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HomeMy WebLinkAbout2007-12-18-6:00PM-REGULARBRAZOS COUNTY BRYAN, TEXAS NOTICE OF MEETING AND AGENDA YQE�r� BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 18 DECEMBER 2007 AT 6:00 P.M. IN ROOM 102 OF THE BRAZOS CENTER, 3232 BRIARCREST DRIVE, BRYAN, TEXAS. 1. Invocation and Pledge of Allegiance — Commissioner Wassermann. 2. Call for citizen's input and/or concerns. Consider and take action on agenda items 3 — 34: 3. Budget Amendment 07/08 -11.1. 4. Appointment of Candy Gallego as Records Management and Preservation Officer. 5. Personnel Change of Status. 6. Payment of Claims. 7. Resolution 07 -019 providing for the taxation of goods -in- transit otherwise exempted by Section 11.253(b) of the Texas Tax Code. 8. Appointment of Carolynn Chapman to the Precinct 4 Emergency Services District Board; term of appointment is 1 January 2008 through 31 December 2009. 9. Appointment of Commissioner Peters to TIF Board #21, Downtown Bryan. 10. Order #07 -008 relocating polling places for election precincts. Orden #07 -008 trasladando los sitios de votaci6n para precintos de elecciones. Office of the County Judge • 300 East 26`h St. • Suite 114 • Bryan, Texas 77803 • Fax: (979) 361 -4503 14 C1g Commissioners Court Agenda 18 December 2007 Page 2 11. Order #07 -009 relocating temporary early voting polling place. Orden #07 -009 trasladando sitio de votaci6n adelantada temporal. 12. Designation of the front of courthouse as the location for the delinquent property tax sale to be held on 1 January 2008. 13. The following deferred compensation plan documents: a. AIG VALIC: Administrative Services agreement with Plan Loan Option at §2.05. b. Nationwide (NaCO): Loans to participants amendment to the plan document c. Security Benefit: • Security Benefit 457 Deferred Compensation Plan and Trust • Plan application form • Adoption agreement • Fixed account application • Administrative Agreement with Plan Loan Option at §2.12 • ABN AMRO Income Plus Fund Participation Agreement 14. Cancellation of the regular session of Commissioners Court for the following dates, which are official holidays for Brazos County: a. Tuesday 25 December 2007 b. Tuesday 1 January 2008 15. Requisition #00017137 for $5,089.57 to CDW Government, Inc. for the purchase of a new "Ifimaging" server for the Information Technology Department. 16. Request for issuance of a County credit card to the Information Technology Department. 17. Out of state travel request from the 361St District Court for Judge Smith to attend the Texas Association of Family Law Specialists course in Santa Fe, NM. Dates of travel are 18 -19 January 2008. 18. Tax Refund Applications for the following: a. Billy or Mona Harrison b. Global Genetics & Biologicals 19. Treasurer's Report for the month of October 2007. 20. Requisition #00017206 in the amount of $8,628.58 to ESS Group to install counter doors in Assembly #2 servey at the Brazos Center. 21. Requisition #00017204 in the amount of $37,886.00 to Planet Ford 6 for the purchase of two 2008 vehicles for the Sheriff's Office. Ivy± �_._�_ Commissioners Court Agenda 18 December 2007 Page 3 22. Request from Verizon Communications to construct a road bore in the right of way of Greens Prairie Trail in its intersection with Royder Road at a depth of three (3) feet. Site is located in Precinct 1. 23. Final Plat of the Duck Haven Subdivision, Phase Five, 19.964 acres, B. McGregor survey, A -170, Brazos County, Texas. Site is located in Precinct 1. 24. Final Plat of the Wedergren Addition, 14.70 acres, Colbert Baker League, A -4, Brazos County, Texas. Site is located in Precinct 2. 25. Final Plat of the T. Adams Place, 2.00 acres, George Powell Survey, A -192, Brazos County, Texas. Site is located in Precinct 2. 26. Request from Verizon Communications to construct buried cable installations in the right of way of Greens Prairie Trail. Site is located in Precinct. 1. 27. Payment authorization in the amount of $1,191.10 to Unifirst Holdings, Inc. which is the final payment of an outstanding balance for all services rendered regarding the Road and Bridge account. 28. Payment authorization in the amount of $53.00 to A -1 Towing Service from the Pct. 4 Constable's Office for towing services provided in FY07 but not paid for in that fiscal year. 29. Payment authorization in the amount of $560.00 to Bryan 800 Communications from the Pct. 4 Constable's Office for services provided in FY 07 but not paid for in that fiscal year. 30. Payment authorization in the amount of $240.35 to Motorola from the Pct. 4 Constable's Office for items ordered and received in FY07 but not paid for in that fiscal year. 31. Payment authorization in the amount of $140.95 to Wilton's Office Works from the County Judge's Office for items ordered and received in FY07 but not paid for in that fiscal year. 32. Payment authorization in the amount of $297.57 to Coufal- Prater from the Brazos Center for items ordered and received in FY07 but not paid for in that fiscal year. 33. Payment authorization in the amount of $618.00 to The Ground Crew from the Brazos Center for emergency repairs to irrigation lines. The amount of the repairs exceeded the purchase order. 34. Payment authorization in the amount of $85.48 to the Bryan — College Station Eagle from Human Resources for ads run in FY07 but not paid for in that fiscal year. 35. Announcement of interest items and possible future agenda topics. Lv`� y100 Commissioners Court Agenda 18 December 2007 Page 4 36. Call for citizen input and/or concerns. 37. Agency / Board / Committee reports by Court members. 3 8. Adj ourn The Brazos Center is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two business days before the meeting. To make arrangements, call (979) 361 -4102. COMMISSIONERS' COURT REGULAR MEETING DECEMBER 18, 2007 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos Center 3232 Briarcrest Drive, in Bryan, Brazos County, Texas, beginning at 6:00 p.m. on Tuesday, December 18, 2007 with the following members of the Court present: Randy Sims, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct l; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Carey Cauley, Jr., Commissioner of Precinct 4 Absent Karen McQueen, County Clerk. The attached sheet contains the names of the citizens and officials that were in attendance. Commissioner Wassermann gave the invocation and led the pledge of allegiance. There was no citizen input /and or concerns. The Court next considered Budget Amendment #07/08 -11.1 which would rescind budget amendment 07/08 -9.2 because of the use of an incorrect allotment and transfer funds from Contingency to the Central Appraisal District using the correct allotment for FY 2008. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted Vol l opt Page t DA Commissioners Court meeting December 18, 2007 2 unanimously to approve the budget amendment as submitted, a copy of which is attached. The next matter before the Court was consideration of the appointment of an individual as Records Management and Preservation Officer. Demetrios Basdekas asked if this related to new legislation or was the Court just now taking steps to implement it. The County Judge explained our plan to scan documents and update the retention schedule. Mr. Basdekas asked, "what if Ms. Gallego decides to destroy records ?" The County Judge Explained the retention schedule is filed with the State Library and they dictate how long we have to retain records. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to appoint Candy Gallego as Records Management and Preservation Officer. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the change of status as submitted. The Court next considered the following Claims as submitted by the County Treasurer for payment: 7044659 through 7044954 Vol 1014 Page 103 Commissioners Court meeting December 18, 2007 3 On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the Claims as submitted. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to adopt Resolution #07 -019 stating that the goods -in- transit exemption as authorized by Section 11.253(b) of the Texas Tax Code is not in the best interest of Brazos County and further finds that more appropriate business incentives exist to encourage economic development and growth of business in Brazos County. Therefore Brazos County will hereby provide for the taxation of goods -in- transit otherwise exempted by Section 11.253(b) of the Texas Tax Code. A copy is attached. The next matter before the Court was consideration of the appointment of an individual to serve on the Precinct 4 Emergency Services District Board. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to appointment of Carolynn Chapman to serve on the Precinct 4 Emergency Services District Board for a term beginning January 1, 2008 through December 31, 2009. Fire Chief Joe Ondrasek asked about Keith Cook and Greg Leath who were appointed previously. The County Judge stated that Leath was not approved by the Fire Commission Board. He plans to place Vol 10+ Page L 0 Commissioners Court meeting December 18, 2007 4 on the agenda of the next Commissioners Court meeting a request to rescind the appointment. He then told Mr. Ondrasek that the fire chief is not responsible for appointments. He then went on to say that he plans to place Pat Fagan on a future agenda as an appointment to the board. The Court next considered the appointment of a representative of the Commissioners Court to serve on the TIF Board #21, Downtown Bryan. On motion by Commissioner Mallard, seconded by the County Judge, the Court voted unanimously to appoint Commissioner Peters to serve as the County's representative on the TIF Board #21, Downtown Bryan. The next matter before the Court was adoption of Order #07 -008 Relocating polling places for Election Precincts 4a, 4b, 4c, 79, 43, 14, 49, 55, 57, 23, 26, 30, 77, 19, 54, 24 & 80. At this time there are certain polling places that can not be used for the purpose of conducting elections. The polling place for Election Precincts 4a, 4b, 4c, 79 & 43 is located in the Kemp Elementary School, 1601 W. Martin Luther King Street, Bryan, Texas. It is recommended that it be moved for the convenience of the voters. The Polling place for Election Precincts 14, 49, 55 & 57 is located in the Ben Milam Elementary School, 1201 Ridgedale, Bryan, Texas. It is recommended that it be moved for the convenience of the voters. Vol 104 Page 105 Commissioners Court meeting December 18, 2007 5 The polling place for election Precinct 23 is located in the Johnson Elementary School, 3800 Oak Hill Drive, Bryan, Texas and it is recommended that the polling place be moved for the convenience of the voters. The Polling place for election Precinct 26 is located in the Sam Rayburn School, 1048 N. Earl Rudder Freeway, Bryan, Texas. It is recommended that it be moved for the convenience of the voters. The polling place for election Precincts 30, 77 & 19 is located in the Navarro Elementary School, 4520 Northwood Drive, Bryan, Texas. It is recommended that the polling place be moved for the convenience of the voters. The polling place for Election Precinct 54 is located at Fannin Elementary School, 1200 Baker, Bryan, Texas. It is recommended that it be moved for the convenience of the voters. The polling place for Election Precinct 24 is located in the College Hills Elementary School, 1101 Williams Street, College Station, Texas. It is recommended that it be moved for the convenience of the voters. The polling place for Election Precinct 80 is located in the Cypress Grove Elementary School, 900 Graham Road, College Station, Texas. It is recommended that it be moved for the convenience of the voters. Galilee Baptist Church has agreed to allow the polling place for Election Precincts 4a, 4b, 4c, 79, & 43 to be located in the Galilee Baptist Church located at 804 N. Logan, Bryan, Texas. Vol 104 Page 10 (o Commissioners Court meeting December 18, 2007 M The Knights of Columbus Hall has agreed to allow the Polling place for election Precinct 14,49,55 & 57 to be located in the Knights of Columbus Hall located at 1500 Groesbeck, Bryan, Texas. Westminster Presbyterian Church has agreed to allow the polling place for Election Precinct 23 to be located in the Westminster Presbyterian Church located at 3333 Oakridge Drive, Bryan, Texas. The Church of the Nazarene has agreed to allow the poling place for Election Precinct 26 to be located in the Church of the Nazarene located at 2122 E. William Joel Bryan Parkway, Bryan, Texas. The Bryan United Pentecostal Church has agreed to allow the polling place for Election Precincts 30, 77 & 19 to be located in the Bryan United Pentecostal Church located at 2208 Highway 21, Bryan, Texas. For the convenience of the voters it is recommended that Election Precinct 54 be combined with Election Precinct 17 and voting be conducted at the Brazos County Health Department, located at 201 North Texas Avenue, Bryan, Texas. The Bryan /College Station Visitors Bureau has agreed to allow the polling place for Election Precinct 24 to be located in the Bryan /College Station Convention & Visitors Bureau located at 715 University Drive East, College Station Texas. The Brazos Valley Bank has agreed to allow the polling place for Election Precinct 80 to be located in the Brazos Valley Bank located at 4030 Highway 6 Vol (6i Page I 0� Commissioners Court meeting December 18, 2007 7 South, College Station, Texas. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to adopt Order #07 -008 Relocating Polling places for Election Precincts 4a, 4b, 4c, 79, 43, 14, 49, 55, 57, 23, 26, 30, 77, 19, 54, 24, & 80 to the following locations: The polling place for Election Precincts 4a, 4b, 4c, 79 & 43 be located in the Galilee Baptist Church located at 804 N. Logan, Bryan, Texas; The polling place for Election Precincts 14, 49, 55 & 57 be located in the Knights of Columbus Hall located at 1500 Groesbeck, Bryan, Texas; The polling place location for Election Precinct 23 located in the Westminster Presbyterian Church located at 3333 Oakridge Drive, Bryan, Texas; The polling place for Election Precinct 26 be located in the Church of the Nazarene located at 2122 E. William Joel Bryan Parkway, Bryan, Texas; The polling place for Election Precincts 30, 77, and 19 located in the Bryan United Pentecostal Church located at 2208 Highway 21, Bryan, Texas; The polling place for Election Precinct 54 located in the Brazos County Health Department, located at 201 North Texas Avenue, Bryan, Texas; Vol t oq Page WK. Commissioners Court meeting December 18, 2007 8 The polling place for Election Precinct 24 located in the Bryan /College Station Convention & Visitors Bureau located at 715 University Drive East, College Station, Texas; The polling place location for Election Precinct 80 located in the Brazos Valley Bank located at 4030 Highway 6 South, College Station, Texas and that submission be made to the Assistant Attorney General, Civil Rights Division, Voting Section, Department of Justice, Washington D.C. requesting the pre- clearance of this Order pursuant to Section 5 of the Federal Voting Rights Act. A copy is attached. The next matter before the Court was adoption of Order #07 -009 Relocating Temporary Early Voting Polling Place. Brazos County has four (4) temporary early voting polling places in various locations in Brazos County. The Court, wanting to comply with Section 85.062(d) (2) of the Texas Election Code which requires locating one temporary branch early voting polling place in each Commissioner Precinct, is currently desirous of relocating the temporary branch early voting polling place from the Lincoln Center located at 1000 Eleanor Street, College Station, Texas to the Brazos Valley Bank located at 4030 Hwy 6 South, College Station, Texas for the convenience of the voters. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted Vol l0� Page to il Commissioners Court meeting December 18, 2007 9 unanimously to adopt Order #07 -009 Relocating Temporary Early Voting Polling Place. A copy is attached. The next matter before the Court was consideration of the designation of a location at the Courthouse to hold the January 1, 2008 Delinquent Property Tax Sale. On motion by Commissioner Peters, seconded by the County Judge, the Court voted unanimously to designate the front of the Courthouse as the location of the January 1, 2008 Delinquent Property Tax Sale. The Court next considered approval of the following deferred compensation plan documents: a. AIG VALIC: Administrative Services agreement with Plan Loan Option at §2.05 b. Nationwide (NaCO): Loans to participants amendment to the plan document c. Security benefit: • Security Benefit 457 Deferred Compensation Plan and Trust • Plan Application Form • Adoption Agreement • Fixed Account Application • Administrative Agreement with Plan Loan Option at §2.12 • AN AMRO Income Plus Fund Participation Agreement On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the deferred compensation plan documents. A copy of each is attached. The Court next considered the cancellation of the regular session of Commissioners Court for the following dates: Vol 104 Page l l a Commissioners Court meeting December 18, 2007 10 a) Tuesday, December 25, 2007, Christmas Day b) Tuesday, January 1, 2008, New Year's Day On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to cancel the regularly scheduled Commissioners Court meetings for the above referenced dates. The next matter before the Court was consideration of request by the Director of the Information Technology Department for approval of requisition #00017137 to CDW Government, Inc. in the amount of $5089.57 for the purchase of a new "Ifimaging" server. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the request. The Court next considered a request from the Director of the Information Technology Department for the issuance to his department of a county credit card. On motion by Commissioner Mallard, seconded by Commissioner Peters, the Court voted unanimously to approve the request for a credit card for the Information Technology Department. The next matter for consideration by the Court was a request submitted by 361St District Judge, Steve Smith seeking approval for out of state travel for himself. Judge Smith will be traveling to Santa Fe, New Mexico to take the Texas Association of Family Law Specialists course January 18th Vol M Page l l t Commissioners Court meeting December 18, 2007 11 through the 19th. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to grant the request from 361St District Judge Steve Smith and approved payment of out of state travel expense for Judge Smith. The next matter for consideration was approval of tax refund applications from the following individuals and /or companies: a) Billy or Mona Harrison, Over Payment $57.34 b) Global Genetics & Biogicals, Over Payment $12.01 On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the tax refund applications. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to receive, approve and order filed as submitted the Treasurer's report for October 2007. A copy is attached to and made a part of these minutes. The Court next considered requisition #00017206 to ESS Group in the amount of $8,628.58 to install counter doors in Assembly #2 Servery at the Brazos Center. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the requisition. The next matter before the Court was consideration of Vol A Page l [ d Commissioners Court meeting December 18, 2007 12 requisition #00017204 to Planet Ford 6 in the amount of $37,866.00 for the purchase of two (2) 2008 vehicles for the Sheriff's Office. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the requisition. The Court next considered the request from Verizon Communications to construct a road bore in the right -of -way of Greens Prairie Trail at its intersection with Royder Road at a depth of three (3) feet. The site is located in Precinct 1. The County Engineer stated that all appeared to be in order and recommended approval. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the request from Verizon and authorized the installation. A copy of the request is attached hereto. The Court next considered approval of the Final Plat of Duck Haven Subdivision Phase Five, 19.964 Acres in Precinct 1. Richard Vance, County Engineer, stated that he had reviewed the plat and offered the following comment: 1 Add to "NOTES" (1) Permanent mounted mailboxes shall be 5 feet from the edge of the roadway driving surface. (2) No concrete driveways or sidewalks in county right -of -way. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the final plat Vol I A Page (13 Commissioners Court meeting December 18, 2007 13 of Duck Haven Subdivision Phase Five, 19.964 Acres subject to the developer complying with the exceptions noted by the County Engineer. The Court next considered approval of the Final Plat of Wedergren Addition, 14.70 Acres in Precinct 2. Richard Vance, County Engineer, stated that he had reviewed the plat and all appeared to be in order. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the final plat of Wedergren Addition, 14.70 Acres as submitted. The Court next considered approval of the Final Plat of the T. Adams Place, 2.00 Acres in Precinct 3. Richard Vance, County Engineer, stated that he had reviewed the plat and offered the following comment: EXCEPTIONS: Add "Final Plat" to the Mylar On motion by Commissioner Mallard, seconded by Commissioner Peters, the Court voted unanimously to approve the final plat of T. Adams Place, 2.00 Acres subject to the developer complying with the exception noted by the County Engineer. The Court next considered the request from Verizon Communications to construct buried cable installation in the right -of -way of Greens Prairie Trail, near its intersection with Greens Prairie Road in Precinct 1. The County Engineer Vol 104 Page 1 1 4 Commissioners Court meeting December 18, 2007 14 stated that all appeared to be in order and recommended approval. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the request by Verizon and authorized the installation. A copy of the request is attached hereto. The next matter before the Court was consideration of a payment authorization to Unifirst Holdings, Inc. in the amount of $1,191.10 which is final payment of outstanding balance for all services rendered regarding Road & Bridge Department account. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. The Court next considered a payment authorization to A -1 Towing Service in the amount of $53.00 for towing services performed in 2007 but not billed until 2008. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the payment authorization. The next matter before the Court was consideration of a payment authorization to Bryan 800 Communications in the amount of $560.00 for installation of equipment on a patrol vehicle that was done in 20007 but not billed until 2008. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the payment Vol 1A Page 115 Commissioners Court meeting December 18, 2007 authorization. 15 The Court next considered a payment authorization in the amount of $240.35 to Motorola for FY2007. This late payment was due to equipment being returned twice. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the payment authorization. The next matter before the Court was consideration of a payment authorization to Wilton's Office Works in the amount of $140.95 for items ordered and received in FY2007 but not paid for in that fiscal year. On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. The Court next considered a payment authorization in the amount of $297.57 to Coufal- Prater. Although departmental records indicate that a payment authorization was created, no payment was ever made. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the payment authorization. The next matter before the Court was consideration of a payment authorization to the Ground Crew in the amount of $618.00. This was an emergency repair of damaged irrigation lines, valves and heads. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously Vol 1a 4 Page /I& Commissioners Court meeting December 18, 2007 to approve the payment authorization. 16 The Court next considered a payment authorization in the amount of $85.48 to The Eagle for ads that were run in FY2007 but were not paid for during that fiscal year. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the payment authorization. Under announcement of interest items and possible future agenda topics the following spoke: Commissioner Mallard a) Said that there would be a Special Meeting on December 27, 2007 at 9:00 a.m. to approve claims. Also, there will be meetings on Wednesday and Thursday concerning the jail. Under citizen input and /or concerns, the following spoke. Joe Ondrasek, Chief, Precinct 4 Volunteer Fire Department a) The Commissioners Court has already made three (3) good appointments to the Board and he hoped the Court would not rescind action already taken. Under agency, board, committee reports by Court members, the following spoke. Commissioner Mallard a) There will be no IGC meeting Commissioner Wassermann Vol 10 Page ( 17 Commissioners Court meeting December 18, 2007 a) There will be a meeting on animal control on January 6, 2008. There being no further business to come before the Court, the meeting was adjourned. Vol v� Page 119 17 The foregoing minutes of the Commissioners Court meeting held December 18, 2007 have been examined and are approved in open Court this the aw day of 2008, in Bryan, Brazos County, Texas. Duane Peters Commissioner, Precinct 2 abni-, n-f Carey Cauley, Jr. Commissioner, Precinct 4 Attest: �G Ka en McQueen County Clerk Vol 10 Page l I9 1,01 Z Lloyd Wassermann Commissioner, Precinct 1 Kenny Malla d Commissioner, Precinct 3 BRAZOS COUNTY COMMISSIONERS COURT DAY OF 20 AT Name la� �Y 364-� Ezi c CLI'st.�t( O� Organization & C-e k Iv- Im , C, � Z, 5� lZf 4 4 R406 BRAZOS COUNTY COMMISSIONERS COURT DAY OF 20 67 AT 6., c)c-,) AlvVPM Name I t74 Organization Q- ef A- BRAZOS COUNTY, TEXAS r% BUDGET AMENDMENT(S) FOR THE 2007 -2008 BUDGET YEAR NO. 07/08-11.1 On this the 18th day of December 2007 at a regular meeting of the Commissioners' Court, the following members were present: Randy Sims, County Judge, Presiding Lloyd Wassermann, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 18 December 2007 the Court heard and approved a budget amendment for the 2007 -2008 budget year for Brazos County, Texas; and WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 11 September 2007, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 18`h day of December 2007. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By.� Randy S' s, County Judge Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes �o4 ia-. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07108 - 11.1 12/18/2007 FUND DIV ACCT PROJ DR /CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency 17,570.00 0100 11002000 73320000 DR Central Appraisal District 17,570.00 To rescind budget amendment 07/08 9.2. This budget amendment was for the calendar year amount. The correct amount for the County 2008 fiscal yea r is $4,598.75. 