Agenda packet — Yuba City City Council, August 20, 2024 (part 3 of 4)

6 6.03 Termination. This Agreement will remain in effect until terminated by either the Employer or the Custodian upon at least sixty (60) days’ advance written notice to the other party; provided, however, that the party being provided notice of termination may waive the 60-day time period and agree to an earlier termination effective date.

6.04 Amendment. Except as otherwise provided in this Agreement, the terms of this Agreement will not be amended, modified, changed or assigned except by an agreement in writing, signed by a duly authorized officer of each party.

6.05 Notices. Unless otherwise agreed to in advance by both parties, any notices that may be required under the Agreement will be in writing and either hand delivered, sent via a nationally recognized overnight delivery service with proof of delivery or mailed by certified mail, postage prepaid, addressed as follows:

If to the Employer:

City of Yuba City
1201 Civic Center Blvd
Yuba City, CA 95993
Attention: City Manager
If to the Custodian:

Lincoln Financial Group Trust Co., Inc.

P.O. Box 7876
1301 South Harrison Street
Fort Wayne, Indiana 46801-7876
Attention: President
Either party may effect changes to the information contained in this section by providing a written notification to the other party.

6.06 Severability. Should any one or more of the provisions of this Agreement be determined to be invalid or unenforceable, a court will have the power to amend such provision to the extent necessary to make such provision valid and enforceable, and in any event, all other provisions of this Agreement will be given effect separately from the provision or provisions determined to be invalid or unenforceable and will not be affected thereby.

6.07 Headings. The heading of the sections, subsections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

6.08 Successors and Assigns. All the terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto, whether so expressed or not. This Agreement will not be assignable by any party hereto without the written consent of the other party.

6.09 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed will constitute an original and all of which together will constitute one and the same Agreement.

6.10 Force Majeure. Neither party will be liable to the other party for any delay or failure in performance caused by acts beyond the nonperforming party’s reasonable control, including, without limitation, acts of God or public enemy, act of any military, civil, or regulatory authority, change in any law or regulation, fire, flood, tornado, earthquake, or storm, or other like event, disruption or outage of communications, power or other utility, labor strikes, or any other cause, whether similar or dissimilar to any of the foregoing, which could have not been prevented by the nonperforming party with reasonable care. Performance times will be considered extended for a period of time equivalent to the time lost because of such delay. The party asserting force majeure delay will have the obligation to notify the other party promptly upon learning of the delay or the reasonable possibility of such delay and to use reasonable efforts to mitigate the effects of the delay.

Page 232 of 496 ends

Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates. Affiliates are separately responsible for their own financial and contractual obligations.

Choose one 7

6.11 Number and Gender. Whenever the singular number is used in this Agreement, the plural number will apply where required by the context. Whenever the plural number is used in this Agreement, the singular number will apply where required by the context. Whenever the male, female or neuter gender is used in this Agreement, the other genders will apply where required by the context.

6.12 Waiver. The failure of either party at any time or times to require performance of any provisions hereof will in no manner affect its right at a later time to enforce such provision and will not act as a waiver thereof.

IN WITNESS WHEREOF, City of Yuba City and Lincoln Financial Group Trust Company, Inc. have caused this Agreement to be signed by their duly authorized officers as of the date(s) stated below, but effective as of November 5, 2024.

City of Yuba City Lincoln Financial Group
Trust Company, Inc.

Signature Signature
John Luviano, President
Printed Name and Title Printed Name and Title
7/19/2024
Date Date

Page 233 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 1 of 25

RECORDKEEPING

SERVICE AGREEMENT
THIS RECORDKEEPING SERVICE AGREEMENT (the “Service Agreement”), effective as of November 5, 2024 (“Effective Date”) is entered into by and between LINCOLN RETIREMENT SERVICES COMPANY, LLC (“LRSC”) and CITY OF YUBA CITY (the “Employer”) (each a “Party”).

WHEREAS, LRSC will provide plan-participant-level record keeping to tax-qualified retirement plans governed by Internal Revenue Code (the “Code”) Sections 401(a) and 401(k), retirement plans governed by Code Section 403(b), and deferred compensation plans governed by Code Sections 457 and 409A as part of the services provided by LRSC and its affiliates (hereinafter referred to collectively as “Lincoln” where the context permits) (collective services referred to as the “Program”) through which investments in shares of registered investment companies (i.e. mutual funds), other appropriate securities, stable value fund and/or group annuities issued by The Lincoln National Life Insurance Company, and, in New York, Lincoln Life and Annuity Company of New York, and their applicable affiliates (collectively referred hereinafter as “Investments”) shall be made available to plan participants or their beneficiaries (in the aggregate “Plan participants”).

WHEREAS, Employer is the plan sponsor of the City of Yuba City Deferred Compensation Plan (hereinafter individually or collectively the “Plan”), a retirement plan governed by Code Section 457(b), and desires to fund future contributions to the Plan exclusively through the Program until such time as this Service Agreement may be terminated in accordance with the terms hereof;
WHEREAS, Employer has determined, in its sole and exclusive discretion, that the Plan is not subject to the governance of Title I of ERISA since the Plan falls within the scope of the exclusion in ERISA Section 4(b)(1) for a government plan and has delegated certain non-fiduciary administrative tasks and responsibilities to certain parties under this Service Agreement.

NOW THEREFORE, in consideration of the foregoing recitals reincorporated as part of the text hereof, mutual promises hereinafter contained, the value of which is hereby affirmed, LRSC and Employer agree as follows:

ARTICLE 1

RECORDKEEPING SERVICES &

INVESTMENT OPTION SELECTION

1.1 Recordkeeping Services. LRSC will provide Program recordkeeping services (the “Recordkeeping Services”), as described in this Service Agreement and in the Program administration manual (the “Manual”), which is incorporated into this Service Agreement by reference, as more fully described below. Recordkeeping Services shall be deemed to mean defined contribution retirement plan record keeping services kept at a Plan participant account level. Employer will provide Lincoln with data, information, plan documents and other information and assistance reasonably needed by Lincoln to perform the Recordkeeping Services. Except to the extent prohibited by law Employer will be responsible for any and all Losses, as defined in Section 3.1 below, which result from its or the Plans’ failure to provide such information in a timely manner, provided that Lincoln

Page 234 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 2 of 25
has provided to Employer prior written notice of such failure and provided to Employer the opportunity to cure such failure, and Employer has failed to do so.

1.2 Eligible Employer and Selection of the Program. The Employer has determined that the Plan is to be funded through the Program, and the Employer certifies that it is eligible under the applicable sections of the Code to sponsor the Plan.

Employer instructs Lincoln to comply with all applicable distribution restrictions provided in the Code. The Employer has determined, in its sole and exclusive discretion that the Plan is not subject to the governance of Title I of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), and falls within the scope of an applicable exclusion from coverage under ERISA.

Employer agrees that it will enter into an agreement with Lincoln Financial Group Trust Company, Inc. (hereinafter referred to as “LFGTC”) for it to act as trustee for the Plan and for LFGTC to maintain records on a plan-level basis. Employer agrees to pay for the services provided by LFGTC, and instructs LRSC to pay LFGTC for such services. The fee stated in Section 2.1 includes LFGTC’s fee, and LRSC serves only as paying agent in administering any payment to LFGTC. Employer further agrees that it will enter into agreements for certain Investments with investment providers or service providers requiring an agreement directly with the Plan, such as a group fixed annuity (including any group fixed annuity provided by a Lincoln affiliate), stable value fund, a collective investment trust, a self-directed brokerage account or other Investment or service.

Employer authorizes LRSC to provide a copy of this Service Agreement to LFGTC.

Employer agrees that LRSC’s performance under this Service Agreement is contingent upon Employer successfully entering into and maintaining the agreements described in this Section 1.2.

1.3 Investments Selected.
a. Investments. Employer has selected The Hyas Group (for the purposes of this Section 1.3a “Consultant”), an investment consultant unaffiliated with Lincoln.

The Consultant shall serve as an “Investment Advisor” as that term is defined in ERISA Section 3(21) regarding the selection and monitoring of the line-up of investment options that is made available to the Plan participants. Such Investments are listed in Exhibit A. Consultant shall act as a fiduciary to the Plan in this capacity and as more fully described in the separate written agreement between Consultant and the Employer. LRSC’s fee is in no way related to the services provided by Consultant, nor shall LRSC keep any portion of fees collected with respect to the services provided by Consultant.

In addition, while such agreement remains in force, Employer authorizes LRSC to change the investment line-up of the Plan upon written notification by Consultant to change such line-up and to direct LFGTC to implement such change. Such notice shall amend Exhibit A without the need to further amend this Service Agreement. If at any time Employer rejects the line-up advised by Consultant, Employer certifies that it will select the investment line-up.

LRSC and/or its affiliated broker/dealer (“Affiliate Broker/Dealer”) has entered or will enter into agreements with various mutual fund families and other issuers of appropriate Investments that make up the lineup. Investments may pay LRSC, Affiliate Broker/Dealer, or their affiliates various fees, as more fully

Page 235 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 3 of 25
disclosed in Exhibit A hereto, for various services provided. Any change in Investments and the fees paid therefrom will be reflected annually by LRSC in an updated Exhibit A, which will replace the previous Exhibit A and/or Exhibit B without the need to further amend this Service Agreement. An updated Exhibit A shall be provided during the annual plan review or by delivery via U.S.

Mail to the Employer at the address provided in Section 4.5 or via email to an email address provided by Employer.
b. Lincoln Not Obligated for Investments. The Parties and the Plan expressly agree that Lincoln is not acting as a fiduciary, as defined under ERISA or other applicable law, to the Plan in the selection of the Investments or accounts made available through the Program; that Lincoln has no duty to monitor the performance or operation of such Investments or accounts, but will provide Employer with quarterly performance reports prepared by a third party for such Investments; and that Lincoln may enter or terminate its agreements with such Investments without regard to the effect upon the Plan or Plan participants.

LRSC will provide Employer with notice as soon as practicable of any change in the availability of an Investment selected by the Employer, and Employer will provide instructions to LRSC in response to these changes within a reasonable amount of time to adjust to the deletion of a particular Investment from the Program. Regarding any change of an Investment by an Investment or Investment’s service providers (such as fund mergers, terminations, closures, etc.), LRSC shall provide reasonable notice to Employer of such changes once LRSC receives actual notice from the Investment. LRSC shall have no obligation to ensure it receives notice from an Investment and shall have no liability for an Investment or Investment’s service providers failing to provide notice to Lincoln of such changes.

1.4 Reserved.

1.5 LRSC’s Duties. In providing the services as part of the Program, LRSC is acting as an independent contractor engaged by the Employer. LRSC is not responsible for determining whether a particular Plan or Investment is appropriate for the Employer, the Plan, or any Plan participant and does not guarantee the performance of any investment option, unless such a guarantee is provided in a group annuity contract between Employer and a Lincoln affiliate. In performing the services listed in this Service Agreement, including the Manual, LRSC does not act as the plan administrator or a fiduciary to the Plan, and LRSC may reasonably rely, without making its own investigation, on any information received from the Employer, the Plan or any official, employee or agent of the Employer or Plan. LRSC will perform ministerial services with respect to the Plan, including facilitating participant transactions, at the direction of the Employer and as set forth in the Manual.

1.6 Payment for Services. Employer agrees that the Plan will pay for all services it requests as set forth in this Service Agreement and/or in the Manual.

1.7 Acceptance of Enrollment Material, Forms, Website and Manual. Employer accepts the content and format of all enrollment materials, administrative forms, and website and any voice response system developed by LRSC with respect to Employer’s Program, including all material and forms provided to Employer’s employees. Employer will or has had the opportunity to determine whether all such material correctly reflects the

Page 236 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 4 of 25
appropriate administration of the Plan. LRSC will provide Employer enrollment material for, and Employer will distribute that material to, each eligible Plan participant.

Employer also accepts the content and format of the Manual. The Manual describes the policies, procedures and operational matters for the Recordkeeping Services. The terms of the Manual may be modified from time to time by LRSC without the need to further amend this Service Agreement. Any changes in the Manual will be effective 30 days after receipt by the Employer, unless an earlier date is agreed to by the Parties, or unless the Employer provides LRSC within that 30-day period a written objection to specific changes in the Manual. If the Employer raises objections as described above, LRSC and the Employer will consult with each other in an attempt to resolve the Employer’s objections.

1.8 Participants’ Instructions. Employer instructs LRSC to follow any instructions by Plan participants regarding their Investments or transactions in the manner and under the conditions set forth in this Service Agreement, including, without limitation, the provisions of the Manual. Any applicable transaction fee will be set forth in Exhibit C.

1.9 Reserved.

1.10 Plan Documents. LRSC has provided the plan documents pursuant to which the Plan will be administered. Employer acknowledges that its counsel has had an opportunity to review such documents. LRSC acknowledges that it bears responsibility for updating and amending such plan documents from time to time to the extent necessary to reflect changes in law that affect the formal compliance status of such documents. Employer acknowledges that LRSC shall not bear responsibility for updating or amending such documents to reflect changes in the design or features of the Plan made by Employer unless and until the Employer has requested any such changes in writing.

1.11 Reserved.

1.12 Representations and Warranties. LRSC and Employer represent and warrant to each other, upon execution and while this Service Agreement is in effect as follows:
a. It is not bound by any agreement or arrangement or law or regulation which would preclude it from entering into, or from fully performing the services or obligations required under this Service Agreement; and
b. Its license or certification in any jurisdiction has never been denied, suspended, revoked, terminated, voluntarily relinquished under threat of disciplinary action, or restricted in any way

1.13 Confidentiality. Each Party recognizes and acknowledges that, by virtue of entering into this Service Agreement, it may have access to certain information of the other Party that is confidential or proprietary and constitutes valuable, special and unique property of that Party (“Confidential Information”). Each Party agrees that it will not at any time, either during or subsequent to the term of this Service Agreement, disclose to others, use, copy or permit to be copied, any Confidential Information, without the other Party’s express prior written consent, except pursuant to LRSC’s duties hereunder and or as required by applicable law. However, nothing in this Section 1.13 shall be construed to limit Employer’s obligations to comply with the California Public Records Act (“CPRA”), and Employer may

Page 237 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 5 of 25
determine in its sole discretion whether any records created in connection with this Service Agreement are subject to disclosure under the CPRA.

Notwithstanding the foregoing and except to the extent that it constitutes personally identifiable information within the meaning of applicable privacy laws, "Confidential Information" shall not include any information that: (a) is or becomes generally available to the public, other than as a result of a breach of this Service Agreement; (b) is lawfully obtained from a third party with the right to disclose such information; or (c) is independently developed by a Party without use of the other Party’s Confidential Information.

Employer expressly consents to the disclosure of its Confidential Information to its Plan consultant; financial professional (including a registered investment advisor (“RIA”)); third party administrator (“TPA”); payroll provider; accountant; broker/dealer as defined herein; any other third party who provides benchmarking analysis or analytics regarding the Plan or Plan participants; and any other third party; and in all cases, such persons shall have been identified by Employer to LRSC and for which the Employer shall have authorized LRSC to provide access for administrative purposes (collectively the “Authorized Financial Professionals”). If the Plan has a TPA, as identified in this Service Agreement, then Employer further expressly consents to the disclosure of otherwise confidential and proprietary information to said TPA.

The provisions of this Section 1.13 will survive the expiration or other termination of this Service Agreement, regardless of the cause of such termination.

Employer instructs Lincoln to provide Plan and Plan participant information to the Authorized Financial Professionals. Employer represents and warrants that it has had the opportunity to conduct due diligence on the Authorized Financial Professionals regarding their data security system to protect Plan participant data, including but not limited to name, address, social security number, employment status, marital status, investment allocation and account balance. Lincoln shall not be liable for any data breach or intrusion caused by the Authorized Financial Professionals in any way, and except to the extent prohibited by law Employer shall hold harmless and indemnify Lincoln pursuant to Section

3.1 under this Agreement regarding such breach.
(a) Information Security.
(1) Protection of Employer’s Confidential Information. Lincoln shall establish and maintain a comprehensive written information security program that includes appropriate administrative, technical, physical, organizational and operational safeguards and other security measures reasonably designed to: (i) ensure the security and integrity of Confidential Information; (ii) protect against any anticipated or reasonably likely threats or hazards to the security or integrity of Confidential Information; and (iii) prevent against any actual or suspected unauthorized access to or, acquisition of Confidential Information. Such measures shall include, without limitation, establishing and maintaining network and internet security procedures, protocols, security gateways and firewalls with respect to such Confidential Information.

Lincoln shall take all reasonable measures designed to: (i) secure and defend all Lincoln locations, equipment, systems and other materials and facilities against

Page 238 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 6 of 25
“hackers” and others who may seek, without authorization, to disrupt, damage, modify, access or otherwise use Lincoln systems or the information found therein; (ii) prevent Employer from having access to the data of other customers; (iii) prevent Employer’s Confidential Information from being commingled with or contaminated by the data of other Lincoln customers; and (iv) prevent unauthorized access to any Employer’s Confidential Information; and (v) continuously monitor its systems for potential areas where security could be breached.
(2) Security Breach and Notice. Lincoln will promptly notify Employer after Lincoln has confirmed an incident involving the unauthorized access to or acquisition of any Employer Confidential Information (“Security Breach”). Lincoln shall: (i) commence all reasonable efforts to investigate the Security Breach, mitigate and correct its causes, and remediate its results; and (ii) provide to Employer written notice thereof. Thereafter, Lincoln shall, and shall cause any third parties acting on Lincoln’s behalf, that are in possession or control of any affected Confidential Information, to use commercially reasonable efforts to prevent a recurrence of any Security Breach and cooperate with any similar efforts Employer or its affiliates may undertake. Lincoln will reasonably consult with Employer, in order to provide advance notice and review regarding any communication or notice Lincoln determines necessary with any third party, including but not limited to the media, consumers and affected individuals regarding any Security Breach without the express written consent of Employer, provided such consultation not be unreasonably withheld. Lincoln’s notification of or response to the Security Breach under this Section will not be construed as an acknowledgement by Lincoln of any fault or liability with respect to the Security Breach. Lincoln will provide a credit monitoring service to any impacted consumers as required by applicable federal and state privacy laws.
(3) Audit Review. Employer, or an independent third party selected by Employer, may perform security assessments, via questionnaire, of Lincoln’s compliance with the terms in this section regarding securing Employer Confidential Information up to once per year; provided, however, that the security assessments will not apply to any Lincoln affiliates, subsidiaries, and parents or discrete business units of Lincoln that do not receive Employer Confidential Information. Employer may not apportion its security assessments with respect to different subject matters into separate security assessments; however, if Employer has shown good cause for concern regarding the sufficiency of Lincoln’s information security program, Employer shall have the right to an additional security assessment to address such concern. If Employer selects a third party to conduct the security assessment, the third party must be agreed to by Employer and Lincoln and must execute a written confidentiality agreement acceptable to Lincoln before conducting such security assessment.

The security assessment must be conducted during regular business hours, subject to Lincoln policies, and may not unreasonably interfere with Lincoln activities. Lincoln will reasonably cooperate with Employer on any assessment that Employer conducts in accordance with the provisions of this section. Lincoln is not and will not be obligated to provide to Employer or any independent third party any access or information that Lincoln determines, in its sole discretion, to present undue risk to the confidentiality, integrity, or availability of Lincoln’s data,

Page 239 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 7 of 25
information systems, facilities, or other resources belonging to Lincoln or which Lincoln is otherwise obligated to protect.

Employer will provide Lincoln any security assessment reports generated in connection with any security assessment under this section, unless prohibited by law. Employer may use the security assessments only for the purposes of meeting its regulatory audit requirements or confirming compliance with the requirements of this section. The information security assessments are Confidential Information of the parties under the terms of this Service Agreement.

Any information security assessments are at Employer’s expense. (b) LRSC Insurance. LRSC will maintain insurance coverage consisting of worker’s compensation insurance with statutory limits; commercial general-liability with at least $1,000,000.00 in limits; professional liability insurance with at least $5,000,000.00 in limits; and cyber liability insurance with at least $5,000,000.00 in limits. LRSC shall maintain this insurance, at its own expense, in force and effect throughout the term of this Service Agreement. LRSC shall provide proof of insurance to the Plan Sponsor upon request.

1.14 Reserved.

1.15 Participant Services – Education. Employer authorizes Lincoln to provide financial educational resources and communications to Plan participants and employees of Employer regarding holistic financial wellness, the costs associated with living in retirement, the retirement Plan and participant retirement accounts. Lincoln’s participant education program includes but is not limited to written communications; online educational materials; online tools and calculators, other materials aimed at creating better participant retirement outcomes. Please see Lincoln’s data privacy policy to understand how we may use participant data. LRSC may also communicate or provide education to participants concerning available distribution options including, but not limited to, the options of staying in the Plan, rolling over to a new plan, rolling over to an individual retirement account or annuity (IRA) and taking a lump sum distribution. Employer acknowledges and agrees that any information relating to investments will be limited to non-fiduciary “investment education” as such term is described in guidance issued by the Employee Benefits Security Administration.

Notwithstanding any provisions herein, where a participant consents to be presented with third-party products including by providing an electronic consent via lfg.com as part of Lincoln’s financial education and Lincoln’s WellnessPATH marketplace, and thereafter chooses to purchase a product introduced to them by Lincoln, Lincoln may receive a marketing distribution fee for products purchased. Depending on the arrangement this may be a flat dollar fee, or a percentage of fees received by the third-party vendor.

In order to provide the education services outlined above, LRSC will provide to the Employer relationship a total of four (4) days of Retirement Consultant services annually to be allocated in a manner mutually agreeable to the Parties. The fee stated in Section

2.1 includes the fee for such consulting services. Any additional days requested, will be at the rate of $750.00 per day.

Employer agrees, notwithstanding Section 1.13, that LRSC may use Plan participant information for the limited purpose of providing services under this Section 1.15.

Page 240 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 8 of 25

1.16 Morningstar Services. Morningstar Investment Management, LLC (“Morningstar”) makes available advisory services as part of the Program as described below. Morningstar is a registered investment adviser and wholly owned subsidiary of Morningstar, Inc.

Morningstar and Lincoln are not affiliated. Morningstar acts as a fiduciary when providing Advisory Services to Plan participants. Lincoln provides ministerial services to administer Morningstar’s services, but at no time provides advice or takes discretion of Plan assets or Plan participant accounts.

Managed by You. “Managed by You” is an online advice service, a service made available to Plan participants through the Program at no additional cost to the Employer or Plan participants. Plan participants will have access to the Managed by You services online including, but not limited to personalized fund-specific investment recommendations, general education, and research tools, to help them make more informed decisions about managing their retirement accounts. Morningstar accepts a fiduciary role as investment advisor for its fund recommendations to participants.

Managed by Morningstar. “Managed by Morningstar” is a discretionary managed account service, an optional service made available to the Plan participants. Employer has decided to make Managed by Morningstar available to Plan participants. Plan participants who choose Managed by Morningstar shall execute a separate binding agreement with Morningstar and shall pay an additional fee for such service as provided below. The charges paid by Employer to Lincoln and Morningstar shall not be affected as a result of Plan participants utilizing the Managed by Morningstar service.

Plan participants who choose the Managed by Morningstar service will be deemed to delegate the responsibility for managing their retirement plan account to Morningstar for an additional annual management fee equivalent to 45 basis points (.45%) of the assets under management in their accounts (“Morningstar Fee”). This fee is divided between Morningstar and LRSC, as follows: Morningstar receives 25 basis points (.25%) for providing its investment advisory and account management services, while LRSC receives 20 basis points (.20%) to administer the Morningstar program. LRSC’s 20 basis points administrative fee is in no way related to the services provided by Morningstar. The basis point fee is debited, pro-rata, from the Plan participants’ accounts and will be disclosed to the Plan participants on their quarterly participant statement. Employer hereby directs LRSC to direct LFGTC to pay such fee, directs LRSC to reduce the appropriate participants’ accounts to reflect the payment of such fee, and directs LRSC to forward Morningstar’s investment advisory fee of 25 basis points (.25%) to Morningstar.

1.17 Participant-level Communications. Employer consents to the delivery by electronic means of all participant communications, disclosures etc., required by applicable law and delivered by LRSC on behalf of the Employer, including those communications required by ERISA or the Internal Revenue Code, as applicable, in a manner compliant with applicable laws or regulations relating to electronic delivery. Employer agrees to furnish LRSC with current email addresses for all active and eligible participants, and update such addresses as necessary and furnish updated addresses to LRSC.

1.18 Enrollment Services. LRSC will provide enrollment services for Plan participants to enroll into the Plan, including but not limited to providing paper enrollment forms to Plan participants or providing web access to Plan participants to enroll online. LRSC will not

Page 241 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 9 of 25
provide investment advice as part of its enrollment services. Employer, at its discretion, may allow for persons unaffiliated with Lincoln to provide enrollment services, provided that such unaffiliated persons or their employer have entered into an agreement with Employer to provide such enrollment services.

1.19 Record Retention. LRSC will maintain documents on matters for which disclosure is required by law for not less than six years after the date such documents should have been filed.

1.20 Mapped Plans. If applicable, Employer agrees to provide Lincoln with documentation of the amount of account values that will be transferred from another vendor and deposited with Lincoln.

1.21 Service Guarantees. LRSC agrees to provide service guarantees as set forth in Exhibit D, attached hereto. Should LRSC not meet its service obligation, LRSC shall pay the penalty as set forth in Exhibit D. In no event shall LRSC pay penalties for breaches of service guarantees as described in this Section 1.21 and Exhibit D in an amount exceeding five percent (5%) of its annual Recordkeeping Service fees each calendar year.

ARTICLE 2

FEES AND EXPENSES

2.1 Fees. Fees for the Recordkeeping Services shall be as set forth in Exhibit C attached hereto. Upon expiration of the Fee Commitment Period, as defined in Section

2.4, the parties may mutually agree to update the fees set forth in Exhibit C by amending Exhibit C.

Employer agrees that its agreements with LFGTC will provide for the payment of such fees from Plan assets. In the event Employer terminates this Service Agreement on a non-quarter end date, the fees will be prorated and assessed on the date the assets are distributed from the Program.

In addition to the fees noted above, Plan agrees to pay any increased costs of time and material if Lincoln is required to perform additional services or to meet accelerated or other Employer or Plan deadlines outside the ordinary course of services set forth in this Service Agreement. In addition, Plan agrees to pay Lincoln’s increased cost for reprocessing due to errors by Employer or the Plan. In addition, Plan agrees to pay LRSC’s actual unusual and extraordinary expenses not included in the fees described above, provided that Lincoln receives Employer’s approval before such expense is incurred. LRSC shall provide to the Employer an accounting of any such charges prior to any payment from the Plan.

In the event that the Investments selected by the Employer to fund its Plan impose a sales load due to the failure of a sufficient dollar amount being invested within a particular Investment within a specified amount of time as agreed to by Lincoln and the issuer of such Investment, the Parties agree that such sales load amounts will be paid by Plan.

Employer has reviewed those Investments’ prospectuses and additional information to the extent the Employer deems necessary, including provisions in information describing fees

Page 242 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 10 of 25
and charges that may be imposed if the Employer removes an Investment from the lineup or terminates this Service Agreement or if Plan participants engage in trading in an Investment subject to certain trade limitations (e.g. redemption fees).

2.2 Compensation. If applicable, Employer directs LRSC to direct the appropriate Lincoln affiliate to pay compensation set forth in Exhibit C to the broker dealer identified in Exhibit C.

2.3 Payment of Plan Expenses. The Plan permits the payment of administrative expenses and other legitimate expenses approved by the Plan from the respective Plan’s assets. It is the Employer’s obligation to determine whether a particular expense may be paid with Plan assets. The Employer specifically directs LRSC to direct LFGTC to pay the Plan expenses as set forth in this Service Agreement and to make such payments from the Plan only in such amounts and to such persons as specifically directed by the Employer. LRSC will rely on such instructions and makes no representation regarding the legality or appropriateness of the payments. Employer must notify LRSC of any change in the payment amounts or the payee of such amounts. Employer directs that all such expenses charged to the Plan are to be assessed against all the Plan participants’ accounts on a prorated basis, except if the Employer specifically identifies an account(s) against which such charges will be made (a “Plan Expense Account” – see below). If there are insufficient assets to cover applicable fees, LRSC will submit a bill to the Plan for the amount owed by the Plan. LRSC is, hereby authorized to direct LFGTC to liquidate any assets of the Plan as is necessary to cover such expenses. a. Establishment of Plan Expense Account. Pursuant to the terms of this Service Agreement, Employer establishes a Plan Expense Account for the Plan. The amounts deposited in the Plan Expense Account may include (1) fees received by LRSC from certain eligible Investments that exceed the LRSC fees set forth in Section 2.1, and (2) other amounts directed by Employer under this Service Agreement.

In situations in which the Employer directs LRSC to include the fee for a specified Plan expense in the price charged for establishing the Program, LRSC may deposit amounts to a Plan Expense Account at LFGTC to pay these Plan expenses or for such purposes as determined by the Employer. LFGTC will pay such fees to the appropriate provider as directed by the Employer. To the extent there are insufficient assets in the Plan Expense Account to cover applicable expenses, LRSC will submit a bill to the Plan for the amount owed by the Plan which shall be due within thirty (30) days after the invoice is received. Employer may pay the invoice or instruct LRSC to deduct charges pro rata from participant accounts calculated as a per head or asset-based fee. b. Funding of Plan Expense Account. If applicable, Employer instructs LRSC to instruct LFGTC to fund the Plan Expense Account as set forth in Exhibit C.

Any payments due from LRSC pursuant to the Service Level Agreement (Exhibit D) will be paid into the Plan Expense Account.

The Parties hereto acknowledge and agree that LRSC will utilize the resources of Lincoln affiliates in order to calculate the fees payable pursuant to this Service Agreement.

