate CITY for any actual documented costs incurred for work performed by CITY 's selected consultant(s) prior to DISTRICT terminating the Agreement.

3. Under the provisions of this Agreement, DISTRICT shall bear no responsibility whatsoever for the EASTVALE WQMP.

4. CITY shall indemnify, defend, and hold harmless and require its consultant(s) to indemnify, defend, and hold harmless the DISTRICT and the County of Riverside (their Agencies, Districts, Special Districts And Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents, representatives (individually and collectively hereinafter referred to as "Indemnitees") from any liabilit y whatsoever, based or asserted upon any acts, omissions or services of CITY or CITY 's consultant(s) (including their officers, employees, subcontractors, agents or representatives ("Indemnitors") arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury or death, or any other element of any kind or nature whatsoever arising from the performance of Indemnitors from this Agreement. CITY or CITY's consultant(s) shall defend, at its sole expense, all costs and fees including, but not limited, to attorney fees, cost of investigation, defense, and settlements or awards, the Indemnitees in any claim or action based upon such alleged acts or omissions.

5. With respect to any action or claim subject to indemnification herein by CITY or CITY's consultant(s), CITY or CITY's consultant(s) shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim. Any such adjustment, settlement or compromise shall not in any manner 422
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whatsoever limit or circumscribe CITY or CITY's consultant(s) indemnification to Indemnitees as set forth herein.

6. CITY or CITY's consultant(s) obligation hereunder shall be satisfied when CITY or CITY's consultant(s) has provided to DISTRICT and the County of Riverside the appropriate form of dismissal relieving DISTRICT and the County of Riverside from any liability for the action or claim involved.

7. In the event there is conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve CITY or CITY's consultant(s) from indemnifying the Indemnitees to the fullest extent allowed by law.

8. This Agreement is to be construed in accordance with the laws of the State of California. Any action at law or in equity brought by any of the Parties hereto for the purpose of enforcing a right or rights provided for by the Agreement, shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the Parties hereto waive all provisions of law providing for a change of venue in such proceedings to any other county.

9. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

10. Time is of the essence in pursuing the work contemplated under this Agreement. At any time during the term of this Agreement, DISTRICT may terminate this Agreement for cause, including but not limited to CITY's failure to pursue the work in a timely manner, upon providing CITY thirty (30) calendar days written notice stating the extent and effective date of termination.
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11. Neither CITY nor DISTRICT shall assign this Agreement without the written consent of the other Party. Any attempt to delegate or assign any interest herein shall be deemed void and of no force or effect.

12. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity besides the Parties shall have any right of action based upon the provisions of this Agreement. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third Parties not Parties to this Agreement.

13. Any and all notices sent or required to be sent to the Parties of this Agreement will be mailed by first class mail, postage prepaid, to the following addresses:

RIVERSIDE COUNTY FLOOD CONTROL CITY OF EASTVALE
AND WATER CONSERVATION DISTRICT 12363 Limonite Avenue, Suite 910 1995 Market Street Eastvale, CA 91752
Riverside, CA 92501 Attn: Jimmy Chung
Attn: Contracts Services Section

14. This Agreement is the result of negotiations between the Parties hereto and the advice and assistance of their respective counsel. The fact that this Agreement was prepared as a matter of convenience by DISTRICT shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT prepared this Agreement in its final form.

15. Any waiver by DISTRICT or CITY of any breach by any other Party of any provision of this Agreement shall not be c onstrued to be a waiver of any subsequent or other breach of the same or any other provision hereof. Failure on the part of DISTRICT or CITY to require from any other Party exact, full and complete compliance with any of the provisions of this Agreement shall not be construed as in any manner changing the terms hereof or estopping DISTRICT or CITY from enforcing this Agreement.
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16. This Agreement is intended by the Parties hereto as a final expression of their understanding with respect to the subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be changed or modified only upon the written consent of the Parties hereto.

17. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Each Party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement. The Parties further agree that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to CUETA as amended from time to time. CUETA authorizes use of an electronic signature for transactions and co ntracts among Parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the Party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the Parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. //
//
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on .
(to be filled in by Clerk of the Board)

RECOMMENDED FOR APPROVAL:

RIVERSIDE COUNTY FLOOD CONTROL

AND WATER CONSERVATION DISTRICT

By
JASON E. UHLEY
General Manager-Chief Engineer

By
KAREN SPIEGEL, Chair
Riverside County Flood Control and Water
Conservation District Board of Supervisors

APPROVED AS TO FORM:

ATTEST:

MINH TRAN
County Counsel

KIMBERLY RECTOR
Clerk of the Board

KRISTINE BELL-VALDEZ
Supervising Deputy County Counsel

By
Deputy

(SEAL)

Funding Agreement: City of Eastvale
Eastvale Alternate Drainage and Water Quality Master Plan Project No. 2-6-10040
01/11/2023
AK/AMR:jss
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RECOMMENDED FOR APPROVAL:

CITY OF EASTVALE

MARK ORME
City Manager

(SEAL)

APPROVED AS TO FORM:

ATTEST:

ERICA VEGA
City Attorney

By
MARC A. DONOHUE
City Clerk

(SEAL)

Funding Agreement: City of Eastvale
Eastvale Alternate Drainage and Water Quality Master Plan Project No. 2-6-10040
01/11/2023
AK/AMR:jss
By ___________________________

CLINT LARIMORE
Mayor

TODD RIGBY
427
A- 2022- 042

AGREEMENT FOR ON - CALL PROFESSIONAL SERVICES
TRAFFIC/ TRANSPORATION ENGINEERING SERVICES; GENERAL CIVIL PROJECT PLANNING AND ENGINEERING SERVICES]
This Agreement for On -Call Professional Services (" Agreement") is entered into as of this tj day of O , 2022 by and between the City of Eastvale, a municipal corporation (" City') and Albert A. Webb Associates (" Contractor"). City and Contractorare sometimes hereinafter individually referredto as 'Party" and hereinafter collectively referred to as the ' Parties."

RECITALS
A. City has sought, by request for qualifications the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of its qualifications for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to be eligible to perform those services as needed and requested by the City.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 ' Termination of Agreement" of this Agreement, the Term of this Agreement is for three years commencing on the date first ascribed above.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE., a) Scope of Services. Contractor agrees to perform Traffic/ Transportation Engineering Services, and General Civil Project Planning and Engineering Services hereinafter, the "Services") as requested and authorized by the City. [ The Services are more particularly described in Exhibit " A" attached hereto and incorporated herein.] When the City desires to utilize Contractor for Services, the City will issue a Task Order that includes a Scope of Services to be performed and the compensation to be paid for the Services within the Task Order. Each Task Order shall be attached to this Agreement as part of Exhibit " A" ( e.g., the first Task Order will be Exhibit " A- 1", the second Exhibit " A- 2," etc.). Each Task Order is made a part of this Agreement by this reference.
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428
b) Schedule of Performance. The Services authorized by each Task Order shall be completed pursuant to the schedule stated in the Task Order. Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered that are in addition to or outside of the Services authorized by a Task Order unless such additional services are authorized in advance and in writing in accordance with Section 26 " Administration and Implementation" or Section 28 " Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
a) The City has entered or will enter into a maximum of nine ( 9) non- exclusive contracts for performance of the Scope of Services identified in Exhibit A, including this Agreement (" On - Call Contracts"). The total aggregate amount payable by the City pursuant to the Task Orders issued under the On -Call Contracts shall not exceed a cumulative maximum total value of Nine Hundred Thousand Dollars 900, 000) (" NTE Sum"). One Hundred Fifty Thousand Dollars ($ 150, 000) per fiscal year, for a total of Four Hundred Fifty Thousand Dollars ($ 450, 000) for the Term of the Agreement, shall be available for each of the three categories of services in Section 2( a): ( 1) Traffic/ Transportation Engineering Services; and ( 2) General Civil Project Planning and Engineering Services. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in each Task Order for the Services identified in the Task Order. The City Manager shall have the authority to approve Task Orders for Services that do not exceed the City Manager' s then -current signing authority for purchases of professional services as set forth in Section 4. 06. 050, as that section may be amended from time to time. All other Task Orders shall be approved by the City Council prior to the commencement of the Services. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the On - Call Contracts through Task Orders.

Each time a Task Order is awarded under any of the On -Call Contracts, the City will send written notification to Contractor and each of the other consultants entering into the On - Call Contracts. The notice will identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Contractor acknowledges and agrees that the City will not pay any amount under this Agreement that would exceed the NTE Sum, and Contractor shall not enter into a Task Order that exceeds the NTE Sum.
b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor ( by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be 2-
429
detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection ( a) and the applicable Task Order include payment of labor on an hourly basis ( as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection ( c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty ( 30) days of receipt of Contractor' s correct and undisputed invoice.
d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor' s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor' s work within sixty ( 60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor' s work shall be deemed to have been accepted. City' s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud.

Acceptance of any of Contractor' s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 Indemnification" and Section 17 " Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor' s guarantees and warranties in Section 9 " Standard of Performance" of this 3-
430
Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors' work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR' S BOOKS AND RECORDS.
a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor' s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement.

Any and all such documents or records shall be maintained for three ( 3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546. 7, if the total compensation in Section 4 exceeds ten thousand dollars ($ 10, 000. 00), this Agreement and the Contractor' s books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three ( 3) years after final payment under the Agreement.
b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor' s address indicated for receipt of notices in this Agreement. c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor' s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors - in -interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
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a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor' s exclusive direction and control.

Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor' s officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor' s officers, employees, or agents are in any manner officials, officers, employees or agents of City.
c) Neither Contractor, nor any of Contractor' s officers, employees, agents or subcontractors shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor' s indemnity obligations in Section 16 " Indemnification" of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, or its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Task Orders attached hereto in Exhibit " A" that shall also be applicable to Contractor' s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and W-21
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authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et SeM., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.

Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor' s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non -related sm
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services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. c) City understands and acknowledges that Contractor will perform non - related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 16. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Contractor gives City notice of such court order or subpoena.
c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney' s fees, caused by or incurred as a result of Contractor' s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding.

Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 7-
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SECTION 16. INDEMNIFICATION.
a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor' s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (" Indemnified Parties") from and against any and all liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor. c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section. d) City' s Negligence. The provisions of this section do not apply to claims occurring as a result of City' s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit " B" " Insurance" and made a 435
part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor' s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 " Termination of Agreement." City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor' s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor' s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT. -
a) City may terminate this Agreement, with or without cause, at any time by giving thirty ( 30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. b) Contractor may terminate this Agreement for cause at any time upon thirty 30) days written notice of termination to City.
c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor' s possession shall be returned to City. Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 " Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 " Compensation and Method of Payment" of this Agreement.

SECTION 21. DEFAULT.
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In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty ( 30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 " Termination of Agreement." Any failure on the part of the City to give notice of the Contractor' s default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Eastvale
Attn: City Manager
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
To Contractor: Albert A. Webb Associates
Attn: Dilesh Sheth
3788 McCray Street
Riverside, CA 92506
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Notice shall be deemed effective on the date personally delivered or, if mailed, three ( 3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 " Amendment" and the City Manager' s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager' s contracting authority under Section 4. 06. 050 of the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City' s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City's rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.

Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services 11-
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by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U. S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney' s fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits " A" ( including all subparts of Exhibit " A") and " B", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision( s). 12-
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M* 01NU& T, LIN] N=*( 4k1MkTJ kVJ
This Agreement shall not preclude the City from contracting with other persons for work that could be performed by Contractor under this Agreement or utilizing City employees to perform such work.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.

Marc gonohue
City Clerk

APPROVED AS TO FORM
Erica Vega
City Attorney

CITY OF EASTVALE
Henry Garcia
Interim City Manager
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Albert A. Webb Associates
By: OW4
Name: Dilesh Sheth
Its: Senior Vice President
NOTE: CONTRACTOR' S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO
CONTRACTOR' S BUSINESS ENTITY. CORPORATIONS AND LLCS

MUST SUBMIT DOCUMENTATION SHOWING THAT THE INDIVIDUAL

SIGNING ON ITS BEHALF HAS THE AUTHORITY TO EXECUTE THIS CONTRACT.
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EXHIBIT " A"

SCOPE OF SERVICES & COMPENSATION
TASK ORDERS TO BE INSERTED HERE ONCE APPROVED. EACH TASK ORDER

MUST CONTAIN A SPECIFIC SCOPE OF SERVICE AND COMPENSATION INFORMATION FOR THOSE SERVICES.]
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EXHIBIT " B"

INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad l
1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage ( Occurrence Form CG 0001). 2) Automobile. Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, including code 1 " any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. 3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. 4) Professional Liability. Professional liability insurance appropriate to the Contractor' s profession. This coverage may be written on a " claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three ( 3) consecutive years following the completion of Contractor' s services or the termination of this Agreement.

During this additional three ( 3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
1) Commercial General Liability. $ 1, 000, 000 general
aggregate for bodily injury, personal injury and property damage. 2) Automobile. $ 1,000, 000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of C- 1
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not less than $ 2, 000, 000 shall be considered equivalent to the said required minimum limits set forth above.
3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $ 1,000, 000 per occurrence.
4) Professional Liability. $ 1,000, 000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages. 1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. 2) Contractor' s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor' s insurance. 3) Contractor' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.
4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation C- 2
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against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit " B". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor' s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

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ALSEAWE- DI RDEANDA
4 ZY

CERTIFICATE OF LIABILITY INSURANCE

DATE( MMIDDIYYYY)
5/ 6/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(! es) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCERLicense # 0757776 CONTACT Kristle Koehrer
HUB International Insurance Services Inc.

PO Box 5345
Riverside, CA 92617
we°°, No, Extl: (951j 779-8558 X, No ;(9$ 1) 231- 2672

E- MAIL
cal. c u@hubinternational. coms: p
INSURERS AFFORDING COVERAGE NAIC #
INSURERA: Travelers Property Casualty Company of America 26674

INSURED
INSURERB : Lexington Insurance Company 19437
INSURER C : Albert A. Webb Associates
INSURER D : 3788 McCray Street
Riverside, CA 92506
INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER- RFVI. glnN NIIMRFR-

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

TYPE OF INSURANCE

ADDL SUBR

POLICY NUMBER

POLICY EFF POLICY EXP
LIMITS

A X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADEOXoccua X P- 630- 5456P929- TIL- 22 2/ 1/ 2022 2/ 112023 EACH OCCURRENCE 1, 000, 000

DAMAGE TO RENTED
PREMISES ( Ea occurrence)
300, 000
X MED EXP An one person)$ 5, 0000 Deductible
PERSONAL & ADV INJURY S 1, 000, 000
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY j LOC
GENERAL AGGREGATE 2, 000, 000
PRODUCTS - COMPIOP AGG 2, 000, 000
OTHER:

A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
1Ea accident) S
1, 000, 000
X BODILY INJURY Perperson) SANY AUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS
X BA- 3L23491A- 22- 43- G 2/ 1/ 2022 2/ 1/ 2023
BODILY INJURY Per accident S
X PPescEanden
DAMAGE
S
y p

AUTOSONLY X AUTOONLY
S

A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S
1, 000, 000
AGGREGATE 1, 000, 000EXCESS LIAR CLAIMS - MADE CUP- 9H486836- 22- 43 2/ 1/ 2022 2/ 112023 DED X RETENTION $

A WORKERSCOMPENSATION

ANDEMPLOYERS' LIABILITY

ANY PROPRIETOR/ PARTNER/ EXECUIIVE
YIN

FICER/ MEM EXCLUDEO Y
MandatoryIn
If yes. describe under
DESCRIPTION OF OPERATIONS below
N 1 A
X UB- 4J648178- 21-43- G 9/ 112021 91112022
X PER
ERH-
ISTATUT1, 000, 000E. L. EACH ACCIDENT
E. L. DISEASE - EA EMPLOYE S
1, 000, 000
E. L. DISEASE - POLICY LIMIT 1, 000, 000
B Professional Llab. 031711122 9/ 1/ 2021 9/ 1/ 2022 Ded $ 150k/ EaCla( m 1M 1, 000, 000 DESCRIPTIONOFOPERATIONS1LOCATIONSI VEHICLES (ACORD101, AddltlonalRemarksSchedule, maybeattachedIf morespaceIsrequired) City of Eastvale and its respective elected and appointed officers, officials, and employees and volunteers are Additional Insureds with regard to the General Liability policy per the attached endorsement form CGD414 04108, Primary & Non -Contributory included. Per Project Aggregate applies with regard to General Liability per the attached endorsement form CGD321 01/04. Additional Insured applies with regard to the Auto Liability policy per the attached endorsement form CAT353 02115. Primary & Non -Contributory wording applies with regard to the Auto Liability policy per the attached endorsement form CAT474 02116.

Waiver of Subrogation applies with regard to the Workers' Compensation policy per the attached endorsement form WC990376( A). Excess Liabillity follows form of the underlying General, Auto and Employers Liability coverages.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Eastvalety

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
12363 Limonite Ave, Suite 910
Eastvale, CA 91752

AUTHORIZED REPRESENTATIVE
i
ACORD 25 ( 2016/ 03) © 1988- 2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
447
Albert A. Webb Associates
Policy Number: P-630- 5456P929- TIL- 22
Policy Period: 02/0112022 to 02/01/2023

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - WRITTEN

CONTRACTS ( ARCHITECTS, ENGINEERS AND

SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

1. The following is added to SECTION II — WHO IS
AN INSURED:

Any person or organization that you agree in a
written contract requiring insurance" to include as
an additional insured on this Coverage Part, but:
a. Only with respect to liability for " bodily injury", property damage" or " personal injury"; and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of " your work" to which the " written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independent acts
or omissions of such person or organization.

The insurance provided to such additional insured
is limited as follows:
c. In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by the
written contract requiring insurance", the in-
surance provided to the additional insured
shall be limited to the limits of liability required
by that " written contract requiring insurance".

This endorsement shall not increase the limits
of insurance described in Section III — Limits
Of Insurance.
d. This insurance does not apply to the render-
ing of or failure to render any " professional
services" or construction management errors
or omissions.
e. This insurance does not apply to " bodily in-
jury" or " property damage" caused by " your
work" and included in the " products -
completed operations hazard" unless the
written contract requiring insurance" specifi-
cally requires you to provide such coverage
for that additional insured, and then the insur-
ance provided to the additional insured ap-
plies only to such " bodily injury" or " property
damage" that occurs before the end of the pe-
riod of time for which the " written contract re-
quiring insurance" requires you to provide
such coverage or the end of the policy period,
whichever is earlier.

2. The following is added to Paragraph 4.a. of SEC-
TION IV — COMMERCIAL GENERAL LIABILITY
CONDITIONS:

The insurance provided to the additional insured
is excess over any valid and collectible " other in-
surance", whether primary, excess, contingent or
on any other basis, that is available to the addi-
tional insured for a loss we cover. However, if you
specifically agree in the " written contract requiring
insurance" that this insurance provided to the ad-
ditional insured under this Coverage Part must
apply on a primary basis or a primary and non-
contributory basis, this insurance Is primary to
other insurance" available to the additional in-
sured which covers that person or organization as
a named insured for such loss, and we will not
share with that " other insurance". But this insur-
ance provided to the additional insured still is ex-
cess over any valid and collectible " other insur-
ance", whether primary, excess, contingent or on
any other basis, that is available to the additional
insured when that person or organization is an
additional insured under any " other insurance".

3. The following is added to SECTION IV — COM-
MERCIAL GENERAL LIABILITY CONDITIONS:

Duties Of An Additional Insured
As a condition of coverage provided to the addi-
tional insured:
a. The additional insured must give us written
notice as soon as practicable of an " occur-
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:

CG D414 04 08 0 2008 The Travelers Companies, Inc. Page 1 of 2 448

COMMERCIAL GENERAL LIABILITY

1. How, when and where the " occurrence"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
Ili. The nature and location of any injury or
damage arising out of the " occurrence" or
offense.
b. If a. claim is,.made or " suit" is brought against
the additionalinsured, the additionalinsured
must:

1. Immediately record the specifics of the
claim or " suit" and the date received; and

11. Notify us as soon as practicable.

The additional insured must see to it that we
receive written notice of the claim_ or " suit" as
soon as practicable.
c. The additional insured must immediately send
us copiesof all legal papersreceivedin con-
nection with the claim or'" suit", cooperate with
us in the investigation or settlement of the
claim or defense against the " suit", and oth-
erwise comply with all policy conditions.
d. The additional insured must tender the de-
fense and indemnity of any claim or "suit" to
any provider of other Insurance which would
cover the additional insured for a loss we
cover. However, this condition does not affect
whether- this insurance provided to the addi-
tional insured is primary to that other insur-
ance available to the additional insured which
covers that person or organization as a
named insured.

4. The following is added to the DEFINITIONS Sec-
tion:

Written contract requiring insurance" means that
part of any written contract or agreement under
which you are required to. include a person or or-
ganization as an additional insured on this Cover-
age Part, provided that the " bodily injury" and
property damage" occurs and the " personal in-
jury" is caused by an offense committed:
a. After the signing and execution of the contract
or agreement by you;
b. While that part of the contract or agreement is
in effect; and
c. Before the end of the policy period.

Page 2 of 2 ends

449
Albert A. Webb Associates
Policy Term: 02/01/2022 to 02/01/2023 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: P- 630- 5456P929- TIL- 22 ISSUE DATE: 02- 01- 2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

TOTAL GENERAL AGGREGATE LIMIT

DESIGNATED PROJECT( S) - GENERAL

AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Total General Aggregate Limit: $ 10, 000, 000
Designated Project( s):

EACH " PROJECT" FOR WHICH YOU HAVE AGREED, IN A WRITTEN CONTRACT WHICH IS IN EFFECT DURING

THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED AND EXECUTED BY YOU BEFORE THE " BODILY INJURY" OR " PROPERTY DAMAGE" OCCURS
If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
A. The Total General Aggregate Limit stated in the
Schedule above is the most we will pay for the
sum of all:

1. Medical Expenses under COVERAGE C
SECTION 1);

2. Damages under COVERAGE A ( SECTION 1),
except damages because of " bodily injury" or
property damage" included in the " products -
completed operations hazard"; and

3. Damages under COVERAGE B ( SECTION 1)
regardless of the number of:
a. Insureds;
b. Claims made or " suits" brought;
c. Persons or organizations making claims or
bringing " suits"; or
d. Designated " projects" listed in the SCHED-
ULE above.

B. For all sums which the insured becomes legally
obligated to pay as damages caused by " occur-
rences" under COVERAGE A ( SECTION 1), and
for all medical expenses caused by accidents un-
der COVERAGE C ( SECTION 1), which can be at-
tributed only to operations at a single designated
project" shown in the Schedule above:

1. A separate Designated Project General Ag-
gregate Limit applies to each designated " pro-
ject", and that limit is equal to the amount of
the General Aggregate Limit shown in the
Declarations.

2. Subject to the Total General Aggregate Limit
stated in the Schedule above, the Designated
Project General Aggregate Limit is the most
we will pay for the sum of all damages under
COVERAGE A, except damages because of
bodily injury" or " property damage" included
in the " products -completed operations haz-
ard", and for medical expenses under COV-
ERAGE C regardless of the number of:
a. Insureds;
b. Claims made or " suits" brought; or
c. Persons or organizations making claims
or bringing " suits".

CG D3 21 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 450

COMMERCIAL GENERAL LIABILITY

3. Any payments made under COVERAGE A for
damages or under COVERAGE C for medical
expenses shall reduce both the Total General
Aggregate Limit stated in the Schedule
above, and the Designated Project General
Aggregate Limit for that designated " project".

Such payments shall not reduce the General
Aggregate Limit shown in the Declarations
nor shall they reduce any other Designated
Project General Aggregate Limit for any other
designated " project" shown in the Schedule
above.

4. The limits shown in the Declarations for Each
Occurrence, Damage To Premises Rented To
You and Medical Expense continue to apply.

However, instead of being subject to the
General Aggregate Limit shown in the Decla-
rations, such limits will be subject to both the
Total General Aggregate Limit stated in the
Schedule above, and the applicable Desig-
nated Project General Aggregate Limit.

C. For all sums which the insured becomes legally
obligated to pay as damages caused by " occur-
rences" under COVERAGE A ( SECTION 1), and
for all medical expenses caused by accidents un-
der COVERAGE C ( SECTION 1), which cannot be
attributed only to operations at a single desig-
nated " project" shown in the Schedule above:

1. Any payments made under COVERAGE A for
damages or under COVERAGE C for medical
expenses shall reduce the amount available
under the Total General Aggregate Limit
stated in the Schedule above and the General
Aggregate Limit, or the Products - Completed
Operations Aggregate Limit, whichever is ap-
plicable; and

2. Such payments shall not reduce any Desig-
nated Project General Aggregate Limit.

As respects this Provision C., the limits shown in
the Declarations for Each Occurrence, Damage
To Premises Rented To You and Medical Ex-
pense continue to apply.

D. Part 2. of SECTION III — LIMITS OF INSURANCE
is deleted and replaced by the following:

2. The General Aggregate Limit is the most we
will pay for the sum of:
a. Damages under Coverage B; and
b. Damages from " occurrences" under
COVERAGE A ( SECTION 1) and for all
medical expenses caused by accidents
under COVERAGE C ( SECTION 1) which
cannot be attributed only to operations at
a single designated " project" shown in the
SCHEDULE above.

E. When coverage for liability arising out of the
products -completed operations hazard" is pro-
vided, any payments for damages because . of
bodily injury" or " property damage" included in
the " products -completed operations hazard" will
reduce the Products -Completed Operations Ag-
gregate Limit, and not reduce the Total General
Aggregate Limit stated in the Schedule above, the
General Aggregate Limit, or the Designated Pro-
ject General Aggregate Limit.

F. For the purposes of this endorsement the Defini-
tions Section is amended by the addition of the
following definition:

Project" means an area away from premises
owned by or rented to you at which you are per-
forming operations pursuant to a contract or
agreement. For the purposes of determining the
applicable aggregate limit of insurance, each
project" that includes premises involving the
same or connecting lots, or premises whose con-
nection is interrupted only by a street, roadway,
waterway or right-of-way of a railroad shall be
considered a single " project".

G. The provisions of LIMITS OF INSURANCE
SECTION III) not otherwise modified by this en-
dorsement shall continue to apply as stipulated.

Page 2 of 2 ends

451
Albert A. Webb Associates
Policy Number: BA- 3L23491A- 22-43-G
Policy Term: 02/01/2022 to 02/01/2023 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON- CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph A. 1.c., Who
Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person' s or organization' s liability for the
conduct of another " insured".

2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV — BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreement between you and that person or
organization, that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period, requires
this insurance to be primary and non-contributory.

CA T4 74 02 16 u 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 452
Albert A. Webb Associates
Policy Number: BA- 3L23491A- 22-43-G
Policy Term: 02/01/2022 to 02/ 01/2023

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
F. HIRED AUTO — LIMITED WORLDWIDE COV-
ERAGE — INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE — GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A. 1., Who Is
An Insured, of SECTION 11— COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form dur-
ing the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only un-
til the 180th day after you acquire or form the or-
ganization or the end of the policy period, which-
ever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A. 1.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the " bodily injury" or
property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional insured is an " insured" for Covered Autos
Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an " insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A. 1.,
Who Is An Insured, of SECTION 11 — COV-
ERED AUTOS LIABILITY COVERAGE:

An " employee" of yours is an " insured" while
operating an " auto" hired or rented under a
contract or agreement in an " employee' s"
name, with your permission, while performing
duties related to the conduct of your busi-
ness.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV — BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered " autos" you own:
1) Any covered " auto" you lease, hire,
rent or borrow, and
2) Any covered " auto" hired or rented by
your " employee" under a contract in
an " employee' s" name, with your
CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 453

COMMERCIAL AUTO
permission, while performing duties a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions
auto" However, any auto that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada:
covered " auto". 1) You must arrange to defend the " in- D. EMPLOYEES AS INSURED sured" against, and investigate or set - tie any such claim or " suit" and keep
The following is.added to Paragraph. Aj., Who Is us advised of all proceedings and ac- An Irisur,ed.. of SECTION II — COVEREDAUTOS tions.

LIABILITY COVERAGE:
11) Neither you nor any other involved
Any "employee" of yours is an "insured" while us- insured" will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs.
iii) We may, at our discretion, participate
SUPPLEMENTARY PAYMENTS — INCREASEDE. SU in defending the " insured" against, orLlilPP in the settlement of, any claim or

1. The following replaces Paragraph A.2.a.(2), suit".
of SECTION II — COVERED AUTOS LIABIL- iv) We will reimburse the " insured" for ITY COVERAGE: sums that the " insured" legally must
2) Up to $ 3, 000 for cost of bail bonds ( in- pay as damages because of " bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an " accident" this insurance applies, that the " in - we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para-

2. The following replaces Paragraph A. 2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE.
4) All reasonable expenses incurred by the
v) We will reimburse the " insured" for
insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $ 500 a day be- with our consent for your Investiga- cause of time off from work. tion of such claims and your defense of the " insured" against any such
F. HIRED AUTO — LIMITED WORLDWIDE COV- suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph ( 5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to
5) Anywhere in the world, except any country or makesuch paymentsendswhenwe jurisdiction while any trade sanction, em- have used up the applicablelimit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro-
settlements or defense expenses.
hibits the transaction of business with or b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the " insured" whether primary, excess, auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less c) This insurance is not a substitute for re - and that is not an " auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your " employees",
country outside the United States, its ter -
partners ( if you are a partnership), members ritories and possessions, Puerto Rico and if you are a limited liability company) or Canada.
members of their households.

Page 2 of 4 ends

Includescopyrightedmaterialof InsuranceServicesOffice, Inc. withits permission. 454
You agree to maintain all required or
compulsory insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.
d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliancein any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE — GLASS
Thefollowingis addedto ParagraphD., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

No deductible for a covered " auto" will apply to
glass damage If the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Para-
graph A. 4. b., Loss Of Use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $ 65 per day, to a maximum of
750 for any one "accident".

I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
The following replaces the first sentence in Para-
graph A. 4. a., Transportation Expenses, of
SECTION III — PHYSICAL DAMAGE COVER-
AGE:

We will pay up to $ 50 per day to a maximumof
1,500for temporarytransportationexpensein-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following Is added to Paragraph A. 4., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:

Personal Property
We will pay up to $ 400 for " loss" to wearing ap-
parel and other personal property which is:
1) Owned by an " insured"; and

COMMERCIAL AUTO
2) In or on your covered " auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclu-
slons, of SECTION III - PHYSICAL DAMAGE
COVERAGE:

Exclusion 3. a. does not apply to " loss" to, one or
more airbags in a covered "auto" you own that In-
flate due to a cause other than a cause of " lossother. set forth in Paragraphs . 1.b. and A.1.c., but
only:
a. If that " auto" is a covered " auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $ 1,000 for any
one " loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representa-
tive prompt notice of the " accident" or "loss" ap-
plies only when the " accident" or "loss" is. known
to:
a) You (if you are an individual);
b) A partner ( if you are a partnership);
c) A member ( if you are a limited liability com-
pany);
d) An executive officer, director . or insurance
manager. (if you are a corporation or other or-
ganization); or
e) Any " employee" authorized by you to give no-
tice of the " accident" or " loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A. 5., Transfer
Of Rights Of RecoveryAgainst Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS:

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to e ex-
tent required of you by a written contract
signed and executed prior to any " accident"
or " loss", provided that the "accident" or "loss"
arises out of operations contemplated by
CA T3 53 0215 © 2015 The Travelers Indemnity Company. AArights reserved. Page 3 of 4 Includes copyrighted material of Insurance services Office, Incawith its permission. 455

COMMERCIAL AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this Insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS everthis provisiondoes notaffectour rightto col - The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment,. Misrepresentation, Or Fraud, of cancellation or non - renewal.

SECTION IV —. BUSINESS AUTO CONDITIONS:

Page 4 of 4 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 456
TRAVELERS. 1

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) - 003
POLICY NUMBER: UB- 4J648178- 21- 43- G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA

BLANKET WAIVER)
Wehavethe right to recover our payments from anyone liable for an injury covered by this policy. Wewill not enforce our right against the person or organization named in the Schedule.

The additional premium for this endorsement shall be 2. 00 % of the California workers' compensation pre- mium.

Person or Organization

ANY PERSON OR ORGANIZATION

FOR WHICH THE INSURED HAS

AGREED BY WRITTEN CONTRACT

EXECUTED PRIOR TO LOSS TO
FURNISH THIS WAIVER.

Schedule
Job Description

ARCHITECTURAL SERVICES
This endorsementchangesthe policy to which it is attachedand is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 09/ 01/ 2021- 09/ 01/ 2022
Insured Albert A. Webb Associates
Insurance Company
Policy No. uB- 4j648178- 21- 43- G Endorsement No.