0100 11001500 61130000 CR Contingency 4,598.75 0100 11002000 73320000 DR Central A raisal District 4,598.75 'Community Commissioner's Court: Support To provide funding for the increase in allocation for the Brazos County Appraisal District for FY 2008. The estimated allotment was $424,551 during the budgeting rocess for FY 2008. The alloment was recalculated using the actual 2007 le increasing the alloment to $442,121. This amenment will fund the Appraisal District to the actual amount of $429,149.75 the County owes for the 2008 fiscal year. Prepared By: ifj Date: 12/10/2007 " ro ,. tD-3 PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: December 18, 2007 Department Providing Information: Human Resources Purpose: Consider and Take Action on Change Requests Step Increase Department Submitting Request(s) Employee Name Action Requested Building Maintenance Manthei, Allan Reeves, Rodney Step Increase Step Increase District Atty. Saenz, Crystal New Hire I. T. Knotts, Derek Resignation Purchasing Wendt, William Charles New Hire Road & Bridge O'Brien, Douglas M. Resignation S. O. /Jail Aguilar, Gracie Step Increase Allen, Michael Step Increase Axline, Francis Resignation Drummond, Desiree C. New Hire Churchill, Edwin Step Increase Dill, Johnathan Step Increase Dennis, Nathan Step Increase Foster, Richard Step Increase Graff, Elizabeth A. New Hire Hernandez, Amanda Step Increase Kennedy, Annabeth Step Increase Maly, Brandon Step Increase Mulle, Stephen New Hire Roberson, Nathan Step Increase Sandle, Vincent Step Increase Sifuentez, Anna Step Increase Slafka, Raymond Step Increase Smith, Belinda Step Increase Approved in Commissioners' Court: Decembe County Judge's or Commissioner's Signature: (This copy to be attached to minutes) j A. y� BRAZOS COUNTY BRYAN, TEXAS BRAZOSCOUNTY RESOLUTION WHEREAS, in 2001, The Texas Legislature approved Senate Joint Resolution 6, which was subsequently approved by the eligible voters of the State of Texas authorizing a goods -in- transit property tax exemption for certain tangible personal property; and WHEREAS, in 2007, The Texas Legislature approved House Bill 621 as the enabling statute for the goods -in- transit property tax exemption approved in 2007; and WHEREAS, HB 621 adds Section 11.253 to the Texas Tax Code, which exempts from property taxes any tangible personal property (other than oil and gas, aircraft, dealer's motor vehicle inventory, dealer's boat inventory, dealer's heavy equipment inventory, and retail manufactured housing) that is located at a site for less than 175 days and is not under the control of the property owner; and WHEREAS, Section 11.2530) of the Texas Tax Code provides that the Commissioners Court of Brazos County in the manner required for official action, may provide for the taxation of goods -in- transit otherwise exempt under Subsection 11.253(b) and not exempt under other law; and WHEREAS, Section 11.2530) required that the official action to tax the goods -in- transit must be taken before 1 January of the first tax year in which the Commissioners Court of Brazos County proposes to tax goods -in- transit; and WHEREAS, Section 11.2536) provides that before acting to tax the exempt property, the governing body of the taxing unit must conduct a public hearing; and WHEREAS, The Brazos County Commissioners Court held a public hearing on this issue on 11 December 2007; and WHEREAS, The Brazos County Commissioners Court finds that the goods -in- transit exemption as authorized by Section 11.253(b) of the Texas Tax Code is not in the best interest of Brazos County and further finds that more appropriate business incentives exist to encourage economic development and growth of business in Brazos County. NOW, THEREFORE, BE IT RESOLVED by the Brazos County Commissioners Court that Brazos County, as permitted by the Constitution and Section 11.2530) of the Texas Tax Code, hereby provides for the taxation of goods -in- transit otherwise exempted by Section 11.253(b) of the Texas Tax Code. DATED this the Eighteenth (18) day of DecWber 2007. Commi sinner Lloyd Wassermann Precinct I t�, Commission r enny Malla d Precinct 3 ATTEST: Sims Judge Commissioner Duane Peters Precinct 2 C[ bcnt Commissioner Carey Cauley, Jr. Precinct 4 a d4 �, ORDER RELOCATING FALLING PLACES FOR ELECTION FRECINCTS 4A, 411, 4C, 799 439 14, 49, 55, 579 239 26,30,775 199 54, 24 & 80 WHEREAS, there exists at the present time certain polling places which can not be used for the purpose of conducting elections; and WHEREAS, the polling place for Election Precincts 4a, 4b, 4c, 79 and 43 are located in the Kemp Elementary School, 1601 W. Martin Luther King Street, Bryan, Texas; and WHEREAS, it is recommended that the polling place for Election Precincts 4a, 4b, 4c, 79 and 43, located in the Kemp Elementary School, 1601 W. Martin Luther King Street Bryan, Texas, be moved for the convenience of the voters; and WHEREAS, the polling place for Election Precincts 14, 49, 55 and 57 are located in the Ben Milam Elementary School, 1201 Ridgedale, Bryan, Texas; and WHEREAS, it is recommended that the polling place for Election Precincts 14, 49, 55 and 57 located in the Ben Milam Elementary School, 1201 Ridgedale, Bryan, Texas be moved for the convenience of the voters; and WHEREAS, the polling place for Election Precinct 23 is located in the Johnson Elementary School, 3800 Oak Hill Drive, Bryan, Texas; and WHEREAS, it is recommended that the polling place for Election Precinct 23 located in the Johnson Elementary School, 3800 Oak Hill Drive, Bryan, Texas be moved for the convenience of the voters; and WHEREAS, the polling place for Election Precinct 26 is located in the Sam Rayburn School, 1048 N. Earl Rudder Frwy, Bryan, Texas; and WHEREAS, it is recommended that the polling place for Election Precinct 26 located in the Sam Rayburn School, 1048 N. Earl Rudder Frwy, Bryan, Texas be moved for the convenience of the voters; and Order #07 -008 A1..o4_° Yn WHEREAS; the polling place for Election Precincts 30, 77 and 19 are located in the Navarro Elementary School, 4520 Northwood, Bryan, Texas; and WHEREAS, it is recommended that the polling place for Election Precincts 30, 77 and 19 located in the Navarro Elementary School, 4520 Northwood, Bryan, Texas be moved for the convenience of the voters; and WHEREAS, the polling place for Election Precinct 54 is located in the Fannin Elementary School, 1200 Baker, Bryan, Texas; and WHEREAS, it is recommended that the polling place for Election Precinct 54 located in the Fannin Elementary School, 1200 Baker, Bryan, Texas be moved for the convenience of the voters; and WHEREAS, the polling place for Election Precinct 24 is located in the College Hills Elementary School, 1101 Williams Street, College Station, Texas; and WHEREAS, it is recommended that the polling place for Election Precinct 24 located in the College Hills Elementary School, 3800 1101 Williams Street, College Station, Texas be moved for the convenience of the voters; and WHEREAS, the polling place for Election Precinct 80 is located in the Cypress Grove Elementary School, 900 Graham Road, College Station, Texas; and WHEREAS, it is recommended that the polling place for Election Precinct 80 located in the Cypress Grove Elementary School, 900 Graham Road, College Station, Texas be moved for the convenience of the voters; and WHEREAS, the Galilee Baptist Church has agreed to allow the polling place for Election Precincts 4a, 4b, 4c, 79 and 43 to be located in the Galilee Baptist Church located at 804 N. Logan, Bryan, Texas: WHEREAS, the Knights of Columbus Hall has agreed to allow the polling place for Election Precincts 14, 49, 55 and 57 to be located in the Knights of Columbus Hall located at 1500 Groesbeck, Bryan, Texas: WHEREAS, the Westminster Presbyterian Church has agreed to allow the polling place for Election Precinct 23 to be located in the Westminster Presbyterian Church located at 3333 Oakridge Drive, Bryan, Texas: Order #07 -008 WHEREAS, the Church of the Nazarene has agreed to allow the polling place for Election Precinct 26 to be located in the Church of the Nazarene located at 2122 E. Wm Joel Bryan Pkwy, Bryan, Texas: WHEREAS, the Bryan United Pentecostal Church has agreed to allow the polling place for Election Precincts 30, 77 and 19 to be located in the Bryan United Pentecostal Church located at 2208 Hwy 21, Bryan, Texas: WHEREAS, for the convenience of the voters it is recommended that Election Precinct 54 be combined with Election Precinct 17 and voting be conducted at the Brazos County Health Department, located at 201 N. Texas Avenue, Bryan, Texas: WHEREAS, the B /CS Convention & Visitors Bureau has agreed to allow the polling place for Election Precinct 24 to be located in the B /CS Convention & Visitors Bureau located at 715 University Drive East, College Station, Texas: WHEREAS, the Brazos Valley Bank has agreed to allow the polling place for Election Precinct 80 to be located in the Brazos Valley Bank located at 4030 Hwy 6 South, College Station, Texas: NOW THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS, THAT: Pursuant to chapter 43 of the Texas Election Code that the location of the polling place be relocated in Brazos County to wit: THAT the polling place for Election Precincts 4a, 4b, 4c, 79 and 43 to be located in the Galilee Baptist Church located at 804 N. Logan, Bryan, Texas; THAT the polling place for Election Precincts 14, 49, 55 and 57 to be located in the Knights of Columbus Hall located at 1500 Groesbeck, Bryan, Texas; THAT the polling place for Election Precinct 23 to be located in the Westminster Presbyterian Church located at 3333 Oakridge Drive, Bryan, Texas; THAT the polling place for Election Precinct 26 to be located in the Church of the Nazarene located at 2122 E. Wm Joel Bryan Pkwy, Bryan, Texas; THAT the polling place for Election Precincts 30, 77 and 19 to be located in the Bryan United Pentecostal Church located at 2208 Hwy 21, Bryan, Texas; Order #07 -008 `i- _ vC O THAT the polling place for Election Precinct 54 to be located in the Brazos County Health Department, located at 201 N. Texas Avenue, Bryan, Texas; THAT the polling place for Election Precinct 24 to be located in the B /CS Convention & Visitors Bureau located at 715 University Drive East, College Station, Texas; THAT the polling place for Election Precinct 80 to be located in the Brazos Valley Bank located at 4030 Hwy 6 South, College Station, Texas; THAT submission be made to the Assistant Attorney General, Civil Rights Division, Voting Section, Department of Justice, Washington D.C. requesting the preclearance of this Order pursuant to Section 5 of the Federal Voting Rights Act. !� ADOPTED this day of _JEC Cc-, 2007 by a vote of _AYES and NAYS. ATTEST: Karen McQueen, County Clerk County Judge 1 � 'N 7 [ Order #07 -008 04 ill ORDER RELOCATING TEMPORARY EARLY VOTING POLLING PLACE WHEREAS, the Commissioners Court of Brazos County, Texas has established four temporary early voting polling places in various locations in Brazos County; and WHEREAS, the Commissioners Court is desirous to comply with section 85.062(d)(2) of the Texas Election Code which requires locating one temporary branch early voting polling place in each Commissioner Precinct; and WHEREAS, it is recommended that the temporary early voting polling place currently located at the Lincoln Center located at 1000 Eleanor Street, College Station, Texas, be moved for the convenience of the voters; and WHEREAS, the Commissioners Court is desirous of relocating the temporary branch early voting polling place from the Lincoln Center located at 1000 Eleanor Street, College Station, Texas to the Brazos Valley Bank located at 4030 Hwy 6 South, College Station, Texas, for the convenience of the voters; NOW THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS, THAT: Pursuant to section 85.062(d)(2) of the Texas Election Code that one temporary branch early voting polling place be established in each Commissioner Precinct in Brazos County; and THAT the temporary branch early voting polling place located in the Lincoln Center located at 1000 Eleanor Street, College Station, Texas be relocated to the Brazos Valley Bank located at 4030 Hwy 6 South, College Station, Texas; and Order #07 -009 T �aC r SO THAT submission be made to the Assistant Attorney General, Civil Rights Division, Voting Section, Department of Justice, Washington D.C. requesting the preclearance of this Order pursuant to Section 5 of the Federal Voting Rights Act. ADOPTED this 194-- day of �� -,Q. ` , 2007 by a vote of _AYES and '('� NAYS. ATTEST: Randy Si4i-9!County Judge Karen McQueen, County Clerk Order #07 -009 NATIONAL ASSOCIATION OF COUNTIES DEFERRED COMPENSATION PROGRAM ff THE DEFERRED COMPENSATION PLAN FOR PUBLIC EMPLOYEES LOANS TO PARTICIPANTS AMENDMENT TO PLAN DOCUMENT WHEREAS, PLAN SPONSOR executed the above referenced Plan Document, as amended: and WHEREAS, effective, PLAN SPONSOR now desires to further amend the plan document. The following Section 8.06 is hereby added: 8.06 Loans to PARTICIPANTS (a) PLAN SPONSOR has elected to make loans available to PARTICIPANTS and has delegated certain administrative duties regarding loans from the PLAN to the ADMINISTRATOR. (b) Any loan by the PLAN to a PARTICIPANT under this Section shall be subject to the loan administrative procedures established by the ADMINISTRATOR as well as the following requirements: (i) Loan Eligibility. Any PARTICIPANT may apply for loan under the PLAN. A PARTICIPANT who has defaulted on a previous loan from the PLAN shall not be eligible for another loan from the PLAN until all defaulted loans are repaid in full, including accrued interest and fees. (ii) Loan Application and Loan Agreement. A PARTICIPANT must complete and return to ADMINISTRATOR a loan application. A non- refundable application fee established by ADMINISTRATOR will be deducted from the PARTICIPANT'S ACCOUNT(s) at the time of loan origination. Before a loan is issued, the PARTICIPANT must enter into a legally enforceable loan agreement as provided for by the ADMINISTATOR. (iii) Loan Repayment. The PARTICIPANT receiving a loan shall be required to furnish to ADMINISTRATOR any information and authorization necessary to effectuate repayment of the loan prior to the commencement of a loan. In the event that a payment cannot be processed because of lack of sufficient funds, the ADMINISTRATOR shall assess an insufficient funds charge, which will be deducted from the PARTICIPANT'S ACCOUNT(s). 1 � �� (iv) Loan Term and Interest Rate. The maximum term over which a loan may be repaid is five (5) years (fifteen (15) years if the PLAN SPONSOR permits loans for the purchase of a PARTICIPANT'S principal residence). Each loan shall be amortized in substantially equal payments consisting of principal and interest during the term of the loan, except that the amount of the final payment may be higher or lower. The ADMINISTRATOR shall establish the interest rate for any loan. (v) Loan Frequency. Each Participant may have only one (1) PLAN loan outstanding at any given time. A PLAN loan which is in default, even if the defaulted loan was treated as a deemed distribution" under federal regulations, shall be treated as an outstanding loan until such PARTICIPANT'S account balance is offset by the amount of principal and accrued interest under the loan. A PARTICIPANT will be granted a loan no more frequently than two (2) times in any twelve (12) month period. (vi) Default. The PARTICIPANT must pay the full amount of each loan payment (principal and interest) on the date that it is due. Failure to make such a payment by the due date, or within any cure period established by the ADMINISTRATOR, shall cause the PARTICIPANT to be in default for the entire amount of the loan, including any accrued interest. A loan will also be in default if the PARTICIPANT either refuses to execute, revoke, or rescind any agreement necessary to comply with the provisions of this Section or the loan administrative procedures established by the ADMINISTRATOR, commences or has commenced against PARTICIPANT a bankruptcy case, or upon the death of the PARTICIPANT. (vii) Loan Security. By accepting a loan, the PARTICIPANT is giving a security interest in their vested PLAN balance as of the loan process date, together with all additions thereof, to the PLAN that shall at all times be equal to 100% of the unpaid principal balance of the loan together with accrued interest. (viii) Loan Amount. The maximum amount of any loan permitted under the PLAN is the lesser of (i) 50% of the PARTICIPANT'S vested account balance less any outstanding loan balances under the PLAN or (ii) $50,000 less the highest outstanding loan balance during the preceding one -year period. The ADMINISTRATOR shall establish the minimum loan amount. The PARTICIPANT and not the ADMINISTRATOR shall at all times remain responsible for ensuring that any loan received under the PLAN is in accordance with these 2 limits with regard to any other loans received by the PARTICIPANT under any other plans of the PARTICIPANT's employer. (ix) Loan Maintenance Fee. Until a loan is repaid in full, an annual loan maintenance fee as established by ADMINISTRATOR will be deducted from the PARTICIPANT'S ACCOUNT(s). (x) Loan Default Fee. At the time when a default occurs, a loan default fee established by ADMINISTATOR will be deducted from the PARTICIPANT'S ACCOUNT(s). (c) The ADMINISTRATOR shall fix such other terms and conditions necessary to the administrative maintenance of the provisions of this Section and as necessary to comply with the IRC and regulations there under. IN WITNESS WHEREOF, the undersigned has executed this Amendment this I S4�— day of j- rce-NJ ct1 _ , 20 07. (Name of PL^ SPONSOR) By: 3 DEFERRED COMPENSATION PLAN (Governmental) ARTICLE I. INTRODUCTION ,� c:S CD0n±]4 (hereinafter the "Employer") hereby establishe the Deferred Compensation Plan (hereinafter the "Plan "). The Plan is intended to be an eligible deferred compensation plan under section 457 of the Internal Revenue Code of 1986, as amended. The primary purpose of this Plan is to attract and retain qualified personnel by permitting them to provide for benefits in the event of their retirement or death. Nothing contained in this Plan shall be deemed to constitute an employment agreement between any Participant and the Employer and nothing contained herein shall be deemed to give any Participant any right to be retained in the employ of the Employer. ARTICLE II. PLAN ELECTIONS 2.01 Plan Effective Date. (Hereinafter the "Effective Date. ") (Check one.) [ ] This Plan is being established by the Employer effective dThis Plan amends and restates the Plan previously established by the Employer and is effective / QiL9? . The Plan was originally establish d by the Employer effective I a(D 0 �-:-- 2.02 Unforeseeable Emergency Withdrawals. (Check one.) [V� Yes. Withdrawals under Section 7.07 shall be available under this Plan. [ ] No. Withdrawals under Section 7.07 shall not be available under this Plan. 2.03 Participant's Election to Receive In- Service Distribution A Participant may elect to receive an in- service distribution of his account balance as described in Section 7.09. (Check one.) [v� Yes, if the total amount payable to a Participant under the Plan does not exceed the dollar amount under section 411 (a)(1 1)(A) of the Code (currently $5,000). [ ] No. Section 7.09 shall not apply to this Plan. GQDC 2 2.04 Distribution without Participant's Consent Small accounts of certain inactive Participants may be distributed without the Participant's consent as described in Section 7.10. (Check one.) [vf Yes, if the total amount payable to a Participant under the Plan does not exceed $1,000. Such amount will be paid in cash to the Participant. [ ] No. Section 7.10 shall not apply to this Plan. 2.05 Loans. (Check one.) [ Vf Yes, loans are allowed and Article X shall apply to this Plan. [ ] No, loans are not allowed and Article X shall not apply to this Pla n. 2.06 Governinq Law. This Plan shall be construed under the laws of the State of -Ti )tAs (insert state). This Plan shall be subject to any applicable State, county or local deferred compensation rules and regulations. ARTICLE III. DEFINITIONS 3.01 Account The account maintained for each Participant reflecting the cumulative amount of each Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in market value attributable to the investment of the Participant's Deferred Compensation, and further reflecting any distributions to the Participant or the Beneficiary and any fees or expenses charged against the Participant's Deferred Compensation. 3.02 Annuity Contract: If selected by the Employer as an investment option, one or more group fixed, variable or combination fixed and variable annuity contracts issued by The Variable Annuity Life Insurance Company (VALIC) and approved for sale in the Employer's state, or by another insurance company qualified to do business in the Employer's state, which provide for periodic payments at regular intervals, whether for a period certain or during one or more lives, and which are non - transferable. 3.03 Beneficiary or Beneficiaries: The person or persons designated by the Participant in his Deferred Compensation Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. If more than one designated Beneficiary survives the Participant, payments shall be made equally to the surviving Beneficiaries, unless otherwise provided in the Deferred Compensation Agreement. If no Beneficiary is designated in the Deferred Compensation Agreement or if no designated GQDC 3 Beneficiary survives the Participant, then the estate of the Participant shall be the Beneficiary. However, a Participant may designate a contingent Beneficiary (or Beneficiaries) who shall become the primary Beneficiary (or Beneficiaries) under this Plan in the event that no primary Beneficiary survives the Participant. 3.04 Code: The Internal Revenue Code of 1986, as amended, and regulations thereunder. 3.05 Deferred Compensation: The amount of Normal Compensation otherwise payable to the Participant that the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under Section 9.01, or any other amount that the Employer agrees to credit to a Participant's Account and that does not exceed the Maximum Limitation. 3.06 Deferred Compensation Agreement: An agreement entered into between a Participant and the Employer and any amendments or modifications thereof, which agreement shall fix the amount of Deferred Compensation; specify the Participant's investment selection with respect to his Deferred Compensation; designate the Participant's Beneficiary or Beneficiaries and incorporate the terms, conditions, and provisions of this Plan by reference. 3.07 Eligible Retirement Plan: A plan described in Code section 402(c)(8)(B) to which an Eligible Rollover Distribution may be transferred pursuant to Code section 457(e)(16). 3.08 Eligible Rollover Distribution: A qualifying distribution to a Participant, or to a spousal Beneficiary of a deceased Participant, that is described in Code section 402(c)(4). 3.09 Employee: Any individual, whether appointed, elected or under contract, providing services for the Employer for which compensation is paid. 3.10 Employer. The entity identified in Article I, which entity is a State, political subdivision of a State, or an agency or instrumentality of a State or political subdivision of a State. 3.11 Includible Compensation: For a taxable year, the Participant's compensation, as defined in Code section 415(c)(3), for services performed for the Employer. The amount of Includible Compensation shall be determined without regard to any community property laws. 3.12 Maximum Limitation: The maximum amount that may be deferred under this Plan (other than rollover amounts described in Section 9.02) for the GQDC 4 .1oL4 .1.57 GQDC taxable year of a Participant. Such amount shall be either the Normal Limitation or Catch -Up Limitation, whichever is applicable. (a) Normal Limitation The maximum amount deferred shall not exceed the lesser of the applicable dollar amount (as described in Section 3.12(c) below) or 100% of the Participant's Includible Compensation, as adjusted by Section 3.12(d) below. Notwithstanding the preceding provisions of this paragraph, for calendar years prior to 2002, the maximum amount deferred shall not exceed such limit or limits in effect for the applicable year pursuant to section 457 of the Code. (b) Catch -Up Limitation For each one of the last three (3) taxable years of a Participant ending before the Participant's attainment of Normal Retirement Age, the maximum amount deferred for each such year shall be the lesser of: (1) twice the applicable dollar amount (as described in Section 3.12(c) below); or (2) the sum of the Normal Limitation, plus that portion of the Normal Limitation not used in each of the prior taxable years of the Participant commencing after 1978 in which (i) the Participant was eligible to participate in this Plan or another eligible plan of the Employer, and (ii) compensation deferred under this Plan (or such other plan) was subject to the deferral limitations set forth in this section. A Participant may utilize the Catch -Up Limitation only if the Participant has not previously utilized it with respect to a different Normal Retirement Age under this Plan or any other plan. For years prior to 2002, the limit under this paragraph (b) for any year shall not exceed $15,000. (c) Applicable Dollar Amount For contributions in 2002 and in subsequent years, the applicable dollar amount shall be the amount determined in accordance with the following table: For taxable vears beainnin in calendar year: 2002 2003 2004 2005 2006 or thereafter E✓ �b �3 The applicable dollar amount: $11,000 $12,000 $13,000 $14,000 $15,000 GQDC In the case of taxable years beginning after December 31, 2006, the applicable dollar amount shall be adjusted for cost -of- living increases in accordance with Code section 457(e)(15). (d) Coordination with Other Plans: For contribution years prior to 2002, the amount excludible from a Participant's gross income for any taxable year under this Plan or any other plan under section 457(b) of the Code shall not exceed $7,500 (as adjusted for cost -of- living increases in accordance with section 457(e)(15) of the Code) or such greater amount allowed under paragraph (b) of this section, less any amount excluded from gross income under sections 403(b), 402(e)(3), or 402(h)(1)(B) or (k) of the Code, or any amount with respect to which a deduction is allowable by reason of a contribution to an organization under section 501(c)(18) of the Code. (e) Age -Based Catch -Up Contributions: In addition to any other limit set forth in this section, and subject to any limitations that may be imposed under present or future federal tax laws and rules, a Participant who will attain age 50 in the calendar year may contribute an additional amount in such year or a subsequent year, according to the following schedule: Year of Contribution Prior to 2002 2002 2003 2004 2005 2006 and later Additional Catch -Up Amount: $ 0 $1,000 $2,000 $3,000 $4,000 $5,000 In the case of taxable years beginning after December 31, 2006, the additional catch -up amount shall be adjusted for cost -of- living increases in accordance with section 414(v)(2)(C) of the Code. (f) Coordination of Catch -Up Contributions: A Participant may not utilize both the Catch -Up Limitation and the Age -Based Catch -Up Contribution in the same year. The Age -Based Catch -Up Contribution shall not apply for any taxable year for which a higher Catch -Up Limitation applies. (g) Excess Deferrals: Any amount deferred in excess of the Maximum Limitation or Age -Based Catch -Up Contribution shall be distributed to the Participant, with allocable net income, as soon as administratively practicable after the Plan determines that the amount is an excess deferral. An excess deferral as a result of a R 10 1,9 GQDC failure to comply with the individual limitation under Treas. Reg. section 1.457 -5 for a taxable year may be distributed to the Participant, with allocable net income, as soon as administratively practicable after the Plan determines that the amount is an excess deferral. 3.13 Normal Compensation: The amount of compensation that would be payable to a Participant by the Employer if no Deferred Compensation Agreement were in effect to defer compensation under this Plan. 3.14 Normal Retirement Age: The age that determines the period during which a Participant may utilize the Catch -Up Limitation of Section 3.12(b) hereunder. A Participant's Normal Retirement Age shall be age 70Y2, unless the Participant has elected an alternative Normal Retirement Age by written instrument delivered to the Employer prior to Severance from Employment. A Participant's alternative Normal Retirement Age may not be earlier than the earliest date that the Participant shall become eligible to retire and receive unreduced retirement benefits under the Employer's defined benefit plan or money purchase plan covering that Participant and may not be later than the calendar year in which the Participant attains age 70 %. If the Participant will not be eligible to receive benefits under a defined benefit plan or money purchase plan maintained by the Employer, the Participant's Normal Retirement Age may not be earlier than attainment of age 65 and may not be later than the calendar year in which the Participant attains age 70 %. If the Participant is a qualified police officer or firefighter as defined under section 415(b)(2)(H)(ii)(1) of the Code, then such qualified police officer or firefighter may designate an alternative Normal Retirement Age that is between age 40 and age 70 1/2. Once a Participant has to any extent utilized the Catch -Up Limitation of Section 3.12(b), his Normal Retirement Age may not be changed. 