The URL can be used to link to this page

Home My Public Portal About2024_04_09_Council Agenda_Packet_REVISED TOWN OF LEESBURG Town Hall, 25 West Market Street AGENDA Town Council Meeting April 09, 2024 7:00 PM Council Chamber 1. CALL TO ORDER 2. INVOCATION a. Council Member Nacy 3. SALUTE TO THE FLAG a. Vice Mayor Steinberg 4. ROLL CALL 5. MINUTES a. Work Session Minutes of March 11, 2024 (Council Member Wilt absent) b. Regular Session Minutes of March 12, 2024 c. Work Session Minutes of March 18, 2024 d. Regular Session Minutes of March 19, 2024 6. ADOPTING THE MEETING AGENDA (AMENDMENTS AND DELETIONS) 7. CERTIFICATES OF RECOGNITION 8. PROCLAMATIONS a. Child Abuse Prevention Month (Debra Gilmore) MOTION I move to approve the Proclamation for Child Abuse Prevention Month be proclaimed at the April 9, 2024, Town Council Meeting. b. Sexual Assault Awareness and Prevention Month (Debra Gilmore) MOTION I move to approve the Proclamation for Sexual Assault Awareness and Prevention Month be proclaimed at the April 9, 2024, Town Council Meeting. REVISED 1 -2- c. National Public Safety Telecommunicators Week - April 14-20, 2024 (Cindy Cain) MOTION I move to approve the Proclamation recognizing April 14-20, 2024 National Public Safety Telecommunicators Week be proclaimed at the April 9, 2024, Town Council Meeting. 9. PRESENTATIONS a. John W. Tolbert, Jr. Environmental Award (Environmental Advisory Commission Chair Paul Sheaffer) b. Environmental Advisory Commission 2023 Annual Report (Environmental Advisory Commission Chair Paul Sheaffer) 10. REGIONAL COMMISSION REPORTS 11. PETITIONERS 12. APPROVAL OF THE CONSENT AGENDA a. Acceptance and Appropriation of Grant Funds for Thomas Balch Library RESOLUTION Approving Acceptance and Appropriation of a $5,040 Grant from Loudoun Library Foundation b. Adopting Restated 457(b) and 401(a) Employee Deferred Compensation Plans RESOLUTION Adopting Restated 457(b) and 401(a) Employee Deferred Compensation Plans and Designating the Town Manager to Administer the Plans c. Contract Award for Disposal of Water Treatment Plant Residuals RESOLUTION Award a Contract to Denali Water Solutions, LLC for Residuals Disposal at the Water Treatment Plant in the amount of $243,000 d. Cattail Lane Water Main Extension - Change Order for Design and Easement Acquisition Services RESOLUTION Approving a Change Order in the amount of $68,009 to Whitman, Requardt, and Associates, LLP for Engineering Design and Easement Acquisition Services for Extension of Cattail Lane NE Water Main 2 -3- e. Water Pollution Control Facility – Award of Contract for Replacement of Plug Valves, Flow Tube, and Bypass Pumping Services RESOLUTION Awarding Contract for Replacement of Plug Valves, Flow Tube, and Bypass Pumping Services at the Water Pollution Control Facility to CPP Construction Company in the amount of $184,000 and Authorizing the Town Manager to Execute the Contract and Any Future Possible Change Orders f. Supplemental Appropriation for Replacement of Police Department Vehicles RESOLUTION Approving a Supplemental Appropriation for Police Department Vehicle Replacement in the amount of $152,000 from the Current Fund Balance within the Fiscal Year 2024 Adopted Capital Asset Replacement Program g. Supplemental Appropriation for the Compass Creek Annexation and Town Attorney’s Fiscal Year 2024 Operating Budget RESOLUTION Approving a Supplemental Appropriation for the Compass Creek Annexation and Town Attorney’s Fiscal Year 2024 Operating Budget h. Appointment to the Parks and Recreation Commission – Patrick Aragon (Council Member Nacy) RESOLUTION Appointing Patrick Aragon to the Parks and Recreation Commission i. Appointment to the Tree Commission - Tara Holt (Vice Mayor Steinberg) RESOLUTION Appointing Tara Holt to the Tree Commission j. Liberty Lot Funding - Performing Arts Center Study RESOLUTION Approve Supplemental Funding in the amount of $43,000 for the Leesburg Performing Arts Center Business Plan to be Completed by Webb Management k. Initiating an Amendment to the Zoning Ordinance to Require a Special Exception Approval for a Data Center in the PEC and I-1 Districts RESOLUTION Initiating an Amendment to the Zoning Ordinance to Require a Special Exception Approval for a Data Center Use in the PEC, Planned Employment Center District and the I-1, Industrial/Research Park District 3 -4- 13. RESOLUTIONS / ORDINANCES / MOTIONS a. Water and Sanitary Sewer Service Extension - New Loudoun County Government Facilities near Kincaid Boulevard RESOLUTION Conditional Approval of Water and Sanitary Sewer Extensions for New Loudoun County Government Facilities Near Kincaid Boulevard 14. PUBLIC HEARINGS a. Amendments to Leesburg Design and Construction Standards Manual (DCSM) Articles 2 (Water) and 4 (Sewer) ORDINANCE Amending the Town of Leesburg Design and Construction Standards Manual Articles 2, 4, and Appendix A 15. UNFINISHED BUSINESS 16. NEW BUSINESS 17. COUNCIL DISCLOSURES AND COMMENTS / ADDITIONS TO FUTURE MEETINGS a. Future Council Meetings and Agenda Topics 18. MAYOR DISCLOSURES AND COMMENTS / ADDITIONS TO FUTURE MEETINGS 19. TOWN MANAGER COMMENTS 20. CLOSED SESSION a. Consideration of an Unsolicited Proposal for Public Land MOTION I move pursuant to Section § 2.2-3711(A)(3) of the Code of Virginia that the Leesburg Town Council convene in a closed meeting for the purpose of a discussion regarding the acquisition or disposition of real property related to an unsolicited proposal for public land where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the public body. MOTION In accordance with Section § 2.2-3712 of the Code of Virginia, I move that Council certify to the best of each member’s knowledge, only public business matters lawfully exempted from open meeting requirements under Virginia Freedom of Information Act and such public business matters for the purpose identified in the motion by which the closed meeting was convened were heard, discussed or considered in the meeting by Council. (ROLL CALL VOTE) 4 -5- 21. ADJOURNMENT ASSISTIVE LISTENING SYSTEM Qualified individuals with a disability who require a reasonable accommodation to attend and/or participate in this meeting should contact the Clerk of Council at eboeing@leesburgva.gov or 703-771-2733 to request the accommodation. Three days advance notice is requested. Meetings are broadcast live on the Town’s local government access cable TV channel (Comcast 67 and Verizon 35) and streamed live on the website at www.leesburgva.gov/webcasts. All Town Council, Board and Commission meetings are recorded and can be found on the Town’s Web site at www.leesburgva.gov. 5 -6- REGULARLY SCHEDULED COUNCIL MEETINGS Citizens are invited to attend and participate in Town Council meetings. The petitioner’s portion of the meeting and scheduled public hearings offer the public two opportunities to present its views to the Council during its meeting. Petitioners The petitioners’ portion of the Council agenda is the first item addressed by the Council following proclamations, certificates of appreciation, regional commission reports and presentations. This part of the meeting gives individuals the opportunity to address the Council on any matter not scheduled for a public hearing. Prior to the meeting, citizens wishing to speak should sign up on the Town’s Web site at https://www.leesburgva.gov/government/mayor- council/current-council-agenda by 4:00 p.m. the day of the meeting or on the signup sheet in the hallway outside of the Council Chamber the night of the meeting. The Mayor will give anyone the opportunity to speak that did not get a chance to sign up. Petitioners’ comments are limited to between three and five minutes at the Mayor’s discretion. Public Hearings Certain Town business items can only be conducted after the Town Council holds an advertised public hearing. Certain major issues affecting the Town’s government can also be scheduled for public hearing at Council’s discretion. Adoption of the Town budget, rezonings, special exceptions and amendments to the Town’s subdivision and zoning ordinances all require a public hearing. Prior to the meeting, citizens wishing to speak at a public hearing may sign up on the Town’s Web site at https://www.leesburgva.gov/government/mayor-council/current-council-agenda by 4:00 p.m. the day of the meeting or on the signup sheet in the hallway outside of the Council Chamber the night of the meeting. The Mayor will give anyone the opportunity to speak who did not get a chance to sign up. Public hearing comments should be limited to the topic of the public hearing and speakers will be given between three and five minutes at the Mayor’s discretion. If you wish to speak at more than one public hearing, you must sign up for each hearing separately. Decorum A person addressing the Council as a petitioner, or during a public hearing, should advance to the podium when recognized by the Mayor and state and spell his or her name for the purpose of closed captioning. If comfortable doing so, speakers should provide their address for the record. Persons should also indicate whether they are representing anyone other than themselves. Decorum will be maintained. Statements, which are demeaning or defamatory to members of the public, the staff or the Council, are inappropriate and out of order. OTHER COUNCIL MEETINGS Work Sessions Council meets twice per month, or more often as necessary, to discuss items that are placed on the agenda at the desire of the majority of Council present. Items