Page 243 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 11 of 25

2.4 Fee Commitment. Fees described in this Service Agreement will remain unchanged for the fee commitment period described in Exhibit C (“Fee Commitment Period”), unless (a) there are changes in the Program such that significant numbers of participants or amounts of balances are different or changed from the current structure, including the failure of participants to rollover or map into the Program as projected, (b) changes in the law cause significant changes to the Plan or the ability of LRSC to provide Recordkeeping Services, (c) the Plan is significantly changed by the Employer, including, but not limited to, any change in the Investments listed in Exhibit A, or (d) other changes to the Plan that may affect the pricing of the Plan, subject to mutual agreement between the parties. In the event any of these changes occur, LRSC may provide notice that the fee commitment provided herein has been revoked and may update the fee by amending Exhibit C as set forth in Section 4.13. Plan agrees to pay any actual incremental expenses that Lincoln incurs on behalf of the Plan or the Employer related to additional services requested by Employer after the Effective Date not included within the scope of this Agreement .

2.5 Transaction Fees. Employer directs LRSC to assess applicable fees set forth in Exhibit C.

ARTICLE 3

LIMITATION OF LIABILITY

3.1 In addition to any other remedies at law or in equity available to LRSC for breach of this Service Agreement by Employer, Employer will, except to the extent prohibited by applicable law, indemnify Lincoln, its officers, employees and agents from and against any and all damages, losses, costs, judgments, fines and expenses (including attorneys’ fees and disbursements) of any kind or nature (hereinafter in the aggregate the “Losses”) imposed on or incurred by Lincoln, its officers, employees and agents by reason of its or their participation in this Service Agreement, including any Losses arising out of any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the extent such Losses are the result of Employer or Plan’s intentional wrongdoing or its negligent actions or omissions.

As a condition of indemnification, (i) LRSC shall give Employer timely notice in writing of any potential Losses promptly after LRSC becomes aware of them; (ii) Employer shall at its option have sole control of the defense of such Losses; and (iii) LRSC shall cooperate with Employer in the defense of such Losses. Employer shall not be responsible for the settlement of any claim, demand or lawsuit related to the Losses without Employer’s written consent.

3.2 In addition to any other remedies at law or in equity available to the Employer for breach of this Service Agreement by LRSC, LRSC will indemnify Employer, its officers, employees and agents from and against any Losses imposed on or incurred by Employer, its officers, employees and agents by reason of its or their participation in this Service Agreement, including any Losses arising out of any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the extent such Losses are the result of LRSC’s intentional wrongdoing or its negligent actions or omissions. In addition, Lincoln will have no liability with respect to claims of breach of fiduciary duty for (i) the inclusion, exclusion, or deletion of Investments in the Program, (ii) monitoring of such Investments after the Employer’s selection of them as an

Page 244 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 12 of 25
investment option for the Plan, or (iii) providing the Recordkeeping Services unless otherwise required by law.

As a condition of indemnification, (i) Employer shall give LRSC timely notice in writing of any potential Losses promptly after Employer becomes aware of them; (ii) LRSC shall, at its option, have sole control of the defense of such Losses; and (iii) Employer shall cooperate with LRSC in the defense of such Losses. LRSC shall not be responsible for the settlement of any claim, demand or lawsuit related to the Losses without LRSC’s written consent.

ARTICLE 4

GENERAL PROVISIONS

4.1 Governing Law. This Service Agreement, including any attachments hereto, and the Manual and any attachments thereto will be governed by and interpreted under the laws of the State of California without regard to its conflicts of law.

4.2 Entire Agreement. This Service Agreement, including any attachments hereto and the Manual, including any attachments thereto, represent the entire agreement between LRSC and the Employer and is not intended as an agreement between, or to reflect the rights and responsibilities of, any other parties, other than the Parties as defined herein.

The Parties have read this Service Agreement, and have had the opportunity to review it with counsel of their choice, and agree to all of the terms of this Service Agreement. To the degree there are any ambiguities, the parties agree that they shall not be construed against the drafter.

4.3 Termination. This Service Agreement will remain in effect until terminated by either LRSC or the Employer upon at least 60 days’ written notice to the other; provided, however, that the Party being provided with notice of termination may waive the 60-day time period and agree to an earlier termination effective date.

4.4 Acknowledgment of Receipt. The Employer acknowledges receipt of the Manual and understands that the services referred to in this Service Agreement and Manual will be provided in accordance with the Service Agreement and Manual, unless LRSC agrees otherwise in writing.

4.5 Notices. Any notices that may be required under this Service Agreement will be in writing and either hand delivered, sent via a nationally recognized overnight delivery service with proof of delivery or mailed by certified mail, postage prepaid, addressed as follows:

If to Employer: The City Manager
City of Yuba City
1201 Civic Center Blvd
Yuba City, CA 95993
Phone: (530) 822-4610

If to LRSC: Officer/Head of Account Management
Lincoln Retirement Services Company, LLC
P.O. Box 7876

Page 245 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 13 of 25
Fort Wayne, IN 46801-7876
Phone: (260) 455-2230
Fax: (260) 455-3710
Either Party may effect changes to the information contained in this Section 4.5 by providing a written notification to the other Party.

4.6 Severability. Should any one or more of the provisions of this Service Agreement, including the Manual, or of any agreement entered into pursuant to this Service Agreement be determined to be invalid or unenforceable, a court will have the power to amend such provision to the extent necessary to make such provision valid and enforceable, and in any event all other provisions of this Service Agreement, including the Manual, and of each other agreement entered into pursuant to this Service Agreement will be given effect separately from the provision or provisions determined to be invalid or unenforceable and will not be affected thereby.

4.7 Headings. The heading of the sections, subsections and paragraphs of this Service Agreement have been inserted for convenience of reference only and do not constitute a part of this Service Agreement.

4.8 Successors and Assigns. All the terms and provisions of this Service Agreement will be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the Parties hereto, whether so expressed or not. This Service Agreement will not be assignable by any Party hereto without the written consent of the other Party, provided that LRSC may assign its obligations and rights to any of its affiliates without consent of Employer.

4.9 Counterparts. This Service Agreement may be executed in one or more counterparts, each of which when so executed will constitute an original and all of which together will constitute one and the same Service Agreement.

4.10 Force Majeure. Neither Party will be liable to the other for any delay or failure in performance caused by acts beyond the nonperforming Party’s reasonable control, including, without limitation, acts of God or public enemy, act of any military, civil, or regulatory authority, change in any law or regulation, fire, flood, tornado, earthquake, or storm, or other like event, disruption or outage of communications, power or other utility, labor strikes, or any other cause, whether similar or dissimilar to any of the foregoing, which could have not been prevented by the nonperforming Party with reasonable care.

Performance times will be considered extended for a period of time equivalent to the time lost because of such delay. The Party asserting a force majeure delay will have the obligation to notify the other Party promptly upon learning of the delay or the reasonable possibility of such delay and to use reasonable efforts to mitigate the effects of the delay.

4.11 Number and Gender. Whenever the singular number is used in this Service Agreement, the plural number will apply where required by the context. Whenever the plural number is used in this Service Agreement, the singular number will apply where required by the context. Whenever the male, female or neuter gender is used in this Service Agreement, the other genders will apply where required by the context.

Page 246 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 14 of 25

4.12 Waiver. The failure of either Party at any time or times to require performance of any provisions hereof will in no manner affect its right at a later time to enforce such provision and will not act as a waiver thereof.

4.13 Amendment. Employer and LRSC may agree to amend this Service Agreement by mutual written agreement.

IN WITNESS WHEREOF, the Parties have executed this Service Agreement on the ________, of __________________, 20____. (Date) (Month) (Yr)

LINCOLN RETIREMENT SERVICES CITY OF YUBA CITY

COMPANY, LLC
By: __________________________ By: ______________________ Ralph Ferraro Name of signer
Its: President Its: ______________________
Title of signer

Page 247 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 15 of 25

EXHIBIT A
Fees provided by Investments
Some of the Investments or the companies sponsoring the Investments provide fees for distribution and marketing services and shareholder accounting services. The following are such fees provided in Employer's Program. Although such fees are listed at specific amounts, they can change + or - 10 basis points (0.10%) based on LRSC's quarterly account procedures, allocation of expenditures, and provisions in LRSC's agreement with the fund company that manages the assets. These provisions can include different amounts of fees based on assets under management, breakpoints, or other provisions affecting LRSC's relationship with the Investment.

Lincoln Life Lincoln Stable Value Z696;
Revenue from stable value account: 0.000% on assets annually1 American Funds American Funds EuroPacific Growth FundA® Class R-6 (rergx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
BlackRock BlackRock High Yield Portfolio Fund Class K (brhyx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
DFA DFA U.S. Small Cap Portfolio Institutional Class (dfstx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
Dodge & Cox Dodge & Cox International Stock Fund Class X (doxfx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
1 The Lincoln Stable Value Account is a group fixed annuity issued by The Lincoln National Life Insurance Company, and, in New York, Lincoln Life and Annuity Company of New York, and their applicable affiliates (collectively referred to as "Lincoln"). The "revenue" stated for the Lincoln Stable Value Account is for pricing purposes. It is an amount that Lincoln is willing to credit toward part of the cost of services provided by Lincoln.

Assets placed in the Stable Value Account are invested by Lincoln. Lincoln pays investors in this account a credited interest rate. The method of crediting interest for the Stable Value Account is based on an external index. Lincoln attempts to invest the assets in the Stable Value Account in financial instruments that pay Lincoln more than the interest Lincoln pays out to investors and other costs incurred by Lincoln. These other costs include the cost of capital required for the interest guarantees, the cost to manage the fund, recordkeeping expenses, and other overhead. The larger the spread is (the lower the credited interest rate), the less income Lincoln needs from other sources, such as an asset charge, to pay for plan services. The credited interest and the resulting spread are negotiated at the time of the sale of the Program to the Plan. If the credited interest rate is set at a higher rate, an asset charge generally will be higher. Conversely, if the credited interest rate is set at a lower rate, the asset charge will generally be lower.

Page 248 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 16 of 25
Fidelity Fidelity 500 Index Fund (fxaix);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
JP Morgan JPMorgan Large Cap Growth Fund Class R6 (jlgmx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
MetWest TCW MetWest Total Return Bond Fund Plan Class (mwtsx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
MFS MFS Mid Cap Value Fund Class R6 (mvckx),
MFS Value Fund Class R6 (meikx);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
Touchstone Touchstone Mid Cap Growth Fund Class R6 (tfgrx); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually
Vanguard Vanguard Federal Money Market Fund Investor Shares (vmfxx), Vanguard FTSE Social Index Fund Admiral (vftax),
Vanguard Inflation-Protected Securities Fund Admiral Shares (vaipx), Vanguard Mid-Cap Index Fund Admiral Shares (vimax),
Vanguard Small-Cap Index Fund Admiral Shares (vsmax),
Vanguard Target Retirement 2020 Fund (vtwnx),
Vanguard Target Retirement 2025 Fund (vttvx),
Vanguard Target Retirement 2030 Fund (vthrx),
Vanguard Target Retirement 2035 Fund (vtthx),
Vanguard Target Retirement 2040 Fund (vforx),
Vanguard Target Retirement 2045 Fund (vtivx),
Vanguard Target Retirement 2050 Fund (vfifx),
Vanguard Target Retirement 2055 Fund (vffvx),
Vanguard Target Retirement 2060 Fund (vttsx),

Page 249 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 17 of 25
Vanguard Vanguard Target Retirement 2065 Fund (vlxvx),
Vanguard Target Retirement 2070 Fund (vsvnx),
Vanguard Target Retirement Income Fund (vtinx),
Vanguard Total Bond Market Index Fund Admiral Shares (vbtlx), Vanguard Total International Stock Index Fund Admiral Shares (vtiax); Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year Supplemental fees: 0.00% on assets annually

Page 250 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 18 of 25

EXHIBIT B
Ticker
Overall
Morningstar
Rating
Gross
Expense
Ratio*
Net
Expense
Ratio* YTD 1 Yr 3 Yr 5 Yr
10 Yr or
Since
Inception
Inception
Date
Morningstar US CIT Stable Value GR USD** 1.47 2.99 2.35 2.30 2.13 Lincoln Stable Value Account*** Z636 0.10 0.10 1.44 2.84 2.44 2.42 2.49 Money Market 0.40 2.48 5.07 2.85 1.92 1.27
Morningstar USD 1M Cash TR USD 2.72 5.47 3.17 2.21 1.59 Vanguard Federal Money Market Investor vmfxx 0 0.11 0.11 2.66 5.41 3.09 2.13 1.47 07/13/1981 % Rank Within Category - - - - -
# Funds Ranked In Category 632 614 577 537 424
Intermediate Core Bond 0.56 -0.28 3.05 -2.99 -0.15 1.26 Morningstar US Core Bd TR USD -0.59 2.56 -3.07 -0.26 1.30 Vanguard Total Bond Market Index Adm vbtlx ÙÙÙ 0.05 0.05 -0.62 2.76 -3.01 -0.20 1.33 11/12/2001 % Rank Within Category 71 59 43 47 41
# Funds Ranked In Category 469 459 433 406 346
Intermediate Core-Plus Bond 0.75 0.11 3.83 -2.81 0.20 1.49 Morningstar US Core Plus Bd TR USD -0.44 2.92 -2.84 -0.03 1.47 Metropolitan West Total Return Bd Plan mwtsx ÙÙÙ 0.37 0.37 -0.80 2.93 -3.52 -0.12 1.42 07/29/2011 % Rank Within Category 89 76 79 66 57
# Funds Ranked In Category 642 627 573 550 463
Inflation-Protected Bond 0.69 0.83 3.09 -1.37 1.51 1.44 Morningstar US TIPS TR USD 0.98 2.75 -1.36 1.94 1.83
Vanguard Inflation-Protected Secs Adm vaipx ÙÙÙÙ 0.10 0.10 0.81 2.73 -1.41 1.97 1.83 06/10/2005 % Rank Within Category 60 44 44 43 25
# Funds Ranked In Category 157 157 149 147 139
Target-Date Retirement 0.66 3.28 7.93 0.36 3.52 3.54
Morningstar Lifetime Mod Incm TR USD 3.47 8.47 0.86 4.37 4.02 Vanguard Target Retirement Income Fund vtinx ÙÙÙÙ 0.08 0.08 3.00 7.96 0.46 3.72 3.95 10/27/2003 % Rank Within Category 71 58 43 48 31
# Funds Ranked In Category 152 151 143 132 104
High Yield Bond 0.90 2.82 9.93 1.63 3.54 3.52
Morningstar US HY Bd TR USD 2.62 10.50 1.71 3.90 4.29
BlackRock High Yield Bond K brhyx ÙÙÙÙ 0.49 0.49 3.51 11.28 2.35 4.41 4.41 11/19/1998 % Rank Within Category 19 14 28 18 11
# Funds Ranked In Category 666 661 611 588 521
Target-Date 2020 0.61 4.29 9.37 0.79 4.93 4.98
Morningstar Lifetime Mod 2020 TR USD 3.48 8.48 -0.32 4.54 4.71 Vanguard Target Retirement 2020 Fund vtwnx ÙÙÙÙ 0.08 0.08 3.91 9.24 0.94 5.15 5.35 06/07/2006 % Rank Within Category 70 60 45 43 30
# Funds Ranked In Category 146 146 136 131 93
Target-Date 2025 0.66 4.70 10.02 0.97 5.45 5.35
Morningstar Lifetime Mod 2025 TR USD 3.80 9.03 -0.23 4.93 5.12 Vanguard Target Retirement 2025 Fund vttvx ÙÙÙÙ 0.08 0.08 5.11 11.02 1.51 6.12 6.03 10/27/2003 % Rank Within Category 35 23 24 29 14
# Funds Ranked In Category 208 207 197 180 144
Target-Date 2030 0.68 5.66 11.48 1.59 6.52 6.12
Morningstar Lifetime Mod 2030 TR USD 4.40 10.04 0.22 5.62 5.69 Vanguard Target Retirement 2030 Fund vthrx ÙÙÙÙ 0.08 0.08 6.00 12.39 2.07 6.95 6.58 06/07/2006 % Rank Within Category 41 28 28 35 20
# Funds Ranked In Category 211 210 199 176 138
Target-Date 2035 0.68 6.86 13.21 2.37 7.59 6.81
Morningstar Lifetime Mod 2035 TR USD 5.33 11.60 1.11 6.58 6.34 Vanguard Target Retirement 2035 Fund vtthx ÙÙÙÙ 0.08 0.08 6.87 13.52 2.65 7.77 7.12 10/27/2003 % Rank Within Category 58 47 32 44 38
# Funds Ranked In Category 207 206 191 175 140
Target-Date 2040 0.70 7.95 14.84 3.09 8.52 7.41
Morningstar Lifetime Mod 2040 TR USD 6.38 13.32 2.09 7.54 6.90 Vanguard Target Retirement 2040 Fund vforx ÙÙÙÙ 0.08 0.08 7.68 14.74 3.23 8.59 7.65 06/07/2006 % Rank Within Category 58 61 47 50 42
# Funds Ranked In Category 205 204 194 176 138
CITY OF YUBA CITY 6/30/2024
Morningstar Category
Index
Mutual Fund Name
Total Returns (%)
Please obtain performance data for the most recent month end by visiting www.Morningstar.com and requesting a quote using the appropriate ticker symbol. For the performance of collective trusts, please call 877-533-9710.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment returns and principal value will fluctuate so your account balance, when redeemed, may be worth more or less than your original cost. Current performance may be lower or higher than the performance data quoted.

Instances of high double-digit returns are highly unusual and cannot be sustained. Investors should be aware that returns vary due to market conditions. Fees and expenses reduce the assets allocated to your investment under the plan, ultimately lowering the net rate of return.

Page 251 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 19 of 25
Target-Date 2045 0.70 8.83 16.03 3.62 9.14 7.74
Morningstar Lifetime Mod 2045 TR USD 7.17 14.61 2.79 8.19 7.22 Vanguard Target Retirement 2045 Fund vtivx ÙÙÙÙ 0.08 0.08 8.48 15.81 3.78 9.40 8.12 10/27/2003 % Rank Within Category 66 65 46 42 35
# Funds Ranked In Category 202 201 191 175 140
Target-Date 2050 0.71 9.26 16.64 3.86 9.37 7.90
Morningstar Lifetime Mod 2050 TR USD 7.52 15.19 3.08 8.43 7.30 Vanguard Target Retirement 2050 Fund vfifx ÙÙÙÙ 0.08 0.08 9.05 16.63 4.15 9.68 8.26 06/07/2006 % Rank Within Category 65 56 36 38 29
# Funds Ranked In Category 203 202 192 176 138
Target-Date 2055 0.71 9.43 16.85 3.95 9.49 7.94
Morningstar Lifetime Mod 2055 TR USD 7.52 15.23 3.04 8.41 7.24 Vanguard Target Retirement 2055 Fund vffvx ÙÙÙÙ 0.08 0.08 9.03 16.61 4.15 9.67 8.24 08/18/2010 % Rank Within Category 68 63 40 43 34
# Funds Ranked In Category 202 201 191 175 134
Target-Date 2060 0.71 9.53 17.04 4.00 9.58 7.88
Morningstar Lifetime Mod 2060 TR USD 7.42 15.12 2.93 8.33 7.15 Vanguard Target Retirement 2060 Fund vttsx ÙÙÙ 0.08 0.08 9.04 16.60 4.16 9.68 8.23 01/19/2012 % Rank Within Category 69 66 41 45 50
# Funds Ranked In Category 201 200 190 167 15
Target-Date 2065+ 0.70 9.60 17.07 4.14 9.80 -
Morningstar Lifetime Mod 2060 TR USD 7.42 15.12 2.93 8.33 7.15 Vanguard Target Retirement 2065 Fund vlxvx ÙÙÙ 0.08 0.08 9.05 16.63 4.19 9.66 9.16 07/12/2017 % Rank Within Category 74 66 44 61 -
# Funds Ranked In Category 196 195 139 31 -
Target-Date 2065+ 0.70 9.60 17.07 4.14 9.80 -
Morningstar Lifetime Mod 2060 TR USD 7.42 15.12 2.93 8.33 7.15 Vanguard Target Retirement 2070 Fund vsvnx 0 0.08 0.08 9.03 16.65 - - 15.03 06/28/2022 % Rank Within Category 76 63 - - -
# Funds Ranked In Category 196 195 - - -
Foreign Large Blend 0.91 5.40 10.57 1.24 5.95 4.17
Morningstar Global xUS TME NR USD 5.70 11.80 0.87 5.86 4.03 Vanguard Total Intl Stock Index Admiral vtiax ÙÙÙ 0.12 0.12 5.13 10.96 0.34 5.75 4.02 11/29/2010 % Rank Within Category 58 50 70 59 56
# Funds Ranked In Category 743 737 692 662 518
Large Blend 0.78 12.64 21.37 7.97 13.28 11.23
Morningstar US Large-Mid TR USD 14.97 24.73 8.96 14.75 12.58 Fidelity 500 Index fxaix ÙÙÙÙÙ 0.02 0.02 15.28 24.56 10.00 15.03 12.85 05/04/2011 % Rank Within Category 26 32 20 18 8
# Funds Ranked In Category 1,461 1,427 1,323 1,238 1,057 Large Blend 0.78 12.64 21.37 7.97 13.28 11.23
Morningstar US Large-Mid TR USD 14.97 24.73 8.96 14.75 12.58 Vanguard FTSE Social Index Admiral vftax ÙÙÙÙ 0.14 0.14 15.53 26.17 8.81 15.27 13.38 02/07/2019 % Rank Within Category 24 19 44 15 4
# Funds Ranked In Category 1,461 1,427 1,323 1,238 1,057 Large Value 0.90 7.33 14.82 6.46 9.86 8.44
Morningstar US LM Brd Value TR USD 9.21 17.49 8.26 11.47 10.08 MFS Value R6 meikx ÙÙÙÙ 0.45 0.45 6.58 13.01 5.93 9.29 8.97 05/01/2006 % Rank Within Category 59 67 63 62 34
# Funds Ranked In Category 1,209 1,183 1,123 1,083 975
Foreign Large Value 0.97 4.03 10.87 3.65 6.13 3.25
Morningstar Gbl xUS Val TME NR USD 4.98 13.23 3.94 5.98 3.49 Dodge & Cox International Stock X doxfx ÙÙÙ 0.57 0.57 3.21 8.82 3.64 6.76 3.54 05/02/2022 % Rank Within Category 65 74 51 38 41
# Funds Ranked In Category 368 364 345 322 264
Foreign Large Growth 1.01 6.38 9.87 -2.28 6.16 5.36
Morningstar Gbl xUS Growth TME NR USD 6.32 10.19 -2.33 5.39 4.41 American Funds Europacific Growth R6 rergx ÙÙÙ 0.47 0.47 7.19 10.82 -2.46 6.05 5.25 05/01/2009 % Rank Within Category 38 38 54 52 45
# Funds Ranked In Category 405 403 393 368 306

Page 252 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 20 of 25
Mid-Cap Blend 0.90 5.57 13.23 3.41 9.43 8.19
Morningstar US Mid TR USD 5.25 12.74 3.14 10.07 9.69
Vanguard Mid Cap Index Admiral vimax ÙÙÙ 0.05 0.05 4.90 11.80 2.21 9.38 9.10 11/12/2001 % Rank Within Category 56 63 70 51 22
# Funds Ranked In Category 441 430 404 376 303
Large Growth 0.95 17.60 29.15 6.15 15.08 13.40
Morningstar US LM Brd Growth TR USD 20.53 31.68 8.68 17.17 14.78 JPMorgan Large Cap Growth R6 jlgmx ÙÙÙÙÙ 0.52 0.52 24.37 35.98 10.94 20.40 17.93 11/30/2010 % Rank Within Category 12 18 11 6 3
# Funds Ranked In Category 1,185 1,173 1,120 1,077 972
Mid-Cap Value 0.97 3.72 11.74 4.97 9.26 7.35
Morningstar US Mid Broad Value TR USD 4.88 13.19 5.51 9.43 8.67 MFS Mid Cap Value R6 mvckx ÙÙÙÙ 0.63 0.63 6.20 12.98 6.40 10.37 8.60 02/01/2013 % Rank Within Category 23 41 25 30 18
# Funds Ranked In Category 399 395 386 380 342
Mid-Cap Growth 1.08 5.80 12.49 -2.38 8.61 9.42
Morningstar US Mid Broad Growth TR USD 5.54 12.23 0.29 10.01 10.36 Touchstone Mid Cap Growth R6 tfgrx ÙÙÙÙ 0.91 0.91 1.93 9.93 0.27 9.24 10.29 02/10/2020 % Rank Within Category 75 66 29 41 30
# Funds Ranked In Category 534 533 524 497 458
Small Blend 0.98 2.25 10.40 0.88 8.14 7.07
Morningstar US Small Extended TR USD 1.26 10.05 -1.34 7.34 7.03 DFA US Small Cap I dfstx ÙÙÙÙ 0.28 0.28 2.11 11.66 3.23 9.89 7.97 03/19/1992 % Rank Within Category 46 33 24 22 22
# Funds Ranked In Category 609 602 581 564 484
Small Blend 0.98 2.25 10.40 0.88 8.14 7.07
Morningstar US Small Extended TR USD 1.26 10.05 -1.34 7.34 7.03 Vanguard Small Cap Index Adm vsmax ÙÙÙÙ 0.05 0.05 3.07 11.50 0.50 8.45 8.08 11/13/2000 % Rank Within Category 34 34 53 45 19
# Funds Ranked In Category 609 602 581 564 484
*If the performance for an investment option reports a difference between the gross expense ratio and net expense ratio, it is due to a contractual waiver that is set to expire within the next year.
**Hueler Stable Value Index performance is adjusted for investment management fees and revenue appropriate for your specific product. ***Lincoln performance is shown net of all investment management fees and revenue.

Page 253 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 21 of 25

EXHIBIT C
City of Yuba City Deferred Compensation Plan
Recordkeeping
Services Fee Type
Annual Fee
Amount
Quarterly Fee
Amount
Fee Paid By
Asset based 0.0500% 0.0125% Participant
Fee Detail
The fees for Recordkeeping Services described above will be an annualized rate of all assets. Employer hereby directs LRSC to direct LFGTC to pay LRSC such fee from the assets of the Plan. Further, the Employer directs LRSC to direct LFGTC to reduce participants’ accounts for the payment of such fee, subject to the following:
• The fee shall be paid on a quarterly basis in four (4) equal amounts, • The fee shall be charged on or before the 4th business day following calendar quarter end.
• A description of revenue received by LRSC is described in Exhibit A. • All revenue sharing generated by an Investment holding in a participant’s account is calculated for a calendar quarter and is allocated to participants on or before the 10th business day following calendar quarter end.
o LRSC will deduct an amount from the Plan Expense Account (as defined in Section 2.3) equal to the estimated amount of revenue deposited to the Plan Expense Account from each Investment for the previous quarter and allocate the amount to the accounts of participants with an account balance as of the end of the previous quarter in each Investment generating revenue.
 If a participant, that would otherwise have received a portion of this investment revenue no longer has an account in the plan, that participant’s share of the investment revenue will be reallocated to the remaining investment revenue generating, participant accounts pro rata.
o An individual participant’s allocation shall be calculated pro-rata based on the participant’s average daily balance for the previous quarter in each of the Investments that are the source of the revenue.
o Each individual participant eligible to receive an allocation under this paragraph shall receive the credit allocation on or before the 10th business day following calendar quarter end.
o The Employer hereby directs LRSC that all such allocations shall be designated as earnings using the current allocation.
o It is expressly understood by the parties that no revenue shall be allocated to the Plan for assets held in the Plan Expense Account. • In the event the Employer terminates this Service Agreement on a non-quarter end date, the fees will be prorated and assessed before the date the assets are distributed from the Program.

Page 254 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 22 of 25
Transaction Fee Amount per transaction
Loan fee N/A
SDBA fee N/A
Distribution fee (excluding Beneficiary
Payment; Disability Withdrawal and
RMD)
$40.00
Hardship fee N/A
In-Service Withdrawal fee (excluding
Unforeseeable Emergency)
$25.00
Installment Payments $25.00 setup; $2.00 monthly
QDRO fee $500.00
Transaction Fee Detail
LRSC shall have the right to deduct the participant level transaction fees referenced above. Unless otherwise specified, the Employer directs that all withdrawals will be assessed against participant Plan accounts and will be prorated across all investment options and sources.

Fee Commitment
The Fee Commitment Period will be a period of 5 years beginning as of the effective date of November 5, 2024, subject to the limits and restrictions set forth in Section 2.4.

Page 255 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 23 of 25

EXHIBIT D
Benchmark Amount at Risk
Phone
Plan sponsor services
response time: 4 hours $500 quarterly if standard is not met Participant services
response time: 70% within 40 seconds
$500 quarterly if standard is not met.

For the guarantee to be applicable,
there must be a minimum call volume of
150 calls per quarter.

Return all calls to plan
sponsor within: 24 hours $500 quarterly if standard is not met Return all calls to
participants within: 24 – 48 hours $500 quarterly if standard is not met Statements
Participant statements:
99% of statements will be made
available within 10 business days
after quarter end
$500 quarterly if standard is not met
Sponsor plan statement mail
time:

Lincoln does not provide a plan
sponsor statement; standard plan
level reporting is available online.

N/A
Participant online statement
posting:
99% of statements will be made
available within 10 business days
after quarter end
$500 quarterly if standard is not met
Sponsor online statement
posting:

Lincoln does not provide a plan
sponsor statement; standard plan
level reporting is available online.

N/A
Participant Services
Number of on-site individual
meetings:

Pricing includes four days annually.

These can be used as one-on-one
days or on-site group meetings.

Any day below four, we will refund $750
per day.

Number of on-site group
meetings:

Pricing includes four days annually.

These can be used as one-on-one
days or on-site group meetings.

Any day below four, we will refund $750
per day.