3.15 Participant: Any Employee who has enrolled in this Plan pursuant to the requirements of Article V or who has previously deferred compensation under this Plan and who has not received a distribution of his or her entire benefit under the Plan. 3.16 Plan Year: The 12 -month period commencing each January 1 and ending on the following December 31. 3.17 Severance from Employment: Termination of the Participant's employment relationship with the Employer. For years prior to 2002, references in this 7 Plan to Severance from Employment shall mean severance of the Participant's employment with the Employer, within the meaning of Code section 402(e)(4)(D)(i)(III), rather than termination of the Participant's employment relationship with the Employer. 3.18 Service Provider: The Variable Annuity Life Insurance Company ( VALIC), VALIC Retirement Services Company or such other entity as the Employer designates to perform administrative services under this Plan. ARTICLE IV. ADMINISTRATION 4.01 Plan Administrator. This Plan shall be administered by the Employer or one or more persons designated by the Employer. The Plan Administrator, if other than the Employer, shall act as the agent of the Employer in all matters concerning the administration of this Plan. The Plan Administrator shall have full power to adopt, amend, and revoke such rules and regulations consistent with and as may be necessary to implement, operate and maintain this Plan, to enter into contracts on behalf of the Employer under this Plan, and to make discretionary decisions affecting the rights or benefits of Participants under Section 7.07 of this Plan. 4.02 Employee with Administrative Responsibilities. Any Employee who is charged with administrative responsibilities hereunder may participate in the Plan under the same terms and conditions as apply to other Employees. However, he shall not have the power to participate in any discretionary action taken with respect to his participation under Section 7.07 of this Plan. 4.03 Administrative Services. The Employer may enter into an agreement with a Service Provider to provide nondiscretionary administrative services under this Plan for the convenience of the Employer, including, but not limited to, the enrollment of Employees as Participants, the maintenance of Accounts and other records, the making of periodic reports to Participants, and the disbursement of benefits to Participants. ARTICLE V. PARTICIPATION IN THE PLAN 5.01 Participant. An Employee becomes a Participant when he has executed and entered into a Deferred Compensation Agreement with the Employer. 5.02 Enrollment in the Plan. An Employee may become a Participant as of the first day of any calendar month by entering into a Deferred Compensation Agreement with respect to compensation not yet earned. A new Employee may become a Participant on the first day of employment by entering into a Deferred Compensation Agreement on or before the first GQDC 8 GQDC day of employment with respect to compensation not yet earned. The Deferred Compensation Agreement shall defer compensation not yet earned, and each Deferred Compensation Agreement must be made before the beginning of the month in which it is to become effective or, with respect to a new employee, on or before the first day of employment. 5.03 Minimum Deferral Amount. At the time of entering into or amending a Deferred Compensation Agreement hereunder, a Participant must agree to defer a minimum periodic amount as specified by the Plan Administrator. 5.04 Change in Amount of Deferred Compensation or Beneficiary. A Participant may not amend or modify an executed Deferred Compensation Agreement to change the amount of Deferred Compensation except with respect to compensation to be earned in the subsequent calendar month and provided that notice is given prior to the beginning of the month for which such change is to be effective. A Participant may change the Beneficiary designated in his Deferred Compensation Agreement at any time by giving written notice to the Plan Administrator. 5.05 Revocation of Deferred Compensation Agreement. A Participant may revoke his Deferred Compensation Agreement and thereafter be restored to his Normal Compensation in the subsequent calendar month, by giving notice to the Employer prior to the beginning of the month for which such revocation is to be effective. 5.06 New Deferred Compensation Agreement Upon Return to Service or After Revocation. A Participant who returns to active service with the Employer after a Severance from Employment, or who has revoked his Deferred Compensation Agreement under Section 5.05, may again become an active Participant by executing a new Deferred Compensation Agreement with the Employer prior to the beginning of the calendar month as to which it is to be effective. 5.07 Leave of Absence; Other Absences. Compensation may continue to be deferred under this Plan with respect to a Participant who is on an approved leave of absence from the Employer with compensation, and all of the rules of this Article shall apply with respect to making, amending or revoking any Deferred Compensation Agreement for such a Participant. 5.08 Deferrals after Severance from Employment Including Sick Vacation and Back Pay Under an Eligible Plan. A Participant who has not had a Severance from Employment may elect to defer accumulated sick pay, accumulated vacation pay, and back pay under this Plan in accordance with the requirements of Code section 457(b). These amounts may be deferred for any calendar month only if an agreement providing for the 9 Oq deferral is entered into before the beginning of the month in which the amounts would otherwise be paid or made available and the Participant is an employee on the date the amounts would otherwise be paid or made available. Compensation that would otherwise be paid for a payroll period that begins before Severance from Employment is treated as an amount that would otherwise be paid or made available before an Employee has a Severance from Employment. In addition, deferrals may be made for former Employees with respect to compensation described in Treas. Reg. section 1.415(c)- 2(e)(3)(ii) (relating to certain compensation paid within 2 1/2 months following Severance from Employment), compensation described in Treas. Reg. section 1.415(c)- 2(g)(4) (relating to compensation paid to participants who are permanently and totally disabled), and compensation relating to qualified military service under Code section 414(u). ARTICLE VI. INVESTMENT OF DEFERRED COMPENSATION 6.01 Annuity Contracts and Other Plan Investments. For the purposes of satisfying its obligation to provide benefits under this Plan, the Employer shall invest the amount of compensation deferred by each Participant in Annuity Contracts and other Plan investments as specified in the Participants' Deferred Compensation Agreements. Amounts deferred under this Plan must be transferred to a trust, custodial account or annuity contract described in Section 6.02 within a period that is not longer than is reasonable for the proper administration of the Participant Accounts. Responsibility for the selection of investment alternatives for Plan assets shall be retained by the Employer, and the Employer shall have the right to modify the selection of investment alternatives from time to time. However, Participants and Beneficiaries may allocate amounts held in their Accounts or otherwise credited for their benefit under the Plan among the investment alternatives selected by the Employer, and the Employer shall cause such amounts to be so allocated within a reasonable time after the receipt of Participant instructions, or may instruct the issuer, trustee, or custodian to accept such allocation instructions directly from Participants and Beneficiaries as representatives of the Employer. 6.02 Exclusive Benefit Notwithstanding any provision of the Plan to the contrary, all amounts held under the Plan, including amounts deferred and earnings or other accumulations attributable thereto, shall be held for the exclusive benefit of Plan Participants and Beneficiaries (i) in annuity contracts, or (ii) in trust or in one or more custodial accounts pursuant to one or more separate written instruments. Any such annuity contract, trust, or custodial account must satisfy the requirements of section 457(g)(1) of the Code. The annuity contract, trust or custodial account must make it impossible, prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries, for any part of the assets GQDC 10 and income of the annuity contract, trust or custodial account to be used for, or diverted to, purposes other than for the exclusive benefit of Participants and their Beneficiaries. For purposes of this section, the terms Participant and Beneficiary shall also include contingent beneficiaries and /or spouses, former spouses, or children of Participants for whose benefit amounts are being held under the Plan pursuant to the terms of a domestic relations order which has been recognized under the terms of the Plan. Any discretionary authority reserved to the Employer (or to any administrator or administrative committee) under the Plan or under any investment held under the Plan, to the extent the exercise thereof would otherwise be inconsistent with this section, shall be exercised for the exclusive benefit of Plan Participants and Beneficiaries. Any issuer of an annuity contract or trustee or custodian of other investments held under the Plan shall have no authority to pay any amounts from such Plan investments to any creditor of the Employer, and shall have no duty to inquire into the validity of any request by the Employer or by an administrator or administrative committee for distribution of amounts for the benefit of a Participant or a Beneficiary under the Plan. 6.03 Benefits Based on Participant's Account Value. The benefits paid to a Participant or Beneficiary pursuant to Article VII of this Plan shall be based upon the value of the Participant's Account. In no event shall the Employer's liability to pay benefits exceed the value of the Participant's Account, and the Employer shall not be liable for losses arising from depreciation or other decline in the value of any investments acquired under this Plan. 6.04 Periodic Reports. Each Participant shall receive periodic reports, not less frequently than annually, showing the then - current value of his Account. 6.05 Employer- Directed Accounts. Notwithstanding any provision of the Plan to the contrary, the Employer shall direct the issuer, trustee or custodian with respect to the investment of any contributions that are forwarded to the issuer, trustee or custodian prior to the date on which the Participant or Beneficiary completes the necessary paperwork with the issuer, trustee or custodian (or takes such other action or actions as may be necessary) to direct the investment of such amounts. Such direction shall be communicated to the issuer, trustee or custodian by means of a separate written agreement between the Employer and issuer, trustee or custodian, which agreement shall include a default investment option and a default beneficiary designation. This direction shall be effective only until such time as the Participant or Beneficiary exercises his right to direct the investment of such amounts and to designate a Beneficiary in accordance with the terms of the Plan. GQDC 11 ARTICLE VII. BENEFITS 7.01 Distribution of Benefits. Except as otherwise provided in this Article, a Participant's Account shall become distributable upon a Participant's attainment of age 70Y2 or upon Severance from Employment. If the Participant has had a Severance from Employment, the distribution of a Participant's Account shall commence no later than April 1 of the calendar year following the year of the Participant's attainment of age 70Y2. Distributions shall be made in accordance with one of the payment options described in Section 7.03. 7.02 Distribution Procedures. The Employer may from time to time establish procedures for Participant distribution elections, provided that such procedures are not inconsistent with the requirements of Section 7.01. 7.03 Payment Options. A Participant (or a Beneficiary as provided in Section 7.06) may elect to have the value of the Participant's Account distributed in accordance with one of the following payment options provided that such option is available under the investment and consistent with the limitations set forth in Section 7.04: (a) life annuity; (b) life annuity with 60, 120, or 180 monthly payments guaranteed; (c) unit refund life annuity; (d) joint and last survivor annuity (spouse only); (e) lump sum; (f) term certain annuity with 36, 48, 60, 72, 84, 96, 108, 120, 132, 144, 156, 168 or 180 monthly payments guaranteed; (g) withdrawals for a specified number of years; (h) withdrawals of a specified amount; or (i) any other method of payment agreed upon between Participant and Employer and accepted by the investment provider or Service Provider. If a Participant fails to elect a payment option, any required payments shall be made under a payment option designated by the Employer. GQDC 12 o R,z:.7 C 5 GQDC Notwithstanding the options above, any option that involves a life contingency (or a joint life contingency) shall only be available under an Annuity Contract offered or obtained under the terms of the Plan. 7.04 Required Minimum Distributions. (a) No payment option may be selected by the Participant (or a Beneficiary) unless it satisfies the requirements of Code section 401(a)(9) and any additional Code limitations applicable to the Plan. The provisions of this section shall apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. The requirements of this section shall take precedence over any inconsistent provisions of the Plan. All distributions required under this section shall be determined and made in accordance with the regulations under section 401(a)(9) of the Code. Notwithstanding the other provisions of this section, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA. (b) The Participant's entire interest shall be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. If the Participant dies before distributions begin, the Participant's entire interest shall be distributed, or begin to be distributed, no later than as follows: (1) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, then unless the surviving spouse elects to apply the 5 -year rule (pursuant to subsection (f) below), distributions to the surviving spouse shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 -1/2, if later. (2) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, then unless the designated Beneficiary elects to apply the 5 -year rule (pursuant to subsection (f)), below), distributions to the designated Beneficiary shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest shall be distributed by 13 December 31 of the calendar year containing the fifth anniversary of the Participant's death. (4) If the Participant's surviving spouse is the Participant's sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subsection (b), other than paragraph (b)(1), shall apply as if the surviving spouse were the Participant. For purposes of this subsection (b) and subsection (d), unless paragraph (b)(4) applies, distributions are considered to begin on the Participant's required beginning date. If paragraph (b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under paragraph (b)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under paragraph (b)(1)), the date distributions are considered to begin is the date distributions actually commence. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions shall be made in accordance with subsections (c) and (d) of this section. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of section 401(a)(9) of the Code. (c) During the Participant's lifetime, the minimum amount that shall be distributed for each distribution calendar year is the lesser of: (1) the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(x)(9 }9 of the regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or (2) if the Participant's sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9) -9 of the regulations, using the Participant's and spouse's attained ages as of the GQDC ` 14 I (' Participant's and spouse's birthdays in the distribution calendar year. Required minimum distributions shall be determined under this subsection (c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death. (d) (1) If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that shall be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary, determined as follows: (a) The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (b) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (c) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (2) If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that shall be distributed for each distribution calendar year after the year of the Participant's GQDC 15 death is the quotient obtained by dividing the Participant's account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (3) Except as otherwise elected (pursuant to subsection (f), below), if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that shall be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in paragraph (d)(1) and subsection (2). (4) If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (5) If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under paragraph (b)(1), this subsection (d) shall apply as if the surviving spouse were the Participant. (e) Definitions. (1) "Designated Beneficiary" means the individual who is designated as the Beneficiary under Section 6.02 of the Plan and is the designated Beneficiary under section 401(a)(9) of the Code and section 1.401(a)(9) -1, Q &A -4, of the regulations. (2) "Distribution calendar year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year that contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under subsection (b). The required minimum distribution for the Participant's first distribution calendar year shall be made GQDC 16 j.0 G on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, shall be made on or before December 31 of that distribution calendar year. (3) "Life expectancy" means life expectancy as computed by use of the Single Life Table in section 1.401(a)(9) -9 of the regulations. (4) "Participant's account balance" means the account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. (5) "Required beginning date" means April 1st of the calendar year following the later of: (a) the calendar year in which the Participant attains age 70 -1/2; or (b) the calendar year in which the Participant retires. (f) Participants or Beneficiaries may elect, on an individual basis, whether the 5 -year rule or the life expectancy rule in subsections (b) and (d) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under subsection (b), or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, the surviving spouse's) death. If neither the Participant nor the Beneficiary makes an election under this paragraph, distributions shall be made in accordance with subsections (b) and (d). 7.05 Post - Retirement Death Benefits. Should the Participant die after he has begun to receive benefits under a payment option, the guaranteed or remaining payments, if any, under the payment option shall be payable to GQDC 17 ( o`i� 150 GQDC the Participant's Beneficiary commencing with the first payment due after the death of the Participant. Payment to the Participant's Beneficiary must comply with section 401(a)(9) of the Code, and with any additional Code limitations applicable to the Plan. If the Beneficiary does not continue to live for the remaining period of payments under the payment option, then the remaining benefits under the payment option shall be paid to the Beneficiary's beneficiary or, if none, the Beneficiary's estate. In no event shall the Employer be liable for any payments made in the name of the Participant or a Beneficiary before the Employer or its agent receives proof of the death of the Participant or Beneficiary. 7.06 Pre - Retirement Death Benefits. Should the Participant die before he has begun to receive benefits under Section 7.01, a death benefit equal to the value of the Participant's Account shall be payable to the Beneficiary. Such death benefit shall be paid in a lump sum unless the Beneficiary elects a different payment option. Payment to the Participant's Beneficiary must comply with section 401(a)(9) of the Code, and with any additional Code limitations applicable to the Plan. Should the Beneficiary die before the completion of payments under the payment option, the value of the remaining payments under the payment option shall be paid to the Beneficiary's beneficiary or, if none, the Beneficiary's estate. 7.07 Unforeseeable Emergency Withdrawals. If the Employer so elects under Section 2.02, then in the event of an unforeseeable emergency, a Participant may apply to the Employer to receive that part of the value of his Account that is reasonably needed to satisfy the emergency need (including any amounts that may be necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution). If such application for withdrawal is approved by the Employer, the Employer shall direct the issuer, trustee or custodian to pay the Participant such value as the Employer deems necessary to meet the emergency need. The regulations under section 457(d)(1)(A)(iii) of the Code define an unforeseeable emergency as a severe financial hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent (as defined in Code section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code section 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant's or Beneficiary's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by homeowner's insurance, e.g., as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. For example, the imminent foreclosure of or eviction from the Participant's or M] GQDC Beneficiary's primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical expenses, including non - refundable deductibles, as well as for the cost of prescription drug medication, may constitute an unforeseeable emergency. Finally, the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code section 152(b)(1), (b)(2), and (d)(1)(13)) may also constitute an unforeseeable emergency. Except as otherwise specifically provided in this Section 7.07, neither the purchase of a home nor the payment of college tuition is an unforeseeable emergency. A distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan. 7.08 Transitional Rule for Annuity Payment Option Elections. If this Plan document constitutes an amendment and restatement of the Plan as previously adopted by the Employer and if a Participant or Beneficiary has commenced receiving benefits under an annuity payment option, that annuity payment option shall remain in effect notwithstanding any other provision of this Plan. 7.09 Participant's Election to Receive In- Service Distribution. If the Employer so elects under Section 2.03, a Participant may elect to receive an in- service distribution of the total amount payable to him under the Plan if: (a) such amount does not exceed the dollar amount under section 411 (a)(1 1)(A) of the Code, (b) no amount has been deferred under the Plan with respect to the Participant during the two -year period ending on the date of the distribution, and (c) there has been no prior distribution under the Plan to the Participant under this Section 7.09 or under Section 7.10. 7.10 Distribution without Participant's Consent If the Employer so elects under Section 2.04, the total amount payable to a Participant under the Plan may be distributed to the Participant without his consent if: (a) such amount does not exceed $1,000, 19 U 4 1-, { G, (b) no amount has been deferred under the Plan with respect to the Participant during the two -year period ending on the date of the distribution, and (c) there has been no prior distribution under the Plan to the Participant under this Section 7.10 or under Section 7.09. ARTICLE VIII. NON - ASSIGNABILITY 8.01 In General. Except as provided in Section 8.02, the interests of each Participant or Beneficiary under the Plan are not subject to the claims of the Participant's or Beneficiary's creditors; and no Participant or Beneficiary shall have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder or any interest under the Plan, which payments and interests are expressly declared to be non - assignable and non - transferable. 