are typically discussed at a meeting at least two weeks into the future but items may be added in a shorter time frame in accordance with Council’s adopted rules and procedures. Closed Sessions Under certain circumstances, the Virginia Freedom of Information Act permits the Town Council to meet in a session where the public is excluded. This may be a discussion of personnel matters, legal matters, the acquisition or sale of property and other selected topics. The Council can only go into closed session to discuss topics specifically exempted from the open meeting requirements and all closed sessions must be properly noticed and appropriate Code sections cited as to the specific statutory authority to go into closed session. The notice must also include the general topics to be discussed. Only those matters in the adopted motion to go into closed session can be discussed and members in attendance must certify that only those topics were discussed when they return to an open session. TOWN COUNCIL AGENDA MATERIALS Council agenda materials are available to citizens by end of day Wednesday immediately preceding the set of Council Meetings. Council agenda materials are posted to the Town Web site at https://www.leesburgva.gov/government/mayor-council/current-council-agenda. Meeting agenda packets are available for public inspection in the lobby of Town Hall on Wednesdays prior to the scheduled meeting. Council agendas can also be viewed on the Town’s Web site at https://www.leesburgva.gov/government/mayor- council/current-council-agenda. 6 Council Work Session March 11, 2024 1 | P a g e Council Chamber, 25 West Market Street, Leesburg, Virginia, 7:00 p.m. Mayor Kelly Burk presiding. Council Members Present: Ara Bagdasarian, Todd Cimino-Johnson, Zach Cummings, Kari Nacy (arrived at 7:03 p.m.), Vice Mayor Neil Steinberg, and Mayor Kelly Burk. Council Members Absent: Patrick Wilt. Staff Present: Town Manager Kaj Dentler, Town Attorney Christopher Spera, Deputy Town Manager Keith Markel, Assistant Town Manager Kate Trask, Airport Director Scott Coffman, Community Development Director James David, Economic Development Director Russell Seymour, Parks and Recreation Director Rich Williams, Public Works and Capital Projects Director Renee LaFollette, Utilities Director Amy Wyks, Leesburg Police Major Vanessa Grigsby, Community Development Chief Engineer William Ackman, Public Works and Capital Projects Deputy Director Chris Kohr, Capital Projects Assistant Director Douglas Wagner, Finance Deputy Director/Treasurer Lisa Haley, Management and Budget Officer Cole Fazenbaker, Deputy Management and Budget Officer Tamara Keesecker, Senior Management Analyst Betsy Arnett, Community Development Sustainability Manager Deb Moran, Parks and Recreation Events and Outreach Manager Linda Fountain, Management and Budget Analyst Liz Weaver and Clerk of Council Eileen Boeing. Minutes prepared by Deputy Clerk of Council Lyndon Gonzalez. AGENDA ITEMS 1. Items for Discussion a. Energy Efficiency Conversation Strategy (EECS) Ms. Deb Moran presented Council with an update on the Energy Efficiency Conversation Strategy (EECS) for the Town. The EECS establishes goals to reduce energy use in the Town’s operations. By establishing the EECS the Town would be eligible to receive a Federal grant in the amount of $76,000. Council and staff discussed the item. It was the consensus of Council to move the item to the March 12, 2024, Consent Agenda. b. Leesburg Service Line Compliance Campaign Ms. Amy Wyks presented Council with an update on the Lead and Copper Rule revisions required by the Environmental Protection Agency, and previewed the Town's Service Line Compliance Campaign that will be sent out to residents to help Utilities gather the necessary information to comply with the October inventory deadline. Council and staff discussed the item. No further action is required for this item. 7 Item a. Council Work Session March 11, 2024 2 | P a g e c. Proposed Budget for Fiscal Year 2025 – Boards & Commissions, Leesburg Movement, Utilities Fund, and Initial Mark-Up Session Mr. Cole Fazenbaker presented Council with the proposed budget for the Boards and Commissions. Mr. Kaj Dentler presented Council with the Leesburg Movement’s request to add Saturday night street closures during the summer and the effect that would have on the budget. Ms. Wyks gave an overview of the Utilities budget for Fiscal Year 2025. Council and staff discussed the items. Council added and discussed the following items but deferred a straw vote on whether to include these items in the proposed budget.  double the Planning Commission, Board of Zoning Appeals, and the Board of Architectural Review stipends  add $3,000 for the Commission on Public Art  add $4,650 for the Diversity Commission  add a one-time $25,000 donation to LAWS Domestic Violence and Sexual Assault Services using Unassigned Fund Balance for the construction of a new facility  remove the $10,000 facilitator fee for the Council Retreat  direct any amount collected above $500,000 from speed cameras to address safety improvements in particular areas where the revenue was collected  use unassigned fund balance to study Catoctin Circle and East Market Street (traffic calming and safety improvements)  add a Performing Arts Commission starting in FY 2025  add $6,000 for Parks & Recreation Advisory Commission “Park Day” It was the consensus of Council to provide additional direction during the Council meeting public hearing on March 12, 2024, or at the final mark-up session on March 18, 2024. The budget adoption is scheduled for March 19, 2024. d. Zoning Ordinance Rewrite: Progress Report on Articles 1 through 4 Mr. James David presented Council with an update on Articles 1 through 4 of the Zoning Ordinance Rewrite. Council and staff discussed the item. It was the consensus of Council for staff to incorporate data centers as a special exception in the Zoning Ordinance rewrite. 2. Additions to Future Council Meetings a. Proclamation Requests i. A proclamation request was received to proclaim April Keep Leesburg Beautiful Month at the March 19, 2024, Council Meeting. 8 Item a. Council Work Session March 11, 2024 3 | P a g e It was the consensus of Council to add this proclamation to the March 19, 2024, Council Meeting agenda. ii. A proclamation request was received to proclaim May 5 – 11, 2024, Drinking Water Week in the Town of Leesburg at the April 23, 2024, Council Meeting. It was the consensus of Council to add this proclamation to the April 23, 2024, Council Meeting agenda. iii. Mayor Burk requested a proclamation for Leesburg Police Officer Victor Bendezu who responded to the scene of the house explosion in Sterling while serving as a Volunteer Firefighter for the Town be presented at the March 19, 2024, Council Meeting. It was the consensus of Council to add this proclamation to the March 19, 2024, Council Meeting agenda. iv. Mayor Burk requested a proclamation for the Ida Lee Park Recreation Center staff and patron for their heroic efforts in saving the life of a resident at the Ida Lee Park Recreation Center be presented at the March 19, 2024, Council Meeting. It was the consensus of Council to add this proclamation to the March 19, 2024, Council Meeting agenda. b. Future Council Meeting and Agenda Topics Mayor Burk requested a joint work session with the Airport Commission to discuss the planning for the 40 acres at the Airport. It was the consensus of Council to add this as a separate future joint Council/Airport Commission work session. Council Member Cummings requested a work session to discuss Airport Landing Fees. It was the consensus of staff to add this to a future work session. Council Member Cimino-Johnson requested a joint work session with Leesburg Movement to discuss their plans for the next several years. It was the consensus of Council to add this as a separate future work session. 9 Item a. Council Work Session March 11, 2024 4 | P a g e 3. Adjournment On a motion by Vice Mayor Steinberg, seconded by Council Member Bagdasarian, the meeting was adjourned at 9:05 p.m. Clerk of Council 2024_tcwsmin0311 10 Item a. Page 1|March 11, 2024 March 11, 2024 – Leesburg Town Council Work Session (Note: This is a transcript prepared by a Town contractor based on the video of the meeting. It may not be entirely accurate. For greater accuracy, we encourage you to review the video of the meeting that is on the Town’s Web site – www.leesburgva.gov or refer to the approved Council meeting minutes. Council meeting videos are retained for three calendar years after a meeting per Library of Virginia Records Retention guidelines.) Mayor Kelly Burk: Tonight's Town Hall, Town Council Work Session of March 11th, 2024. Our first item for discussion tonight is the Energy Efficiency Conservation Strategy. Hello. Deb Moran: Hi, everyone. [inaudible] and I am the Sustainability Manager for the Town. I haven’t seen you all since October, so I just don't want you to forget who I was. Today we're going to be talking about our Energy Efficiency Conservation Strategy. I'm really quickly going to go over why we're here and why we're talking about this now, what the goals are as drafted by the sustainability committee, and then really what they actually mean. Then we'll go forward with recommendations and have time for questions. The Energy Efficiency Conservation Strategy establishes goals and targets to reduce energy use in Town operations. It directly aligns with chapter five of