Financial planning services:

Pricing includes four days annually.

These can be used as one-on-one
days or on-site group meetings.

Any day below four, we will refund $750
per day.

Plan participation rate
increases:

Negotiated with plan sponsor based
on plan need and opportunity.
$500 annually if agreed upon rate is not
met
Deferral rate increases: Negotiated with plan sponsor based on plan need and opportunity.
$500 annually if agreed upon rate is not
met

Page 256 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 24 of 25
Transition
Timeline:
90 business days from receipt of all
in-good-order documents and
required transition information from
all parties.
$1,000 per implementation if standard
is not met
Deliverables:

We will guarantee that we will go live
within three business days of receipt
of all data in good order
$1,000 per implementation if standard
is not met
On-site meetings:

Pricing includes four days annually.

Some of these days can be used
during transition as one-on-one days
or on-site group meetings.

Any day below four, we will refund $750
per day.

Administration
Contribution posting:
99% of transactions processed same
day money received if received by
market close and all associated data is
in good order
$500 quarterly if standard is not met
Withdrawals processed:

Processed within two business days
following confirmation everything is
in good order.
$500 quarterly if standard is not met
Emergency withdrawals
processed:
99% accuracy – same business day, if
everything is in good order.

For the guarantee to be applicable,
there must be a minimum transaction
count of 100 per quarter. However, if
the same error occurs for two
consecutive quarters, Lincoln shall
pay the penalty for missing the
service obligations for the second
quarter in which Lincoln did not meet
its service obligations.

The cure period will stay intact for
over 100 transactions per quarter.
$500 quarterly if standard is not met
Rollovers/transfers out:
99% accuracy – same business day, if
everything is in good order.

The cure period will stay intact for
over 100 transactions per quarter.
$500 quarterly if standard is not met

Page 257 of 496 ends

City of Yuba City; 457(b); YUBA-001 Page 25 of 25
Loan processing (if
applicable):

Processed within 2 business days
following confirmation that it is in
good order.
$500 quarterly if standard is not met
Plan Sponsor Services
Report delivery:

Nondiscrimination testing within 6
weeks of plan year-end and upon
receipt of all applicable information
received in good order (does not
apply to Governmental plans)
Annual audit kit 10 business days
after request is received and upon
receipt of all applicable information in
good order (does not apply to
Governmental plans)
Form 5500 within 6 months of plan
year-end and upon receipt of all
applicable information received in
good order (does not apply to
Governmental plans)
$1,000 annually
$1,000 annually
$1,000 annually
Training: Based on plan sponsor need No penalty established Overall Satisfaction
Draft and distribute survey: Survey provided annually $500 if survey not conducted during the year
Satisfaction survey score: 85% $500 if the standard is not met

1. These standards are subject to final negotiation and only apply to the services processed by Lincoln Financial Group. Services the client performs online are not covered.

2. Total penalty will not exceed 5% of annual recordkeeping fees each calendar year.

3. If Lincoln does not meet its service obligations in any of the above standards within a calendar quarter, Lincoln shall be given an additional calendar quarter (the cure period) to cure its performance in that standard. If Lincoln meets the standard during this cure period, no penalty shall be paid for missing the service obligation. If Lincoln does not meet its service obligation for the standard in the cure period, Lincoln shall pay the penalty for the cure period as set forth above, but not for the initial calendar quarter in which Lincoln did not meet its service obligations. The cure period is not applicable to the conversion timeliness or annual service standards.

In no event shall Lincoln pay penalties for breaches of service guarantees as described above in an amount exceeding 5 percent (5%) of annual recordkeeping fees each calendar year.

Page 258 of 496 ends

0MRGSPR*MRERGMEP+VSYTMWXLIQEVOIXMRKREQIJSV0MRGSPR2EXMSREP'SVTSVEXMSRERHMXWEƾPMEXIW %ƾPMEXIWEVIWITEVEXIP]VIWTSRWMFPIJSVXLIMVS[RƼRERGMEPERHGSRXVEGXYEPSFPMKEXMSRW

%TTPMGEXMSRJSVKVSYTƼ\IHERRYMX]GSRXVEGX

! " # $ " " %
! $ " % ! & ! " ' ( ) % " # # $ * + % " ,
- . / 0 1 2 3 0 . 4 / 5 1 6 7 / 2 8 5
9 0 1 5 5 0 2 : : 1 5 7 7
- ; 0 < = 7 0 2 0 5 = > ; ?
- . / 0 1 2 3 0 / @ 8 A 5 1 B 2 C D E F G H H 5 3 0 ; I 5 : 2 0 5 J K K L M M L N N N N O ŵ ŵ P P
ŵ'SRXMRYIXSXLIRI\XTEKIJSV6)59-6)(WMKREXYVIW
Q R S T T U V W X Y U Z Z [ S \ Y ] Z ^ W \ Z _
` R S T T U V W X Y U Z Z [ S a T W ] _
b c 2 / / 2 8 5
G 8 ?
c . < 5 1 6 7 / 2 8 5
b
1 . : @ 3 0 3 . : 5 d 2 1 e 5 0 0 < ? 5 b c 2 / 3 . : 5 B < ? 5 . H ? c 2 / J f g h h i j h k j O
ŵ ŵ ŵ
D / 7 0 ; 0 @ 0 ; . / 2
c
ŵ ŴD / 0 5 1 8 5 : ; 2 1 <
l m n o
] W ] p p W Z S Z [
n V q Y ^ r _
s t u v w x y z x { w y | } z v x s ~
w

y y ~ ~ }
~ { t t z z t z v v v u w s x

¡ ¢ £ ¤ ¥ ¦ § ¨ ¦ © ¦ § ª « ¬ ¡ ® ¯ § ª ° ¨ MRXIRXXSHIJVEYHER]MRWYVERGIGSQTER]SVSXLIVTIVWSRƼPIWSVWYFQMXWERETTPMGEXMSRSVWXEXIQIRXSJGPEMQGSRXEMRMRKER]QEXIVMEPP]JEPWISVHIGITXMZIMRJSVQEXMSRSV GSRGIEPWJSVXLITYVTSWISJQMWPIEHMRKMRJSVQEXMSRGSRGIVRMRKER]JEGXQEXIVMEPXLIVIXSGSQQMXWEJVEYHYPIRXMRWYVERGIEGX[LMGLMWEGVMQIERHQE]WYFNIGXWYGLTIVWSR XSGVMQMREPERHGMZMPTIREPXMIW
{ y

%R]TIVWSR[LSORS[MRKP]TVIWIRXWEJEPWISVJVEYHYPIRXGPEMQJSVTE]QIRXSJEPSWWSVFIRIƼXSV[LSORS[MRKP]TVIWIRXWJEPWIMRJSVQEXMSRMR ERETTPMGEXMSRJSVMRWYVERGIMWKYMPX]SJEGVMQIERHQE]FIWYFNIGXXSVIWXMXYXMSRƼRIWSVGSRƼRIQIRXMRTVMWSRSVER]GSQFMREXMSRXLIVISJ { y w s
%R]TIVWSR[LSORS[MRKP]TVIWIRXWEJEPWISVJVEYHYPIRXGPEMQJSVTE]QIRXSJEPSWWSVFIRIƼXSVORS[MRKP] TVIWIRXWJEPWIMRJSVQEXMSRMRERETTPMGEXMSRJSVMRWYVERGIMWKYMPX]SJEGVMQIERHQE]FIWYFNIGXXSƼRIWERHGSRƼRIQIRXMRTVMWSR { ~

%R]TIVWSR[LSORS[MRKP]TVIWIRXWJEPWISVJVEYHYPIRXMRJSVQEXMSRXSSFXEMRSVEQIRHMRWYVERGIGSZIVEKISVXSQEOIEGPEMQJSVXLITE]QIRX SJEPSWWMWKYMPX]SJEGVMQIERHQE]FIWYFNIGXXSƼRIWERHGSRƼRIQIRXMRWXEXITVMWSR { ~
t x
%R]TIVWSR[LSORS[MRKP]ERH[MXLMRXIRXXSMRNYVIHIJVEYHSVHIGIMZIER]MRWYVERGIGSQTER]SVSXLIV TIVWSRƼPIWERETTPMGEXMSRJSVMRWYVERGISVWXEXIQIRXSJGPEMQGSRXEMRMRKER]QEXIVMEPP]JEPWIMRJSVQEXMSRSVGSRGIEPWJSVXLITYVTSWISJQMWPIEHMRKMRJSVQEXMSRGSRGIVRMRK ER]JEGXQEXIVMEPXLIVIXSGSQQMXWEJVEYHYPIRXMRWYVERGIEGX[LMGLMWEGVMQIERHQE]WYFNIGXWYGLTIVWSRXSGVMQMREPERHGMZMPTIREPXMIWƼRIWMQTVMWSRQIRXSVEHIRMEPSJ MRWYVERGIFIRIƼXW
{ }

~

;%62-2+
MXMWEGVMQIXSTVSZMHIJEPWISVQMWPIEHMRKMRJSVQEXMSRXSERMRWYVIVJSVXLITYVTSWISJHIJVEYHMRKXLIMRWYVIVSVER]SXLIV TIVWSR4IREPXMIWMRGPYHIMQTVMWSRQIRXERHSVƼRIW-REHHMXMSRERMRWYVIVQE]HIR]MRWYVERGIFIRIƼXWMJJEPWIMRJSVQEXMSRQEXIVMEPP]VIPEXIHXSEGPEMQ[EWTVSZMHIHF]XLI ETTPMGERX
{ {

%R]TIVWSR[LSORS[MRKP]ERH[MXLMRXIRXXSMRNYVIHIJVEYHSVHIGIMZIER]MRWYVIVƼPIWEWXEXIQIRXSJGPEMQSVERETTPMGEXMSRGSRXEMRMRKER] JEPWIMRGSQTPIXISVQMWPIEHMRKMRJSVQEXMSRMWKYMPX]SJEJIPSR]SJXLIXLMVHHIKVII {

%R]TIVWSR[LSORS[MRKP]ERH[MXLMRXIRXXSHIJVEYHER]MRWYVERGIGSQTER]SVSXLIVTIVWSRƼPIWSVWYFQMXWERETTPMGEXMSRSVWXEXIQIRXSJ GPEMQGSRXEMRMRKER]QEXIVMEPP]JEPWISVHIGITXMZIMRJSVQEXMSRSVGSRGIEPWJSVXLITYVTSWISJQMWPIEHMRKMRJSVQEXMSRGSRGIVRMRKER]JEGXQEXIVMEPXLIVIXSQE]FIKYMPX]SJ JVEYHEWHIXIVQMRIHF]EGSYVXSJPE[
{ t

%R]TIVWSR[LSORS[MRKP]SV[MPPJYPP]TVIWIRXWEJEPWISVJVEYHYPIRXGPEMQJSVTE]QIRXSJEPSWWSVFIRIƼXSV[LSORS[MRKP]SV[MPPJYPP]TVIWIRXW JEPWIMRJSVQEXMSRMRERETTPMGEXMSRJSVMRWYVERGIMWKYMPX]SJEGVMQIERHQE]FIWYFNIGXXSƼRIWERHGSRƼRIQIRXMRTVMWSR { z

%R]TIVWSR[LSMRGPYHIWER]JEPWISVQMWPIEHMRKMRJSVQEXMSRSRERETTPMGEXMSRJSVERMRWYVERGITSPMG]MWWYFNIGXXSGVMQMREPERHGMZMP TIREPXMIW
{ z t

%R]TIVWSR[LSORS[MRKP]TVIWIRXWEJEPWISVJVEYHYPIRXGPEMQJSVTE]QIRXSJEPSWWSVFIRIƼXSVORS[MRKP]TVIWIRXWJEPWIMRJSVQEXMSRMRER ETTPMGEXMSRJSVMRWYVERGIMWKYMPX]SJEGVMQIERHQE]FIWYFNIGXXSGMZMPƼRIWERHGVMQMREPTIREPXMIW ± ² ³ ´ µ ¶ ³ · ² ³ ¸ ³ ´ ² ¸ ¶ ¹ º µ » ¼ ½ º » ¾ ¿ À µ Á ¼ ¸ ³ Â ½ ½ Ã Ã · Ä Å À ² ¿ Â µ Æ Ç » È ¸ À ² ¿ Â É Ê Æ Ê º º Ê Ë À µ Á ¼ Ê ³ ¾ ¸ ¿ ² µ ³ Ì ¶ ¸ ³ Ì Í Å Í Ä µ Î Ï Ð Ñ Ò
· µ º ¿ Ó ¸ Â ³ Ê Ô Õ Ö × Ø Ð Ù Ú
Ð Ñ Ð Ú × Ø Û Ù Ñ Ø
À ² ¿ Â µ Æ Ç » È ¸ À ² ¿ Â É Ê Æ Ê º º Ê Ë À µ Á ¼ Ê ³ ¾ ¸ ¿ ² µ ³ Ì ¶ ¸ ³ À ² ¿ Â µ Æ Ç » È ¸ À ² ¿ Â
× Ü Ý × Ú Ú Ñ Þ × Ð Ú Ú Ù Ü Ò Ù Ò ×
ß Ø Þ Ø × Ü Ï â È ã ¹ µ ä Ç à Ä á Ý Ù Ù Ú

Page 259 of 496 ends

%TTPMGEXMSRJSVKVSYTƼ\IHERRYMX]GSRXVEGX
å < 7 ; æ / ; / æ A 5c . 4 = D 1 5 ? 1 5 7 5 / 0 0 . 0 ç 5 A 5 7 0 . H 8 < e / . 4c 5 : æ 5 0 ç 2 0 è y é ê ë ì í î í ë ï ð ê í é ñ ò ó î ð ë ô ð õ î ë ö ï ÷ ó ð ø ù í ó ô ð ê í ò î í ì ø ó ö ú ò ë û í ë ô ï ö ô ï í î ú ð ë ô ï ð ê í ø ñ ò ü ø ù ë ð ø ó ô ú ú ð ë ð í ï ý y é ë ñ ë ö ð ê ó î ø þ í ï ð ó ò ö î ù ê ë ú í ð ê ø ú ù ó ô ð î ë ù ð ó ô ÿ í ê ë ü ó ð ê í ò ü ë ô ý y é ð ê ø ú ù ó ô ð î ë ù ð ø ú ÿ í ø ô û ò ö î ù ê ë ú í ï ð ó ö ô ï ë ®

©

F

©

ó ì

SVER3XLIVTPERXLITYVGLEWITE]QIRXWEVIUYEPMƼIHYRHIVWIGXMSRW ®

©

F

©

ó ì

é

ó î ë ô ð ê í î ò ü ë ô

ë ú ë ò ò ü ø ù ë ÿ ü í

ó ð ê í é ô ð í î ô ë ü í ì í ô ö í ó ï í ó î ø ô ð ê í ó ò ø ô ø ó ô ó ñ ù ó ö ô ú í ü ý y
ó ð ê í ÿ í ú ð ó ñ ô ó ü í ï û í

ë ü ü ø ô ó î ñ ë ð ø ó ô ò î ó ì ø ï í ï ø ú ù ó ñ ò ü í ð í ë ô ï ë ù ù ö î ë ð í ý

!
"
#
$
% & " ' ( % )
"
- . / 0 1 2 3 0 . 4 / 5 1 6 7 . 1 2 @ 0 ç . 1 ; > 5 : 7 ; æ / 5 1 6 7 / 2 8 5 J * + j , i j * - . k / h - / N * j O - . / 0 1 2 3 0 . 4 / 5 1 6 7 . 1 2 @ 0 ç . 1 ; > 5 : 7 ; æ / 5 1 6 7 0 ; 0 c 5
- . / 0 1 2 3 0 . 4 / 5 1 6 7 . 1 2 @ 0 ç . 1 ; > 5 : 7 ; æ / 5 1 6 7 7 ; æ / 2 0 @ 1 5 E 2 0 5 J K K L M M L N N N N O P P
9 ; æ / 5 : 2 0 J f . / N 0 i / , / j O
" ) % (
" " ' " 1 " ( "

% 2 "
3 5 æ ; 7 0 5 1 5 : 1 5 ? 1 5 7 5 / 0 2 0 ; I 5 6 7 / 2 8 5 J * + j , i j * - . k / h - / N * j O 3 5 æ ; 7 0 5 1 5 : 1 5 ? 1 5 7 5 / 0 2 0 ; I 5 6 7 7 ; æ / 2 0 @ 1 5 E 2 0 5 J K K L M M L N N N N O P P
4 S Z U ^ ] Z [ n V q Y ^ r Z Y 5 Y U ^ ^ S Z n ^ S r S ] Z a T W ] ^ S a ^ S V S ] Z W Z n 6 S _ l m n o] W ] p p W Z S Z [ n V q Y ^ r 7 8 9 : ; < : = > ? @ _ { v

;%62-2+
%R]TIVWSR[LSORS[MRKP]ERH[MXLMRXIRXXSMRNYVIHIJVEYHSVHIGIMZIER]MRWYVIVQEOIWER]GPEMQJSVXLITVSGIIHWSJER MRWYVERGITSPMG]GSRXEMRMRKER]JEPWIMRGSQTPIXISVQMWPIEHMRKMRJSVQEXMSRMWKYMPX]SJEJIPSR] { v

%R]TIVWSR[LS[MXLMRXIRXXSHIJVEYHSVORS[MRKXLEXLIMWJEGMPMXEXMRKEJVEYHEKEMRWXERMRWYVIVWYFQMXWERETTPMGEXMSRSVƼPIWEGPEMQGSRXEMRMRKE JEPWISVHIGITXMZIWXEXIQIRXMWKYMPX]SJMRWYVERGIJVEYH { v

%R]TIVWSR[LSORS[MRKP]ERH[MXLMRXIRXXSHIJVEYHER]MRWYVERGIGSQTER]SVSXLIVTIVWSRƼPIWSVWYFQMXWERETTPMGEXMSRSVWXEXIQIRXSJGPEMQ GSRXEMRMRKER]QEXIVMEPP]JEPWISVHIGITXMZIMRJSVQEXMSRSVGSRGIEPWJSVXLITYVTSWISJQMWPIEHMRKMRJSVQEXMSRGSRGIVRMRKER]JEGXQEXIVMEPXLIVIXSQE]GSQQMXEJVEYHYPIRX MRWYVERGIEGX[LMGLQE]FIEGVMQIERHQE]FIWYFNIGXWYGLTIVWSRXSGVMQMREPERHGMZMPTIREPXMIW { u

%R]TIVWSR[LSORS[MRKP]ERH[MXLMRXIRXXSHIJVEYHER]MRWYVERGIGSQTER]SVSXLIVTIVWSRƼPIWERETTPMGEXMSRJSVMRWYVERGISVWXEXIQIRX ¦
A
¬ ® ª B
A
¦ ° ® ª ª « ® ¡ B ® ° £ ¤ ª ® ¬ ¬ ¡ ® ¬ ¥ £ ª ¦ ¤ B ® ° ª ¦ ¦ ¤ A
¦
A
£ ® ¬ ¥ ¦ ¤ ° ¨ £ ¢ C ¤ ¢ ¦ ¥ £ ¦

B ª ¥ ¬ £ ® ¯ ª « ª ¦ ¤ B ® ° ª ¦
A
¦
A
£ ¤ ª « ® ¡

®
A
° B ® ° £ ¤ ª ® ¬ ° ¨ £ ¤ £ ° ¦
A
¦ B B ª ° ¥ ®

¤ ® C ¯ C ¬ £ °
MRWYVERGIEGX[LMGLMWEGVMQIERHWYFNIGXWWYGLTIVWSRXSGVMQMREPERHGMZMPTIREPXMIW {

%R]TIVWSR[LSORS[MRKP]TVIWIRXWEJEPWIWXEXIQIRXMRERETTPMGEXMSRJSVMRWYVERGIQE]FIKYMPX]SJEGVMQMREPSJJIRWIERHWYFNIGXXSTIREPXMIW YRHIVWXEXIPE[
{

%R]TIVWSR[LS[MXLXLIMRXIRXXSHIJVEYHSVORS[MRKXLEXLIMWJEGMPMXEXMRKEJVEYHEKEMRWXERMRWYVIVWYFQMXWERETTPMGEXMSRSVƼPIWEGPEMQ GSRXEMRMRKEJEPWISVHIGITXMZIWXEXIQIRXQE]LEZIZMSPEXIHXLIWXEXIPE[ {

-XMWEGVMQIXSORS[MRKP]TVSZMHIJEPWIMRGSQTPIXISVQMWPIEHMRKMRJSVQEXMSRXSERMRWYVERGIGSQTER]JSVXLITYVTSWISJHIJVEYHMRKXLI GSQTER]4IREPXMIWMRGPYHIMQTVMWSRQIRXƼRIWERHHIRMEPSJMRWYVERGIFIRIƼXW - . / 0 1 2 3 0 . 4 / 5 1 6 7 . 1 2 @ 0 ç . 1 ; > 5
9 ; æ / 5 : 2 0 J f . / N i / , / j O
æ ? æ
D ¸ ¶ ¼ E · Ê º º ¸ º µ
Ì º Ê ¾ ² Ë Ê ³ ¿
Ù Ï Ú Ñ Ò Ù Ò ×
· µ º ¿ Ó ¸ Â ³ Ê Ô Õ Ö × Ø Ð Ù Ú
Ó ² ¶ ¶ ² ¸ Á F ´ ± ¸ º Ê ³
Ù Ï Ú Ñ Ò Ù Ò ×

Page 260 of 496 ends

Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates. Affiliates are separately responsible for their own financial and contractual obligations.

RPS7406 PAD-5468448-021523(2/23)

(Please give a copy of this notice to the Contractholder) The Lincoln National Life Insurance Company
1301 South Harrison St.

Fort Wayne, IN 46802
Service number: 800-234-3500
Out-of-State Verification Notice
By signing the application and accepting delivery of the enclosed entire Contract, the parties confirm that this Contract was principally negotiated, issued, and delivered in the state where the application was signed. Any communication pertaining to this Contract also occurred in the state where the application was signed.

If the above statement is not accurate, in its entirety, please contact Us at the Service number shown above.

Page 261 of 496 ends

Page 1 of 3 ends

GB06714 Last updated: 10/23
LCN-6011436-101023
Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates.

Lincoln Financial Group® Privacy Practices Notice
What Does Lincoln Financial Group Do with Your Personal Information? The Lincoln Financial Group companies* are committed to protecting your privacy. To provide the products and services you expect from a financial services leader, we must collect personal information about you. This Notice describes our current privacy practices. While your relationship with us continues, we will update and send our Privacy Practices Notice as required by law.

Even after that relationship ends, we will continue to protect your personal information. You do not need to take any action because of this Notice, but you do have certain rights as described below.

We are committed to the responsible use of information and protecting individual privacy rights. As such, we look to leading data protection standards to guide our privacy program. These standards include collecting data through fair and lawful means, such as obtaining your consent when appropriate.

Financial companies choose how they share your personal information. Federal and state law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information.

Please read this carefully to understand what we do.

Information We May Collect and Use
We collect personal information about you:
• to help us identify you as a consumer, our customer or our former customer; • to process your requests and transactions;
• to offer investment, insurance, retirement and other financial services to you; • to pay your claim;
• to analyze in order to enhance our products and services; • to tell you about our products or services we believe you may want and use; and • as otherwise permitted by law.

The types of personal information we collect depend on your relationship and on the products or services you request and may include the following:
• Information from you: When you submit your application or other forms, you give us information such as your name; address; Social Security number; your financial health; and employment history. We may also collect voice recordings or biometric data for use in accordance with applicable law. • Information about your transactions: We maintain information about your transactions with us, such as the products you buy from us; the amount you paid for those products; your account balances; payment details; and your payment and claims history.
• Information from outside our family of companies: If you are applying for or purchasing insurance products, we may collect information from consumer reporting agencies, such as your credit history; credit scores; and driving and employment records. With your authorization, we may also collect information (such as medical information, retirement information, and information related to Social Security benefits), from other individuals or businesses. • Information from your employer: If your employer applies for or purchases group products from us, we may obtain information about you from your employer or group representative to enroll you in the plan.

When you are no longer our customer, we continue to share your information as described in this notice.

How We Share and Use Your Personal Information
We may share your personal information within our companies and with certain service providers. They may use this information:
• to process transactions you, your employer, or your group representative have requested; • to provide customer service;
• to analyze in order to evaluate or enhance our products and services; • to gain customer insight; to provide education and training to our workforce and customers; and/or • to inform you of products or services we offer that you may find useful.

Page 262 of 496 ends

Page 2 of 3 ends

GB06714 Last updated: 10/23
LCN-6011436-101023
Our service providers may or may not be affiliated with us. Affiliates are companies related by common ownership or control.

Nonaffiliates are companies not related by common ownership or control. They include:
• Financial service providers: third party administrators; broker-dealers; insurance agents and brokers; registered representatives; reinsurers and other financial services companies with which we have joint marketing agreements.

A joint marketing agreement is a formal agreement between nonaffiliated financial companies that together market financial products or services to you. Our joint marketing partners include, but are not limited to, insurance providers and financial technology solutions.
• Non-financial companies and individuals: consultants; vendors; and companies that perform marketing services on our behalf.

Information we obtain from a report prepared by a service provider may be kept by the service provider and shared with other persons; however, we require our service providers to protect your personal information and to use or disclose it only for the work they are performing for us, or as permitted by law. We may execute agreements with our service providers that permit the service provider to process your personal information outside of the United States, when not prohibited by our contracts and permitted by applicable law.

When you apply for one of our products:
• We may share information about your application with credit bureaus. • We may provide information to group policy owners or their designees (for example, to your employer for employersponsored plans and their authorized service providers). • We may provide information to regulatory authorities, law enforcement officials, and to other nonaffiliated or affiliated parties as permitted by law.
• In the event of a sale of all or part of our businesses, we may share customer information with the acquiror as part of the sale.
• We do not sell or release your information to outside marketers who may want to offer you their own products and services unless we receive your express consent; nor do we release information we receive about you from a consumer reporting agency.

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Lincoln chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information Does Lincoln share? Can you limit this sharing?
For our everyday business purposes—such as to process
your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No
For our marketing purposes—to offer our products and
services to you
Yes No
For joint marketing with other financial companies Yes No For our affiliates’ everyday business purposes—information about your transactions and experiences
Yes No
For our affiliates’ everyday business purposes—information about your creditworthiness
No We Don’t Share
For our affiliates to market to you No We Don’t Share
For nonaffiliates to market to you Yes Yes
(We don’t share unless
we receive your express
consent)
Federal law gives you the right to limit only:
• sharing for our affiliates’ everyday business purposes – information about your creditworthiness; • sharing for our affiliates to market to you; and
• sharing for nonaffiliates to market to you.

Page 263 of 496 ends

Page 3 of 3 ends

GB06714 Last updated: 10/23
LCN-6011436-101023
State laws and individual companies may give you additional rights to limit sharing. California residents can review our California Privacy Notice located at https://www.lincolnfinancial.com/public/general/privacy/californiaprivacynotice.

Security of Information
We have an important responsibility to keep your information safe. We use safeguards to protect your information from unauthorized disclosure. To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Our employees are authorized to access your information only when they need it to perform their job responsibilities. Employees who have access to your personal information are required to keep it confidential. Employees are required to complete privacy training annually.

Your Rights Regarding Your Personal Information
This Privacy Notice describes how you can exercise your rights regarding your personal information. Lincoln complies with all applicable laws and regulations regarding the provision of personal information. The rights provided to you in this Privacy Notice will be administered in accordance with your state’s specific laws and regulations.

Access to personal information: You must submit a written request to receive a copy of your personal information. You may see your personal information in person, or you may ask us to send you a copy of your personal information by mail or electronically, whichever you prefer. We will need to verify your identity before we process the request. Within 30 business days of receiving your request, we will, depending on the specific request you make, (1) inform you of the nature and substance of the recorded personal information we have about you; (2) permit you to obtain a copy of your personal information; and (3) provide the identity (if recorded) of persons to whom we disclosed your personal information within two years prior to the request (if this information is not recorded, we will provide you with the names of those insurance institutions, agents, insurance support organizations or other persons to whom such information is normally disclosed). If you request a copy of your information by mail, we may charge you a fee for copying and mailing costs.

Changes to personal information: If you believe that your personal information is inaccurate or incomplete, you may ask us to correct, amend, or delete the information. Your request must be in writing and must include the reason you are requesting the change. We will respond within 30 business days from the date we receive your request.

If we make changes to your records as a result of your request, we will notify you in writing and we will send the updated information, at your request, to any person who may have received your personal information within the past two years. We will also send the updated information to any insurance support organization that gave us the information and any insurance support organization that systematically received personal information from us within the prior 7 years unless that support organization no longer maintains your personal information.

If we deny your request to correct, amend, or delete your information, we will provide you with the reasons for the denial. You may write to us and concisely describe what you believe our records should say and why you disagree with our denial of your request to correct, amend, or delete that information. We will file this communication from you with the disputed information, identify the disputed information if it is disclosed, and provide notice of the disagreement to the recipients and in the manner described in the paragraph above.

Basis for adverse underwriting decision: You may ask in writing for the specific reasons for an adverse underwriting decision.

An adverse underwriting decision is where we decline your application for insurance, offer to insure you at a higher than standard rate, or terminate your coverage.

Your state may provide for additional privacy protections under applicable laws. We will protect your information in accordance with these additional protections.

If you would like to exercise your rights regarding your personal information, please provide your full name, address and telephone number and either email your inquiry to our Data Subject Access Request Team at [email protected] or mail to: Lincoln Financial Group, Attn: Corporate Privacy Office, 1301 South Harrison St., Fort Wayne, IN 46802. The [email protected] email address should only be used for inquiries related to this Privacy Notice.