8.02 Domestic Relations Orders. (a) Allowance of Transfers: Notwithstanding Section 8.01, if a judgment, decree or order (including approval of a property settlement agreement) that relates to the provision of child support, alimony payments, or the marital property rights of a spouse or former spouse, child, or other dependent of a Participant is made pursuant to a State domestic relations law ( "domestic relations order "), then the amount of the Participant's Account shall be paid in the manner and to the person or persons so directed in the domestic relations order. Such payment shall be made without regard to whether the Participant is eligible for a distribution of benefits under the Plan. The Plan Administrator shall establish reasonable procedures for determining the status of any such decree or order and for effectuating distribution pursuant to the domestic relations order. Where necessary to carry out the terms of such an order, a separate Account may be established with respect to the spouse, former spouse, or child who shall be entitled to make investment selections with respect thereto in the same manner as the Participant. (b) Release from Liability to Participant: The Employer's liability to pay benefits to a Participant shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse, former spouse, child, or other dependent pursuant to paragraph (a) of this section. No such transfer shall be effectuated unless the Employer or Service Provider has been provided with satisfactory evidence that the Employer and the Service Provider are released from any further claim by the Participant with respect to such amounts. The GQDC 20 Participant shall be deemed to have released the Employer and the Service Provider from any claim with respect to such amounts, in any case in which (i) the Employer or Service Provider has been served with legal process or otherwise joined in a proceeding relating to such transfer, (ii) the Participant has been notified of the pendency of such proceeding in the manner prescribed by the law of the jurisdiction in which the proceeding is pending by service of process in such action or by mail from the Employer or Service Provider to the Participant's last known mailing address, and (iii) the Participant fails to obtain an order of the court in the proceeding relieving the Employer or Service Provider from the obligation to comply with the judgment, decree, or order. The Participant shall also be deemed to have released the Employer or Service Provider if the Participant has consented to the transfer pursuant to the terms of a property settlement agreement and /or a final judgment, decree, or order as described in paragraph (a). (c) Participation in Leqal Proceedings: The Employer and the Service Provider shall not be obligated to defend against or seek to have set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the garnishment of a Participant's benefits, unless the full expense of such legal action is borne by the Participant. In the event that the Participant's action (or inaction) nonetheless causes the Employer or Service Provider to incur such expense, the amount of the expense may be charged against the Participant's Account and thereby reduce the Employer's obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce, separation, or child support, the Employer and Service Provider shall be authorized to the extent permitted by applicable laws to disclose information relating to the Participant's Account to the Participant's spouse, former spouse, or child (including the legal representatives of the spouse, former spouse, or child), or to a court. ARTICLE IX. TRANSFERS AND ROLLOVERS 9.01 Transfers. This Plan shall accept and allow transfers, pursuant to section 457 of the Code, of amounts deferred by an individual under this Plan or another eligible deferred compensation plan meeting the requirements of section 457(g) of the Code, provided the conditions of this Section 9.01 are met. (a) Directed by Individual Participant or Beneficiary. A transfer from this Plan to another eligible governmental deferred compensation plan or from another eligible governmental deferred compensation plan to this Plan is permitted only if the transferor plan provides for GQDC 21 oaf i r GQDC transfers, the receiving plan provides for the receipt of transfers, the Participant or Beneficiary whose amounts deferred are being transferred shall have an amount deferred immediately after the transfer at least equal to the amount deferred with respect to that Participant or Beneficiary immediately before the transfer, and in the case of a transfer for a Participant, the Participant whose amounts deferred are being transferred has had a severance from employment with the transferring employer and is performing services for the employer maintaining the transferee plan. Upon the transfer of assets from this Plan under this Section 9.01(a), the Plan's liability to pay benefits to the Participant or Beneficiary under this Plan shall be discharged to the extent of the amount so transferred for the Participant or Beneficiary. Any such transferred amount shall not be treated as a deferral subject to the limitations of Section 3.12, except that, for purposes of applying the limit of Section 3.12, an amount deferred during any taxable year under the plan from which the transfer is accepted shall be treated as if it had been deferred under this Plan during such taxable year and compensation paid by the transferor employer shall be treated as if it had been paid by the Employer. (b) Permissive Service Credit Transfers. Subject to any limitations imposed by an investment provider, if a Participant is also a participant in a tax - qualified defined benefit governmental plan (as defined in section 414(d) of the Code) that provides for the acceptance of plan -to -plan transfers with respect to the Participant, then the Participant may elect to have any portion of the Participant's Account transferred to the defined benefit governmental plan. A transfer under this Section 9.01(b) may be made before the Participant has had a Severance from Employment. A transfer may be made under Section 9.01(b) only if the transfer is either for the purchase of permissive service credit (as defined in section 415(n)(3)(A) of the Code) under the receiving defined benefit governmental plan or a repayment to which section 415 of the Code does not apply by reason of section 415(k)(3) of the Code. 9.02 Rollovers. A Participant may elect to roll an Eligible Rollover Distribution to an Eligible Retirement Plan. The Participant shall be provided with a description of available rollover rights and rules in advance of such a distribution. A distribution that is an Eligible Rollover Distribution and that is paid in a form other than a rollover shall be subject to mandatory withholding of 20 %, or such other mandatory withholding rate as may be 22 imposed under the Code from time to time. This Plan shall be permitted to accept a rollover distribution from an Eligible Retirement Plan (including a distribution from an IRA) to this Plan, subject to any administrative restrictions imposed by the Plan or by the investment provider. To the extent required under the Code, the Plan shall separately account for any rollover contributions it receives. Rollover contributions to the Plan before January 1, 2006, shall be subject to the same restrictions on distributions applicable to other amounts held under the Plan. Rollover contributions to the Plan on or after January 1, 2006, shall not be subject to the same restrictions on distributions applicable to other amounts held under the Plan, and such rollover contributions may be distributed at any time. ARTICLE X. LOANS If the Employer so elects under Section 2.05, loans shall be made available to all Participants on a reasonably equivalent basis, but only to the extent permitted under the Annuity Contract or other Plan investment and the provisions of this Article. No loan shall be made available under this Plan unless it satisfies all of the requirements of Code section 72(p) and any other applicable regulatory guidance, including the limitations on the total of a Participant's non - taxable loans from all plans of the Employer for treatment as a tax -free loan. The making of loans under this Plan shall be subject to written guidelines set forth in a separate document (or under the Annuity Contract), which guidelines shall govern the availability, terms and procedures for Participants to obtain loans under this Plan. The availability of loans under this Plan may be suspended, terminated or modified at any time. ARTICLE XI. AMENDMENT OR TERMINATION OF PLAN 11.01 Amendment or Termination. The Employer may at any time amend this Plan or terminate this Plan and distribute the Participants' Accounts in conformity with the Code; provided, however, that such amendment or termination shall not impair the rights of Participants or their Beneficiaries with respect to any compensation deferred before the date of the amendment or termination of this Plan except as may be required to maintain the tax status of the Plan under the Code. In the event that the Plan is terminated, amounts deferred under the Plan (and all Plan assets) shall be distributed to all Plan Participants and Beneficiaries as soon as administratively practicable after the termination of the Plan and Participants shall thereafter receive their Normal Compensation. 11.02 Amendment and Restatement of Previously Adopted Plan. If this Plan document constitutes an amendment and restatement of the Plan as previously adopted by the Employer, the amendments contained herein shall be effective as of the Effective Date, and the terms of the preceding plan document shall remain in effect through such date. GQDC 23 ARTICLE XII. USERRA An Employee whose employment is interrupted by qualified military service under Code section 414(u) or who is on a leave of absence for qualified military service under Code section 414(u) may defer additional Compensation upon resumption of employment with the Employer equal to the maximum amount of Compensation that could have been deferred during that period if the Employee's employment with the Employer had continued (at the same level of Compensation) without the interruption of leave, reduced by the amount of Compensation, if any, actually deferred during the period of the interruption or leave. This right applies for five years following the resumption of employment (or, if sooner, for a period equal to three times the period of the interruption or leave). ARTICLE XIII. MISTAKEN CONTRIBUTIONS If any contribution (or any portion of a contribution) is made to the Plan by a good faith mistake of fact, then within one year after the payment of the contribution, and upon receipt in good order of a proper request approved by the Plan Administrator, the amount of the mistaken contribution (adjusted for any income or loss in value, if any, allocable thereto) shall be returned directly to the Participant or, to the extent required or permitted by the Plan Administrator, to the Employer. ARTICLE XIV. RELATIONSHIP TO OTHER PLANS This Plan serves in addition to any other retirement, pension or benefit plan or system presently in existence or hereinafter established. IN WITNESS WHEREOF, the Employer has caused this instrument to be executed by its duly authorized representative on this l'� day of , 200 `' _. Employer Name: _ (Please P 0 Name: Title: t-\-/ �L)o GQDC 24 /oar 157 BASIC PLAN DOCUMENT FOR GOVERNMENTAL 457 DEFERRED COMPENSATION PLAN AND TRUST The Employer named on an Adoption Agreement for this 457 Deferred Compensation Plan and Trust, by executing the Adoption Agreement, establishes a 457 Plan intended to conform to and qualify under Code §457 of the Internal Revenue Code of 1986, for a Governmental Entity described in Code §457(e)(1)(A). If the Employer adopts this Plan as a restated Plan in substitution for, and in amendment of, an existing plan, the provisions of this Plan, as a restated Plan, apply solely to an Employee who severs employment with the Employer on or after the restated Effective Date of the Employer's Plan. If an Employee severs employment with the Employer prior to the restated Effective Date, that Employee is entitled to benefits under the Plan as the Plan existed on the date of the Employee's severance from employment. This Basic Plan Document establishes the provisions of the Plan, and upon execution of the Adoption Agreement by the trustee, also includes an agreement establishing a Trust under the provisions of Article VIII below, which is intended to be qualified under Code §457(g) to hold the assets of the Plan. With the consent of SDI, Plan assets may also (or instead) be held by one or more different trustees under a separate trust agreement or in the form of one or more annuity contracts issued by a duly qualified insurance company, provided that any such separate trust or annuity contract also satisfies the requirements of Code §§ 401(f) and 457(g), and provided finally that in the event of a conflict between this Plan (other than Article VIII) and such separate trust or annuity contract, the provisions of this Plan shall control. ARTICLE I — DEFINITIONS 1.01 "Account" means the bookkeeping account maintained with respect to each Participant which reflects the value of the deferred Compensation credited to the Participant, including all Deferred Compensation contributed for the Participant, the earnings or loss of the Fund (net of Fund expenses) allocable to the Participant, any transfers for the Participant's benefit, and any distribution made to the Participant or the Participant's Beneficiary. If a Participant has more than one Beneficiary at the time of the Participant's death, then a separate Account shall be maintained for each Beneficiary. The Account includes any account established under Articles III and VII for rollover contributions and plan -to -plan transfers made for a Participant, the account established for a Beneficiary after a Participant's death, and any account or accounts established for an alternate payee (as defined in section 414(p)(8) of the Code). 1.02 "Beneficiary" means the designated person who is entitled to receive benefits under the Plan after the death of a Participant. 1.03 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered. 1.04 "Compensation" means all cash compensation for services to the Employer, including salary, wages, fees, commissions, bonuses, and overtime pay, that is includible in the Employee's gross income for the calendar year, Plus amounts that would be cash compensation for services to the Employer includible in the Employee's gross income for the calendar year but for a compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) of the Code (including an election to defer compensation under Article II. The Plan Administrator will take into account only Compensation actually paid for the relevant period. A Compensation payment includes Compensation paid by the Employer through another person under the common paymaster provisions in Code § §3121 and 3306. 1.05 "Deferred Compensation" means the total amount of all contributions made to the Plan on behalf of the Participant for a Plan Year, including Elective Deferrals and, if permitted, Matching Contributions and Employer Contributions. 1.06 "Effective Date" of this Plan is the date specified in the Employer's Adoption Agreement. However, the Plan applies to the applicable Plan provision any delayed effective date permitted by the Code, by Treasury regulation, or by other guidance published in the Internal Revenue Bulletin. 1.07 "Elective Deferrals" are salary reduction contributions and cash or deferred contributions the Employer contributes to the Trust on behalf of an eligible Employee, irrespective of whether, in the case of cash or deferred contributions, the contribution is at the election of the Employee. /o4 C5g 1.08 "Employee" means each natural person, whether appointed or elected, who is employed and designated by the Employer as a common law employee, excluding any employee who is included in a unit of employees covered by a collective bargaining agreement that does not specifically provide for participation in the Plan. The Plan excludes leased employees (Code §414(n)). 1.09 "Employer" means each State governmental entity which adopts this Plan by executing and Adoption Agreement. 1.10 "Includible Compensation" means an Employee's actual wages in box 1 of Form W -2 for a year for services to the Employer, but subject to a maximum of $200,000 (or such higher maximum as may apply under section 401(a)(17) of the Code) and increased (up to the dollar maximum) by any compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) of the Code (including an election to defer Compensation under Article II. 1.11 "Independent Contractor" means any individual who performs service for the Employer and who the Employer does not treat as an Employee or a leased employee. If the Employer provides contributions for any Independent Contractors under the Plan, references to Employee in the Plan will include Independent Contractors. 1.12 "Normal Retirement Age" means any age designated by the Participant: (a) on or after the earlier of age 65 or the age at which the Participant has the right to retire and receive, under any basic defined benefit or money purchase pension plan of the Employer, immediate retirement benefits without actuarial or similar reduction because of retirement before some later specified age, and (b) not later than age 70'/. Any Plan Participant who is a qualified police or firefighter as described in Code §415(b)(2)(H)(ii)(I) may designate a normal retirement age between age 40 and age 70'/. 1.13 "Participant" means an individual who is currently or who has previously received contributions under the Plan and who has not received a distribution of his or her entire benefit under the Plan. Only individuals who perform services for the Employer as a common law Employee or, where specified by the Employer, as an Independent Contractor, may receive contributions under the Plan. 1.14 "Plan" means the 457 Deferred Compensation Plan established or continued by the Employer in the form of an Adoption Agreement and this Plan and Trust Agreement. The Employer will designate the name of the Plan in its Adoption Agreement. The Plan maintained by each adopting Employer is a separate Plan, independent from the plan of any other employer adopting this or a similar 457 Plan. All section references within the Plan are Plan section references unless the context clearly indicates otherwise. 1.15 "Plan Administrator" is the Employer unless the Employer designates another person to hold the position of Plan Administrator. The Employer may alternatively designate another person or organization to perform duties assigned to the Plan Administrator under this Agreement. 1.16 "Plan Year" means the 12 month fiscal year of the Plan, which is the calendar year unless otherwise specified in the Employer's Adoption Agreement. 1.17 "Salary Reduction Agreement" means an enrollment form or other written agreement between the Employee and the Employer, by which the Employer reduces the Employee's Compensation for Compensation not available as of the date of the election and contributes the amount as an Elective Deferral to the Employee's Account. 1.18 "SDI" means Security Distributors, Inc., which has provided this sample plan document and which receives contributions made under the plan for the purchase of trust account or annuity contract investment products it distributes and makes available under the Plan. SDI is an affiliate of Security Benefit Corporation. 1.19 "Service" means any period of time the Employee is in the employ of the Employer. In the case of an independent contractor, Service means any period of time the independent contractor performs services for the Employer on an independent contractor basis. A common law employee terminates Service (other than by death) when he /she has a Severance from Employment or has retired. An independent contractor terminates Service (other than by death) when his contract(s) with the Employer, under which he /she performs services, expires, unless the Employer anticipates a renewal of the contractual relationship. The Employer anticipates renewal if it intends to contract for the services provided under the expired contract and neither the Employer nor the independent contractor has eliminated the independent contractor as a potential provider of such services under the new contract. Furthermore, the Employer anticipates renewal if the Employer intends to contract with the independent contractor under a new contract conditioned on the Employer's need for the services provided under the expired contract or the Employer's availability of funds. Notwithstanding the preceding provisions of this Section 1. 19, the Plan Administrator will consider an independent contractor terminated from Service on the date twelve months after his Ivy{ ls9 contract for services expires, provided the independent contractor has not performed services for the Employer as an independent contractor nor as a common law employee within such twelve -month period. 1.20 "Severance from Employment" means the date that the Employee dies, retires, or otherwise has a severance from employment with the Employer, as determined by the Plan Administrator (and taking into account guidance issued under the Code). 1.21 "State" means a State (treating the District of Columbia as a State as provided under §7701(a)(10)), a political subdivision of a State, and any agency or instrumentality of a State. 1.22 "Trust" means the Trust created under Article VIII of this Plan. The Trust created and established under the adopting Employer's Plan is a separate Trust, independent of the trust of any other Employer adopting this 457 Deferred Compensation Plan. Where the context of a specific provision of this Plan requires (other than Article VIII), any separate trust, custodial agreement, or annuity contract shall be considered the Trust for that provision. 1.23 "Trust Agreement" means a written agreement (or declaration) made by and between the Employer and the Trustee under which the Trust Fund is maintained, including the provisions of Article VIII below. 1.24 "Trustee" means UMB Bank, n.a., or such other person or persons who as Trustee execute the Employer's Adoption Agreement, or any successor in office who in writing accepts the position of Trustee. Where the context of a specific provision of this Plan requires (other than Article VIII), any trustee under a separate trust agreement, custodian under a custodial agreement, or insurance company that issues annuity contracts shall be considered the Trustee. 1.25 "Trust Fund" means the trust fund created under and subject to the Trust Agreement. 1.26 "Valuation Date" means the last day of the Plan Year and such other times as the assets of the Plan may be valued. The Plan Administrator will allocate Employer contributions and forfeitures for a particular Participant as of the Valuation Date next following the date of remittance to the Trust, at least once each Plan Year on the last Valuation Date of that Plan Year. ARTICLE II — PARTICIPATION IN PLAN 2.01 ELIGIBILITY FOR DEFERRAL CONTRIBUTIONS. Unless otherwise provided in an Adoption Agreement, each Employee becomes eligible to participate in the Plan for the purpose of making Elective Deferrals immediately upon the later of the Effective Date of this Plan or upon the date he /she becomes an Employee. 2.02 ELECTION REQUIRED FOR PARTICIPATION. An Employee may elect to become a Participant by executing an election to defer a portion of his or her Compensation (and have that amount contributed as an Elective Deferral on his or her behalf) and filing a Salary Reduction Agreement with the Plan Administrator. The Salary Reduction Agreement form shall be provided by the Plan Administrator and shall require the Employee to agree to be bound by all the terms and conditions of the Plan. The Plan Administrator may establish a minimum deferral amount, and may change such minimums from time to time. The Salary Reduction Agreement (or a separate form obtained at that time) shall also include designation of investment funds and a designation of Beneficiary. Any such election shall remain in effect until a new election is filed. 2.03 COMMENCEMENT OF PARTICIPATION. An Employee shall become a Participant as soon as administratively practicable following the date the Employee files a participation election pursuant to Section 2.02. Such election shall become effective no earlier than the calendar month following the month in which the election is made. A new Employee may defer compensation payable in the calendar month during which the Participant first becomes an Employee if an agreement providing for the deferral is entered into on or before the first day on which the Participant performs services for the Employer. 2.04 ELIGIBILITY FOR MATCHING AND NON - ELECTIVE CONTRIBUTIONS. If Matching Contributions or Non - Elective Contributions may be made to the Plan, as elected in the Adoption Agreement, the Employer shall determine, in it's discretion, which Employees shall be eligible to receive such contributions. This determination may be made by classification, by establishing service and /or age requirements consistent with the requirements of the Code, if any, under the terms of individual employment agreements or collective bargaining agreements, or by the Employer individually selecting employees as eligible to receive allocations of Matching Contributions or Non - Elective Contributions. Eligibility conditions may be attached to the Adoption Agreement as an addendum thereto. 2.05 CONTRIBUTIONS MADE PROMPTLY. Elective Deferrals by the Participant under the Plan shall be transferred to the Trust Fund within a period that is not longer than is reasonable for the proper administration of the Participant's !bI 160 Account. For this purpose, Elective Deferrals shall be treated as contributed within a period that is not longer than is reasonable for the proper administration if the contribution is made to the Trust Fund within 15 business days following the end of the month in which the amount would otherwise have been paid to the Participant. 2.06 AMENDMENT TO SALARY REDUCTION AGREEMENT. Subject to other provisions of the Plan, a Participant may at any time revise his or her Salary Reduction Agreement, including a change of the amount of his or her Elective Deferrals, his or her investment direction and his or her designated Beneficiary. Unless the election specifies a later effective date, a change in the amount of the Elective Deferrals shall take effect as of the first day of the next following month or as soon as administratively practicable if later. A change in the investment direction shall take effect as of the date provided by the Plan Administrator on a uniform basis for all Employees. A change in the Beneficiary designation shall take effect when the election is accepted by the Plan Administrator. 2.07 LEAVE OF ABSENCE. Unless an election is otherwise revised, if a Participant is absent from work by leave of absence, Elective Deferrals under the Plan shall continue to the extent that Compensation continues. 2.08 DISABILITY. A disabled Participant may elect Elective Deferrals during any portion of the period of his or her disability to the extent that he or she has actual Compensation (not imputed Compensation and not disability benefits) from which to make contributions to the Plan and has not had a Severance from Employment. ARTICLE III — CONTRIBUTIONS /LIMITATIONS ON CONTRIBUTIONS 3.01 CONTRIBUTION FORMULAS. The Employer will contribute to the Plan on behalf of each Participant the amount determined by application of the contribution formula(s) elected by the Employer in its Adoption Agreement. The formulas may provide for the following types of contributions: Deferral Contributions. If Deferral Contributions are elected, the Employer will contribute for each Participant the amount, if any, by which the Participant has elected to reduce his /her Compensation for the Plan Year under his /her Salary Reduction Agreement on file with the Plan Administrator. A Participant may make an election to defer Compensation for a month only if the Participant makes an agreement to defer before the beginning of such month. Employer Matching Contributions. If Matching Contributions are elected, the Employer will contribute for each Participant it determines to be eligible for Matching Contributions the amounts determined under the formula specified in the Adoption Agreement. Matching Contributions shall be fully vested when made and allocated to a Participant's Account. Employer Non - Elective Contributions. If Employer Non - Elective Contributions are elected, the Employer shall contribute to the Trust such an amount or amounts as it determines, in it's sole discretion, to be allocated to those Employees it determines to be eligible for such contributions. If no contribution allocation formula is specified in the Adoption Agreement, Non - Elective Contributions shall be allocated in accordance with an allocation schedule determined in its sole discretion by the Employer. Non - elective Contributions shall be fully vested when made and allocated to a Participant's Account. 