the Town Plan. I do want to note that setting these goals doesn't mean that we're going to be in any trouble if we don't hit them. That's what we mean by non-binding. The reason we're talking about the Energy Efficiency Conservation Strategy and associated goals now is because it is a requirement to receive Federal grant funding. The Inflation Reduction Act of 2022 established what they're referring to as the Energy Efficiency Conservation Block Grant Fund, which is formula funding that allocates $76,000 for the Town of Leesburg to use for energy efficiency and alternative fuel initiatives. Again, in order to receive that funding, we have to have goals established. The benefit is that, while we're establishing these goals specifically for this funding, having goals tends to be a requirement for most grant applications anyway, so it puts us in a good spot. Here are the draft goals, and I'm going highlight some key phrases, and then we'll get a little bit deeper into what they mean. So we established, we identified the goals and we put them in two different categories. You may recall from our presentation in October that wastewater and water treatment operations, our Utilities team, they use the biggest chunk of energy and they are the hardest to get energy reduction initiatives done for. We wanted to separate those, that amount of energy from the rest of Town operations so that we wouldn't lose the good stories and the good benefits from all the other work that we're doing, getting them swallowed up in that big number. For Town operations, our goal is a 50% reduction in purchased energy. I want to stop and highlight, purchased energy refers to anything that we're getting from the utility. If we were to generate our own renewable energy, it would count towards that reduction. 50% reduction in purchased energy from government operations, from the business-as- usual projections, and I think this is what we might lose some people. The business-as-usual projection is making the assumption that we did absolutely nothing to be more energy efficient, but we still have more people to serve and more things to do in that nature. We got to that through a standard calculation. We'll talk a little bit about that when we get to that particular slide. It's a 50% reduction in purchased energy for government operations from a business-as-usual projection by 2050. Our second goal for Town government operations is a 40% alternative fuel vehicle adoption for our non-emergency response vehicles. We defined, I'm going to read this one so I don't mess it up, emergency response vehicles as those needed to function for a continuous 24-hour period in prevention or response to emergency situations. This is going to talk about our police vehicles, our on-call maintenance vehicles, things that we use in emergency operations. Then our wastewater and water treatment operations goals include a 10% reduction in purchased energy, again, going back to purchase energy for our utility’s operations from that business-as-usual projection by 2050. There also have goals to upgrade our existing SCADA systems with remote 11 Item a. Page 2|March 11, 2024 telemetry to more efficiently operate our water and wastewater operations. Then we're going to prioritize energy-efficient products for utilities equipment replacements, improved pumps, and motor efficiency by correcting pump sizing, upgrading to premium efficiency motors and variable frequency drives. That was a lot of words. We'll get into what those actually mean now. This is where I'm hoping I don't lose any of you. This is what our business-as-usual projection looks like. I'm going to, hopefully, be able to draw on this. This line right here, is our baseline of energy use. That is the amount of energy, actual energy, we used in calendar year 2021. That's what we shared with you in the progress report that we presented in October. This number or this line represented with the blue coloring is what we anticipate our business-as- usual energy use to be with the continued growth in the community. This number comes from standards provided by ICLEI Local Governments for Sustainability and the methodology that they use based on population growth. That's what we anticipate if we did absolutely nothing to be greener, what we would be using in terms of energy. Our goal being a 50% reduction, puts us down to here, which is where our energy efficiency conservation goal is. That is a 25% reduction from where the baseline is but a 50% reduction overall. I'm not seeing too many shaking heads, I think I might have you with me, which is very exciting. [chuckles] We understand that this is not going to be a perfect straight line up or this might not be a straight line down. It might look more like this, but it is just giving us a better idea of where we want to be and what we think is achievable. Our next goal is related to fleet vehicle use. Our fleet team has identified 35 vehicles as being non- emergency vehicles that could transition to alternative fuels. This is one thing that we wanted to highlight as a cost-effective solution for the Town because we are eligible for a clean vehicle elective pay, that's $7,500 per vehicle. We've also partnered with Virginia Clean Cities Coalition to get money back for the cost difference between an internal combustion engine and a brand-new EV. This is a great program that we've gotten a chance to take advantage of. [crosstalk] Mayor Burk: Excuse me for interrupting you. You said 35 non-- Deb Moran: Non-emergency vehicles. Mayor Burk: But only 14 of them are using alternative energy now. Deb Moran: That's the goal, 40% so 35, 14. Mayor Burk: 14. We're trying to get 14 of the 35, using-- Deb Moran: Yes. Mayor Burk: Okay. I thought you misspoke but now I understand. Deb Moran: Nice. [chuckles] Going back to this chart, this business-as-usual projection and goal chart, this would be for utilities, and this is representing a 10% reduction from the business-as-usual. The business-as-usual, is represented by this red line. This accounts for increasing usage by more population and stricter standards that might be coming in terms of how we have to treat the water. That's why we're looking at this 10% reduction right here and that is acknowledging that there may be a growth in energy use over time for that particular area. Then our last two goals are much easier to talk about and much easier to understand. By 2026 or FY 2026, we want to be using remote telemetry for more efficient operations, which basically means we want to be able to monitor our pump stations in our different wastewater utility operations tools remotely so that we don't have to drive out to them to see what's going on, and then prioritizing more energy efficient products to improve pump and motor efficiencies. Again, just putting energy efficiency at the forefront of the things that we are hoping to do. 12 Item a. Page 3|March 11, 2024 With that, because staff drafted it, of course, staff recommend the approval of the energy efficiency conservation strategy to establish goals and targets for reducing energy consumption in government operations. The Environmental Advisory Commission does endorse this goal. With that, I finished earlier than 10 minutes, which I'm very excited about- [laughs] Mayor Burk: [crosstalk] Deb Moran: -I'm happy to take any questions. Mayor Burk: Are there any questions on this? Vice Mayor? Vice Mayor Neil Steinberg: Thanks, Deb, for the presentation. What is a realistic approach then for this 50% reduction? Now that I see that it's actually a 50% reduction of what we might expect to be doing by 2050 as opposed to what we're doing now, so that's less aggressive. I'll put it that way. Deb Moran: Yes, it's less aggressive for sure. [laughs] Vice Mayor Steinberg: What are realistic approaches then to achieve that 50%? Deb Moran: It's twofold. One thing that's really going to tell us how we're going to get there is how we're planning on spending this Federal grant allocation of 76,000. We're planning to use it for energy audits that will tell us exactly what we need to do and what those reductions will be. They'll also give us return on investments for doing those types of activities so we'll get a better idea. Also, there's a lot of solar potential in different areas and because we have that purchased energy caveat, we could definitely make 2 kilowatt hours of energy produced there. It's a two-pronged approach. Vice Mayor Steinberg: That where it gets to my second question, which was 76,000 is not a lot of money in this area. Deb Moran: Correct. [laughs] Vice Mayor Steinberg: The question was how would we anticipate spending those dollars and what you're saying is we would use them to audit? Deb Moran: To do what's called the energy audit, and that would help us understand how to best allocate funding for future projects. Those energy audits all come with an ROI for the particular project that you do, so we'll know we can present to you, "Hey, this is going to take us five years to get our money back. This is going to take 25 years. Maybe we don't take this approach at that point." Vice Mayor Steinberg: We might anticipate alternative fuel vehicles will come at a much higher cost, solar projects at a much higher cost and so-- Deb Moran: Yes. Vice Mayor Steinberg: Okay. And how would, in terms of the utilities, would we hope to see the majority of that reduction coming from non-purchase energy uses? Is that what we- or more efficient pumps I guess