For general account service requests or inquiries unrelated to this Privacy Notice, please call 1-877-ASK-LINC. *This information applies to the following Lincoln Financial Group companies:

First Penn-Pacific Life Insurance Company Lincoln Life Assurance Company of Boston Lincoln Financial Distributors, Inc. Lincoln Retirement Services Company, LLC Lincoln Financial Group Trust Company, Inc. Lincoln Variable Insurance Products Trust Lincoln Financial Investments Corporation (formerly The Lincoln National Life Insurance Company Lincoln Investment Advisors Corporation) Lincoln Financial Insurance Agency Incorporated Lincoln Life & Annuity Company of New York

Page 264 of 496 ends

Lincoln National Corporation
150 N. Radnor-Chester Road
Radnor, PA 19087-5221
www.LincolnFinancial.com
Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates. Certain affiliates act as the administrative agent for CIGNA Life Insurance Company and Connecticut General Life Insurance Company.

LCN-4152324-011122 Page 1 of 2
Continuity Plan Summary
Lincoln National Corporation (“LNC”) headquartered in Radnor, PA, is the parent corporation of, among others, The Lincoln National Life Insurance Company, First Penn-Pacific Life Insurance Company, and Lincoln Life & Annuity Company of New York. LNC’s subsidiaries have offices located in Atlanta, GA; Boston, MA; Charlotte, NC; Fort Wayne, IN; Greensboro, NC; Hartford, CT; Omaha, NE; Philadelphia, PA; Phoenix, AZ; Radnor, PA; Dover, NH; and Syracuse, NY. Lincoln Financial Advisors Corporation, Lincoln Financial Distributors, Inc., and Lincoln Financial Securities Corporation have business locations throughout the USA. Unless the context otherwise implies, as used herein LNC refers to LNC and its subsidiaries.

LNC is committed to safeguarding the interests of its clients and customers in the event of an emergency or significant business disruption ("SBD"). LNC’s broad business continuity strategy is designed to enable LNC to meet its existing obligations to its clients and customers in the event of an emergency or SBD by safeguarding employees and property, making a financial and operational assessment, recovering, and resuming operations, protecting LNC’s books and records, and allowing customers to conduct business.

Business Continuity Planning
LNC has a documented corporate policy requiring each Business Unit to develop a business continuity plan. In support of this policy, LNC’s Business Resilience area has the full-time responsibility of coordinating the development, testing and maintenance of all LNC Business Continuity Plans. Business Resilience determines and drives appropriate strategies for the development of a resilient business environment with formal systematic processes with auditable controls that enforces the corporate policy on continuity.

LNC’s Business Continuity Plans address advance preparations and actions to be taken in response to disruptions of various magnitudes. The Business Continuity Plans address the potential impact of varying risks of disruptions to LNC employees, equipment, computer and telecommunications systems, and office facilities. While it is impossible to anticipate every type of disruption that could affect LNC’s businesses, LNC takes an ‘all hazards’ approach to planning which encompasses reduction in workforce, loss of facility and loss of data.

Crisis Management
Local crisis management teams are in place in all LNC locations. These local crisis teams are charged with recording and managing any potential or actual crisis at the site from the time a situation occurs to the resolution of the incident and resumption of normal business operations.

Backup and Recovery
With the use of a co-located alternate Disaster Recovery data center solution LNC maintains back-up systems and power supplies that allow critical computer and telecommunications systems and facility functions to be maintained in the event of significant business disruption("SBD"). The duration of the disruption will depend on the nature and extent of the emergency or SBD.

In the event of an SBD, where it is not possible to conduct business from one of LNC’s offices, the company will utilize work from home solutions as well as the use of alternate sites equipped with resources to support critical business operations.

LNC’s Business Continuity Plans are reviewed as necessary, and at least annually, to ensure they account for technology, business, operations, structure, or location.

Page 265 of 496 ends

LCN-4152324-011122

Page 2 of 2 ends

Continuity Plan Summary
Critical Infrastructure and Application Testing
LNC’s testing strategy incorporates the use of a Business Impact Analysis (“BIA”) for developing enterprise-wide and Information Technology (“IT”) Disaster Recovery (“DR”) testing strategies. The strategy identifies key roles and responsibilities and establishes the minimum requirements for testing, including baseline requirements for frequency, objectives, and reporting test results. It also drives the requirements for creating and updating Disaster Recovery Plans and Validation Recovery documentation. Testing allows for the evaluation of the level of preparedness that exists in our environment and supports recommendations for resources and funding needed for compliance with applicable federal laws and regulations.

Lincoln completes scheduled annual testing focused on pre-defined parts of critical infrastructure. Tests are designed to establish and/or validate recovery time objectives. Additional tests are done periodically to recover individual applications based on criticality.

As an example, the scope of the tests may include:
• Evaluation of infrastructure (ex: computers, network, hardware) to demonstrate the anticipated operation of the components and system. Tests are often performed as part of normal operations and maintenance. Disaster Recovery tests are often included within these exercises. • Operational readiness testing (“ORT”) is used to conduct operational readiness (pre-release) of a product, service, or system and/or physical infrastructure (ex: building systems, generators, utilities). ORT may include checking the backup/restore facilities, IT disaster recovery procedures, maintenance tasks and periodic check of security vulnerabilities. • Activities performed to evaluate a plan relative to specified objectives or measurement criteria.

Page 266 of 496 ends

GAN-GRP-NH-NOTICE-P/C Page 1 of 2 (11/21)

SUMMARY OF THE NEW HAMPSHIRE LIFE AND HEALTH INSURANCE
GUARANTY ASSOCIATION ACT of 2019 (RSA 408-F) (the Act)
AND

NOTICE CONCERNING COVERAGE AND LIMITATIONS
SUMMARY:

This notice provides a brief summary of the purpose of the New Hampshire Life and Health Insurance Guaranty Association (Association) and the protection it provides for policyholders. This safety net was created under New Hampshire law, which determines who and what is covered and the amounts of coverage. This summary does not cover all provisions of the law and it does not in any way change one’s rights or obligations under the Act or the rights or obligations of the Association.

The Association was established to provide protection in the unlikely event that your life, annuity, or health insurance company becomes financially unable to meet its obligations and is taken over by its insurance department. If this should happen, the Association will typically arrange to continue coverage and pay claims, in accordance with New Hampshire law, with funding from assessments paid by other insurance companies, including health maintenance organizations (HMOs).

DISCLAIMER:

The Association may not cover your policy or contract or, if coverage is available, it may be subject to substantial limitations and exclusions and conditioned on continued residence in the state. This protection is not a substitute for consumers’ care in selecting companies that are well managed and financially stable and consumers should not rely on coverage under this Act when selecting an insurer or HMO. The valuable protection through the Guaranty Association is not unlimited.

COVERAGE:

Generally, individuals will be protected by the New Hampshire Life and Health Insurance Guaranty Association if they live in this state and hold a life or health insurance policy or an annuity contract, or if they are insured under a group insurance contract, issued by a member insurer. The beneficiaries, assignees or payees of insured persons are protected as well, even if they live in another state.

Coverage provided under the current, amended Act may be different from coverage provided prior to 2020, as coverage is determined by the governing Act in effect on the date that the Association becomes obligated.

BASIC LIMITS ON AMOUNT OF COVERAGE:

The Act limits the amount the Association is obligated to pay. The Association cannot pay more than what the insurance company would owe under a policy or contract.

The basic protections provided by the Association are limited to:
• Life Insurance
• $300,000 in death benefits
• $100,000 in cash surrender and withdrawal values
• Health Insurance
• $500,000 for health benefit plans (see definition below) • $300,000 in disability (income) insurance benefits
• $300,000 in long-term care insurance benefits
• $100,000 in other types of health insurance benefits
• Annuities
• $250,000 in the present value of annuity benefits, including net cash surrender and net cash withdrawal values

Page 267 of 496 ends

GAN-GRP-NH-NOTICE-P/C Page 2 of 2 (11/21)
With respect to any one life, the Association will pay a maximum of $300,000 no matter how many policies and contracts there were with the same company, even if they provided different types of coverages, except with respect to benefits for basic hospital, medical and surgical insurance and major medical insurance, in which case the aggregate liability of the Association shall not exceed $500,000 with respect to any one individual. “Health benefit plan” is defined in RSA 408-F:4,VI and generally includes hospital or medical expense policies, contracts or certificates, or HMO subscriber contracts that provide comprehensive forms of coverage for hospitalization or medical services, but excludes policies that provide coverages for limited benefits (such as dental-only or vision-only insurance), Medicare Supplement insurance, disability income insurance and long-term care insurance.

Benefits provided by a long-term care (LTC) rider to a life insurance policy or an annuity contract shall be considered the same type of benefits as the base life insurance policy or annuity contract to which it relates.

NOTE: Certain policies and contracts may not be covered or may not be fully covered. For example, coverage does not extend to a portion(s) of a policy or contract that the insurer does not guarantee, such as certain investment additions to the account value of a variable life insurance policy or a variable annuity contract.

Insurance companies or their agents are required by law to give or send you this notice. However, insurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy.

This information is provided by:

New Hampshire Life and Health Insurance Guaranty Association 12 Brick Mill Road, Unit A
Bedford, NH 03110
(603) 472-3734
www.nhlifega.org
New Hampshire Department of Insurance
21 South Fruit Street, Suite 14
Concord, NH 03301
(603) 271-2261
www.nh.gov/insurance/

Page 268 of 496 ends

EXC-NH-P/C Page 1 of 2 (11/21)

THIS POLICY OR A PORTION OF THIS POLICY IS NOT

OR MAY NOT BE COVERED BY THE

NEW HAMPSHIRE LIFE AND HEALTH INSURANCE

GUARANTY ASSOCIATION
EXCLUSIONS FROM COVERAGE:

The following are not covered by the New Hampshire Life and Health Insurance Guaranty Association:
• any policy or portion of a policy or contract not guaranteed by the insurer or under which the risk is borne by the policy holder or contract holder; • any policy or contract of reinsurance, unless assumption certificates have been issued;
• interest rate guarantees that exceed certain statutory limitations; • any plan or program of an employer, association, or similar entity to provide life, health, or annuity benefits to its employees or members to the extent that the plan orprogram is self-funded or uninsured, including, but not limited to, benefits payable by an employer, association, or similar entity;
• dividends, experience rating credits, or fees for services in connection with a policy; • any policy or contract issued in this state by an insurer at a time when it was not licensed or authorized to do business in New Hampshire; • any unallocated annuity contract issued to an employee benefit plan protected underthe federal Pension Benefit Guaranty Corporation;
• any portion of any unallocated annuity contract which is not issued to or in connection with a specific employee, union, or association or natural persons benefitplan or a government lottery;
• any portion of a policy or contract to the extent that the required assessments are preempted by federal or state law;
• interest or changes in value determined by an index or other external reference but which have not been credited or which a policy or contract owner’s rights are subjectto forfeiture; • a policy or contract providing any hospital, medical, prescription drug or other healthcare benefits pursuant to Medicare Part C and D; or Medicaid; • structured settlement annuity benefits that have been transferred in a structured settlement factoring transaction.

NOTICE CONCERNING EXCLUSIONS FROM COVERAGE

UNDER THE

NEW HAMPSHIRE LIFE AND HEALTH INSURANCE
GUARANTY ASSOCIATION ACT OF 2019
R.S.A. 408-F

Page 269 of 496 ends

EXC-NH-P/C Page 2 of 2 (11/21)
Insurance companies or their agents are required by law to give or send you this notice.

However, insurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy.

Also, you may not be protected by this Association if:
• you are not a resident of the state of New Hampshire, except in certain specific instances;
• you are eligible for protection under the laws of another state; • your policy was issued by a nonprofit hospital or medical service organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company or any entity that operates on an assessment basis, an insurance exchange, or any entity similar to any of the above.

Page 270 of 496 ends

Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates.

AN-700 (03/21) NH Alliance 2021
The Lincoln National Life Insurance Company
(the “Company”)
Service Office:

Fort Wayne, IN
800-234-3500
A Stock Company

GROUP ANNUITY CONTRACT
The Lincoln National Life Insurance Company agrees to provide the benefits and other rights in accordance with the terms of this Contract.

This Contract is delivered in the jurisdiction of and is governed by the laws of New Hampshire.

UNALLOCATED

GROUP FIXED ANNUITY CONTRACT

NONPARTICIPATING
President Secretary

Page 271 of 496 ends

AN-700 (03/21) 2 Alliance 2021

TABLE OF CONTENTS

ARTICLE PAGE
CONTRACT SPECIFICATIONS 3-3c
ARTICLE 1 – DEFINITIONS 4
ARTICLE 2 – PURPOSE OF CONTRACT 6
ARTICLE 3 – FUNDING 6
ARTICLE 4 – WITHDRAWALS 7
ARTICLE 5 – ANNUITY OPTIONS 9
ARTICLE 6 – CONTRACT TERMINATION 10
ARTICLE 7 – GENERAL PROVISIONS 11
ARTICLE 8 – ANNUITY PURCHASE RATES 13

Page 272 of 496 ends

AN-700-CS (03/21) 3 Alliance 2021
Contract Specifications
CONTRACT NUMBER: 898146+096
CONTRACT OWNER: Lincoln Financial Group Trust Company TTEE FBO City of Yuba City Deferred Compensation Plan
EFFECTIVE DATE: November 5, 2024
EMPLOYER: City of Yuba City
PLAN: City of Yuba City Deferred Compensation Plan

INTEREST RATE
Interest will be credited daily to the Contract Owner Account so that when compounded and accrued yields at least the effective annual interest rate. The effective annual interest rate will equal the greater of the two rates shown below.
a. GUARANTEED MINIMUM INTEREST RATE (GMIR): 1.00% for all years b. DECLARED INTEREST RATE: declared and made available reasonably in advance of each six-month period (January to June and July to December)

GENERAL ACCOUNT
Contributions and interest become part of the general assets of the Company.

ADDITIONAL PARTICIPANT INITIATED WITHDRAWAL LIMITATIONS (see Section 4.01) Participant initiated withdrawals to a Competing Fund will not be permitted. In addition, withdrawals will not be permitted for 90 days after a transfer from any other investment option in the Plan to a Competing Fund.

Finally, if a withdrawal from this Contract is allowed for a Participant, transfers thereafter from any other investment option in the Plan to a Competing Fund will not be permitted for 90 days. These restrictions apply at the Participant level and will continue to apply to transfers made up to and including the Contract Termination Date.

Competing Fund - An investment option which has similar investment objectives, duration or market volatility as this Contract including but not limited to fixed accounts of annuities, money market funds, shortterm bond funds, short-term lifecycle funds or any other fund with similar investment objectives, duration or market volatility. Such investment options will also include individual brokerage accounts and all investment options except those where we have agreements in place with the benefit plan platform provider to manage compliance with competing fund restrictions outlined in the Contract.

Page 273 of 496 ends

AN-700-CS (03/21) 3a Alliance 2021
CONTRIBUTION LIMITS: We may prohibit new Contributions to this Contract, provided you are given at least 180 days advance notice during which time you may reject this change by terminating as outlined in Section 6.01.

PAYMENT OPTIONS UPON CONTRACT TERMINATION
a. Book Value Installment Option
Under this option, the value of Contract Owner Account will be paid in 6 payments to the Contract Owner beginning with the Payout Initiation Date. The timing and percentage of each installment payment will be as indicated in the following schedule:

Transaction Dates Percentage Eligible For Payment
Payout Initiation Date
First anniversary of the Payout Initiation Date
Second anniversary of the Payout Initiation Date
Third anniversary of the Payout Initiation Date
Fourth anniversary of the Payout Initiation Date
Fifth anniversary of the Payout Initiation Date
20% of the balance on such date
20% of the balance on such date
25% of the balance on such date
33% of the balance on such date
50% of the balance on such date
100% of the balance on such date
Withdrawals made while payments are being made under this option are allowed or restricted according to the provisions in Section 4.01 and 4.02. Following the Payout Initiation Date, We will reduce the Declared Interest Rate to the GMIR. If the value of the Contract Owner Account is less than $1,000, the entire amount may be paid in the first installment.
b. Market Value Payment Option
Under this option, the value of the Contract Owner Account on the Contract Termination Date as modified by a Market Value Adjustment will be paid in a lump sum on the first business day after the Contract Termination Date to the Plan trustee or other party designated by you. We will determine the amount payable as follows:

The Market Value Adjustment will equal the product of the value of the Contract Owner Account as of the Contract Termination Date and a multiplier which is the Market Value Factor minus 1.00.

The Market Value Factor is the lesser of 1.00 and the ratio of:

Current Bond Price
Par Value of that Bond
We will calculate the Current Bond Price to equal the price of a bond as described below:

1. issued with a maturity of 6.5 years and semiannual coupons equal to the par value multiplied by the interest rate in number 2. The amount of the semiannual coupons will be equal to the par value multiplied by 50% of the interest rate in number 2;

2. bearing interest at the 5 year average of the Bloomberg U.S. Aggregate Bond Index yield to worst as of the most recent month end prior to the Payout Initiation Date, however, if the Contract has been in force for less than 2 years, the average yield will be computed over a period not greater than the number of full calendar months that the Contract has been in force; and

3. determining the present value of the coupons and maturity of the bond based on the Bloomberg U.S.

Aggregate Bond Index yield to worst as of the most recent month end prior to the Payout Initiation Date. If

Page 274 of 496 ends

AN-700-CS (03/21) 3b Alliance 2021
this index ceases to be published, we will select a comparable index. Once the Contract has been in force for 2 years, We reserve the right to substitute a different market value adjustment formula. We will provide notice at least 120 days in advance to the Contract Owner of this change subject to your right to reject this change and terminate under the terms in effect prior to the noticed change.

Minimum Value
The minimum value will be the principal accumulated at 1.00% through the Contract Termination Date. For purposes of this paragraph, “principal” is defined as Contributions minus withdrawals, if any, but not less than zero. We will calculate the minimum value on a date that is, at most, ten days prior to the Contract Termination Date.

Page 275 of 496 ends

AN-700 (03/21) 4 Alliance 2021
ARTICLE 1 – DEFINITIONS
Section

1.01 Annuitant and Contingent Annuitant – The persons upon whose lives the Annuity Payouts will be based.

1.02 Annuity Payout – An amount paid at regular intervals under one of several options available to the Annuitant and/or any other payee.

1.03 Book Value – The value of the Contract Owner Account. It is the sum of Contributions plus interest credited, less withdrawals.

1.04 Code – The Internal Revenue Code of 1986, as amended.

1.05 Company (We, Us, Our) – The Lincoln National Life Insurance Company.

1.06 Contract – The agreement between the Contract Owner and the Company providing a group fixed annuity as a funding option within the Plan.

1.07 Contract Owner (You, Your) – The Contract Owner shown on the Contract Specifications.

1.08 Contract Owner Account – An account maintained under this Contract to account for Contributions, interest and withdrawals.

1.09 Contract Termination Date –The date specified by You or Us for termination of this Contract under the Market Value Payment Option, as shown on the Contract Specifications. If a Book Value Payment Option is elected, this date will be the business day immediately prior to the final payment.

1.10 Contract Year – The twelve (12) month period which begins on the Effective Date of this Contract and continues through each anniversary of the Effective Date thereafter.

1.11 Contributions – Amounts paid into the Contract.

1.12 Effective Date – The effective date shown on the Contract Specifications.

1.13 Notice of Contract Termination – A written, signed communication between You and Us or other written communication approved in advance by Us, which provides information about the Payout Initiation Date, and must include your election of one of the Payment Options shown on the Contract Specifications. Any Notice of Contract Termination by You must be received by Us at Our Service Office in good order. A Notice of Contract Termination is not binding on any payment or action We make before receiving such Notice of Contract Termination. Notice of termination and payment election cannot be modified unless mutually agreed to by the parties.

1.14 In Writing - This term means a written form of communication satisfactory to us and received at our Service Office Address. We retain the right to agree in advance to accept communication by telephone or some other form of transmission, in a manner we prescribe, and doing so does not waive our right to require that future communications be in written form. Before we receive your communication at our Service Office Address, we will not be responsible for any action we take or allow that conflicts with your communication. With respect to any written communication from Us to You or any other person, this term means a written form of communication by ordinary mail to such person at the most recent address in our records. If agreed to in advance by You, we may also send communication to You by some other form of transmission. Any notice, election or request required or permitted under the terms of this Policy stated as “Notice”, “Request” or “Election” are communications required to be In Writing as provided by this definition.

1.15 Participant – A person defined as a Participant in the Plan.

Page 276 of 496 ends

AN-700 (03/21) 5 Alliance 2021

1.16 Participant’s Account Balance – The portion of the Contract Owner Account Balance that is attributable to a Participant.

1.17 Participant’s Minimum Cash Surrender Value – the minimum value will be consistent with the Standard Nonforfeiture Law of the state of issue; for states that have adopted the NAIC model law, the minimum value will be 87.5% of the Participant’s Contributions minus withdrawals, accumulated at a rate consistent with the Standard Nonforfeiture Law as of the Contract Effective Date.

1.18 Payout Initiation Date – The date specified in a Notice of Contract Termination. For a payment under the Market Value Payment Option as shown on the Contract Specifications, it is the date the lump sum is requested to be paid out. For a book value option, it is the date of the first scheduled payment.

1.19 Plan – The plan named in the Contract Specifications

1.20 Prohibited Participant Communications – any communications provided by You, Your service provider, representatives, agents or consultants, In Writing or otherwise, that advise, encourage, influence or recommend either (i) Participants to make withdrawals from this Contract prior to Contract Termination Date, (ii) Participants to cease making Contributions to this Contract prior to Contract Termination Date, or (iii) Participants to take any other action that may have a material adverse impact on Our obligations under this Contract, unless authorized in advance by the Company.

1.21 Re-enrollment Program – An event initiated by You, Your service provider, representatives, agents or consultants that requires or allows (i) all existing Participants to re-enroll in a Plan, select or default into new allocations for existing account balances and/or new allocations for Contributions, or (ii) nonparticipating employees to enroll in the Plan at this time, pursuant to the event.

1.22 Service Office – Our principal place of business as shown on the cover page of this Contract.

1.23 Standard Nonforfeiture Law – The National Association of Insurance Commissioner’s Standard Nonforfeiture Law for Individual Deferred Annuities, model #805, or as amended.

Page 277 of 496 ends

AN-700 (03/21) 6 Alliance 2021
NH
ARTICLE 2 – PURPOSE OF CONTRACT
Section

2.01 This is a group fixed annuity Contract. This Contract may be used to fund all or part of the Plan's obligation to the Participants.

2.02 The provisions of the Plan control the operation of the Plan. The provisions of the Contract control the operation of the Contract.

2.03 We are not a party to the Plan. The Plan is mentioned merely for reference purposes. Except for the obligations provided under this Contract, we have no liability under the Plan. We are under no obligation under or by reason of issuance of this Contract either (a) to determine whether any payment or distribution under this Contract complies with the provisions, terms and conditions of the Plan or with applicable law, or (b) to administer the Plan, including without limitation, any provisions required by the Retirement Equity Act of 1984.

2.04 This Contract can be issued in connection with a Plan which meets the requirements of the Code and is approved by Us. We may require evidence of the Plan’s tax-exempt status.

ARTICLE 3 – FUNDING
Section

3.01 Contributions must be made to Us at a location designated by Us.

3.02 Contributions may be subject to the Contribution Limits shown on the Contract Specifications, if any.

3.03 We will credit interest daily on all Contributions as shown in the Contract Specifications. We guarantee that we will credit an effective annual interest rate as shown in the Contract Specifications, as of the date that the applicable rate was declared.

3.04 At least once during each Contract Year, we will provide a report of the Book Value.

3.05 For all payments falling due after one year from the Contract’s Effective Date, there shall be a 31 day grace period for the payment of Contract Charge.

Page 278 of 496 ends

AN-700 (03/21) 7 Alliance 2021
ARTICLE 4 – WITHDRAWALS
Section

4.01 Subject to the specified restrictions, Participant-initiated withdrawals will be allowed during the life of this Contract as described below.
a. Withdrawals out of the Plan without any assessment of a Market Value Adjustment:

1. Withdrawal due to the Participant’s death or disability, as defined by the Code;

2. Withdrawal due to the Participant’s retirement (early, normal or late);

3. Withdrawal due to the Participant’s separation of service, however if the separation of service is due to plant shutdown or any other program instituted by the employer (such as a change to the early retirement program), only 20% of this Contract would be allowed to be withdrawn under this section in a calendar year. Excess withdrawals over 20% will be assessed a Market Value Adjustment;

4. Withdrawal due to the Participant’s financial hardship or unforeseeable emergency as defined by the Code and if applicable, certified by the Employer;

5. Withdrawal pursuant to a qualified domestic relations order (QDRO);

6. Withdrawal due to the annuitization under the Contract (Article 5);

7. Withdrawal due to a Participant loan;

8. Withdrawal due to a Participant attaining the age at which the Code allows withdrawals without penalty, as allowed by the Plan as an in-service withdrawal;

9. Withdrawal due to Plan termination, which includes the complete liquidation of assets from the Plan, unless we have notified you at least 90 days in advance of that event that a Market Value Adjustment would apply.

10. Withdrawals to fund Qualified Birth or Adoption distributions as permitted by the Plan and defined by the Code.
b. Withdrawals to be transferred to other investment options within the Plan without any assessment of Market Value Adjustment:

1. Withdrawals due to a Re-enrollment Program when such program is limited to no more than 20% of the value of the Contract Owner Account being withdrawn as a result of the reenrollment. Excess withdrawals over 20% will be assessed a Market Value Adjustment;

2. Withdrawals that occur automatically due to a previously established automatic investment allocation program. For withdrawals that result from the initial establishment of an automatic investment allocation program or a change to a new methodology for determining automatic investment allocations see 4.01(c)(2);
c. Other withdrawals that will have restrictions or market value adjustments:

1. Withdrawals not listed above that are in-service withdrawals out of the Plan that are allowed by the Plan, will be subject to a Market Value Adjustment calculated pursuant to the formula described below, unless such withdrawals occur because of a change in the law and are otherwise permitted under the Plan;

Page 279 of 496 ends

AN-700 (03/21) 8 Alliance 2021

2. Withdrawals that are the result of establishing an automatic investment allocation program or changing an existing methodology for determining automatic investment allocations will be subject to a Market Value Adjustment calculated pursuant to the formula described below;

3. Withdrawals will be subject to any Additional Withdrawal Limitations that may be specified on the Contract Specifications;
Market Value Adjustment Formula – If a requested withdrawal is subject to a Market Value Adjustment, the amount paid will be adjusted as follows:

For any participant-initiated withdrawals, as of the date of the requested withdrawal, the amount paid will be the greater of:
a) The product of the requested withdrawal and the Market Value Factor under the Market Value Payment Option on the Contract Specifications, and b) The requested withdrawal multiplied by the Participant’s Minimum Cash Surrender Value divided by the Participant’s Account Balance.

Contract Owner initiated withdrawals of the Contract Owner Account will also be subject to the same restrictions of this section 4.01(c) and will apply to the portion of the Contract Owner Account not attributable to Participants.

The Contract Owner Account will be reduced by the amount of the requested withdrawal.

4.02 You agree that no Prohibited Participant Communications will be generated nor distributed unless agreed to in advance by the Company. If Prohibited Participant Communications occur, the Company will assess a Market Value Adjustment on withdrawals occurring after such Prohibited Participant Communication as described in Section 4.01. The Market Value Adjustment will also apply to any amounts payable under Payment Options Upon Contract Termination shown on the Contract Specifications.

4.03 You must submit withdrawal Requests to Us at our Service Office, with proof of the event giving rise to any withdrawal under this Contract.

4.04 Total withdrawals on any one day will be limited to the Book Value.

4.05 Refer to the Contract Specifications for any additional withdrawal provisions or limitations that may apply.

Page 280 of 496 ends

AN-700 (03/21) 9 Alliance 2021
NH
ARTICLE 5 – ANNUITY OPTIONS
Section

5.01 You may establish an annuity benefit for any Annuitant from the options in Article 8. The Participant’s Account Balance needed to establish the annuity benefit will be withdrawn from the Contract Owner Account, as directed by You using the amount available for the Annuitant under the provision of section 4.01. The form of annuity or a Contingent Annuitant may not be changed subsequent to the issuance of a certificate.

5.02 Article 8 of this Contract shows the annuity purchase rates and the age adjustments which will be used to determine monthly annuity payment options. The tables show the dollar amount of the guaranteed monthly annuity payments which can be established with each $1,000 applied.

5.03 The frequency of the periodic payment will be determined such that each payment will not be less than $100. However, the Annuitant will receive at least one payment annually.

5.04 When You establish an annuity benefit for any Annuitant, We will issue to each Annuitant a certificate or supplemental contract which sets forth the amount and terms of the annuity benefit.

5.05 If we receive proof that a person receiving payments under this Contract is legally or mentally incompetent, the payments may be made to any person deemed a legal representative by a court of competent jurisdiction; as mandated by the court or required by regulation.

5.06 We will require satisfactory proof of each Annuitant’s age and the age of any Contingent Annuitant. If it is determined that age or any other material fact has been misstated, annuity payments will be adjusted. Any underpayments already made will be made up immediately and any overpayments already made will be charged against the annuity payments becoming due after the adjustment.

5.07 The Annuitant may name a Contingent Annuitant at the time the annuity is established.

5.08 When applicable and subject to the annuity payout option selected:

1. If the Annuitant dies and there is no named Contingent Annuitant living, the Annuitant’s estate will be paid the present value of any remaining guaranteed payments in one lump sum.

2. If the Annuitant dies and there is a named Contingent Annuitant living, any remaining guaranteed payments due will be distributed to the Contingent Annuitant.

3. If a named Contingent Annuitant is receiving guaranteed payments and dies, the present value of any remaining guaranteed payments will be paid in one lump sum to the Contingent Annuitant’s estate.

Payments to the Contingent Annuitant will be made after the Contingent Annuitant has provided to Us (a) due proof of death of the Participant as the case may be, and (b) properly completed claim forms. Due proof of death will be either the certificate of death from the attending physician, a copy of the certified statement of death from the attending physician, a copy of a certified decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to Us.