Premium
Countersigned by
DATE OF ISSUE: 09- 1- 21 ST ASSIGN: Page 1 of 1
457
458

459

•
•
•
•
460

461
Item Description
Joseph Caldwell
Eric Hays
Ranjit Singh
Xin Ai
Tiana Mundell
Party Chief/2-Person
Survey Crew
Total Hours
Subtotal - Labor
Sub-consultant
budget
Sub-consultant
budget
Expenses
Total/task
Total/task1
Billout Rate 302$ 287$ 287$ 220$ 135$ 314$ Task 1 - Backup Data Research and Compilation 11 22 60 38 131 27,966$ -$ -$ -$ 27,966$ 27,966$

1.1 Schleishman/Scholar 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.2 Scholar/Limonite 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.3 Limonite/Sendero 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.4 Schleishman/Moonflower 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.5 Schleishman/Archibald 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.6 Baron/River 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.7 BrightGem/Cucamonga Creek 1 2 4 2 9 2,026$ -$ 2,026$ 2,026$

1.8 Schleishman/Whitewall 1 2 8 6 17 3,446$ -$ 3,446$ 3,446$

1.9 Tiburon/Cucamonga 1 2 8 6 17 3,446$ -$ 3,446$ 3,446$

1.10 Jake Way/Walters 1 2 8 6 17 3,446$ -$ 3,446$ 3,446$

1.11 Brookshire Court 1 2 8 6 17 3,446$ -$ 3,446$ 3,446$ Task 2 - Preliminary Utility Research 11 22 11 11 55 12,936$ -$ -$ -$ 12,936$ 12,936$

2.1 Schleishman/Scholar 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.2 Scholar/Limonite 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.3 Limonite/Sendero 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.4 Schleishman/Moonflower 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.5 Schleishman/Archibald 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.6 Baron/River 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.7 BrightGem/Cucamonga Creek 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.8 Schleishman/Whitewall 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.9 Tiburon/Cucamonga 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.10 Jake Way/Walters 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$

2.11 Brookshire Court 1 2 1 1 5 1,176$ -$ -$ 1,176$ 1,176$ Task 3 - Infiltration Testing 1 4 4 8 17 3,410$ 28,890$ 33,224$ -$ 36,634$ 36,634$

3.1 Testing of 11 Basins (2 Tests East) 1 4 4 8 17 3,410$ 28,890$ 33,224$ 36,634$ 36,634$ Task 4 - Updated Drainage Analysis 11 22 90 11 134 30,921$ -$ -$ -$ 30,921$ 30,921$

4.1 Schleishman/Scholar 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.2 Scholar/Limonite 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.3 Limonite/Sendero 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.4 Schleishman/Moonflower 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.5 Schleishman/Archibald 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.6 Baron/River 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.7 BrightGem/Cucamonga Creek 1 2 6 1 10 2,331$ -$ -$ 2,331$ 2,331$

4.8 Schleishman/Whitewall 1 2 12 1 16 3,651$ -$ -$ 3,651$ 3,651$

4.9 Tiburon/Cucamonga 1 2 12 1 16 3,651$ -$ -$ 3,651$ 3,651$

4.10 Jake Way/Walters 1 2 12 1 16 3,651$ -$ -$ 3,651$ 3,651$

4.11 Brookshire Court 1 2 12 1 16 3,651$ -$ -$ 3,651$ 3,651$ Task 5 - Water Quality Treatment Strategy 11 33 88 11 143 33,638$ -$ -$ -$ 33,638$ 33,638$

5.1 Schleishman/Scholar 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$ Eastvale BMP Retrofit Masterplan
City of Eastvale
J:\FORMAL PROPOSALS\City of Eastvale\P20233264 - BMP Masterplan\Manhour-Estimate BMP Retrofit Masterplan.xlsx 9/8/202312:05 PM 462 Item Description
Joseph Caldwell
Eric Hays
Ranjit Singh
Xin Ai
Tiana Mundell
Party Chief/2-Person
Survey Crew
Total Hours
Subtotal - Labor
Sub-consultant
budget
Sub-consultant
budget
Expenses
Total/task
Total/task1
Eastvale BMP Retrofit Masterplan
City of Eastvale

5.2 Scholar/Limonite 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.3 Limonite/Sendero 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.4 Schleishman/Moonflower 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.5 Schleishman/Archibald 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.6 Baron/River 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.7 BrightGem/Cucamonga Creek 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.8 Schleishman/Whitewall 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.9 Tiburon/Cucamonga 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.10 Jake Way/Walters 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$

5.11 Brookshire Court 1 3 8 1 13 3,058$ -$ -$ 3,058$ 3,058$ Task 6 - Conceptual BMP Design 11 22 88 11 132 30,481$ -$ -$ -$ 30,481$ 30,481$

6.1 Schleishman/Scholar 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.2 Scholar/Limonite 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.3 Limonite/Sendero 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.4 Schleishman/Moonflower 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.5 Schleishman/Archibald 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.6 Baron/River 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.7 BrightGem/Cucamonga Creek 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.8 Schleishman/Whitewall 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.9 Tiburon/Cucamonga 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.10 Jake Way/Walters 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$

6.11 Brookshire Court 1 2 8 1 12 2,771$ -$ -$ 2,771$ 2,771$ Task 7 - Planning Level Cost Estimate 11 22 11 44 9,482$ -$ -$ -$ 9,482$ 9,482$

7.1 Schleishman/Scholar 1 2 1 4 862$ -$ -$ 862$ 862$

7.2 Scholar/Limonite 1 2 1 4 862$ -$ -$ 862$ 862$

7.3 Limonite/Sendero 1 2 1 4 862$ -$ -$ 862$ 862$

7.4 Schleishman/Moonflower 1 2 1 4 862$ -$ -$ 862$ 862$

7.5 Schleishman/Archibald 1 2 1 4 862$ -$ -$ 862$ 862$

7.6 Baron/River 1 2 1 4 862$ -$ -$ 862$ 862$

7.7 BrightGem/Cucamonga Creek 1 2 1 4 862$ -$ -$ 862$ 862$

7.8 Schleishman/Whitewall 1 2 1 4 862$ -$ -$ 862$ 862$

7.9 Tiburon/Cucamonga 1 2 1 4 862$ -$ -$ 862$ 862$

7.10 Jake Way/Walters 1 2 1 4 862$ -$ -$ 862$ 862$

7.11 Brookshire Court 1 2 1 4 862$ -$ -$ 862$ 862$ Task 8 - Master Plan Exhibits 4 6 24 6 40 9,020$ -$ -$ -$ 9,020$ 9,020$

8.1 Exhibit Preparation 4 6 24 6 40 9,020$ -$ -$ 9,020$ 9,020$ Task 9 - Master Plan Report 22 35 60 16 133 32,049$ -$ -$ -$ 32,049$ 32,049$

9.1 Draft Report 12 20 40 8 80 19,244$ -$ -$ 19,244$ 19,244$

9.2 Final Report 10 15 20 8 53 12,805$ -$ -$ 12,805$ 12,805$ Task 10 - Project Management 7 43 37 61 148 30,830$ -$ -$ -$ 30,830$ 30,830$

10.1 Meetings 7 13 13 13 46 10,460$ -$ -$ 10,460$ 10,460$ J:\FORMAL PROPOSALS\City of Eastvale\P20233264 - BMP Masterplan\Manhour-Estimate BMP Retrofit Masterplan.xlsx 9/8/202312:05 PM 463 Item Description
Joseph Caldwell
Eric Hays
Ranjit Singh
Xin Ai
Tiana Mundell
Party Chief/2-Person
Survey Crew
Total Hours
Subtotal - Labor
Sub-consultant
budget
Sub-consultant
budget
Expenses
Total/task
Total/task1
Eastvale BMP Retrofit Masterplan
City of Eastvale

10.2 Agendas and Minutes 12 12 24 48 9,324$ -$ -$ 9,324$ 9,324$

10.3 Project Schedule 6 12 18 3,342$ -$ -$ 3,342$ 3,342$

10.4 PDT Meetings (12 Meetings) 12 12 12 36 7,704$ -$ -$ 7,704$ 7,704$ Task 11 - QA/QC 16 40 56 16,312$ -$ -$ -$ 16,312$ 16,312$

11.1 QA/QC 16 40 56 16,312$ -$ -$ 16,312$ 16,312$ 94 209 40 495 184 11 1033 237,045$ 28,890$ 33,224$ -$ 270,269$ 270,269$ Total

1. Rounded to the nearest $1.

J:\FORMAL PROPOSALS\City of Eastvale\P20233264 - BMP Masterplan\Manhour-Estimate BMP Retrofit Masterplan.xlsx 9/8/202312:05 PM 464 465
ID Task
Mode
Task Name Duration Start Finish Predecessors Resource Na mes 1 2 Notice to Proceed 0 days Mon 11/13/23 Mon 11/13/23
3 Task 1 - Backup Data Research and Compilation 4 wks Mon 11/13/23 Fri 12/8/23 2 WEBB/City 4 5 Task 2 - Preliminary Utility Research 6 wks Mon 11/13/23 Fri 12/22/23 2 WEBB 6 7 Task 3 - Infiltration Testing 6 wks Mon 11/27/23 Fri 1/5/24 2FS+10 days Geocon 8 9 Task 4 - Updated Drainage Analysis 2.5 mons Mon 12/11/23 Fri 2/16/24 3 WEBB 10 11 Task 5 - Water Quality Treatment Strategy 2.5 mons Mon 2/12/24 Fri 4/19/24 9FS-5 days WEBB/City 12 13 Task 6 - Conceptual BMP Design 3 mons Mon 4/15/24 Fri 7/5/24 11FS-5 days WEBB 14 15 Task 7 - Planning Level Cost Estimate 1 mon Mon 7/8/24 Fri 8/2/24 13 WEBB 16 17 Task 8 - Master Plan Exhibits 1 mon Mon 7/8/24 Fri 8/2/24 15FF WEBB 18 19 Task 9 - Master Plan Report 75 days Mon 7/8/24 Fri 10/18/24 20 Draft Report 5 wks Mon 7/8/24 Fri 8/9/24 13 WEBB
21 City Review 4 wks Mon 8/26/24 Fri 9/20/24 20FS+10 days City 22 Final Report 3 wks Mon 9/30/24 Fri 10/18/24 21FS+5 days WEBB 23 24 Task 10 - Project Management 250 days Mon 11/13/23 Fri 10/25/24 WEBB 25 26 Task 11 - QA/QC 250 days Mon 11/13/23 Fri 10/25/24 WEBB 11/13
WEBB/City
WEBB
Geocon
WEBB
WEBB/City
WEBB
WEBB
WEBB
WEBB
City
WEBB
WEBB
WEBB
11/5 11/12 11/19 11/26 12/3 12/10 12/17 12/24 12/31 1/7 1/14 1/21 1/28 2/4 2/11 2/18 2/25 3/3 3/10 3/17 3/24 3/31 4/7 4/14 4/21 4/28 5/5 5/12 5/19 5/26 6/2 6/9 6/16 6/23 6/30 7/7 7/14 7/21 7/28 8/4 8/11 8/18 8/25 9/1 9/8 9/15 9/22 9/29 10/6 10/13 10/20 10/27 11/3 11/10 Nov '23 Dec '23 Jan '24 Feb '24 Mar '24 Apr '24 May '24 Jun '24 Jul '24 Aug '24 Sep '24 Oct '24 Nov '24 Task
Split
Milestone
Summary
Project Summary
External Tasks
External Milestone
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
Deadline
Progress
City of Eastvale - BMP Retrofit Master Plan - Preliminary Schedule

Page 1 ends

Project: Proposal Schedule
Date: Fri 9/8/23
466
RESOLUTION NO. 23-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, AMENDING ITS 2023-24 CAPITAL IMPROVEMENT FISCAL BUDGET FOR THE EASTVALE

ALTERNATE DRAINAGE PLAN MASTER PLAN
WHEREAS the budget for fiscal year 2022-23 of the City of Eastvale has been adopted by this Council in its original form, and said budget will need to be amended at times to fulfill the goals of the City; and
WHEREAS, the City departments may not exceed their appropriations by character of expense, with character of expense being defined as personnel services, services and supplies, capital outlay, debt service and transfers, without the consent of the City Manager; and WHEREAS, the City Manager may transfer appropriations, between accounts, departments, programs, and funds, as long as those appropriations do not exceed the grand total budget approved by Council.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

SECTION 1. AUTHORIZE AN APPROPRIATION IN THE MISCELLANEOUS GRANTS FUND, CAPITAL OUTLAY STORM DRAINAGE ACCOUNT NO. 240-510-6664-93031 IN THE AMOUNT OF $240,000.00 FOR THE EASTVALE ALTERNATE DRAINAGE PLAN MASTER PLAN FUNDED THROUGH THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT.

PASSED, APPROVED AND ADOPTED this 27th day of September 2023. __________________________________________
Todd Rigby
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk
467

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 23-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 27th day of September 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk
468

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.12
September 27, 2023
Approval & Adoption of Amended 457 Deferred Compensation Prepared By:

Maricela Mejia, Deputy HR & Risk Management Director
Recommended Action(s)
Staff recommends that the City Council:
1 .

Approve the Adoption Agreement for Eligible Governmental 457 Plan; and 2 .

Adopt Resolution 23-XX Amending the 457 Deferred Compensation Plan; and 3 .

Authorize the City Manager to execute all necessary documents.

Summary
The City of Eastvale seeks to remain compe22ve in retaining and a3rac2ng top talent, one of the ways in which we can do this is through the evalua2on of beneﬁt op2ons. Deferred Compensa2on Plans are voluntary savings programs that allows employees to defer any amount, subject to annual limits, from their paycheck on a pretax basis. These plans o6en include a Roth feature which enables a6er-tax contribu2ons. There are numerous beneﬁts to oﬀering a 457 Deferred Compensa2on plan to employees including enhancing the team’s ability to save for re2rement and achieve their ﬁnancial goals, oﬀering tax advantages by allowing contribu2ons to be made on a pre-tax basis which reduces employees’ taxable income and ul2mately lowers their current tax liability, and serving to supplement the employee’s re2rement savings, enabling them to save beyond their CalPERS Retirement Pension.

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
469
Background
The City currently oﬀers its employees a 457 Deferred Compensa2on Plan through the California Public Employers Re2rement System (CalPERS). The last 2me the City evaluated the 457 Deferred Compensa2on Plan was in November 2010 when the current plan with CalPERS was established.

While this plan has served us well, staﬀ recognized the need to evaluate other plan op2ons to help us remain compe22ve. The City partnered with Shuster Advisory Group, LLC to analyze and evaluate other 457 plan op2ons to ensure op2mal beneﬁts for employees, maximize investment op2ons, enhance service and support, and align with organizational goals.

Through this process, it was determined that Voya Financial, Inc. would serve to diversify and expand the investment opportuni2es available to our employees. It would also enhance the ways in which employees can make use of their savings prior to re2rement by oﬀering loan provisions for general purpose loans and for home purchase loans and by oﬀering Qualiﬁed Birth or Adop2on Distribu2on (QBAD) op2ons not currently oﬀered through the CalPERS 457 Deferred Compensa2on Plan. Transi2oning to Voya Financial, Inc. is in alignment with Strategic Plan Ac2on Target G- Organizational Development.

Environmental
N/A
Strategic Plan Action - Priority Level: N/A
| Target #: G
| Goal #: N/A
Organizational Development
Fiscal Impact
The City is currently contrac2ng with Shuster Advisory Group, LLC to analyze, evaluate and transi2on the plan for a cost of $250.00 per month or a total of $3,000.00 annually. There are suﬃcient funds available in the FY 23-24 budget, within the General Fund, General Government department, Other Fringe Benefits account 100-290-6155 for this cost.

Prior City Council/Commission Action
The City Council ﬁrst established the 457 Deferred Compensa2on Plan through CalPERS via Resolution 10-44 on November 17, 2010.

Attachment(s)
Attachment 1 - Adoption Agreement for Eligible Governmental 457 Plans

Attachment 2 - Resolution 23-XX Amending the 457 Deferred Compensation Plan

Attachment 3 - City of Eastvale 457(b) Plan -Participant Loan Policy

Attachment 4 - City of Eastvale 457(b) Plan Summary of 457 Plan Provisions

A3achment 5 - City of Eastvale 457(b) Plan Summary Plan Descrip2on Material Modiﬁca2ons-Secure Act

Attachment 6 - City of Eastvale 457b Plan

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
470
Eligible 457 Plan

ADOPTION AGREEMENT FOR
ELIGIBLE GOVERNMENTAL 457 PLAN

The undersigned Employer, by executing this Adoption Agreement, establishes an Eligible 457 Plan ("Plan"). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Plan provisions. This Adoption Agreement, the basic plan document and any attached Appendices, amendments, or agreements permitted or referenced therein, constitute the Employer's entire plan document. All "Election" references within this Adoption Agreement or the basic plan document are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer may lengthen any space or line, or create additional tiers. When Employer-supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

1. EMPLOYER (1.11).

Name: City of Eastvale
Address: 12363 Limonite Avenue, Suite 910
Street
Eastvale California 91752
City State Zip
Telephone: (951) 361-0900
Taxpayer Identification Number (TIN): 27-3240221

2. PLAN NAME.

Name: City of Eastvale 457(b) Plan

3. PLAN YEAR (1.25). Plan Year means the 12 consecutive month period (except for a short Plan Year) ending every (Choose one of a. or b. and choose c. if applicable): [Note: Complete any applicable blanks under Election c. with a specific date, e.g., "June 30" OR "the last day of February" OR "the first Tuesday in January." In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., "May 1, 2013."]
a. [X] December 31.
b. [ ] Plan Year: ending: . c. [ ] Short Plan Year: commencing: and ending: .

4. EFFECTIVE DATE (1.08). The Employer's adoption of the Plan is a (Choose one of a. or b. Complete c. if new plan OR complete c. and d. if an amendment and restatement. Choose e. if applicable):
a. [ ] New Plan.
b. [X] Restated Plan. The Plan is a substitution and amendment of an existing 457 plan.

Initial Effective Date of Plan
c. [X] November 17, 2010 (enter month day, year; hereinafter called the "Effective Date" unless 4d is entered below)

Restatement Effective Date (If this is an amendment and restatement, enter effective date of the restatement.) d. [X] October 24, 2023 (enter month day, year)

Special Effective Dates: (optional)
e. [ ] Describe: .

5. CONTRIBUTION TYPES. (If this is a frozen Plan (i.e., all contributions have ceased), choose a. only):

Frozen Plan
a. [ ] Contributions cease. All Contributions have ceased or will cease (Plan is frozen).

1. Effective date of freeze: [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.]

471
Eligible 457 Plan

© 2020 2
Contributions. The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan (Choose one or more of b. through d. if applicable):
b. [X] Pre-Tax Elective Deferrals. The dollar or percentage amount by which each Participant has elected to reduce his/her Compensation, as provided in the Participant's Salary Reduction Agreement (Choose one or more as applicable.):

And will Matching Contributions be made with respect to Elective Deferrals?

1. [ ] Yes. See Question 16.

2. [X] No.

And will Roth Elective Deferrals be made?

3. [X] Yes. [Note: The Employer may not limit Deferrals to Roth Deferrals only.]

4. [ ] No.

c. [ ] Nonelective Contributions. See Question 17.
d. [X] Rollover Contributions. See Question 30.

6. EXCLUDED EMPLOYEES (1.10). The following Employees are Excluded Employees and are not eligible to participate in the Plan (Choose one of a. or b.):
a. [X] No exclusions. All Employees are eligible to participate. b. [ ] Exclusions. The following Employees are Excluded Employees (Choose one or more of 1. through 4.):

1. [ ] Part-time Employees. The Plan defines part-time Employees as Employees who normally work less than hours per week.

2. [ ] Hourly-paid Employees.

3. [ ] Leased Employees. The Plan excludes Leased Employees.

4. [ ] Specify: .

7. INDEPENDENT CONTRACTOR (1.16). The Plan (Choose one of a., b. or c.):
a. [ ] Participate. Permits Independent Contractors to participate in the Plan. b. [X] Not Participate. Does not permit Independent Contractors to participate in the Plan. c. [ ] Specified Independent Contractors. Permits the following specified Independent Contractors to participate:
.
[Note: If the Employer elects to permit any or all Independent Contractors to participate in the Plan, the term Employee as used in the Plan includes such participating Independent Contractors.]

8. COMPENSATION (1.05). Subject to the following elections, Compensation for purposes of allocation of Deferral Contributions means:

Base Definition (Choose one of a., b., c. or d.):
a. [ ] Wages, tips and other compensation on Form W-2. b. [ ] Code §3401(a) wages (wages for withholding purposes). c. [X] 415 safe harbor compensation.
d. [ ] Alternative (general) 415 Compensation.
[Note: The Plan provides that the base definition of Compensation includes amounts that are not included in income due to Code §§401(k), 125,132(f)(4), 403(b), SEP, 414(h)(2), & 457. Compensation for an Independent Contractor means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies below.]

Modifications to Compensation definition. The Employer elects to modify the Compensation definition as follows (Choose one of e. or f.):
e. [X] No modifications. The Plan makes no modifications to the definition. f. [ ] Modifications (Choose one or more of 1. through 5.):

1. [ ] Fringe benefits. The Plan excludes all reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

2. [ ] Elective Contributions. [1.05(E)] The Plan excludes a Participant's Elective Contributions. 472
Eligible 457 Plan

3. [ ] Bonuses. The Plan excludes bonuses.

4. [ ] Overtime. The Plan excludes overtime.

5. [ ] Specify: .

Compensation taken into account. For the Plan Year in which an Employee first becomes a Participant, the Plan Administrator will determine the allocation of matching and nonelective contributions by taking into account (Choose one of g. or h.):
g. [ ] Plan Year. The Employee's Compensation for the entire Plan Year. (N/A if no matching or nonelective contributions) h. [ ] Compensation while a Participant. The Employee's Compensation only for the portion of the Plan Year in which the Employee actually is a Participant. (N/A if no matching or nonelective contributions)

9. POST-SEVERANCE COMPENSATION (1.05(F)). Compensation includes the following types of Post-Severance Compensation paid within any applicable time period as may be required (Choose one of a. or b.):
a. [ ] None. The Plan does not take into account Post-Severance Compensation as to any Contribution Type except as required under the basic plan document.
b. [X] Adjustments. The following Compensation adjustments apply (Choose one or more):

1. [X] Regular Pay. Post-Severance Compensation will include Regular Pay and it will apply to all Contribution Types.

2. [X] Leave-Cashouts. Post-Severance Compensation will include Leave Cashouts and it will apply to all Contribution Types.

3. [ ] Nonqualified Deferred Compensation. Post-Severance Compensation will include Deferred Compensation and it will apply to all Contribution Types.

4. [X] Salary Continuation for Disabled Participants. Post-Severance Compensation will include Salary Continuation for Disabled Participants and it will apply to all Contribution Types.

5. [X] Differential Wage Payments. Post-Severance Compensation will include Differential Wage Payments (military continuation payments) and it will apply to all Contribution Types.

6. [ ] Describe alternative Post-Severance Compensation definition, limit by Contribution Type, or limit by Participant group: .

10. NORMAL RETIREMENT AGE (1.20). A Participant attains Normal Retirement Age under the Plan (Choose one of a. or b.):
a. [X] Plan designation. [Plan Section 3.05(B)] When the Participant attains age 50 when a Participant may retire and receive full benefits under the Employer's Pension Plan . [Note: The age may not exceed age 70 1/2. The age may not be less than age 65, or, if earlier, the age at which a Participant may retire and receive benefits under the Employer's pension plan, if any.] b. [ ] Participant designation. [Plan Section 3.05(B) and (B)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age and may not be later than age . [Note: The age may not exceed age 70 1/2.]

Special Provisions for Police or Fire Department Employees (Choose c. and/or d. as applicable):
c. [ ] Police department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.):

1. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 1/2 and may not be less than age 40.]

2. [ ] Participant designation. [Plan Section 3.05(B) and (B)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age (no earlier than age 40) and may not be later than age . [Note: The age may not exceed age 70 1/2.] d. [ ] Fire department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.):

1. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 1/2 and may not be less than age 40.]

11. ELIGIBILITY CONDITIONS (2.01). (Choose one of a. or b.):
a. [X] No eligibility conditions. The Employee is eligible to participate in the Plan as of his/her first day of employment with the employer.
473
Eligible 457 Plan

© 2020 4
b. [ ] Eligibility conditions. To become a Participant in the Plan, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of 1., 2. or 3.):

1. [ ] Age. Attainment of age .

2. [ ] Service. Service requirement (Choose one of a. or b.):
a. [ ] Year of Service. One year of Continuous Service. b. [ ] Months of Service. month(s) of Continuous Service.

3. [ ] Specify: .

12. PLAN ENTRY DATE (1.24). "Plan Entry Date" means the Effective Date and (Choose one of a. through d.):
a. [X] Monthly. The first day of the month coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions, if any.
b. [ ] Annual. The first day of the Plan Year coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions, if any.
c. [ ] Date of hire. The Employee's employment commencement date with the Employer. d. [ ] Specify: .

13. SALARY REDUCTION CONTRIBUTIONS (1.30). A Participant's Salary Reduction Contributions under Election 5b. are subject to the following limitation(s) in addition to those imposed by the Code (Choose one of a. or b.):
a. [X] No limitations.
b. [ ] Limitations. (Choose one or more of 1., 2. or 3.):

1. [ ] Maximum deferral amount. A Participant's Salary Reductions may not exceed: (specify dollar amount or percentage of Compensation).

2. [ ] Minimum deferral amount. A Participant's Salary Reductions may not be less than: (specify dollar amount or percentage of Compensation).

3. [ ] Specify: .
[Note: Any limitation the Employer elects in b.1. through b.3. will apply on a payroll basis unless the Employer otherwise specifies in b.3.]

Special NRA Catch-Up Contributions (3.05). The Plan (Choose one of c. or d.):
c. [X] Permits. Participants may make NRA catch-up contributions.

AND, Special NRA Catch-Up Contributions (Choose one of 1. or 2.): (N/A if no matching contributions)

1. [ ] will be taken into account in applying any matching contribution under the Plan.

2. [ ] will not be taken into account in applying any matching contribution under the Plan. d. [ ] Does not permit. Participants may not make NRA catch-up contributions.

Age 50 Catch-Up Contributions (3.06). The Plan (Choose one of e. or f.):
e. [X] Permits. Participants may make age 50 catch-up contributions.

AND, Age 50 Catch-Up Contributions (Choose one of 1. or 2.): (N/A if no matching contributions)

1. [ ] will be taken into account in applying any matching contribution under the Plan.

2. [ ] will not be taken into account in applying any matching contribution under the Plan. f. [ ] Does not permit. Participants may not make age 50 catch-up contributions.

14. SICK, VACATION AND BACK PAY (3.02(A)). The Plan (Choose one of a. or b.):
a. [X] Permits. Participants may make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay.
b. [ ] Does Not Permit. Participants may not make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay.

15. AUTOMATIC ENROLLMENT (3.02(B)). Does the Plan provide for automatic enrollment (Choose one of the following) [Note: if Eligible Automatic Contribution Arrangement (EACA), select 15c and complete Questions 31 & 32]:
a. [X] Does not apply. Does not apply the Plan's automatic enrollment provisions. 474
Eligible 457 Plan

© 2020 5
b. [ ] Applies. Applies the Plan's automatic enrollment provisions. The Employer as a Pre-Tax Elective Deferral will withhold % from each Participant's Compensation unless the Participant elects a different percentage (including zero) under his/her Salary Reduction Agreement. The automatic election will apply to (Choose one of 1. through 3.):

1. [ ] All Participants. All Participants who as of are not making Pre-Tax Elective Deferrals at least equal to the automatic amount.

2. [ ] New Participants. Each Employee whose Plan Entry Date is on or following: .

3. [ ] Describe Application of Automatic Deferrals: .

c. [ ] EACA. The Plan will provide an Eligible Automatic Contribution Arrangement (EACA). Complete Questions 31 & 32.

16. MATCHING CONTRIBUTIONS (3.03). The Employer Matching Contributions under Election 5.b.1. are made as follows (Choose one or more of a. through d.):
a. [ ] Fixed formula. An amount equal to of each Participant's Salary Reduction Contributions. b. [ ] Discretionary formula. An amount (or additional amount) equal to a matching percentage the Employer from time to time may deem advisable of each Participant's Salary Reduction Contributions. c. [ ] Tiered formula. The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Salary Reduction Contributions, determined as follows:

NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary):

Tiers of Contributions Matching Percentage
(indicate $ or %)
First %
Next %
Next %
Next %
d. [ ] Specify: .

Time Period for Matching Contributions. The Employer will determine its Matching Contribution based on Salary Reduction Contributions made during each (Choose one of e. through h.):
e. [ ] Plan Year.
f. [ ] Plan Year quarter.
g. [ ] Payroll period.
h. [ ] Specify: .

Salary Reduction Contributions Taken into Account. In determining a Participant's Salary Reduction Contributions taken into account for the above-specified time period under the Matching Contribution formula, the following limitations apply (Choose one of i. through l.):
i. [ ] All Salary Reduction Contributions. The Plan Administrator will take into account all Salary Reduction Contributions. j. [ ] Specific limitation. The Plan Administrator will disregard Salary Reduction Contributions exceeding % of the Participant's Compensation.
k. [ ] Discretionary. The Plan Administrator will take into account the Salary Reduction Contributions as a percentage of the Participant's Compensation as the Employer determines.
l. [ ] Specify: .

Allocation Conditions. To receive an allocation of Matching Contributions, a Participant must satisfy the following allocation condition(s) (Choose one of m. or n.):
m. [ ] No allocation conditions.
n. [ ] Conditions. The following allocation conditions apply to Matching Contributions (Choose one or more of 1. through 4.):

1. [ ] Service condition. The Participant must complete the following number of months of Continuous Service during the Plan Year: .
475
Eligible 457 Plan

2. [ ] Employment condition. The Participant must be employed by the Employer on the last day of the Plan Year.

3. [ ] Limited Severance Exception. Any condition specified in 1. or 2. does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death, disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year.

4. [ ] Specify: .

17. NONELECTIVE CONTRIBUTIONS (1.19). The Nonelective Contributions under Election 5.c. are made as follows: (Choose one):
a. [ ] Discretionary - Pro-Rata. An amount the Employer in its sole discretion may determine. b. [ ] Fixed - Pro Rata. % of Compensation. c. [ ] Other. A Nonelective Contribution may be made as follows:
.

Allocation Conditions. (3.08). To receive an allocation of Nonelective Contributions, a Participant must satisfy the following allocation condition(s) (Choose one of d. or e.):
d. [ ] No allocation conditions.
e. [ ] Conditions. The following allocation conditions apply to Nonelective Contributions (Choose one or more of 1. through 4.):

1. [ ] Service condition. The Participant must complete the following number of months of Continuous Service during the Plan Year: .

2. [ ] Employment condition. The Participant must be employed by the Employer on the last day of the Plan Year.

4. [ ] Specify: .

18. TIME AND METHOD OF PAYMENT OF ACCOUNT (4.02). The Plan will distribute to a Participant who incurs a Severance from Employment his/her Vested Account as follows:

Timing. The Plan, in the absence of a permissible Participant election to commence payment later, will pay the Participant's Account (Choose one of a. through e.):
a. [ ] Specified Date. days after the Participant's Severance from Employment. b. [X] Immediate. As soon as administratively practicable following the Participant's Severance from Employment. c. [ ] Designated Plan Year. As soon as administratively practicable in the Plan Year beginning after the Participant's Severance from Employment.
d. [ ] Normal Retirement Age. As soon as administratively practicable after the close of the Plan Year in which the Participant attains Normal Retirement Age.
e. [ ] Specify: .

Method. The Plan, in the absence of a permissible Participant election, will distribute the Participant's Account under one of the following method(s) of distribution (Choose one or more of f. through j. as applicable):
f. [X] Lump sum. A single payment.
g. [X] Installments. Multiple payments made as follows: installment payments for a period of years (payable on an annual, semi- annual, quarterly, or monthly basis) which extends no longer than the life expectancy of the Participant. . h. [ ] Installments for required minimum distributions only. Annual payments, as necessary under Plan Section 4.03. i. [ ] Annuity distribution option(s): .
j. [X] Specify: Partial payments or any combination of the above forms of distributions,. .

Participant Election. [Plan Sections 4.02(A) and (B)] The Plan (Choose one of k., l. or m.):
k. [X] Permits. Permits a Participant, with Plan Administrator approval of the election, to elect to postpone distribution beyond the time the Employer has elected in a. through e. and also to elect the method of distribution (including a method not described in f. through j. above).
l. [ ] Does not permit. Does not permit a Participant to elect the timing and method of Account distribution. m. [ ] Specify: .

476
Eligible 457 Plan

© 2020 7
Mandatory Distributions. Notwithstanding any other distribution election, following Severance from Employment (Choose n. or o.):
n. [X] No Mandatory Distributions. The Plan will not make a Mandatory Distribution. o. [ ] Mandatory Distribution. If the Participant's Vested Account is not in excess of $5,000 (unless a different amount selected below) as of the date of distribution, the Plan will make a Mandatory Distribution following Severance from Employment.

1. [ ] Mandatory Distribution. If the Participant's Vested Account is not in excess of $ as of the date of distribution, the Plan will make a Mandatory Distribution following Severance from Employment.

Rollovers in determination of $5,000 threshold. Unless otherwise elected below, amounts attributable to rollover contributions (if any) will be included in determining the $5,000 threshold for timing of distributions, form of distributions or consent rules. p. [ ] Exclude rollovers (rollover contributions will be excluded in determining the $5,000 threshold) NOTE: Regardless of the above election, if the Participant consent threshold is $1,000 or less, then the Administrator must include amounts attributable to rollovers for such purpose. In such case, an election to exclude rollovers above will apply for purposes of the timing and form of distributions.