as well [crosstalk] Deb Moran: Yes, the more efficient pumps and getting a better understanding of exactly what's being the biggest energy hogs and seeing how we can be more efficient, but we do have quite some time to figure out exactly the best way to do that in terms of 2050 being the ultimate. Vice Mayor Steinberg: When do we have to have formulated some sort of program in order to qualify for the funds? Deb Moran: The Energy Efficiency Conservation Strategy, once we submit that, we are going to get our $76,000 because we're submitting it, saying we're going to use it for energy audits to help expand our Energy Efficiency Conservation Strategy. We'll get it as soon as we do that. [laughs] 13 Item a. Page 4|March 11, 2024 Vice Mayor Steinberg: Thank you. Mayor Burk: My question center around the fact that perhaps I don't understand exactly what you're talking about because it doesn't seem like-- Are you going to do a study of this building? Deb Moran: An energy audit would cover all of the buildings, so it helps us get a better understanding of what's going on in each building and what needs to be upgraded in order to achieve the most energy efficiency. Mayor Burk: So, if they said, if they came back and said, your windows, the windows need to be replaced there, that would be one of the considerations? Deb Moran: Yes, they'll probably talk about things like HVAC systems. HVAC systems are very expensive to replace. They would tell us replacing this HVAC system will result in this much energy savings over this period of time. Mayor Burk: Okay. 2050 seems awfully far away. Deb Moran: Yes. [laughs] When we were building the Energy Efficiency Conservation Strategy, we took the goals or the suggested goals from the Federal government's draft strategy for us. That's where the year 2050 came from. You'll know in the fleet vehicle goal is the only one that we modified because our number of fleet vehicles was relatively low. We made that goal based on our asset replacement cycle with a little bit of buffer built in. Mayor Burk: Okay. Oh, I'm sorry, Mr. Bagdasarian, [crosstalk] I didn't see that you had your light on. [laughter] Council Member Ara Bagdasarian: Yes. [inaudible] like I am not even here. I understand how it works. Mayor Burk: I'm so excited to ask questions. Council Member Bagdasarian: Man, I'll tell you. I appreciate this. The one question I do have is as far as the technologies to reduce the purchase energy by 50%, I mean, is the primary approach utilizing solar or are there any other emerging technologies? What role does solar have in this whole strategy? Deb Moran: Yes, solar can be a very significant opportunity. I don't think I got to meet you in October. [laughs] We talked a lot about some of this solar potential for the Town, but we're also looking at things like geothermal or biogas, being able to take some of our waste products to see if we can turn them into energy back at Wastewater and Utilities. There's a lot of different opportunities there and emerging technologies, and solar are going to be very important. Council Member Bagdasarian: Great. Thank you. Mayor Burk: All right. Are there four people that would like to see this on the consent agenda for tomorrow? Everybody. All right. Thank you very much and keep that up, being brief. [chuckles] Our next item is the Leesburg Service Line Compliance Campaign. [background conversation] Amy Wyks: About halfway through the presentation, anticipation. Good evening, Madam Mayor, Vice Mayor, Members of Council. My name is Amy Wyks, Director of Utilities, and tonight I'm here to give you an update on the Lead and Copper Rule revisions and the Town's Service Line Compliance Campaign that is required from the Environmental Protection Agency, otherwise known as the EPA. Back in 1991, the EPA published what was called the Lead and Copper Rule. The goal at that time was to control lead and copper in the drinking water. In 2021, they did a Lead and Copper Rule 14 Item a. Page 5|March 11, 2024 revisions, which are now known as LCRR. There is a deadline that all Utilities are required to meet October of this year. As part of the deadline, we have to do three things. We have to submit our service line material inventory for the system, provide a replacement plan in the event that there is lead, and then also submit a sampling and monitoring water program plan. The objective of the rule revisions from EPA is to require the Utilities to have a service line inventory, know what's out there. Identify the lead service lines in the event that there are lead service lines to have a replacement plan. Increase sampling and monitoring, for the last, since 1991, when it was originally proposed, about every three years we've been doing sampling for lead and copper. This is enhancing the sampling. Adding daycares in schools, we're going to continue public education and outreach. Then corrosion control we're already addressing at the water treatment facility. What is a service line? A service line is the water line that's from the Town's water main to the house. We have the utility side, so the Town owns from the water main until the water meter, and then from the water meter across the property into the interior of the home is the customer side. You have two sides related to the service line, so we need to know the material on both sides. From the service line inventory standpoint, we need to establish and obtain a comprehensive and accurate inventory of all water lines in the Town from both the public side and the private side. From the public side, we're able to look within the meter box itself and to see what materials in there, but obviously from the private side, that's where we're going to need our customers. Then we're going to classify in three different ways. It's either going to be lead, non-lead, or galvanized. Galvanized is going to be similar to lead that it will potentially need to be replaced. So with that, we started with an inventory of over 17,000 of our accounts and then we were able to classify 15,196 of those. We classified them through Loudoun County plumbing records, building permits. Pretty much around the time of 1979 is when they stopped using lead. That was a cutoff, so we looked at houses built before 1979 and after, and then again building records and permits. With that we've been able to narrow down just under 2,000 service lines that have an unknown material classification at this time. What we're kicking off tonight with Council is our Service Line Compliance Campaign. We've developed this campaign in order to request our customers to help us comply with the inventory deadline. We've created a logo and a little signature there. We have a web site that will be kicked on, launched off tomorrow. We have a survey and then public outreach documents. That's what I've provided with you in front of you tonight. In the event that the packet that you received has your name with your physical mailing address, that means we need your compliance. You were one of those 1,900 that we need to hear from. In the event you do not have your physical mailing address and where you reside, then that means your house has been built after 1979 and we've been able to classify your material. With that, in step one, we're going to start sending letters to those that we need assistance with. Again, if you look at this map here, this concentrates where we're looking at. Obviously, this is some of the older areas in Town, Downtown, Country Club, and those subdivisions there. Again, we're going to send a letter explaining to the customers that we need their help. We're doing this as part of an Environmental Protection Agency requirement so that the Town is in compliance. We need to hear from them. There's an insert, a glossy insert in there, that's front and back that helps them to understand what we need from them. We're also going to send a postcard in a couple weeks after we send the original letter to get their attention. Again, we're trying to make it easy with the QR code. Then tomorrow we will be launching on the web site the ability for them to complete the survey and more information about the survey. The survey is GIS based, so again, they'll zoom in to find their address and then what they'll see is that if there's a blue dot at their address, that means we need them to complete the survey. In the event that it's a green dot, green means good to go. Staff is available to assist customers with completing the surveys as needed. With that, we have a short little video here that will be posted also on the webpage that helps our customers, in order to comply and support us. 15 Item a. Page 6|March 11, 2024 [silence] Unidentified Speaker: Can you hear it? Amy Wyks: No. Unidentified Speaker: There it is. Amy Wyks: [laughter] Mayor Burk: While we're waiting, can I ask questions of you? [laughs] Voiceover: Thank you for participating in the Town of Leesburg Service Line Compliance Campaign. We're here to show you how to locate your service line [inaudible] Mayor Burk: We can't hear that. Voiceover: Thank you for participating in the Town of Leesburg Service Line Compliance Campaign. We're here to show you how to locate your service line, identify the material, report the findings, and submit the data to us. [crosstalk] If your home or business is built 1979, Kaj Dentler: Mayor, we'll provide, by email link, we'll provide you this video so you can watch it because none of us can really hear this tonight but it's good