3.02 BASIC ANNUAL CONTRIBUTION LIMITATION. The maximum amount of a Participant's Deferred Compensation under the Plan for any calendar year shall not exceed the lesser of (i) the Applicable Dollar Amount or (ii) the Participant's Includible Compensation for the calendar year. The Applicable Dollar Amount is the amount established under section 457(e)(15) of the Code applicable as set forth below: For the fol %wing years: I The Applicable Dollar Amount is: 2002 $11, 000 2003 $12, 000 2004 $13,000 2005 $14,000 2006 or thereafter $15,000 Adjusted for cost -of- living after 2006 to the extent provided under section 415(d) of the Code. )0L( )(9t 3.03 AGE 50 CATCH -UP DEFERRED COMPENSATION CONTRIBUTIONS. A Participant who will attain age 50 or more by the end of the calendar year is permitted to elect an additional amount of Deferred Compensation, up to the maximum age 50 catch -up Deferred Compensation for the year. The maximum dollar amount of the age 50 catch -up Deferred Compensation for a year is as follows: For the following years: The maximum age 50 catch -up dollar amount is: 2002 $1,000 2003 $2,000 2004 $3,000 2005 $4,000 2006 or thereafter $5,000, adjusted for cost -of- living after 2006 to the extent provided under the Code. 3.04 SPECIAL SECTION 457 CATCH -UP LIMITATION. If the applicable year is one of a Participant's last 3 calendar years ending before the year in which the Participant attains Normal Retirement Age and the amount determined under this Section 3.04 exceeds the amount computed under Sections 3.02 and 3.03, then the Deferred Compensation limit under this Article III shall be the lesser of: (a) An amount equal to 2 times the Section 3.02 Applicable Dollar Amount for such year; or (b) The sum of: (1) An amount equal to (A) the aggregate Section 3.02 limit for the current year plus each prior calendar year beginning after December 31, 2001 during which the Participant was an Employee under the Plan, minus (B) the aggregate amount of Compensation that the Participant deferred under the Plan during such years, plus (2) An amount equal to (A) the aggregate limit referred to in section 457(b)(2) of the Code for each prior calendar year beginning after December 31, 1978 and before January 1, 2002 during which the Participant was an Employee (determined without regard to Sections 3.03 and 3.04), minus (B) the aggregate contributions to Pre -2002 Coordination Plans for such years. However, in no event can the deferred amount be more than the Participant's Compensation for the year. 3.05 SPECIAL RULES. For purposes of this Article III, the following rules shall apply: (a) If the Participant is or has been a participant in one or more other eligible plans within the meaning of section 457(b) of the Code, then this Plan and all such other plans shall be considered as one plan for purposes of applying the foregoing limitations of this Article III. For this purpose, the Plan Administrator shall take into account any other such eligible plan maintained by the Employer and shall also take into account any other such eligible plan for which the Plan Administrator receives from the Participant sufficient information concerning his or her participation in such other plan. (b) In applying Section 3.04, a year shall be taken into account only if (i) the Participant was eligible to participate in the Plan during all or a portion of the year and (ii) Compensation deferred, if any, under the Plan during the year was subject to the Basic Annual Limitation described in Section 3.02 or any other plan ceiling required by section 457(b) of the Code. (c) For purposes of Section 3.04(b)(2)(B), "contributions to Pre -2002 Coordination Plans" means any employer contribution, salary reduction or elective contribution under any other eligible Code section 457(b) plan, or a salary reduction or elective contribution under any Code section 401(k) qualified cash or deferred arrangement, Code section 402(h)(1)(B) simplified employee pension (SARSEP), Code section 403(b) annuity contract, and Code section 408(p) simple retirement account, or under any plan for which a deduction is allowed because of a contribution to an organization described in section 501(c)(18) of the Code, including plans, arrangements or accounts maintained by the Employer or any employer for whom the Participant performed services. However, the contributions for any calendar year are only taken into account for purposes of Section 3.04(b)(2)(B) to the extent that the total of such contributions does not exceed the aggregate limit referred to in section 457(b)(2) of the Code for that year. (d) For purposes of Sections 3.02, 3.03 and 3.04, an individual is treated as not having deferred compensation under a plan for a prior taxable year to the extent Excess Deferrals under the plan are distributed, as described in Section 3.06. To the extent that the combined deferrals for pre -2002 years exceeded the maximum deferral limitations, the amount is treated as an Excess Deferral for those prior years. 3.06 CORRECTION OF EXCESS DEFERRALS. If the Deferred Compensation on behalf of a Participant for any calendar year exceeds the limitations described above, or the Deferred Compensation on behalf of a Participant for any calendar year exceeds the limitations described above when combined with other amounts deferred by the Participant under another eligible deferred compensation plan under section 457(b) of the Code for which the Participant provides information that is accepted by the Plan Administrator, then the Deferred Compensation, to the extent in excess of the applicable limitation (adjusted for any income or loss in value, if any, allocable thereto), shall be distributed to the Participant. 3.07 PROTECTION OF PERSONS WHO SERVE IN A UNIFORMED SERVICE. An Employee whose employment is interrupted by qualified military service under Code section 414(u) or who is on a leave of absence for qualified military service under Code section 414(u) may elect to make additional Elective Deferrals upon resumption of employment with the Employer equal to the maximum Elective Deferrals that the Employee could have elected during that period if the Employee's employment with the Employer had continued (at the same level of Compensation) without the interruption or leave, reduced by the Elective Deferrals, if any, actually made for the Employee during the period of the interruption or leave. This right applies for five years following the resumption of employment (or, if sooner, for a period equal to three times the period of the interruption or leave). 3.08 ELIGIBLE ROLLOVER CONTRIBUTIONS TO THE PLAN. (a) A Participant who is an Employee and who is entitled to receive an eligible rollover distribution from another eligible retirement plan may request to have all or a portion of the eligible rollover distribution paid to the Plan. The Plan Administrator may require such documentation from the distributing plan as it deems necessary to effectuate the rollover in accordance with section 402 of the Code and to confirm that such plan is an eligible retirement plan within the meaning of section 402(c)(8)(B) of the Code. (b) For purposes of Section 3.08(a), an eligible rollover distribution means any distribution of all or any portion of a Participant's benefit under another eligible retirement plan, except that an eligible rollover distribution does not include (1) any installment payment for a period of 10 years or more, (2) any distribution made as a result of an unforeseeable emergency or other distribution which is made upon hardship of the employee, or (c) for any other distribution, the portion, if any, of the distribution that is a required minimum distribution under section 401(a)(9) of the Code. In addition, an eligible retirement plan means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, a qualified trust described in section 401(a) of the Code, an annuity plan described in section 403(a) or 403(b) of the Code, or an eligible governmental plan described in section 457(b) of the Code, that accepts the eligible rollover distribution. (c) The Plan shall establish and maintain for the Participant a separate account for any eligible rollover distribution paid to the Plan from any eligible retirement plan that is not an eligible governmental plan under section 457(b) of the Code. In addition, the Plan shall establish and maintain for the Participant a separate account for any eligible rollover distribution paid to the Plan from any eligible retirement plan that is an eligible governmental plan under section 457(b) of the Code. ARTICLE IV — TIME AND METHOD OF PAYMENT OF BENEFITS 4.01 DISTRIBUTIONS AT RETIREMENT OR OTHER SEVERANCE FROM EMPLOYMENT. Upon retirement or other Severance from Employment (other than due to death), a Participant is entitled to receive a distribution of his or her Account under any form of distribution permitted under Section 4.03 commencing at the date elected under Section 4.02. If a Participant does not elect otherwise, the distribution shall be paid as soon as practicable following Normal Retirement Age or, if later, following retirement or other Severance from Employment and payment shall be made in monthly installments of the minimum annual payments described in paragraph (b) of Section 4.03. 4.02 ELECTION OF BENEFIT COMMENCEMENT DATE. A Participant may elect to commence distribution of benefits at any time after retirement or other Severance from Employment by an election filed before the date on which benefits are to commence. However, in no event may distribution of benefits commence later than the date described in Section 4.08. «� 10 4.03 FORMS OF DISTRIBUTION. In an election to commence benefits under Section 4.02, a Participant entitled to a distribution of benefits under this Article may elect to receive payment in any of the following forms of distribution: (a) a lump sum payment of the total Account or (b) annual installment payments through the year of the Participant's death, the amount payable each year at least equal to a fraction of the Account equal to one divided by the distribution period set forth in the Uniform Lifetime Table at section 1.401(a)(9) -9, A -2, of the Income Tax Regulations for the Participant's age on the Participant's birthday for that year. If the Participant's age is less than age 70, the distribution period is at least 27.4 plus the number of years that the Participant's age is less than age 70. At the Participant's election, this annual payment can be made in monthly, quarterly, semi - annual or annual installments. The Account for this calculation (other than the final installment payment) is the balance of the Account as of the end of the year prior to the year for which the distribution is being calculated. Payments shall commence on the date elected under Section 4.02. For any year, the Participant can elect distribution of a greater amount (not to exceed the amount of the remaining Account) in lieu of the amount calculated using this formula. 4.04 DEATH BENEFIT DISTRIBUTIONS. Commencing in the calendar year following the calendar year of the Participant's death, the Participant's Account shall be paid to the Beneficiary in a lump sum. Alternatively, if the Beneficiary with respect to the Participant's Account is a natural person, at the Beneficiary's election, distribution can be made in annual installments (calculated in a manner that is similar to installments under Section 4.03) with the distribution period determined under this paragraph. If the Beneficiary is the Participant's surviving spouse, the distribution period is equal to the Beneficiary's life expectancy using the single life table in section 1.401(a)(9) -9, A -1, of the Income Tax Regulations for the spouse's age on the spouse's birthday for that year. If the Beneficiary is not the Participant's surviving spouse, the distribution period is the Beneficiary's life expectancy determined in the year following the year of the Participant's death using the single life table in section 1.401(a)(9) -9, A -1, of the Income Tax Regulations for the Beneficiary's age on the Beneficiary's birthday for that year, reduced by one for each year that has elapsed after that year. For any year, a Beneficiary can elect distribution of a greater amount (not to exceed the amount of the remaining Account) in lieu of the amount calculated using this formula. 4.05 ACCOUNTS OF $5,000 OR LESS. Notwithstanding Sections 4.02, 4.03 and 4.04, if the balance of a Participant's Account is not in excess of $5,000 (or the dollar limit under section 411(a)(11) of the Code, if greater) on the date that payments commence under Section 4.03 or on the date of the Participant's death, then payment shall be made to the Participant (or to the Beneficiary if the Participant is deceased) in a lump sum equal to all the Participant's Account as soon as practicable following the Participant's retirement, death, or other Severance from Employment. Effective March 28, 2005, however, no mandatory distribution shall be made to or for the benefit of a Participant (or Beneficiary) whose account balance is greater than $1,000 unless the Participant (or Beneficiary) either elects to have such distribution paid directly to an Eligible Retirement Plan in a direct rollover or elects to receive the distribution directly in accordance with the Plan. 4.06 AMOUNT OF ACCOUNT. Except as provided in Section 4.03, the amount of any payment under this Article IV shall be based on the balance of the Account on the preceding Valuation Date. 4.07 REVOCATION OF PRIOR ELECTION. Any election made under this Article IV may be revoked at any time. 4.08 LATEST DISTRIBUTION DATE. In no event shall any distribution under this Article IV begin later than the later of (a) April 1 of the year following the calendar year in which the Participant attains age 701/2 or (b) April 1 of the year following the year in which the Participant retires or otherwise has a Severance from Employment. If distributions commence in the calendar year following the later of the calendar year in which the Participant attains age 701/2 or the calendar year in which the Severance from Employment occurs, the distribution on the date that distribution commences must be equal to the annual installment payment for the year that the Participant has a Severance from Employment determined under paragraph (b) of Section 4.03 and an amount equal to the annual installment payment for the year after Severance from Employment determined under paragraph (b) of Section 4.03 must also be paid before the end of the calendar year of commencement. 4.09 IN- SERVICE DISTRIBUTIONS FROM ROLLOVER ACCOUNT. If a Participant has a separate account attributable to rollover contributions to the plan, the Participant may at any time elect to receive a distribution of all or any portion of the amount held in the rollover account. 4. 10 UNFORESEEABLE EMERGENCY DISTRIBUTION. (a) Distribution. If the Participant has an unforeseeable emergency before retirement or other Severance from Employment, the Participant may elect to receive a lump sum distribution equal to the amount requested or, if less, the maximum amount determined by the Plan Administrator to be permitted to be distributed under this Section 4.10. (b) Unforeseeable emergency defined. An unforeseeable emergency is defined as a severe financial hardship of the Participant resulting from: an illness or accident of the Participant, the Participant's spouse, or the Participant's dependent (as defined in section 152(a)); loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by homeowner's insurance, e.g., as a result of a natural disaster); the need to pay for the funeral expenses of the Participant's spouse or dependent (as defined in section 152(a) of the Code); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction from the Participant's primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical expenses, including non - refundable deductibles, as well as for the cost of prescription drug medication, may constitute an unforeseeable emergency. Except as otherwise specifically provided in this Section 4. 10, neither the purchase of a home nor the payment of college tuition is an unforeseeable emergency. (c) Unforeseeable emergency distribution standard. A distribution on account of unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the plan. (d) Distribution necessary to satisfy emergency need. Distributions because of an unforeseeable emergency may not exceed the amount reasonably necessary to satisfy the emergency need (which may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution). 4.11 MANDATORY DISTRIBUTIONS FOR CERTAIN ACCOUNTS OF $5,000 OR LESS. At the direction of the Plan Administrator, a Participant's total Account shall be paid in a lump sum as soon as practical following the direction if (a) the total Account does not exceed $5,000 (or the dollar limit under section 411(a)(11) of the Code, if greater), (b) the Participant has not previously received a distribution of the total amount payable to the Participant under this Section 5.11 and (c) no Deferred Compensation has been contributed for the Participant during the two -year period ending immediately before the date of the distribution. Effective March 28, 2005, however, no mandatory distribution shall be made to or for the benefit of a Participant whose account balance is greater than $1,000 unless the Participant (or Beneficiary) either elects to have such distribution paid directly to an Eligible Retirement Plan in a direct rollover or elects to receive the distribution directly in accordance with the Plan. 4.12 ROLLOVER DISTRIBUTIONS. (a) A Participant or the surviving spouse of a Participant (or a Participant's former spouse who is the alternate payee under a domestic relations order, as defined in section 414(p) of the Code) who is entitled to an eligible rollover distribution may elect, at the time and in the manner prescribed by the Plan Administrator, to have all or any portion of the distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover. (b) For purposes of this Section 4.12, an eligible rollover distribution means any distribution of all or any portion of a Participant's Account, except that an eligible rollover distribution does not include (a) any installment payment under Section 4.03 for a period of 10 years or more (b) any distribution made under Section 4.10 as a result of an unforeseeable emergency, or (c) for any other distribution, the portion, if any, of the distribution that is a required minimum distribution under section 401(a)(9). In addition, an eligible retirement plan means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, a qualified trust described in section 401(a) of the Code, an annuity plan described in section 403(a) or 403(b) of the Code, or an eligible governmental plan described in section 457(b) of the Code, that accepts the eligible rollover distribution. ARTICLE V — PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS 5.01 PLAN ADMINISTRATOR. The Employer is the Plan Administrator unless the Employer designates another person to hold the position of Plan Administrator. Alternatively, the Plan Administrator may designate one or more persons or organizations to perform some of the duties of the Plan Administrator. The Plan Administrator may be a Participant in the Plan. The Plan Administrator may appoint a Committee to assist in carrying out his responsibilities and duties. The Plan Administrator and the members of the Committee will serve without compensation for services, but the Employer will pay all expenses of the Plan Administrator and Committee. 5.02 TERM. The Plan Administrator will serve until his successor is appointed. 5.03 POWERS. In case of a vacancy in the position of the Plan Administrator, the Employer will exercise any and all of the powers, authority, duties and discretion conferred upon the Plan Administrator pending the filling of the vacancy. 5.04 GENERAL. The Plan Administrator will have the following powers and duties: (a) To select a Committee to assist the Plan Administrator; (b) To select a Secretary for the Committee, who need not be a member of the Committee; (c) To determine the rights of eligibility of an Employee to participate in the Plan and the value of a Participant's Account; (d) To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan provided the rules are not inconsistent with the terms of this Prototype Plan; (e) To construe and enforce the terms of the Plan and the rules and regulations it adopts, including interpretation of the Plan documents and documents related to the Plan's operation; (f) To direct the distribution of a Participant's Account; (g) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; (h) To furnish the Employer with information which the Employer may require for tax or other purposes; (i) To establish a policy in making distributions for unforeseeable emergencies; (j) To engage the services of any person to invest any Account under this Plan and to direct such person to make payment to a Participant of his Account; (k) To comply with the reporting and disclosure rules, if any, applicable to the Plan; and (1) To establish, in its sole discretion, a policy (see Section 5.04(A)) which the Trustee must observe in making loans, if any, to Participants and Beneficiaries. The Plan Administrator must exercise all of its powers, duties and discretion under the Plan in a uniform and nondiscriminatory manner. The Plan Administrator shall have total and complete discretion to interpret and construe the Plan and to determine all questions arising in the administration, interpretation and application of the Plan. Any determination the Plan Administrator makes under the Plan is final and binding upon any affected person. 5.05 PLAN LOANS. A Participant who is an Employee may apply for and receive a loan from his or her Account as provided in this Section 5.05. The Plan Administrator will establish procedures for the extension of Plan Loans, which shall incorporate the following limitations and restrictions: (a) Any such loan may not be for an amount less than the minimum amount specified by the Administrator. If not specified by the Administrator, the minimum loan amount shall be $1,000. (b) No loan to a Participant hereunder may exceed the lesser of: (1) $50,000, reduced by the greater of (i) the outstanding balance on any loan from the Plan to the Participant on the date the loan is made or (ii) the highest outstanding balance on loans from the Plan to the Participant during the one -year period ending on the day before the date the loan is approved by the Administrator (not taking into account any payments made during such one -year period), or (2) one half of the value of the Participant's vested Account (as of the Valuation Date immediately preceding the date on which such loan is approved by the Administrator). Iu For purposes of this Section 5.05, any loan from any other plan maintained by a participating employer shall be treated as if it were a loan made from the Plan, and the Participant's vested interest under any such other plan shall be considered a vested interest under this Plan; provided, however, that the provisions of this paragraph shall not be applied so as to allow the amount of a loan under this Section 5.05 to exceed the amount that would otherwise be permitted in the absence of this paragraph. (c) The terms of the loan shall: (1) require level amortization with payments not less frequently than quarterly throughout the repayment period, except that alternative arrangements for repayment may apply in the event that the borrower is on a bona fide unpaid leave of absence for a period not to exceed one year for leaves other than a qualified military leave within the meaning of section 414(u) of the Code or for the duration of a leave which is due to qualified military service; (2) require that the loan be repaid within five years unless the Participant certifies in writing to the Administrator that the loan is to be used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as a principal residence of the Participant; and (3) except as otherwise provided in a separate loan policy or annuity contract, provide for interest at a rate equal to one percentage point above the prime rate as published in a nationally recognized newspaper designated by the Plan Administrator that publishes the prime rate daily on the first business day of the month in which the loan is approved by the Administrator. (d) Any loan to a Participant under the Plan shall be secured by the pledge of the portion of the Participant's interest in the Plan invested in such loan. (e) In the event that a Participant fails to make a loan payment under this Section 4 by the end of the calendar quarter after the calendar quarter in which payment was due, a default on the loan shall occur. In the event of such default, (i) all remaining payments on the loan shall be immediately due and payable, (ii) the Plan Administrator shall apply the portion of the Participant's interest in the Plan held as security for the loan in satisfaction of the loan on the date of Severance from Employment. In addition, the Plan Administrator may take any legal action it considers necessary or appropriate to enforce collection of the unpaid loan, with the costs of any legal proceeding or collection to be charged to the Account of the Participant. (f) Notwithstanding anything elsewhere in the Plan to the contrary, in the event a loan is outstanding hereunder on the date of a Participant's death, his or her estate shall be his or her Beneficiary as to the portion of his or her interest in the Plan invested in such loan (with the Beneficiary or Beneficiaries as to the remainder of his or her interest in the Plan to be determined in accordance with otherwise applicable provisions of the Plan). (g) The Participant shall be required, as a condition to receiving a loan, to enter into an irrevocable agreement authorizing the Employer to make payroll deductions from his or her Compensation as long as the Participant is an Employee and to transfer such payroll deduction amounts to the Trustee in payment of such loan plus interest. Alternatively, the Employer may require the Participant to authorize loan payments by electronic fund transfers (EFTs), or make other arrangements for the automated payment of loan installments when due. A Participant may prepay the entire outstanding balance of his loan at any time, but may not make a partial prepayment. 5.06 AUTHORIZED REPRESENTATIVE. The Plan Administrator may authorize any one of the members of the Committee, if any, or the Committee's Secretary, to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents. 5.07 INDIVIDUAL ACCOUNTS. The Plan Administrator will maintain a separate Account in the name of each Participant to reflect the value of the Participant's Deferred Compensation under the Plan. The Plan Administrator will maintain records of its activities. 5.08 VALUE OF PARTICIPANT'S ACCOUNT. The value of each Participant's Account will consist of his accumulated Deferred Compensation, as adjusted for earnings (or losses) pursuant to this Section 5.08, including any transfers accepted by the Plan pursuant to Section 7.04. All Participant Accounts shall be treated for contribution and income allocation purposes as segregated investment Accounts. A segregated investment Account receives all income it earns and bears all expense or loss it incurs. The Plan Administrator will adopt procedures for determining income or loss of a segregated investment Account in a manner which reasonably reflects investment directions occurring after the last Valuation Date. 10 1°q -ID7 5.09 ACCOUNT CHARGED The Plan Administrator will charge all distributions made to a Participant or to his Beneficiary, or transferred under Section 7.04 from his Account, against the Account of the Participant when made. 5.10 PARTICIPANT DIRECTION OF INVESTMENT. Subject to the consent of the Plan Administrator, a Participant will have the right to direct the investment or re- investment of the assets comprising the Participant's Account. The Plan Administrator will account separately for the Participant- directed Accounts in segregated investment Accounts. The Participant's right to direct investment does not give the Participant any vested interest or secured or preferred position with respect to assets over which he /she has investment responsibility. If a Participant fails to exercise the right to direct investment of his Accounts, the Accounts shall be invested (along with any suspense accounts in the Plan) in a "safe" investment fund designated by the Employer. 5.11 LIABILITY. The Employer will not be liable to pay benefits to a Participant under Article IV in excess of the value of the Participant's Account and neither the Employer nor the Plan Administrator will be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. ARTICLE VI — PARTICIPANT ADMINISTRATIVE PROVISIONS 6.01 BENEFICIARY DESIGNATION. A Participant from time to time may designate, in writing, any person(s) (including a trust or other entity), contingently or successively, to whom the Trustee will pay the Participant's Account (including any life insurance proceeds payable to the Participant's Account) in the event of death. A Participant also may designate the form and method of payment of his /her Account. The Plan Administrator will prescribe the form for the Participant's written designation of Beneficiary and, upon the Participant's filing the form with the Plan Administrator, the form effectively revokes all designations filed prior to that date by the same Participant. A divorce decree, or a decree of legal separation, revokes the Participant's designation, if any, of his /her spouse as his /her Beneficiary under the Plan unless the decree or a QDRO provides otherwise. The foregoing revocation provision applies only with respect to a Participant whose divorce or legal separation becomes effective on or following the date the Employer executes this Plan. 6.02 NO BENEFICIARY DESIGNATION. If a Participant fails to name a Beneficiary in accordance with Section 6.01, or if the Beneficiary named by a participant predeceases him, then the Plan Administrator will pay the Participant's remaining Account in accordance with Article IV in the following order of priority, to: (a) The Participant's surviving spouse; or (b) The Participant's estate. If the Beneficiary survives the Participant, but dies prior to distribution of the Participant's entire Account, the Trustee will pay the remaining Account to the Beneficiary's estate unless: (1) the Participant's Beneficiary designation provides otherwise; (2) or the Beneficiary has properly designated a beneficiary. A Beneficiary only may designate a beneficiary for the Participant's Account remaining at the Beneficiary's death, if the Participant has not previously designated a successive contingent beneficiary and the Beneficiary's designation otherwise complies with the Plan terms. The Plan Administrator will direct the Trustee as to the method and to whom the Trustee will make payment under this Section 6.02. 