19. BENEFICIARY DISTRIBUTION ELECTIONS. Distributions following a Participant's death will be made as follows (Choose one of a. through d.):
a. [ ] Immediate. As soon as practical following the Participant's death. b. [ ] Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death. (N/A if participant is restricted) c. [X] As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 4.03. (N/A if participant is restricted) d. [ ] Describe: .
[Note: The Employer under Election 19d. may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under Election 19c., or include special provisions related to certain beneficiaries, (e.g., a surviving spouse).

However, any election under Election 19d. must require distribution to commence no later than the Section 4.03 required date.]

20. DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT (4.05). A Participant prior to Severance from Employment may elect to receive a distribution of his/her Vested Account under the following distribution options (Choose one of a. or b.):
a. [ ] None. A Participant may not receive a distribution prior to Severance from Employment. b. [X] Distributions. Prior to Severance from Employment are permitted as follows (Choose one or more of 1. through 4.):

1. [X] Unforeseeable emergency. A Participant may elect a distribution from his/her Account in accordance with Plan Section

4.05(A) (for the Participant, spouse, dependents or beneficiaries)

2. [X] De minimis exception. [Plan Section 4.05(B)] If the Participant: (i) has an Account that does not exceed $5,000; (ii) has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution; and (iii) has not received a prior Plan distribution under this de minimis exception, then (Choose one of a., b. or c.):
a. [ ] Participant election. The Participant may elect to receive all or any portion of his/her Account. b. [ ] Mandatory distribution. The Plan Administrator will distribute the Participant's entire Account. c. [X] Hybrid. The Plan Administrator will distribute a Participant's Account that does not exceed $ 1,000 and the Participant may elect to receive all or any portion of his/her Account that exceeds $ 1,000 but that does not exceed $5,000.

3. [X] Age 70 1/2. A Participant who attains age 70 1/2 prior to Severance from Employment may elect distribution of any or all of his/her Account.

4. [ ] Specify: .
[Note: An Employer need not permit any in-service distributions. Any election must comply with the distribution restrictions of Code Section 457(d).]

21. QDRO (4.06). The QDRO provisions (Choose one of a., b. or c.):
a. [X] Apply.
b. [ ] Do not apply.
c. [ ] Specify: .

477
Eligible 457 Plan

22. ALLOCATION OF EARNINGS (5.07(B)). The Plan allocates Earnings using the following method (Choose one or more of a. through f.):
a. [X] Daily. See Section 5.07(B)(4)(a).
b. [ ] Balance forward. See Section 5.07(B)(4)(b).
c. [ ] Balance forward with adjustment. See Section 5.07(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period % of the contributions made during the following Valuation Period: . d. [ ] Weighted average. See Section 5.07(B)(4)(d). If not a monthly weighting period, the weighting period is . e. [ ] Directed Account method. See Section 5.07(B)(4)(e). f. [ ] Describe Earnings allocation method: .
[Note: The Employer under Election 22f. may describe Earnings allocation methods from the elections available under Election 22 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after "x" date.

Balance forward applies to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts).]

23. HEART ACT PROVISIONS (1.31(C)(3)/3.13). The Employer elects to (Choose one of a. or b. and c. or d.):

Continued Benefit Accruals.
a. [ ] Not apply the benefit accrual provisions of Section 3.13. b. [X] Apply the benefit accrual provisions of Section 3.13.

Distributions for deemed severance of employment (1.31(C)(3)) c. [ ] The Plan does NOT permit distributions for deemed severance of employment. d. [X] The Plan permits distributions for deemed severance of employment.

24. VESTING/SUBSTANTIAL RISK OF FORFEITURE (5.11). A Participant's Deferral Contributions are [Note: If a Participant incurs a Severance from Employment before the specified events or conditions, the Plan will forfeit the Participant's non-vested Account. Caution:
if a Deferral is subject to vesting schedule or other substantial risk of forfeiture, it does not count as a deferral for purposes of the annual deferral limit until the year it is fully vested.] (Choose all that apply of a. through d.):
a. [X] 100% Vested/No Risk of Forfeiture. Immediately Vested without regard to additional Service and no Substantial Risk of Forfeiture. The following contributions are 100% Vested:

1. [X] All Contributions. (skip to 25.)

2. [ ] Only the following contributions. (select all that apply):
a. [ ] Salary Reduction Contributions.
b. [ ] Nonelective Contributions.
c. [ ] Matching Contributions.
b. [ ] Forfeiture under Vesting Schedule. Vested according to the following:

Contributions affected. The following contributions are subject to the vesting schedule (Choose one or more of 1., 2. or 3.):

1. [ ] Salary Reduction Contributions.

2. [ ] Nonelective Contributions.

3. [ ] Matching Contributions.

4. [ ] Vesting Schedule.

Years of Service Vested Percentage

%
%
%
%
%

478
Eligible 457 Plan

5. .

[Note: It is extremely rare to apply a vesting schedule to Salary Reduction Contributions.] c. [ ] Substantial Risk of Forfeiture. Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows:

Contributions affected. The following contributions are subject to the substantial risk of forfeiture under c. (Choose one or more of

1., 2. or 3.):

1. [ ] Salary Reduction Contributions.

2. [ ] Nonelective Contributions.

3. [ ] Matching Contributions.

Risk Provisions: Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows (Choose one of 4. or

5.):

4. [ ] The Participant must remain employed by the Employer until , unless earlier Severance from Employment occurs on account of death or disability, as the Plan Administrator shall establish.

5. [ ] Specify: .

Additional Provisions (Choose d. if applicable)
d. [ ] Specify: .

FORFEITURE ALLOCATION. [Plan Sections 5.11(A) and 5.14] The Plan Administrator will allocate any Plan forfeitures as selected below. The Employer has the option to use forfeitures to pay plan expenses first and then allocate the remaining forfeitures in accordance with the selections below: (Choose one of the following):
e. [ ] Additional Contributions. As the following contribution type (Choose one of 1. or 2.):

1. [ ] Nonelective. As an additional Nonelective Contribution.

2. [ ] Matching. As an additional Matching Contribution. f. [ ] Reduce Fixed Contributions. To reduce the following fixed contribution (Choose one of 1. or 2.):

1. [ ] Nonelective. To reduce the Employer's fixed Nonelective Contribution.

2. [ ] Matching. To reduce the Employer's fixed Matching Contribution. g. [ ] Specify: .

25. TRUST PROVISIONS. The following provisions apply to Article VIII of the Plan (Choose as applicable; leave blank if not applicable):
a. [ ] Modifications. The Employer modifies the Article VIII Trust provisions as follows: . The remaining Article VIII provisions apply.
b. [ ] Substitution. The Employer replaces the Trust with the Trust Agreement attached to the Plan.

26. CUSTODIAL ACCOUNT/ANNUITY CONTRACT (8.16). The Employer will hold all or part of the Deferred Compensation in one or more custodial accounts or annuity contracts which satisfy the requirements of Code §457(g) (Choose a. or b., c. if applicable):
a. [X] Custodial account(s).
b. [ ] Annuity contract(s).
c. [ ] Specify: .
[Note: The Employer under c. may wish to identify the custodial accounts or annuity contracts or to designate a portion of the Deferred Compensation to be held in such vehicles versus held in the Trust.]

27. VALUATION. In addition to the last day of the Plan Year, the Trustee (or Plan Administrator as applicable) must value the Trust Fund (or Accounts) on the following Valuation Date(s) (Choose one of a. or b.):
a. [ ] No additional Valuation Dates.
b. [X] Additional Valuation Dates. (Choose one or more of 1., 2. or 3.):

1. [X] Daily Valuation Dates. Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee or Employer is conducting business.

2. [ ] Last day of a specified period. The last day of each of the Plan Year. 479
Eligible 457 Plan

3. [ ] Specified Valuation Dates: .
[Note: The Employer under Election 26b.3. may describe Valuation Dates from the elections available under Election 26b. and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x" date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts).]

28. TRUSTEE (Select all that apply; leave blank if not applicable.):
a. [X] Individual Trustee(s) who serve as Trustee(s) over assets not subject to control by a corporate Trustee. (Add additional Trustees as necessary.)
Name(s) Title(s)
Mark Orme City Manager

Address and Telephone number (Choose one of 1. or 2.):

1. [X] Use Employer address and telephone number.

2. [ ] Use address and telephone number below:

Address:

Street

City State Zip
Telephone:
b. [ ] Corporate Trustee
Name:

Address:

Street

City State Zip
Telephone:

AND, the Corporate Trustee shall serve as:
c. [ ] a Directed (nondiscretionary) Trustee over all Plan assets except for the following:

d. [ ] a Discretionary Trustee over all Plan assets except for the following:

29. PLAN LOANS (5.02(A)). The Plan permits or does not permit Participant Loans (Choose one of a. or b.):
a. [ ] Does not permit.
b. [X] Permitted pursuant to the Loan Policy.

30. ROLLOVER CONTRIBUTIONS (3.09). The Rollover Contributions under Election 5.d. are made as follows:

Who may roll over (Choose one of a. or b.):
a. [ ] Participants only.
b. [X] Eligible Employees or Participants.

480
Eligible 457 Plan

© 2020 11
Sources/Types. The Plan will accept a Rollover Contribution (Choose one of c. or d.):
c. [X] All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan. d. [ ] Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types:
.

Distribution of Rollover Contributions (Choose one of e., f. or g.):
e. [X] Distribution without restrictions. May elect distribution of his/her Rollover Contributions Account in accordance with Plan Section 4.05(C) at any time.
f. [ ] No distribution. May not elect to receive distribution of his/her Rollover Contributions Account until the Plan has a distributable event under Plan Section 4.01.
g. [ ] Specify:

31. EACA Automatic Deferral Provisions (3.14).

Participants subject to the Automatic Deferral Provisions. The Automatic Deferral Provisions apply to Employees who become Participants after the Effective Date of the EACA (except as provided in d. below). Employees who became Participants prior to such Effective Date are subject to the following (a. – d. are optional):
a. [ ] All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until a Participant makes an Affirmative Election after the Effective Date of the EACA. b. [ ] Election of at least Automatic Deferral amount. All Participants, except those who, on the Effective Date of the EACA, are deferring an amount which is at least equal to the Automatic Deferral Percentage. c. [ ] No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the effective date of the EACA regardless of the Salary Reduction Contribution amount under the Agreement. d. [ ] Describe: .

Automatic Deferral Percentage. Unless a Participant makes an Affirmative Election, the Employer will withhold the following Automatic Deferral Percentage (select e. or f.):
e. [ ] Constant. The Employer will withhold % of Compensation each payroll period.

Escalation of deferral percentage (select one or leave blank if not applicable)

1. [ ] Scheduled increases. This initial percentage will increase by % of Compensation per year up to a maximum of of Compensation.

2. [ ] Other (described Automatic Deferral Percentage):

Automatic Deferral Optional Elections
f. [ ] Optional elections (select all that apply or leave blank if not applicable) Suspended Salary Reduction Contributions. If a Participant's Salary Reduction Contributions are suspended pursuant to a provision of the Plan (e.g., distribution due to military leave covered by the HEART Act), then a Participant's Affirmative Election will expire on the date the period of suspension begins unless otherwise elected below.

1. [ ] A Participant's Affirmative Election will resume after the suspension period.

Special Effective Date. Provisions will be effective as of the earlier of the Effective Date of the EACA provisions unless otherwise specified below.

2. [ ] Special Effective Date:

32. In-Plan Roth Rollover Contributions.
a. [X] Yes, allowed.

Effective Date (enter date)

1. [X] In-Plan Roth Rollover Effective Date: November 17, 2010

33. In-Plan Roth Rollover Transfers.
a. [X] Yes, allowed.

Effective Date (enter date)

1. [X] In-Plan Roth Rollover Transfers Effective Date: November 17, 2010 481
Eligible 457 Plan

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the corresponding basic plan document.

EMPLOYER: City of Eastvale

By:

DATE SIGNED

Mark Orme

TRUSTEE DATE SIGNED

482

RESOLUTION NO. 23-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, APPROVING & ADOPTING THE AMENDED 457 PLAN AND TRUST

WHEREAS, the City of Eastvale established a 457(b) Deferred Compensation Plan for the benefit of its employees through the California Public Employees Retirement System (CalPERS) in November 2010; and

WHEREAS, the City of Eastvale determined that evaluating 457(b) plan provider options was in the best interest of the organization to remain competitive in retaining and attracting top talent; and

WHEREAS, the City of Eastvale believes that the Voya Financial proposal and the investment options available thereunder will provide valuable benefits to its employees; and

NOW, THEREFORE, the City Council of the City of Eastvale does hereby resolve, determine, and order as follows:

SECTION 1. The above recitals are true and correct and are incorporated as a material part of this resolution

SECTION 2. The City of Eastvale approves and adopts the Voya Financial, Inc. amended 457(b) Plan and Trust effective October 24, 2023 , for the benefit of its employees and authorizes and directs the City Manager , or his designee, to execute the attached adoption agreement on behalf of the City of Eastvale and any documents relating to the administration of the plan.

PASSED, APPROVED AND ADOPTED this 27th day of September 2023.

__________________________________________
Todd Rigby
Mayor

APPROVED AS TO FORM: ATTEST:

__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
483

City Attorney City Clerk/Communications Director
484

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) §

CITY OF EASTVALE )

I, Marc A. Donohue , City Clerk/Communications Director of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 23-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 27th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

____________________________________
Marc A. Donohue, MMC
City Clerk/Communications Director
485
Loan Forms Explanation

Page 1 of 1 ends

TO THE PLAN ADMINISTRATOR

The following Administrative Forms have been included because the Plan permits loans.

PARTICIPANT LOAN POLICY

The Plan allows loans to Participants. Department of Labor Final Regulations require that the Plan adopt a written Participant Loan Policy. Failure to do so may subject any Participant loan to adverse tax consequences and treatment as a "prohibited transaction" under the Regulations. You should sign this Policy.

APPLICATION FOR PARTICIPANT LOAN, PROMISSORY NOTE and IRREVOCABLE PLEDGE AND ASSIGNMENT

Any loan made to a Participant must comply with the specific provisions of the Plan, the Loan Policy, and the current tax law. You should contact your Plan advisor before a loan transaction is made. Failure to follow the rules governing Plan loans could result in adverse income tax consequences to the Participant and possible tax disqualification or financial penalties to the Plan.

486
Participant Loan Policy

Page 1 of 2 ends

CITY OF EASTVALE 457(B) PLAN

PARTICIPANT LOAN POLICY

City of Eastvale 457(b) Plan permits loans to be made to Participants, their beneficiaries, and alternate payees pursuant to a written loan policy. All references to Participants in this loan policy include Participants who are active employees.

The Plan Administrator is authorized to administer the Participant loan policy. A Participant must apply to the Plan Administrator for a loan in the manner set forth by the Plan Administrator.

1. LOAN APPLICATION/BORROWER QUALIFICATION. Any Participant may apply for a loan from the Plan. A Participant must apply for each loan with an application which specifies the amount of the loan desired, the requested duration for the loan and the source of security for the loan.

All loan applications will be considered by the Plan Administrator within a reasonable time after the Participant applies for the loan.

The Plan Administrator will determine whether a Participant qualifies for a loan, applying such criteria as a commercial lender of funds would apply in like circumstances with respect to the Participant. Such criteria will include, but need not be limited to, the creditworthiness of the Participant and his or her general ability to repay the loan, the period of time such Participant has been employed by the Employer, whether adequate security has been provided for the loan, and whether the Participant agrees, as a condition for receiving the loan, to make repayments through direct, after-tax payroll deduction. The Participant will be required to provide any supporting information deemed necessary by the Plan Administrator. This may include a financial statement, tax returns and such other financial information which the Plan Administrator may consider necessary and appropriate to determine whether a loan should be granted. The Participant will also authorize the Plan Administrator to obtain a credit report on the Participant.

2. LOAN LIMITATIONS. The Plan Administrator will not approve any loan to a Participant in an amount which exceeds 50% of his or her nonforfeitable account balance. The maximum aggregate dollar amount of loans outstanding to any Participant may not exceed $50,000, reduced by the excess of the Participant's highest outstanding Participant loan balance during the 12-month period ending on the date of the loan over the Participant's current outstanding Participant loan balance on the date of the loan. With regard to any loan made pursuant to this loan policy, the following rule(s) and limitation(s) will apply, in addition to such other requirements set forth in the Plan:

 No loan in an amount less than $1,000 will be granted to any Participant.

 A Participant can have One (1) loan(s) currently outstanding from the Plan.

 Loan refinancing is not permitted.

 Loans will be permitted for any reasonable purpose.

3. EVIDENCE AND TERMS OF LOAN. The Plan Administrator will document every loan in the form of a promissory note signed by the Participant for the face amount of the loan, together with a commercially reasonable rate of interest.

Any loan granted or renewed under this policy will bear an interest rate equal to 1% above the prime rate.

The loan must provide at least quarterly payments under a level amortization schedule. If the Participant is currently employed by the Employer, the Plan Administrator will require the Participant receiving a loan from the Plan to enter into either a payroll deduction or an ACH agreement to repay the loan.

The Plan Administrator will fix the term for repayment of any loan, however, in no instance may the term of repayment be greater than five years, unless the loan qualifies as a home loan. A "home loan" is a loan used to acquire a dwelling unit which, within a reasonable time, the Participant will use as a principal residence. The term for a home loan will be 20 years.

All loans will be considered a directed investment from the account(s) of the Participant maintained under the Plan. As such, all payments of principal and interest made by the Participant will be credited only to the account(s) of such Participant.

The Plan will charge that portion of the Participant's account balances with expenses directly related to the loan set-up, annual maintenance, administrative charges, and collection of the note.

A loan, if not otherwise due and payable, is due and payable on termination of the Plan, notwithstanding any contrary provision in the promissory note. Nothing in this loan policy restricts the Employer's right to terminate the Plan at any time.

Participants should note the law treats the amount of any loan (other than a "home loan") not repaid five years after the date of the loan as a taxable distribution on the last day of the five year period or, if sooner, at the time the loan is in default. If a Participant extends a non-home loan having a five year or less repayment term beyond five years, the balance of the loan at the time of the extension is a taxable distribution to the Participant.
487
Participant Loan Policy

Page 2 of 2 ends

4. SECURITY FOR LOAN. The Plan will require that adequate security be provided by the Participant before a loan is granted. For this purpose, the Plan will consider a Participant's interest under the Plan (account balance) to be adequate security. However, in no event will more than 50% of a Participant's vested interest in the Plan (determined immediately after origination of the loan) be used as security for the loan. Generally, it will be the policy of the Plan not to make loans which require security other than the Participant's vested interest in the Plan. However, if additional security is necessary to adequately secure the loan, then the Plan Administrator will require that such security be provided before the loan will be granted.

5. FORM OF PLEDGE. The pledge and assignment of a Participant's account balances will be in the form prescribed by the Plan Administrator.

6. LEAVE OF ABSENCE/SUSPENSION OF PAYMENT. The Plan Administrator will suspend loan repayments for a period not exceeding one year which occurs during an approved leave of absence, either without pay from the Employer or at a rate of pay (after applicable employment tax withholdings) that is less than the amount of the installment payments required under the terms of the loan.

The Plan Administrator will provide the Participant with a written explanation of the effect of the leave of absence upon his or her Plan loan.

7. PAYMENTS AFTER LEAVE OF ABSENCE. When payments resume following a payment suspension in connection with a leave of absence authorized above, the Participant will select one of the following methods to repay the loan, plus accumulated interest:

 The Participant will increase the amount of the required installments to an amount sufficient to amortize the remaining balance of the loan, plus accrued interest, over the remaining term of the loan.

 The Participant will pay a balloon payment of the remaining unpaid principal and interest, at the conclusion of the term of the loan as determined in the promissory note.

 The Participant may extend the maturity of the loan and re-amortize the payments over the remaining term of the loan. In no event will the amount of the adjusted installment payment be less than the amount of the installment payment provided under the promissory note. In the case of a non-military leave of absence, the revised term of the loan will not exceed the maximum term permitted under item 3 above. In the case of a military leave of absence, the revised term of the loan will not exceed the maximum term permitted under item 3 above, augmented by the time the Participant was actually in United States military service.

8. DEFAULT. The Plan Administrator will treat a loan as in default if:

 any scheduled payment remains unpaid beyond the last day of the calendar quarter following the calendar quarter in which the Participant missed the scheduled payment

Upon default, the Participant will have the opportunity to repay the loan, resume current status of the loan by paying any missed payment plus interest or, if distribution is available under the Plan, request distribution of the note. If the loan remains in default, the Plan Administrator will offset the Participant's vested account balances by the outstanding balance of the loan to the extent permitted by law. The Plan Administrator will treat the note as repaid to the extent of any permissible offset. Pending final disposition of the note, the Participant remains obligated for any unpaid principal and accrued interest.

Adopted this ___________ day of __________________________, 20______. This loan policy may be amended from time to time.

Signature of Plan Administrator
City of Eastvale 457(b) Plan
488
Loan Application

Page 1 of 1 ends

CITY OF EASTVALE 457(B) PLAN

APPLICATION FOR PARTICIPANT LOAN

I hereby apply for a loan from the Plan. In support of this loan application, I attach such information which the Plan Administrator may require to determine whether I qualify for the loan. I also authorize the Plan Administrator to secure any credit reports to determine my creditworthiness and ability to repay the loan.

In applying for this loan, I acknowledge that I have been furnished with a copy of the Participant Loan Policy established by the Plan.

If I am presently employed by the Employer sponsoring the Plan, I also understand that I must execute an agreement to use payroll withholding or enter into an ACH agreement to make payments on the loan. Additionally, I understand and agree to execute a pledge of 50% of my account balance as security for the loan. If I am married, the plan terms may also require that my spouse consent to the pledge.

The amount of the loan is $______________ for a period of __________ months (if longer than 60 months, the purpose of the loan must be to acquire your principal residence).

I understand the Plan Administrator will make any loan in reliance on the statements on this APPLICATION FOR PARTICIPANT LOAN which I certify are correct and complete.

I hereby authorize the Plan Administrator to verify the statements in this application and to obtain any information the Plan or its authorized representative may require in connection with this application.

FEES. If you apply for a loan, you will be charged for Plan expenses associated with the loan. All fees are subject to change.

EXECUTED this ________________________________ day of , 20 .

Print Name of Applicant Signature of Applicant

Street Address (include apartment no.) Social Security Number

City State Zip Code
489
Promissory Note - Fixed Interest

Page 1 of 1 ends

CITY OF EASTVALE 457(B) PLAN

PROMISSORY NOTE
(Fixed Interest Rate)

For value received, ____________________________________________________, the undersigned BORROWER, promises to pay the City of Eastvale 457(b) Plan, or order, the sum of ____________________________ dollars $_____________, together with interest on the unpaid balance at the rate of ________% per annum, payable in _________ equal monthly payments of $_____________ each, including interest. The first payment is due on _____________________________, with like payments due on the same date of each month thereafter until the BORROWER has made all payments under this Note.

The BORROWER will make all payments at __________________________________ or such other place as the HOLDER designates in writing. However, if the Borrower is employed by the Plan sponsor, the Borrower must either enter into an agreement to use payroll deduction or must execute an ACH agreement to repay the loan. If not sooner paid, this Note in any event is due and payable ___________________________________.

At the option of the HOLDER of this Note until payment in full or maturity, upon default, all monies payable under this Note are due and immediately payable. The Note is in default if any payment is missed (no grace period). Also, all monies payable under this Note are due and immediately payable upon termination of the Plan.

The BORROWER may prepay the loan without penalty. Each payment first applies to the payment of accrued interest and the balance of each payment applies to the payment of principal.

The BORROWER secures this loan by a pledge and irrevocable assignment of his/her vested interest in City of Eastvale 457(b) Plan.

If the BORROWER does not pay this Note when due, the BORROWER promises to pay all costs of collection and reasonable attorneys' fees incurred by the HOLDER of this Note on account of such collection, whether or not the HOLDER files suit on this Note.

EXECUTED this ________________________________ day of , 20 .

Borrower
490
Promissory Note - Variable Interest

Page 1 of 1 ends

CITY OF EASTVALE 457(B) PLAN

PROMISSORY NOTE
(Variable Interest Rate)

For value received, ____________________________________________________, the undersigned BORROWER, promises to pay City of Eastvale 457(b) Plan, or order, the sum of ____________________________ dollars $_____________, together with interest on the unpaid balance at the rate of ________% per annum, payable in _________ equal monthly payments of $_____________ each, including interest. The first payment is due on _____________________________, with like payments due on the same date of each month thereafter until the BORROWER has made all payments under this Note. The interest rate will adjust prospectively as of January 1st of each year to two points above the prime lending rate on January 1st charged by _____________________________ to its best customers.

The BORROWER will make all payments at _________________________ or such other place as the HOLDER designates in writing. However, if the Borrower is employed by the Plan sponsor, the Borrower must either enter into an agreement to use payroll deduction or must execute an ACH agreement to repay the loan. If not sooner paid, this Note in any event is due and payable ________________________________.

The BORROWER may prepay the loan without penalty. Each payment first applies to the payment of accrued interest and the balance of each payment applies to the payment of principal.

The BORROWER secures this loan by a pledge and irrevocable assignment of his/her vested interest in City of Eastvale 457(b) Plan.

EXECUTED this ________________________________ day of , 20 .

Borrower
491
Irrevocable Pledge

Page 1 of 1 ends

CITY OF EASTVALE 457(B) PLAN

IRREVOCABLE PLEDGE AND ASSIGNMENT

In consideration of a loan to me of $____________________, from City of Eastvale 457(b) Plan (the "Plan"), as evidenced by a copy of the Promissory Note attached to this pledge, I (the "Borrower") hereby irrevocably pledge and assign to the Plan, or to its successor or successors, 50% of my vested account balances, at any time existing under the Plan, but not less than 50% of my vested account balances determined on the date of the loan which is subject to this pledge, to the extent necessary to satisfy such loan, any unpaid interest on such loan, all reasonable attorneys' fees necessary for collection of this obligation and all costs of collection. If I fail to repay this loan when due, or to pay any installment or interest when due, the authorized representatives of the Plan may foreclose on this security or bring a lawsuit to collect the outstanding indebtedness and interest on the indebtedness.

Should my employment terminate with City of Eastvale for any reason while this obligation is unpaid and under circumstances in which the Plan would ordinarily make a distribution from the Plan to me or to my named beneficiary, I authorize the Plan to reduce the amount otherwise distributable to me or to my named beneficiary, by this outstanding indebtedness, together with any accrued interest due on the indebtedness.

This Irrevocable Pledge and Assignment shall bind my heirs, personal representatives or other legal representatives.

EXECUTED this ________________________________ day of , 20 .

Borrower
492

CITY OF EASTVALE 457(B) PLAN

SUMMARY OF 457 PLAN PROVISIONS

493

1 TABLE OF CONTENTS

INTRODUCTION TO YOUR PLAN

ARTICLE I

PARTICIPATION IN THE PLAN
Am I eligible to participate in the Plan? ........................................................................................................................................................... 1 When am I eligible to participate in the Plan? .................................................................................................................................................. 1 When is my entry date? .................................................................................................................................................................................... 1

ARTICLE II

CONTRIBUTIONS
What kind of contributions may I make to the Plan and how do my contributions affect my taxes? ................................................................ 1 Is there a limit on the amount of elective deferrals that can be made each year? .............................................................................................. 2 How do I make an election to defer? ................................................................................................................................................................ 2 What are rollover contributions? ...................................................................................................................................................................... 2 What are In-Plan Roth Rollover Contributions? ............................................................................................................................................... 2 What are In-Plan Roth Transfers? ..................................................................................................................................................................... 3 What compensation is used to determine my Plan benefits? ............................................................................................................................ 3

ARTICLE III

DISTRIBUTIONS
When will I be entitled to a distribution from the Plan? ................................................................................................................................... 4 What is the Plan's normal retirement age? ........................................................................................................................................................ 4 What is my vested interest in my account? ....................................................................................................................................................... 4 How will my benefits be paid? ......................................................................................................................................................................... 4 May I elect to roll over my account to another plan or IRA? ............................................................................................................................ 4 What happens if I get divorced? ....................................................................................................................................................................... 5

ARTICLE IV

DEATH BENEFITS
What happens if I die while working for the Employer? .................................................................................................................................. 5 When will the death benefit be paid to my beneficiary? ................................................................................................................................... 5 What happens if I'm a participant, terminate employment, and die before receiving all my benefits? ............................................................. 5

ARTICLE V

IN-SERVICE DISTRIBUTIONS
Can I withdraw money from my account while working for the Employer? .................................................................................................... 5

ARTICLE VI

TAX TREATMENT OF DISTRIBUTIONS
What are my tax consequences when I receive a distribution from the Plan? ................................................................................................... 6 Can I reduce or defer tax on my distribution? ................................................................................................................................................... 6

ARTICLE VII
LOANS
Is it possible to borrow money from the Plan? ................................................................................................................................................. 7 494

2 ARTICLE VIII

CLAIMS AND BENEFITS
Can the Plan be amended? ................................................................................................................................................................................ 7 What happens if the Plan is discontinued or terminated? ................................................................................................................................. 7 How do I submit a claim for Plan benefits? ...................................................................................................................................................... 7

ARTICLE IX

GENERAL INFORMATION ABOUT THE PLAN
Employer Information ...................................................................................................................................................................................... 8 Administrator Information ................................................................................................................................................................................ 8 Plan Funding Medium ...................................................................................................................................................................................... 8

495

1 CITY OF EASTVALE 457(B) PLAN

SUMMARY OF 457 PLAN PROVISIONS

INTRODUCTION TO YOUR PLAN

City of Eastvale 457(b) Plan ("Plan") has been adopted to provide you with the opportunity to save for retirement on a tax-advantaged basis. This Plan is a type of retirement plan commonly referred to as a Governmental Eligible 457 Plan. This summary of 457 Plan Provisions contains valuable information regarding when you may become eligible to participate in the Plan, your Plan benefits, your distribution options, and many other features of the Plan. You should take the time to read this Summary to get a better understanding of your rights and obligations under the Plan.

We have attempted to answer most of the questions you may have regarding your benefits in the Plan. If this summary does not answer all of your questions, please contact the Administrator. The name and address of the Administrator can be found in the Article of this summary entitled "General Information About The Plan."

This summary describes the Plan's benefits and obligations as contained in the legal Plan document, which governs the operation of the Plan. The Plan document is written in much more technical and precise language. If the non-technical language under this summary and the technical, legal language of the Plan document conflict, the Plan document always governs. If you wish to receive a copy of the legal Plan document, please contact the Administrator.

This summary describes the current provisions of the Plan. The Plan is subject to federal laws, such as the Internal Revenue Code and other federal and state laws which may affect your rights. The provisions of the Plan are subject to revision due to a change in laws or due to pronouncements by the Internal Revenue Service (IRS). The Employer may also amend or terminate this Plan. The Administrator will notify you if the provisions of the Plan that are described in this summary change. This summary does not address the provisions of specific investment products.

ARTICLE I

PARTICIPATION IN THE PLAN

Am I eligible to participate in the Plan?

All employees are eligible once they satisfy the eligibility conditions, if any, described in the next question.

Independent contractors are not eligible to participate in the Plan.

When am I eligible to participate in the Plan?

Provided you are an eligible employee, you will be eligible on your date of hire. You will actually enter the Plan once you reach the entry date as described in the next question.

When is my entry date?

Provided you are an eligible employee, you may begin participating in the Plan once you have satisfied the eligibility requirements and reached your "entry date." Your entry date is the first day of the month coinciding with or next following the date you satisfy the Plan's eligibility requirements.

ARTICLE II

CONTRIBUTIONS

What kind of contributions may I make to the Plan and how do my contributions affect my taxes?

As a participant under the Plan, you may elect to reduce your compensation by a specific percentage or dollar amount and have that amount contributed to the Plan. The Plan refers to this as an "elective deferral." There are two types of elective deferrals, pre-tax deferrals and Roth deferrals. For purposes of this summary "deferrals" or "elective deferrals" generally means both pre-tax deferrals and Roth deferrals.

If you make pre-tax deferrals, your taxable income is reduced by the deferral contributions so you pay less in federal income taxes. Later, when the Plan distributes the deferrals and earnings, you will pay the taxes on those deferrals and the earnings. Federal income taxes on the pre-tax deferral contributions and on the earnings are only postponed.

If you elect to make Roth deferrals, the deferrals are subject to federal income taxes in the year of deferral. However, the Roth deferrals and, if you meet certain conditions, the earnings on the Roth deferrals are not subject to federal income taxes when distributed to you. This means that the earnings on the Roth deferrals may never be subject to Federal income tax. See "What are my tax consequences when I receive a distribution from the Plan?"

496

2 Both your pre-tax and Roth deferrals will be subject to Social Security taxes at the time of your deferral.

Is there a limit on the amount of elective deferrals that can be made each year?

As a participant, you may elect to defer a percentage of your compensation each year instead of receiving that amount in cash. The Administrator will notify you of the maximum percentage you may defer.

You may make deferrals from your accumulated sick pay, from accumulated vacation pay or from back pay.

Your total elective deferrals in any calendar year may not exceed a certain dollar limit which is set by law ("elective deferral limit"). The elective deferral limit for 2023 is $22,500. After 2023, the elective deferral limit may increase for cost-of-living adjustments.