5.09 We may, at any time, require proof that any person who is entitled to receive annuity payments under this Contract is living when payment is contingent upon survival of such person.

Page 281 of 496 ends

AN-700 (03/21) 10 Alliance 2021
ARTICLE 6 – CONTRACT TERMINATION
Section

6.01 Notwithstanding our rights specified in 6.02, You may terminate this Contract at any time by giving Notice of Contract Termination at least 90 days but not more than 180 days in advance of the Payout Initiation Date and electing one of the Payment Options shown on the Contract Specifications Page. The Notice of Contract Termination must specify the Payout Initiation Date.

Upon Our receipt of Notice of Contract Termination, the Company will immediately begin the process of terminating the Contract and will make the appropriate payout according to the timing specified under the payment option selected by You. The Notice of Contract Termination and Payment Option direction may not be rescinded or modified without the mutual agreement of the parties.

6.02 We may give you Notice of Contract Termination that this Contract is to be terminated if:
a. any charges billed to you have not been paid to Us within 30 days; or b. the Plan ceases to meet the requirements of the Code for purchasers of this Contract; or c. at any time following the end of the third Contract Year, the Contract Owner Account is less than $15,000; or
d. at any time following the end of the third Contract Year, there is no deposit activity for a 24 consecutive month period and the Contract Owner Account is less than $50,000; or e. You fail to furnish requested information or other documentation; or f. We discover any misrepresentation of material information; or g. If we discontinue offering this Contract form to the public; or h. If the Plan terminates the recordkeeping agreement with Us or one of our affiliates; or i. If the risk profiles of the Plan including other fund options, change such as to alter the risk We intended to assume.

The Notice of Contract Termination will specify a Payout Initiation Date which for items a. through h. above will be at least 90 days from the date of the Notice of Contract Termination, and for item i. above will be at least 180 days. If no Payment Option shown on the Contract Specifications is selected by You within 45 days from the date of the Notice of Contract Termination, the Book Value Installment Option will be utilized and the amount due will be distributed to the Contract Owner or Plan Sponsor; if no Book Value Installment Option is shown on the Contract Specifications, the Market Value Payment Option will be utilized.

6.03 All payments will be made to the Contract Owner. We will rely on Your Notice to transfer assets to a specified party. We do not need to verify that such specified party has the right to receive any payments.

6.04 This Contract will terminate on the Contract Termination Date.

6.05 No Contributions will be accepted after the Payout Initiation Date and no withdrawals will be permitted except under Section 4.01 as stipulated herein.

Page 282 of 496 ends

AN-700 (03/21) 11 Alliance 2021
NH
ARTICLE 7 – GENERAL PROVISIONS
Section

7.01 This Contract, any enrollment form, provided by Us, amendments, endorsements and riders, together with the application signed by You constitutes the entire Contract between You and Us.

7.02 We may rely on any action or information provided by You under the terms of this Contract and will be relieved and discharged from any further liability to any party in acting at the direction and upon Your authority. All statements made by You will be deemed representations and not warranties.

7.03 Except as allowed by the Plan or applicable law, neither this Contract nor the Participant's interest in this Contract may be transferred, sold, assigned, discounted or pledged, either as collateral for a loan or as security for the performance of an obligation or for any other purpose.

7.04 We have the right to amend this Contract to maintain the Contract under applicable local, state, or federal laws or regulations, such as the Internal Revenue Code, Internal Revenue Service regulations, or published revenue rulings. We will provide You with Notice of amendments made to comply with applicable law 60 days prior to the change or as soon as administratively practicable. If you do not wish to accept this change you may terminate this Contract pursuant to the termination provision in Section 6.01.

7.05 You and We may also mutually agree to amend this Contract. No amendment will adversely affect the terms of any certificate that has already been issued to an Annuitant under the provisions of this Contract.

7.06 Only an authorized Officer of the Company may make or modify the terms of the Contract or any of its Amendments, Endorsements or Riders. Any such changes must be provided in a Notice in order to be effective.

7.07 We are not liable to provide sufficient funds to provide the Plan's benefits.

7.08 Our failure to perform or insist upon the strict performance of any provision or condition of this Contract will not:
a. constitute a waiver of Our rights to perform or require performance of such provision or condition; or
b. prohibit Us from exercising any other rights We may have in such provision, condition, or otherwise in this Contract.

7.09 If any provision of this Contract is determined to be invalid, the remainder of the provisions will remain in full force and effect.

7.10 Federal, state or local government premium tax, if applicable, will be deducted from either the Contribution when received or at time of withdrawal or annuitization.

7.11 We are not a trustee for assets held in this Contract.

7.12 If an error is found, We will agree to credit the Contract (for any loss) or recover assets previously deposited under this Contract, for any gain, to correct the error. If required, We will utilize legal remedies to pursue correction of the error.

Page 283 of 496 ends

AN-700 (03/21) 12 Alliance 2021

7.13 We will suspend or postpone the processing of any transactions under this Contract when any of the following events occur and prevent the Company from processing transactions under this Contract:
a. a natural disaster or another emergency occurs; or
b. trading on the New York Stock Exchange (or its successor exchange) is restricted; or c. a State Insurance Department restricts transactions for the protection of Contract Owners; or d. Our systems fail.

7.14 If You have any questions concerning this Contract, please contact Our Service Office at the address shown on the cover page of this Contract.

Page 284 of 496 ends

AN-700 (03/21) 13 Alliance 2021
ARTICLE 8 – ANNUITY PURCHASE RATES

UNDER A FIXED PAYOUT OPTION

SINGLE LIFE ANNUITY TABLE

SINGLE LIFE CERTAIN PERIOD TABLE

DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
Annuitant Age No Period
Certain
10 Years
Certain
20 Years
Certain
55 $2.61 $2.61 $2.58
56 2.67 2.67 2.64
57 2.74 2.73 2.70
58 2.81 2.80 2.76
59 2.88 2.87 2.82
60 2.95 2.94 2.89
61 3.03 3.02 2.95
62 3.12 3.10 3.02
63 3.21 3.19 3.10
64 3.30 3.28 3.17
65 3.40 3.38 3.25
66 3.51 3.48 3.33
67 3.63 3.59 3.41
68 3.75 3.70 3.49
69 3.88 3.82 3.58
70 4.02 3.95 3.66
Annuity 2000 Individual Annuity Mortality Table Female, Projected to 2030 and then Generation Projection Scale G, with 1% interest rate.

Annuity purchase rates for any Age(s) not shown, determined on the same basis, will be furnished by Us upon Request.

Age Adjustment Table
Year of Annuitization Adjustment to Age
Before 2030 0
2030-2039 -1
2040-2049 -2
2050-2059 -3
2060 and after Available upon request

Page 285 of 496 ends

AN-700 (03/21) 14 Alliance 2021

JOINT AND SURVIVOR LIFE ANNUITY TABLE

DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
100% 66.2/3% 50%
Contingent
Annuitant Age
Joint & Survivor Joint & Survivor Joint & Survivor
55 $2.32 $2.36 $2.46
56 2.37 2.41 2.52
57 2.42 2.47 2.58
58 2.47 2.52 2.64
59 2.52 2.59 2.71
60 2.58 2.65 2.78
61 2.64 2.72 2.85
62 2.70 2.79 2.93
63 2.76 2.86 3.02
64 2.83 2.94 3.11
65 2.91 3.03 3.20
66 2.99 3.12 3.30
67 3.07 3.22 3.41
68 3.16 3.32 3.53
69 3.26 3.43 3.65
70 3.36 3.55 3.79
*The Contingent Annuitant’s Age is assumed to be the same as the Annuitant’s Age for illustration purposes in the table above.

Annuity purchase rates for any Age(s) not shown, determined on the same basis, will be furnished by Us upon Request.

Annuity purchase rates for any agreed upon annuity form not shown in this Article will be determined on the same basis and furnished by Us upon Request.

Age Adjustment Table
Year of Annuitization Adjustment to Age
Before 2030 0
2030-2039 -1
2040-2049 -2
2050-2059 -3
2060 and after Available upon request

Page 286 of 496 ends

23AE-743 Secure Act 2.0 Amendment

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
Home Office Location: Fort Wayne, Indiana
GROUP ANNUITY AMENDMENT NO. 1
Attached to and made part of your Group Annuity Contract Number: 898146+096 Contract Owner: Lincoln Financial Group Trust Company TTEE FBO City of Yuba City Deferred Compensation Plan
This Amendment is made a part of the contract and any certificate to which it is attached and is effective on the date the contract and any certificate became effective. This Amendment modifies certain provisions of the contract and any certificate as described below to bring the contract and any certificate into compliance with Section 401(a)(9) of the Internal Revenue Code (Code) or its successor. All existing contract and certificate provisions apply, except as described or modified in this Amendment. If there is any conflict between the contract and any certificate, including any attached riders, and endorsement provisions, these amended provisions take precedence.

Withdrawals
In addition to the reasons stated in the contract, early distributions/withdrawals for reasons permitted by the Internal Revenue Code or its successor and the associated retirement plan will not be subject to any Withdrawal Charge or Market Value Adjustment, as applicable and pursuant to any limitations specified by the applicable section(s) of the Code.

Required Minimum Distribution
Distributions must commence in accordance with the rules specified by Section 401(a)(9) of the Code or its successor and continue in accordance with the requirements of the Code.

Annuity Benefits
Notwithstanding any provision of the contract or any certificate to the contrary, the distribution of an individual's interest shall be made in accordance with the minimum distribution requirements of section 401(a)(9) of the Code or its successor (including the incidental death benefit requirements of section 401(a)(9)(G) of the Code or its successor) and the regulations thereunder.

The contract is intended to qualify for tax favored treatment under the Internal Revenue Code. Language contained in the contract referring to federal tax provisions may be required under the Internal Revenue Code and Regulations. This language is not subject to approval or disapproval by the state insurance department in which the contract is issued for delivery. The insurance contract and your qualifying status

Page 287 of 496 ends

23AE-743 Secure Act 2.0 Amendment
are factors in determining whether your funds will receive favorable tax treatment. Please consult your tax advisor if you have questions regarding these issues. We reserve the right to amend the Contract to maintain the Contract under applicable local, state, or federal laws or regulations.

The Lincoln National Life Insurance Company

For inquiries regarding coverage of this Amendment and assistance in resolving complaints, please contact our administrative office at 1301 South Harrison Street, Fort Wayne, IN 46802 or by calling 800- 234-3500.

Page 288 of 496 ends

AN-700 (03/21) 15 Alliance 2021
The Lincoln National Life Insurance Company
Service Office:

Fort Wayne, IN
800-234-3500
A Stock Company

UNALLOCATED

GROUP FIXED ANNUITY CONTRACT

NONPARTICIPATING

Page 289 of 496 ends

Page 290 of 496 ends

Page 291 of 496 ends

Page 292 of 496 ends

Page 293 of 496 ends

Page 294 of 496 ends

Page 295 of 496 ends

Page 296 of 496 ends

Page 297 of 496 ends

Page 298 of 496 ends

Page 299 of 496 ends

Page 300 of 496 ends

Page 301 of 496 ends

Page 302 of 496 ends

Page 303 of 496 ends

Page 304 of 496 ends

Page 305 of 496 ends

Page 306 of 496 ends

Page 307 of 496 ends

Page 308 of 496 ends

Page 309 of 496 ends

Page 310 of 496 ends

Page 311 of 496 ends

Page 312 of 496 ends

Page 313 of 496 ends

Page 314 of 496 ends

Page 315 of 496 ends

Page 316 of 496 ends

Page 317 of 496 ends

Page 318 of 496 ends

Page 319 of 496 ends

Page 320 of 496 ends

Page 321 of 496 ends

Page 322 of 496 ends

Page 323 of 496 ends

Page 324 of 496 ends

Page 325 of 496 ends

Page 326 of 496 ends

Page 327 of 496 ends

Page 328 of 496 ends

Page 329 of 496 ends

Page 330 of 496 ends

Page 331 of 496 ends

Page 332 of 496 ends

Non-ERISA March 2023

INVESTMENT ADVISORY SERVICES

AGREEMENT
This Investment Advisory Agreement
(“Agreement”) is made and entered into as of the
date this Agreement is executed by the parties
(“Execution Date”), by and between
Morningstar Investment Management LLC, a
Delaware limited liability company
(“Morningstar”), and the plan sponsor (“Plan
Sponsor”) the named fiduciary and sponsor of
the Plan identified on Exhibit A (the “Plan”).

BACKGROUND
The Plan Sponsor is a named fiduciary with
respect to the Plan with the authority under the
Plan to obtain certain investment advisory
services. Plan Sponsor has elected to offer the
Advisory Services to Plan participants. Plan
Sponsor has entered into a separate written
agreement with its financial service provider
(“Service Provider”) to provide daily valuation,
recordkeeping and other administrative services
to the Plan, including access to Morningstar’s
investment Advisory Services, if Plan Sponsor so
elects.

The Plan Sponsor has determined that it is in the
best interests of the Plan and the Participants and
their Beneficiaries (both as defined in Exhibit A)
to retain Morningstar to provide the Advisory
Services (as defined below and further in Exhibit
A), including but not limited to providing
investment Advisory Services by and through
proprietary software and technology that
processes demographic and financial information
about Participants and identifies model portfolios
comprised of various asset classes in weights that
correspond to various risk profiles of individuals.

Use of the Advisory Services, as directed by the
Participants and their Beneficiaries, shall be
effective after the execution of this Agreement
and upon the delivery of all necessary
information from Service Provider to
Morningstar (the “Effective Date”).

Morningstar is willing to perform such
investment Advisory Services as a fiduciary to
the Plan as provided under the terms of this
Agreement.

Based on the foregoing, Plan Sponsor, on behalf
of the Plan, and Morningstar agree as follows:

AGREEMENT

1. SERVICES AND PAYMENT

1.1 Description of Advisory Services.

Morningstar agrees to provide the Plan with the
Advisory Services. “Advisory Services” shall
mean individually or collectively the Managed
Account Services and the Investment Advice
Services (each as described below in Exhibit A)
and, provided, however, that the Plan and
Participants shall only be eligible to choose from
those Advisory Services specifically selected by
Plan Sponsor. The Advisory Services
specifically exclude analysis of or advice
regarding the potential local, state or federal tax
consequences resulting from any investment
advice or recommendation provided by
Morningstar.

1.2 Fees. In consideration for the Managed
Account Services, the Plan will pay to
Morningstar the fees set forth on Exhibit B.

1.3 Invoicing and Payment. Plan Sponsor
agrees to direct the Service Provider to collect all
applicable fees from each Participant’s Plan
account and to remit such fees to Morningstar.

The parties agree and acknowledge that Service
Provider shall deduct monthly and remit the
applicable fees in monthly installments in arrears
beginning at the end of the month in which the
fees were earned by Morningstar.

2. TERM AND TERMINATION

2.1 Term. Subject to Section 2.2, the
Agreement shall commence on the Effective Date
and continue in effect for a term of one (1) year
from the Effective Date. The Agreement shall
automatically be renewed for additional one (1)
year periods, unless a party delivers to the other
parties a written notice of non-renewal at least
thirty (30) days prior to the date such renewal
would take effect (each one (1) year period is a
“Term”).

Page 333 of 496 ends

2 Non-ERISA March 2023

2.2 Termination by Plan Sponsor or
Morningstar. Plan Sponsor or Morningstar may
terminate this Agreement upon thirty (30) days
prior written notice to the other parties for any
reason or no reason; provided however, that Plan
Sponsor shall continue to pay fees in accordance
with Exhibit B for Managed Account Services
rendered, prior to termination.

2.3 Effect of Termination. Upon expiration
or termination of this Agreement for any reason,
all rights granted to Plan Sponsor hereunder shall
terminate immediately and all Participants shall
no longer have access to the Advisory Services.

Expiration or termination of this Agreement for
any reason shall not affect the Plan’s obligation
to pay any and all fees and other amounts due and
payable under this Agreement or relieve the Plan
or Plan Sponsor of any liability for breach of this
Agreement.

3. USE OF DATA AND

CONFIDENTIALITY

3.1 Plan Data. All information
communicated to Morningstar, whether before or
after the Effective Date, by the Plan, Plan
Sponsor, or the Service Provider, in connection
with this Agreement, that relates to the Plan, the
Plan’s investments, or Plan Sponsor, Plan
Sponsor’s employees, former employees,
Participants or Beneficiaries (“Plan Data”), will
be held by Morningstar in confidence and used
only for purposes of performing their Services
under this Agreement in accordance with this
Agreement or as disclosed in Morningstar’s
privacy policy. Plan Data will remain the
property of the respective Plan or of the Plan
Sponsor, as the case may be. Morningstar will
maintain physical, electronic and procedural
safeguards to avoid disclosing Plan Data to third
parties, to at least the same degree as it employs
to avoid unauthorized disclosure or publication of
its own information or information of other
customers, and in no event less than industrystandard safeguards.

3.2 Exceptions. Notwithstanding Section

3.1, Morningstar may disclose Plan Data to those
of their employees involved in providing the
Advisory Services, but only to the extent
reasonably necessary to perform the Advisory
Services under this Agreement or as disclosed in
Morningstar’s privacy policy. Morningstar may
disclose Plan Data to the extent required to satisfy
any valid subpoena, court order, litigation or
regulatory request, or other legal requirement of
competent governmental authority, provided that
immediately following receipt of such request or
making a determination that disclosure is legally
required.

3.3 Ownership. Notwithstanding the rights
granted under this Agreement, Plan Sponsor
acknowledges and agrees that Morningstar or its
affiliates retain sole and exclusive ownership
over all data, analyses, opinions, software,
developments, inventions, processes, formulas,
technology, designs, drawings, engineering,
hardware configuration information or other
information provided by Morningstar
(“Morningstar Intellectual Property”).

Nothing contained herein transfers to Plan
Sponsor or the Plan any ownership interest in the
Morningstar Intellectual Property and any
software, pictures, images, materials, changes, or
other works of authorship provided contained in
the Morningstar Intellectual Property. Plan
Sponsor and the Plan have no right to make
derivative works of the Morningstar Intellectual
Property in any form for use in any medium
currently in existence or under development, now
or in the future.

3.4 Use and Promotion. Plan Sponsor
agrees that the Advisory Services shall be made
available only to retirement plans duly
established under the laws of the United States of
America and to Participants that are citizens
and/or legal residents of United States of America
or its territories.

The Advisory Services, or any portion thereof,
may be used by Plan Sponsor and its Participants
only for effecting retirement planning for

Page 334 of 496 ends

3 Non-ERISA March 2023
Participants that elect to receive the Advisory
Services. Any other use by the Plan Sponsor or
the Plan, including commercial use for the benefit
of another person, is prohibited under this
Agreement and shall be a material breach of this
Agreement. Plan Sponsor agrees to cooperate
and provide reasonable assistance to Morningstar
in connection with preventing and stopping any
unauthorized use, of the data, analyses, opinions
and other information contained in the Advisory
Services.

Approval of Promotion. Plan Sponsor may not
mention or refer to Morningstar or the Advisory
Services in any correspondence, public
announcements, advertising, marketing or
promotional materials, or events (collectively, the
“Promotion Material”) without Morningstar’s
prior written approval. Plan Sponsor shall
incorporate appropriate notice, attribution and
disclaimer language into the Promotion Material,
as Morningstar may specify in its review of the
Promotion Material. Plan Sponsor shall have a
limited license to use the Morningstar name,
trademarks, service marks (the “Morningstar
Marks”) identified herein but, in each instance,
only in the manner and format specified by
Morningstar in writing in advance. The
Morningstar Marks include:

Morningstar®
Any Promotion Material using the Morningstar
name or the Morningstar Marks shall include the
following disclosure, plus any additional
disclosures as indicated by Morningstar during its
review:
“The Morningstar name and trademarks are used,
under license, from Morningstar Investment
Management LLC. Morningstar Investment
Management LLC is a registered investment
adviser and subsidiary of Morningstar, Inc.

Morningstar Investment Management LLC is not
affiliated with Plan Sponsor.”
Morningstar has the authority to communicate to
Participants the features of the Advisory Services
electronically (online or via email) or through
direct mail, may utilize Plan Data for this purpose
and may require the Plan Sponsor to provide Plan
Data necessary to make these communications.

Confidentiality. The parties acknowledge that in
the course of their dealings hereunder, each may
acquire information about the other, its business
activities and operations, its technical
information and its trade secrets, all of which are
proprietary and confidential, but not including
Plan Data (the treatment of which is governed by
Sections 3.1–3.2 above) (the “Confidential
Information”). Each party hereby agrees that:
(a) all Confidential Information (including, but
not limited to the terms of this Agreement)
remains the exclusive property of the disclosing
party; (b) it shall maintain, and shall use prudent
methods to cause its employees and agents to
maintain (and not to otherwise copy, publish,
disclose or use other than as contemplated under
this Agreement), the confidentiality and secrecy
of the disclosing party’s Confidential
Information; and (c) subject to any regulatory or
internal document retention policies, it shall
return or destroy all copies of the disclosing
party’s Confidential Information upon request of
the disclosing party. Notwithstanding the
foregoing, Confidential Information shall not
include any information to the extent it: (i) is or
becomes a part of the public domain through no
act or omission on the part of the receiving party;
(ii) is disclosed to third parties by the disclosing
party without restriction on such third parties;
(iii) is in the receiving party’s possession, without
actual or constructive knowledge of an obligation
of confidentiality with respect thereto, at or prior
to the time of disclosure under this Agreement;
(iv) is independently developed by the receiving
party without reference to the disclosing party’s
Confidential Information; (v) is released from
confidential treatment by written consent of the

Page 335 of 496 ends

4 Non-ERISA March 2023
disclosing party; or (vi) is required to be disclosed
by a court of competent jurisdiction.

4. REPRESENTATIONS AND
WARRANTIES.

4.1 Representations of Morningstar.

Morningstar represents and warrants to Plan
Sponsor that it is an investment adviser registered
with the Securities and Exchange Commission
under the Investment Advisers Act of 1940, as
amended and, to Morningstar’s knowledge (a) it
has all rights in and to all the Morningstar
Intellectual Property necessary to market,
distribute the Advisory Services in accordance
with the terms of this Agreement; (b) this
Agreement is binding on Morningstar; and (c)
Morningstar’s entry into this Agreement does not
violate any prior obligation or agreement of
Morningstar.

Morningstar represents and warrants to Plan
Sponsor that the Managed Account Services will
(a) apply generally accepted investment theories;
(b) be diversified to minimize risk of large losses
due to asset class concentration; (c) be designed
to provide varying degrees of long-term
appreciation and capital preservation through a
mix of equity and fixed income based on
participant’s age, retirement date or life
expectancy; and (d) change the asset allocation
and associated risk levels over time to become
more conservative with increasing age.

4.2. Representations of Plan Sponsor. Plan
Sponsor represents and warrants to Morningstar
that (a) Plan Sponsor has the authority and power
to enter into and comply with its obligations
under this Agreement and the rights and licenses
necessary to enter into and perform its obligations
under this Agreement; (b) this Agreement is
binding on Plan Sponsor and the Plan; (c) Plan
Sponsor’s entry into this Agreement does not
violate any prior obligation or agreement of Plan
Sponsor or the Plan; (d) the individual signing
this Agreement and any Exhibits thereto on
behalf of Plan Sponsor is a named fiduciary of
Plan or is authorized to sign on behalf of the Plan
Sponsor in its capacity as a named fiduciary of
Plan and is authorized to sign on behalf of the
Plan Sponsor in its corporate capacity; (e)
consistent with the terms and conditions
contained in all governing documents of Plan
Sponsor’s Plan with respect to the voting of
proxies, Plan Sponsor, the Plan’s trustee or such
other person designated by the Plan will vote
proxies for securities held in any investment
account for which Morningstar may provide
advice hereunder, and that Morningstar shall
have no responsibility or liability for proxy
voting, (f) Plan Sponsor has reviewed the fees and
expenses that will be paid to Morningstar,
described in Exhibit B, and have determined that
such fees and expenses are reasonable, and (g) the
instruments under which the Plan is maintained
authorize the Plan to pay any fees for which the
Plan is responsible as provided in this Agreement.

5. DISCLAIMERS:

5.1 Data Disclaimer. Morningstar will use
commercially reasonable efforts to ensure that the
data, analysis, opinion, and other information
contained in the Advisory Services are correct.

Although gathered from sources believed to be
reliable, Plan Sponsor acknowledges that
Morningstar cannot guarantee the accuracy of the
data or information used to provide the Advisory
Services. The completeness and timeliness of all
data and information used to provide the
Advisory Services is dependent upon the sources
of such data and information, which are outside
of Morningstar's control.

5.2 Disclaimer of Warranties. EXCEPT

AS EXPRESSLY SET FORTH HEREIN,

MORNINGSTAR PROVIDES NO

WARRANTIES, EITHER EXPRESS, IMPLIED

OR OTHERWISE WITH RESPECT TO THE

ADVISORY SERVICES DELIVERED

PURSUANT TO THIS AGREEMENT, OR THE

SOFTWARE COMPRISING THE ADVISORY

SERVICES, AND TO THE EXTENT

PERMITTED BY LAW, MORNINGSTAR

DISCLAIMS THE IMPLIED WARRANTIES

OF FITNESS FOR A PARTICULAR PURPOSE

Page 336 of 496 ends

5 Non-ERISA March 2023

AND MERCHANTABILITY WITH RESPECT
TO SUCH SERVICES. MORNINGSTAR

DOES NOT GUARANTEE THAT THE

ADVISORY SERVICES WILL BE

DELIVERED WITHOUT INTERRUPTION,
TIMELY, ERROR-FREE, OR SECURE.

ERRORS MAY OCCUR IN SOFTWAREBASED SERVICES AS A RESULT OF

PROGRAMMING ERRORS, DATABASE
ERRORS, OR OTHER CAUSES.

5.3 Acknowledgement of Limitations on
Recommendations. Plan Sponsor acknowledges
and agrees that in providing the Advisory
Services, Morningstar will only consider the
Designated Investment Alternatives (as defined
in Exhibit A) offered by the Plan, and that
Morningstar shall have no obligation to consider
or recommend investment options that are not
Designated Investment Alternatives of the Plan.

6. LIMITATION OF LIABILITY: The
following Limitations of Liability shall be
applicable:

6.1 Limitation of Damages. IN NO EVENT

SHALL EITHER PARTY BE LIABLE TO THE

OTHER PARTY OR ANY THIRD PARTY FOR

LOST PROFITS, CONSEQUENTIAL,

SPECIAL, INCIDENTAL OR PUNITIVE

DAMAGES, HOWSOEVER ARISING OUT OF

OR RELATING TO THIS AGREEMENT,

REGARDLESS OF THE BASIS OF THE
CLAIM. THE FEDERAL SECURITIES LAWS

IMPOSE LIABILITIES UNDER CERTAIN

CIRCUMSTANCES ON PERSONS WHO ACT

IN GOOD FAITH, AND THEREFORE

NOTHING HEREIN SHALL IN ANY WAY

CONSTITUTE A WAIVER OR LIMITATION

OF ANY RIGHTS WHICH THE

UNDERSIGNED MAY HAVE UNDER ANY
FEDERAL SECURITIES LAWS.

6.2 Plan Sponsor's Rights Under
Securities Laws. Nothing in this Agreement is
intended to or shall waive any rights to which
Plan Sponsor is specifically entitled under the
securities laws of the United States or any state,
as applicable..

7. INDEMNIFICATION

7.1 Indemnification by Morningstar.

Morningstar agrees to indemnify, defend and
hold harmless the Plan Sponsor and its successors
and assigns, directors, officers and employees,
from and against any and all third party claims,
demands, suits, actions, and any and all damages,
losses, liabilities, taxes, penalties, fines, charges
costs and expenses, including reasonable
attorneys’ fees, (individually a “Loss” and
collectively “Losses”) arising from
Morningstar’s breach of the fiduciary duty
imposed pursuant to this Agreement.

Morningstar’s indemnification obligation shall
not apply to any Loss or Losses arising out of or
relating to a Loss due to any of the following: (i)
the financial performance of any investment
option included in the Plan; (ii) any violation of
applicable law, rules, or regulations, or the terms
of the Plan by a party other than Morningstar in
connection with such investment option; (iii) the
fault or negligence of, or violation of applicable
law, rules or regulations, or the terms of the Plan,
by Plan Sponsor or (iv) the delivery or
transmission by the Service Provider, the Plan
Sponsor or the Participant of incorrect,
inaccurate, or incomplete Plan Data. Plan
Sponsor shall provide prompt written notice of
any claim, action, or proceeding giving rise to
such obligation, shall reasonably cooperate with
its defense and/or settlement efforts and shall
grant Morningstar at Morningstar’s option, sole
control of the defense and/or settlement of such
claim, action, or proceeding.

7.2 Indemnification by Plan Sponsor. Plan
Sponsor agrees to indemnify, defend and hold
harmless Morningstar, and its successors and
assigns, and its and their directors, officers and
employees, from and against any Loss or Losses
arising from Morningstar performance of
services to the Plan. Plan Sponsor’s
indemnification obligation shall not apply to any
Loss or Losses arising out of or relating to a Loss

Page 337 of 496 ends

6 Non-ERISA March 2023
due to any of the following: (i) Morningstar’s
fraud or willful misconduct; or (ii) any act or
omission for which Morningstar would be
required to indemnify the Plan Sponsor, pursuant
to Sections 7.1 above (as the case may be).

Morningstar shall provide prompt written notice
of any claim, action, or proceeding giving rise to
such obligation, shall reasonably cooperate with
its defense and/or settlement efforts and shall
grant Plan Sponsor at Plan Sponsor’s option, sole
control of the defense and/or settlement of such
claim, action, or proceeding.