for you to get this information. We'll make sure we get it to you. Mayor Burk: Okay. Amy Wyks: It's part of the campaign. It'll be on the campaign webpage tomorrow. Mayor Burk: Okay. Amy Wyks: Again, I stated that there's a deadline for October 16th where we're required to submit three things to the Virginia Department of Health. The service line inventory with the most up-to-date information on what we know, a replacement plan, and then the water sampling and monitoring plan. I want to highlight some additional future actions. Even after the compliance deadline of October, we're going to continue to reach to the customers and educate those accounts that were unknown material. The EPA mid-year of this year, they're going to announce instead of having LCRR, they're going to introduce the Lead and Copper Rule Improvements. We'll have to understand what the LCRI is going to require and report back at that point. We're going to continue compliance testing. The next round will start in January of 2025 with those additional sites, including schools and daycares. Then there's the implementation of the replacement program for any lead service lines. We will be coming back to Council related to any potential funding options and sources related to private lines. With that, I also, tonight, have Russell Chambers with me, the Water Supply Manager at the wastewater or at the water facility in the event you have any questions for him. Mayor Burk: Russell gives great tours for the Mayor for the Day. [laughs] Amy Wyks: Mayor of the day. [chuckles] Mayor Burk: I have a couple-- Well, go ahead, Mr. Cummings. Council Member Zach Cummings: Are you sure? I just have one question. If a resident is testing those of us who got our address on the envelope and it comes back that it's a lead line from the street to the home, who's in charge of taking care of replacing that line? Amy Wyks: That will be part of what we're going to look at with the replacement plan as we understand the inventory. We will be coming back to the council to understand what that looks like from that standpoint. Different jurisdictions are doing different things, so we're evaluating and understanding that. 16 Item a. Page 7|March 11, 2024 Mayor Burk: I'll get back to you in just a second. To continue with that line of questioning, do you anticipate that residents will have to pay to replace that line from the street to the house? Amy Wyks: The line from the meter to the house is private property. Again, that will be something we'll be coming back to the council with as we understand what that looks like and looking for your input and determination on how that will be handled. Mayor Burk: For some people that could be quite burdensome to be having to do that. Vice Mayor? Vice Mayor Steinberg: For the very first slide, it says lead and copper. To what degree are we concerned about copper lines then since most contemporary construction involves copper lines in the house? Amy Wyks: Yes, it still has lead and copper related to the rule from the EPA but this is focusing on lead and galvanized for this particular time. Vice Mayor Steinberg: Okay. Amy Wyks: Do you want to add? Russell Chambers: I can expand a little bit on that. Copper levels are very easily controlled through the treatment process. Some of the things we do with the water plant suppress that corrosion. I would say generally that copper is not an issue for most waterworks, including ours. Our levels are going to be well below the standards. Copper is an essential element. I think if you take a multivitamin, it's probably got copper in it. It's just staying below that set that MCL, maximum contaminant level, and we're well below that. Lead is the bigger concern from the health standpoint. Vice Mayor Steinberg: Since we weren't able to take advantage of the, well, I'm sure it's a spectacular video, how do you determine if you have a lead line from the meter to your house? Amy Wyks: The video does address that and lets the customer know how to find, because some people may have it in their basement. It's usually they're going to want them to go where their water shut-off valve is. In some cases, it could be in the crawl space. That's part of what the video's showing them. It's letting them know that having a coin and a magnet available in order to do the test and to complete that. It's part of the video, as well as the insert, the two two-page glossy that was provided here. It outlines it also and says if the magnet's sticking, then it's this and that type thing outlines that for the customer. We are available for any questions. Vice Mayor Steinberg: All right. Even though my address is on here, I don't have to leave now and go test. That [crosstalk] Amy Wyks: You don't have to do it right now. Vice Mayor Steinberg: [laughs] Thanks. Mayor Burk: I do have to say thank you. I forgot to take my vitamins so that reminded me. Thank you. All right. We all look forward to hearing more information. Oh, I'm sorry. Council Member Cimino- Johnson. Council Member Todd Cimino-Johnson: Thank you, Madam Mayor. Thank you, Amy, for your presentation. I just do have one question. If I don't know what a QR code is and I don't have an email, what do I do? Amy Wyks: There's a phone number on there both in English and Spanish that they can reach out to us and we'll support them. Council Member Cimino-Johnson: Okay. You'll do it for them. Okay. Thank you. 17 Item a. Page 8|March 11, 2024 Mayor Burk: Thank you. Our next item for discussion is the proposed Budget for Fiscal Year 2025 - Boards and Commissions, Leesburg Movement, Utility Fund, and Initial Mark-Up Session. Kaj Dentler: Madam Mayor as staff is coming up. On the Boards and Commissions, there's really four parts to the discussion tonight. First is on Board and Commissions, items that I included in the proposed budget, items that I did not include in the budget. Just for clarity's sake, the reason some of the items that I don't include in the budget for Boards and Commissions if there are new requests, generally, I feel that's your decision since the Board and Commissions work for you. The second item is to address the request from Leesburg Movement, closing Downtown on Saturday nights. The third item is Utility Fund. Everything in the Utility Fund is consistent with what you already approved in the guidelines. There's nothing new. There's no deviations from that. It's exactly what you approved just a few weeks, short weeks ago. The fourth part is your initial mark-up, if anything you want to add or delete, reduce as part of the budget, since the budget schedule is set for final approval next Tuesday. Due to the spring break week, we've moved things up. Anything you can tell us tonight is only helpful for us to be able to get it done in a very short timeframe, to meet all of our deadlines. The way we've set it up for tonight, if you're comfortable with is go through each section, go through the Boards and Commissions, stop, see if you have questions. It's easier and I think it'll be more compact for you to be able to make good decisions. That's up to you if that's how you wish to do it. Mayor Burk: Sure, that's fine. Kaj Dentler: Okay. Cole? Cole Fazenbaker: Good evening, Madam Mayor, Council Members, members of the public. My name is Cole Fazenbaker. I'm the Management and Budget Officer for the Town. Tonight, we're going over the second budget work session for the 2025 budget. As the Town Manager mentioned that we have three different sections, the Boards and Commissions, the Extended Sidewalk Dining, and then the Utilities fund, and then our first Mark-up Session. There are 13 Boards and Commissions that are funded in the proposed 2025 budget at approximately $205,000, which is an increase of $11,000. That $11,000 is comprised of $7,500 increase in the Planning Commission. That is for required training related to the State code. It's historically been absorbed by the Department of Community Development, but this budget it's explicitly budgeted in the Planning Commission. Then, also, a $3,500 increase in Board of Architectural Review. That's also for required training as outlined by the BAR bylaws and it's historically been absorbed in other lines. Again, that's just explicitly budgeted in the '25 proposed budget. What's not included in the proposed budget as the Town Manager just mentioned are Commission things related that are new and also stipend increase. The Planning Commission is requesting a 33.75% increase, and that's really just tracking with the CPI. Also, the last adjustment was in 2013. The Town also has two other legislative bodies, the BAR, the Board of Architectural Review, and the Board of Zoning Appeals. If those were increased by the same percentage, they would have $9,211 fiscal impact for BAR, and then for BZA, it would be $2,180. Also, not included in the proposed budget is $3,000 for Commission on Public Arts, and that's for more art projects, and about $500 more to the calendar project. $4,650 for the Diversity Commission, and that's for web site language support. Then $6,000 for the Parks and Recreation Advisory Commission, and that's for a Park Day, which would be for all Commission Members and their guests, as well as Council for an event similar to an employee picnic. With that, I'll close the first section for questions and discussions. Mayor Burk: Anyone have any questions at this point? I do. [laughs] Anyone else at this-- Thank you. Clarify for me so that I make sure that I understand. The staff recommends that the Boards and Commissions receive the amounts that you stated? Cole Fazenbaker: Correct. 