6.03 MODIFICATION OF SALARY REDUCTION AGREEMENT. A Participant may modify his /her Salary Reduction Agreement to change the amount of Deferred Compensation not yet earned (including the reduction of future salary reductions to zero) by executing a new Salary Reduction Agreement. Any amendment will become effective no earlier than the beginning of the calendar month commencing after the date he /she executes the new Salary Reduction Agreement. Upon filing a new Salary Reduction Agreement, it will revoke all Salary Reduction Agreements filed prior to that date. The Employer or Plan Administrator may restrict the Participant's right to modify his Salary Reduction Agreement in any taxable year. 6.04 INFORMATION PROVIDED BY THE PARTICIPANT. Each Employee enrolling in the Plan should provide to the Plan Administrator at the time of initial enrollment, and later if there are any changes, any information necessary or advisable for the Plan Administrator to administer the plan, including, without limitation, whether the Employee is a participant in any other eligible plan under Code section 457(b). 6.05 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a deceased Participant must file with the Plan Administrator from time to time, in writing, his post office address and any change of post office address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his last post office address filed with the Plan Administrator, or as shown on the records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan. 11 ARTICLE VII — AMENDMENT, TERMINATION, TRANSFERS 7.01 AMENDMENT BY EMPLOYER. The Employer has the right at any time and from time to time: (a) To amend this Plan and Trust Agreement in any manner it deems necessary or advisable in order to continue the status of this Plan as a Code §457 Plan; and (b) To amend this Plan and Trust Agreement in any other manner. The Employer must make all amendments in writing. Each amendment must state the date to which it is either retroactively or prospectively effective. The Employer also may not make any amendment which affects the rights, duties or responsibilities of the Trustee or the Plan Administrator without the written consent of the affected Trustee or the Plan Administrator. 7.02 AMENDMENT BY SDI. SDI may amend this Plan at any time by written instrument to continue the qualification of this Plan as a 457 Deferred Compensation Plan, or to facilitate the administrative operation of the Plan. Upon such amendment, SDI shall promptly notify the Employer of the Amendment in writing. 7.03 TERMINATION. The Employer has the right, at any time, to terminate this Plan. Upon termination of the Plan, the provisions of the Plan (other than provisions permitting continued deferrals) remain operative until distribution of all Accounts. 7.04 PLAN -TO -PLAN TRANSFERS TO THE PLAN. At the direction of the Employer, the Plan Administrator may permit a class of Participants who are participants in another eligible governmental plan under section 457(b) of the Code to transfer assets to the Plan as provided in this Section 7.04. Such a transfer is permitted only if the other plan provides for the direct transfer of each Participant's interest therein to the Plan. The Plan Administrator may require in its sole discretion that the transfer be in cash or other property acceptable to the Plan Administrator. The Plan Administrator may require such documentation from the other plan as it deems necessary to effectuate the transfer in accordance with section 457(e)(10) of the Code and section 1.457 -10(b) of the Income Tax Regulations and to confirm that the other plan is an eligible governmental plan as defined in section 1.457 -2(f) of the Income Tax Regulations. The amount so transferred shall be credited to the Participant's Account and shall be held, accounted for,. administered and otherwise treated in the same manner as Deferred Compensation contributed for the Participant under the Plan, except that the transferred amount shall not be considered Deferred Compensation under the Plan in determining the maximum deferral under Article III. 7.05 PLAN -TO -PLAN TRANSFERS FROM THE PLAN. (a) At the direction of the Employer, the Plan Administrator may permit a class of Participants and Beneficiaries to elect to have all or any portion of their Account transferred to another eligible governmental plan within the meaning of section 457(b) of the Code and section 1.457 -2(f) of the Income Tax Regulations. A transfer is permitted under this Section 7.05(a) for a Participant only if the Participant has had a Severance from Employment with the Employer and is an employee of the entity that maintains the other eligible governmental plan. Further, a transfer is permitted under this Section 7.05(a) only if the other eligible governmental plan provides for the acceptance of plan -to -plan transfers with respect to the Participants and Beneficiaries and for each Participant and Beneficiary to have an amount deferred under the other plan immediately after the transfer at least equal to the amount transferred. (b) Upon the transfer of assets under this Section 7.05, the Plan's liability to pay benefits to the Participant or Beneficiary under this Plan shall be discharged to the extent of the amount so transferred for the Participant or Beneficiary. The Plan Administrator may require such documentation from the receiving plan as it deems appropriate or necessary to comply with this Section 7.05 (for example, to confirm that the receiving plan is an eligible governmental plan under paragraph (a) of this Section 7.05, and to assure that the transfer is permitted under the receiving plan) or to effectuate the transfer pursuant to section 1.457 -10(b) of the Income Tax Regulations. 7.06 PERMISSIVE SERVICE CREDIT TRANSFERS. (a) If a Participant is also a participant in a tax - qualified defined benefit governmental plan (as defined in section 414(d) of the Code) that provides for the acceptance of plan -to -plan transfers with respect to the Participant, then the Participant may elect to have any portion of the Participant's Account transferred to the defined benefit governmental plan. A transfer under this Section 7.06(a) may be made before the Participant has had a Severance from Employment. 12 to ��q (b) A transfer may be made under Section 7.06(a) only if the transfer is either for the purchase of permissive service credit (as defined in section 415(n)(3)(A) of the Code) under the receiving defined benefit governmental plan or a repayment to which section 415 of the Code does not apply by reason of section 415(k)(3) of the Code. ARTICLE VIII — TRUST PROVISIONS FOR GOVERNMENTAL 457 PLAN 8.01 ACCEPTANCE; OTHER TRUSTS OR ANNUITIES. Upon execution of the Adoption Agreement, the Trustee accepts the Trust created under this Plan and Trust and agrees to perform the duties and obligations imposed by this agreement for assets held hereunder. The Employer may also establish with the consent of SDI other trusts or custodial accounts to hold assets for the Plan or enter into one or more annuity contracts to provide benefits under the Plan, provided that such other trusts, custody accounts or annuity contracts satisfy the applicable requirements of Code §§ 401(f) and 457(8). The Employer may specify rules for the division of contributions or transfer of Plan assets between trusts, custodial accounts and contracts it authorizes under this Plan. The responsibilities of the other trustees, custodians or insurers shall not be governed by this Article VIII, but shall be governed by the other agreements, and the Trustee hereunder shall have no responsibility therefore. Any other trustee, custodian or insurer shall have no responsibility for the actions of the Trustee hereunder. 8.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the Employer for the funds contributed to it by the Employer or the Plan Administrator, but the Trustee does not have any duty to see that the contributions received comply with the provisions of the Plan. 8.03 FULL INVESTMENT POWERS. The Trustee has full discretion and authority with regard to the investment of the Trust, except with respect to a Trust asset under Participant direction of investment, in accordance with Section 8.10. The Trustee is authorized and empowered, but not by way of limitation, with the following powers, rights and duties: (a) To invest any part or all of the Trust in any common or preferred stocks, open -end or closed -end mutual funds, put and call options traded on a national exchange, United States retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper, U. S. Treasury bills, U. S. Treasury notes and other direct or indirect obligations of the United States Government or its agencies, improved or unimproved real estate situated in the United States, limited partnerships, insurance contracts of any type, mortgages, notes or other property of any kind, real or personal, and to buy or sell options on common stock on a nationally recognized options exchange with or without holding the underlying common stock, as a prudent man would do under like circumstances. Any investment made or retained by the Trustee in good faith will be proper but must be of a kind constituting a diversification considered by law suitable for trust investments; (b) To retain in cash so much of the Trust as it may deem advisable to satisfy liquidity needs of the Plan and to deposit any cash held in the Trust in a bank account at reasonable interest; (c) To invest, if the Trustee is a bank or similar financial institution supervised by the United States or by a State, in any type of deposit of the Trustee (or a bank related to the Trustee within the meaning of Code §414(b)) at a reasonable rate of interest, or the Trustee may invest in a common trust fund as described in Code §584, or in a collective investment fund, the provisions of which the Trust incorporates by this reference, which the Trustee (or its affiliate, as defined in Code §1504) or any other bank maintains exclusively for the collective investment of money contributed by the bank (or its affiliate) or by any other trustee in its capacity as trustee or custodian of an eligible employee benefit plan, which common trust fund or collective investment fund further conforms to the rules of the Comptroller of the Currency; (d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer, abandon, improve, repair, insure, lease for any term even though commencing in the future or extending beyond the term of the Trust, and otherwise deal with all property, real or personal, in such manner, for such considerations and on such terms and conditions as the Trustee will decide; (e) To credit and distribute the Trust as directed by the Plan Administrator of the Plan. The Plan Administrator may direct the Trustee to distribute to the Plan Administrator or directly to a Participant or to a Beneficiary under the Plan. The Trustee will not be obliged to inquire as to whether any payee or distributee is entitled to any payment or whether the distribution is proper or within the terms of the Plan, or as to the manner of making any payment or distribution. The Trustee will be accountable only to the Plan Administrator for any payment or distribution made by it in good faith on the order or direction of the Plan Administrator; (f) To borrow money, to assume indebtedness, extend mortgages and encumber by mortgage or pledge; 13 10 170 (g) To compromise, contest, arbitrate or abandon claims and demands, in its discretion; (h) To have with respect to the Trust all of the rights of an individual owner, including the power to give proxies, to participate in any voting trusts, mergers, consolidations or liquidations, and to exercise or sell stock subscriptions or conversion rights; (i) To lease for oil, gas and other mineral purposes and to create mineral severances by grant or reservation; to pool or unitize interest in oil, gas and other minerals; and to enter into operating agreements and to execute division and transfer orders; (i) To hold any securities or other property in the name of the Trustee or its nominee, with depositories or agent depositories or in another form as it may deem best, with or without disclosing the trust relationship; (k) To perform any and all other acts in its judgment necessary or appropriate for the proper and advantageous management, investment and distribution of the Trust; (1) To retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery of the funds or property until final adjudication is made by a court of competent jurisdiction; (m) To file all tax returns required of the Trustee; (n) To furnish to the Employer and the Plan Administrator an periodic statement of account showing the condition of the Trust and all investments, receipts, disbursements and other transactions effected by the Trustee during the Plan Year covered by the statement and also stating the assets of the Trust held at the end of the Plan Year, which accounts will be conclusive on all persons, including the Employer and the Plan Administrator, except as to any act or transaction concerning which the Employer or the Plan Administrator files with the Trustee written exceptions or objections within 90 days after the receipt of the accounts; and (o) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust, except that the Trustee will not be obliged or required to do so unless indemnified to its satisfaction. 8.04 RECORDS AND STATEMENTS. The records of the Trustee pertaining to the Trust will be open to the inspection of the Plan Administrator and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer or Plan Administrator may specify in writing. The Trustee will furnish the Plan Administrator with whatever information relating to the Trust the Plan Administrator considers necessary. 8.05 FEES AND EXPENSES FROM FUND. The Trustee will receive reasonable annual compensation in accordance with its fee schedule as published from time to time. The Trustee will pay all fees and expenses reasonably incurred by it in its administration of the Trust unless the Employer pays the fees and expenses. 8.06 PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust reasonable compensation to agents, attorneys, accountants and other persons to advise the Trustee as in its opinion may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected by it any non - Trustee power or duty vested in it by the Trust, and the Trustee may act or refrain from acting on the advice or opinion of any agent, attorney, accountant or other person so selected. The Trustee has employed SDI and it's affiliate, Security Financial Resources, Inc., as agents hereunder to perform certain non - discretionary services for the Trust and the Trustee. 8.07 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make distribution under the Plan in cash or property, or partly in each, at its fair market value as determined by the Trustee. 8.08 REVOCATION. The Employer may revoke this Trust at any time by giving the Trustee 30 days' written notice in advance. 8.09 VALUATION OF TRUST. The Trustee will value the Trust as of the last day of each Plan Year to determine the fair market value of the Trust assets, and the Trustee will value the Trust on such other date(s) as directed by the Plan Administrator. 8.10 PARTICIPANT DIRECTION OF INVESTMENT. Participants in the Plan may direct the investment of all their Accounts in the Trust. The Trustee agrees to accept investment direction delivered to SDI in any manner SDI will accept from time to time under rules it may establish. 14 1 4 1'71 8.11 PARTIES TO LITIGATION. Only the Trustee will be a necessary party to any court proceeding involving the Trustee or the Trust. Any final judgment entered in any proceeding will be conclusive upon the Trustee. If the Trustee undertakes or defends any litigation arising in connection with Trust, the Employer agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Employer does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. 8.12 THIRD PARTY. No person dealing with the Trustee will be obliged to see to the proper application of any money paid or property delivered to the Trustee, or to inquire whether the Trustee has acted pursuant to any of the terms of the Trust. Each person dealing with the Trustee may act upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly authorized agent, and will not be liable to any person whomsoever in so doing. The certificate of the Trustee that it is acting in accordance with the Trust will be conclusive in favor of any person relying on the certificate. 8.13 SUCCESSOR TRUSTEE. Any corporation which succeeds to the trust business of the Trustee, or results from any merger or consolidation to which the Trustee is a party, or is the transferee of substantially all the Trustee's assets, will be the successor to the Trustee under this Trust. The successor Trustee will possess all rights, duties and powers under this Trust as if the successor Trustee were the original Trustee. Neither the Trustee nor the successor Trustee need provide notice to any interested person of any transaction resulting in a successor Trustee. The successor Trustee need not file or execute any additional instrument or perform any additional act to become successor Trustee. 8.14 RESIGNATION AND REMOVAL OF TRUSTEE. The Employer or SDI may remove any acting Trustee of this Trust upon 60 days' written notice and appoint a successor Trustee. The Trustee may resign upon providing 60 days' written notice to the Employer and SDI. 8.15 INTERPRETATION OF TRUST PROVISIONS. The Trustee will decide all matters of construction, interpretation and application of this Article VIII and the decision of the Trustee will control, be binding and conclusive. 8.16 INVALIDITY OF ANY TRUST PROVISION. If any clause or provision of this Article VIII proves to be or is adjudged to be invalid or void for any reason, such void or invalid clause or provision will not affect any of the other provisions of this Article VIII and the balance of the Trust provisions will remain operative. 8.17 VOTING OF SECURITIES. On behalf of the Trustee, SDI shall vote proxies for any securities held in the Trust which are not voted by the Trustee in any manner which SDI determines, in its discretion. Although SDI may solicit voting instructions from the Participants, SDI may issue or refuse to issue proxies as it deems appropriate, even if instructions are received from the Participants, without such determination considered to be a fiduciary act or conducted in a fiduciary capacity. SDI may further vote proxies as "present" at any meeting of shareholders for the purpose of establishing a quorum, and to register such shares as voted, while abstaining or directing abstention on all or any issues on which shares may be voted at such meeting. 8.18 TRUST FUND — EXCLUSIVE BENEFIT RULE. All amounts of Deferred Compensation, all property and rights purchased with such amounts, and all income attributable to such amounts, property, or rights shall be held and invested in the Trust Fund in accordance with this Plan and the Trust Agreement. The Trust Fund (and any other trust or annuity contract established under the Plan) shall be established pursuant to a written agreement that constitutes a valid trust (or annuity contract). The Trustee shall ensure that all investments, amounts, property, and rights held under the Trust Fund are held for the exclusive benefit of Participants and their Beneficiaries. The Trust Fund shall be held in trust pursuant to the Trust Agreement for the exclusive benefit of Participants and their Beneficiaries and defraying reasonable expenses of the Plan and of the Trust Fund. It shall be impossible, prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries, for any part of the assets and income of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants and their Beneficiaries. ARTICLE IX – MISCELLANEOUS 9.01 NON - ASSIGNABILITY. Except as provided in Section 9.02 and 9.03, the interests of each Participant or Beneficiary under the Plan are not subject to the claims of the Participant's or Beneficiary's creditors; and neither the Participant nor any Beneficiary shall have any right to sell, assign, transfer, or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non - assignable and non - transferable. 15 Ca `f I! 7A 9.02 DOMESTIC RELATION ORDERS. Notwithstanding Section 9.01, if a judgment, decree or order (including approval of a property settlement agreement) that relates to the provision of child support, alimony payments, or the marital property rights of a spouse or former spouse, child, or other dependent of a Participant is made pursuant to the domestic relations law of any State ( "domestic relations order "), then the amount of the Participant's Account shall be paid in the manner and to the person or persons so directed in the domestic relations order. Such payment shall be made without regard to whether the Participant is eligible for a distribution of benefits under the Plan. The Plan Administrator shall establish reasonable procedures for determining the status of any such decree or order and for effectuating distribution pursuant to the domestic relations order. 9.03 IRS LEVY. Notwithstanding Section 9.01, the Plan Administrator may pay from a Participant's or Beneficiary's Account the amount that the Plan Administrator finds is lawfully demanded under a levy issued by the Internal Revenue Service with respect to that Participant or Beneficiary or is sought to be collected by the United States Government under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary. 9.04 MISTAKEN CONTRIBUTIONS. If any contribution (or any portion of a contribution) is made to the Plan by a good faith mistake of fact, then within one year after the payment of the contribution, and upon receipt in good order of a proper request approved by the Plan Administrator, the amount of the mistaken contribution (adjusted for any income or loss in value, if any, allocable thereto) shall be returned directly to the Participant or, to the extent required or permitted by the Plan Administrator, to the Employer. 9.05 PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Plan Administrator, benefits will be paid to such person as the Plan Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 9.06 PROCEDURE WHEN DISTRIBUTEE CANNOT BE LOCATED. The Plan Administrator shall make all reasonable attempts to determine the identity and address of a Participant or a Participant's Beneficiary entitled to benefits under the Plan. For this purpose, a reasonable attempt means (a) the mailing by certified mail of a notice to the last known address shown on Employer's or the Plan Administrator's records, (b) notification sent to the Social Security Administration or the Pension Benefit Guaranty Corporation (under their program to identify payees under retirement plans), and (c) the payee has not responded within 6 months. If the Plan Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Trust Fund shall continue to hold the benefits due such person. 9.07 EFFECT ON OTHER PLANS. This Plan does not affect benefits under any other retirement, pension, or benefit plan or system established for the benefit of the Employer's Employees, and participation under this Plan does not affect benefits receivable under any such plan or system, except to the extent provided in such plan or system. 9.08 WORD USAGE. Words used in the masculine will apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural will be read as the singular and the singular as the plural. 9.09 STATE LAW. The laws of the state of the Employer's principal place of business will determine all questions arising with respect to the provisions of this Prototype Plan, except to the extent Federal law supersedes State law. 9.10 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or any modification or amendment to the Plan, or in the creation of any Account, or the payment of any benefit, gives any Employee, Employee- Participant or any Beneficiary any right to continue employment, any legal or equitable right against the Employer, or Employee of the Employer, or its agents, or against the Plan Administrator, except as expressly provided by the Plan. 9.11 NOTICE, DESIGNATION, ELECTION, CONSENT AND WAIVER. All notices under the Plan and all Participant or Beneficiary designations, elections, consents or waivers must be in writing and made in a form the Plan Administrator specifies or otherwise approves. To the extent permitted by Treasury regulations or other applicable guidance, any Plan notice, election, consent or waiver may be transmitted electronically. Any person entitled to notice under the Plan may waive the notice or shorten the notice period except as otherwise required by the Code. 16 l0 173 Frequency of Payrolls: ❑Weekly IIVBi- weekly ❑ Monthly ❑ Semi - monthly SDI 1026 W (R9 -07) 43- 10264 -23 (112) SECURITY BENEFIT' SFRS" Progra • 401(a) • 41 Questions? call our National service center at i- 888 - 724 -7526. • 401(k) o tions ete the entire form to establish your plan. Please type or print. E elect Plan Type ❑ 401(a) ❑ 401(a) Governmental ❑ 401(k) 2/457 Governmental P 2. Provide Plan Information Plan Name _'Bl!r02cjf C � Plan Identification Number_ D Authorized Individual Name First MI Plan Address 3W 2= V- h A-y ',23U-i 67 Street Last Address City Daytime Phone Number C(�� �� Q -.- y 1 [� Email State ZIP Code Address �' Number of Employees '74 Number of Eligible Employees 7 Z 3. Provide Employer Information Employer Name C) bown-A Employer Identification Number �7 ` 3-3 Plan Contact Name First MI Last Daytime Phone Number (CITA> �(Q -' �J I � � Fax Number ��� � g2� --Lie, 9 3 Email Address .� 2(i , a 2 a — ADY 42 0 i. X 05 4. Provide Payroll Center Information Payroll Center Namelji �- Payroll Center Address F 2 L6112 Sttu k 'Si StfeetAddress City Payroll Contact Name r d X r State ZIP Code first MI Last Address ` > ( I'�/�, a .7 7i b, Street Address City State ZIP Code f Daytime Phone Number.. j��l (0 - 0 FAX Number q 1 Email Address c` Q t'L yy-l'1 %, [ 2i} 5 -f - x - U� / Frequency of Payrolls: ❑Weekly IIVBi- weekly ❑ Monthly ❑ Semi - monthly SDI 1026 W (R9 -07) 43- 10264 -23 (112) 5. Investment Options This application is for all of the funds listed below and will apply to any funds added in the future. The ABN AMRO Income Plus Fund will be the default fund for any forfeiture or suspense accounts. It will also be the default fund used if participants do not select investments for their existing account balance or future contributions. ❑ We decline the use of the ABN AMRO Income Plus Fund. The default fund will be ABN AMRO Income Plus' AIM Capital Development AIM Developing Markets 2 AIM Small Cap Growth American Century Equity Growth American Century International Bond Aston /Optimum Mid Cap Aston/TAMRO Small Cap Baron Asset Baron Small Cap Dreyfus Premier Strategic Value Dreyfus Premier Structured Midcap Dreyfus S &P 500 Stock Index2 Federated Bond Fidelity' Advisor Diversified Internationale Fidelity Advisor Real Estate Janus Adviser Growth and Income Janus Adviser International Growth Jennison 20/20 Focus Jennison Natural Resources Jennison Value Legg Mason Partners Global High Yield Bond Marsico Growth e Neuberger Berman Socially Responsive PIMCO Real Return PIMCO Total Return Royce Value RS Information Age RS Partners RS Value Security Capital Preservation Security Mid Cap Value T. Rowe Price Global Stock 2 T. Rowe Price Growth Stock T Rowe Price International Growth & Income e T. Rowe Price Retirement 2010 T. Rowe Price Retirement 2020 T. Rowe Price Retirement 2030 T. Rowe Price Retirement 2040 T. Rowe Price Retirement 2050 T. Rowe Price Retirement Income Van Kampen Comstock Van Kampen Equity and Income Wells Fargo Advantage Small Cap Value Fixed Account' 'The Fixed Account may not be available in your plan or state. If unavailable, elections made to the Fixed Account will default to the ABN AMRO Income Plus Fund or alternate default fund. Investments in this fund that are withdrawn or transferred may be assessed a redemption fee, which is retained by the fund. For questions please consult with your financial representative. 