If you are age 50 or will attain age 50 before the end of a calendar year, you may make additional deferrals (called "age 50 catch-up deferrals") for that year and following years. If you meet the age 50 requirement and your salary deferrals exceed the elective deferral limit described above, then any excess will be an age 50 catch-up deferral. The maximum catch-up deferral that you can make in 2023 is $7,500.

After 2023, the maximum age 50 catch-up contribution limit may increase for cost-of-living adjustments.

Instead of the "age 50-catch-up deferrals" there is an alternative catch-up limit that is available in the three years prior to your normal retirement age. This increased limit (called "Special NRA Catch-Up Contributions") is designed to allow make-up contributions for prior years when contributions to the plan were less than the maximum contribution that could have been made in those years. The additional catch-up amount is equal to the difference between the amounts that could have been contributed in the prior years less the amounts that actually were contributed in those years. However, the additional catch-up for the year cannot exceed the general limit for the year. Thus, if you are entitled to the full Special NRA Catch-up Contribution, your contributions in the last three years prior to your normal retirement age cannot exceed two times the regular elective deferral limit for the year. If you qualify for both Age 50 Catch-Up Deferrals and Special NRA Catch-Up Deferrals, you are limited to the greater of the two catch-up limitations.

How do I make an election to defer?

The amount you elect to defer will be deducted from your pay in accordance with a procedure established by the Plan Administrator. If you wish to defer, the procedure will require that you enter into a salary reduction agreement. You may elect to defer a portion of your compensation payable on or after your Entry Date. Such election must be made prior to the first day of a calendar month in which you wish to defer and will become effective as soon as administratively feasible after it is received by the Plan Administrator. Your election will remain in effect until you modify or terminate it. You may revoke or make modifications to your salary deferral election in accordance with procedures that the Employer provides. See the Plan Administrator for further information.

What are rollover contributions?

Rollover contributions. If you are a Participant or an Eligible Employee, you may be permitted to deposit into the Plan distributions you have received from other retirement plans. Such a deposit is called a "rollover" and may result in tax savings to you. You may ask the Administrator or Trustee of the other plan or IRA to directly transfer (a "direct rollover") to this Plan all or a portion of any amount that you are entitled to receive as a distribution from such plan. Alternatively, you may elect to deposit any amount eligible to be rolled over within 60 days of your receipt of the distribution. You should consult qualified counsel to determine if a rollover is in your best interest.

Rollover account. Your rollover will be accounted for in a "rollover account." You will always be 100% vested in your "rollover account" (see the Article in this SPD entitled "Vesting"). This means that you will always be entitled to all amounts in your rollover account.

Rollover contributions will be affected by any investment gains or losses.

Withdrawal of rollover contributions. You may withdraw the amounts in your "rollover account" at any time.

What are In-Plan Roth Rollover Contributions?

In-Plan Roth Rollover Contributions. If you are eligible for a distribution from an account and you are currently an employee, you may elect to roll over the distribution to a designated Roth contribution account in the Plan (referred to as an In-Plan Roth Rollover Contribution). You may only roll over the distribution directly.

Taxation and irrevocable election. You do not pay taxes on the contributions or earnings of your pre-tax accounts until you receive an actual distribution. In other words, the taxes on the contributions and earnings in your pre-tax accounts are deferred until a distribution is made. Roth accounts, however, are the opposite. With a Roth account you pay current taxes on the amounts contributed. When a distribution is made to you from the Roth account, you do not pay taxes on the amounts you had contributed. In addition, if you have a "qualified distribution" (explained below), you do not pay taxes on the earnings that are attributable to the contributions.

If you elect an In-Plan Roth Rollover Contribution, then the contribution will be included in your income for the year. Once you make an election, it cannot be changed. It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the Plan to pay the additional taxes. The In-Plan Roth Rollover Contribution does not affect the timing of when a 497

3 distribution may be made to you under the Plan; the contribution only changes the tax character of your account. You should consult with your tax advisor prior to making such a rollover.

Qualified distribution. As explained above, a distribution of the earnings on your Roth account will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you first make the Roth rollover and ending on the last day of the calendar year that is 5-years later. See "What are my tax consequences when I receive a distribution from the Plan?" later in this SPD.

What are In-Plan Roth Transfers?

In-Plan Roth Transfers. As a Participant under the Plan, you may make an In-Plan Roth Transfer, provided you are an employee at the time of the transfer. An In-Plan Roth Transfer allows you to elect to change the tax treatment of all or some of your pre-tax accounts, as explained below.

The In-Plan Roth Transfer allows you to transfer amounts from pre-tax accounts to an In-Plan Roth Transfer Account. If you elect to make such a transfer, then the amount transferred will be included in your income for the year. Once you make an election, it cannot be changed.

It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the Plan to pay the additional taxes. The In-Plan Roth Transfer does not affect the timing of when a distribution may be made to you under the Plan; the In-Plan Roth Transfer only changes the tax character of your account. You should consult with your tax advisor prior to making a transfer election.

Qualified distribution. As explained above, a distribution of the earnings on your Roth account will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you make the In-Plan Roth Transfer and ending on the last day of the calendar year that is 5-years later. See "What are my tax consequences when I receive a distribution from the Plan?" later in this SPD.

What compensation is used to determine my Plan benefits?

Definition of compensation. For the purposes of the Plan, compensation has a special meaning. Compensation is generally defined as your total compensation that is subject to income tax and paid to you by your Employer during the Plan Year. The Plan takes into account elective deferrals to retirement plans (including this one) cafeteria plans, or qualified transportation fringe benefit plans. The following describes the adjustments to compensation that may apply for the different types of contributions provided under the Plan:

• Compensation paid after you terminate is generally excluded for Plan purposes. However, the following amounts will be included in compensation even though they are paid after you terminate employment, provided these amounts would otherwise have been considered compensation as described above and provided they are paid within 2 1/2 months after you terminate employment, or if later, the last day of the Plan Year in which you terminate employment:

• Compensation for services performed during your regular working hours, or for services outside your regular working hours or other similar payments that would have been made to you had you continued employment.

• Compensation paid for unused accrued bona fide sick, vacation or other leave, if such amounts would have been included in compensation if paid prior to your termination of employment and you would have been able to use the leave if employment had continued.

• Compensation paid after you terminate employment if you are permanently and totally disabled. 498

4 • Wage continuation payments (referred to as military differential pay)

ARTICLE III

DISTRIBUTIONS

When will I be entitled to a distribution from the Plan?

Distributions under the Plan may generally not be made prior to your termination of employment (for whatever reason, including death).

The rules are explained in more detail below.

If you terminate employment for any reason and at any age (including retirement), then you will be entitled to a distribution within a reasonable time after you terminate employment. (See the question "How will my benefits be paid?" for a further explanation of how benefits are paid from the Plan.)

If the Plan Administrator approves, you (1) may elect to postpone distribution of your benefit to any fixed or determinable date including, but not beyond, your "required beginning date" described below; and (2) you may elect the method of payment.

Military Service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. There may also be benefits for employees who die or become disabled while on active duty. Employees who receive wage continuation payments while in the military may benefit from various changes in the law. If you think you may be affected by these rules, ask the Administrator for further details.

Distributions while on military duty. If you are on active military duty for more than 30 days, then the Plan treats you as having terminated employment for distribution purposes. This means that you may request a distribution from the Plan. If you request a distribution on account of this deemed termination of employment, then you are not permitted to make any contributions to the Plan for 6 (six) months after the date of the distribution.

Required beginning date.

Regardless of the above, the law requires that certain minimum distributions be made from the Plan. Distributions are required to begin not later than the April 1st following the later of the end of the year in which you reach age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) or terminate employment. You should see the Plan Administrator if you think you may be affected by these rules.

What is the Plan's normal retirement age?

You will attain your normal retirement age when you reach age 50 when a Participant may retire and receive full benefits under the Employer's Pension Plan.

What is my vested interest in my account?

You are always 100% vested in all your accounts under our plan.

How will my benefits be paid?

You may, subject to the approval of the Plan Administrator, elect to receive your distribution under one of the methods described below:

• A single lump-sum payment.

• Multiple payments as follows: installment payments for a period of years (payable on an annual, semi-annual, quarterly, or monthly basis) which extends no longer than the life expectancy of the Participant..

• Partial payments or any combination of the above forms of distributions,..

• Any other method agreed to by the Administrator.

May I elect to roll over my account to another plan or IRA?

If you are entitled to a distribution of more than $200, then you may elect whether to receive the distribution or to roll over the distribution to another retirement plan such as an individual retirement account ("IRA"). For this purpose, your Roth deferral account is treated separately.
499

5 What happens if I get divorced?

The Administrator will honor a "qualified domestic relations order." A "qualified domestic relations order" is defined as a decree or order issued by a court that obligates you to pay child support or alimony, or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, child or other dependent. If a qualified domestic relations order is received by the Administrator, all or a portion of your benefits may be used to satisfy the obligation. The Administrator will determine the validity of any domestic relations order received.

You and your beneficiaries can obtain from the Administrator, without charge, a copy of the procedure used by the Administrator to determine whether a qualified domestic relations order is valid.

ARTICLE IV

DEATH BENEFITS

What happens if I die while working for the Employer?

If you die while still employed by the Employer, your entire account balance will be used to provide your beneficiary with a death benefit.

Your beneficiary is the person or persons whom you designate on a form the Administrator provides for this purpose. If you are married, your spouse will be the beneficiary of the death benefit, unless you elect to change the beneficiary.

If no valid designation of beneficiary exists, or if the beneficiary is not alive when you die, then the death benefit will be paid in the following order, unless the investment provider's documentation says otherwise:

(a) Your surviving spouse;

(b) Your children, including adopted children, and if a child dies before you, to their children, if any; or

(d) Your estate.

When will the death benefit be paid to my beneficiary?

Your death benefit will be paid to your beneficiary and payment will be made as your beneficiary elects, consistent with the Plan. See the Plan Administrator for further details.

You should immediately report any change in your marital status to the Administrator. If you have specifically named your spouse as your beneficiary on a designation form, then the designation will be invalid upon your divorce.

Effective after December 31, 2021, the law now requires complete distributions to some beneficiaries of deceased participants within 10 (instead of 5) years after death. Generally, if your beneficiary is not a person, then your entire death benefit must be paid within five years after your death.

Distributions must generally begin by April 1 of the calendar year following the year you turn age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) or, in some cases, when you retire, if later. For more information, see IRS Publication 590-B.

What happens if I'm a participant, terminate employment, and die before receiving all my benefits?

If you terminate employment with us and subsequently die, your beneficiary will be entitled to any remaining benefits that you were entitled to as of the date of your death.

ARTICLE V

IN-SERVICE DISTRIBUTIONS

Can I withdraw money from my account while working for the Employer?

You may receive a distribution from the Plan prior to your termination of employment if you satisfy certain conditions. These conditions are described below. However, this distribution will reduce the value of the benefits you will receive when you retire. Any in-service distribution is made at your election and will be made in accordance with the forms of distribution available under the investment product you have selected or under the Plan.

You may receive a distribution if you have an "unforeseeable emergency," which is severe financial hardship resulting from an accident or illness to you, your spouse, dependent(s) or beneficiaries, a loss of property due to casualty, or other extraordinary and unforeseeable circumstances beyond your control.
500

6 You may elect to receive a "de minimis" distribution of up to $5,000, but in no event less than $1,000, provided: (i) your account does not exceed $5,000; (ii) you have not made any Salary Reduction Contributions or received any Employer contribution during the prior two years ending on the date you would have received the de minimis distribution; and (iii) you have not previously taken a de minimis distribution from the Plan. The Plan Administrator will automatically distribute your entire account if the account is less than $1,000.

Beginning October 24, 2023, you may request a distribution of up to your entire account once you reach age 59 1/2.

Qualified Birth or Adoption Distribution. You may request a distribution of up to $5,000 per child as a Qualified Birth or Adoption Distribution (QBAD), provided certain conditions are met. A QBAD must be made during the 1-year period beginning on the date your child is born or the date you adopt someone who is not your child or your spouse's child and who is under age 18 or is physically or mentally incapable of caring for themselves. You can later recontribute this distribution to an IRA or, in some situations, to this Plan.

Account restrictions. You may request a QBAD only from the vested portion of the following accounts:

all accounts

ARTICLE VI

TAX TREATMENT OF DISTRIBUTIONS

What are my tax consequences when I receive a distribution from the Plan?

Generally, you must include any Plan distribution in your taxable income in the year in which you receive the distribution. The tax treatment may also depend on your age when you receive the distribution.

If you receive distribution of a Roth deferral, since you paid current federal income tax on the deferral contribution in the year of deferral, the deferrals are not subject to federal income taxes when distributed to you. The earnings on Roth deferrals are also tax free upon distribution if you receive a "qualified distribution" from your Roth deferral account.

In order to be a "qualified distribution," the distribution must occur after one of the following: (1) your attainment of age 59 1/2, (2) your disability, or (3) your death. In addition, the distribution must occur after the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you first make a Roth contribution to the Plan (or to another 401(k) plan or 403(b) plan if such amount was rolled over into the Plan) and ending on the last day of the calendar year that is 5 years later. For example, if you made your first Roth deferral under this Plan on November 30, 2012, your participation period would end on December 31, 2016. This means that you could take a qualified distribution as early as January 1, 2017. It is not necessary that you make a Roth contribution in each of the five years.

If a distribution from your Roth deferral account is not a qualified distribution, the earnings distributed with the Roth deferrals will be taxable to you at the time of distribution (unless you roll over the distribution to another 457(b) plan, a Roth IRA, or a 401(k) plan that will accept the rollover). In addition, in some cases, there may be a 10% excise tax on the earnings that are distributed.

Can I reduce or defer tax on my distribution?

You may reduce, or defer entirely, the tax due on your distribution through use of one of the following methods:

(a) The rollover of all or a portion of the distribution you actually receive to a traditional Individual Retirement Account (IRA) or another eligible employer plan. This will result in no tax being due until you begin withdrawing funds from the traditional IRA or other eligible employer plan. The rollover of the distribution, however, MUST be made within strict time frames (normally, within 60 days after you receive your distribution). Under certain circumstances all or a portion of a distribution may not qualify for this rollover treatment. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to roll over all or a portion of your distribution amount, the direct rollover option described in paragraph (b) below would be the better choice.

(b) For most distributions, you may request that a "direct rollover" of all or a portion of the distribution to either a traditional Individual Retirement Account (IRA) or another employer plan willing to accept the rollover. A direct rollover will result in no tax being due until you withdraw funds from the traditional IRA or other qualified employer plan. Like the 60-day rollover, under certain circumstances all or a portion of the amount to be distributed may not qualify for this direct rollover, e.g., a distribution of less than $200 will not be eligible for a direct rollover. If you elect to actually receive the distribution rather than request a direct rollover, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes.

WHENEVER YOU RECEIVE A DISTRIBUTION THAT IS AN ELIGIBLE ROLLOVER DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT WITH A QUALIFIED TAX ADVISOR BEFORE MAKING A CHOICE. 501

7 ARTICLE VII
LOANS

Is it possible to borrow money from the Plan?

Yes. Loans are permitted in accordance with the Plan Loan Policy. If you wish to receive a copy of the Loan Policy, please contact the Plan Administrator.

ARTICLE VIII

CLAIMS AND BENEFITS

Can the Plan be amended?

Yes. The Employer may amend the Plan at any time. No amendment will cause any reduction in the amount credited to your account.

What happens if the Plan is discontinued or terminated?

The Employer may terminate the Plan at any time. Upon termination, no more contributions may be made to the Plan. The Administrator will notify you of any modification or termination of the Plan.

How do I submit a claim for Plan benefits?

You may file a claim for benefits by submitting a written request for benefits to the Plan Administrator. You should contact the Plan Administrator to see if there is an applicable distribution form that must be used. If no specific form is required or available, then your written request for a distribution will be considered a claim for benefits. In the case of a claim for disability benefits, if disability is determined by the Plan Administrator (rather than by a third party such as the Social Security Administration), then you must also include with your claim sufficient evidence to enable the Plan Administrator to make a determination on whether you are disabled.

Decisions on the claim will be made within a reasonable period of time appropriate to the circumstances. "Days" means calendar days. If the Plan Administrator determines the claim is valid, then you will receive a statement describing the amount of benefit, the method or methods of payment, the timing of distributions and other information relevant to the payment of the benefit.

For purposes of the claims procedures described below, "you" refers to you, your authorized representative, or anyone else entitled to benefits under the Plan (such as a beneficiary). A document, record, or other information will be considered relevant to a claim if it:

• Was relied upon in making the benefit determination;

• Was submitted, considered, or generated in the course of making the benefit determination, without regard to whether it was relied upon in making the benefit determination;

• Demonstrated compliance with the administrative processes and safeguards designed to ensure and to verify that benefit determinations are made in accordance with Plan documents and Plan provisions have been applied consistently with respect to all claimants; or

• Constituted a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit.

The Plan may offer additional voluntary appeal and/or mandatory arbitration procedures other than those described below. If applicable, the Plan will not assert that you failed to exhaust administrative remedies for failure to use the voluntary procedures, any statute of limitations or other defense based on timeliness is tolled during the time a voluntary appeal is pending; and the voluntary process is available only after exhaustion of the appeals process described in this section. If mandatory arbitration is offered by the Plan, the arbitration must be conducted instead of the appeal process described in this section, and you are not precluded from challenging the decision under ERISA §501(a) or other applicable law.

ARTICLE IX

GENERAL INFORMATION ABOUT THE PLAN

There is certain general information that you may need to know about the Plan. This information has been summarized for you in this Article.

The full name of the Plan is City of Eastvale 457(b) Plan.

This Plan was originally effective on November 17, 2010. The amended and restated provisions of the Plan become effective on October 24, 2023.

502

8 The Plan's records are maintained on a twelve-month period of time. This is known as the "Plan Year." The Plan Year begins on January 1 and ends on December 31.

Valuations of the Plan are generally made daily.

The Plan will be governed by the laws of California.

Employer Information

Your Employer's name, address, business telephone number, and identification number are:

City of Eastvale
12363 Limonite Avenue, Suite 910
Eastvale, California 91752
(951) 361-0900
27-3240221

Administrator Information

The Employer is the Plan Administrator. The Plan Administrator is responsible for the day-to-day administration and operation of the Plan.

For example, the Administrator maintains the Plan records, including your account information, provides you with the forms you need to complete for Plan participation and directs the payment of your account at the appropriate time. If you have any questions about the Plan and your participation, you should contact the Administrator. The Administrator may designate other parties to perform some duties of the Administrator, and some duties are the responsibility of the investment provider(s) to the Plan.

The Administrator has the complete power, in its sole discretion, to determine all questions arising in connection with the administration, interpretation, and application of the Plan (and any related documents and underlying policies). Any such determination by the Administrator is conclusive and binding upon all persons.

Plan Funding Medium

All money that is contributed to the Plan is held in custodial accounts.

The Plan's Trustee is:

Mark Orme, City Manager

12363 Limonite Avenue, Suite 910
Eastvale, California 91752
(951) 361-0900

503

1 CITY OF EASTVALE 457(B) PLAN

SUMMARY PLAN DESCRIPTION
MATERIAL MODIFICATIONS – SECURE ACT

INTRODUCTION

This is a Summary of Material Modifications regarding the City of Eastvale 457(b) Plan ("Plan"). This is merely a summary of important changes to the Plan and information contained in the Summary Plan Description ("SPD") previously provided to you. It supplements and amends that SPD so you should retain a copy of this document with your copy of the SPD. If you have any questions, contact the Administrator. If there is any discrepancy between the terms of the Plan, as modified, and this Summary of Material Modifications, the provisions of the Plan will control.

SUMMARY OF CHANGES

Qualified Birth or Adoption Distribution. Effective October 24, 2023, you may request a distribution of up to $5,000 per child as a Qualified Birth or Adoption Distribution (QBAD), provided certain conditions are met. A QBAD must be made during the 1-year period beginning on the date your child is born or the date you adopt someone who is not your child or your spouse's child and who is under age 18 or is physically or mentally incapable of caring for themselves. You can later recontribute this distribution to an IRA or, in some situations, to this Plan.

Account restrictions. You may request a QBAD only from the vested portion of the following accounts:

all accounts

Required Minimum Distributions. The law requires that retirement plans distribute funds at least as rapidly as specified in the required minimum distribution (RMD) rules. The Plan has been amended to conform to recent changes in those rules. Effective after December 31, 2021, the law now requires complete distributions to some beneficiaries of deceased participants within 10 years after death. Generally, if your beneficiary is not a person, then your entire death benefit must be paid within five years after your death.

In-Service Distributions. Beginning October 24, 2023 a Participant can take an in-service distribution from the Plan at age 59 1/2. The amount of the distribution will be limited to the Participant’s vested accrued benefit or account balance. It will be subject to all restrictions, procedures, and plan provisions which otherwise apply to such in-service distributions.

504

CITY OF EASTVALE 457(B) PLAN
505
Eligible 457 Plan

TABLE OF CONTENTS

ARTICLE I, DEFINITIONS

1.01 Account ......................................................................... 1

1.02 Accounting Date ........................................................... 1

1.03 Beneficiary .................................................................... 1

1.04 Code .............................................................................. 1

1.05 Compensation ............................................................... 1

1.06 Deferral Contributions .................................................. 2

1.07 Deferred Compensation ................................................ 3

1.08 Effective Date ............................................................... 3

1.09 Elective Deferrals ......................................................... 3

1.10 Employee ...................................................................... 3

1.11 Employer ...................................................................... 3

1.12 Employer Contribution ................................................. 3

1.13 ERISA ........................................................................... 3

1.14 Excess Deferrals ........................................................... 3

1.15 Includible Compensation .............................................. 3

1.16 Independent Contractor ................................................. 3

1.17 Leased Employee .......................................................... 3

1.18 Matching Contribution .................................................. 3

1.19 Nonelective Contribution .............................................. 3

1.20 Normal Retirement Age ................................................ 3

1.21 Participant ..................................................................... 3

1.22 Plan ............................................................................... 3

1.23 Plan Administrator ........................................................ 3

1.24 Plan Entry Date ............................................................. 3

1.25 Plan Year ...................................................................... 3

1.26 Pre-Tax Elective Deferrals ............................................ 3

1.27 Rollover Contribution ................................................... 3

1.28 Roth Elective Deferrals ................................................. 3

1.29 Salary Reduction Agreement ........................................ 3

1.30 Salary Reduction Contribution...................................... 4

1.31 Service .......................................................................... 4

1.32 State .............................................................................. 4

1.33 Substantial Risk of Forfeiture ....................................... 4

1.34 Tax-Exempt Organization ............................................. 4

1.35 Taxable Year ................................................................. 4

1.36 Transfer ......................................................................... 4

1.37 Trust .............................................................................. 4

1.38 Trustee .......................................................................... 4

1.39 Type of 457 Plan ........................................................... 4

1.40 Vested ........................................................................... 5

ARTICLE II, ELIGIBILITY AND

PARTICIPATION

2.01 Eligibility ...................................................................... 6

2.02 Participation upon Re-Employment .............................. 6

2.03 Change in Employment Status ...................................... 6

ARTICLE III, DEFERRAL

CONTRIBUTIONS/LIMITATIONS

3.01 Amount ......................................................................... 7

3.02 Salary Reduction Contributions .................................... 7

3.03 Matching Contributions ................................................ 7

3.04 Normal Limitation ........................................................ 7

3.05 Normal Retirement Age Catch-Up Contribution .......... 7

3.06 Age 50 Catch-Up Contribution ..................................... 8

3.07 Contribution Allocation ................................................ 8

3.08 Allocation Conditions ................................................... 8

3.09 Rollover Contributions ................................................. 8

3.10 Distribution of Excess Deferrals ................................... 9

3.11 Deemed IRA Contributions .......................................... 9

3.12 Roth Elective Deferrals ................................................. 9

3.13 Benefit Accrual ........................................................... 10

3.14 Eligible Automatic Contribution Arrangement
(EACA) ...................................................................... 10

3.15 In-Plan Roth Rollover Contribution ........................... 11

ARTICLE IV, TIME AND METHOD OF

PAYMENT OF BENEFITS

4.01 Distribution Restrictions ............................................. 13

4.02 Time and Method of Payment of Account .................. 13

4.03 Required Minimum Distributions ............................... 13

4.04 Death Benefits ............................................................ 15

4.05 Distributions Prior to Severance from Employment ... 15

4.06 Distributions Under Qualified Domestic Relations
Orders (QDROs) ........................................................ 15

4.07 Direct Rollover of Eligible Rollover Distributions – Governmental Plan ..................................................... 16

4.08 Election to Deduct from Distribution ......................... 17

ARTICLE V, PLAN ADMINISTRATOR - DUTIES

WITH RESPECT TO PARTICIPANTS'

ACCOUNTS

5.01 Term/Vacancy ............................................................ 18

5.02 Powers and Duties ...................................................... 18

5.03 Compensation ............................................................. 18

5.04 Authorized Representative ......................................... 18

5.05 Individual Accounts/Records ..................................... 18

5.06 Value of Participant's Account ................................... 18

5.07 Account Administration, Valuation and Expenses ..... 18

5.08 Account Charged ........................................................ 20

5.09 Ownership of Fund/Tax-Exempt Organization .......... 20

5.10 Participant Direction of Investment ............................ 20

5.11 Vesting/Substantial Risk of Forfeiture ....................... 20

5.12 Preservation of Eligible Plan Status ........................... 21

5.13 Limited Liability ........................................................ 21

5.14 Lost Participants ......................................................... 21

5.15 Plan Correction ........................................................... 21

ARTICLE VI, PARTICIPANT

ADMINISTRATIVE PROVISIONS

6.01 Beneficiary Designation ............................................. 22

6.02 No Beneficiary Designation ....................................... 22

6.03 Salary Reduction Agreement ...................................... 22

6.04 Personal Data to Plan Administrator .......................... 22

6.05 Address for Notification ............................................. 22

6.06 Participant or Beneficiary Incapacitated ..................... 22

ARTICLE VII, MISCELLANEOUS

7.01 No Assignment or Alienation ..................................... 23

7.02 Effect on Other Plans ................................................. 23

7.03 Word Usage ................................................................ 23

7.04 State Law .................................................................... 23

7.05 Employment Not Guaranteed ..................................... 23

7.06 Notice, Designation, Election, Consent and Waiver ... 23 ARTICLE VIII, TRUST PROVISIONS—
GOVERNMENTAL ELIGIBLE 457 PLAN

8.01 Governmental Eligible 457 Plan ................................. 24

8.02 Acceptance/Holding ................................................... 24

8.03 Receipt of Contributions............................................. 24

8.04 Full Investment Powers .............................................. 24

8.05 Records and Statements .............................................. 25

8.06 Fees and Expenses from Fund .................................... 25

8.07 Professional Agents .................................................... 25

8.08 Distribution of Cash or Property ................................ 25

8.09 Resignation and Removal ........................................... 25

8.10 Successor Trustee ....................................................... 25

8.11 Valuation of Trust ...................................................... 25 506
Eligible 457 Plan

8.12 Participant Direction of Investment ............................ 25

8.13 Third Party Reliance ................................................... 25

8.14 Invalidity of Any Trust Provision ............................... 25

8.15 Exclusive Benefit ........................................................ 25

8.16 Substitution of Custodial Account or Annuity
Contract ...................................................................... 26

8.17 Group Trust Authority ................................................ 26

ARTICLE IX, AMENDMENT, TERMINATION,

TRANSFERS

9.01 Amendment by Employer/Sponsor............................. 27

9.02 Termination/Freezing of Plan ..................................... 27

9.03 Transfers ..................................................................... 27

9.04 Purchase of Permissive Service Credit ....................... 27

507
Eligible 457 Plan

ARTICLE I

DEFINITIONS

1.01 "Account" means the separate Account(s) which the
Plan Administrator or the Trustee maintains under the Plan for a Participant's Deferred Compensation. The Plan Administrator or Trustee may establish separate Accounts for multiple
Beneficiaries of a Participant to facilitate required minimum distributions under Section 4.03 based on each Beneficiary's life expectancy.

1.02 "Accounting Date" means the last day of the Plan
Year. The Plan Administrator will allocate Employer
contributions and forfeitures for a particular Plan Year as of the Accounting Date of that Plan Year, and on such other dates, if any, as the Plan Administrator determines, consistent with the Plan's allocation conditions and other provisions.

1.03 "Beneficiary" means a person who the Plan or a
Participant designates and who is or may become entitled to a Participant's Account upon the Participant's death. A Beneficiary who becomes entitled to a benefit under the Plan remains a Beneficiary under the Plan until the Plan Administrator or Trustee has fully distributed to the Beneficiary his or her Plan benefit. A Beneficiary's right to (and the Plan Administrator's or a Trustee's duty to provide to the Beneficiary) information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan.

1.04 "Code" means the Internal Revenue Code of 1986, as amended.

1.05 "Compensation"

(A) Uses and Context. Any reference in the Plan to
Compensation is a reference to the definition in this Section

1.05, unless the Plan reference, or the Employer in the Adoption Agreement, modifies this definition. Except as the Plan otherwise specifically provides, the Plan Administrator will take into account only Compensation actually paid during (or as permitted under the Code, paid for) the relevant period. A Compensation payment includes Compensation paid by the
Employer through another person under the common paymaster provisions in Code §§3121 and 3306. In the case of an
Independent Contractor, Compensation means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies in the Adoption Agreement. The Employer in the Adoption Agreement may
elect to allocate contributions based on a Compensation within specified 12 month period which ends within a Plan Year.

(B) Base Definitions and Modifications. The Employer in the Adoption Agreement must elect one of the following base definitions of Compensation: W-2 Wages, Code §3401(a)
Wages, or 415 Compensation. The Employer may elect a
different base definition as to different Contribution Types. The Employer in the Adoption Agreement may specify any
modifications thereto, for purposes of contribution allocations under Article III. If the Employer fails to elect one of the above- referenced definitions, the Employer is deemed to have elected the W-2 Wages definition.

(1) W-2 Wages. W-2 Wages means wages for federal
income tax withholding purposes, as defined under Code
§3401(a), plus all other payments to an Employee in the course of the Employer's trade or business, for which the Employer must furnish the Employee a written statement under Code §§6041, 6051, and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code
§3401(a)(2)).

(2) Code §3401(a) Wages (income tax wage
withholding). Code §3401(a) Wages means wages within the meaning of Code §3401(a) for the purposes of income tax withholding at the source, but determined without regard to any rules that limit the remuneration included in wages based on the nature or the location of the employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)).

(3) Code §415 Compensation (current income
definition/simplified compensation under Treas. Reg.
§1.415(c)-2(d)(2)). Code §415 Compensation means the
Employee's wages, salaries, fees for professional service and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits and reimbursements or other expense allowances under a nonaccountable plan as described in Treas.

Reg. §1.62-2(c)).

Code §415 Compensation does not include:

(a) Deferred compensation/SEP/SIMPLE.

Employer contributions (other than Elective Deferrals) to a plan of deferred compensation (including a simplified employee pension plan under Code §408(k) or to a simple retirement account under Code §408(p)) to the extent the contributions are not included in the gross income of the Employee for the Taxable Year in which contributed, and any distributions from a plan of deferred compensation (whether or not qualified), regardless of whether such amounts are includible in the gross income of the Employee when distributed.

(b) Option exercise. Amounts realized from the
exercise of a non-qualified stock option (an option other than a statutory option under Treas. Reg. §1.421-1(b)), or when restricted stock or other property held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture under Code §83.

(c) Sale of option stock. Amounts realized from the
sale, exchange or other disposition of stock acquired under a statutory stock option as defined under Treas. Reg. §1.421-1(b).

(d) Other amounts that receive special tax
benefits. Other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts under Code §125).

(e) Other similar items. Other items of
remuneration which are similar to any of the items in Sections

1.11(B)(3)(a) through (d).

508
Eligible 457 Plan

1.05(B)(3) but with the addition of: (a) amounts described in Code §§104(a)(3), 105(a), or 105(h) but only to the extent that these amounts are includible in Employee's gross income; (b) amounts paid or reimbursed by the Employer for moving
expenses incurred by the Employee, but only to the extent that at the time of payment it is reasonable to believe these amounts are not deductible by the Employee under Code §217; (c) the value of a nonstatutory option (an option other than a statutory option under Treas. Reg. §1.421-1(b)) granted by the Employer to the an Employee, but only to the extent that the value of the option is includible in the Employee's gross income for the Taxable Year of the grant; (d) the amount includible in the Employee's gross income upon the Employee's making of an election under Code §83(b); and (e) amounts that are includible in the Employee's gross income under Code §409A or Code
§457(f)(1)(A) or because the amounts are constructively received by the Participant. [Note if the Plan's definition of Compensation is W-2 Wages or Code §3401(a) Wages, then
Compensation already includes the amounts described in clause (e).]

(C) Deemed 125 Compensation. Deemed 125 Compensation
means, in the case of any definition of Compensation which includes a reference to Code §125, amounts under a Code §125 plan of the Employer that are not available to a Participant in cash in lieu of group health coverage, because the Participant is unable to certify that he/she has other health coverage.

(D) Modification to Compensation. The Employer must
specify in the Adoption Agreement the Compensation the Plan Administrator is to take into account in allocating Deferral Contributions to a Participant's Account. For all Plan Years other than the Plan Year in which the Employee first becomes a Participant, the Plan Administrator will take into account only the Compensation determined for the portion of the Plan Year in which the Employee actually is a Participant.