18 Item a. Page 9|March 11, 2024 Mayor Burk: That's included in the budget at this point? Cole Fazenbaker: That is not included in the proposed budget. The only two things that are included in the proposed budget are the staff training or the Commission training. Mayor Burk: Which is required. Yes. Cole Fazenbaker: The stipend increase is not included in the current proposed budget. Mayor Burk: The Diversity Commission $4,600, that's not included? Cole Fazenbaker: That's not included. Mayor Burk: The Planning Commission hasn't had an increase since 2013. Your proposing, they're proposing a 33% increase. When I looked at this, I was thinking more in terms of more of a 50% increase. The amount of time and effort that they put into their review of all these projects, to me, is a very high burden for them to attend all these meetings, to go through the process, to understand the plan, to make sure that they're applying it. When they're done, they have brought forward proposals, projects that are really very well done, very worked up for us so that we don't have to go into the weeds as much as they do, which I really and truly appreciate. I do think expecting them to do all of that for $3,750 for the Chair and $3,600 for the Commissioners is not sufficient anymore. I would like to see that it be moved up to a 50%. They would go up to-- well I'm not going to add it up right now, but it would increase more than you're asking. Cole Fazenbaker: We can include that in the mark-up session if you'd like- Mayor Burk: Wait till then. Cole Fazenbaker: -at the end. Mayor Burk: Do you know how much? I guess, I'll wait till the mark-up session because you're going to include all these amounts in there. Cole Fazenbaker: Yes, we can do that. Mayor Burk: Okay. Kaj Dentler: Can I ask a procedural question? Cole is Tamara, are you loading that item into the calculator now so that when we get to the mark-up, you have everything so they see the impact? Cole Fazenbaker: Yes. I have a backup slide. That was part of the budget packet question, so we did do that math already. We have all that impacts already for the-- Kaj Dentler: Okay, but I was looking more if you're adding it now, they just can't see it until we get to the-- No, okay. All right. As long as you're keeping a tally of what they're bringing up, we can add it in quickly, so we don't get tied down into trying to type in the information mark. Mayor Burk: That's important [laughs] because we most certainly want to be efficient as possible. Mr. Bagdasarian? Council Member Bagdasarian: Yes. I think that does make sense. I can't wait to see that in our spreadsheet, to look at that whole impact because it's been a long time. Could you just explain a little bit more what the idea behind the Park Day is, or what the thought is behind that? Kaj Dentler: The Park Day, has been described to me, and the intent, is to basically have another type of networking event that would be more of a picnic or outdoor affair for Boards and Commission Members, Council as well, similar to what we do in April, but less more of a fellowship or opportunity to be together versus specific meeting function. 19 Item a. Page 10|March 11, 2024 The reason you see at the bottom of that point under the Parks Commission, staff impact, staff has no opposition to the event. You'll hear the same theme in the next topic, is if staff is being asked to put on another event, we feel that you are impacting our ability to continue to provide that as things continue to cumulatively pile up, putting myself in a position that eventually we're going to have to ask for more staff to do it. It's a great idea. We're not opposed to the money, but if the Parks Commission or someone else is going to put the event on, staff is not opposed, if the direction is for us to do the event, we'll do it, but in the future, based on how things are piling up, I'm going to have to ask for more resources. It isn't just about the money. It is about the people. Council Member Bagdasarian: Right. Exactly. The human resources behind that. How would we be able to gauge the impact on staff resources when evaluating this? Kaj Dentler: How can we gauge the-- Council Member Bagdasarian: How do we evaluate the staff impact on this request or any other request? Kaj Dentler: First off, it's like any type of event planning. What's the project? What's it going to take to put it on? What's the pre-planning? What's the planning the day before? What's the amount of work that you have to do during the event, the setup, the event management, the cleanup? Staff is very good at being able to project out what that impact is. It's a little sketchy in the sense of, at this point, of what is the event. How many are we talking to our event. What's the amenities? It's really a Parks and Recreation Advisory Commission question of what is their intent. I'm describing to you as best I understand the request. Council Member Bagdasarian: Yes. I think it'd be obviously useful to have an actual proposal that outlines what are the costs, what are the staff impacts from a time perspective, how this will impact everything else as an overall proposal for any request like that. Thanks. Vice Mayor Steinberg: Couple follow-up, Madam Mayor. Mayor Burk: Oh, yes. I'm sorry. Vice Mayor Steinberg: Same topic. Did the Commission in any way indicate that they were prepared to or could they actually be prepared to or could they actually be prepared to put on this event on their own or would we absolutely require staff in the end? Rich Williams: When the Commission brought this topic up and discussions for it, I made it clear to them that this would be an event that they would have to run, they would have to produce. We could provide some minimal logistical support, supplying chairs, tables, et cetera, but this would be on them to plan. I would process the financials for them, but this would be on them to plan, and to implement, and to wrap up. There would be, if all that goes as planned, knock on wood that it would, but it would only at that point, involve day of staff supervision other than the logistics of bringing over the tables and chairs. Vice Mayor Steinberg: Okay. Thank you. Rich Williams: The key is that they indeed do the planning and do the implementation of the event. Mayor Burk: Interesting. Okay. Cole Fazenbaker: The next section is the Extended Dining request. Kaj Dentler: I'm going to ask Kate if she'll move the slides for me, but I'll do most of the presenting on this one. This is a request for Leesburg Movement to close the streets on Saturday nights during the summer. As you know, we've done that in the past and we're already closed on Friday nights. Last year, Council had this discussion and it was decided to remain with Friday nights only based on the data and the amount of usership that was occurring. 20 Item a. Page 11|March 11, 2024 Obviously, last year we did not have a Saturday, and so the staff recommends that we remain on the Friday, versus extending it to Saturday. There's really four main points, a little bit of a common theme. One is that we just had that discussion again, and last year at this, we decided to stay with Friday nights. We also think that Leesburg Movement should be considering something that is an alternative for programming on Saturdays versus doing the same thing both Fridays and Saturdays. The idea being increase the market in the draw to Downtown by doing something different versus doing the same thing two nights in a row through the summer. The impact to the staff is significant, and I'll show you a slide on that later. Obviously, it costs and it has an impact, but it's really our staff resources. We haven't been increasing the staff, but we are increasing the amount of events and responsibilities that we have. The third point really is, my opinion, the Town and Leesburg Movement are going to have to have some strategic conversations. We all support the Main Street Program, we want to see that happen and be successful. They're doing some really good things, and there's a great future ahead. If the arrangement to be is going to require or need the Town to be the backbone to make some of these things happen in the sense of setup, clean up, operations, et cetera, even the pre-planning, there is a significant financial cost to the Town that we've got to process. Every event is a little bit different, but some of the events that we work with takes significant amount of administrative time long before this event ever seen by the public. Discussion on what's the relationship and the expectations. If we want to make an investment great, but just continuing to do it piecemeal is a concern to us. The next slide, what am I talking about? This gives you some idea of the growth of events, and activities that are occurring in the Town. Again, this is not one singular event. It's a cumulative effect, and we see more and more coming. It's a great thing. That's part of what makes us successful. We're trying to make these events and activities happen with the same resources. You can only pay someone so much in overtime before they say, "No more. I don't want to do it. I can't do it," et cetera. Want to mention in the bottom left almost about Leesburg Movement St. Patrick's Day, that's not happening, but the amount of administrative time that staff has already spent to discuss that program and