8. ENHANCEMENTS AND
MODIFICATIONS: Morningstar reserves the
right in their respective discretion to enhance,
modify, or provide upgrades (collectively
"Changes") of the Advisory Services from time
to time. Morningstar shall notify Service
Provider of any Changes, who shall notify Plan
Sponsor.

9. GENERAL

9.1 Form ADV. Morningstar is registered as
an investment adviser under applicable federal or
state law, or is otherwise exempt, and will
promptly advise Plan Sponsor if at any time it is
not so registered. Part 2A and 2B of
Morningstar’s Form ADV, Morningstar’s
registration document, contains additional
information regarding Morningstar and its
services. Plan Sponsor acknowledges that it has
received a copy of Morningstar’s Form ADV Part
2A and 2B (and, in the future, during the any
Parts of the Form ADV that are required to be
acknowledged and received during the Term of
this Agreement).

9.2 Captions Not Determinative. Titles
and paragraph headings herein are for convenient
reference only and are not part of this Agreement.

9.3 No Partnership. Nothing in this
Agreement shall be construed to create a
partnership, joint venture or agency relationship
between the parties to this Agreement.

9.4 Force Majeure. No party shall be in
default or otherwise liable for any delay in or
failure of its performance under this Agreement
where such delay or failure arises by reason of
any act of God, or any government or any
governmental body, acts of the common enemy,
the elements, strikes or labor disputes, or other
similar or dissimilar cause beyond the control of
such party. If a party is prevented from, or
delayed in, performing any of its obligations
under this Agreement, it will promptly notify the
other parties, describing in reasonable detail
circumstances causing the force majeure event,
and the obligations which are thereby delayed or
prevented, and will continue to use commercially
reasonable efforts to recommence performance as
soon as reasonably practicable.

9.5 Notice. All notices, including notices of
address changes, required to be sent hereunder
shall be in writing and shall be deemed to have
been given when delivered electronically or by
nationally recognized overnight courier or
registered or certified mail, postage prepaid to the
appropriate address below:

If to Morningstar:

Morningstar Investment Management LLC
22 W. Washington Street
Chicago, Illinois 60602
Attn: General Counsel
If to Plan Sponsor:

To the address and individual identified in
Exhibit A, or their successors.

9.6 No Third Party Beneficiaries. Nothing
contained in this Agreement is intended or will be
construed to confer upon any person not a party
to this Agreement (other than the Plan, a person
entitled to indemnification pursuant to the terms
of the Agreement, and Participants or
Beneficiaries, to the extent of rights expressly
extended to them under this Agreement) any
rights, benefits or remedies of any kind or

Page 338 of 496 ends

7 Non-ERISA March 2023
character whatsoever, and no such person will be
deemed a third-party beneficiary under or by
reason of this Agreement.

9.7 Severability. In the event that any
provision of this Agreement is held invalid by a
court with jurisdiction over the parties, such
provision shall be deemed to be restated to be
enforceable, in a manner which reflects, as nearly
as possible, the intent and economic effect of the
invalid provision in accordance with applicable
law. The remainder of this Agreement shall
remain in full force and effect.

9.8 Waiver. The waiver by any party of any
default or breach of this Agreement shall not
constitute a waiver of any other or subsequent
default or breach.

9.9 Modification. No representation or
promise hereafter made, nor any modification or
amendment of this Agreement shall be binding
unless in writing and both parties have consented
thereto, provided further, that such consent may
be granted through a negative consent process.

9.10 Counterparts. This Agreement and any
written modification hereof may be (a) executed
in one or more counterparts, each of which shall
be deemed an original, but which together shall
constitute one and the same document; and (b)
executed by facsimile signature by any party
hereto and such signature shall be deemed
binding for all purposes hereof, without delivery
of an original signature being thereafter required.

9.11 Assignment. None of the parties may
assign this Agreement or any of the rights or
obligations granted hereunder without the other
parties’ prior written consent.

9.12 Governing Law and Jurisdiction. This
Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois,
and the Investment Advisers Act of 1940 or any
rule, regulation or order promulgated thereunder,
without reference to its conflicts of law
principles.

9.13 Survival. Termination or cancellation of
this Agreement for any reason shall not relieve
either party of obligations that accrued prior to
termination or cancellation, or of obligations that
by their nature are intended to survive this
Agreement, including but not limited to
obligations in connection with warranties,
confidential information and indemnification.

9.14 Authority. The person signing this
Agreement on behalf of each party has been
properly authorized and empowered to enter into
this Agreement.

9.15 Entire Agreement. This Agreement and
the Exhibit(s) constitute the complete agreement
between the parties and supersede all previous or
contemporaneous agreements, proposals,
understandings, and representations, written or
oral, with respect to the subject matter addressed
herein, other than the disclosures made in
Morningstar’s Form ADV Part 2A and 2B.

Recitals included at the beginning of this
Agreement are hereby incorporated into this
Agreement by this reference thereto.

Page 339 of 496 ends

8 Non-ERISA March 2023
IN WITNESS WHEREOF, the parties have
entered into this Agreement, and intend to be
legally bound by it, as of the Execution Date.

Plan Sponsor
By:

Name:

Title:

Date: ______________________________
Morningstar Investment Management LLC
By:

Name: Brock Johnson
Title: President
Date:

Page 340 of 496 ends

Non-ERISA March 2023

EXHIBIT A TO INVESTMENT ADVISORY SERVICES AGREEMENT
Description of Services and Responsibilities
Name of Plan: City of Yuba City Deferred Compensation Plan Name of Plan Sponsor: City of Yuba City
Address of Plan Sponsor: 1201 Civic Center Boulevard, Yuba City, CA 95993 Contact Person(s): Sheleen Loza
Contact Person(s) Phone Number and Email Address: 530-822-4612 [email protected] I. DEFINITIONS The following definitions shall apply to this Agreement and to any Exhibit attached hereto:
• Beneficiaries means any person or entity the Participant chooses to receive the benefits of the retirement account after he or she dies.
• Designated Investment Alternatives means any investment alternative designated by the Plan Sponsor into which Participants may direct the investments of assets held in, or contributed to, their individual accounts. Designated Investment Alternatives shall exclude self-directed brokerage accounts, mutual fund windows, or other similar investment vehicles. • Dynamic Qualified Default Investment Alternative (“QDIA”) means a QDIA whereby the Participant is defaulted into a target-date fund and transitions to the Managed Account Services at a certain age.
• Investment Advice Services means making point-in-time recommendations regarding the investment allocation of the assets in a Participant’s Plan account. Investment Advice Services shall be made available to the Participants through Morningstar Retirement ManagerSM specifically selected by Plan Sponsor pursuant to this Agreement and any Exhibits hereto. • Plan Portfolios are portfolios comprised of Designated Investment Alternatives based on predetermined equity targets, complying with Qualified Default Investment Alternative regulations set forth under 29 C.F.R. § 2550.404c-5 (“QDIA”).
• Managed Account Services means a discretionary investment advisory service offered to the Plan and its Participants by Morningstar, as further described herein. • Morningstar® Retirement ManagerSM means the proprietary web-based application that is primarily focused on providing Advisory Services. Morningstar will provide Advisory Services by and through Morningstar Retirement ManagerSM in its standard design with current supported plan types and functionality and any subsequent global modifications, enhancements, or upgrades. • Participant means an individual who is enrolled or is eligible to enroll in the Plan and whose Plan Sponsor elected to offer the Advisory Services.

Page 341 of 496 ends

Non-ERISA March 2023
• Reallocate means the process whereby Morningstar will send transactional instructions to Service Provider for buying and selling Designated Investment Alternatives in order to assign a Plan Portfolio to a Participant based on the ongoing consideration of Plan Data in the Managed Account Service.

II. ACCESS, TECHNICAL REQUIREMENTS AND SPECIFICATIONS
a. Method of Access: Morningstar shall provide Plan Sponsor's Participants with access to Morningstar® Retirement ManagerSM via the internet through an HTTPS connection, which connection shall be established and maintained by Service Provider for Plan Sponsor’s benefit.

Participants shall access Morningstar® Retirement ManagerSM from the Service Provider’s website, which will provide a link to a web site designated and maintained by Morningstar. b. Technical Requirements:

Browsers (Latest version of the following browsers plus one previous version):
• Microsoft® Edge
• Google Chrome
• Apple Safari
• Mozilla Firefox
• Morningstar reserves the right not to immediately support new browser versions. • Morningstar reserves the right to change the above referenced technical requirements as certain browser versions become obsolete or outdated or as new versions are released.

System Requirements:
• Windows®
• Mac® OS
• JavaScript and Cookies must be enabled
• Adobe Acrobat Reader
Security: 128-bit encryption
Pop-ups: In order to view certain pages in the Morningstar® Retirement ManagerSM site, popups must be enabled.

III. STANDARD OF CARE
During the term of this Agreement, Morningstar will perform the Advisory Services under this Agreement in good faith, solely in the interest of the participants and with the degree of diligence, care and skill that a prudent person rendering similar services as an investment adviser would exercise under similar circumstances. The provisions of this Agreement shall not be interpreted to imply any other obligation on the part of Morningstar to observe any other standard of care, provided, however, to the extent provision of the Advisory Services makes Morningstar a fiduciary. Morningstar shall not be liable for the acts or omissions of any other fiduciary to the Plan, including, but not limited to, any acts or omissions of the Plan Sponsor.

IV. MORNINGSTAR OBLIGATIONS
Morningstar shall:

Page 342 of 496 ends

Non-ERISA March 2023
i) With respect to the Managed Account Services, act as fiduciary and investment manager, to the Plan and its Participants;
ii) With respect to Investment Advice Services, act as fiduciary; iii) Establish or confirm connectivity with Service Provider necessary to receive and deliver Plan Data and implement Participant transactions in connection with the Advisory Services;
iv) Collect and process Plan Data as is reasonably necessary to provide the Advisory Services;
v) Collect and process data and information on the Designated Investment Alternatives; vi) Construct and monitor the Plan Portfolios;
vii) Assign Participants to Plan Portfolios based upon Plan Data and instruct the Service Provider to make necessary trades in accordance with the assigned Plan Portfolios; viii) Reallocate Participants who enroll in the Managed Account Service on an ongoing basis, but no less frequently than quarterly; and
ix) Communicate with Plan Sponsor with respect to any matters arising its duties or obligations.

V. PLAN SPONSOR OBLIGATIONS AND ACKNOWLEDGEMENTS
i) Plan Sponsor, in its capacity as named fiduciary of the Plan, hereby appoints Morningstar and as "investment manager" to the Plan, with respect to any Participant who has an account within the Plan, and has elected to enroll in the Managed Account Services. Plan Sponsor agrees and acknowledges that the powers of Morningstar to manage, acquire or dispose of any Plan asset shall pertain only to its respective duties and obligations described herein. ii) Plan Sponsor agrees to provide or cause Service Provider to provide accurate and timely Plan Data and understands that Morningstar will rely on such Plan Data to provide the Advisory Services. Morningstar shall not have any liability for Service Provider’s or Plan Sponsor's failure to timely inform Morningstar Service Provider, as applicable, of any changes to the Plan Data. Therefore:
a. Plan Sponsor shall or shall cause Service Provider to provide all necessary Participant census data and updates as requested by Morningstar or Service Provider in order for Morningstar to provide the Advisory Services described in this Agreement;
b. Plan Sponsor shall or shall cause Service Provider to provide Plan information and rules to Morningstar or Service Provider that are necessary for set-up services and promptly notify Morningstar or Service Provider with any updates to this information if changes are made; and

Page 343 of 496 ends

Non-ERISA March 2023
c. Plan Sponsor or its authorized designee shall select the Plan’s Designated Investment Alternatives, and promptly notify Service Provider of any changes to Plan’s Designated Investment Alternatives or transaction rules. iii) All funds eligible for use within the Participant Portfolios are selected by Plan Sponsors at their sole discretion. The initial list of Designated Investment Alternatives must be provided (or have previously been provided) to Morningstar, either by the Service Provider or Plan Sponsor, no later than twelve (12) weeks prior to the launch of the Advisory Services (“Initial Delivery Date”) so that Morningstar may analyze the Designated Investment Alternatives. Plan Sponsor agrees and acknowledges that any funds not included in the list of Designated Investment Alternatives shall not be included in the Advisory Services.

If, after the Initial Delivery Date, Plan Sponsor intends to add funds to the list of Designated Investment Alternatives, it shall cause Service Provider to give Morningstar advance notice of such added funds, up to forty-five (45) days’ notice if administratively possible, which notice shall include the name of the fund, the fund type (i.e. open-end fund or custom fund) and the fund identifier, such as the ticker symbol, cusip, or external fund identification number, as may be applicable.

Plan Sponsor acknowledges that all funds within the list of Designated Investment Alternatives must be covered in Morningstar Inc.’s database in order for such Plan’s Participants to receive the Advisory Services.

The Investment Advice Services do not monitor, review or update suggestions or projections on an ongoing basis. Participants are solely responsible for reviewing and updating their individual financial information and for tracking their account(s) and the market to be aware of any changes in the value of their account.

Plan Sponsor can elect either the Managed Account Services or the Investment Advice Services or can elect to have both the Managed Account Services and the Investment Advice Services. The election will be indicated by checking the appropriate box(es) below:
☐ Managed Account Services – If Managed Account Services is elected, Plan Sponsor shall choose ONE of the following options:

The Managed Account Services will be used as the QDIA for the Plan Sponsor and the Plan Sponsor will enroll all current and future Participants in the Plan into the Advisor Managed Account Services except for Participants that have opted out;
The Managed Account Services will be used as the Dynamic QDIA for the Plan Sponsor and the Plan Sponsor will enroll all current and future Participants in the Plan into the appropriate QDIA depending on their age except for Participants that have opted out; or
Participants will elect to opt into the Managed Account Services. ☐ Investment Advice Services
iv) If the Plan Sponsor uses a target-date fund and the Managed Account Services as the Dynamic QDIA, Plan Sponsor shall be responsible for designating the transition date

Page 344 of 496 ends

Non-ERISA March 2023
or age for Participants to the Managed Account Services and shall communicate that decision with the Service Provider.

VI. Treatment of Company Stock:

Morningstar shall have no duty to provide Advisory Services with respect to securities issued by a Plan Sponsor (“Company Stock”) that cannot be sold in the ordinary course of business due to a Plan provision or instruction from the Plan Sponsor (“Restricted Company Stock”). Restricted Company Stock shall not be included within a Plan Portfolio and Morningstar shall have no liability for any loss or unrealized gain arising from such Restricted Company Stock.

If the Participant’s account includes securities issued by the Plan Sponsor that are freely marketable without restrictions (“Non-Restricted Company Stock”), a Participant may retain some or all of the Participant’s Non-Restricted Company Stock, or the Participant may direct Morningstar to sell the Non-Restricted Company Stock according to a methodology determined by Morningstar. If a Participant directs Morningstar to sell NonRestricted Company Stock, Morningstar will send a transaction instructing the Provider to sell 25% the Participant’s Non-Restricted Company Stock upon the Participant completing a web session or upon Morningstar’s quarterly review of the Participant’s account. All of the Participant’s Non-Restricted Company Stock will be sold if the Non-Restricted Company Stock balance reaches $3,000 or 3% of the Participant’s account balance, or if directed to do so by the Participant. Morningstar’s methodology will also result in the sale of any future contributions of Non-Restricted Company Stock that are allocated automatically to the Participant’s account(s). Participant has the ability to instead restrict the sale of their Non-Restricted Company Stock.

VII. Brokerage Windows
Participants may receive the Advisory Services if Participants are partially invested within their respective Plan in a self-directed brokerage account, mutual fund window, or other similar investment vehicles (collectively “Brokerage Windows”) that cannot feasibly be administered in a managed account. However, Morningstar will only have discretion over that portion of the Participant’s Plan account balance invested outside of the Brokerage Window. Plan Sponsor and Morningstar will jointly ensure that this limitation is communicated to the Participant. Morningstar shall address this limitation in any written materials discussing the Advisory Services and Plan Sponsor shall ensure that such written materials are provided to Participants, as necessary.

VIII. Source Restrictions
Plans that have source restrictions where different investment options are assigned for different money sources cannot be used in conjunction with the Advisory Services.

Page 345 of 496 ends

Non-ERISA March 2023

EXHIBIT B TO INVESTMENT ADVISORY SERVICES AGREEMENT
Fees
If the Plan elects to receive the Managed Account Services, the Plan shall pay Morningstar an annual fee, paid monthly, of an amount equal to 25 basis points to Morningstar (the “Morningstar Investment Management Fee”) and 20 basis points may be charged by the Service Provider on the net assets under management (“AUM”) in the Plan account of each Participant enrolled in the Managed Account Services as of the last day of the month. Plan Sponsor shall contact Service Provider for the final fee. The Service Provider shall deduct the Morningstar Investment Management Fee from the enrolled Participant’s Plan account and remit the fees to Morningstar. The AUM shall exclude the following:
• Outstanding loan amounts,
• Amounts in adjustment accounts,
• Self-directed brokerage balances,
• Company stock, and
• Any other assets excluded from the Managed Account Service.

Plan Participants that enroll or unenroll or terminate and distribute their accounts in the Managed Account Service in the middle of a month will be pro-rated based on the number of days the account is active based on a percentage of the total number of days in the month.

Collection Authorization and Payment Terms
The parties hereby agree that Service Provider shall collect all applicable fees from each Participant’s Plan account and is hereby authorized to remit such fees to Morningstar. The parties agree and acknowledge that Service Provider shall collect and remit the Morningstar Investment Management Fee in monthly installments in arrears beginning at the end of the month in which the Morningstar Investment Management Fees were earned by Morningstar.

Page 346 of 496 ends

Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates. Affiliates are separately responsible for their own financial and contractual obligations.

PAD-6532398-040524 Page 1 of 2
RPS10209 04/24
For use with:

Multi-Fund® 1-4
Multi-Fund® Select
Lincoln Life Group Fixed Annuity
Lincoln Life Group Variable Annuity
Multi-Fund® Group Variable Annuity
Lincoln Alliance® program
Authorized signature record
General information
Plan Sponsor name______________________________________________________________________________________________ Plan ID(s) _____________________________________________________________________________________________________ Authorization
For all products other than the Lincoln Alliance® program: The following persons are authorized representatives of the Plan Sponsor and have the authority to approve withdrawals from assets held under this plan for plan benefits as described in the plan.

For the Lincoln Alliance® program: Lincoln Retirement Services Company, LLC (LRSC) will use this form when determining the validity of signatures received on participant request forms. If the signature on a participant request form does not correspond with what is listed below, the form will be forwarded to the above mentioned Plan Sponsor for approval. The Plan Sponsor is responsible for informing LRSC if there is a change to the list below. LRSC will process the participant request pursuant to the procedures outlined in the Service Agreement. All other requests will be forwarded to the Plan Sponsor for approval. The following persons(s) is/are authorized to approve participant requests on behalf of the Plan Sponsor prior to processing:

Add Delete
Name_________________________________________________ Title _____________________________________________________ Phone _________________________________________________Fax _____________________________________________________ Email _________________________________________________________________________________________________________ Signature ____________________________________________________________Date ____________________________(mm/dd/yyyy) Add Delete
Name_________________________________________________ Title _____________________________________________________ Phone _________________________________________________Fax _____________________________________________________ Email _________________________________________________________________________________________________________ Signature ____________________________________________________________Date ____________________________(mm/dd/yyyy) Add Delete
Name_________________________________________________ Title _____________________________________________________ Phone _________________________________________________Fax _____________________________________________________ Email _________________________________________________________________________________________________________ Signature ____________________________________________________________Date ____________________________(mm/dd/yyyy) Add Delete
Name_________________________________________________ Title _____________________________________________________ Phone _________________________________________________Fax _____________________________________________________ Email _________________________________________________________________________________________________________ Signature ____________________________________________________________Date ____________________________(mm/dd/yyyy)

Page 347 of 496 ends

Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates. Affiliates are separately responsible for their own financial and contractual obligations.

PAD-6532398-040524 Page 2 of 2
RPS10209 04/24
Signature
You certify that any one of the signatures in the previous section may be accepted as valid for authorizing participant transactions.

Plan Sponsor name _______________________________________________________________________________________________ Plan Sponsor signature ___________________________________________________ Date ________________________ (mm/dd/yyyy) Return this form to:

Email a copy of this form to your account manager.

Multi-Fund® variable annuities (contract numbers 18829, 18831, 25982, 28645, 28883, 30070-B, and state variations) are issued by The Lincoln National Life Insurance Company, Fort Wayne, IN, and distributed by Lincoln Financial Distributors, Inc., a broker-dealer. The Lincoln National Life Insurance Company does not solicit business in the state of New York, nor is it authorized to do so. Contractual obligations are subject to the claims-paying ability of The Lincoln National Life Insurance Company.

Lincoln Group Fixed Annuity is issued on contract forms 19346, 26378, GAC96-101, GAC96-102, GAC96-103 and GAC96-113 and state variations by The Lincoln National Life Insurance Company, Fort Wayne, IN. The Lincoln National Life Insurance Company does not solicit business in the state of New York, nor is it authorized to do so.

Contractual obligations are subject to the claims-paying ability of The Lincoln National Life Insurance Company.

Contracts sold in New York are issued on contract forms GAC91-101NY, GAC95-111NY, GAC96-101NY, and GAC96-103NY by Lincoln Life & Annuity Company of New York, Syracuse, NY. The contractual obligations are subject to the claims-paying ability of Lincoln Life & Annuity Company of New York.

Lincoln Group Variable Annuities (contract numbers GAC96-101, GAC96-103-VAR, and state variations) are issued by The Lincoln National Life Insurance Company, Fort Wayne, IN, and distributed by Lincoln Financial Distributors, Inc., a broker-dealer. The Lincoln National Life Insurance Company does not solicit business in the state of New York, nor is it authorized to do so. Contractual obligations are subject to the claims-paying ability of The Lincoln National Life Insurance Company.

Contracts sold in New York (contract forms GAC91-101NY, GAC91-111NY, GAC95-111NY, GAC96-101NY, GAC96-103NY and GAC96-111NY) are issued by Lincoln Life & Annuity Company of New York, Syracuse, NY and distributed by Lincoln Financial Distributors, Inc., a broker-dealer. Contractual obligations are subject to the claims-paying ability of Lincoln Life & Annuity Company of New York.

Mutual funds in the Lincoln Alliance® program are sold by prospectus. An investor should consider carefully the investment objectives, risks, and charges and expenses of the investment company before investing. The prospectus and, if available, the summary prospectus contain this and other important information and should be read carefully before investing or sending money. Investment values will fluctuate with changes in market conditions, upon withdrawal, your investment may be worth more or less than the amount originally invested. Prospectuses for any of the mutual funds in the Lincoln Alliance® program are available at 800-234-3500.

The program includes certain services provided by Lincoln Retirement Services Company, LLC and Lincoln Financial Group Trust Company, Inc. with wholesale marketing and distribution services provided by Lincoln Financial Distributors, Inc. (LFD), a wholesale broker-dealer (member FINRA). All entities listed are affiliates of Lincoln Financial Group, the marketing name for Lincoln National Corporation. Unaffiliated broker-dealers also may provide services to customers. Account values are subject to fluctuation, including loss of principal.

Some investment options may not be available in all states, and your employer may restrict the availability of some investment options. The investment return and principal value of an investment will fluctuate so that when withdrawn from the contract it may be worth more or less than the original cost.

Product and features subject to state availability. Limitations and exclusions may apply.

The Lincoln National Life Insurance Company (P.O. Box 2340, Fort Wayne, IN 46801-2340, 800-341-0441) may act as the administrative agent for UNUM Life Insurance Co. of America. Lincoln Life & Annuity Company of New York (P.O. Box 2340, Fort Wayne, IN 46801-2340, 800-341-0441) may act as the administrative agent for First UNUM Life Insurance Company and UNUM Life Insurance Co. of America.

Affiliates of Lincoln National Corporation include, but are not limited to, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, and Lincoln Retirement Services Company, LLC.

Correspondence Contacts
If Lincoln provides plan document and/or compliance services for your plan, please confirm if you’d like the individuals added on this form to be included on any plan document or compliance emails that Lincoln sends.

Yes, include these individuals on these notices. No, do not include these individuals on these notices.

Page 348 of 496 ends

ATTACHMENT 3

Page 349 of 496 ends

Funded HRA Basic Plan Document (Single Employer ERISA)

FUNDED HEALTH REIMBURSEMENT ARRANGEMENT

BASIC PLAN DOCUMENT

Page 350 of 496 ends

Funded HRA Basic Plan Document (Single Employer ERISA)

TABLE OF CONTENTS
ARTICLE I. INTRODUCTION ................................................................................................................1 ARTICLE II. DEFINITIONS...................................................................................................................2 ARTICLE III. ELIGIBILITY AND PARTICIPATION OF EMPLOYEES ...........................................................6 ARTICLE IV. BENEFITS UNDER THE PLAN ............................................................................................9 ARTICLE V. CONTRIBUTIONS AND TRUST .........................................................................................15 ARTICLE VI. CLAIMS DETERMINATIONS AND REVIEW OF DENIED CLAIM ...........................................16 ARTICLE VII. HIPAA PRIVACY AND SECURITY PROVISIONS ................................................................21 ARTICLE VIII. PLAN ADMINISTRATION..............................................................................................25 ARTICLE IX. PLAN AMENDMENT AND TERMINATION..........................................................................27 ARTICLE X. GENERAL PROVISIONS....................................................................................................28

Page 351 of 496 ends

INTRODUCTION

1.1 Establishment. An executed Adoption Agreement plus this Basic Plan Document constitute the “Plan.” The effective date of the Plan is set forth in the Adoption Agreement.

1.2 Purpose. The purpose of the Plan is to provide certain Employees with an opportunity to receive reimbursement for certain Eligible Expenses as provided in this Plan. It is the intention of the Adopting Employer that the benefits provided and payable under this Plan be eligible for exclusion from the gross income of Participants as provided by Sections 105(b) and 106 of the Code. In addition, it is the intention of the Adopting Employer that the Plan qualify as a Health Reimbursement Arrangement (“HRA”) under IRS Revenue Ruling 2002-41 (June 26, 2002) and IRS Notice 2002-45 (June 26, 2002).

1.3 HIPAA Privacy and Security Rules. This Plan is a “covered entity” for purposes of the Privacy Rules and Security Rules as described in greater detail in Article VII below.

1.4 Trust. This Plan is funded through a Trust, reflected in a separate document.

Page 352 of 496 ends

DEFINITIONS
The following words and phrases are used in this Plan and shall have the meanings set forth in this Article unless a different meaning is clearly required by the context or is defined within an Article.

2.1 Adopting Employer means the entity that adopts this Plan by completing and executing an Adoption Agreement.

2.2 Adoption Agreement means the separate agreement, or portions thereof, completed and executed by an Adopting Employer setting forth the Adopting Employer’s selection of options under the Plan.

2.3 Authorized Representative means, for the claims and appeal procedures, the person entitled to act on behalf of the claimant with respect to a benefit claim or appeal. In order for the Plan to recognize a person as an Authorized Representative, written notification to that affect signed by the claimant and notarized must be received by the Plan. An assignment for purposes of payment is not designation of an “Authorized Representative.”

2.4 Basic Plan Document means this document, which together with an executed Adoption Agreement constitutes the Plan for an Adopting Employer.

2.5 Claims Administrator means the person or entity designated by and under contract with the Plan Administrator to perform certain administrative functions, including, but not limited to, claims administration and recordkeeping.

2.6 Claims Run-out Period means the period of time following the end of a Plan Year (Section 4.3) or the termination of a Participant’s participation in the Plan (Section 4.7) during which the Participant may submit claims to the Plan for expenses incurred during the Plan Year or the Participant’s participation (as the case may be).

2.7 Code means the Internal Revenue Code of 1986, as amended from time to time.

2.8 Covered Individual means a Participant, Dependent of a Participant and the Spouse of a Participant, and any other person appropriately covered under the Plan.

2.9 Dependent means as defined in the Adoption Agreement.

2.10 Employee means any person employed by the Adopting Employer and on the Employer’s W-2 payroll on or after the Effective Date. Employee does not include the following:
(a) Any self-employed individual as described in Section 401(c) of the Code; (b) Any employee included within a unit of employees covered by a collective bargaining agreement unless such agreement expressly provides for coverage of the employee under this Plan;
(c) Any employee who is a nonresident alien and receives no earned income from the Adopting Employer from sources within the United States;
(d) Any employee who is a leased employee as defined in Section 414(n)(2) of the Code;

Page 353 of 496 ends

© 2020 HitesmanLaw, P.A. 3
Funded HRA Basic Plan Document (Single Employer ERISA)
(e) An individual classified by the Employer as a contract worker, independent contractor, temporary employee, or casual employee, whether or not any such persons are on the Employer’s W-2 payroll or are determined by the IRS or others to be common-law employees of the Employer; and
(f) Any individual who performs services for the Employer but who is paid by a temporary or other employment or staffing agency such as “Kelly,” “Manpower,” etc., whether or not such individuals are determined by the IRS or others to be common-law employees of the Employer.

2.11 Employer Contribution means a nonelective contribution made by the Adopting Employer on behalf of each Participant in accordance with Section 5.1. The Employer Contribution is an amount that has not been actually or constructively received by the Participant, and it is made available to the Participant exclusively for reimbursement under the Plan. Employer Contributions may include mandatory salary reduction contributions.

2.12 Entry Date means the date as of which an Employee becomes a Participant in this Plan as set forth in the Adoption Agreement.

2.13 ePHI means PHI maintained or transmitted in electronic media, including, but not limited to, electronic storage media (i.e., hard drives, digital memory medium) and transmission media used to exchange information in electronic storage media (i.e., internet, extranet, and other networks).

PHI transmitted via facsimile and telephone is not considered to be transmissions via electronic media.

2.14 ERISA means the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended from time to time.

2.15 HC Account means “health care account” and is the record keeping account established under the Plan for each Participant.