(E) Elective Contributions. Compensation under Section 1.05 includes Elective Contributions unless the Employer in the Adoption Agreement elects to exclude Elective Contributions. "Elective Contributions" are amounts excludible from the Employee's gross income under Code §§125, 132(f)(4),
402(e)(3), 402(h)(1)(B), 403(b), 408(p) or 457, and contributed by the Employer, at the Employee's election, to a cafeteria plan, a qualified transportation fringe benefit plan, a 401(k) arrangement, a SARSEP, a tax-sheltered annuity, a SIMPLE plan or a Code §457 plan.

(F) Post-Severance Compensation. Compensation includes
Post-Severance Compensation to the extent the Employer elects in the Adoption Agreement or as the Plan otherwise provides.

Post-Severance Compensation is Compensation paid after a Participant's Severance from Employment from the Employer, as further described in this Section 1.05(F). As the Employer elects, Post-Severance Compensation may include any or all of regular pay, leave cash-outs, or deferred compensation paid within the time period described in Section 1.05(F)(1), and may also include salary continuation for disabled Participants, all as defined below. Any other payment paid after Severance from Employment that is not described in this Section 1.05(F) is not Compensation even if payment is made within the time period described below. Post-Severance Compensation does not
include severance pay, parachute payments under Code
§280G(b)(2) or payments under a nonqualified unfunded
deferred compensation plan unless the payments would have been paid at that time without regard to Severance from Employment.

(1) Timing. Post-Severance Compensation includes
regular pay, leave cashouts, or deferred compensation only to the extent the Employer pays such amounts by the later of 2 1/2 months after Severance from Employment or by the end of the Limitation Year that includes the date of such Severance from Employment.

(a) Regular pay. Regular pay means the payment of
regular Compensation for services during the Participant's regular working hours, or Compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, but only if the payment would have been paid to the Participant prior to a Severance from Employment if the Participant had continued in employment with the Employer.

(b) Leave cash-outs. Leave cash-outs means
payments for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued and if Compensation would have included those amounts if they were paid prior to the Participant's Severance from Employment.

1.05(F), deferred compensation means the payment of deferred compensation pursuant to an unfunded deferred compensation plan, if Compensation would have included the Deferred
Compensation if it had been paid prior to the Participant's Severance from Employment, but only if the payment would have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant's gross income.

(2) Salary continuation for disabled Participants.

Salary continuation for disabled Participants means
Compensation paid to a Participant who is permanently and totally disabled (as defined in Code §22(e)(3)).

(3) Differential Wage Payments. An individual
receiving a Differential Wage Payment, as defined by Code §3401(h)(2), shall be treated as an employee of the employer making the payment and the Differential Wage Payment shall be treated as compensation for purposes of Code §457(b) and any other Internal Revenue Code section that references the definition of compensation under Code §415, including the definition of Includible Compensation as provided in Section

1.15. 1.06 "Deferral Contributions" means as the Employer elects on the Adoption Agreement, Salary Reduction
Contributions, Nonelective Contributions and Matching
Contributions. The Plan Administrator in applying the Code §457(b) limit will take into account Deferral Contributions in the Taxable Year in which deferred, or if later, in the Taxable Year in which the Deferral Contributions are no longer subject to a Substantial Risk of Forfeiture. The Plan Administrator in determining the amount of a Participant's Deferral Contributions disregards the net income, gain and loss attributable to Deferral Contributions unless the Deferral Contributions are subject to a Substantial Risk of Forfeiture. If a Deferral Contribution is subject to a Substantial Risk of Forfeiture, the Plan
Administrator takes into the Deferral Contribution as adjusted for allocable net income, gain or loss in the Taxable Year in which the Substantial Risk of Forfeiture lapses.

509
Eligible 457 Plan

1.07 "Deferred Compensation" means as to a Participant
the amount of Deferral Contributions, Rollover Contributions and Transfers adjusted for allocable net income, gain or loss, in the Participant's Account.

1.08 "Effective Date" of this Plan is the date the Employer specifies in the Adoption Agreement. The Employer in the Adoption Agreement may elect special effective dates for Plan provisions the Employer specifies provided any such date(s) are permitted by the Code, by Treasury regulations, or by other applicable guidance.

1.09 "Elective Deferrals" means a contribution the
Employer makes to the Plan pursuant to a Participant's Salary Reduction Agreement, as described in Section 3.02. The term "Elective Deferrals" includes Pre-Tax Elective Deferrals and Roth Elective Deferrals.

1.10 "Employee" means an individual who provides
services for the Employer, as a common law employee of the Employer. The Employer in the Adoption Agreement must elect or specify any Employee, or class of Employees, not eligible to participate in the Plan (an "Excluded Employee"). See Section

1.16 regarding potential treatment of an Independent Contractor as an Employee.

1.11 "Employer" means the entity specified in the
Adoption Agreement, any successor which shall maintain this Plan; and any predecessor which has maintained this Plan. In addition, where appropriate, the term Employer shall include any Participating Employer.

1.12 "Employer Contribution" means Nonelective
Contributions or Matching Contributions.

1.13 "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.

1.14 "Excess Deferrals" means Deferral Contributions to a Governmental Eligible 457 Plan or to a Tax-Exempt
Organization Eligible 457 Plan for a Participant that exceed the Taxable Year maximum limitation of Code §§457(b) and
(e)(18).

1.15 "Includible Compensation" means, for the
Employee's Taxable Year, the Employee's total Compensation within the meaning of Code §415(c)(3) paid to an Employee for services rendered to the Employer. Includible Compensation includes Deferral Contributions under the Plan, compensation deferred under any other plan described in Code §457, and any amount excludible from the Employee's gross income under Code §§401(k), 403(b), 125 or 132(f)(4) or any other amount excludible from the Employee's gross income for Federal income tax purposes. The Employer will determine Includible Compensation without regard to community property laws.

1.16 "Independent Contractor" means any individual
who performs service for the Employer and who the Employer does not treat as an Employee or a Leased Employee. The Employer in the Adoption Agreement may elect to permit
Independent Contractors to participate in the Plan. To the extent that the Employer permits Independent Contractor participation, references to Employee in the Plan include Independent
Contractors and Compensation means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies in the Adoption Agreement.

1.17 "Leased Employee" means an Employee within the
meaning of Code §414(n).

1.18 "Matching Contribution" means an Employer fixed
or discretionary contribution made or forfeiture allocated on account of Salary Reduction Contributions.

1.19 "Nonelective Contribution" means an Employer
fixed or discretionary contribution not made as a result of a Salary Reduction Agreement and which is not a Matching
Contribution.

1.20 "Normal Retirement Age" means the age the
Employer specifies in the Adoption Agreement consistent with Section 3.05(B).

1.21 "Participant" is an Employee other than an Excluded Employee who becomes a Participant in accordance with the provisions of Section 2.01.

1.22 "Plan" means the 457 plan established or continued by the Employer in the form of this basic Plan and (if
applicable) Trust Agreement, including the Adoption
Agreement. The Employer in the Adoption Agreement must
designate the name of the Plan. All section references within the Plan are Plan section references unless the context clearly indicates otherwise.

1.23 "Plan Administrator" is the Employer unless the
Employer designates another person to hold the position of Plan Administrator. The Plan Administrator may be a Participant.

1.24 "Plan Entry Date" means the dates the Employer
elects in Adoption Agreement.

1.25 "Plan Year" means the consecutive 12-month period
the Employer elects in the Adoption Agreement.

1.26 "Pre-Tax Elective Deferrals" means a Participant's Salary Reduction Contributions which are not includible in the Participant's gross income at the time deferred and have been irrevocably designated as Pre-Tax Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Pre-Tax Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Pre-Tax Elective Deferrals.

1.27 "Rollover Contribution" means the amount of cash
or property which an eligible retirement plan described in Code §402(c)(8)(B) distributes to an eligible Employee or to a Participant in an eligible rollover distribution under Code §402(c)(4) and which the eligible Employee or Participant transfers directly or indirectly to a Governmental Eligible 457 Plan. A Rollover Contribution includes net income, gain or loss attributable to the Rollover Contribution. A Rollover
Contribution excludes after-tax Employee contributions, as adjusted for net income, gain or loss.

1.28 "Roth Elective Deferrals" means a Participant's
Salary Reduction Contributions that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Roth Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Roth Elective Deferrals. However, forfeitures may not be allocated to such account. The Plan must also maintain a record of a Participant's investment in the contract (i.e., designated Roth contributions that have not been distributed) and the year in which the Participant first made a Roth Elective Deferral.

1.29 "Salary Reduction Agreement" means a written
agreement between a Participant and the Employer, by which 510
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the Employer reduces the Participant's Compensation for Compensation not available as of the date of the election and contributes the amount as a Salary Reduction Contribution to the Participant's Account.

1.30 "Salary Reduction Contribution" means a
contribution the Employer makes to the Plan pursuant to a Participant's Salary Reduction Agreement.

1.31 "Service" means any period of time the Employee is in the employ of the Employer. In the case of an Independent Contractor, Service means any period of time the Independent Contractor performs services for the Employer on an
independent contractor basis. An Employee or Independent Contractor terminates Service upon incurring a Severance from Employment.

(A) Qualified Military Service. Service includes any qualified military service the Plan must credit for contributions and benefits in order to satisfy the crediting of Service requirements of Code §414(u). A Participant whose employment is
interrupted by qualified military service under Code §414(u) or who is on a leave of absence for qualified military service under Code §414(u) may elect to make additional Salary Reduction Contributions upon resumption of employment with the
Employer equal to the maximum Deferral Contributions that the Participant could have elected during that period if the Participant's employment with the Employer had continued (at the same level of Compensation) without the interruption of leave, reduced by the Deferral Contributions, if any, actually made for the Participant during the period of the interruption or leave. This right applies for five years following the resumption of employment (or, if sooner, for a period equal to three times the period of the interruption or leave). The Employer shall make appropriate make-up Nonelective Contributions and
Matching Contributions for such a Participant as required under Code §414(u). The Plan shall apply limitations of Article III to all Deferral Contributions under this paragraph with respect to the year to which the Deferral Contribution relates.

(B) "Continuous Service" as the Adoption Agreement
describes means Service with the Employer during which the Employee does not incur a Severance from Employment.

(1) Employee. An Employee has a Severance from
Employment when the Employee ceases to be an Employee of the Employer. A Participant does not incur a Severance from Employment if, in connection with a change in employment, the Participant's new employer continues or assumes sponsorship of the Plan or accepts a Transfer of Plan assets as to the Participant.

(2) Independent Contractor. An Independent Contractor
has a Severance from Employment when the contract(s) under which the Independent Contractor performs services for the Employer expires (or otherwise terminates), unless the
Employer anticipates a renewal of the contractual relationship or the Independent Contractor becoming an Employee. The
Employer anticipates renewal if it intends to contract for the services provided under the expired contract and neither the Employer nor the Independent Contractor has eliminated the Independent Contractor as a potential provider of such services under the new contract. Further, the Employer intends to contract for services conditioned only upon the Employer's need for the services provided under the expired contract or the Employer's availability of funds. Notwithstanding the preceding provisions of this Section 1.31, the Plan Administrator will consider an Independent Contractor to have incurred a
Severance from Employment: (a) if the Plan Administrator or Trustee will not pay any Deferred Compensation to an
Independent Contractor who is a Participant before a date which is at least twelve months after the expiration of the Independent Contractor's contract (or the last to expire of such contracts) to render Services to the Employer; and (b) if before the applicable twelve-month payment date, the Independent Contractor
performs Service as an Independent Contractor or as an
Employee, the Plan Administrator or Trustee will not pay to the Independent Contractor his or her Deferred Compensation on the applicable date.

(3) Deemed Severance. Notwithstanding Section 1.05(F),
if the Employer elects in the Adoption Agreement, then if a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of amounts not subject to Code §412. However, the Plan will not distribute such a Participant's Account on account of this deemed severance unless the Participant specifically elects to receive a benefit distribution hereunder. If a Participant elects to receive a distribution on account of this deemed severance, then no Deferral Contributions may be made for the Participant during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a
distribution on account of another Plan provision, then the other Plan provision will control and the 6-month suspension will not apply.

1.32 "State" means (a) one of the 50 states of the United States or the District of Columbia, or (b) a political subdivision of a State, or any agency or instrumentality of a State or its political subdivision. A State does not include the federal government or any agency or instrumentality thereof.

1.33 "Substantial Risk of Forfeiture" exists if the Plan expressly conditions a Participant's right to Deferred
Compensation upon the Participant's future performance of substantial Service for the Employer.

1.34 "Tax-Exempt Organization" means any tax-exempt
organization other than a governmental unit or a church or qualified church-controlled organization within the meaning of Code §3121(w)(3).

1.35 "Taxable Year" means the calendar year or other
taxable year of a Participant.

1.36 "Transfer" means a transfer of Eligible 457 Plan
assets to another Eligible 457 Plan which is not a Rollover Contribution and which is made in accordance with Section

9.03. 1.37 "Trust" means the Trust created under the adopting Employer's Plan. A Trust required under a Governmental
Eligible 457 Plan is subject to Article VIII. Any Trust under a Tax-Exempt Organization Eligible 457 Plan is subject to Section

5.09. 1.38 "Trustee" means the person or persons who as Trustee execute the Employer's Adoption Agreement, or any successor in office who in writing accepts the position of Trustee.

1.39 Type of 457 Plan. This Plan is an Eligible 457 Plan, which is a plan which satisfies the requirements of Code §457(b) and Treas. Reg. §§1.457-3 through -10. The Employer in the Adoption Agreement must specify whether the plan is either a Governmental Eligible 457 Plan or a Tax-Exempt Organization Eligible 457 Plan, as defined below:

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(B) "Tax-Exempt Organization Eligible 457 Plan" means an Eligible 457 Plan established by a Tax-Exempt Organization.

1.40 "Vested" means a Participant's Deferral Contributions that are not subject to a Substantial Risk of Forfeiture, including a vesting schedule.
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ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.01 ELIGIBILITY. Each Employee who is not an
Excluded Employee becomes a Participant in the Plan in
accordance with the eligibility conditions and as of the Plan Entry Date the Employer elects in the Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a Participant in the Plan, irrespective of whether he/she satisfies the eligibility conditions in the restated Plan, unless the Employer indicates otherwise in the Adoption Agreement.

2.02 PARTICIPATION UPON RE-EMPLOYMENT. A
Participant who incurs a Severance from Employment will re-enter the Plan as a Participant on the date of his or her re-employment. An Employee who satisfies the Plan's eligibility conditions but who incurs a Severance from Employment prior to becoming a Participant will become a Participant on the later of the Plan Entry Date on which he/she would have entered the Plan had he/she not incurred a Severance from Employment or the date of his or her re-employment. Any Employee who incurs a Severance from Employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with the Adoption Agreement.

2.03 CHANGE IN EMPLOYMENT STATUS. If a
Participant has not incurred a Severance from Employment but ceases to be eligible to participate in the Plan, by reason of becoming an Excluded Employee, the Plan Administrator must treat the Participant as an Excluded Employee during the period such a Participant is subject to the Adoption Agreement exclusion. The Plan Administrator determines a Participant's sharing in the allocation of Employer Contributions by
disregarding his or her Compensation paid by the Employer for services rendered in his or her capacity as an Excluded Employee. However, during such period of exclusion, the Participant, without regard to employment classification, continues to share fully in Plan income allocations under Section

5.07 and to accrue vesting service if applicable.

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ARTICLE III

DEFERRAL CONTRIBUTIONS/LIMITATIONS

3.01 AMOUNT.

(A) Contribution Formula. For each Plan Year, or other
period the Employer specifies in the Adoption Agreement, the Employer will contribute to the Plan the type and amount of Deferral Contributions the Employer elects in the Adoption Agreement.

(B) Return of Contributions. The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact. If the Plan has a Trust, the Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer's contribution (adjusted for net income, gain or loss) made by the Employer on account of a mistake of fact. The Trustee will not return any portion of the Employer's
contribution under the provisions of this paragraph more than one year after the Employer made the contribution on account of a mistake of fact. In addition, if any Participant Salary Reduction Contribution is due to a mistake of fact, the Employer or the Trustee upon written request from the Employer shall return the Participant's contribution (adjusted for net income, gain or loss), within one year after payment of the contribution.

The Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable.

(C) Time of Payment of Contribution. If the Plan has a Trust, the Employer may pay its contributions for each Plan Year to the Trust in one or more installments and at such time(s) as the Employer determines, without interest. A Governmental
Employer shall deposit Salary Reduction Contributions to the Trust within a period that is not longer than is reasonable for the administration of Participant Accounts.

3.02 SALARY REDUCTION CONTRIBUTIONS. The
Employer in the Adoption Agreement must elect whether the Plan permits Salary Reduction Contributions, and also the Plan limitations, if any, which apply to Salary Reduction
Contributions. Unless the Employer elects otherwise in the Adoption Agreement, all such limitations apply on a payroll basis.

(A) Deferral from Sick, Vacation and Back Pay. The
Employer in the Adoption Agreement must elect whether to permit Participants to make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay.

(B) Automatic Enrollment. The Employer in the Adoption
Agreement may provide for automatic Salary Reduction
Contributions of a specified amount, subject to giving notice to affected Participants of the automatic election and of their right to make a contrary election.

A Governmental Employer under an Eligible 457 Plan may elect to provide an Eligible Automatic Contribution Arrangement ("EACA"). If the Employer elects to provide an EACA, the Employer will amend the Plan to add necessary language.

(C) Application to Leave of Absence and Disability. Unless a Participant in his or her Salary Reduction Agreement elects otherwise, the Participant's Salary Reduction Agreement shall continue to apply during the Participant's leave of absence or the Participant's disability (as the Plan Administrator shall establish), if the Participant has Compensation other than imputed compensation or disability benefits.

(D) Post-severance deferrals limited to Post-Severance
Compensation. Deferrals are permitted from an amount
received following Severance from Employment only if the amount is Post-Severance Compensation.

3.03 MATCHING CONTRIBUTIONS. The Employer in
the Adoption Agreement must elect whether the Plan permits Matching Contributions and, if so, the type(s) of Matching Contributions, the time period applicable to any Matching Contribution formula, and as applicable, the amount of
Matching Contributions and the Plan limitations, if any, which apply to Matching Contributions. Any Matching Contributions apply to age 50 catch-up contributions, if any, and to any Normal Retirement Age catch-up contributions unless the Employer elects otherwise in the Adoption Agreement.

3.04 NORMAL LIMITATION. Except as provided in
Sections 3.05 and 3.06, a Participant's maximum Deferral Contributions (excluding Rollover Contributions and Transfers) under this Plan for a Taxable Year may not exceed the lesser of:

(a) The applicable dollar amount as specified under Code §457(e)(15) (or such larger amount as the Commissioner of the Internal Revenue may prescribe), or

(b) 100% of the Participant's Includible Compensation for the Taxable Year.

3.05 NORMAL RETIREMENT AGE CATCH-UP
CONTRIBUTION. If selected in the Adoption Agreement, a
Participant may elect to make this catch-up election. For one or more of the Participant's last three Taxable Years ending before the Taxable Year in which the Participant attains Normal Retirement Age, the Participant's maximum Deferral
Contributions may not exceed the lesser of:

(a) Twice the dollar amount under Section 3.04(a) Normal Limitation, or (b) the underutilized limitation.

(A) Underutilized Limitation. A Participant's underutilized limitation is equal to the sum of: (i) the normal limitation for the Taxable Year, and (ii) the normal limitation for each of the prior Taxable Years of the Participant commencing after 1978 during which the Participant was eligible to participate in the Plan and the Participant's Deferral Contributions were subject to the Normal Limitation or any other Code §457(b) limit, less the amount of Deferral Contributions for each such prior Taxable Year, excluding age 50 catch-up contributions.

(B) Normal Retirement Age. Normal Retirement Age is the age the Employer specifies in the Adoption Agreement provided that the age may not be: (i) earlier than the earliest of age 65 or the age at which Participants have the right to retire and receive under the Employer's defined benefit plan (or money purchase plan if the Participant is not eligible to participate in a defined benefit plan) immediate retirement benefits without actuarial or other reduction because of retirement before a later specified age; or (ii) later than age 70 1/2.

(1) Participant Designation. The Employer in the
Adoption Agreement may permit a Participant to designate his or her Normal Retirement Age as any age including or between the foregoing ages.

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(2) Multiple 457 Plans. If the Employer maintains more
than one Eligible 457 Plan, the Plans may not permit any Participant to have more than one Normal Retirement Age under the Plans.

(3) Police and Firefighters. In a Governmental Eligible 457 Plan with qualified police or firefighter Participants within the meaning of Code §415(b)(2)(H)(ii)(I), the Employer in the Adoption Agreement may elect (or permit the qualified
Participants to elect) a Normal Retirement Age as early as age 40 and as late as age 70 1/2.

(C) Pre-2002 Coordination. In determining a Participant's underutilized limitation, the Plan Administrator, in accordance with Treas. Reg. §1.457-4(c)(3)(iv), must apply the coordination rule in effect under now repealed Code §457(c)(2). The Plan Administrator also must determine the Normal Limitation for pre-2002 Taxable Years in accordance with Code §457(b)(2) as then in effect.

3.06 AGE 50 CATCH-UP CONTRIBUTION. An
Employer sponsoring a Governmental Eligible 457 Plan must specify in the Adoption Agreement whether the Participants are eligible to make age 50 catch-up contributions.

If an Employer elects to permit age 50 catch-up
contributions, all Employees who are eligible to make Salary Reduction Contributions under this Plan and who have attained age 50 before the close of the Taxable Year are eligible to make age 50 catch-up contributions for that Taxable Year in
accordance with, and subject to the limitations of, Code §414(v).

Such catch-up contributions are not taken into account for purposes of the provisions of the Plan implementing the required limitations of Code §457. If, for a Taxable Year, an Employee makes a catch-up contribution under Section 3.05, the Employee is not eligible to make age 50 catch-up contributions under this Section 3.06. A catch-up eligible Participant in each Taxable Year is entitled to the greater of the amount determined under Section 3.05 or Section 3.06 Catch-Up Amount plus the Section

3.04 Normal Limitation.

3.07 CONTRIBUTION ALLOCATION. The Plan
Administrator will allocate to each Participant's Account his or her Deferral Contributions. The Employer will allocate
Employer Nonelective and Matching Contributions to the
Account of each Participant who satisfies the allocation conditions in the Adoption Agreement in the following manner:

(a) Fixed match. To the extent the Employer makes
Matching Contributions under a fixed Adoption Agreement formula, the Plan Administrator will allocate the Matching Contribution to the Account of the Participant on whose behalf the Employer makes that contribution. A fixed Matching
Contribution formula is a formula under which the Employer contributes a specified percentage or dollar amount on behalf of a Participant based on that Participant's Salary Reduction Contributions.

(b) Discretionary match. To the extent the Employer
makes Matching Contributions under a discretionary Adoption Agreement formula, the Plan Administrator will allocate the Matching Contributions to a Participant's Account in the same proportion that each Participant's Salary Reduction
Contributions taken into account under the formula bear to the total Salary Reduction Contributions of all Participants.

(c) Tiered match. If the Matching Contribution formula
is a tiered formula, the Plan Administrator will allocate separately the Matching Contributions with respect to each tier of Salary Reduction Contributions, in accordance with the tiered formula.

(d) Discretionary nonelective. The Plan Administrator
will allocate discretionary Nonelective Contributions for a Plan Year in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year, unless the Employer elects otherwise in the Adoption Agreement.

(e) Fixed nonelective. The Plan Administrator will
allocate fixed Nonelective Contributions for a Plan Year in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year, unless the Employer elects otherwise in the Adoption Agreement.

(f) Other nonelective. The Plan Administrator will
allocate Nonelective Contributions for a Plan Year as specified in the Adoption Agreement.

3.08 ALLOCATION CONDITIONS. The Plan
Administrator will determine the allocation conditions
applicable to Nonelective Contributions or to Matching
Contributions (or to both) in accordance with the Employer's elections in the Adoption Agreement. The Plan Administrator will not allocate to a Participant any portion of an Employer Contribution (or forfeiture if applicable) for a Plan Year or applicable portion thereof in which the Participant does not satisfy the applicable allocation condition(s).

3.09 ROLLOVER CONTRIBUTIONS. If elected in the
Adoption Agreement, an Employer sponsoring a Governmental Eligible 457 Plan may permit Rollover Contributions.

(A) Operational Administration. The Employer, operationally and on a nondiscriminatory basis, may elect to limit an eligible Employee's right or a Participant's right to make a Rollover Contribution. Any Participant (or as applicable, any eligible Employee), with the Employer's written consent and after filing with the Trustee the form prescribed by the Plan Administrator, may make a Rollover Contribution to the Trust. Before
accepting a Rollover Contribution, the Trustee may require a Participant (or eligible Employee) to furnish satisfactory evidence the proposed transfer is in fact a "Rollover
Contribution" which the Code permits an employee to make to an eligible retirement plan. The Trustee, in its sole discretion, may decline to accept a Rollover Contribution of property which could: (1) generate unrelated business taxable income; (2) create difficulty or undue expense in storage, safekeeping or valuation; or (3) create other practical problems for the Trust.

(B) Pre-Participation Rollover. If an eligible Employee makes a Rollover Contribution to the Trust prior to satisfying the Plan's eligibility conditions, the Plan Administrator and Trustee must treat the Employee as a limited Participant (as described in Rev. Rul. 96-48 or in any successor ruling). A limited Participant does not share in the Plan's allocation of any Employer Contributions and may not make Salary Reduction Contributions until he/she actually becomes a Participant in the Plan. If a limited Participant has a Severance from Employment prior to becoming a Participant in the Plan, the Trustee will distribute his or her Rollover Contributions Account to the limited Participant in accordance with Article IV.

(C) Separate Accounting. If an Employer permits Rollover Contributions, the Plan Administrator must account separately for: (1) amounts rolled into this Plan from an eligible retirement plan (other than from another Governmental Eligible 457 plan); and (2) amounts rolled into this Plan from another
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may designate a distribution from a Participant's Rollover Contributions as coming first from either of (1) or (2) above if the Participant has both types of Rollover Contribution Accounts.

(D) May Include Roth Deferrals. If this Plan is an eligible governmental 457(b) plan which accepts Roth Elective
Deferrals, then a Rollover Contribution may include Roth Deferrals made to another plan, as adjusted for Earnings. Such amounts must be directly rolled over into this Plan from another plan which is qualified under Code §401(a), from a 403(b) plan, or from an eligible governmental 457 plan. The Plan must account separately for the Rollover Contribution, including the Roth Deferrals and the Earnings thereon.

(E) In-Plan Roth Rollover Contributions. A Governmental Employer under an Eligible 457 Plan may elect to permit In- Plan Roth Rollover Contribution. If the Employer decides to permit In-Plan Roth Rollover Contributions, the Employer will amend the Plan to add necessary language.

3.10 DISTRIBUTION OF EXCESS DEFERRALS. In the
event that a Participant has Excess Deferrals, the Plan will distribute to the Participant the Excess Deferrals and allocable net income, gain or loss, in accordance with this Section 3.10.

(A) Governmental Eligible 457 Plan. The Plan Administrator will distribute Excess Deferrals from a Governmental Eligible 457 Plan as soon as is reasonably practicable following the Plan Administrator's determination of the amount of the Excess Deferral.

(B) Tax-Exempt Organization Eligible 457 Plan. The Plan Administrator will distribute Excess Deferrals from a Tax- Exempt Organization Eligible 457 Plan no later than April 15 following the Taxable Year in which the Excess Deferral occurs.

(C) Plan Aggregation. If the Employer maintains more than one Eligible 457 Plan, the Employer must aggregate all such Plans in determining whether any Participant has Excess Deferrals.

(D) Individual Limitation. If a Participant participates in another Eligible 457 Plan maintained by a different employer, and the Participant has Excess Deferrals, the Plan Administrator may, but is not required, to correct the Excess Deferrals by making a corrective distribution from this Plan.

3.11 DEEMED IRA CONTRIBUTIONS. A Governmental
Employer under an Eligible 457 Plan may elect to permit Participants to make IRA contributions to this Plan in
accordance with the Code §408(q) deemed IRA rules. If the Employer elects to permit deemed IRA contributions to the Plan, the Employer will amend the Plan to add necessary IRA
language and either the Rev. Proc. 2003-13 sample deemed IRA language or an appropriate substitute.

3.12 ROTH ELECTIVE DEFERRALS. The Employer may
elect in the Adoption Agreement to permit Roth Elective Deferrals. Unless elected otherwise, Roth Elective Deferrals shall be treated in the same manner as Elective Deferrals. The Employer may, in operation, implement deferral election procedures provided such procedures are communicated to Participants and permit Participants to modify their elections at least once each Plan Year.

(A) Elective Deferrals. "Elective Deferral" means a
contribution the Employer makes to the Plan pursuant to a Participant's Salary Reduction Agreement, as described in Section 3.02. The term "Elective Deferrals" includes Pre-tax Elective Deferrals and Roth Elective Deferrals.

(B) Pre-Tax Elective Deferrals. "Pre-Tax Elective Deferrals" means a Participant's Salary Reduction Contributions which are not includible in the Participant's gross income at the time deferred and have been irrevocably designated as Pre-Tax Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Pre-Tax Elective
Deferrals will be separately accounted for, as will gains and losses attributable to those Pre-Tax Elective Deferrals.

(C) Roth Elective Deferrals. "Roth Elective Deferrals" means a Participant's Salary Reduction Contributions that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Roth Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Roth Elective Deferrals. However, forfeitures may not be allocated to such account. The Plan must also maintain a record of a Participant's investment in the contract (i.e., designated Roth contributions that have not been distributed) and the year in which the Participant first made a Roth Elective Deferral.

(D) Ordering Rules for Distributions. The Administrator operationally may implement an ordering rule procedure for withdrawals (including, but not limited to, withdrawals on account of an unforeseeable emergency) from a Participant's accounts attributable to Pre-Tax Elective Deferrals or Roth Elective Deferrals. Such ordering rules may specify whether the Pre-Tax Elective Deferrals or Roth Elective Deferrals are distributed first. Furthermore, such procedure may permit the Participant to elect which type of Elective Deferrals shall be distributed first.

(E) Corrective distributions attributable to Roth Elective Deferrals. For any Plan Year in which a Participant may make both Roth Elective Deferrals and Pre-Tax Elective Deferrals, the Administrator operationally may implement an ordering rule procedure for the distribution of Excess Deferrals (Treas. Reg. §1.457-4(e)). Such an ordering rule may specify whether the Pre-Tax Elective Deferrals or Roth Elective Deferrals are distributed first, to the extent such type of Elective Deferrals was made for the year. Furthermore, such procedure may permit the Participant to elect which type of Elective Deferrals shall be distributed first.

(F) Loans. If Participant loans are permitted under the Plan, then the Administrator may modify the loan policy or program to provide limitations on the ability to borrow from, or use as security, a Participant's Roth Elective Deferral account.

Similarly, the loan policy or program may be modified to provide for an ordering rule with respect to the default of a loan that is made from the Participant's Roth Elective Deferral account and other accounts under the Plan.

(G) Rollovers. A direct rollover of a distribution from Roth Elective Deferrals shall only be made to a Plan which includes Roth Elective Deferrals as described in Code §402A(e)(1) or to a Roth IRA as described in Code §408A, and only to the extent the rollover is permitted under the rules of Code §402(c).

The Plan shall accept a rollover contribution of Roth Elective Deferrals only if it is a direct rollover from another Plan which permits Roth Elective Deferrals as described in Code
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§402A(e)(1) and only to the extent the rollover is permitted under the rules of Code §402(c). The Employer, operationally and on a uniform and nondiscriminatory basis, may decide whether to accept any such rollovers.

The Plan shall not provide for a direct rollover (including an automatic rollover) for distributions from a Participant's Roth Elective Deferral account if the amount of the distributions that are eligible rollover distributions are reasonably expected to total less than $200 during a year. In addition, any distribution from a Participant's Roth Elective Deferrals are not taken into account in determining whether distributions from a Participant's other accounts are reasonably expected to total less than $200 during a year. Furthermore, the Plan will treat a Participant's Roth Elective Deferral account and the Participant's other accounts as held under two separate plans for purposes of applying the automatic rollover rules. However, eligible rollover distributions of a Participant's Roth Elective Deferrals are taken into account in determining whether the total amount of the Participant's account balances under the Plan exceed the Plan's limits for purposes of mandatory distributions from the Plan.

The provisions of the Plan that allow a Participant to elect a direct rollover of only a portion of an eligible rollover distribution but only if the amount rolled over is at least $500 is applied by treating any amount distributed from a Participant's Roth Elective Deferral account as a separate distribution from any amount distributed from the Participant's other accounts in the Plan, even if the amounts are distributed at the same time.

(H) Automatic Enrollment. If the Plan utilizes an automatic enrollment feature as described in Section 3.02(B), then any such automatic contribution shall be a Pre-Tax Elective Deferral.

(I) Operational Compliance. The Plan Administrator will administer Roth Elective Deferrals in accordance with
applicable regulations or other binding authority.

3.13 BENEFIT ACCRUAL. If the Employer elects to apply
this Section, then effective as of the date adopted, for benefit accrual purposes, the Plan treats an individual who dies or becomes disabled (as defined under the terms of the Plan) while performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual's reemployment rights under USERRA, on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability.