work on that program has been completed. It takes away from the staff's core responsibilities of our own events. Just process how that-- we still have our own jobs to get done, our core functions, and there are more great events that are being looked at. Some of these things occur every year. Some are smaller. Some are bigger. Some every other year type of thing, but this is intended to show you a significant amount of growth and activities in our quality life, again, a great thing, but a challenge. The next slide, I believe shows the cost. Kate, correct me if I say this wrong. Option number 1 is the proposal for Leesburg Movement to have both Fridays and Saturdays. The extra cost is $21,500. We've already anticipated doing the Friday night so that's- but the total cost is $37, 800. The new cost if we approve the Saturdays is an additional $21,000, all in overtime. Council Member Cimino- Johnson asked a question, one of his budget questions that he forwarded to us was, "Does it really take for people to run the event the night of?" The answer is, yes. We've all seen incidents that have occurred on public events. We've seen cars driving through barricades, saw horses in reality. It doesn't take much for a person to do some significant damage. The best practices of events and street festivals have completely changed over time. There are two Officers that are stationed there. Public Works employee and Parks Recreation employee. We have to prevent someone from driving through but we also have to be able to open the roads quickly should there be a fire if rescue has to come through. Parks Recreation staff are there to be able to manage the events, customer service issues, communications with the businesses, the public, et cetera. To provide it in a safe environment, the answer is, yes, we do need those staff, but those are all overtime dollars. Again, it adds on to the core responsibilities. At some point, staff burnout occurs. Our staff will make this work is the short story. If the Council wants to do it, we will make it work. I'm going into a position where I'm being pushed if I'm going to have to ask for more staff. Council has expressed a desire to keep the tax rate the same, some want to reduce it. We have staff that make things happen or make the quality of life important. That's why I put the compensation package forward to you for their performance evaluation and a COLA and I hope the Council will 21 Item a. Page 12|March 11, 2024 approve that because it is the staff who are the ones who are making this work. It should not be discarded in what we're doing. We have concerns. We're not opposed to it if you want to do it, but we think it should be something different. If you want to do the same thing, that's fine. We also need a strategic discussion with Leesburg Movement of where are we going and how much is the Town going to put in to the game to make things work. Just bringing that to your attention. I think that is the core presentation on this particular item. I'm happy to answer any questions that you have. Mayor Burk: Anyone have any questions at this point? Really? St. Patrick's Day Festival, we couldn't get going? [laughs] Kaj Dentler: I don't think it's quite ready for prime time. [laughter] Mayor Burk: We think that would be up on top, first-- Kaj Dentler: Yes. Mayor Burk: Okay. Mr. Bagdasarian. Council Member Bagdasarian: We do our own St. Patrick's Day Festival. Even the prior requests, what rubric or mechanism do we have to evaluate the proposals or events that require either financial commitment or staffing involvement? Is there a way that there's some format or some valuation tool that exists that we can use to evaluate proposals? Kate Trask: Certainly. Any event that comes to the Town fills out an event application to get a permit. We take that based on what that event organizer is looking to hold. Is it a street closure? Does it have alcohol that requires perhaps additional security? Is it an overnight event? We get that. Linda Fountain, the Event Manager, basically walks event organizers through this application process so that we can get as many details as possible from the event organizer. That tells us how many staff we need, and then we can price it out from there. It sounds rather simple, but we bring the whole community events committee together, Public Works, PD, Zoning, the Park staff, Economic Development, and our PIOs all sit and review applications. We make sure that we've covered all of our bases, and then we give that proposed cost to an event organizer. Some events won't have a cost because they're on private property, but that goes to the point that there's administrative services that we do so that, for instance, the Village might put on, say, their Ice Sculptor Festival. That's on private property, but Linda still does that work to make sure that all of the needed zoning permits or fire marshal permits are needed. Is it a high-risk activity that we might need to engage our police in? There's definitely a vetting process. Kaj Dentler: I think it's important to note that a lot of the potential event organizers who want to do an activity big or small often don't know what they're doing. They have a great idea and they want to do something special --[laughter] Council Member Bagdasarian: Are you pointing your finger at me? Kaj Dentler: Not you, of course. Council Member Bagdasarian: What are you doing? [laughter] Kaj Dentler: They don't understand the process. They don't understand how fire and rescue has to get through, how it impacts the businesses or the churches, the community, et cetera. It takes often a lot of time from staff to walk through that process to realize as Council Member Bagdasarian you'd 22 Item a. Page 13|March 11, 2024 recognize with Crossroads just closing the street to set up the Courthouse lawn was a significant discussion that was required and logistics to be worked out. There are challenges with that, and that may eat up a lot of the staff time that ends up with no event or with another event. I know there is one event that's been proposed for a marathon in Town. If you can imagine a marathon running through Leesburg or most of Leesburg, that's a pretty significant manpower/womanpower event that we may not be able to make happen, but we go through the process, and that eats up a lot of administrative time. Council Member Bagdasarian: I'd love to see Leesburg Movement where this fits into an overall plan. Actually, this is closing the streets on Saturday, part of this broader integrated approach for the Downtown driving traffic to the Downtown. I think that would help in that whole decision-making process. Thanks. Mayor Burk: Vice Mayor. Vice Mayor Steinberg: Yes. As we know, we did have this discussion already, and based on data available, we determined that it really wasn't effective to have street closings beyond the number we finally decided on. I'm just curious, does the Loudoun Movement or even the EDC have additional data upon which they're basing this request or is this just something they think might be a nice thing to do in effect? I don't know if Russell has any comments about that if he knows what they base their decision on. Kaj Dentler: I have not seen any data presented from Leesburg Movement or anyone else, EDC included, that has challenged the data and observations that staff has had for the last couple of years on the Friday/Saturday. Am I correct? Kate Trask: The only data that I believe John Papp, when he petitioned the Council to consider this request, that the Leesburg Movement had the street closure survey that they had done that they provided to Council, it's not necessarily data what the Saturday impact is, it's more about the overall feeling of businesses and their-- It's both positive and negative comments are in there, but that was more about their feeling of whether it helps their business or not, but not hard data. Vice Mayor Steinberg: Okay. If I understand what the Town Manager said, even if for example, as has happened in the past where private interests were footing the bill, it's still a burden on staff. Regardless of the actual cost for certain things regarding the event, the staff time comes in no matter what. Is that correct? Kaj Dentler: Correct. Vice Mayor Steinberg: Okay. Thanks. Kaj Dentler: One event that has shown great success, I believe, is the Halloween event in Downtown. It's grown and grown and grown. We didn't use to close the streets, but because of safety concerns, now we do. That's a staff impact. It's great for the Town, and we're happy to do it, but there is a cost. Cumulative again, these pile up. The number of staff are not increasing. We keep going to the same well, and so that's really the concern. Really, our recommendation is let's get engaged with proactive communication with the Leesburg Movement. Let's begin to talk about the things they want to do that we can do and how do we work together. Mayor Burk: Okay. Mr. Cummings? Council Member Cummings: I just want to make sure I'm using the right number. The amount that for just the Friday evening that we already have anticipated, where is that money coming from? Kaj Dentler: The money that we've already budgeted? Council Member Cummings: Yes. 23 Item a. Page 14|March 11, 2024 Kaj Dentler: That's through general fund cost. It goes into their personnel accounts for overtime costs. Council Member Cummings: If we were to add both Friday and Saturday at that additional $21,000, do we have a sense