2.16 Health Care Expense means as defined in the Adoption Agreement, provided it is defined no more broadly than as allowed under applicable law. Notwithstanding the foregoing, if the Adopting Employer sponsors a cafeteria plan, Health Care Expense shall not include premiums that may be paid on a pre-tax basis in accordance with the terms of such cafeteria plan, which may include premiums for major medical coverage provided by the Employer and premiums for coverage under an insurance contract, health maintenance organization agreement, or other benefit agreement providing coverage issued on a non-group, individual basis. To the extent Health Care Expense is defined in the Adoption Agreement to include premiums for qualified long-term care insurance, the amount of such premium that will qualify as a Health Care Expense shall be limited to the portion that constitutes “eligible long-term care premiums” as defined in Section 213(d)(10) of the Code.

Notwithstanding the foregoing, if the Plan is an integrated HRA and the group medical plan in which a Participant is enrolled does not provide at least 60% minimum value, then, during the period of time in which such a Participant is receiving contributions to the Plan, Health Care Expense for such a Participant shall be defined no more broadly than allowed under applicable law. “Health Care Expense” shall not include premiums for a medical insurance policy issued in the individual insurance market or through a public exchange. Health Care Expenses are sometimes referred to herein as “Eligible Expenses.”

2.17 HIPAA means the Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended from time to time.

Page 354 of 496 ends

2.18 Health Reimbursement Arrangement (“HRA”) means the Employer-funded medical reimbursement program within the meaning of IRS Revenue Ruling 2002-41 (June 26, 2002) and IRS Notice 2002-45 (June 26, 2002).

2.19 Highly Compensated Individual means an individual who is (1) one of the five highest paid officers, (2) a more than ten percent shareholder, or (3) among the highest paid 25 percent of all Employees, except (i) Employees who have not completed 3 years of service, (ii) Employees who have not attained age 25, (iii) part-time or seasonal Employees, (iv) Employees not included in the Plan who are included under a collective bargaining agreement, and (v) Employees who are nonresident aliens and who receive no earned income from a source within the United States.

2.20 Limited Scope Health Care Expense means, unless provided otherwise in the Adoption Agreement, a Health Care Expense for dental or vision care that qualifies as an expense for medical care under Section 213(d) of the Code. Limited Scope Health Care Expenses are sometimes referred to herein as “Eligible Expenses.”

2.21 Managing Body means the person or persons with authority to make decisions for the Adopting Employer.

2.22 Participant means any Employee (or former Employee) who is or may become eligible to receive a benefit through this Plan. In addition, Participant includes persons “deemed” to be Participants under a specific provision of this Plan.

2.23 PHI means health information that:
(a) Is created or received by a health care provider, health plan, or health care clearinghouse; (b) Relates to the past, present, or future physical or mental health or condition of an individual (including “genetic information” as that term is defined in the Genetic Information Nondiscrimination Act of 2008); the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (c) Either identifies the individual or reasonably could be used to identify the individual.

2.24 Plan means this Plan as may be amended from time to time. It consists of a completed Adoption Agreement plus the Basic Plan Document. The name of the Plan is specified in the Adoption Agreement.

2.25 Plan Administrator means the entity, person or persons determined under Section 8.1.

2.26 Plan Year means the twelve (12) month period beginning and ending as indicated in the Adoption Agreement. The initial Plan Year may be a “short” Plan Year beginning and ending as indicated in the Adoption Agreement. The records of the Plan will be kept based upon the Plan Year.

2.27 Privacy Rules means the Standards of Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164 at subparts A and E.

2.28 Security Incident means “security incident” as defined in 45 C.F.R. Section 164.304, which generally defines “security incident” to include attempted or successful unauthorized access, use, disclosure, modification, or destruction of ePHI.

2.29 Security Rules means the Security Standards and Implementation Specifications at 45 C.F.R. Part 160 and Part 164, subpart C.

Page 355 of 496 ends

2.30 Spouse means “Spouse” as defined in the Adoption Agreement.

2.31 Trust means the trust identified in the Adoption Agreement, created for the purpose of accepting and holding Employer Contributions, and limited other contributions, made under the Plan.

2.32 Trustee means the trustee of the Trust.

Page 356 of 496 ends

ELIGIBILITY AND PARTICIPATION OF EMPLOYEES

3.1 Eligibility Requirements. Each Employee shall be eligible to participate in this Plan upon meeting the eligibility requirements set forth in the Adoption Agreement.

3.2 Participant Status. An Employee who has met the eligibility requirements described in Section

3.1 shall become a Participant as of the Employee’s Entry Date.

3.3 Conditions of Participation. As a condition of participation and receipt of benefits under this Plan, the Participant agrees to:
(a) Observe all Plan rules and regulations;
(b) Consent to inquiries by the Claims Administrator and Plan Administrator with respect to any provider of services involved in a claim under this Plan; (c) Submit to the Plan Administrator all notifications, reports, bills, and other information required by the Plan or which the Claims Administrator and Plan Administrator may reasonably require; and
(d) Cooperate with all reasonable requests of the Claims Administrator and Plan Administrator that may be necessary for the proper administration of the Plan.

Failure to comply with the foregoing conditions relieves the Plan, Plan Administrator, Claims Administrator, and Adopting Employer of any obligations under this Plan with respect to that Participant and any others claiming entitlement to benefits under this Plan through that Participant and shall result in the termination of the Participant’s participation in the Plan.

3.4 Coverage Options. The Plan consists of one or more of the following coverage options as described below.
(a) One or more of the following coverage options, as indicated in the Adoption Agreement, are available under the Plan:
(1) Full Scope Option. Participants may receive reimbursement for Health Care Expenses incurred by themselves and their Spouses and Dependents, provided that a Spouse or Dependent’s Health Care Expenses are reimbursable only if that Spouse or Dependent is enrolled in the Adopting Employer’s group medical plan or, if provided in the Adoption Agreement, that Spouse or Dependent is enrolled in another employer’s group medical plan and the Participant provides an attestation of that fact.
(2) Limited Scope Option. Participants may receive reimbursement for only Limited Scope Health Care Expenses incurred by themselves and their Spouses and Dependents.
(3i) Suspended Account Option. Participants may receive no reimbursements from their HC Accounts. However, the balance of the Participant’s HC Account will be preserved for use in subsequent Plan Years.
(b) Participants will be covered under the “Full Scope Option” unless the Participant elects in writing and in a manner specified by the Plan Administrator to participate in another

Page 357 of 496 ends

© 2020 HitesmanLaw, P.A. 7
Funded HRA Basic Plan Document (Single Employer ERISA)
available coverage option. Notwithstanding the foregoing, if provided in the Adoption Agreement, Participants enrolled in a high deductible health plan (as defined in Section 223 of the Code) sponsored by the Adopting Employer shall automatically be enrolled in the coverage option specified in the Adoption Agreement. If an election of coverage options is required, such an election shall be effective on a Plan Year basis, shall be made prior to the beginning of the Plan Year, shall be irrevocable during the Plan Year, and shall automatically renew for subsequent Plan Years unless the Participant makes an election (in the manner specified above) to participate in a different coverage option for such subsequent Plan Year. Notwithstanding the foregoing, the Plan Administrator may allow an election of a coverage option mid-year when a Participant enters the Plan mid-Plan Year, the Plan is amended mid-Plan Year to include an additional coverage option, or the Adopting Employer makes changes to its group medical plan (e.g., adds a high deductible health plan) mid-Plan Year.
(c) If a Participant changes coverage options, the following rules apply with respect to claims for reimbursement under the Plan:
(1) Expenses will be eligible for reimbursement under the Plan in accordance with the coverage option in which the Participant is enrolled at the time the expense is incurred. For example, if a Participant who is enrolled in the “Limited Scope Option” incurs an expense for something other than a Limited Scope Health Care Expense, that expense cannot be reimbursed under the Plan at any time in the future (e.g., if the Participant subsequently becomes covered under the “Full Scope Option”).
(2) Notwithstanding the foregoing, unless provided otherwise in the Adoption Agreement, a Health Care Expense incurred while the Participant is covered under the “Full Scope Option” will not be reimbursed if the claim for such expense is submitted after the Participant has become covered under another coverage option and such expense is not reimbursable under the new coverage option. For example, if a Participant incurs an expense for something other than a Limited Scope Health Care Expense while covered under the “Full Scope Option,” that expense cannot be reimbursed if the claim is submitted after the Participant becomes covered under the “Limited Scope Option.”

3.5 Waiver of Participation. A Participant may elect to permanently waive future participation in and reimbursements under this Plan (the “opt out election”). The opportunity to make an opt out election will be made available annually and upon termination of the Participant’s employment with the Adopting Employer. An opt out election shall be made in accordance with procedures established by the Plan Administrator. If the opt out election is made during the election opportunity provided annually, the opt out election will be effective as of the last day of the Plan Year in which it is made. If the opt out election is made during the election opportunity provided upon termination of employment, the opt out election will be effective on the date specified in the Adoption Agreement. If a Participant makes an opt out election, no reimbursements will be provided by the Plan to that Participant for Eligible Expenses incurred after the effective date of the opt out election. However, unless otherwise prohibited by applicable law (including regulatory guidance), a Participant making an opt out election may continue to submit claims for Eligible Expenses incurred prior to the effective date of the opt out election until the close of the applicable claim Claims Run-out Period. Furthermore, if provided in the Adoption Agreement, a Participant’s opt out election shall expire upon the close of the Plan Year for which the election was made and the Participant’s prior HC Account balance (as of the time of the opt out election minus subsequent reimbursements) shall be reinstated on the first day of the subsequent Plan Year, provided however

Page 358 of 496 ends

© 2020 HitesmanLaw, P.A. 8
Funded HRA Basic Plan Document (Single Employer ERISA)
that the Participant may renew his/her opt out election for such Plan Year in accordance with the procedures established by the Plan Administrator.

3.6 Termination of Contributions. Unless provided otherwise in the Adoption Agreement, a Participant shall cease to be eligible to receive contributions under this Plan at midnight of the earliest of the following dates:
(a) The date of the death of the Participant;
(b) The date of termination of the Participant's employment with the Adopting Employer; (c) The date of the Participant's failure to meet the eligibility requirements of Section 3.1, as may be amended from time to time in accordance with Article IX; or (d) The date of termination of the Plan in accordance with Article IX.

Termination of contributions under this Plan shall not prevent a former Participant from receiving continuation coverage required by applicable law.

3.7 Termination of Participation. Unless provided otherwise in the Adoption Agreement, a Participant automatically ceases to be a Participant at midnight of the earliest of the following dates:
(a) The date of the termination of the Participant’s employment with the Adopting Employer; (b) The date of the death of the Participant;
(c) The date the balance of the Participant’s HC Account reaches zero, if no further contributions will be made to said account under Article V; or (d) The date of termination of the Plan in accordance with Article IX.

Participation may also terminate for cause, including for failing to comply with the conditions of participation described in Section 3.3 and/or for making fraudulent or improper claims. In certain cases, if participation is terminated for cause, the Participant’s coverage may be terminated retroactively to the date on which the event giving rise to the cause occurred. Termination of participation in this Plan shall not prevent a former Participant from receiving continuation coverage required by applicable law.

Page 359 of 496 ends

BENEFITS UNDER THE PLAN

4.1 Benefits. The Plan shall reimburse Eligible Expenses in accordance with Section 3.4 and this Article IV.

4.2 Health Care (“HC”) Account. The HC Account will be credited with the Employer Contribution.

A Participant’s HC Account will be decreased from time to time in the amount of payments made to the Participant for Eligible Expenses.

4.3 Claims for Reimbursement. A Participant may obtain reimbursement of Eligible Expenses by submitting a paper claim or through an electronic payment card as described below. (a) Paper Claims. A Participant may make a claim by completing a claim form and submitting such form to the Claims Administrator setting forth at least the following:
(1) the amount, date and nature of the expense, including the identity of the individual who incurred the expense;
(2) the name of the person or entity to which the expense was paid or is owed; (3) the Participant’s statement that the expense has not been reimbursed and the Participant will not seek reimbursement for the expense; and (4) such other information as the Claims Administrator may require.

Such claim form shall be accompanied by such bills, invoices, receipts, explanations of benefits (“EOB”) issued by a health plan, or other statements from an independent third party as is necessary to establish that an Eligible Expense has been incurred and the amount of the expense. The Claims Administrator is entitled to rely on the information provided on the claim form in processing claims under this Plan. A claim must be submitted for payment within the time period indicated in the Adoption Agreement. Where circumstances beyond the Participant’s control prevent submission within the described time frame, notice of a claim with an explanation of the circumstances may be accepted by the Claims Administrator as a timely filing. Claims shall be determined in accordance with Article VI.
(b) Electronic Payment Card. A Participant may receive reimbursement of an Eligible Expense by use of an electronic payment card at the time the Eligible Expense is incurred.

The use of the electronic payment card shall be subject following conditions:
(1) The electronic payment card will be deactivated when a Participant’s participation in the Plan terminates.
(2) The balance of the electronic payment card shall be limited to 90% of the balance of the Participant’s HC Account.
(3) A Participant must certify in writing prior to issuance of the electronic payment card that:
(i) the electronic payment card will be used only for Eligible Expenses that have not been reimbursed under any other plan covering similar benefits; and

Page 360 of 496 ends

© 2020 HitesmanLaw, P.A. 10
Funded HRA Basic Plan Document (Single Employer ERISA)
(ii) the Participant will not seek reimbursement for any expense paid with the electronic payment card under any other plan covering benefits.

The electronic payment card shall include a statement providing that each use of the card shall constitute a reaffirmation of the certification. (4) The electronic payment card may be used only at merchants who are health care providers (e.g., doctor’s office, hospital, pharmacy, etc.) or other merchants identified in applicable IRS guidance.
(5) Each time the electronic payment card is used, a Participant shall obtain and retain a third party statement from the health care provider containing the information necessary to substantiate that the expense paid by the card was an Eligible Expense.
(6) Claims shall be substantiated if one of the following conditions is satisfied:
(i) The Participant provides, upon request by the Claims Administrator (or its designee), the third party statement with respect to the claim. (ii) The payment was made to a merchant who is a health care provider and it matches a specific co-payment the Participant has under a group medical or group dental plan sponsored by the Adopting Employer or a multiple of that co-payment of not more than five (5) times the dollar amount of the co-payment.
(iii) The payment was made to a merchant who is a health care provider and is for an expense with the same amount, duration, and health care provider as a previously approved expense under this Plan. (iv) The payment was made to a merchant who is a health care provider and the electronic claim file with respect to the expense is accompanied by an electronic or written confirmation from the health care provider that verifies the nature and amount of the expense and that the expense is an Eligible Expense.
(v) The electronic payment card is used at a merchant (of any kind) that participates in an inventory information approval system developed by the card provider that verifies, at the time of purchase, that the goods being purchased constitute medical care.
(7) Special rules apply to the use of the electronic payment card to purchase overthe-counter drugs and medicines other than insulin. Notwithstanding the rules described above regarding the use of the card to purchase medical care, unless and until the IRS issues guidance providing the following procedures need not be followed (in which case such guidance shall be incorporated herein by reference), the card may be used to purchase such over-the-counter drugs and medicines only in the following circumstances:
(i) At any 90% pharmacy if the expense is substantiated after the purchase in accordance with paragraph (6)(i) above.

Page 361 of 496 ends

© 2020 HitesmanLaw, P.A. 11
Funded HRA Basic Plan Document (Single Employer ERISA)
(ii) At drug stores, pharmacies, non-health care merchants that have pharmacies, and mail order or web-based merchants that sell prescription drugs if (a) the cardholder presents the prescription to the pharmacist; (b) the pharmacist assigns a prescription number and dispenses the over-thecounter drug or medicine in accordance with applicable law; (c) the pharmacy retains a record of the transaction, including the name on prescription, prescription number, date, and the amount of the purchase; (d) the pharmacy’s records are accessible by the employer or its agent; (e) the debit card system does not allow over-the-counter drugs or medicines without a prescription number; and (f) the expense is substantiated in accordance with the standard rules described above in paragraph (6).
(iii) At merchants having healthcare related merchant codes (other than merchants described in item ii above) if the expense is substantiated in accordance with the standard rules described above in paragraph (6). (8) A Participant shall repay the Plan for a payment with respect to any claim not substantiated (and therefore not eligible for reimbursement) as required above.

The Plan shall handle unsubstantiated claims as required under the Code and applicable regulations.
(9) The use of an electronic payment card does not constitute a “claim” under the claims procedures.

4.4 Incurred Expenses. An expense is “incurred” when the Participant is provided with the care giving rise to the Eligible Expense, not when the service is billed or paid. Reimbursement shall not be made for future projected expenses. To be reimbursable, the Participant must have incurred an Eligible Expense after his/her Entry Date.

4.5 Timing of Reimbursement. For claims made via a paper claim, Participants shall be reimbursed weekly.

4.6 Maximum Reimbursement. The maximum reimbursement a Participant may receive at any time shall be the amount of the Participant’s HC Account balance at the time the reimbursement request is processed. The maximum reimbursement requirements apply to the Participant, Spouse, and Dependents on an aggregate basis, not an individual basis. Notwithstanding the foregoing, in order to accommodate fluctuations in the market value of the assets in which an HC Account is invested, the Plan Administrator (or its designee) may limit the amount of reimbursements a Participant may receive to 90% of the Participant’s HC Account balance at the time the reimbursement request is processed. If a Participant’s claim is for an amount that is more than the maximum described above, the excess, unreimbursed part of the claim will be pended and paid as the balance of the Participant’s HC Account becomes adequate. Notwithstanding the foregoing, the excess, unreimbursed portion of a claim will not be pended if the HC Account has been exhausted and no further contributions will be made to the Participant’s HC Account under Article V.

4.7 Termination of Participation.
(a) Termination of Employment. Notwithstanding anything herein to the contrary, a Participant will have the rights described in the Adoption Agreement when he/she terminates employment with his/her Employer (other than upon death) with a balance in his/her HC Account. If the Adoption Agreement indicates the balance of the Participant’s

Page 362 of 496 ends

© 2020 HitesmanLaw, P.A. 12
Funded HRA Basic Plan Document (Single Employer ERISA)
HC Account will be transferred to another HRA, the Plan Administrator may establish procedures for facilitating the transfer of the HC Account to the other HRA, including procedures related to reimbursement of Eligible Expenses incurred prior to the Participant’s termination of employment. If the Adoption Agreement indicates the balance of the Participant’s HC Account will be transferred to another HRA, the Plan Administrator may establish procedures for facilitating the transfer of the HC Account to the other HRA, including procedures related to reimbursement of Eligible Expenses incurred prior to the Participant’s termination of employment.
(b) Death.
(1) Notwithstanding anything herein to the contrary, if a Participant incurred an Eligible Expense prior to his/her death that would have been reimbursable by the Plan but that has not been submitted for reimbursement, the deceased Participant's estate may submit such Eligible Expense for reimbursement in accordance with Section 4.3(a). A certified copy of the deceased Participant’s death certificate and proof that the person acting upon behalf of such Participant’s estate has authority to do so must be submitted with such claims. (2) Notwithstanding anything herein to the contrary, if a Participant has a surviving Spouse or Dependents at the time of his/her death, such surviving Spouse and Dependents will have the rights described in the Adoption Agreement with respect to the balance of the Participant’s HC Account. If the Adoption Agreement indicates the surviving Spouse and Dependents shall have access to the Participant’s HC Account or the balance of the HC Account will be transferred to another HRA, no such access or transfer will occur unless and until a certified copy of the deceased Participant’s death certificate has been provided to the Claims Administrator. The Plan Administrator may establish additional procedures for facilitating the access by the surviving Spouse and Dependents or the transfer of the HC Account to the other HRA, including procedures related to reimbursement of Eligible Expenses incurred prior to the Participant’s death. (3) Notwithstanding anything herein to the contrary, if a Participant does not have a surviving Spouse or Dependent but does have a Designated Beneficiary at the time of his/her death, the Participant’s Designated Beneficiary will have the rights described in the Adoption Agreement with respect to the balance of the Participant’s HC Account. If the Adoption Agreement indicates the Designated Beneficiary shall have access to the Participant’s HC Account or the balance of the HC Account will be transferred to another HRA, no such access or transfer will occur unless and until a certified copy of the deceased Participant’s death certificate has been provided to the Claims Administrator and the Designated Beneficiary has certified that the Participant does not have a surviving Spouse or Dependent. The Plan Administrator may establish additional procedures for facilitating the access by the Designated Beneficiary or the transfer of the HC Account to the other HRA, including procedures related to reimbursement of Eligible Expenses incurred prior to the Participant’s death. If provided in accordance with the Adoption Agreement, reimbursements paid to a Designated Beneficiary shall be reported as taxable income to the Designated Beneficiary to the extent required by law. For purposes of the Plan, a “Designated Beneficiary” is a person designated by a Participant as his/her beneficiary in accordance with the procedures established by the Claims Administrator for doing so. A Participant may designate one or more contingent Designated Beneficiaries who will become a Designated Beneficiary if the primary Designated Beneficiary predeceases the

Page 363 of 496 ends

© 2020 HitesmanLaw, P.A. 13
Funded HRA Basic Plan Document (Single Employer ERISA)
Participant. An individual who is the Participant’s Spouse or Dependent is not a Designated Beneficiary even if the Participant has attempted to designate his/her Spouse or Dependent as a beneficiary.

4.8 Nondiscrimination. This Plan is intended to be nondiscriminatory and to meet the nondiscrimination requirements under applicable sections of the Code. If the Plan Administrator or an Employer determines before or during any Plan Year, that the Plan may fail to satisfy any nondiscrimination requirement imposed by the Code or any limitation on benefits provided to Highly Compensated Individuals, the Plan Administrator or Employer shall take such action as the Plan Administrator or Employer deems appropriate, under rules uniformly applicable to similarly situated Participants, to assure compliance with such requirements or limitation.

4.9 HC Account Forfeitures. Unless provided otherwise in the Adoption Agreement and subject to the provisions of Section 4.7, any amount remaining in a Participant’s HC Account shall be forfeited following the later to occur of: (a) the termination of Participant’s participation in the Plan (including, but not limited to, the Participant’s election to opt out under Section 3.5), (b) the termination of any continuation coverage provided by the Plan under applicable law, or (c) the termination of any other coverage provided by the Plan in accordance with Section 4.7.

Notwithstanding the forgoing, a Participant’s HC Account shall also be forfeited if: (1) the balance of the HC account is less than $25, (2) no further contributions shall be made to the HC Account, and (3) no claim has been submitted by the Participant for a period of six (6) months. In addition, the portion of the Participant’s HC Account that is not vested shall be forfeited upon the Participant’s termination of employment. Forfeited amounts shall be used for the purposes described in the Adoption Agreement. However, except as allowed under the Trust, no amounts will revert to the Adopting Employer. If the Adoption Agreement indicates that forfeitures shall be contributed to the HC Accounts of other Participants, the following rules shall apply. Forfeitures occurring during a Plan Year shall be held in a separate subaccount until the close of the Plan Year. Immediately following the close of the Plan Year, the forfeitures shall be contributed to the HC Accounts of all Participants employed by the Adopting Employer on the last day of such Plan Year in the manner provided in the Adoption Agreement (i.e., on a per capita or pro rata basis). To the extent the full balance of the forfeiture subaccount cannot be allocated as provided in the Adoption Agreement (e.g., because the balance does not divide evenly among the number of Participants), any balance remaining shall be held in the forfeiture subaccount until the end of the subsequent Plan Year and allocated at that time.

4.10 Qualified Medical Child Support Orders (“QMCSOs”). Notwithstanding any provision of this Plan to the contrary this Plan shall recognize Qualified Medical Child Support Orders (“QMCSOs”).

To be a QMCSO, certain procedures established by the Plan Administrator must be followed.

Participants involved in a divorce or child custody matter should be directed to have their legal counsel contact the Plan Administrator.

4.11 Coordination with Cafeteria Plan. To the extent the Adopting Employer also sponsors a medical reimbursement program as part of its cafeteria plan within the meaning of Section 125 of the Code, a Participant participates in the medical reimbursement program, and the Participant or a Covered Individual covered through such a Participant incurs an Eligible Expense that is also eligible for reimbursement under the medical reimbursement program, which program pays first is described in the Adoption Agreement.

4.12 Further Limitations on Benefits.
(a) This Plan does not cover expenses incurred for any loss caused by or resulting from injury or disease for which benefits are payable under any worker's compensation law or other employer, union, association or governmental sponsored group insurance plan.

Page 364 of 496 ends

© 2020 HitesmanLaw, P.A. 14
Funded HRA Basic Plan Document (Single Employer ERISA)
(b) This Plan does not cover expenses incurred for any loss caused by or resulting from injury or disease for which benefits are received by the Participant, the Participant's Spouse or the Participant's Dependent under any health and accident insurance policy or program, whether or not premiums are paid by the Adopting Employer or by the Participant, the Participant's Spouse or the Participant's Dependent child. (c) Amounts reimbursed under a dependent care assistance program described in Section 129 of the Code shall not be reimbursed under this Plan.
(d) Other limitations, if any, as set forth in the Adoption Agreement.

Page 365 of 496 ends

CONTRIBUTIONS AND TRUST

5.1 Employer Contributions. The Adopting Employer shall make a fixed contribution per Participant as set forth in the Adoption Agreement. The amount of the Employer Contribution, and any restrictions on the use thereof, shall be identified in the Adoption Agreement and communicated to the Participants. The amount of the Employer Contribution may change from time to time as reflected in the Adoption Agreement.

5.2 No Employee Contributions. Except for contributions required for continuation coverage, no contributions other than Employer Contributions are required nor will they be accepted.

5.3 Trust. All contributions shall be held in the Trust. The investment of the assets of the Trust shall be directed as provided in the Adoption Agreement. Notwithstanding the foregoing, the investment of any assets of the Trust that constitute forfeitures shall be directed by the Plan Administrator until such time, if any, that such forfeitures are allocated to the HC Accounts of other Participants.

Page 366 of 496 ends

CLAIMS DETERMINATIONS AND REVIEW OF DENIED CLAIM
The following procedures apply:

6.1 General Provisions. All claims and appeals will be adjudicated in a manner so that the independence and impartiality of the persons involved in making the determination are ensured.

Decisions regarding hiring, compensation, termination, and similar matters with respect to any individual involved in the determination (e.g., a claims adjudicator or medical expert) shall not be based upon the likelihood that the individual will support a denial of benefits.

6.2 Initial Claim Determination.
(a) Time Frame for Decision. The Plan must determine the claim within thirty (30) days of receipt of the claim.
(b) Extension of Time. If the Plan is not able to determine the claim within this time period due to matters beyond its control, the Plan may take an additional period of up to fifteen (15) days to determine the claim. If this additional time will be needed, the Plan must notify the claimant or the claimant’s Authorized Representative prior to the expiration of the initial thirty (30) day time period for determining the claim. This extension is only available once.

Notification: The notification of the need for the extension must include a description of the “matters beyond the Plan’s control” that justify the extension and the date by which a decision is expected.
(c) Incomplete Claims. There is no special rule if a claim is incomplete. Incomplete claims can be addressed through the extension of time described above. If the reason for the extension is the failure to provide necessary information and the claimant is appropriately notified, the Plan’s period of time to make a decision is “tolled.” Tolling: The period of time in which the Plan must determine a claim is suspended from the date upon which notification of the missing necessary information is sent until the date upon which the claimant responds.

Notification: For this purpose, notification can be made orally to the claimant or the health care professional, unless the claimant requests written notice. The notification will include a time frame in which the necessary information must be provided. Once the necessary information has been provided, the Plan must decide the claim within the extension described above. If the requested information is not provided within the time specified, the claim may be decided without that information.

6.3 Decision.
(a) Notification of Decision. Written (or electronic) notification of the Plan’s determination must be provided to the claimant or the claimant’s Authorized Representative. Such notification must be provided only where the decision is adverse. The notification will be provided in a culturally and linguistically appropriate manner in accordance with 29 CFR § 2590.715-2719, to the extent such regulation applies to the Plan.

Page 367 of 496 ends

© 2020 HitesmanLaw, P.A. 17
Funded HRA Basic Plan Document (Single Employer ERISA)
“Adverse” means:
• A denial, reduction, or termination of a benefit;
• A failure to provide or make payment (in whole or in part) for a benefit; or • A rescission of coverage under the Plan, which is a cancellation or discontinuance of coverage under the Plan that has retroactive effect other than a cancellation or discontinuance attributable to a failure to timely pay or make required premiums or contributions toward coverage. (b) Adverse Decision. For adverse claim determinations, the notification shall at a minimum:
• Include information sufficient to identify the claim involved, including the date of service, the identity of the health care provider, and the claim amount, and to inform the claimant of the right to receive, upon request, the diagnosis and treatment codes (if any) and their corresponding meanings upon request; • State the specific reason(s) for the determination, including the denial code (if any) and its corresponding meaning, and describe the Plan’s standard, if any, used to make the determination;
• Reference specific Plan provision(s) upon which the determination is based; • Describe additional material or information necessary to complete the claim and why such information is necessary;
• Describe the internal appeals and external review processes (if any) available under the Plan, including how to initiate an appeal and the procedures and time limits applicable to an appeal, and the right to sue under ERISA Section 502; • Disclose any internal rule, guidelines, protocol or similar criterion relied on in making the adverse determination (or state that such information will be provided free of charge upon request);
• Where the decision involves scientific or clinical judgment, disclose either (1) an explanation of the scientific or clinical judgment applying the terms of the Plan to claimant’s medical circumstances, or (2) a statement that such explanation will be provided at no charge upon request; and
• Disclose the availability of and contact information for any applicable office of health insurance consumer assistance or ombudsman established to assist individuals with the internal claims and appeals and external review processes (if any).

Notice of the adverse determination may be provided in written or electronic form.

Electronic notices will be provided in a form that complies with applicable legal requirements.
(c) Not Adverse Decision. For claim determinations that are not adverse, notice will be provided that informs the claimant or the claimant’s Authorized Representative the claim has been accepted.