(A) Determination of benefits. The amount of Matching
Contributions to be made pursuant to this Section 3.13 shall be determined as though the amount of Salary Reduction
Contributions of an individual treated as reemployed under this Section on the basis of the individual's average actual Salary Reduction Contributions for the lesser of: (i) the 12-month period of service with the Employer immediately prior to qualified military service; or (ii) the actual length of continuous service with the Employer.

3.14 ELIGIBLE AUTOMATIC CONTRIBUTION
ARRANGEMENT (EACA). As elected in the Adoption
Agreement, the Employer maintains a Plan with automatic enrollment provisions as an Eligible Automatic Contribution Arrangement ("EACA"). Accordingly, the Plan will satisfy the (1) uniformity requirements, and (2) notice requirements under this Section.

(A) Uniformity. The Automatic Deferral Percentage must be a uniform percentage of Compensation. All Participants in the EACA, are subject to Automatic Deferrals, except to the extent otherwise provided in this Plan. If a Participant's Affirmative Election expires or otherwise ceases to be in effect, the Participant will immediately thereafter be subject to Automatic Deferrals, except to the extent otherwise provided in this Plan.

However, the Plan does not violate the uniform Automatic Deferral Percentage merely because the Plan applies any of the following provisions:

(a) Years of participation. The Automatic Deferral
Percentage varies based on the number of plan years the Participant has participated in the Plan while the Plan has applied EACA provisions;

(b) No reduction from prior default percentage. The
Plan does not reduce an Automatic Deferral Percentage that, immediately prior to the EACA's effective date was higher (for any Participant) than the Automatic Deferral Percentage;

(c) Applying statutory limits. The Plan limits the
Automatic Deferral amount so as not to exceed the limits of Code Section 457(b)(2) (determined without regard to Age 50 Catch-Up Deferrals).

(B) EACA notice. The Plan Administrator annually will
provide a notice to each Participant a reasonable period prior to each plan year the Employer maintains the Plan as an EACA ("EACA Plan Year").

(a) Deemed reasonable notice/new Participant. The
Plan Administrator is deemed to provide timely notice if the Plan Administrator provides the EACA notice at least 30 days and not more than 90 days prior to the beginning of the EACA Plan Year.

(b) Mid-year notice/new Participant or Plan. If: (a) an Employee becomes eligible to make Salary Reduction
Contributions in the Plan during an EACA Plan Year but after the Plan Administrator has provided the annual EACA notice for that plan year; or (b) the Employer adopts mid-year a new Plan as an EACA, the Plan Administrator must provide the EACA notice no later than the date the Employee becomes eligible to make Salary Reduction Contributions. However, if it is not practicable for the notice to be provided on or before the date an Employee becomes a Participant, then the notice will
nonetheless be treated as provided timely if it is provided as soon as practicable after that date and the Employee is permitted to elect to defer from all types of Compensation that may be deferred under the Plan earned beginning on that date.

(c) Content. The EACA notice must provide
comprehensive information regarding the Participants' rights and obligations under the Plan and must be written in a manner calculated to be understood by the average Participant in accordance with applicable guidance.

(C) EACA permissible withdrawal. If elected in in the
Adoption Agreement, a Participant who has Automatic Deferrals under the EACA may elect to withdraw all the Automatic
Deferrals (and allocable earnings) under the provisions of this Section 3.14. Any distribution made pursuant to this Section will be processed in accordance with normal distribution provisions of the Plan.

(a) Amount. If a Participant elects a permissible
withdrawal under this Section, then the Plan must make a 517
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distribution equal to the amount (and only the amount) of the Automatic Deferrals made under the EACA (adjusted for
allocable gains and losses to the date of the distribution).The Plan may separately account for Automatic Deferrals, in which case the entire account will be distributed. If the Plan does not separately account for the Automatic Deferrals, then the Plan must determine earnings or losses in a manner similar to the rules of Treas. Reg. §1.401(k)-2(b)(2)(iv) for distributions of excess contributions.

(b) Fees. Notwithstanding the above, the Plan
Administrator may reduce the permissible distribution amount by any generally applicable fees. However, the Plan may not charge a greater fee for distribution under this Section than applies to other distributions. The Plan Administrator may adopt a policy regarding charging such fees consistent with this paragraph.

(c) Timing. The Participant may make an election to
withdraw the Automatic Deferrals under the EACA no later than 90 days, or such shorter period as specified in the Adoption Agreement, after the date of the first Automatic Deferral under the EACA. For this purpose, the date of the first Automatic Deferral is the date that the Compensation subject to the Automatic Deferral otherwise would have been includible in the Participant's gross income. Furthermore, a Participant's withdrawal right is not restricted due to the Participant making an Affirmative Election during the 90 day period (or shorter period as specified in Adoption Agreement.).

(d) Rehired Employees. For purposes of this Section, an Employee who for an entire Plan Year did not have
contributions made pursuant to a default election under the EACA will be treated as having not had such contributions for any prior Plan Year as well.

(e) Effective date of the actual withdrawal election:

The effective date of the permissible withdrawal will be as soon as practicable, but in no event later than the earlier of (1) the pay date of the second payroll period beginning after the election is made, or (2) the first pay date that occurs at least 30 days after the election is made. The election will also be deemed to be an Affirmative Election to have no Salary Reduction Contributions made to the Plan.

(f) Related matching contributions. The Plan
Administrator will not take any deferrals withdrawn pursuant to this section into account in computing the contribution and allocation of matching contributions, if any. If the Employer has already allocated matching contributions to the Participant's account with respect to deferrals being withdrawn pursuant to this Section, then the matching contributions, as adjusted for gains and losses, must be forfeited. Except as otherwise provided, the Plan will use the forfeited contributions to reduce future contributions or to reduce plan expenses.

(D) Compensation. Compensation for purposes of determining the amount of Automatic Deferrals has the same meaning as Compensation with regard to Salary Reduction Contributions in general.

(E) Definitions.

(a) Definition of Automatic Deferral. An Automatic
Deferral is a Salary Reduction Contribution that results from the operation of this Article III. Under the Automatic Deferral, the Employer automatically will reduce by the Automatic Deferral Percentage as elected the Compensation of each Participant subject to the EACA. The Plan Administrator will cease to apply the Automatic Deferral to a Participant who makes an
Affirmative Election as defined in this Section.

(b) Definition of Automatic Deferral
Percentage/Increases. The Automatic Deferral Percentage is the percentage of Automatic Deferral (including any scheduled increase to the Automatic Deferral Percentage the Employer may elect).

(c) Effective date of EACA Automatic Deferral. The
effective date of an Employee's Automatic Deferral will be as soon as practicable after the Employee is subject to Automatic Deferrals under the EACA, consistent with (a) applicable law, and (b) the objective of affording the Employee a reasonable period of time after receipt of the notice to make an Affirmative Election (and, if applicable, an investment election).

(d) Definition of Affirmative Election. An Affirmative
Election is a Participant's election made after the EACA's Effective Date not to defer any Compensation or to defer more or less than the Automatic Deferral Percentage.

(e) Effective Date of Affirmative Election. A
Participant's Affirmative Election generally is effective as of the first payroll period which follows the payroll period in which the Participant made the Affirmative Election. However, a
Participant may make an Affirmative Election which is
effective: (a) for the first payroll period in which he or she becomes a Participant if the Participant makes an Affirmative Election within a reasonable period following the Participant's entry date and before the Compensation to which the Election applies becomes currently available; or (b) for the first payroll period following the EACA's effective date, if the Participant makes an Affirmative Election not later than the EACA's effective date.

3.15 IN-PLAN ROTH ROLLOVER CONTRIBUTION

(a) Employer Election. The Employer in its Adoption
Agreement in which the Employer has elected to permit Roth Deferrals also will elect whether to permit an In-Plan Roth Rollover Contribution in accordance with this Section with regard to otherwise distributable amounts and/or otherwise nondistributable amounts. If the Employer elects to permit such contributions, the Employer in its Adoption Agreement will specify the Effective Date thereof which may not be earlier than distributions made after September 27, 2010, and may not be earlier than January 1, 2013 in the case of rollovers of otherwise nondistributable amounts. An In-Plan Roth Rollover
Contribution means a Rollover Contribution to the Plan that consists of a distribution or transfer from a Participant's Plan Account, other than a Roth Deferral Account, that the
Participant transfers to the Participant's In-Plan Roth Rollover Contribution Account in the Plan, in accordance with Code §402(c)(4). In-Plan Roth Rollover Contributions will be subject to the Plan rules related to Roth Deferral Accounts, subject to preservation of protected benefits.

(b) Eligibility for Distribution and Rollover. A
Participant may not make an In-Plan Roth Rollover Contribution with regard to an otherwise distributable amount which is not an Eligible Rollover Distribution.

(1) Parties eligible to elect. For purposes of
eligibility for an In-Plan Roth Rollover, the Plan will treat a Participant's surviving spouse Beneficiary or alternate payee spouse or alternate payee former spouse as a Participant. A non- spouse Beneficiary may not make an In-Plan Roth Rollover.

(2) Distribution from partially Vested account. In-
Plan Roth Rollovers are permitted only from Vested amounts allocated to a qualifying source but may be made from partially Vested Accounts. If a distribution is made to a Participant who 518
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has not incurred a Severance from Employment and who is not fully Vested in the Participant's Account from which the In-Plan Roth Rollover Contribution is to be made, and the Participant may increase the Vested percentage in such Account.

(1) Direct Rollover. An In-Plan Roth Rollover
Contribution may be made only by a Direct Rollover.

(2) Account source. A Participant may make an In-
Plan Roth Rollover from any account (other than a Roth
account).

(3) Cash or in-kind. The Plan Administrator will
effect an In-Plan Roth Rollover Contribution by rolling over the Participant's current investments to the In-Plan Roth Rollover Account. A Plan loan so rolled over without changing the repayment schedule is not treated as a new loan. However the Employer may provide that loans cannot be rolled over in an In- Plan Roth Rollover.

(4) No Rollover or Distribution Treatment.

Notwithstanding any other Plan provision, an In-Plan Roth Rollover Contribution is not a Rollover Contribution for purposes of the Plan. Accordingly: (a) if the Employer in its Adoption Agreement has elected $5,000 as the Plan limit on Mandatory Distributions, the Plan Administrator will take into account amounts attributable to an In-Plan Roth Rollover Contribution, in determining if the $5,000 limit is exceeded, regardless of the Employer's election as to whether to count Rollover Contributions for this purpose; (b) no spousal consent is required for a Participant to elect to make an In-Plan Roth Rollover Contribution; (c) protected benefits with respect to the amounts subject to the In-Plan Roth Rollover are preserved; and (d) mandatory 20% federal income tax withholding does not apply to the In Plan Roth Rollover Contribution.

(5) In-Plan Roth Rollover Contribution Account.

An In-Plan Roth Rollover Contribution Account is a sub- account the Plan Administrator may establish to account for a Participant's Rollover Contributions attributable to the Participant's In-Plan Roth Rollover Contributions. The Plan Administrator has authority to establish such a sub-account, and to the extent necessary, may establish sub-accounts based on the source of the In-Plan Roth Rollover Contribution. The Plan Administrator will administer an In-Plan Roth Rollover
Contribution Account in accordance with Code and the Plan provisions.
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ARTICLE IV

TIME AND METHOD OF

PAYMENT OF BENEFITS

4.01 DISTRIBUTION RESTRICTIONS. Except as the
Plan provides otherwise, the Plan Administrator or Trustee may not distribute to a Participant the amounts in his or her Account prior to one of the following events:

(a) The Participant's attaining age 70 1/2;

(b) The Participant's Severance from Employment; or

4.02 TIME AND METHOD OF PAYMENT OF
ACCOUNT. The Plan Administrator, or Trustee at the direction of the Plan Administrator, will distribute to a Participant who has incurred a Severance from Employment the Participant's Vested Account under one or any combination of payment
methods and at the time(s) the Adoption Agreement specifies. If the Adoption Agreement permits more than one time or method, the Plan Administrator, in the absence of a Participant election described below, will determine the time and method applicable to a particular Participant. In no event will the Plan
Administrator direct (or direct the Trustee to commence) distribution, nor will the Participant elect to have distribution commence, later than the Participant's required beginning date, or under a method that does not satisfy Section 4.03.

(A) Participant Election of Time and Method. The Employer in the Adoption Agreement must elect whether to permit
Participants to elect the timing and method of distribution of their Account in accordance with this Section 4.02. The Plan Administrator must consent to the specific terms of any such Participant election and the Plan Administrator in its sole discretion may withhold consent. Subject to the foregoing conditions, a Participant: (1) may elect to postpone distribution of his or her Account beyond the time the Employer has elected in the Adoption Agreement, to any fixed or determinable date including, but not beyond, the Participant's required beginning date; and (2) may elect the method of payment. A Participant in a Tax Exempt Organization Eligible 457 Plan may elect the timing and method of payment of his or her Account no later than 30 days before the date the Plan Administrator or Trustee first would commence payment of the Participant's Account in accordance with the Adoption Agreement. The Plan
Administrator must furnish to the Participant a form for the Participant to elect the time and a method of payment. A Participant in a Governmental Eligible 457 Plan is not subject to any such requirement in election the timing or method of payment.

(B) Number of Initial Elections/Subsequent Elections. A Participant in a Tax-Exempt Organization Eligible 457 Plan may make any number of elections or revoke any prior election under Section 4.02(A) within the election period. Once the initial election period expires, a Participant, before payment would commence under the Participant's initial election, may make one additional election to defer (but not to accelerate) the timing of payment of his or her Account and also as to the method of payment.

(C) No Election/Default. If the Participant does not make a timely election regarding the time and method of payment, the Plan Administrator will pay or direct the Trustee to pay the Participant's Account in accordance with the Adoption
Agreement.

(D) Mandatory Distribution. The Employer in the Adoption Agreement will elect whether the Plan will make Mandatory Distributions. If the Employer elects Mandatory Distributions, the Employer may determine operationally whether to include Rollover Contributions in determining whether the Participant is subject to Mandatory Distributions.

4.03 REQUIRED MINIMUM DISTRIBUTIONS. The Plan
Administrator may not distribute nor direct the Trustee to distribute the Participant's Account, nor may the Participant elect any distribution his or her Account, under a method of payment which, as of the required beginning date, does not satisfy the minimum distribution requirements of Code
§401(a)(9) or which is not consistent with applicable Treasury regulations.

(A) General Rules.

(1) Precedence. The requirements of this Section 4.03
will take precedence over any inconsistent provisions of the Plan.

(2) Requirements of Treasury Regulations
Incorporated. All distributions required under this Section 4.03 will be determined and made in accordance with the Treasury regulations under Code §401(a)(9).

(B) Time and Manner of Distribution.

(1) Required Beginning Date. The Participant's entire
interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date.

(2) Death of Participant Before Distribution Begins. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows:

(a) Spouse Designated Beneficiary. If the
Participant's surviving spouse is the Participant's sole designated Beneficiary, then, except as the Employer may elect in the Adoption Agreement, distributions to the surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant dies, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.

(b) Non-Spouse Designated Beneficiary. If the
Participant's surviving spouse is not the Participant's sole designated Beneficiary, then, except as the Employer may elect in the Adoption Agreement, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(c) No Designated Beneficiary. If there is no
designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(d) Death of Spouse. If the Participant's surviving
spouse is the Participant's sole designated Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this Section

4.03(B)(2) other than Section 4.03(B)(2)(a), will apply as if the surviving spouse were the Participant.

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For purposes of this Section 4.03(B) and Section 4.03(D), unless Section 4.03(B)(2)(d) applies, distributions are considered to begin on the Participant's required beginning date.

If Section 4.03(B)(2)(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 4.03(B)(2)(a). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's required beginning date or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 4.03(B)(2)(a), the date
distributions are considered to begin is the date distributions actually commence.

(3) Forms of Distribution. Unless the Participant's
interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 4.03(C) and 4.03(D). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of Code §401(a)(9) and the Treasury regulations.

(1) Amount of Required Minimum Distribution for
Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(a) ULT. The quotient obtained by dividing the
Participant's account balance by the number in the Uniform Life Table set forth in Treas. Reg. §1.401(a)(9)-9, using the Participant's attained age as of the Participant's birthday in the distribution calendar year; or

(b) Younger Spouse. If the Participant's sole
designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's account balance by the number in the Joint and Last Survivor Table set forth in Treas. Reg. §1.401(a)(9)-9, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year.

(2) Lifetime Required Minimum Distributions
Continue Through Year of Participant's Death. Required
minimum distributions will be determined under this Section

4.03(C) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death.

(D) Required Minimum Distributions after Participant's
Death.

(1) Death On or After Distributions Begin.

(a) Participant Survived by Designated
Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary, determined as follows:

(i) Participant's Life Expectancy. The
Participant's remaining life expectancy is calculated using the attained age of the Participant as of the Participant's birthday in the calendar year of death, reduced by one for each subsequent calendar year.

(ii) Spouse's Life Expectancy. If the
Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the attained age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year.

(iii) Non-Spouse's Life Expectancy. If the
Participant's surviving spouse is not the Participant's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the attained age of the Beneficiary as of the Beneficiary's birthday in the calendar year following the calendar year of the Participant's death, reduced by one for each subsequent calendar year.

(b) No Designated Beneficiary. If the Participant
dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the calendar year after the calendar year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the calendar year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the Participant's remaining life expectancy calculated using the attained age of the Participant as of the Participant's birthday in the calendar year of death, reduced by one for each
subsequent calendar year.

(2) Death before Date Distributions Begin.

(a) Participant Survived by Designated
Beneficiary. Except as the Employer may elect in the Adoption Agreement, if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in Section 4.03(D)(1).

(b) No Designated Beneficiary. If the Participant
dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(c) Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section

4.03(B)(2)(a), this Section 4.03(D)(2) will apply as if the surviving spouse were the Participant.

(d) 5-year or Life Expectancy rule; possible
election. The Employer in its Adoption Agreement will elect whether distribution of the Participant's Account will be made in accordance with the life expectancy rule under Section

4.03(D)(2)(a) or the 5-year rule under Section 4.03(D)(2)(b).

The Employer's election may permit a Designated Beneficiary to elect which of these rules will apply or may specify which rule applies. However, the life expectancy rule (whether subject to 521
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election or not) applies only in the case of a Designated Beneficiary. The 5-year rule applies as to any Beneficiary who is not a Designated Beneficiary. A permitted election under this Section must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 4.03(D)(2)(a), or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving spouse's) death.

(E) Definitions.

(1) Designated Beneficiary. The individual who is
designated as the Beneficiary under the Plan and is the designated beneficiary under Code §401(a)(9) and Treas. Reg. §1.401(a)(9)-1, Q&A-4.

(2) Distribution calendar year. A calendar year for
which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the
Participant's death, the first distribution calendar year is the calendar year in which the distributions are required to begin under Section 4.03(B)(2). The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(3) Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas. Reg. §1.401(a)(9)-9.

(4) Participant's account balance. The account balance
as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any Rollover Contributions or Transfers to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5) Required beginning date. A Participant's required
beginning date is the April 1 of the calendar year following the later of: (1) the calendar year in which the Participant attains age 70 1/2, or (2) the calendar year in which the Participant retires or such other date under Code §401(a)(9) by which required minimum distributions must commence.

4.04 DEATH BENEFITS. Upon the death of the
Participant, the Plan Administrator must pay or direct the Trustee to pay the Participant's Account in accordance with Section 4.03. Subject to Section 4.03, a Beneficiary may elect the timing and method of payment in the same manner as a Participant may elect under Section 4.02, if such elections apply.

If a Participant dies while performing qualified military service (as defined in Code §414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.

4.05 DISTRIBUTIONS PRIOR TO SEVERANCE FROM
EMPLOYMENT. The Employer must elect in the Adoption
Agreement whether to permit in-service distributions of a Participant's Vested Account under this Section 4.05,
notwithstanding the Section 4.01 distribution restrictions.

(A) Unforeseeable Emergency. In the event of a Participant's or the Participant's spouse, dependents or beneficiaries' unforeseeable emergency, the Plan Administrator may make a distribution to a Participant who has not incurred a Severance from Employment (or who has incurred a Severance but will not begin to receive payments until some future date). In the event of an unforeseeable emergency, the Plan Administrator also may accelerate payments to a Participant or to a Beneficiary. The Plan Administrator will establish a policy for determining whether an unforeseeable emergency exists. An unforeseeable emergency is a severe financial hardship of a Participant or Beneficiary resulting from: (1) illness or accident of the Participant, the Beneficiary, or the Participant's or Beneficiary's spouse or dependent (as defined in Code §152(a)); (2) loss of the Participant's or Beneficiary's property due to casualty; (3) the need to pay for the funeral expenses of the Participant's or Beneficiary's spouse or dependent (as defined in Code §152(a)); or (4) other similar extraordinary and unforeseeable
circumstances arising from events beyond the Participant's or Beneficiary's control, or which applicable law may define as an unforeseeable emergency. The Plan Administrator will not pay the Participant or the Beneficiary more than the amount reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay taxes or penalties on the distribution. The Plan Administrator will not make payment to the extent the Participant or Beneficiary may relieve the financial hardship by cessation of deferrals under the Plan, through insurance or other reimbursement, or by liquidation of the individual's assets to the extent such liquidation would not cause severe financial hardship.

The Participant's Beneficiary is a person who a Participant designates and who is or may become entitled to a Participant's Plan Account upon the Participant's death.

(B) De minimis distribution. In accordance with the
Employer's Adoption Agreement elections, the Plan
Administrator may allow a Participant to elect to receive a distribution or the Plan Administrator will distribute (without a Participant election) any amount of the Participant's Account where: (1) the Participant's Account (disregarding Rollover Contributions) does not exceed $5,000 (or such other amount as does not exceed the Code §411(a)(11)(A) dollar amount); (2) the Participant has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution; and (3) the Participant has not received a prior distribution under this Section 4.05(B).

(C) Distribution of Rollover Contributions. The Employer in the Adoption Agreement may elect to permit a Participant to request and to receive distribution of the Participant's Account attributable to Rollover Contributions (but not to Transfers) before the Participant has a distributable event under Section

4.01. 4.06 DISTRIBUTIONS UNDER QUALIFIED
DOMESTIC RELATIONS ORDERS (QDROs).

Notwithstanding any other provision of this Plan, the Employer in the Adoption Agreement may elect to apply the QDRO
provisions of this Section 4.06. If Section 4.06 applies, the Plan Administrator (and any Trustee) must comply with the terms of a QDRO, as defined in Code §414(p), which is issued with respect to the Plan.

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(A) Time and Method of Payment. This Plan specifically
permits distribution to an alternate payee under a QDRO at any time, notwithstanding any contrary Plan provision and
irrespective of whether the Participant has attained his or her earliest retirement age (as defined under Code §414(p)) under the Plan. A distribution to an alternate payee prior to the Participant's attainment of earliest retirement age is available only if the QDRO specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution. Nothing in this Section 4.06 gives a Participant a right to receive distribution at a time the Plan otherwise does not permit nor authorizes the alternate payee to receive a form of payment the Plan does not permit.

(B) QDRO Procedures. The Plan Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator promptly will notify the
Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan's procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of the Plan Administrator's determination. The Plan Administrator must provide notice under this paragraph by mailing to the individual's address specified in the domestic relations order.

(C) Accounting. If any portion of the Participant's Account Balance is payable under the domestic relations order during the period the Plan Administrator is making its determination of the qualified status of the domestic relations order, the Plan Administrator must maintain a separate accounting of the amounts payable. If the Plan Administrator determines the order is a QDRO within 18 months of the date amounts first are payable following receipt of the domestic relations order, the Plan Administrator will distribute or will direct the Trustee to distribute the payable amounts in accordance with the QDRO. If the Plan Administrator does not make its determination of the qualified status of the order within the 18-month determination period, the Plan Administrator will distribute or will direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Plan Administrator later determines the order is a QDRO.

To the extent it is not inconsistent with the provisions of the QDRO, the Plan Administrator may segregate or may direct the Trustee to segregate the QDRO amount in a segregated investment account. The Plan Administrator or Trustee will make any payments or distributions required under this Section

4.06 by separate benefit checks or other separate distribution to the alternate payee(s).

(D) Permissible QDROs. A domestic relations order that
otherwise satisfies the requirements for a qualified domestic relations order ("QDRO") will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant's death.

4.07 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER
DISTRIBUTIONS – GOVERNMENTAL PLAN.

(A) Participant Election. A Participant (including for this purpose, a former Employee) in a Governmental Eligible 457 Plan may elect, at the time and in the manner the Plan
Administrator prescribes, to have any portion of his or her eligible rollover distribution from the Plan paid directly to an eligible retirement plan specified by the Participant in a direct rollover election. For purposes of this election, a "Participant" includes as to their respective interests, a Participant's surviving spouse and the Participant's spouse or former spouse who is an alternate payee under a QDRO.

(B) Rollover and Withholding Notice. At least 30 days and not more than 180 days prior to the Trustee's distribution of an eligible rollover distribution, the Plan Administrator must provide a written notice (including a summary notice as permitted under applicable Treasury regulations) explaining to the distributee the rollover option, the applicability of mandatory 20% federal withholding to any amount not directly rolled over, and the recipient's right to roll over within 60 days after the date of receipt of the distribution ("rollover notice").

(C) Default distribution or rollover. Except as provided in Paragraph (D), in the case of a Participant who does not elect timely to roll over or to receive distribution of his or her Account, the Plan Administrator or the Trustee, at the Plan Administrator's direction, may distribute to the Participant or may directly roll over the Participant's Account in accordance with the Plan's rollover notice.

(D) Mandatory default rollover. If (1) the Plan is a
Governmental Eligible 457 Plan, (2) the Plan makes a
mandatory distribution after the Code §401(a)(31)(B) Effective Date, greater than $1,000, and (3) the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Plan Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.

(E) Non-spouse beneficiary rollover right. A non-spouse beneficiary who is a "designated beneficiary" under Section

4.03(E)(1), by a direct trustee-to-trustee transfer ("direct rollover"), may roll over all or any portion of his or her distribution to an individual retirement account the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution.

(1) Certain requirements not applicable. Although a
non-spouse beneficiary may roll over directly a distribution as provided in Section 4.07(E), the distribution is not subject to the direct rollover requirements of Code §401(a)(31) (including the automatic rollover provisions of Code §401(a)(31)(B)), the notice requirements of Code §402(f) or the mandatory
withholding requirements of Code §3405(c). If a non-spouse beneficiary receives a distribution from the Plan, the distribution is not eligible for a "60-day" rollover.

(2) Trust beneficiary. If the Participant's named
beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code §401(a)(9)(E).

(3) Required minimum distributions not eligible for
rollover. A non-spouse beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other Revenue Service guidance. If the Participant dies before his or her required beginning date and the non-spouse beneficiary rolls over to an IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treas. Reg. §1.401(a)(9)-3, A-4(c), in 523
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determining the required minimum distributions from the IRA that receives the non-spouse beneficiary's distribution.

(F) Definitions. The following definitions apply to this Section:

(1) Eligible rollover distribution. An eligible rollover distribution is any distribution of all or any portion of a Participant's Account, except an eligible rollover distribution does not include: (a) any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant and the Participant's designated Beneficiary, or for a specified period of ten years or more; (b) any Code §401(a)(9) required minimum distribution; (c) any unforeseeable emergency
distribution; and (d) any distribution which otherwise would be an eligible rollover distribution, but where the total distributions to the Participant during that calendar year are reasonably expected to be less than $200.

(2) Eligible retirement plan. An eligible retirement plan is an individual retirement account described in Code §408(a), an individual retirement annuity described in Code §408(b), an annuity plan described in Code §403(a), a qualified plan described in Code §401(a), an annuity contract (or custodial agreement) described in Code §403(b), or an eligible deferred compensation plan described in Code §457(b) and maintained by an Employer described in Code §457(e)(1)(A), which accepts the Participant's, the Participant's spouse or alternate payee's eligible rollover distribution.

A Participant or beneficiary may elect to roll over directly an eligible rollover distribution to a Roth IRA described in Code §408A(b). For this purpose, the term "eligible rollover distribution" includes a rollover distribution described in this Section.

(3) Direct rollover. A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

(4) Mandatory distribution. A mandatory distribution is an eligible rollover distribution without the Participant's consent before the Participant attains the later of age 62 or Normal Retirement Age (see paragraph 3.05 (B)). A distribution to a beneficiary is not a mandatory distribution.

(5) 401(a)(31)(B) Effective Date. The 401(a)(31)(B)
Effective Date is the date of the close of the first regular legislative session of the legislative body with the authority to amend the Plan that begins on or after January 1, 2006.

4.08 ELECTION TO DEDUCT FROM DISTRIBUTION.

An Eligible Retired Public Safety Officer may elect annually for that taxable year to have the Plan deduct an amount from a distribution which the Eligible Retired Public Safety Officer otherwise would receive and include in income. The Plan will pay such deducted amounts directly to pay qualified health insurance premiums.

(A) Direct payment. The Plan will pay directly to the provider of the accident or health insurance plan or qualified long-term care insurance contract the amounts the Eligible Retired Public Safety Officer has elected to have deducted from the
distribution. Such amounts may not exceed the lesser of $3,000 or the amount the Participant paid for such taxable year for qualified health insurance premiums, and which otherwise complies with Code §402(l).

(B) Definitions.

(1) Eligible retired public safety officer. An "Eligible Retired Public Safety Officer" is an individual who, by reason of disability or attainment of Normal Retirement Age, is separated from service as a Public Safety Officer with the Employer.

(2) Public safety officer. A "Public Safety Officer" has the same meaning as in Section 1204(9)(A) of the Omnibus Crime Control and Safe Streets Act of 1968 (42 U.S.C.
3796b(9)(A)).

(3) Qualified health insurance premiums. The term
"qualified health insurance premiums" means premiums for coverage for the Eligible Retired Public Safety Officer, his or her spouse, and dependents, by an accident or health insurance plan or qualified long-term care insurance contract (as defined in Code §7702B(b)).

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ARTICLE V

PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

5.01 TERM/VACANCY. The Plan Administrator will
serve until his or her successor is appointed. In case of a vacancy in the position of the Plan Administrator, the Employer will exercise any and all of the powers, authority, duties and discretion conferred upon the Plan Administrator pending the filling of the vacancy.

5.02 POWERS AND DUTIES. The Plan Administrator
will have the following powers and duties:

(a) To select a committee to assist the Plan Administrator;

(b) To select a secretary for the committee, who need not be a member of the committee;

(c) To determine the rights of eligibility of an Employee to participate in the Plan and the value of a Participant's Account;

(d) To adopt rules and procedures and to create
administrative forms necessary for the proper and efficient administration of the Plan provided the rules, procedures and forms are not inconsistent with the terms of the Plan;

(e) To construe and enforce the terms of the Plan and the rules and regulations the Plan Administrator adopts, including interpretation of the Plan documents and documents related to the Plan's operation;

(f) To direct the distribution of a Participant's Account;

(g) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan;

(h) To furnish the Employer with information which the
Employer may require for tax or other purposes;

(i) To establish a policy in making distributions for
unforeseeable emergencies;

(j) To establish under a Governmental Eligible 457 Plan, policies regarding the receipt of Rollover Contributions and default rollover distributions;

(k) To establish a policy regarding the making and the
receipt of Transfers;

(l) To establish a policy regarding Participant or
Beneficiary direction of investment;

(m) To engage the services of any person to invest any
Account under this Plan and to direct such person to make payment to a Participant of his or her Vested Account;

(n) To establish under a Governmental Eligible 457 Plan, a policy (see Section 5.02(A)) which the Trustee must observe in making loans, if any, to Participants and Beneficiaries;

(o) To undertake correction of any Plan failures as
necessary to preserve eligible Plan status; and

(p) To undertake any other action the Plan Administrator deems reasonable or necessary to administer the Plan.

The Plan Administrator shall have total and complete
discretion to interpret and construe the Plan and to determine all questions arising in the administration, interpretation and application of the Plan. Any determination the Plan
Administrator makes under the Plan is final and binding upon any affected person.

(A) Loan Policy. In a Governmental Eligible 457 Plan, the Plan Administrator, in its sole discretion, may establish, amend or terminate from time to time, a nondiscriminatory policy which the Trustee must observe in making Plan loans, if any, to Participants and to Beneficiaries. If the Plan Administrator adopts a loan policy, the loan policy must be a written document and must include: (1) the identity of the person or positions authorized to administer the participant loan program; (2) the procedure for applying for a loan; (3) the criteria for approving or denying a loan; (4) the limitations, if any, on the types and amounts of loans available; (5) the procedure for determining a reasonable rate of interest; (6) the types of collateral which may secure the loan; and (7) the events constituting default and the steps the Plan will take to preserve Plan assets in the event of default. A loan policy the Plan Administrator adopts under this Section 5.02(A) is part of the Plan, except that the Plan Administrator may amend or terminate the policy without regard to Section 9.01.

(B) QDRO Policy. If the QDRO provisions of Section 4.06 apply, the Plan Administrator will establish QDRO procedures.

5.03 COMPENSATION. The Plan Administrator and the
members of the Committee will serve without compensation for services, but the Employer will pay all expenses of the Plan Administrator and Committee.

5.04 AUTHORIZED REPRESENTATIVE. The Plan
Administrator may authorize any one of the members of the Committee, if any, or the Committee's Secretary, to sign on the Plan Administrator's behalf any Plan notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents.