6. Provide Signature The signature(s) elow, in ' ates t info tion provided within the application is acc to and true. Signature of Authorized In�kGidual X / ate ( /dd/ yy) Signature of Authorized Individual X Date (mm /dd /yyyy) Signature of Authorized Individual X Date (mm /dd /yyyy) Signature of Authorized Individual X Date (mm /dd /yyyy) Signature of Authorized Individual Date (mm /dd /yyyy) 1. nugr .Ntereu nepresentative intormation Print Name of Representative X Signature of Representative Address Street Address Daytime Phone Number Representative License I.D. Number Print Name of Broker /Dealer City Email Address Mail to: Security Benefit • PO Box 750497 • Topeka. KS 66675 -0497 or Fax to: 1- 785 - 368 -1112 Visit us online at www.securityretirement.com State Date (mm /dd /yyyy) ZIP Code 43- 10264 -23 (2/2) 0 1 �5 The Employer, a Governmental Entity, establishes a 457 Deferred Compensation Plan and Trust un( Agreement and the accompanying Basic Plan Document and Trust. �� wlf+�x)�� aiuuy���an �r,urn�atiui� Employer EIN 14 - (toco ,'. k Employer Name C��IaZe`� �a`7 0Y h A Mailing Address 7 JtY 1-r ft (© 7 Street Address City State ZIP Code z Plan Trust EIN (Complete only if different from Employer EIN) Plan Effective Date The Plan Year for the Plan is the 12 months beginning on the first day of each - _ (Specify month) Plan Name (Complete only if different from Employer Name) Employer Type E/Political Unit (Village, City, County, State, etc.) ❑ Public Hospital ❑ Public School District (K -12) ❑ Other (Specify Type) e Deferral Contributions - All Participants may elect to have Deferral Contributions made to the Plan under a Salary Reduction Agreement or Enrollment Form with the Employer. ❑ Matching Contributions - The Employer will match % of the first % of Compensation deferred to the Plan under the Salary Reduction Agreement or Enrollment Form of the Employee (if different, please specify): ❑ Non - Elective Contributions - The Employer will make such Non - Elective Contributions as it determines under the Plan, to be allocated as scheduled on a separate schedule provided by the Employer with each Contribution. (Specify Formula): PLAN EXECUTION By execution of this document, the Employer verifies that it is an eligible Governmental Entity and hereby establishes a 457 \` Deferred Compensation Plan and Trust unde is Adoption Agreement and accompanying Basic Plan Document and Trust. Entity Official (Printed a / Title X- '7 Signature of Entity Official Date (mm /dd /yyyy) ACCEPTANCE BY TRUST UMB Bank, n.a., hereby a cepts appointment as Trustee under this 457 Deferred Compensation Plan and Trust. X Signature of Authorized Representative Date (mm /dd /yyyy) Security Benefit Life < j Insurance Company ( "SBL ") A Member of The Security Flexible Premium Deferred Group One Security Benefit PIE Benefit Group of Companies p Topeka, Kansas 66636 - Unallocated Fixed Annuity 1. OWNER (Applicant — Employer) 4. REPLACEMENT Will this proposed contract repcla ,0 or change a ` annuity or insurance policy? 1YNo ❑ Yes Employer EIN If yes, please list company and policy numt r_f'Q C5 l.�ilSl'l� Employer Name E. Z 02 5� Address L,,� �cu I - - 7 X 77St City 0 State Zip Telephone E -mail -X. JS Plan Name (complete only if different from Employer Name) ::]L4 Z Number of Eligible Employees q2 Number of Existing Participants 2. CONTACT INFORMATION Contact Name and Title (7 _3(� 1 Phone Number (for confidential calls between 8:00 a.m. and 6:00 p.m. CST) IDS Fax Number E -Mail Address 3. PAYROLL INFORMATION ii uin(y � Payroll Center Name _,1Sn F- ` llfil Payroll Center Address fix- 7 ity State Zip Code ayroll Center Contact Name and Ti 0 1c1 i ;Ip 1 �fl Phone Number (for confidential calls between 8:00 a.m. and 6:00 p.m. CST) 7(-r ) � Fax Number bra2oa tx E -Mail Ad-dress,' GV9498 (12 -03)U S. TAX IDENTIFICATION NUMBER CERTIFICATION Under penalties of perjury I certify that (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and (2) 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding; and (3) 1 am a U.S. Person (including a U.S. Resident Alien). The Internal evenue ervice does not require your consent y pro s' n of th' document other than the c aticns fired vtsiittsaciwp withholding. Signature of Official) Signed atICity'- State) Ibcr' cn1 bg r Date: Month Day Year Certification Instructions: You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. For contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct Tax Identification Number. 6. REGISTERED REPRESENTATIVE /DEALER INFORMATION Representative's Statement — to the best of my knowledge, this Application is not involved in the replacement of any life insurance or annuity contract, as defined in applicable Insurance Department Regulations, except as stated in question 4 above. I have complied with the requirements for disclosure and /or Replacement. Signature of Representative Rep Number Street Address of Rep Print Name of Rep E -mail Address of Rep Print Name of Broker /Dealer Telephone Number For representative: Option (Select only one): Ell ❑2 ❑3 ❑4 ❑5 ❑6 ❑7 ❑9 ❑10 ❑ 11 ❑ 12 ❑ 13 ❑ 14 (Option 8 is no longer available) IUD 177 15- 94981 -00 STATE DISCLOSURES All jurisdictions except AR, AZ, CT, DC, FL, KS, KY, LA, ME, MN, NJ, NM, OH, OK, PA, TX, VA and WA. Any person who, with intent to defraud or knowing that he /she is facilitating fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. New Jersey Only Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. Oklahoma Only Waming: Any person who knowingly and with intent to injure, defraud or deceive any insurer, makes a claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of insurance fraud. Washington and VT Only Any person who knowingly presents a false or fraudulent claim for the payment of a loss or knowingly makes a false statement in an application for insurance may be guilty of a criminal offense under state law. Florida Only Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing false, incomplete, or misleading information is guilty of a felony of the third degree. AR, DC, KY, ME, NM, OH and PA Only Any person who, knowingly and with intent to defraud any Insurance company or other person, files an application for insurance or statement of claim containing materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act which is a crime and subjects such person to criminal and civil penalties. Connecticut Only Any person who, with intent to defraud or knowing that he /she is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement may be guilty of insurance fraud, as determined by a court of competent jurisdiction. Texas Only Any person who, with intent to defraud or knowing that he /she is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement may be guilty of insurance fraud, as determined by a court of competent jurisdiction. Louisiana Only Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinements in prison. Arizona Only Upon written request, the Company will provide additional information regarding the benefits and provisions of this annuity contract to the Owner /Applicant. If for any reason, the Owner /Applicant is not satisfied with this annuity contract, the Owner /Applicant may return the contract within 10 days after the contract is delivered and receive a refund equal to the sum of the difference between the premiums paid, including any contract fees or other charges, and the amounts allocated to any separate accounts under the contract, and the value of the amounts allocated to any separate accounts under the contract on the date returned contract is received by the Company. GV9498 (12 -03)U ) h q 15- 94981 -00 Security Benefit Governmental 457 Plan Administrative Agreement This Administrative Agreement (hereinafter "Agreement ") is executed this day of 20 by and among Security Financial Resources, Inc. ( "SFR ") and ( "Employer"). WHEREAS, Employer has established a Section 457 Deferred Compensation Plan ( "Plan ") and is authorized to appoint a Plan Trustee and other service providers; and WHEREAS, Employer desires to appoint UMB Bank, n.a. as Trustee and utilize SFR as a service provider in connection with administration of the Plan; and WHEREAS, SFR is authorized to accept the appointment or UMB Bank, n.a. as Trustee and desires to provide such services subject to the terms and conditions set forth herein; NOW, THEREFORE, the parties agree as follows: 1.0 Designation of UMB Bank, n.a. as Trustee and SFR as Service Provider. 1.1 Employer hereby appoints UMB Bank, n.a., as Trustee of the trust created under the Plan. Employer acknowledges that it and the Plan Participants will direct the investment of all Plan assets, and that plan investments and all other duties of the Trustee under the Plan are non - discretionary and /or directed by others. The Employer finally acknowledges that UMB Bank has authorized SFR to accept this appointment and has appointed SFR and affiliates as its agents, to perform the duties specified below under the Plan and Trust, so that UMB Bank serves strictly as a passive trustee. 1.2 Employer hereby appoints SFR as provider of plan recordkeeping and related plan administrative services to the Plan. SFR shall provide the services and functions set forth in this Agreement. 2.0 Responsibilities of SFR. SFR will provide the following recordkeeping and related plan administrative services, which services shall include the following: 2.1 Document Pre @ration. SFR will provide a Basic Plan Document and an Adoption Agreement to Employer, for review and approval. The Employer will exercise its ultimate responsibility for the documents, reviewing them to assure that the documents reflect the intended operation of the Plan by the Employer. These documents shall govern the Plan. 2.2 Participant Records. SFR will establish and maintain a record for each Participant reflecting the date, amount and type of each transaction in the Participant's account. The Employer will determine which of its Employees are eligible to participate in the Plan, and SFR shall be entitled to rely on Employer eligibility determinations. 2.3 Partici2ant Ina Uiri . SFR will provide an interactive voice response (IVR) telephone system, an Internet Web site, and customer service representatives during normal business hours for Plan Participants to inquire about their account and any applicable Plan features such as loans and in- service distributions (without regard to any other plan sponsored by the Employer unless SFR also provides similar services to the other plan). SFR's IVR and Internet access systems will be the primary methods of communication to SFR by Plan participants. They allow Participant account inquiries and allow Participants to conduct many transactions for their accounts over the telephone or Internet. These services are generally available 24 hours a day, 7 days a week. Participants may also direct questions to SFR's customer service representatives during normal business hours. Standard written confirmations of all change requests will be sent to the participant at the address on file. No confirmation of inquiries will be provided. 2.4 Contributions and Lo @n P @ym ntS. SFR will process all contributions and loan payments made to the Plan, and will allocate these receipts among the various investment options selected by the Participant in the Plan. Contribution allocations shall be credited as though invested at the price of the underlying investment on the date that processing of the contribution is completed by SFR in accordance with the Plan document and valuation frequency. 2.5 Plan Inv stments. In one or more Plan application forms to SDI, the Client has agreed to a list of mutual funds and group annuity contracts as the investment options for investment of Plan assets under the terms of the Plan. Actual plan investment allocations between available investment options will be directed by Plan Participants (or such other person as is designated in the Adoption Agreement). SFR has selected mutual funds and other plan investments to make available under the Plan in a proprietary fund selection process. This process includes considerations beyond the appropriateness of the investments for retirement plan investments. SFR is not a registered investment advisor and cannot endorse these funds. Its selection of funds cannot be considered to be investment advice. Client further understands that SFR will evaluate funds in the Plan under one or more programs described to and accepted by Client using quantitative and qualitative measurements developed by SFR, its affiliates or third parties as proprietary processes which may or may not measure the appropriateness of the investments for the Plan. These 110 179 processes may result in deletion of particular investment options from the Plan, or the addition of other investment options to the Plan. Unless Client objects to any of these changes, they will be executed by SFR without specific authorization by the Client. SFR will give the Client at least 60 days' notice of any addition, deletion, or merger of any investment fund then offered as an investment option under the Plan, or such lesser time as permitted by the fund, and the Client will be deemed to consent to the change, unless the Client gives to SFR a written notice of refusal of the change by the end of the 60 day notice period. If SFR does not agree to the objection of the Client either party may terminate this Agreement under the provisions of section 4.1 below. 2.6 Investment Fees Earned by SFR and Affiliates. No Offsets. Client acknowledges that SFR and its affiliates may receive investment management and other fees and expense reimbursements from the investment funds included in the Plan, including payments from outside fund providers. Client also acknowledges that these fees have been separately disclosed to the Client through prospectuses and other disclosure documents, or an estimate or illustration of the total of such fees. Fees may include investment management fees (for funds managed by an affiliate of SFR), 12b -1 fees, service, distribution and accounting fees which relate to the distribution, marketing and subaccounting activities performed by SFR for the funds, in addition to the services provided in this agreement. Client understands that the Fee Schedule attached to this Agreement will consist of fees that have been adjusted to reflect the expected receipt of such outside fees by SFR or an affiliate. SFR will retain these investment fees without an offsetting reduction of the fees to be paid by the Client under this Agreement. 2.7 Plan Enrollment. SFR will develop Plan enrollment procedures specifying all of the tasks that must be completed, and the party responsible for completing the task, in order to enroll eligible employees in the Plan. If the Plan is an existing Plan and SFR will take over the duties of the prior recordkeeper of the Plan, the procedures will be for enrollment and conversion of the Plan and will include all the tasks necessary to transfer the Plan assets to the investment options for the Plan and the transfer of Plan data to SFR. These tasks may include tasks for SFR, the Employer and any prior recordkeeper. 2.8 Ongoing Employee Communications. SFR will provide employee enrollment and communications materials and services for Plan participants. The Employer agrees to assist SFR as reasonably requested in communicating with Employees. 2.9 Investment of Existing Account Assets. Participants will direct the investment of their existing Plan assets by use of SFR's IVR, or through SFR's Internet web site. Participants also may submit written investment instructions to SFR. Investment transfers shall be conducted at the prices of the underlying investments on the date that processing of the investment transfer request is completed by SFR, in accordance with Plan rules. Participants may also obtain assistance in directing investment of their existing plan assets by calling SFR's customer service representatives during normal business hours. 2.10 Investment of Future Contributions. Participants may separately direct the investment of future Plan contributions by SFR's IVR or SFR's Internet web site. Participants also may submit written investment instructions to SFR. SFR will process all investment allocation requests for future contributions allocated to Participant accounts according to the Plan Document, with any restrictions therein. Participants may also obtain assistance in directing investment of their future Plan contributions by calling SFR's customer service representatives during normal business hours. 2.11 Other Plan Data. SFR will process other changes related to the daily administration of the Plan such as Participant name and address changes. 2.12 Participant Loans. If loans are allowed under plan rules, SFR will process and maintain all Participant loans, including the generation of checks for new loans, the recordkeeping of interest and principal payments, and the generation and submission of all information returns and other reports required by the Internal Revenue Code ( "Code ") and regulations thereunder relating to such loans. All checks for new loans will be mailed to the participant. If Plan loans are allowed, the Employer adopts the written Loan Policy attached to this Agreement. ❑ Check box if Plan loans are not allowed. 2.13 Distributions. All benefit payments and withdrawals will be made only upon receipt of all necessary written information and any required authorization from the Employer. SFR will process all benefit payments and withdrawals, including the withholding and submission of taxes and the generation and submission of all information returns and other reports required by the Code and regulations thereunder, relating to such benefit payments and withdrawals. The amount of the benefit payment or withdrawal shall be based on the price of the underlying investment on the date that processing of the request is completed by SFR. All benefit payments and withdrawals shall be distributed to the participant. 2.14 Participant Statements. Participant statements will be provided by SFR on a quarterly basis, and will be mailed directly to the participant's address on file. 2.15 Contribution Limit Testing. Sections 457(b) and 414(v) of the Code limit the total deferrals that can be allocated to a participant's account in a 457 plan for any plan year. Excess contributions will be distributed to participants in the manner provided by applicable IRS regulations, and the Plan Documents. Although all 457 plans must be combined for the limits, SFR can only test plans for which it maintains or receives participant contributions. 2.16 Management Reports. SFR will prepare annual management reports. 2 2.17 Forms and Procedures. SFR will provide the Employer with certain sample administrative forms. In addition, SFR will provide additional materials that may also assist the Employer to satisfy its obligations. 2.18 Technical Assistance. Technical and consulting services are available for the Employer upon request. Staff members are available to assist the Employer with plan amendments, determining the effect of any new legislation on the Plan, QDROs and other Plan related issues. SFR is not able to provide legal services to the Employer. 2.19 Voting of Shares. The Employer acknowledges that although the Trustee would normally be responsible for the voting of any shares of stock held in the Plan Trust, including mutual fund shares, the Trustee has delegated the responsibility to vote to SFR or an affiliate. Share proxies may be voted as "Present" for any meeting of shareholders so that the records will show that the shares have been voted. 2.20 Plan Termination and Filings or Plan Transfers. In the event of a termination or replacement of SFR as recordkeeper of the Plan or merger of the Plan into another plan with another recordkeeper, SFR will complete the liquidation and transfers of assets and records within 90 days; provided that SFR shall not be responsible for delays in such liquidation and transfer arising from events outside of its control. 2.21 Other Assistance. SFR may agree in writing to provide additional services as may be reasonably requested by the Employer to assist it in the administration of the Plan. 2.22 Basic Service Enhancements. SFR will provide to the Employer any future service enhancements that SFR makes available in its basic package of recordkeeping services it offers to new and existing Employers comparable to the Employer. Although any modification in the basic duties of SFR as set forth in this Service Agreement must be reflected in an amendment to the Agreement or 60 days advance written notice from SFR, the manner of providing these services may change through supplemental written processing procedures provided by SFR, by announcement of enhancements by SFR and acceptance of the enhancements by Employer (or failure to object) or by any other clearly established course of dealing between SFR and the Employer. 3.0 Responsibilities of Employer. Employer acknowledges that it has retained responsibility for the following Plan Sponsor duties: 3.1 Plan Document. SFR will provide a draft Basic Plan Document and an Adoption Agreement. The Employer agrees to review, correct and adopt these documents and any required plan amendments or restatements as provided in the documents. The Employer is ultimately responsible for the accuracy and qualification of these documents. Any changes to the documents will be promptly provided to SFR. 3.2. Participant and Plan Data. The Employer will provide to SFR contribution data in advance of or with the actual contribution within all applicable regulatory deadlines. Also, the Employer will provide other relevant data to SFR to assist SFR in carrying out its responsibilities under this Agreement. Data will be provided in a format acceptable to SFR, in magnetic or electronic media, unless otherwise agreed by SFR. Should the Employer fail to deliver (or cause to be delivered) accurate information on a timely basis to SFR, SFR will not be responsible for meeting regulatory deadlines. 3.3 Fee Billing and Payment. SFR will charge fees for its services in accordance with the Fee Agreement(s) (Exhibit "A ") attached to this Agreement. Unless otherwise agreed to in writing, the Fee Schedule shall remain in effect in the amounts described in Exhibit "A" for a term of two plan years in which SFR is providing recordkeeping services, and will continue thereafter unless changed by notice from SFR. Any changes to the fee agreement will be supplied to the Employer 60 days prior to the change's effective date. 3.4 Hold Harmless for Other Providers. If the Plan Document or Plan administrative services were previously provided by the Employer or another third party provider, the Employer agrees that SFR and affiliates shall not be responsible for any failure of the prior Plan Document or administrative services to comply with the requirements for governmental deferred compensation plans under Section 457 of the Code and the regulations issued thereunder. SFR is also not responsible for the accuracy and completeness of participant and payroll data provided by the Employer or any third party payroll vendor. The Employer is responsible for reviewing any new Plan Document provided by SFR and assuring that it is consistent with the provisions of the prior Plan Document and the established operational and administrative procedures for the Plan. Employer agrees to hold SFR and its affiliates harmless from any claim asserted against any of them for any of these reasons, and will further indemnify them from any cost and expense they incur, including reasonable attorneys fees, due to the assertion of such a claim. 4.0 Miscellaneous. 4.1 Termination. Employer or SFR may terminate this Agreement at any time, upon sixty (60) days' prior written notice to the other party. SFR agrees to deliver to Employer or its designee, all records reasonably necessary for the continuing recordkeeping of the Plan in the standard SFR format. 3 10 191 4.2 Notices. Notices or other communications given pursuant to this Agreement shall be hand delivered, mailed by first class mail, postage prepaid or via an overnight mail service (such as Federal Express), addressed as follows, or as changed by notice: a) To SFR: Security Financial Resources, Inc. Attn.: Retirement Plan Services One Security Benefit Place Topeka, Kansas 66636 -0001 b) To Employer: 4.3 Entire Agreement: Supplements and Amendments. This Agreement generally constitutes the entire agreement between the parties, merging all prior presentations, discussions and negotiations. It may be modified by additional letter or other written side agreements executed by all parties contemporaneously with this Agreement, which may modify its provisions or meanings. It may be further supplemented, but not modified, by SFR from time to time with written procedures that provide a description of the ordinary processes for the parties to fulfill their obligations hereunder, which shall not exclude extraordinary processing in appropriate situations that produces comparable results. Finally, this Agreement may be amended at any time, but only by written agreement signed by all parties hereto. 4.4 Paragraph Headings. Paragraph headings are provided for reference purposes only and are not made a part of this Agreement. 4.5 Assignment. Some or all of the rights and duties of SFR hereunder may be assigned to an affiliate, or to any successor through merger, reorganization, or sale of assets. Some duties of SFR also may be performed by others under subcontract, without the release of SFR for responsibility for such services. SFR may, by letter or other writing, agree to extend this Agreement to any other plan of the Employer or plans sponsored by organizations acquiring or acquired by the Employer through merger or purchase of assets. Otherwise, no party may assign this Agreement nor any rights or duties hereunder without the written consent of the other party. 4.6 Governing Law. Except to the extent governed by federal law, this Agreement shall be governed by and constructed according to the Laws of the State of Kansas. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. Effe " EMF By: SECURITY FINANCIAL RESOURCES, INC. By: Title: ,,j SECURITY BENEFIT'" One Security Benefit Place - Topeka, Kansas 66636 -0001 • securitybenefit.com SDI 976B (R1I -O5 42- 0976302 4 lea Exhibit "A" Administrative Agreement Fee Schedule In addition to a Participant fee, if any, indicated on a separate scheduled, the following fees will be charged for Services rendered under the Administrative Agreement: Asset Based Account Fee A unitized fee for account distribution, recordkeeping and administration will be charged in the annual amount of .85% of assets held in each Participant's Account. This unitized fee will be determined and may be deducted, currently or immediately in advance, pro rata on a daily basis from each Account. Loan Fees A one time loan origination fee of $50.00 per loan will be charged to the Account of the Participant requesting the loan at the time of loan disbursement. A quarterly loan administration fee of $12.50 will also be charged to the Participant's Account for each outstanding loan. Extraordinary Fees If extraordinary services are required due to the failure of the Employer to perform it's duties under the Administrative Agreement, or upon the request of the Employer, an hourly extraordinary services fee will be charged to the Employer at the basic rate of $75.00 per hour. o4 (8.3 E. P Exhibit "B" Loan Policy for the Governmental 457 Plan =ki SECURITY BENEFIT' /j The Plan permits loans to be made to Participants. However, before any loan is made, the Plan requires that a written loan policy be established which sets forth the rules and guidelines for making Participant loans. This document shall serve as the required written loan policy. ecurittyFinancial Resources, Inc. (SFR) is authorized to administer the Participant loan program. All applications for loans shall be made by a Participant to SFR on forms which SFR will make available for such purpose. 