6.4 Access to Relevant Documents.

In order (1) to evaluate whether to request review of an adverse determination, and (2) if review is requested, to prepare for such review, the claimant or the claimant’s Authorized Representative will have access to all relevant documents.

Page 368 of 496 ends

© 2020 HitesmanLaw, P.A. 18
Funded HRA Basic Plan Document (Single Employer ERISA)
Relevant: A document, record or other information is “relevant” if it was relied upon in making the determination, or was submitted to the Plan, considered by the Plan, or generated in the course of making the benefit determination without regard to whether it was relied upon.

6.5 Appealing a Denied Claim.

If a claim is denied, in whole or part, the claimant or the claimant’s Authorized Representative may request the denied claim be reviewed.
(a) Requesting Review. The claimant or the claimant’s Authorized Representative has a period of one-hundred eighty (180) days to appeal the claim determination. The appeal request must be in writing and should be sent to the address specified in the notification of adverse decision described above.
(b) Full and Fair Review. The clamant will have the right to review the claim file and to present evidence and testimony. The claimant will be provided, free of charge, with new or additional evidence considered, relied upon, or generated by the Plan in connection with the claim as soon as possible and sufficiently in advance of the date on which the notice of final internal adverse benefit determination is required to give the claimant a reasonable opportunity to respond prior to that date. Before the Plan issues a final internal adverse benefit determination based on a new or additional rationale, the claimant will be provided, free of charge, with the rationale as soon as possible and sufficiently in advance of the date on which the notice of final internal adverse benefit determined is required to give the claimant a reasonable opportunity to respond prior to that date. The review of the adverse benefit determinations will take into account all new information, whether or not presented or available at the initial determination. No deference will be afforded to the initial determination.
(c) Consultation with Independent Medical Expert. In the case of a claim denied on the grounds of a medical judgment, a health professional with appropriate training and experience will be consulted. The health care professional who is consulted on appeal will not be the individual who was consulted, if any, during the initial determination or a subordinate of that individual.

Disclosure: If the advice of a medical or vocational expert was obtained by the Plan in connection with the claim denial, the names of each such expert shall be provided, regardless of whether the advice was relied upon.
(d) Time Frame for Decision. If claimant or the claimant’s Authorized Representative requests a review of a denied claim within the time frame described above, the Plan Administrator shall review the claim and make a determination no later than sixty (60) days from the date the review request was received.
(e) Decision. The review of the claim will be conducted by the Plan Administrator. It will be made by a person different from the person who made the initial determination and such person will not be a subordinate of the original decision maker. The information in the administrative record shall be reviewed. Additional information submitted shall be considered. The decision shall be based upon that information plus the terms of the Plan and past interpretations of the same and similar Plan provisions. The Plan may rely upon protocols, guidelines, or other criterion.

Page 369 of 496 ends

© 2020 HitesmanLaw, P.A. 19
Funded HRA Basic Plan Document (Single Employer ERISA)
(f) Notification of Decision. Written (or electronic) notification of the Plan’s determination must be provided to the claimant or the claimant’s Authorized Representative. Such notification must be provided whether the decision is adverse or not adverse. The notification will be provided in a culturally and linguistically appropriate manner in accordance with 29 CFR § 2590.715-2719, to the extent such regulation applies to the Plan.
“Adverse” means:
• A denial, reduction, or termination of a benefit;
• A failure to provide or make payment (in whole or in part) for a benefit, or • A rescission of coverage under the Plan, which is a cancellation or discontinuance of coverage under the Plan that has retroactive effect other than a cancellation or discontinuance attributable to a failure to timely pay or make required premiums or contributions toward coverage. (g) Adverse Decision. For adverse appeal determinations, the notification shall reflect at least the following:
• Include information sufficient to identify the claim involved, including the date of service, the identity of the health care provider, and the claim amount, and to inform the claimant of the right to receive, upon request, the diagnosis and treatment codes (if any) and their corresponding meanings upon request; • Contain a discussion of the determination, including the specific reason(s) for the determination, the denial code (if any) and its corresponding meaning, and the Plan’s standard, if any, used to make the determination; • Reference specific Plan provision(s) upon which the determination is based; • Describe the external review process (if any) available under the Plan and the right to sue under ERISA Section 502;
• Disclose any internal rules, guidelines, protocol or similar criterion relied on in making the adverse determination (or state that such information will be provided free of charge upon request);
• A statement indicating entitlement to receive upon request, and without charge, reasonable access to or copies of all documents, records or other information relevant to the determination;
• Where the decision involves scientific or clinical judgment, disclose either (1) an explanation of the scientific or clinical judgment applying the terms of the Plan to claimant’s medical circumstances, or (2) a statement that such explanation will be provided at no charge upon request; and
• Disclose the availability of and contact information for any applicable office of health insurance consumer assistance or ombudsman established to assist individuals with the external review process (if any).

Notice of the adverse determination may be provided in written or electronic form.

Electronic notices will be provided in a form that complies with applicable legal requirements.
(h) Not Adverse Decision. For claim determinations that are not adverse, notice will be provided that informs the claimant or the claimant’s Authorized Representative the decision has been reversed, and the claim accepted.

Page 370 of 496 ends

6.6 Deemed Exhaustion. If the Plan fails to adhere to the requirements described in 29 C.F.R. § 2590.715-2719(b)(2), the claimant will be deemed to have exhausted the internal claims and appeals process as provided in 29 CFR § 2590.715-2719(b)(2)(ii)(F), to the extent such regulation applies to the Plan.

6.7 External Review. The Plan will provide any applicable external review process that may be required to be provided by a health reimbursement arrangement under 29 CFR § 2590.715-2719, to the extent such regulation applies to the Plan.

Page 371 of 496 ends

HIPAA PRIVACY AND SECURITY PROVISIONS
The Privacy Rules and Security Rules under HIPAA apply to the Plan.

7.1 Use and Disclosure of PHI. The Plan will use PHI to the extent allowed by, and in accordance with, the uses and disclosures permitted by HIPAA. Specifically, the Plan will use and disclose PHI for purposes related to health care treatment, payment for health care and health care operations.

The Plan will also use and disclose PHI as required by law and as permitted by authorization of the subject of PHI. If the Plan discloses PHI to the Adopting Employer in accordance with this Article VII, the Adopting Employer may use and further disclosure PHI for the same purposes and in the same situations as the Plan may use and disclose PHI, provided that such use or disclosure is for Plan administration functions performed by the Adopting Employer for the Plan or is required by law or permitted by authorization. All uses and disclosures of PHI, whether by the Plan or by Adopting Employer, shall be limited to the minimum PHI necessary to accomplish the intended purpose of the use or disclosure in accordance with HIPAA. Notwithstanding the foregoing, neither the Plan nor the Adopting Employer shall use PHI that is genetic information in a manner that is prohibited by the Genetic Information Nondiscrimination Act of 2008. (a) Payment includes activities undertaken by the Plan to obtain premiums or determine or fulfill its responsibility for coverage and provision of Plan benefits that relate to an individual to whom health care is provided. These activities include, but are not limited to, the following:
(1) Determination of eligibility, coverage and cost sharing amounts (for example, cost of a benefit, plan maximums and co-payments as determined for an individual’s claim);
(2) Coordination of benefits;
(3) Adjudication of health benefits claims (including appeals and other payment disputes);
(4) Subrogation of health benefit claims;
(5) Establishing employee contributions;
(6) Risk adjusting amounts due based on enrollee health status and demographic characteristics;
(7) Billing, collection activities, and related health care data processing; (8) Claims management and related health care data processing, including auditing payments, investigating and resolving payment disputes and responding to participant inquiries about payments;
(9) Obtaining payment under a contract for reinsurance (including stop-loss and excess of loss insurance);
(10) Medical necessity reviews or reviews of appropriateness of care or justification of charges;

Page 372 of 496 ends

© 2020 HitesmanLaw, P.A. 22
Funded HRA Basic Plan Document (Single Employer ERISA)
(11) Utilization review, including pre-certification, preauthorization, concurrent review and retrospective review;
(12) Disclosure to consumer reporting agencies related to the collection of premiums or reimbursement (the following PHI may be disclosed for payment purposes:
name and address, date of birth, Social Security number, payment history, account number and name and address of provider and/or health Plan); and (13) Reimbursement to the Plan.
(b) Health care operations include, but are not limited to, the following activities:
(1) Quality assessment;
(2) Population-based activities relating to improving health or reducing health care costs, protocol development, case management and care coordination, disease management, contacting health care providers and patients with information about treatment alternatives and related functions;
(3) Rating provider and Plan performance, including accreditation, certification, licensing or credentialing activities;
(4) Underwriting, premium rating and other activities relating to the creation, renewal or replacement of a contract of health insurance or health benefits, and ceding, securing or placing a contract for reinsurance of risk relating to health care claims (including stop-loss insurance and excess of loss insurance); (5) Conducting or arranging for medical review, legal services and auditing function, including fraud and abuse detection and compliance programs; (6) Business planning and development, such as conducting cost-management and planning-related analyses related to managing and operating the Plan, including formulary development and administration, development or improvement of payment methods or coverage policies;
(7) Business management and general administration activities of the Plan, including, but not limited to:
a. Management activities relating to the implementation of and compliance with HIPAA’s administrative simplification requirements; b. Customer service, including data analyses for policyholders; (8) Resolution of internal grievances; and
(9) Due diligence in connection with the sale or transfer of assets to a potential successor in interest, if the potential successor in interest is a covered entity under HIPAA or following completion of the sale or transfer, will become a covered entity.

7.2 Adopting Employer’s Obligations under the Privacy Rules. Under the Privacy Rules, the Plan may not disclose PHI to the Adopting Employer unless the Adopting Employer certifies that the Plan document has been amended to provide that the Plan will make such disclosures only upon receipt of a certification from the Adopting Employer that the Plan has been amended to

Page 373 of 496 ends

© 2020 HitesmanLaw, P.A. 23
Funded HRA Basic Plan Document (Single Employer ERISA)
include certain conditions to the Adopting Employer’s receipt of PHI and that Adopting Employer agrees to those conditions. By adopting this Plan document, the Adopting Employer certifies that the Plan has been amended as required by the Privacy Rules and that it agrees to the following conditions, thereby allowing the Plan to disclose PHI to the Adopting Employer. The Adopting Employer agrees to:
(a) Not use or further disclose PHI other than as permitted or required by the Plan document or as required by law;
(b) Ensure that any agents, including a subcontractor, to whom the Plan provides PHI received from the Plan agree to the same restrictions and conditions that apply to the Adopting Employer with respect to such PHI;
(c) Not use or disclose PHI for employment related actions and decisions unless authorized by an individual;
(d) Not use or disclose PHI in connection with any other benefit or employee benefit plan of the Adopting Employer unless authorized by an individual; (e) Report to the Plan any PHI use or disclosure of which it becomes aware that is inconsistent with the uses or disclosures permitted hereunder and/or may constitute a “breach” as that term is defined in HIPAA;
(f) Make PHI available for access by the individual who is the subject of the PHI in accordance with HIPAA;
(g) Make PHI available for amendment and incorporate any amendments to PHI in accordance with HIPAA;
(h) Make available the information required to provide an accounting of disclosures in accordance with HIPAA;
(i) Make internal practices, books and records relating to the use and disclosure of PHI received from Plan available to the HHS Secretary for the purposes of determining the Plan’s compliance with HIPAA; and
(j) If feasible, return or destroy all PHI received for the Plan that the Adopting Employer still maintains in any form, and retain no copies of such PHI when no longer needed for the purpose for which disclosure was made (or if return or destruction is not feasible, limit further uses and disclosures to those purposes that make the return or destruction infeasible).

7.3 Adopting Employer’s Obligations under Security Rules. If the Adopting Employer creates, receives, maintains, or transmits ePHI (other than enrollment and disenrollment information and Summary Health Information, which are not subject to these restrictions), the Adopting Employer will:
(a) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI; (b) Ensure that any agents, including subcontractors, who create, receive, maintain, or transmit ePHI on behalf of the Plan implement reasonable and appropriate security measures to protect the ePHI;

Page 374 of 496 ends

© 2020 HitesmanLaw, P.A. 24
Funded HRA Basic Plan Document (Single Employer ERISA)
(c) Report to the Plan any Security Incident of which it becomes aware; and (d) Implement reasonable and appropriate security measures to ensure that only those persons identified in Section 7.4 have access to ePHI and that such access is limited to the purposes identified in Section 7.5.

7.4 Adequate separation between the Plan and the Adopting Employer must be maintained. In accordance with HIPAA, only the following employees or classes of employees may be given access to PHI:
(a) the person employed in the position that is given primary responsibility for performing the Adopting Employer’s duties as the Plan Administrator of the Plan; and (b) staff designated by the person described in (a) above.

7.5 Limitation of PHI and ePHI Access and Disclosure. The persons described in Section 7.4 above may only have access to, and use and disclose, PHI and ePHI for Plan administration functions that the Adopting Employer performs for the Plan.

7.6 Noncompliance Issues. If the person(s) described in Section 7.4 above does not comply with this Plan document, the Adopting Employer shall provide a mechanism for resolving issues of noncompliance, including, but not limited to, disciplinary action against such person.

Page 375 of 496 ends

PLAN ADMINISTRATION

8.1 Plan Administrator.
(a) The Plan Administrator shall be responsible for the general supervision of the Plan. The Plan Administrator shall also be the named fiduciary of the Plan in accordance with Section 402 of ERISA and shall have authority to control and manage the operation and administration of the Plan. The Plan Administrator shall perform any and all acts necessary or appropriate for the proper management and administration of the Plan. (b) The Adopting Employer shall be the Plan Administrator unless its Managing Body designates a person or persons other than the Adopting Employer to be the Plan Administrator. The Adopting Employer shall also be the Plan Administrator if the person or persons so designated cease to be the Plan Administrator. (c) The Plan Administrator may designate an individual or entity to act on its behalf with respect to certain powers, duties, and/or responsibilities regarding the operation and administration of this Plan.

8.2 Plan Administrator Absolute Authority. Any and all questions or controversies of whatever character, arising in any manner in connection with the Plan or the operation thereof, shall be submitted to the Plan Administrator and shall be considered and determined by the Plan Administrator. The Plan Administrator shall have the sole and absolute discretion to construe and interpret the Plan, including but not limited consideration of any and all of the provisions, rules, regulations, or procedures used to interpret the Plan. Benefits under the Plan shall be paid only if the Plan Administrator determines in its sole and absolute discretion that the claimant is entitled to such benefits. To the extent any Plan Administrator duties are delegated to others, the Plan Administrator retains the ultimate right and responsibility, in its sole and absolute discretion, to ultimately decide all appeals. Any exercise by the Plan Administrator (or its delegate) of the Plan Administrator’s sole and absolute discretionary authority with respect to the construction and interpretation of the Plan, including but not limited to eligibility for coverage and entitlement to benefits, shall be final and binding.

8.3 Agent for Service of Legal Process. The agent for service of legal process for the Plan is the Plan Administrator.

8.4 Allocation of Responsibility for Administration. The Plan Administrator shall have the sole responsibility for the administration of this Plan as is specifically described in this Plan. The designated representatives of the Plan Administrator shall have only those specific powers, duties, responsibilities, and obligations as are specifically given to them under this Plan. The Plan Administrator warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan authorizing or providing for such direction, information or action. It is intended under this Plan that the Plan Administrator shall be responsible for the proper exercise of its own powers, duties, responsibilities, and obligations under this Plan and shall not be responsible for any act or failure to act of an Employee of the Adopting Employer.

Neither the Plan Administrator nor the Adopting Employer makes any guarantee to any Participant in any manner for any loss or other event because of the Participant's participation in this Plan.

8.5 Rules and Decisions. Except as otherwise specifically provided in the Plan, the Plan Administrator may adopt such rules and procedures as it deems necessary, desirable, or appropriate. All rules and decisions of the Plan Administrator shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation,

Page 376 of 496 ends

© 2020 HitesmanLaw, P.A. 26
Funded HRA Basic Plan Document (Single Employer ERISA)
the Plan Administrator shall be entitled to rely upon information furnished by a Participant, the Adopting Employer, or legal counsel, or other entity acting on behalf of the Adopting Employer or the Plan Administrator.

8.6 Records and Reports. The Plan Administrator shall be responsible for complying with all reporting, filing and disclosure requirements for the Plan.

8.7 Authorization of Benefit Payments. The Plan Administrator (or the Claims Administrator as its designee) shall issue directions to the Trustee concerning all benefits which are to be paid from the Trust, pursuant to the provisions of the Plan, and warrants that all such directions are in accordance with the Plan.

8.8 Other Powers and Duties of the Administrator. The Plan Administrator shall also have such other duties and powers as may be necessary to discharge its duties under the Plan including, but not limited to, the following:
(a) Discretion to construe and interpret the Plan in a non-discriminatory manner, to decide all questions of eligibility and to determine all questions arising in the administration and application of the Plan;
(b) To receive from the Adopting Employer and from Participants such information as shall be necessary for the proper administration of the Plan;
(c) To furnish the Adopting Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate; and (d) To appoint individuals to assist in the administration of the Plan and any other agents the Plan Administrator deems advisable including legal and actuarial counsel. The Plan Administrator shall not have the power to add to, subtract from, or modify any of the terms of the Plan, to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under this Plan.

8.9 Indemnification. Subject to the requirements of ERISA, the Adopting Employer does hereby indemnify and hold harmless any Employee that is deemed to be a fiduciary with respect to the Plan under the terms and provisions of ERISA, the regulations promulgated thereunder or case law which develops under ERISA against any and all losses, claims, damages, expense (including court costs and attorneys' fees) and liability arising from the Employee's duties and responsibilities in connection with the Plan unless the same is determined to be intentional or willful.

Page 377 of 496 ends

PLAN AMENDMENT AND TERMINATION

9.1 Amendment by Adopting Employer. The Adopting Employer reserves the right to amend, alter, or wholly revise this Plan or the Adoption Agreement, prospectively or retrospectively, at any time by the action of its Managing Body, and the interest of each Participant is subject to the powers so reserved. The Adopting Employer expressly may amend, alter or wholly revise this Plan or the Adoption Agreement if it determines it necessary or desirable, with or without retroactive effect, to comply with the law. Such changes shall not affect any right to benefits that accrued prior to such amendments. Such amendment shall be made in writing and shall be delivered promptly to the Claims Administrator, Plan Administrator, and Trustee.

9.2 Adopting Employer’s Right to Terminate. Although the Adopting Employer expects the Plan to be maintained for an indefinite time, the Adopting Employer reserves the right to terminate the Plan or any portion of the Plan at any time. In the event of the dissolution, merger, consolidation, or reorganization of the Adopting Employer, the Plan shall terminate unless the Plan is continued by a successor to the Adopting Employer in accordance with the resolution of such successor's Managing Body. Such termination shall not affect any right to benefits that accrued prior to such termination. Such action shall be made in writing and shall be delivered to the Claims Administrator, Plan Administrator, and Trustee at least ninety (90) days prior to the effective date of the termination.

Page 378 of 496 ends

GENERAL PROVISIONS

10.1 No Reversion to the Plan Administrator or Adopting Employer. Except as specifically allowed under the Trust, no part of the corpus or income of the Trust shall revert to the Adopting Employer or be used for or diverted to, purposes other than the exclusive benefit of participants and other persons entitled to benefits under the Plan.

10.2 Persons Dealing With Trust. No person dealing with the Trust shall be required to see to the application of any money paid or property delivered to the Trust, or to determine whether or not the Trust is acting pursuant to any authority granted to them under the Trust.

10.3 Non-Alienation of Benefits. Benefits payable under this Plan shall not be subject to anticipation, alienation, sale, transfer, execution, or levy of any kind either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Participant, prior to actually being received by the person entitled to the benefit under the terms of the Plan, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable under the Plan shall be void. The Adopting Employer, Plan Administrator and/or Claims Administrator shall not in any manner be made liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits under the Plan.

10.4 Action by Employer. Whenever the Adopting Employer, under the terms of this Plan, is permitted or required to do or perform any act or matter or thing, it shall be done and performed by the Managing Body of the Adopting Employer or such representatives of the Adopting Employer as the Managing Body may designate.

10.5 No Guarantee of Tax Consequences. Notwithstanding any provision in this Plan to the contrary, this Plan makes no commitment or guarantee that any amounts paid to or on behalf of a Participant under this Plan will be excludable from the Participant's gross income for federal or state income tax purposes. It shall be the obligation of each Participant to determine whether each payment is excludable from the Participant's gross income for federal and state income tax purposes, and to notify the Plan Administrator if the Participant has reason to believe that any such payment is not so excludable.

10.6 Compensation and Expenses. The cost of administering the Plan and Trust shall be paid as described in the Adoption Agreement.

10.7 Governing Law. This Plan shall be construed and enforced according to the laws of the State identified in the Adoption Agreement, except to the extent preempted by federal law.

10.8 Family and Medical Leave Act of 1993 (“FMLA”). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with FMLA, to the extent the Adopting Employer is subject to such law.

10.9 Newborns’ and Mothers’ Health Protection Act (“NMHPA”). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with NMHPA. Federal law requires the following statement be included in the Plan document, verbatim:

Under federal law, group health plans and health insurance issuers offering group health insurance generally may not restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a cesarean section. However, the plan or issuer may pay for a

Page 379 of 496 ends

© 2020 HitesmanLaw, P.A. 29
Funded HRA Basic Plan Document (Single Employer ERISA)
shorter stay if the attending physician (e.g., your physician, nurse, or midwife, or a physician assistant), after consultation with the mother, discharges the mother or newborn earlier. Also, under federal law, plans and issuers may not set the level of benefits or out-of-pocket costs so that any later portion of the 48-hour (or 96-hour) stay is treated in a manner less favorable to the mother or newborn than any earlier portion of the stay. In addition, a plan or issuer may not, under federal law, require that a physician or other health care provider obtain authorization for prescribing a length of stay of up 48 hours (or 96 hours). However, to use certain providers or facilities, or to reduce your out-of-pocket costs, you may be required to obtain precertification. For information on pre-certification, contact your Plan Administrator.

10.10 Women’s Health and Cancer Rights Act of 1998 (“WHCRA”). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with WHCRA.

10.11 Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with COBRA. The Plan Administrator may, within the parameters of the law, establish uniform policies by which to provide such continuation coverage required by COBRA and such policies shall be incorporated herein by reference.

10.12 Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”).

Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with USERRA. The Plan Administrator may, within the parameters of the law, establish uniform policies by which to provide such continuation coverage required by USERRA and such policies shall be incorporated herein by reference.

10.13 Plan Not a Contract of Employment. The Plan is not an employment agreement and does not assure the continued employment of any Employee or Participant for any period of time. Nothing contained in the Plan shall interfere with the Adopting Employer's right to discharge an Employee at any time, regardless of the effect such discharge may have upon the individual as a Participant in this Plan.

10.14 Erroneous Payments. If the Plan makes a payment for benefits in excess of the benefits required by the Plan or makes a payment to or on behalf of an individual who is not currently covered by the Plan, the Plan shall be entitled to recover such erroneous payment from the recipient thereof.

10.15 Medicare Secondary Payer. The Plan shall comply with the Medicare secondary payer rules found in 42 U.S.C. § 1395y. In general, the Plan shall pay benefits primary to Medicare if any one of the following conditions is satisfied: (a) the Adopting Employer employed twenty (20) or more employees for each working day in at least twenty (20) weeks in either the calendar year in which the claim is made or the preceding calendar year, the Participant is employed by the Employer, and the Participant is actually covered by Medicare by reason of obtaining the age of 65; (b) the Adopting Employer employed 100 or more employees on at least 50% of its regular business days during the calendar year preceding the year in which the claim was made, the Participant is employed by the Employer, and the Participant is actually covered by Medicare by reason of disability; and (c) the Participant is entitled to Medicare by reason of end stage renal disease and the claim is made during the thirty (30) month period beginning in the first month in which such Participant is entitled to benefits under Medicare (regardless of whether he/she applies for such benefits). In all other cases, the Plan shall pay benefits secondary to Medicare.

10.16 Medicare Part D. The Plan shall cooperate with Medicare Part D prescription drug plans (and Covered Individuals who are enrolled in such plans) with respect to coordination of benefits between the Plan and the Medicare Part D plan, including the provision of information to the

Page 380 of 496 ends

© 2020 HitesmanLaw, P.A. 30
Funded HRA Basic Plan Document (Single Employer ERISA)
Medicare Part D plan (or the Covered Individuals) regarding the benefits provided under the Plan for costs covered by the Medicare Part D plan. Covered Individuals enrolled in Medicare Part D plans shall cooperate with the Plan so that the Plan may perform its obligations under this subsection.

10.17 Exhaustion of Administrative Remedies; Statute of Limitations. For all claims subject to the administrative procedures described in Article VI, exhaustion of those administrative procedures is required prior to the initiation of a legal action. Thereafter, unless specifically provided otherwise in the Adoption Agreement, legal action by a Participant, or someone on behalf of a Participant, must be initiated within one (1) year of receipt of the written notification of denial upon appeal.

To the extent exhaustion of the appeal process is not required, a Participant, or someone on behalf of the Participant, must initiate legal action within one (1) year of having submitted the initial claim request to the Plan Administrator, or its designee. No legal action may be brought by a Participant, or someone on behalf of the Participant, after expiration of the applicable limitations period. This Section 10.17 shall apply to the extent the provisions hereof are not prohibited by applicable law.

10.18 Michelle’s Law. Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and maintained in a manner as required by Michelle’s Law.

10.19 Health Care Reform. The Plan is intended to be exempt from the provisions of the Patient Protection and Affordable Health Care Act (“PPACA”), as amended by the Health Care and Education Reconciliation Act (“Reconciliation Act”), to the fullest extent allowed by law. The Plan may be exempt from one or more provisions of PPACA for the following reasons:
(a) If provided in the Adoption Agreement, the Plan is intended to be a grandfathered plan within the meaning of section 1251 of PPACA.
(b) If, to be eligible to receive contributions under the Plan, a Participant must be covered under an employer-sponsored group medical plan (whether sponsored by the Employer or another employer), then the Plan is intended to be an integrated HRA as defined under applicable regulatory guidance.
(c) If provided in the Adoption Agreement, the Plan is intended to be an excepted benefit under the HIPAA portability rules.

For purposes of the foregoing, to the extent necessary to ensure the Plan is either an integrated HRA or an excepted benefit under HIPAA, the Plan described in this document shall be disaggregated into separate plans each of which will be either an integrated HRA or an excepted benefit under HIPAA. In the event such disaggregation is necessary, each disaggregated plan shall be treated and operated as a separate plan for all purposes.

10.20 ERISA Compliance. The Trustee, Adopting Employer, Plan Administrator and/or Claims Administrator shall comply with applicable law including, but not limited to, ERISA.

Page 381 of 496 ends

BASIC PLAN DOCUMENT

ADOPTION AGREEMENT
This is the Adoption Agreement referred to in the Funded Health Reimbursement Arrangement Basic Plan Document (Single Employer Non-ERISA) (the “Basic Plan Document”). This Adoption Agreement plus the Basic Plan Document, as amended from time to time, constitutes the Plan.

ADOPTING EMPLOYER INFORMATION:

Name: City of Yuba City
Address: 1201 Civic Center Boulevard
City, State Zip: Yuba City, California 95993
Federal ID # 94-6000460
MISCELLANEOUS:

Addendum(s) Attached: Yes No
ARTICLE I: INTRODUCTION

1.1 Original Effective Date: January 1, 2006
(month, day, year)
Effective Date of Restatement: November 5, 2024
(month, day, year)
ARTICLE II: DEFINITIONS

2.9 Dependent means:
“Dependent” means an individual (other than the Participant and the Participant’s Spouse) with respect to whom amounts expended for medical care are excluded from the Participant’s gross income under Section 105(b) of the Code, as amended.

Other (Describe):

2.12 Entry Date means:

Date Employee becomes eligible to participate.

Other (Describe):

2.16 Health Care Expense means:

Maximum permitted by law (i.e., expenses for medical care as defined in Sections 213(d) and 106(f) of the Code).

Only expenses eligible for deductible & OOP credit under the following group medical plan:

Only expenses for dental and vision care that qualify as Section 213(d) medical expenses.

Other

Page 382 of 496 ends

N/A
As provided in the Basic Plan Document.

Other:

2.24 Name of Plan: City of Yuba City Retiree Welfare Benefits HRA Plan

2.26 Plan Year is: January 1 through December 31
(month, day, year)
The initial “short” Plan Year is: N/A
(month, day, year)

2.30 Spouse means:

An individual who is legally married to a Participant and who is treated as a “spouse” under the Code.

Other (Describe):

2.31 Name of Trust: City of Yuba City Retiree Welfare Benefit Plans ARTICLE III: ELIGIBILITY AND PARTICIPATION OF EMPLOYEES

3.1 Eligibility requirements are as follows (check and complete only those that apply):

Age (Describe):

Length of Service (Describe):

Employment Classification (e.g., union, part-time, full-time) (Describe):

Coverage under a specified group medical plan (Describe):

Eligible for coverage under the Adopting Entity’s group medical plan and actually covered under a group medical plan (the Adopting Entity’s or another employer’s)
Coverage under the Adopting Employer’s group medical plan Other (Describe): Employees that were active prior to
January 1, 2014; an active Employee will become immediately eligible upon a medical emergency of the Employee and/or one of the eligible dependents.

3.4(a) Coverage options available under the Plan include:

Full Scope Option.

Limited Scope Option.

Suspended Account Option.

Coverage for Spouses and Dependents:

Only if enrolled in the Adopting Employer’s group medical plan.

If enrolled in any group medical plan (i.e., the Adopting Employer’s or another employer’s)

Page 383 of 496 ends

Yuba City City CouncilAugust 20, 2024

Yuba City City Council
August 20, 2024