5.05 INDIVIDUAL ACCOUNTS/RECORDS. The Plan
Administrator will maintain a separate Account in the name of each Participant to reflect the value of the Participant's Deferred Compensation under the Plan. The Plan Administrator will maintain records of its activities.

5.06 VALUE OF PARTICIPANT'S ACCOUNT. The value
of each Participant's Account consists of his or her accumulated Deferred Compensation, as of the most recent Accounting Date or any later date as the Plan Administrator may determine.

5.07 ACCOUNT ADMINISTRATION, VALUATION
AND EXPENSES.

(A) Individual Accounts. The Plan Administrator, as
necessary for the proper administration of the Plan, will maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant's Account Balance under the Plan. The Plan Administrator will make its allocations of Employer
Contributions and of Earnings, or will request the Trustee to make such allocations, to the Accounts of the Participants as necessary to maintain proper Plan records and in accordance with the applicable: (i) Contribution Types; (ii) allocation conditions; (iii) investment account types; and (iv) Earnings allocation methods. The Plan Administrator may also maintain, or direct the Trustee to maintain, a separate temporary Account for Participant forfeitures which occur during a Plan Year, pending their accrual and allocation in accordance with the Plan terms, or for other special items as the Plan Administrator 525
Eligible 457 Plan

(1) By Contribution Type. The Plan Administrator, will
establish Plan Accounts for each Participant as necessary to reflect his or her Accounts attributable to the following Contribution Types and the Earnings attributable thereto: Pre- Tax Deferrals, Roth Deferrals, Matching Contributions,
Nonelective Contributions, Rollover Contributions (including Roth versus pre-tax amounts), and Transfers.

(2) By investment account type. The Plan Administrator
will establish separate Accounts for each Participant as necessary to reflect his or her investment account types as described below:

(a) Pooled Accounts. A Pooled Account is an
Account which for investment purposes is not a Segregated Account or a Participant-Directed Account. If any or all Plan investment Accounts are Pooled Accounts, each Participant's Account has an undivided interest in the assets comprising the Pooled Account. In a Pooled Account, the value of each
Participant's Account Balance consists of that proportion of the net worth (at fair market value) of the Trust Fund which the net credit balance in his or her Account (exclusive of the cash value of incidental benefit insurance contracts) bears to the total net credit balance in the Accounts of all Participants plus the cash surrender value of any insurance contracts held by the Trustee on the Participant's life. As of each Valuation Date, the Plan Administrator must reduce a Participant-Directed Account for any forfeiture arising from Section 5.07 after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding Earnings) for the valuation period.

(b) Participant-Directed Accounts. A Participant-
Directed Account is an Account that the Plan Administrator establishes and maintains or directs the Trustee to establish and maintain for a Participant to invest in one or more assets that are not pooled assets held by the Trust, such as assets in a brokerage account or other property in which other Participants do not have any interest. As the Plan Administrator determines, a Participant- Directed Account may provide for a limited number and type of investment options or funds, or may be open-ended and subject only to any limitations imposed by applicable law. A Participant may have one or more Participant-Directed Accounts in addition to Pooled or Segregated Accounts. A Participant-Directed Account is credited and charged with the Earnings. As of each Valuation Date, the Plan Administrator must reduce a
Participant-Directed Account for any forfeiture arising from Section 5.07 after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding Earnings) for the valuation period.

(c) Segregated Accounts. A Segregated Account is
an Account the Plan Administrator establishes and maintains or directs the Trustee to establish and maintain for a Participant: (i) to facilitate installment payments; (ii) to hold a QDRO amount; (iii) to prevent a distortion of Plan Earnings allocations; or (iv) for such other purposes as the Plan Administrator may direct. A Segregated Account receives all income it earns and bears all expense or loss it incurs. The Trustee will invest the assets of a Segregated Account consistent with the purpose for which the Plan Administrator or Trustee established the Account. As of each Valuation Date, the Plan Administrator must reduce a Segregated Account for any forfeiture arising after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding Earnings) for the Valuation Period. Notwithstanding anything in this Section to the contrary, transferred amounts are not required to be separately accounted for and may be combined with the
corresponding Account maintained in this Plan provided all rights, benefits and features and other attributes are identical with respect to each account, or are identical after the combination and such combination does not result in the impermissible elimination of any Code §411(d)(6) protected benefits.

(3) Amount of Account/distributions. The amount of a
Participant's Account, as determined by the Plan Administrator, is equal to the sum of all contributions, Earnings and other additions credited to the Account, less all distributions (including distributions to Beneficiaries and to alternate payees and also including disbursement of Plan loan proceeds), expenses and other charges against the Account as of a Valuation Date or other relevant date. For purposes of a distribution under the Plan, the amount of a Participant's Account Balance is determined based upon its value on the Valuation Date immediately preceding or coinciding with the date of the distribution. If any or all Plan investment Accounts are Participant-Directed Accounts, the directing Participant's Account Balance consists of the assets held within the Participant-Directed Account and the value of the Account is determined based upon the fair market value of such assets.

(4) Account statements. As soon as practicable after the Accounting Date of each Plan Year, the Plan Administrator will deliver to each Participant (and to each Beneficiary) a statement reflecting the amount of his or her Account Balance in the Trust as of the statement date or most recent Valuation Date. No Participant, except the Plan Administrator/Participant or Trustee/Participant, has the right to inspect the records reflecting the Account of any other Participant.

(B) Allocation of Earnings. This Section 5.07(B) applies solely to the allocation of Earnings of the Trust Fund. The Plan Administrator will allocate Employer Contributions and
Participant forfeitures, if any, in accordance with Article III.

Earnings means the net income, gain or loss earned by a particular Account, by the Trust, or with respect to a
contribution or to a distribution, as the context requires.

(1) Allocate as of Valuation Date. As of each Valuation Date, the Plan Administrator must adjust Accounts to reflect Earnings for the Valuation Period since the last Valuation Date.

(2) Definition of Valuation Date. A Valuation Date
under this Plan is each: (a) Accounting Date; (b) Valuation Date the Employer elects in the Adoption Agreement; or (c)
Valuation Date the Plan Administrator establishes. The
Employer in the Adoption Agreement or the Plan Administrator may elect alternative Valuation Dates for the different Contribution Types which the Plan Administrator maintains under the Plan.

(3) Definition of Valuation Period. The Valuation
Period is the period beginning on the day after the last Valuation Date and ending on the current Valuation Date.

(4) Allocation methods. The Plan Administrator will
allocate Earnings to the Participant Accounts in accordance with the daily valuation method, balance forward method, balance 526
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forward with adjustment method, weighted average method, Participant-Directed Account method, or other method the Employer elects under the Adoption Agreement. The Employer in the Adoption Agreement may elect alternative methods under which the Plan Administrator will allocate the Earnings to the Accounts reflecting different Contribution Types or investment Account types which the Plan Administrator maintains under the Plan. The Plan Administrator first will adjust the Participant Accounts, as those Accounts stood at the beginning of the current Valuation Period, by reducing the Accounts for any forfeitures, distributions, and loan disbursement payments arising under the Plan, for expenses charged during the Valuation Period to the Accounts (expenses directly related to a Participant's Account). The Plan Administrator then, subject to the restoration allocation requirements of the Plan, will allocate Earnings under the applicable valuation method.

(a) Daily valuation method. If the Employer in the
Adoption Agreement elects to apply the daily valuation method, the Plan Administrator will allocate Earnings on each day of the Plan Year for which Plan assets are valued on an established market and the Trustee is conducting business. Under the daily valuation method, all assets subject to such method are subject to daily valuation. The assets may be held in Participant- Directed Accounts or in Accounts which are subject to Trustee or other fiduciary investment direction.

(b) Balance forward method. If the Employer in the
Adoption Agreement elects to apply the balance forward
method, the Plan Administrator will allocate Earnings pro rata to the adjusted Participant Accounts, since the last Valuation Date.

(c) Balance forward with adjustment method. If
the Employer in the Adoption Agreement elects to apply the balance forward with adjustment method, the Plan Administrator will allocate pursuant to the balance forward method, except it will treat as part of the relevant Account at the beginning of the Valuation Period the percentage of the contributions made as the Employer elects in the Adoption Agreement, during the
Valuation Period the Employer elects in the Adoption
Agreement.

(d) Weighted average method. If the Employer in
the Adoption Agreement elects to apply a weighted average allocation method, the Plan Administrator will allocate pursuant to the balance forward method, except it will treat a weighted portion of the applicable contributions as if includible in the Participant's Account as of the beginning of the Valuation Period. The weighted portion is a fraction, the numerator of which is the number of months in the Valuation Period,
excluding each month in the Valuation Period which begins prior to the contribution date of the applicable contributions, and the denominator of which is the number of months in the Valuation Period. The Employer in the Adoption Agreement may elect to substitute a weighting period other than months for purposes of this weighted average allocation.

(e) Participant-Directed Account method. The
Employer in the Adoption Agreement must elect to apply the Participant-Directed Account method to any Participant- Directed Account under the Plan. Under the Participant-Directed Account method: (i) each Participant-Directed Account is credited and charged with the Earnings such Account generates; (ii) the Employer's election, if any, in the Adoption Agreement of another method for the allocation of Earnings will not apply to any Participant-Directed Account; and (iii) the Participant- Directed Account may be valued as often as daily, but will be valued at least annually, and all assets in the Account are not necessarily valued on the same frequency. An Account which is subject to the Participant-Directed Account method includes an individual brokerage account or similar account in title to the Trustee for the benefit of the Participant.

(C) Allocation of Net Income, Gain or Loss (No Trust). In a Tax-Exempt Eligible 457 Plan that does not maintain a trust the Plan Administrator will allocate net income, gain or loss in accordance with this provision. As of each Accounting Date (and each other valuation date determined under the Adoption Agreement), the Plan Administrator will adjust Accounts to reflect net income, gain or loss, if any, since the last Accounting Date or Account valuation. The Employer in the Adoption Agreement will elect the method for allocating net income gain or loss. The Plan Administrator will continue to allocate net income, gain and loss to a Participant's Account subject to an installment distribution, until the Account is fully distributed.

5.08 ACCOUNT CHARGED. The Plan Administrator will
charge all distributions made to a Participant or to his or her Beneficiary, or transferred under Section 9.03 from his or her Account, against the Account of the Participant when made.

5.09 OWNERSHIP OF FUND/TAX-EXEMPT
ORGANIZATION. If the Employer is a Tax-Exempt
Organization, the Plan is an unfunded plan and all Deferred Compensation, property and rights to property purchased by Deferred Compensation and all income attributable thereto remain, until paid or made available under the Plan, the sole property and rights of the Employer, subject only to the claims of the Employer's general creditors. No Participant or
Beneficiary will have any vested interest or secured or preferred position with respect to an Account or have any claim against the Employer except as a general creditor. No Participant or Beneficiary shall have any right to sell, assign, transfer or otherwise convey his or her Account or any interest in his or her Deferred Compensation. The Employer or the Plan
Administrator, acting as the Employer's agent, may enter into a trust agreement solely for the purpose of investing all or part of the Accounts, which will be subject to the claims of the Employer's general creditors, and in which the Participants or Beneficiaries will not have a vested interest nor a secured or preferred position or have any claim except as the Employer's general creditor. The Employer may not purchase life insurance contracts under this Plan unless the Employer retains all incidents of ownership in such contracts, the Employer is the sole beneficiary of such contracts and the Employer is not under any obligation to transfer the contracts or pass through the proceeds to any Participant or to his or her Beneficiary. The Employer may adopt and attach to the Plan as "Appendix A," the Internal Revenue Service Model Rabbi Trust under Rev.

Proc. 92-64 (as amended) to hold the assets of a Tax-Exempt Organization Eligible 457 Plan. If the Employer adopts the Model Rabbi Trust, the Plan incorporates by reference the provisions of the Model Rabbi Trust as if fully set forth herein.

5.10 PARTICIPANT DIRECTION OF INVESTMENT.

Subject to the terms of the Plan Administrator's adopted policy, if any, and also to written consent of the Trustee, if the Plan has a Trust, a Participant will have the right to direct the investment or re-investment of the assets comprising the Participant's Account. The Plan Administrator will account separately for the Participant-Directed Accounts. The Participant's right to direct investment does not give the Participant any vested interest or secured or preferred position with respect to assets over which he/she has investment responsibility.

5.11 VESTING/SUBSTANTIAL RISK OF
FORFEITURE. The Employer in the Adoption Agreement may
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elect to apply a vesting schedule or to specify any other Substantial Risk of Forfeiture applicable to any or all Deferral Contributions.

(A) Forfeiture Allocation. The Employer in the Adoption Agreement must elect the method the Plan Administrator will use to allocate any Participant forfeitures, including those related to lost Participants under Section 5.14. However, if a forfeiture allocation method is not selected in the adoption agreement, forfeitures are allocated as an Employer
Contribution. The Plan Administrator will allocate a forfeiture in the Plan Year in which the forfeiture occurs or in the next following Plan Year.

5.12 PRESERVATION OF ELIGIBLE PLAN STATUS.

The Plan Administrator may elect to sever from this Plan and to treat as a separate 457 plan, the Accounts of any Participants who have Excess Deferrals that the Plan Administrator has not corrected in accordance with Section 3.10 or in the case of any other Code §457(b) failure that the Employer may not otherwise correct, and which failure would result in the Plan ceasing to be an Eligible 457 Plan. In such event, the Plan Administrator will take any necessary or appropriate action consistent with the Employer's maintenance of separate 457 plans and with
preservation of Eligible 457 Plan status of this Plan.

5.13 LIMITED LIABILITY. The Employer will not be
liable to pay plan benefits to a Participant in excess of the value of the Participant's Account as the Plan Administrator
determines in accordance with the Plan terms. Neither the Employer nor the Plan Administrator will be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan.

5.14 LOST PARTICIPANTS. If the Plan Administrator is
unable to locate any Participant or Beneficiary whose Account becomes distributable (a "lost Participant"), the Plan
Administrator will apply the provisions of this Section 5.14.

(A) Attempt to Locate. The Plan Administrator will attempt to locate a lost Participant and may use one or more of the following methods: (1) provide a distribution notice to the lost Participant at his or her last known address by certified or registered mail; (2) use a commercial locator service, the internet or other general search method; (3) use the Social Security Administration or PBGC search program; or (4) use such other methods as the Plan Administrator believes prudent.

(B) Failure to Locate. If a lost Participant remains unlocated for 6 months following the date the Plan Administrator first attempts to locate the lost Participant using one or more of the methods described in Section 5.14(A), the Plan Administrator may forfeit the lost Participant's Account. If the Plan Administrator forfeits the lost Participant's Account, the forfeiture occurs at the end of the above-described 6-month period and the Plan Administrator will allocate the forfeiture in accordance with Section 5.11. The Plan Administrator under this Section 5.14(B) will forfeit the entire Account of the lost Participant, including Salary Reduction Contributions.

If a lost Participant whose Account was forfeited thereafter at any time but before the Plan has been terminated makes a claim for his or her forfeited Account, the Plan Administrator will restore the forfeited Account to the same dollar amount as the amount forfeited, unadjusted for net income, gains or losses occurring subsequent to the forfeiture. The Plan Administrator will make the restoration in the Plan Year in which the lost Participant makes the claim, first from the amount, if any, of Participant forfeitures the Plan Administrator otherwise would allocate for the Plan Year, then from the amount, if any, of Trust net income or gain for the Plan Year and last from the amount or additional amount the Employer contributes to the Plan for the Plan Year. The Plan Administrator will distribute the restored Account to the lost Participant not later than 60 days after the close of the Plan Year in which the Plan Administrator restores the forfeited Account.

(C) Nonexclusivity and Uniformity. The provisions of this Section 5.14 are intended to provide permissible but not exclusive means for the Plan Administrator to administer the Accounts of lost Participants. The Plan Administrator may utilize any other reasonable method to locate lost Participants and to administer the Accounts of lost Participants, including the default rollover under Section 4.07(C) and such other methods as the Revenue Service or the U.S. Department of Labor
("DOL") may in the future specify. The Plan Administrator will apply Section 5.14 in a reasonable manner, but may in
determining a specific course of action as to a particular Account, reasonably take into account differing circumstances such as the amount of a lost Participant's Account, the expense in attempting to locate a lost Participant, the Plan
Administrator's ability to establish and the expense of establishing a rollover IRA, and other factors. The Plan Administrator may charge to the Account of a lost Participant the reasonable expenses incurred under this Section 5.14 and which are associated with the lost Participant's Account.

5.15 PLAN CORRECTION. The Plan Administrator, in
conjunction with the Employer and Trustee as appropriate, may undertake such correction of Plan errors as the Plan
Administrator deems necessary, including but not limited to correction to maintain the Plan's status as an Eligible 457 Plan.

The Plan Administrator under this Section 5.15 also may undertake Plan correction in accordance with any correction program that the Internal Revenue Service makes applicable to 457 plans.

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Eligible 457 Plan

ARTICLE VI

PARTICIPANT ADMINISTRATIVE PROVISIONS

6.01 BENEFICIARY DESIGNATION. A Participant from
time to time may designate, in writing, any person(s) (including a trust or other entity), contingently or successively, to whom the Plan Administrator or Trustee will pay the Participant's Account (including any life insurance proceeds payable to the Participant's Account) in the event of death. A Participant also may designate the method of payment of his or her Account.

The Plan Administrator will prescribe the form for the
Participant's written designation of Beneficiary and, upon the Participant's filing the form with the Plan Administrator, the form revokes all designations filed prior to that date by the same Participant. A divorce decree, or a decree of legal separation, revokes the Participant's designation, if any, of his or her spouse as his or her Beneficiary under the Plan unless the decree or a QDRO provides otherwise. The foregoing revocation provision (if applicable) applies only with respect to a Participant whose divorce becomes effective on or following the date the
Employer executes the Adoption Agreement, unless the
Employer in the Adoption Agreement specifies a different effective date.

6.02 NO BENEFICIARY DESIGNATION. If a Participant
fails to name a Beneficiary in accordance with Section 6.01, or if the Beneficiary named by a Participant predeceases the Participant, then the Plan Administrator will pay the
Participant's remaining Account in accordance with Article IV in the following order of priority, to:

(a) The Participant's surviving spouse; or

(b) The Participant's children (including adopted
children), in equal shares by right of representation (one share for each surviving child and one share for each child who predeceases the Participant with living descendants); and if none to

(d) The Participant's estate.

If the Beneficiary survives the Participant, but dies prior to distribution of the Participant's entire Account, the Trustee will pay the remaining Account to the Beneficiary's estate unless: (1) the Participant's Beneficiary designation provides otherwise; or (2) the Beneficiary has properly designated a beneficiary. A Beneficiary only may designate a beneficiary for the
Participant's Account Balance remaining at the Beneficiary's death, if the Participant has not previously designated a successive contingent beneficiary and the Beneficiary's designation otherwise complies with the Plan terms. The Plan Administrator will direct a Trustee if applicable as to the method and to whom the Trustee will make payment under this Section

6.02. 6.03 SALARY REDUCTION AGREEMENT.

(A) General. A Participant must elect to make Salary
Reduction Contributions on a Salary Reduction Agreement form the Plan Administrator provides for this purpose. The Salary Reduction Agreement must be consistent with the Employer's Adoption Agreement elections and the Plan Administrator in a Salary Reduction Agreement may impose such other terms and limitations as the Plan Administrator may determine.

(B) Election Timing. A Participant's Salary Reduction
Agreement may not take effect earlier than the first day of the calendar month following the date the Participant executes the Salary Reduction Agreement and as to Compensation paid or made available in such calendar month. However, if an
Employee is eligible to become a Participant during the Employee's calendar month of hire, the Employee may execute a Salary Reduction Agreement on or before the date he/she becomes an Employee, effective for the month in which he/she becomes an Employee.

(C) Sick, Vacation and Back Pay. If the Employer in the Adoption Agreement permits Participants to make Salary
Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay, a Participant who will incur a Severance from Employment may execute a Salary Reduction Agreement before such amounts are paid or made available provided: (i) such amounts are paid or made available before the Participant incurs the Severance; and (ii) the Participant is an Employee in that month.

(D) Modification of Salary Reduction Agreement. A
Participant's Salary Reduction Agreement remains in effect until a Participant modifies it or ceases to be eligible to participate in the Plan. A Participant may modify his or her Salary Reduction Agreement by executing a new Salary Reduction Agreement.

Any modification will become effective no earlier than the beginning of the calendar month commencing after the date the Participant executes the new Salary Reduction Agreement.

Filing a new Salary Reduction Agreement will revoke all Salary Reduction Agreements filed prior to that date. The Employer or Plan Administrator may restrict the Participant's right to modify his or her Salary Reduction Agreement in any Taxable Year.

6.04 PERSONAL DATA TO PLAN ADMINISTRATOR.

Each Participant and each Beneficiary of a deceased Participant must furnish to the Plan Administrator such evidence, data or information as the Plan Administrator considers necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Plan Administrator, provided the Plan Administrator advises each Participant of the effect of his or her failure to comply with its request.

6.05 ADDRESS FOR NOTIFICATION. Each Participant
and each Beneficiary of a deceased Participant must file with the Plan Administrator from time to time, in writing, his or her address and any change of address. Any communication,
statement or notice addressed to a Participant, or Beneficiary, at his or her last address filed with the Plan Administrator, or as shown on the records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan.

6.06 PARTICIPANT OR BENEFICIARY
INCAPACITATED. If, in the opinion of the Plan Administrator or of the Trustee, a Participant or Beneficiary entitled to a Plan distribution is not able to care for his or her affairs because of a mental condition, a physical condition, or by reason of age, the Plan Administrator or at the direction of the Plan Administrator, the Trustee, may make the distribution to the Participant's or Beneficiary's guardian, conservator, trustee, custodian (including under a Uniform Transfers or Gifts to Minors Act) or to his or her attorney-in-fact or to other legal representative upon furnishing evidence of such status satisfactory to the Plan Administrator and to the Trustee. The Plan Administrator and the Trustee do not have any liability with respect to payments so made and neither the Plan Administrator nor the Trustee has any duty to make inquiry as to the competence of any person entitled to receive payments under the Plan.
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Eligible 457 Plan

ARTICLE VII

MISCELLANEOUS

7.01 NO ASSIGNMENT OR ALIENATION. A Participant
or Beneficiary does not have the right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments under the Plan or Trust and the Plan Administrator and the Trustee will not recognize any such anticipation, assignment, or alienation. The payments and the rights under this Plan are nonassignable and nontransferable.

Furthermore, a Participant's or Beneficiary's interest in the Trust is not subject to attachment, garnishment, levy, execution or other legal or equitable process.

7.02 EFFECT ON OTHER PLANS. This Plan does not
affect benefits under any other retirement, pension, or benefit plan or system established for the benefit of the Employer's Employees, and participation under this Plan does not affect benefits receivable under any such plan or system, except to the extent provided in such plan or system.

7.03 WORD USAGE. Words used in the masculine will
apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural will be read as the singular and the singular as the plural.

7.04 STATE LAW. The laws of the state of the Employer's principal place of business will determine all questions arising with respect to the provisions of this Plan, except to the extent Federal law supersedes State law.

7.05 EMPLOYMENT NOT GUARANTEED. Nothing
contained in this Plan, or any modification or amendment to the Plan, or in the creation of any Account, or the payment of any benefit, gives any Employee, Participant or Beneficiary any right to continue employment, any legal or equitable right against the Employer, the Plan Administrator, the Trustee, any other Employee of the Employer, or any agents thereof except as expressly provided by the Plan.

7.06 NOTICE, DESIGNATION, ELECTION, CONSENT
AND WAIVER. All notices under the Plan and all Participant or Beneficiary designations, elections, consents or waivers must be in writing and made in a form the Plan Administrator specifies or otherwise approves. To the extent permitted by Treasury regulations or other applicable guidance, any Plan notice, election, consent or waiver may be transmitted electronically.

Any person entitled to notice under the Plan may waive the notice or shorten the notice period except as otherwise required by the Code.
530
Eligible 457 Plan

ARTICLE VIII
TRUST PROVISIONS—GOVERNMENTAL ELIGIBLE 457 PLAN

8.01 GOVERNMENTAL ELIGIBLE 457 PLAN. The
provisions of this Article VIII apply to a Governmental Eligible 457 Plan and do not apply to a Tax-Exempt Organization
Eligible 457 Plan. The Employer in the Adoption Agreement may elect to substitute another trust (attached to this Plan as "Appendix A") or to modify any provision of Article VIII, consistent with Code §457(g) and applicable Treasury
regulations.

8.02 ACCEPTANCE/HOLDING. The Trustee accepts the
Trust created under the Plan and agrees to perform the duties and obligations imposed. The Trustee must hold in trust under this Article VIII, all Deferred Compensation until paid in accordance with the Plan terms.

8.03 RECEIPT OF CONTRIBUTIONS. The Trustee is
accountable to the Employer for the funds contributed to it by the Employer or the Plan Administrator, but the Trustee does not have any duty to see that the contributions received comply with the provisions of the Plan.

8.04 FULL INVESTMENT POWERS. The Trustee has full
discretion and authority with regard to the investment of the Trust, except with respect to a Trust asset under Participant direction of investment, in accordance with Section 8.12. The Trustee is authorized and empowered, but not by way of
limitation, to exercise and perform the following powers, rights and duties:

(a) To invest any part or all of the Trust in any common or preferred stocks, open-end or closed-end mutual funds, put and call options traded on a national exchange, United States retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper, U. S. Treasury bills, U. S.

Treasury notes and other direct or indirect obligations of the United States Government or its agencies, improved or
unimproved real estate situated in the United States, limited partnerships, insurance contracts of any type, mortgages, notes or other property of any kind, real or personal, and to buy or sell options on common stock on a nationally recognized options exchange with or without holding the underlying common stock, as a prudent person would do under like circumstances. Any investment made or retained by the Trustee in good faith will be proper but must be of a kind constituting a diversification considered by law suitable for trust investments;

(b) To retain in cash so much of the Trust as it may deem advisable to satisfy liquidity needs of the Plan and to deposit any cash held in the Trust in a bank account at reasonable interest;

(c) To invest, if the Trustee is a bank or similar financial institution supervised by the United States or by a State, in any type of deposit of the Trustee (or a bank related to the Trustee within the meaning of Code §414(b)) at a reasonable rate of interest or in a common trust fund as described in Code §584, or in a collective investment fund, the provisions of which the Trust incorporates by this reference, which the Trustee (or its affiliate, as defined in Code §1504) maintains exclusively for the collective investment of money contributed by the bank (or its affiliate) in its capacity as Trustee and which conforms to the rules of the Comptroller of the Currency;

(d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer, abandon, improve, repair, insure, lease for any term even though commencing in the future or extending beyond the term of the Trust, and otherwise deal with all property, real or personal, in such manner, for such considerations and on such terms and conditions as the Trustee decides;

(e) To credit and distribute the Trust as directed by the Plan Administrator of the Plan. The Trustee will not be obliged to inquire as to whether any payee or distributee is entitled to any payment or whether the distribution is proper or within the terms of the Plan, or as to the manner of making any payment or distribution. The Trustee will be accountable only to the Plan Administrator for any payment or distribution made by it in good faith on the order or direction of the Plan Administrator;

(f) To borrow money, to assume indebtedness, extend
mortgages and encumber by mortgage or pledge;

(g) To compromise, contest, arbitrate or abandon claims and demands, in the Trustee's discretion;

(h) To have with respect to the Trust all of the rights of an individual owner, including the power to exercise any and all voting rights associated with Trust assets, to give proxies, to participate in any voting trusts, mergers, consolidations or liquidations, to tender shares and to exercise or sell stock subscriptions or conversion rights;

(i) To lease for oil, gas and other mineral purposes and to create mineral severances by grant or reservation; to pool or unitize interest in oil, gas and other minerals; and to enter into operating agreements and to execute division and transfer orders;

(j) To hold any securities or other property in the name of the Trustee or its nominee, with depositories or agent
depositories or in another form as it may deem best, with or without disclosing the trust relationship;

(k) To perform any and all other acts in its judgment
necessary or appropriate for the proper and advantageous management, investment and distribution of the Trust;

(l) To retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes a final adjudication;

(m) To file all tax returns required of the Trustee;

(n) To furnish to the Employer and the Plan Administrator an annual statement of account showing the condition of the Trust and all investments, receipts, disbursements and other transactions effected by the Trustee during the Plan Year covered by the statement and also stating the assets of the Trust held at the end of the Plan Year, which accounts will be conclusive on all persons, including the Employer and the Plan Administrator, except as to any act or transaction concerning which the Employer or the Plan Administrator files with the Trustee written exceptions or objections within 90 days after the receipt of the accounts; and

(o) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust, except that the Trustee will not be obliged or required to do so unless indemnified to its satisfaction.

(A) Nondiscretionary Trustee. The Employer in the Adoption Agreement may elect to appoint a Nondiscretionary Trustee, subject to this Section 8.04(A). The Nondiscretionary Trustee does not have any discretion or authority with regard to the 531
Eligible 457 Plan

© 2020 25
investment of the Trust, but must act solely as a directed Trustee hereunder. The Nondiscretionary Trustee is authorized and empowered to exercise and perform the above Section 8.04 powers, rights and duties provided that the Trustee shall act solely as a directed Trustee and only in accordance with the written direction of the Employer, the Plan Administrator or of a Participant as applicable. The Nondiscretionary Trustee is not liable for making, retaining or disposing of any investment or for taking or failing to take any other action, in accordance with proper Employer, Plan Administrator or Participant direction.

8.05 RECORDS AND STATEMENTS. The records of the
Trustee pertaining to the Trust will be open to the inspection of the Plan Administrator and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer or Plan Administrator may specify in writing.

The Trustee will furnish the Plan Administrator whatever information relating to the Trust the Plan Administrator considers necessary.

8.06 FEES AND EXPENSES FROM FUND. The Trustee
will receive reasonable annual compensation in accordance with its fee schedule as published from time to time. The Trustee will pay from the Trust all fees and expenses the Trustee reasonably incurs in its administration of the Trust, unless the Employer pays the fees and expenses.

8.07 PROFESSIONAL AGENTS. The Trustee may
employ and pay from the Trust reasonable compensation to agents, attorneys, accountants and other persons to advise the Trustee as in its opinion may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected by it any non-Trustee power or duty vested in it by the Trust, and the Trustee may act or refrain from acting on the advice or opinion of any agent, attorney, accountant or other person so selected.

8.08 DISTRIBUTION OF CASH OR PROPERTY. The
Trustee may make distribution under the Plan in cash or property, or partly in each, at its fair market value as determined by the Trustee.

8.09 RESIGNATION AND REMOVAL. The Trustee or
the Custodian may resign its position by giving written notice to the Employer and to the Plan Administrator. The Trustee's notice must specify the effective date of the Trustee's resignation, which date must be at least 30 days following the date of the Trustee's notice, unless the Employer consents in writing to shorter notice.

The Employer may remove a Trustee or a Custodian by
giving written notice to the affected party. The Employer's notice must specify the effective date of removal which date must be at least 30 days following the date of the Employer's notice, except where the Employer reasonably determines a shorter notice period or immediate removal is necessary to protect Plan assets.

8.10 SUCCESSOR TRUSTEE.

(A) Appointment. In the event of the resignation or the removal of a Trustee, where no other Trustee continues to service, the Employer must appoint a successor Trustee if it intends to continue the Plan. If two or more persons hold the position of Trustee, in the event of the removal of one such person, during any period the selection of a replacement is pending, or during any period such person is unable to serve for any reason, the remaining person or persons will act as the Trustee. If the Employer fails to appoint a successor Trustee as of the effective date of the Trustee resignation or removal and no other Trustee remains, the Trustee will treat the Employer as having appointed itself as Trustee and as having filed the Employer's acceptance of appointment as successor Trustee with the former Trustee.

(B) Automatic Successor. Any corporation which succeeds to the trust business of the Trustee, or results from any merger or consolidation to which the Trustee is a party, or is the transferee of substantially all the Trustee's assets, will be the successor to the Trustee under this Trust. The successor Trustee will possess all rights, duties and powers under this Trust as if the successor Trustee were the original Trustee. Neither the Trustee nor the successor Trustee need provide notice to any interested person of any transaction resulting in a successor Trustee. The successor Trustee need not file or execute any additional instrument or perform any additional act to become successor Trustee.

8.11 VALUATION OF TRUST. The Trustee will value the
Trust as of each Accounting Date to determine the fair market value of the Trust assets. The Trustee will value the Trust on such other date(s) the Plan Administrator may direct.

8.12 PARTICIPANT DIRECTION OF INVESTMENT.

Consistent with the Plan Administrator's policy adopted under Section 5.02(l), the Trustee may consent in writing to permit Participants in the Plan to direct the investment to the Trust assets. The Plan Administrator will advise the Trustee of the portion of the Trust credited to each Participant's Account under the Plan, and subject to such Participant direction. As a condition of Participant direction, the Trustee may impose such conditions, limitations and other provisions as the Trustee may deem appropriate and as are consistent with the Plan
Administrator's policy. The Trustee will report to the Plan Administrator the net income, gain or losses incurred by each Participant-Directed Account separately from the net income, gain or losses incurred by the general Trust during the Trust Year.