2. All loan applications shall be processed by SFR within a reasonable time after the Participant makes formal application. The Participant shall also be required to provide any supporting information requested by SFR. 3. SFR shall determine whether a Participant qualifies for a loan. Criteria for loan approval shall include whether adequate security has been provided for the loan, and whether the Participant agrees, as a condition for receiving the loan, to make repayments through automated processes, such as direct, after -tax payroll deduction by the Employer or an EFT draft from a bank account. 4. The following rule(s) and limitation(s) shall apply to any loan made under this policy: • All loans made pursuant to this program shall be considered a directed investment from the account(s) of the Participant maintained under the Plan. As such, all payments of principal and interest made by the Participant shall be credited only to the account(s) of such Participant. • All loans made to a Participant pursuant to this program (and under all other plans of the Employer) shall be limited to the lesser of: (i) $50,000, or (ii) One -half (%) of the Employee's nonforfeitable account balance, or the entire nonforfeitabie account balance UP to $10,000, whichever is greater. The $50,000 limit is reduced by the excess of (a) the highest outstanding loan balance within the preceding 12 -month period ending on the day before the loan, or (b) the outstanding balance on the date of the loan. • No loan in an amount less than $1,000 shall be granted to any Participant. • The Plan offers two types of loans: 1. Residential Loan (repayment must be completed in no more than 30 years). 2. Conventional (Regular) Loan (repayment must be completed in no more than 5 years). • Only one loan may be outstanding at a time. A new loan cannot be processed until the existing conventional loan is repaid in full. • All loans must be repaid on a level amortization basis. There are no loan extensions for leave of absence. The interest rate on loans to military personnel entitled to the protection of the Soldier's and Sailor's Relief Act shall be reduced, on application, to no more than 6 %. • Loan origination fee is $50 per loan, deducted from the Participant's account upon issuance. A $12.50 quarterly loan maintenance fee is deducted from the Participant's account while the loan is outstanding. Loan fees may be changed by agreement of the Employer and SFR. 104 l gil h 5. Any loan granted or renewed under this program shall bear a reasonable rate of interest. In determining such rate of Interest, the Plan shall require a rate of return commensurate with the prevailing interest rate on similar loans under like circumstances by persons in the business of lending money. Until it decides otherwise, SFR has determined that, due to the high level of security for these loans, the lack of any risk of loss, the automated payment mechanism, and the high incentive for repayment, these factors will be satisfied by establishing the interest rate on Participant loans equal to the national Prime Lending Rate generally prevailing on loans from commercial banks to their best customers, plus 1 %. 6. SFR shall require that adequate security be provided by the Participant before a loan is granted. For this purpose, SFR shall consider a Participant's interest under the Plan to be adequate security. The Participant shall pledge his or her Account Balance as security for any Participant loan. 7. Generally, a default shall occur upon the failure of a participant to timely remit payments under the loan when due, or upon the violation by the Participant of any other provision of the Participant's loan agreement, promissory note or other loan document, or the failure to provide or revocation of any account pledge, payroll deduction or EFT authorization (without promptly providing an acceptable automated substitute) or the failure to follow this loan policy. In the event of a default for failure to remit payments when due, the Participant shall be entitled to correct each default during a "grace period" for the particular default. The grace period shall commence with the date of the default and shall-end-on -the last day -of the caiendar-quarter-which- -commences -date of the default: 8. Upon any loan default and the expiration of any grace period without a cure of the default, the loan shall be deemed distributed to the Participant for tax purposes to the extent required under Section 72(p) of the Internal Revenue Code of 1986 (the "Code "). The loan shall remain outstanding until fully repaid, with interest, or until the loan is collected by offset of the Participant's Account which stands as security for the Loan. No offset shall be required until the Participant is entitled to take a distribution from the Account under the rules of Section 457(b) of the Code. SECURITY BENEFIT" One Security Benefit Place • Topeka, Kansas 66636 -0001 • securitybenefit.com SDI 1026AA (11 -05) 43- 10260 -27 104 - 195 Participating Trust ABN AMRO Investment Trust Company Income Plus Fund PARTICIPATION AGREEMENT Security Benefit Reference Number: (to be assigned) Plan Name: Plan Number: (e.g., 001, 002, "N /A" if the plan is sponsored by a government agency) State of Plan/Trust's Domicile: Authorized Representative of the Plan: Representative (Plan Sponsor) Employer Name: &azos Address: -3.�-t., Employer EIN: 1 y ._U Relationship to Participating Trust (e.g. plan Plan Sponsor sponsor, trustee, _4vestmeptj ianag*};, L Printed Namp* Accepted: ABN AMRO Investment Trust Company 161 N. Clark Street 9th Floor Chicago, IL 60601 By Its Date OR Accepted: Security Distributors, Inc. As agent for and on behalf of ABN AMRO Investment Trust Company By Its Date 1 164 14 PARTICIPATION AGREEMENT This Participation Agreement (the "Agreement ") is made by and between ABN AMRO Investment Trust Company ( "ABN AMRO ") and Representative. ABN AMRO operates a collective investment fund known as the Income Plus Fund (the "Fund "), which is a sub -fund of the ABN AMRO Bank Pooled Fund for Employee Benefit Plans (the "Pooled Fund "). The Fund and the Pooled Fund are governed by the Declaration of Trust, effective February 1, 2005, as may be amended from time to time (the "Declaration of Trust "). Now, therefore, ABN AMRO and Representative agree as follows: 1. Participation. Upon receipt of the initial deposit (the "Participation Amount "), ABN AMRO will establish an account (the "Account ") within the Fund on behalf of the Participating Trust. The Account shall consist of Income Plus Units (as defined in the Declaration of Trust), based on the Participation Amount and such other amounts as may be deposited or otherwise acquired on behalf of the Participating Trust in the future, as adjusted pursuant to the Declaration of Trust. 2. Declaration of Trust. The Declaration of Trust is incorporated into and made a part of this Agreement. ABN AMRO may amend the Declaration of Trust at any time, in its sole discretion, as provided therein. No such amendment that adversely affects the Participating Trust shall be incorporated into and become a part of this Agreement upon not less than thirty (30) days' notice of such amendment to Representative. No such amendment may either directly or indirectly operate to deprive any Participating Trust of its beneficial interest in the Fund as it is then constituted. Representative shall promptly distribute copies of such amendments to administrator of the Participating Trust. Representative acknowledges receipt of a copy of the Declaration of Trust, has reviewed the terms thereof to the extent it deems necessary in order to be fully informed with respect thereto, and adopts, accepts, and agrees to be bound by all of the terms and provisions of the Declaration of Trust. 3. Representations and Warranties of Representative Representative represents and warrants to the Fund and ABN AMRO (and any other persons authorized to act on their behalf) as follows: a. The execution and delivery of this Agreement and the appointments and investment contemplated hereby have been duly authorized in accordance with the provisions of the instrument or instruments governing the Participating Trust and are in accordance with all requirements applicable to the Participating Trust's governing instrument or instruments and under ERISA or other applicable law. b. The Participating Trust is one of the following: i. a trust, exempt under Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code "), by reason of it forming a part of an employee benefit plan qualified under Section 401(a) of the Code; or ii. a governmental plan (within the meaning of Section 414(d) of the Code) or eligible deferred compensation plan (within the meaning of Section 457(b) of the Code); or iii. a bank (as defined in the Investment Company Act of 1940, as amended) collective investment fund that is comprised solely of assets described in subsections i or ii above. c. As required in IRS Revenue Rulings 81 -100 and 2004 -67, the governing trust agreement for the Participating Trust generally (i) authorizes investment in collective investment funds and (ii) incorporates the declaration of trust of any such collective investment fund as part of the Participating Trust's governing trust agreement. d. It is authorizing investment in the Fund without relying on the advice of ABN AMRO or any affiliate thereof. IDS 197 e. Representative has reviewed the fees that are to be paid at its direction, pursuant to this Agreement, as set forth and described in Exhibit A, and finds such fees to be reasonable for the services provided or otherwise permissible expenses of the Participating Trust. The representations, warranties and agreements made herein are made by Representative with respect to Representative and with respect to the Participating Trust and shall be continuous and effective throughout the term of this Agreement. Representative will promptly notify ABN AMRO of any action or development which jeopardizes any of the representations or warranties made herein. Representative will provide ABN AMRO, upon written request, with any necessary documentation to satisfy ABN AMRO of Representative's and /or the Participating Trust's compliance with the warranties in this Agreement, including an opinion of counsel suitable to ABN AMRO. In the event any representation or warranty shall be untrue at any time during this Agreement: (A) ABN AMRO may cause the termination of the Participating Trust's participation in the Fund, and (B) Representative and the Participating Trust shall indemnify ABN AMRO and the Fund. 4. Representations and Warranties of ABN AMRO. ABN AMRO represents and warrants to Representative as follows: a. ABN AMRO is a "bank" as defined in the Investment Advisers Act of 1940, exempt from registration thereunder. b. ABN AMRO's execution and delivery of this Agreement has been authorized by appropriate action and does not violate any obligation by which it is bound, and this Agreement when executed and delivered by the parties will be binding upon ABN AMRO. c. ABN AMRO's execution and adoption of the Declaration of Trust has been authorized by appropriate action and is valid and in accordance with applicable law. 5. ABN AMRO Duties and Powers. a. ABN AMRO shall have all powers incidental to carrying out its duties under this Agreement and the Declaration of Trust and to perform other duties as agreed upon in writing by the parties. b. ABN AMRO will operate and manage the Fund in accordance with the terms of the Declaration of Trust, this Agreement, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other applicable law. c. ABN AMRO acknowledges that it is a fiduciary as defined under ERISA and will, at all times, act according to this standard of care with respect to the Account. d. ABN AMRO will maintain liability insurance covering its operation of the Fund, including its fiduciary obligations under ERISA. Upon written request, ABN AMRO will provide Representative with written confirmation of such coverage and the liability limits then in effect. e. Except under certain circumstances, the Declaration of Trust requires a 12 -month written notice for withdrawal of assets from the Fund initiated on behalf of a Participating Trust. ABN AMRO may waive this requirement, in whole or in part, as permitted by the Declaration of Trust. 6. Fees and expenses. Fees and other amounts to be paid from the Account shall be set forth in Exhibit A, attached hereto. Fund expenses shall be paid as set forth in the Declaration of Trust. 10 1�g 7. Amendment and termination. This Agreement may be amended at any time by written agreement between ABN AMRO and Representative. Either party may terminate this Agreement upon thirty (30) days' written notice to the other party, provided, however, that such termination shall not be effective until there are no assets remaining in the Account, and such termination and withdrawal of assets shall be subject to the applicable withdrawal rules found in the Declaration of Trust and referenced in Section 5(e) of this Agreement. Notwithstanding anything to the contrary, ABN AMRO may terminate this Agreement immediately upon the breach of any representation or warranty made by Representative pursuant to this Agreement. The indemnification provisions of the Declaration of Trust and this Agreement shall survive the termination of this Agreement. 8. Miscellaneous. a. Assignment. The Participating Trust's interest in the Fund as set forth herein may not be assigned, sold, pledged or otherwise transferred. Notwithstanding anything to the contrary, without notice, ABN AMRO may assign or delegate to any of its affiliates any of its rights, authority or duties under this Agreement. b. Choice of law. To the extent not pre - empted by ERISA, Illinois's internal laws, and not its jurisdictional or choice of law rules, will govern the construction of this Agreement. c. Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either delivered personally to the addressee, transmitted by facsimile transmission to the addressee, telegraphed or telexed to the addressee or mailed, certified, registered or express mail to the addressee, postage pre -paid, and shall be deemed given (i) immediately when so delivered personally, transmitted, telegraphed or telexed, (ii) five (5) days after the date of certified or registered mailing, or (iii) if express mailed, two (2) days after the date of mailing, as follows: (i) If to Representative (Plan Sponsor): NAME AND ADDRESS ON PAGE 1 (ii) If to ABN AMRO: ABN AMRO Investment Trust Company 161 N. Clark Street 9th Floor Chicago, IL 60601 Attention: William Finley Fax: (312) 884 -2448 End of the Participation Agreement. The next page is "Exhibit A — Fees" /by rff9 Exhibit A — Fees ABN AMRO will charge to the Account an annualized fee (the "Total Fee ") equal to 57 basis points (0.57 %) of the value of the Account, as calculated pursuant to the Declaration of Trust. The Total Fee will be calculated and accrued daily and will be paid from the Account monthly, in arrears. A portion of the Total Fee, an amount equal to 17 basis points (0.17 %)of the value of the Account (i.e., approximately 29.825% of the Total Fee) will be paid to ABN AMRO as a management and administrative fee related to the Participating Trust's interest in the Fund. Representative directs that an amount equal to 40 basis points (0.40 %) of the value of the Account (i.e. approximately 70.175% of the Total Fee) shall be taken from the Total Fee charged to the Account by ABN AMRO, and is to be paid by ABN AMRO to Securities Distributors, Inc. for administrative, record keeping services or other services performed by it, or its agents, related to the Account. Describe any other fee arrangement here: None /o4 06 The State of Texas, County of BRAZOS We, the undersigned, as County Commissioners within and for Brazos County, and the Honorable Randy Sims, County Judge of Brazos County, constituting the entire Commissioners' Court of Brazos County, during a regular meeting of said Court have examined the foregoing report and have caused an order to be entered upon the Minutes of the Commissioners' Court of Brazos County approving said Report as presented and submitted as true and correct by Kay Hamilton, Treasurer of Brazos County, as provided for in the Revised Statutes of the State of Texas. (Texas Local Government Code, 114.026) Witness my hand this 18 day of -C A.D. 2007 X'4��9 G aren McQueen County Clerk, County of BRAZOS, State of Texas Examined and approved in open Commissioners' Court this day of 2007 l Randy Sims, CgjAty Judge 1)uane.Peters, commissioner.Precinct #2 < Kenny MallardC mmissione Pr cinct #3 (A k_ tx-_;I t Carey Cauley, Commissioner Precinct #4 Treasurer's Report for the MONTH of OCTOBER 2007 /by /91 S Vl O N 3 a N c A d 7 M g O O fa 3 N O C R c W N N n 0 C 1 IV C A 1 O 7 1 00 l ID's l9� 0 O V ran FA C X R H ;I r �:- w V 0 �-' 01 VI O O A 0 A !n A W W W W N N N N N N N N N N N r r O O O O O O O pp O 0 0 N tJl 0 0 N 0 F+ 0 O 0 0 0 O 0 CO p V O 01 O VI O A W O O N O N O O O O 1D O CO O V O tJ1 O W p N O 1+ O N O F^ O 0 0 0 0 0 r O O O O O O O O O O O O m m nx�xc�i� O Dt�ft11OOQzG$�rr M' rn��n3f1 3D p��p < v v vC..cO�gprmr�rsz�pOm nC a c D- x�m C zo pp p m r 7 m �'rnmOD th � 3 A j m A,r� p Z T @n8C3nmz� fn OO� D Z OGo n r ° � v GN ^' zz Vf m3 � �i�i D.. °f7 x m� a' 'o C m m rit n ° mS-IR vrttnm C D o m O 1 Cj �n in m om z CD °C2mmFm ° Z ° 8 x2 Z �p �3 zm m DOi�m o pmCZ °3 m s m In" z ° m O -n z-1 O m 2 z O 10 N N� r W lA N S W O � DD 10 r - W OD to 10 OD !n !n N !D W Al V F+ V O W tD W V W W In O1 Ot W W A 90 O CD O N N V O �•+ A H 0 0 00 W 01 a, W O1 VI V V 1+ A O W VI W Of N r 01 01 N w W O O Oj N s N V OD Qo r N Vi W W r 01 A 1-` W ID r r r 01 co V 01 8 O O O t0 V O W tD Ilf V w 0 0 DO b, V 01 01 t0 w O N tO W A V tD to W A VI to N V W to VI O O V QD 01 :A W W 01 0 QD VI tD r` A tD V 0 O t0 0 01 01 N CD CD 9 W W 01 O W V N OD V V Z A 41 :: op A r I-• 1-• O O N 1D V N 01 01 W W O O O V 01 V 1-• A W Q1 t0 O VI A W A W to N W W N 1D N t0 O O H OD p1 W N m N 01 O 01 V1 O A 01 A A to N N •' O V p wppp N co N V co N O Vn V A W O1� A .P O A , V,pp VM OD A V N N VI 01 !n O V V W W W W 0 pO N W N N t011 OD N F^ W t!1 f+ W N F+ W O A 01 O �O1ppD A W W Vi O r+ twll GND Vl (mil 10p �D Ol W V M Z 01 01 p N N ? 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Site is located in Precinct 1. SOURCE OF FUNDS: N/A PRESENTATION: REQUIREMENTS: 1) No work will be permitted between front slope and/or back slope. 2) All installation(s) shall be constructed in designated utility easements, if applicable. if no utility easement exists, the installation(s) shall be 1) within 3 -5' of and parallel to the right -of -way line and/or 2) in the case of a road bore, perpendicular to the right -of -way line. 3) If clearing of brush, trees and other obstruction is necessary, it shall be the Applicant's responsibility to do so and to remove all cleared brush, trees etc. from county right -of -way. 4) Ditch line shall be compacted to 90% standard density ASTM -Test Method No. D -698; test shall be conducted by an independent geotechnical testing firm; copies of all test results shall be furnished to the office of the Brazos County Engineer. 5) Construction shall be in strict conformance to the latest Texas Manual of Uniform Traffic Control Devices for Streets and Highways, published by the Texas Department of Transportation, and all other State and Federal laws governing utility construction. SUBMITTED BY: APPROVED BY: Richard F. Vance, P.E. Commissi ner Lloyd Wassermann County Engineer Precinct 1 CC07 -108 This Request is �Approve � / / Denied ❑ by Commissioners' Court Date:_ - -- Randy Sips, County Judge )04 !R3 veriLon Engineering & Planning 301 Industrial Blvd. Bryan, TX 77803 November 29, 2007, 2007 Richard Vance Brazos County Engineering Office County Engineer 2617 W. Hwy 21 Bryan, TX 77803 Dear Mr. Vance: Subject: AGRMNTS 24 BURIED CABLE Enclosed are Form ED -135 and a work location sketch showing the location of our proposed buried cable line on County Roads in Brazos County at Bryan, Texas. This work is to be completed on Work Order 5416- 3POAOKX which is scheduled for October, 2007. If you have any questions concerning this work, please contact Charles Allen at our office in Bryan, telephone 979 - 821 -4761 within 15 days so that we may explain of modify our proposal, otherwise, it is understood that this proposal is approved. Sincerely, 1&X-41t GE'�t. /G2 CCc J Brenda Vajdak Supervisor — Network Engineer BV:ec Attachment �. , } Yi /F;� � t VERIZON COMMUNICATION Notice of Line Installation November 29, 2007, 2007 To The Commissioner's Court of Brazos County ATTENTION COUNTY JUDGE: Formal notice is hereby given that VERIZON COMMUNICATIONS will construct a communication line within the right -of -way of a County Road in Brazos County, Texas as follows: At the intersection of Royder Rd and Greens Prairie Trl a road bore and cable will be placed under Greens Prairie Trl at depth of 30 . The location and description of this line and associated appurtenances is more fully shown by four (4) copies of drawings attached to this notice. The line will be constructed and maintained on the County Road right -of -way in accordance with governing laws. Notwithstanding any other provision contained herein, it is expressly understood that the tender of this notice by the Verizon Southwest Incorporated does not constitute a waiver, surrender, abandonment or impairment of any property rights, franchise, easement, license, authority, permission, privilege or right now granted by law or may be granted in the future and any provision or provisions so construed shall be null and void. Construction of this line will begin on or after December 27, 2007. VERIZON COMMUNICATIONS 5416- 3POAOKX Brenda Vajdak Supervisor - Network Engineer 301 Industrial Blvd. Bryan, TX 77803 Job{ (15 City of Bryan Map Output Page L DLL E& E S T A T T , 0 A 1 - PA—T Ai Z - C L I L E 1 C 5 u 1 L L Page 1 of 1 toy 19(n ROYDER RD II I I II I I .Lh e2Z0.Q���a� I II J H W_ Q m d Z w LU cc 04 W o Ir Z O O m J d u 0 ]C = ¢w f2 � 1 IQ _ - L -333 W O It Z 00 m J �U') . N W u a � N O Loo x W u x m u cr u a W� I N � � O' 0 cr N W W > J > 0 39 I W cr Q W 0 z Y W W U O Z cr d N a Www �Cr cr �aO z m�--3 F-NOZ2 -��aaN In ZWZU)YW 0.... --wcrw UjC7m3= O m z U Z 3 z Y c� a -- U) _j -300aw WQOWZO (L F- Z3-»Y¢ Oww OOmU) Z)-Mwm O QODU)w3Y uwa Y w OWJ(J)QZO Jmaaf03 cr W w O � o Q Y 2 m mU3 w a0= (n U �- O W = )- J w¢3 O U O Z w F �- a O� Z U w O O U) N V) a M 66 N ti O O N O N C O N CL _X3 Y Q O CL M O O C rn v U IQ d nv t 4 mN�fy'f x t ^ p, ��N CL m XN H �N xN �zm 40 g o —,Nova n INmNN�^N (Q ° m in �(f� ��� xx %1"{N� C N� l�n NN ^xPSN7 vN� ON�If/ n (0' ^"" IA �xN fli,� N n �+`I��w`.�.�fn nNN�� ^- gym' -N� �� OOOO NNIIVV� if N �+ f 16q 07 . N W u a � N O Loo x W u x m u cr u a W� I N � � O' 0 cr N W W > J > 0 39 I W cr Q W 0 z Y W W U O Z cr d N a Www �Cr cr �aO z m�--3 F-NOZ2 -��aaN In ZWZU)YW 0.... --wcrw UjC7m3= O m z U Z 3 z Y c� a -- U) _j -300aw WQOWZO (L F- Z3-»Y¢ Oww OOmU) Z)-Mwm O QODU)w3Y uwa Y w OWJ(J)QZO Jmaaf03 cr W w O � o Q Y 2 m mU3 w a0= (n U �- O W = )- J w¢3 O U O Z w F �- a O� Z U w O O U) N V) a M 66 N ti O O N O N C O N CL _X3 Y Q O CL M O O C rn v U BRAZOS COUNTY COMMISSIONERS' COURT ACTION FORM DEPA RTMENT Road and Bridee NUMBER 56001000 DATE OF COURT MEETING: December 18, 2007 ITEM: Request from Verizon Communications to construct buried cable installations in the right of way of Greens Prairie Trail (near its intersection with Greens Prairie Road). Site is located in Precinct 1. SOURCE OF FUNDS: N/A PRESENTATION: REQUIREMENTS: 1) No work will be permitted between front slope and/or back slope. 2) All installation(s) shall be constructed in designated utility easements, if applicable. If no utility easement exists, the installation(s) shall be 1) within 3 -5' of and parallel to the right -of -way line and/or 2) in the case of a road bore, perpendicular to the right -of -way line. 3) If clearing of brush, trees and other obstruction is necessary, it shall be the Applicant's responsibility to do so and to remove all cleared brush, trees etc. from county right -of -way. 4) Ditch line shall be compacted to 90% standard density ASTM -Test Method No. D -698; test shall be conducted by an independent geotechnical testing firm; copies of all test results shall be furnished to the office of the Brazos County Engineer. 5) Construction shall be in strict conformance to the latest Texas Manual of Uniform Traffic Control Devices for Streets and Hi hghways, published by the Texas Department of Transportation, and all other State and Federal laws governing utility construction. SUBMITTED B : APPROVED BY: ;/-S Richard F. Vance, P.E. Commis Toner Lloyd Wassermann County Engineer Precinct 1 CC07 -112 This Request is Approve / Denied ❑ by Commissioners' Court Date: l hk -7 Randy Sigi County Judge ti:: 104�,�s (ag f verizon Engineering & Planning 301 Industrial Blvd. Bryan, TX 77803 December 4, 2007 Richard Vance Brazos County Engineering Office County Engineer 2617 W. Hwy 21 Bryan, TX 77803 Dear Mr. Vance: Subject: AGRMNTS 24 BURIED CABLE Enclosed are Form ED -135 and a work location sketch showing the location of our proposed buried cable line on County Roads in Brazos County at Bryan, Texas. This work is to be completed on Work Order 5416- 3FOAOBA which is in progress. If you have any questions concerning this work, please contact Charles Allen at our office in Bryan, telephone 979 - 821 -4761 within 15 days so that we may explain of modify our proposal, otherwise, it is understood that this proposal is approved. Sincerely, � ivk��lk Brenda Vajdak Supervisor — Network Engineer BV:ec Attachment lob:.; :X99 i r;• VERIZON COMMUNICATION To The Commissioner's Court of Brazos County ATTENTION COUNTY JUDGE: Notice of Line Installation December 4, 2007 Formal notice is hereby given that VERIZON COMMUNICATIONS will construct a communication line within the right -of -way of a County Road in Brazos County, Texas as follows: Bury a telecommunications line in Brazos County right -of -way of Greens Prairie Trail paralleling Lot 13 of V&9r-Oaks Subdivision (property owned by Robert Palmore). Wtllio n Oa" 5u - The location and description of this line and associated appurtenances is more fully shown by four (4) copies of drawings attached to this notice. The line will be constructed and maintained on the County Road right -of -way in accordance with governing laws. Notwithstanding any other provision contained herein, it is expressly understood that the tender of this notice by the Verizon Southwest Incorporated does not constitute a waiver, surrender, abandonment or impairment of any property rights, franchise, easement, license, authority, permission, privilege or right now granted by law or may be granted in the future and any provision or provisions so construed shall be null and void. Construction of this line is in progress VERIZON COMMUNICATIONS �&-JqCL�-Vc q ,&-, f,-,-- Brenda Vajdak Supervisor - Network Engineer 301 Industrial Blvd. Bryan, TX 77803 5416- 3FOAOBA �o '2D0 If1mN^•IL11!'1 U'I &MOOS 111wNN.N��� N1�mO1(1mOO �10N �NmION(01�� II mLLO"i� ... B N 4i Win...:. �p m p In m^ II M■ �' m00•:ONN��mn'�m O- I pZO NOOfNIXr, ONmOOl �z33z UU.Z•Zl- CN.1U� ZZ �07pp A 4S EE WP # 1 A i 13. MH 216 STA 0 + 0 GREEN PRAIRIE RD o z 10 WOODLAKE DR m O STA 0 + 57 I. :. I :1 w :.CO a. Nj I'I CL I _. I :I I:, I �:• I W 1:. N cr 0. I � :i � W I c i:. 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