8.13 THIRD PARTY RELIANCE. No person dealing with
the Trustee will be obliged to see to the proper application of any money paid or property delivered to the Trustee, or to inquire whether the Trustee has acted pursuant to any of the terms of the Trust. Each person dealing with the Trustee may act upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly authorized agent, and will not be liable to any person whomsoever in so doing. The certificate of the Trustee that it is acting in accordance with the Trust will be conclusive in favor of any person relying on the certificate.

8.14 INVALIDITY OF ANY TRUST PROVISION. If any
clause or provision of this Article VIII proves to be or is adjudged to be invalid or void for any reason, such void or invalid clause or provision will not affect any of the other provisions of this Article VIII and the balance of the Trust provisions will remain operative.

8.15 EXCLUSIVE BENEFIT. The Trustee will hold all the
assets of the Trust for the exclusive benefit of the Participants and their Beneficiaries and neither the Employer nor the Trustee will use or divert any part of the corpus or income of the Trust for purposes other than the exclusive benefit of the Participants and Beneficiaries of the Plan. The Employer will not have any right to the assets held by the Trustee and the Trust assets will not be subject to the claims of the Employer's creditors or, except as provided in Section 4.06, of the creditors of any Participant or Beneficiary. No Participant or Beneficiary shall have any right to sell, assign, transfer or otherwise convey his or her Account or any interest in his or her Deferred
Compensation. Notwithstanding the foregoing, the Plan
Administrator may pay from a Participant's or Beneficiary's Account the amount the Plan Administrator finds is lawfully 532
Eligible 457 Plan

© 2020 26
demanded under a levy issued by the Internal Revenue Service with respect to that Participant or Beneficiary or is sought to be collected by the United States Government under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary. The Trust created under the Employer's Plan is irrevocable and its assets will not inure to the benefit of the Employer.

8.16 SUBSTITUTION OF CUSTODIAL ACCOUNT OR
ANNUITY CONTRACT. The Employer in the Adoption
Agreement may elect to use one or more custodial accounts or annuity contracts in lieu of or in addition to the Trust established in this Article VIII. Any such custodial account or annuity contract must satisfy the requirements of Code §457(g)(3) and applicable Treasury regulations.

8.17 GROUP TRUST AUTHORITY. Notwithstanding any
contrary provision in this Plan, the Trustee may, unless restricted in writing by the Plan Administrator, transfer assets of the Plan to a group trust that is operated or maintained exclusively for the commingling and collective investment of monies provided that the funds in the group trust consist exclusively of trust assets held under plans qualified under Code §401(a), individual retirement accounts that are exempt under Code §408(e), and eligible governmental plans that meets the requirements of Code §457(b). For this purpose, a trust includes a custodial account that is treated as a trust under Code §401(f) or under Code §457(g)(3). For purposes of valuation, the value of the interest maintained by the Plan in such group trust shall be the fair market value of the portion of the group trust held for Plan, determined in accordance with generally recognized valuation procedures.
533
Eligible 457 Plan

ARTICLE IX

AMENDMENT, TERMINATION, TRANSFERS

9.01 AMENDMENT BY EMPLOYER/SPONSOR. The
Employer has the right at any time and from time to time:

(a) To amend this Plan and Trust Agreement and the
Adoption Agreement in any manner it deems necessary or
advisable in order to continue the status of this Plan as an Eligible 457 Plan; and

(b) To amend this Plan and Trust Agreement and the
Adoption Agreement in any other manner, including deletion, substitution or modification of any Plan, Trust or Adoption Agreement provision.

The Employer must make all amendments in writing. The
Employer may amend the Plan by an Adoption Agreement
election, by addenda, by separate amendment, or by restatement of the Adoption Agreement or Plan. Each amendment must state the date to which it is either retroactively or prospectively effective. The Employer also may not make any amendment that affects the rights, duties or responsibilities of the Trustee or the Plan Administrator without the written consent of the affected Trustee or the Plan Administrator.

9.02 TERMINATION/FREEZING OF PLAN. The
Employer has the right, at any time, to terminate this Plan or to cease (freeze) further Deferral Contributions to the Plan. Upon termination or freezing of the Plan, the provisions of the Plan (other than provisions permitting continued Deferral
Contributions) remain operative until distribution of all Accounts. Upon Plan termination, the Plan Administrator or Trustee shall distribute to Participants and Beneficiaries all Deferred Compensation as soon as is reasonably practicable following termination.

9.03 TRANSFERS. The Employer may enter into a
Transfer agreement with another employer under which this Plan: (a) may accept a Transfer of a Participant's Account in the other employer's Eligible 457 Plan; or (b) may Transfer a Participant's (or Beneficiary's) Account in this Plan to the other employer's Eligible 457 Plan. The plan sponsors of the plans involved in the Transfer both must be States or both must be Tax-Exempt Organizations and the plans must provide for Transfers. The Participant or Beneficiary, after the Transfer will have Deferred Compensation in the recipient plan at least equal to his or her Deferred Compensation in the transferring plan immediately before the Transfer. Any Transfer also must comply with applicable Treasury regulations, and in particular Treas. Reg. §§1.457-10(b)(2) as to post-severance transfers between Governmental Eligible 457 Plans; 1.457-10(b)(3) as to transfers of all assets between Governmental Eligible 457 Plans;

1.457-10(b)(4) as to transfers between Governmental Eligible 457 Plans of the same Employer; and 1.457-10(b)(5) as to post- severance transfers between Tax-Exempt Organization Eligible 457 Plans. The Plan Administrator will credit any Transfer accepted under this Section 9.03 to the Participant's Account and will treat the transferred amount as a Deferral Contribution for all purposes of this Plan except the Plan Administrator, will not treat such Transfer as a Deferral Contribution subject to the limitations of Article III. In addition, in the case of a Transfer between Tax-Exempt Organization Eligible Plans, the recipient plans shall apply a Participant's distribution elections made under the transferor plan in accordance with Treas. Reg. §1.457- 10(b)(6)(ii). The Plan's Transfer of any Participant's or Beneficiary's Account under this Section 9.03 completely discharges the Employer, the Plan Administrator, the Trustee and the Plan from any liability to the Participant or Beneficiary for any Plan benefits.

9.04 PURCHASE OF PERMISSIVE SERVICE CREDIT.

A Participant in a Governmental Eligible 457 Plan, prior to otherwise incurring a distributable event under Article IV, may direct the Trustee to transfer all or a portion of his or her Account to a governmental defined benefit plan (under Code §414(d)) for: (a) the purchase of permissive service credit (under Code §415(n)(3)(A)) under such plan, or (b) the repayment of contributions and earnings previously refunded with respect to a forfeiture of service credited under the plan (or under another governmental plan within the same State) to which Code §415 does not apply by reason of Code §415(k)(3).
534

AGENDA STAFF REPORT

City Council Meeting

CITY COUNCIL BUSINESS

Agenda Item No. 13.1
September 27, 2023
Business Incentive Loan Program Policy Revisions
Prepared By:

Alexander Fung, Economic Development Manager
Recommended Action(s)
Staﬀ recommends that the City Council review and adopt the revised Business Incen!ve Loan Program Policy.

Summary
The City of Eastvale currently administers and manages a Business Incen!ve Loan Program to support economic development and business a(rac!on ac!vi!es in Eastvale. The Program was oﬃcially approved by the City Council on September 25, 2019 to promote Eastvale as an excellent loca!on for quality businesses, promote business expansion opportuni!es, and enhance local economic growth.

Since the Program’s incep!on, the City has awarded a $75,000 loan to Jinya Ramen Bar on March 10, 2021 and a $100,000 loan to Bushﬁre Kitchen on April 27, 2022. According to the executed loan agreements, loan amounts are generally forgivable a7er a speciﬁed amount of !me if the business adheres to the Program’s repor!ng requirements and remains opera!onal in Eastvale throughout the duration of that period.

Given that approximately four years have passed since the adop!on of the original Business Incen!ve Loan Program’s Policy, the Economic Development Team recently collaborated with the City Manager, the City A(orney, and the City Treasurer/Finance Director to revise and update the 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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Policy to ensure that the Program best serves the needs of Eastvale’s businesses. Staﬀ desires to present the City Council with the revised Business Incen!ve Loan Program Policy for considera!on for adoption.

Background
Proposed revisions to the Business Incen!ve Loan Program Policy include changes to the business eligibility criteria, loan forgiveness period, ﬁnancial repor!ng requirements, eligible loan expenses, required application documents, application rating system, and loan approval process.

Business Eligibility Criteria
The exis!ng Policy allows proposed sales tax genera!ng ﬁne-dining restaurants and premium casual restaurants that are new to Eastvale or exis!ng sales tax genera!ng ﬁne-dining restaurants and premium casual restaurants in Eastvale desiring to expand their gross ﬂoor area (square footage) by 50% or more to submit applications.

The revised Policy provides addi!onal speciﬁca!ons, including revising eligible businesses’ descrip!ons to “high-end or upscale restaurant or premium casual restaurant providing high-quality food, formal and elevated atmospheres, and wine lists.” Examples of eligible restaurants include, but are not limited to, Fleming’s Prime Steakhouse, McCormick and Schmick’s, The Water Grill, Jinya Ramen Bar, and Bushﬁre Kitchen. Eligible restaurants should also include sit-down services and serve customers with cloth napkins and metal utensils.

The City retains the authority to determine, in its sole discre!on, whether a business would ﬁt the description of a high-end or upscale restaurant or premium casual restaurant.

Loan Forgiveness Period and Financial Reporting Requirements The exis!ng Policy requires awardees to submit quarterly balance sheets, income statements, payroll reports, and other ﬁnancial reports and indicates the required period of !me for program compliance and fund forgiveness as follows:

Loans up to $50,000 are given repor!ng periods of 3 years. If repor!ng requirements are satisfied throughout the 3 years, the loans will be forgiven.

Loans between the amounts of $50,000 and $100,000 are given repor!ng periods of 5 years. If reporting requirements are satisfied throughout the 5 years, the loans will be forgiven.

The revised Policy extends the loan forgiveness period for all loan amounts to 7 years. The City would retain the ability to request balance sheets, income statements, payroll reports, and other ﬁnancial reports at its discre!on throughout the 7 years; however, quarterly ﬁnancial report submissions would be removed.

Eligible Loan Expenses
The exis!ng Policy allows awardees to u!lize loan funds on working capital, purchase of business equipment, furniture, and ﬁxtures, and interior/exterior leasehold improvements. Throughout the past several years, city staﬀ iden!ﬁed the threshold for triggering prevailing wage for 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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interior/exterior leasehold improvements is $1,000. If awarded business owners are unaware of prevailing wage requirements and spent awarded loan funds on leasehold improvements that could trigger prevailing wage.

The revised Policy removes interior/exterior leasehold improvements as eligible expenses.

Addi!onally, descrip!ons are included to highlight that construc!on and renova!on ac!vi!es are ineligible expenses. If prevailing wages must be paid, the awardee is responsible for fulﬁlling all applicable prevailing wage requirements. Working capital and purchase of business equipment, furniture, and fixtures remain as eligible expenses.

Required Application Documents
The existing Policy requires applicants to submit 15 types of documentations, including:
1 .

Application Cover Sheet;
2 .

Internal Revenue Service (IRS) Verification Form;
3 .

List of available collateral, including any to be purchased with loan proceeds; 4 .

Month-to-month projects covering any interim period un!l year-end plus one full ﬁscal year including the assumptions that the projects were based upon; 5 .

Resumes for all business owners and managers;
6 .

Current personal financial statement for each business owner; 7 .

Business data and history;
8 .

Complete Business Plan;
9 .

Fictitious Name Statement (filing and proof of publication); 10 .

Ar!cles of Incorpora!on or Partnership Agreement, Limited Liability Company Ar!cle of Organization;
11 .

Fiscal year-end business financial statements for prior three years (if available); 12 .

Interim business financial statement within 60 days of application date; 13 .

Business federal tax returns for the prior three years to include all suppor!ng schedules and statements (if available);
14 .

Copy of current/proposed lease on business premises including accessor’s parcel number; and 15 .

Personal federal tax returns for the prior three years to include all suppor!ng schedules and statements, for each business owner.

The revised Policy requires applicants to submit the aforemen!oned 15 types of documenta!on and an additional detailed proposal that highlights use of the requested loan funds.

Application Rating System
The exis!ng Policy states that eligible applicants’ loan proposals will be weighted based on the businesses’ ability to fulﬁll needs within the community, generate increased sales tax dollars, ﬁll commercial vacancies, generate addi!onal food traﬃc within the proposed business loca!ons, diversify the City’s sales tax base, and pass the risk determina!on analysis. The exis!ng Policy does not include a specific formula or instructions in which applications would be weighted.

The revised Policy provides addi!onal clariﬁca!on and scores eligible businesses’ applica!ons based on the following metrics:
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Category
Points Available
Reducing sales tax leakage and generate
increased sales tax for the City
25 Encourage additional foot traffic and social
activity within the proposed business location
25 Risk determination analysis
25 Proposed use of funds
25 TOTAL
100
Loan Approval Process
The exis!ng Policy allows the City Manager to approve loans up to $25,000. To ensure full transparency, the revised Policy eliminates the City Manager’s ability to approve loans up to $25,000 and states that the City Council must approve all loans regardless of the loan amounts.

Environmental
Pursuant to Sec!on 15378 of the California Environmental Quality Act (CEQA) Guidelines, organiza!onal or administra!ve ac!vi!es of governments that do not result in direct or indirect physical changes in the environment are not considered as CEQA projects.

Strategic Plan Action - Priority Level: 1
| Target #: B
| Goal #: A
Revisions to the Business Incen!ve Loan Program Policy will ensure that the City con!nues to provide resources that best meet the needs of local businesses, thereby furthering the City’s business attraction and retention efforts.

Fiscal Impact
Revising the Business Incen!ve Loan Program Policy will not result in any ﬁscal impacts to the City.

Loans are funded through the General Fund and budget will be appropriated at the !me City Council approves loans.

Prior City Council/Commission Action
The crea!on of the Business Incen!ve Loan Program was approved by the City Council on September 25, 2019. The City Council voted to approve the Program’s ﬁrst award in the amount of $75,000 to Jinya Ramen Bar on March 10, 2021. The City Council subsequently approved the Program’s second award in the amount of $100,000 to Bushﬁre Kitchen on April 27, 2022. The City Council approved another ac!on related to the Business Incen!ve Loan Program on April 27, 2022, which included rescinding the ﬁrst loan agreement with Jinya Ramen Bar and approving a second loan agreement with Jinya Ramen Bar due to complica!ons resul!ng from using Community Development Block Grant (CDBG) funds as loan awards.
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Attachment(s)
Attachment 1 - Existing Business Incentive Loan Program Policy

Attachment 2 - Draft Revised Business Incentive Loan Program Policy 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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CITY OF EASTVALE

ECONOMIC DEVELOPMENT LOAN POLICY

TABLE OF CONTENTS

I. INTRODUCTION ______________________________________________________ 1 II. PURPOSE ______________________________________________________________1 III. PROHIBITION AGAINST CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL OF PARTICIPANT____________________________________________ 1 IV. PARTICIPATION PERIOD REQUIRED ____________________________________ 2 V. ELIGIBLE BUSINESSES ________________________________________________ 2 VI. ELIGIBLE ACTIVITIES _________________________________________________ 2 VII. PROPOSAL RATING ___________________________________________________ 3 VIII. ADMINISTRATION ____________________________________________________ 3 IX. LOAN APPROVAL ____________________________________________________ 4 X. FUNDING AVAILABILITY ______________________________________________ 4 XI. APPLICATION PERIOD _________________________________________________ 4 XII. RISK ASSESSMENT ____________________________________________________ 4 XIII. PRICING AND TERMS__________________________________________________ 7 XIV. COLLATERAL ________________________________________________________ 7 XV. CESSATION OF BUSINESS _____________________________________________ 8 XVI. GUARANTORS ________________________________________________________ 8 XVII. PROBLEM CREDITS ___________________________________________________ 8 XVIII. ACTION OCCURRENCES _______________________________________________ 8 XIX. COLLECTION ACTION _________________________________________________ 9 XX. NON-ACCRUAL LOAN STATUS _________________________________________ 9 XXI. COLLATERAL APPRAISALS ____________________________________________ 9 XXII. FINANCIAL INFORMATION REQUIRED _________________________________ 10 XXIII. FINANCIAL INQUIRIES _______________________________________________ 10 XXIV. INSURANCE _________________________________________________________ 10

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1 I. INTRODUCTION

This written policy is intended as a guide in making credit decisions regarding applications for Business Incentive loan projects for the City of Eastvale (City). This policy is written to allow flexibility as credit needs change. It shou ld be used as a tool to provide some consistency for project selection. Projects will be considered for funding on a case -by-case basis, until available funding is exhausted. Only those projects falling within the scope of the guidelines will be consider ed for funding. Depending on funding amount, s uccessful applicants will be determined by the City Manager or City Council.

II. PURPOSE

This policy provides financial assistance to support economic development and business retention and expansion goals. The goals are structured to promote Eastvale as a positive place for quality business, promote business expansion and attraction to enhance local economic growth, and ensure that government regulations promote a favorable business climate.

This loan program is not to be equated with a loan program available through banking or financial institutions. As a public lender , the source of funds is interested as much in the social benefits as return on investment, and preservation of capital. The return to Eastvale is multiple: increased investment in the business community , additional jobs, and business activity, and increased tax revenues and quality of life for our residents.

The purpose of the economic development assistance is to:

1. Fulfill a need within the community.

2. Create jobs within the community.

3. Generate increased sales tax for the community.

4. Create opportunities for business expansion for existing Eastvale businesses.

5. Create opportunities for recruiting new businesses.

6. Encourage additional foot traffic and social activity within a business location.

7. Diversify the City’s sales tax base.

III. PROHIBITION AGAINST CHANGE IN OWNERSHIP , MANAGEMENT AND

CONTROL OF PARTICIPANT

The qualifications and identity of Partici pant in this program are of particular concern to City. It is because of those qualifications and identity that City will enter into an Agreement with Participant. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this program except as ex pressly set forth within executed documents under this program. A change in ownership, 541

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2 management and control shall be subject to the approval of City, but such approval shall not be unreasonably withheld.

Participant shall not assign all or any part of any Agreements or Notes under this program without the prior written approval of City, which approval shall not be unreasonably withheld.

IV. LOAN FORGIVENESS

Participants in this program will be requi red to remain in operation for a specified amount of t ime, as outlined in Section V below. In meeting this requirement and compliance with the program , funds loaned will be forgiven at the end of that period.

V. PARTICIPATION PERIOD REQUIRED

The required period of time for program com pliance and fund forgiveness/repayment is contingent upon the amount loaned. The following schedule applies:

Amount of Loan Forgiveness/Reporting Period
Up to $50,000. . . . . . . . . . . . . . . . . . . . . . . . ... 3 years Greater than $50,000 . . . . . . . . . . . . . . . . . . …5 years

VI. ELIGIBLE BUSINESSES

The following types of businesses are eligible for a business incentive loan:

• Proposed sales tax generating businesses that are new to Eastvale • Existing sales tax generati ng businesses in Eastvale wanting to exp and their gross floor area (square footage) by 50% or more

1) For restaurants seeking a loan under this program, the restaurant must fall within one of the two categories below. The City shall determine, in its sole discretion, whether a restaurant falls within either of these two categories:
i.) Fine Dining Restaurants (upscale dining, high quality food, wine list, formal atmosphere)
ii.) Premium Casual Restaurants (upscale, fast casual dining, high quality food, elevated atmosphere but more casual
than fine dining)

VII. ELIGIBLE ACTIVITIES
Within these categories funding can be used for the following types of activities:
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3 • Interior and/or exterior leasehold improvements
• Purchase of business equipment, furniture, and fixtures • Working Capital
The applicant is resp onsible for checking and working with the city to determine whether the use of funding would trigger prevailing wage.

VIII. PROPOSAL RATING
Given the limited amount of funding available annually, loan proposals submi tted by applicants will be reviewed and graded. Eligible applicants loan proposals will be weighted using the following rating system:

1. Fulfill a need within the community.

2. Generate increased sales tax for the community.

3. Create opportunities for recruiting new businesses to fill commercial vacancies.

4. Create opportunities for business expansion for existing Eastvale businesses.

5. Encourage additional foot traffic and social activity within t he proposed business location.

6. Diversify the City’s sales tax base

7. The risk determination analysis (see Section XIII).

Funding decisions will be made based on the rating of the proposal, the number of other proposals and their ratings, and the availability of funding. The date of submission of a proposal as compared to othe r submissions is not a factor (e.g., funding is not “first come first served”).

IX. ADMINISTRATION
A. Loan Committee
In order to ensure timely review of applications, a business incentive loan committee will be organized. The Committee will be co mprised of the City Manager, Community Develo pment Director, Economic Development Manager , and Finance Director (Program Administrator). The Committee will meet as needed to review the applications and recommend approval or den ial them based upon the rat ing system in section VII of this policy. The Co mmittee will also review and recommend approval or denial of requests from approved borrowers for payment deferrals, substitution or release of collateral, waiver or release of covenants, and amendments to loan documents.

B. Program Administrator
The Fi nance Director wi ll serve as the Program Administrator. The Program Administrator will market, solicit, review, and process potential borrowers’ applications for credit. The Program Administrator w ill decli ne o r refer out to 543

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4 some other agency any applican t who clearly does not qualify under eligibility standards as set forth by the policy. The Program Administrator will recommend new credit, payment deferrals, release or substitution of collateral, waivers/amendments to loan covenants and exceptions to loan policy to the Loan Committee.

X. LOAN APPROVAL

The City Manager, with recommendation from the Loan Committee, will have the authority to appro ve loans up to $25 ,000 from the City Council approved a nd budgeted business incentive amount . Loans greater than $25,000 will need City Council approval.

XI. FUNDING AVAILABILITY

The business incentive loan program is fun ded on a fiscal year basis. City of Eastvale fiscal year begins on July 1 and ends on June 30 of the following year.

Limited funds are available in each fiscal year when the program is funded.

XII. APPLICATION PERIOD

A. Submittal

Applications will be accepted on a continuous basis.

B. Processing

Applications will be processed when funds are available. The City has no obligation to process applications if all available funding has been exhausted.

XIII. RISK ASSESSMENT

All loans are subject to analysis to determine risk. Loans will be awarded only to projects, which demonstrate that the servi ce provided is commensurate with the risks incurred. In return for the public moneys provided, the businesses will generate increased investment, jobs, business activity, and thus increased tax revenues.

A. General Credit Criteria

The business loan applications will be analyzed for the following criteria, b ased on criteria specified by the U.S. Department of Housing and Urban Development, Office of Community Planning and Development, and by the Small Business Administration:

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5 1) Ability to repay in case of default or termination of business.

2) Balance Sheet Analysis
Balance sheet must be sound before the loan is made.

3) Historical earnings and cash flow records, from verifiable sources as determined by the loan committee, to ensu re sufficient repayment of all requested credit, and to provide the owner(s) with a r easonable level of personal income to satisfy personal obligations. Typically, a borrower will have been profitable during the most recently completed year and will maintain a cash flow coverage ratio o f 1:1 (defined as earnings before debt service, interest and taxes divided by debt service), with sufficient collateral.

The ratio would be 2:1 without collateral. If partial collateral is pledged, the ratio may be prorated downward.

4) Collateral
Collateral, when available in any form, may be requested by the Loan Committee. Collateral will be pledged commensurate with the amount of requested credit, as well as a security interest in newly purchased assets, or those purcha sed with loan funds. If the pro ject cannot repay the loan from cash flow, the City wi ll collect payment by liquidating the asset and satisfying the specific lien securing the property. A letter of credit or bond may be accepted in lieu of collateral.

5) Commitment
Personal and corporate guarantees may be required. The borrower should sign personally for the loan.

6) Management Experience
The management team must have experience in all areas of running the business: sales, finance, operations, personnel, etc . The management team includes the principals, directors, senior management and consultants.

The management team should have direct experience in these areas or have comparable business skills which can be transferred.

7) Business Plan
The business plan wi ll help identify worthy ventures . T he monthly cash flow statement for the first year is especially important.

8) Character
The owners and management should have favorable credit histories, a reputation for treating customers fairly, no bankruptcy in the pas t five years, and a clean crimin al r ecord. Good character will be determined by credi t reports, payment history with verified vendors, personal interview, or other means as determined.
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6 All of the above criteria are important, and the absence of any one may be sufficient to deny a loan request.

B. Undesirable Credit Applications/Borrowers/Guarantors

Using the guidelines for the Small Business Administration and the Department of Housing and Urban Development, the following are undesirable without mitigating circumstances acceptable to the Loan Committee:

1) Applications for funding that wou ld substantially reduce the amount of non-Federal support for the activity available in other recognized, reasonable loan programs available in the target areas;

2) Requests for credit to repay existing creditors

3) Funds used to repay debt to applicant owner(s), partners, stockholders

4) Requests for funding from new start -up businesses not as sociated with a franchise chain or not adding an additional business location

5) Requests for funding for businesses which d o not meet the criteria specified in Section VIII A through C.

6) Non-profit organizations, as designated by Charter/Bylaws, unless designated as approved Community Based Development Organizations (CBDO)

7) Lack of profitable operations, as demonstrated by sources acceptable to Loan Committee

8) Loans to restricted membership or discriminatory groups/organizations.

9) Loans to uses with complete access restrictions based on age.

10) Lack of sufficient equity/highly leveraged situations as determined by Loan Committee.

11) Personal or business bankruptcy, or prior busine ss failure without sufficient, documented information to mitigate, as determined by Loan Committee;

12) Poor personal or business credit as evidenced by many derogatory items including public record ite ms, tax liens, judgments, or excessive existing credit as determined by Loan Committee;

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7 13) Undocumented aliens;

14) Felony convictions, dishonorable discharge or “Bad Conduct” discharge from military service (each situation will be independently evaluated);

15) Business active in any unlawful activity.

C. Exceptions to Loan Policy

If a project does not fall within the guidelines listed above, but is of such special character and will complement the area in which location is proposed, the City Manager or City Council (depending on loan amount) may consider the project for funding.

XIV. PRICING AND TERMS

Considerations of loan product pricing extended to borrowers will be based on a rate equal to the average rate earned by the City’s investment in the California Local Agency Investment Fund (LAIF) or the current prime r ate for the fiscal year prior to the issuance of the loan (LAIF’s Annual Returns: https://www.treasurer.ca.gov/pmia- laif/historical/annual.asp), but in no even t to exceed 1 0 per cent (10% ) per annum.

Interest which accrues and is unpaid shall be added to principal on a monthly basis and thereafter bear interest as if it were part of principal. Principal and all accrued and unpaid interest shall be due and paya ble not later than the terms specified in the Note.

Additional terms extended to borrowers will be based on the amount of risk involved.

XV. COLLATERAL

Collateral is a mandatory requirement , real property preferred but not required .

Property such as equipme nt w ill be considered as col lateral. It is intended that any available collateral from the borrower and/or guarantor(s) will be required, as well as a first lien position on any assets purchased with any loan funds. Junior liens on re al property will be required at the discretion of the Loan Committee. However, it will be the policy that all collateral required for loan approval will be of material value. Caution will be used whenever taking a junior lien position on collateral w here there is a substantial senior lien. It will be a determination of the Loan Committee whether to waive a collateral position when available.

Titled motor vehicles, when take n as collateral, must show the City as mortgagee/lienholder on the certific ate of title, and held in safekeeping by the Finance Director or designee.

In all cases, a UCC -1 and security agreement will be taken against all business assets.

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8 XVI. CESSATION OF BUSINESS

If Participant should cease business at the site, participant shal l re pay its obligations to City as provided in the No te which shall be executed when Agreement is signed. The term “cease business” shall mean when the site is no longer used as th e principal place of business for Participant’s business. Participant shal l give City written notice not less than thirty (30) days prior to cessation of business. If Participant should cease business at the site, Participant shall pay to the City, in ca sh, within fifteen (15) days of the Participant’s receipt of written notifi cation from the City of th e balance due on the Note. If the Participant moves the business to a new location within Eastvale the City may elect to not treat this relocation as a cessation of business.

XVII. GUARANTORS

The City will generally follow the rules of the Small Business Administration as to qualification of guarantors:

A. Active Management with any ownership equity in borrower must guaranty

B. Shareholders/owners of 20% or more eq uity in borrower must guaranty regardless of active involvement in management

Guarantees may be secu red or unsecured as determi ned by the Loan Committee.

XVIII. PROBLEM CREDITS

While it is the intent of this policy to be sensitive to the borrower’s financial needs, and the intent to match any repayment schedule to the borrower’s abil ity to repay, it is inevitable that there will be delinquencies and defaults. It is the responsibility of the Program Administrator to monitor all loan payments, especially those t hat are in arrears. It will be the stated policy that upon determination o f a “problem credit” the City will pursue any and all remedies allowed by Regulation or Law in a professional, aggressive, and consistent manner until some resolution is reached.

XIX. ACTION OCCURRENCES

The following occurrences will warrant action on the part of the Program Administrator and/or City Council.

A. Delinquent payment – whenever the terms of the Promissory Note are not being met in a timely manner (delinquent by more than 30 days);

B. Violation of Loan Covenants – whenever the terms of the Loan Agreement are not being met in a ti mely fashion. The seve rity and immediacy of action is dependent on the type of breach; some covenants are more 548

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9 serious and lead to a default, while ot hers less severe can sometimes be tolerated at the discretion of the Program Administrator.

C. Receipt of bankruptcy notice;

D. Filing of a “Notice of Default” by another lienholder on real property;

E. Legal Service, such as Writs of Attachment, Tax Liens, Subpoenas for records;

F. Death of debtor or guarantor;

G. Notice of significant legal action against borrower/guarantor;

H. Returned mail from borrower’s address by Post Office;

I. “Skip Trace” inquiry from another creditor.

XX. COLLECTION ACTION

It is important to be clear and specific about any breach of the Note, Loan Agreement, or any of the above-mentioned occurrences. The circumstances o f a particular situation will often dictate the method to use in taking corrective action.

Telephone contact with the borrower/guarantor is the most expedient and cost effective; however, some cases dem and more formal notificati on s uch as “Demand Letters” , Legal Action, and Foreclosure. Personal site visits and conversations with the borrower are warranted at the discretion of the Program Administrator.

XXI. NON-ACCRUAL LOAN STATUS

Credits will be moved to a n on-accrual status at t he 9 0-day delinquency point unless otherwise directed by the City Council. At this point, many of the above - mentioned “Action Steps” should have been star ted; a collection plan, if applicable, should be in process at this point. Rewriting the entire Note in an effort to provide relief to the borrower should be considered after a detailed analysis of the financial condition of the borrower and his/her prospects for timely payments in the future. In any case, the City Manager or the City Council must appro ve a re-structured Note, depending on the dollar value of the re-structured Note.

XXII. COLLATERAL APPRAISALS

Collateral taken as security for any type of credit should be appraised if it has any significant value. In most cases, rea l property will be the col lateral that is most needed for a third-party appraisal (the City will accept “drive -by” and short -form appraisals).

Since the City is n ot under the scrutiny of Federal and State Banking Regulators, there is more flexibility as t o the extent of any apprai sal and in which circumstances. It is the 549

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10 stated policy that some form of valuation be used to determine the equity of any collateral ta ken by the City, remembering that the cost and time of obtaining such appraisals may have an adverse affect on the borr ower considering the size o f the credit involved. The Loan Committee shall use its discretion in all collateral matters, unless otherwise dictated by the City Council.

XXIII. FINANCIAL INFORMATION REQUIRED

It will be the policy of th e City to require financial statements from each applicant in the form of a balance sheet and income statement for any and all fiscal year -ends since inception of the business (up to 3 years), and within the past 90 days of application date. Current perso nal financial statements f or e ach business owner and personal and business federal tax returns for the prior three years are required, including all supporting sch edules and statements. The City will obtain the written permission of the applicant to verif y any and all tax returns with the Internal Revenue Service for accuracy (IRS Form 4506). Month -to-month projections covering any interim period until year -end, p lus one full fiscal year is required, including the assumptions that the projections were bas ed u pon. Additional infor mation will be requested at the discretion of the Program Administrator with direction from the Loan Committee and/or City Council:

All borrowers will be required as a covenant in the Loan Agreement to provide ongoing financial information as follows:

A. Fiscal Year End balance sheet and income statement within 90 days of each year end;

B. More frequent statements such as Accounts Receivable Agings, work in progress reports, or any other documents requested by the Loan Committee to assist the borrower in the monitoring of the credit.

C. Payroll reports showing employee status, on a quarterly basis.

XXIV. FINANCIAL INQUIRIES

The City will not provide responses to inquiries regarding credit status of program participants. The financial i nformation provided by app licants to the City will be kept confidential to the extent permitted by law.

XXV. INSURANCE

All collateral taken as security for any credit mus t be insured appropriately as determined by the Loan Committee; evidence of that coverage must be provided showing the City as “Additional Insured, ” “Loss Payee,” or “Mortgagee,” whichever is appropriate for the collateral insured. The lapse of any insura nce will create a default 550

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11 on the Loan Agreement, and must be remedied immediately by the borrower. If necessary, the City will obtain appropriate insurance to protect its collateral and debit the premium to the borrower.

Additionally, in the case where real estate collateral is taken, a Policy of Insurance Record Title (PIRT) of short form title policy will be required.

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Eastvale City CouncilSeptember 27, 2023

Eastvale City Council
September 27, 2023