of where we would pull that from to do that? Kaj Dentler: Council would have to add --You would have choices. You would have to add the 21.5 to the budget because it's not programmed in, or you'd have to make reductions somewhere of 21.5. Council Member Cummings: Okay. Mayor Burk: Okay. I'm not quite sure why the Saturday thing has come up again. Only because we looked at it previously, and as Vice Mayor made the comment about, we looked at the data. I live close enough that I walk Downtown on the weekends. I can tell you that the Saturdays diminished and there was many less people coming to the Saturday. It was almost like people were tired of it. I would be reluctant to put back on the Saturday night. We've done it; it didn't work particularly well. I know that there's a lot of ideas out there. Maybe there could be something else that was done, but I think it goes back to your discussion. It's the whole thing about there has to be a really serious discussion with the Leesburg Movement group to find out where is it going to go. We do have in the budget for them to have a part-time Director, correct? Kaj Dentler: Correct. There's $30,000 in the proposed budget for part-time staff. I have always anticipated that I will propose, as soon as the Leesburg Movement is ready, to propose funding a full- time Executive Director. We have office space that we have ready for them when they are ready, and then whatever else we're looking to do. I think beyond that, when we get into the events, is really what do both sides want to get done, and how do we help them, and make sure Council understands what your costs are, that what is your investment? Mayor Burk: What are you asking of us tonight in regard to this? Kaj Dentler: I'm presenting to you the request that Leesburg Movement has made to close Saturday nights, which would be, to do that you would have to add $21,500 to the budget or make reductions of equivalent amount. Our staff recommendation is not to do that, and to engage in a conversation with Leesburg Movement, looking further ahead of how we work together, what other things could we do, and then recognize, let's define the cost, and come back to Council. We don't have to wait till next year's budget process. We can, but we can engage in that right away and come back to Council at the appropriate time to have a discussion, amend the budgets if that is something that you're ready to do, but certainly no later than next budget year. Mayor Burk: Okay. All right. Anyone else have any questions? No. All right, thank you. The next item is Utilities. You are lucky you get it twice. Amy Wyks: Two for one tonight. Good evening again. Amy Wyks, Director of Utilities, here to give an overview of the Utilities Fund proposed budget for fiscal year '25. The utility system provides water and sanitary sewer system for our customers, includes water treatment, the distribution, collection, as well as wastewater treatment. From a budget standpoint, we're funded solely through availability and user fees and charges. As you know, the General Fund revenue (taxes) are not used to fund the utility system. Our proposed FY25 budget consists of approximately $31 million in operation. That does include debt service; and approximately $14.5 million for our capital projects. This chart here shows the difference from 2024 adopted to 2025 proposed. As you know, on January 6th of this year, Town Council adopted the five-year rate plan. This will be the first year of the five-year rate plan with fees effective as of July 1 of 2024. The average is a 4.1% rate increase across water and sewer. We do have one proposed enhanced position related to a Water Treatment Plant Operator. The focus of the utility rate study was to continue high quality of service, comply with Federal and State environmental regulations, and to have a sustainable long-term financial plan. The proposed 24 Item a. Page 15|March 11, 2024 Fiscal '25 through 2030 Utilities CIP, which is a six-year CIP, is just over $80 million with 16 projects. There are two new projects in there. We talked previously about the Lead and Copper Rules. We did have $3 million in there related to that, and we've talked about at the Water Pollution Control Facility needing to do nutrient and liquid processing improvements related to our solids. For just '25 of that, it's $14.5 million. This shows a breakdown of the 14 and a half and the various projects. With that, the questions and answers for Utilities. Mayor Burk: Okay. Thank you. Anyone have any questions on this one? Yes, sir. Council Member Cummings: The Water Treatment Plant Operator, the enhanced position, just because I'm curious, and I don't know, is there multiple operators and this is just another operator to add into the mix, or is this a new position that we haven't had before in the past? Amy Wyks: We have Water Plant Operators today. [crosstalk] It's an additional. Yes, it's our first one. No, it is an additional full-time equivalent position that would be a Water Plant Operator. Typically, we hire as a trainee, and then as they progress through, they earn their licensure insured in order to get to be a Class 1 operator. It's an additional operator. With data centers, in the summer, we will be needing to go to 24-hour operations at the plant. That helps with the shift schedule and making certain that we have the coverage 24 hours a day. Council Member Cummings: Thank you. Mayor Burk: Okay. I do want to compliment you. The other day, we had a meeting, Ridgeland, Mississippi came, and they wanted to know about how did we deal with data centers and water usage and sewer usage and all of that. It was two guys, engineer types, I guess, but you handled yourself so well and you were so full of knowledge that they were just blown away. I want to thank you and commend you for doing that because it was really very impressive to see you. They'd throw a question at you and you would just give it right back. It was really impressive. Thank you. All right. So now-- Kaj Dentler: We've added on the items for the Planning Commission, the BAR, and the BZA. If you wish to proceed with those, at least you have an idea of the impact that has. Mayor Burk: Is this on our computer at all or do we have to look at the screen? Kaj Dentler: You have to look on the screen because they're doing it live. Mayor Burk: Okay. The Planning Commission, the Board of Architectural Review, and the Board of Zoning. How does that impact the tax rate? Kaj Dentler: If all three of those were approved, you go from 17.74 to 17.79. Mayor Burk: This is not a one-time occurrence, so this is not something that could be taken out of leftover funding or something. Kaj Dentler: Correct. It's a recurring cost. Mayor Burk: Okay. Forgive me for forgetting the process of this, but we can't vote on this tonight. Kaj Dentler: No. Anything that you were to do would just be straw votes at most, nothing binding, no formal votes. What this does for us is gives us an idea of where you're going so we can begin to prepare the numbers if we need to get you more information, to make your decision, also all the final legislation that we have to get done between now and your vote on Tuesday night. Mayor Burk: Okay. Mr. Cummings. 25 Item a. Page 16|March 11, 2024 Council Member Cummings: You asked my question. Can someone add those for me? What is that total? Around 60? Tamara Keesecker: 61.03 Council Member Cummings: 61? Okay. Thank you. Mayor Burk: Is there anything else anybody would like to have put on there, taken off? We had requests from the different Commissions. Anybody interested in adding those on? Mr. Dentler, the request for those, could those be taken out of leftover funding because those would be one-time items? Kaj Dentler: I'm just looking at the list. COPA has asked for $3,000. Mayor Burk: Correct. Kaj Dentler: Diversity Commission $4,650, Parks Commission is $6,000. Unless I'm wrong, staff, Council could use Unassigned Fund Balance for that $13,000 since at this point they're a one-time cost, but I think you can also expect that the COPA events and calendar for $3,000 is going to continue. They're probably not going go backwards. The Diversity Commission Web site is going to be recurring. The $6,000 for Parks Recreation is an unknown. I think it would be safer to say that the $7,650 for COPA and the Diversity Commission are recurring costs, based on the way I see it. Mayor Burk: I don't know that I agree with you on that. Kaj Dentler: Otherwise, you'll have to fund it next year. Just looking at what they're requesting, the Diversity-- Mayor Burk: I fear they may not. There may be something different that they're interested in doing or something not interested in doing. Kaj Dentler: It's possible, but they'll have to come back. COPA is related to the calendar and Diversity's Web site is probably not going away or backing up, but you can manage it for one year and see where it goes. Yes, you can do that. Vice Mayor Steinberg: The web site should be a one-time expense. This is writing code basically to make the web site, if I understand it correctly, more user-friendly from a language standpoint. Kaj Dentler: Fair point. Let's use that. Is that a one-time add, or is it an ongoing cost? Do you know that? Cole Fazenbaker: I don't know. Kaj Dentler: Okay. You may be right on that. It's a fair question. I may be wrong on that. We can find that out. Vice Mayor Steinberg: I wouldn't mind putting those items up with the exception of the Loudoun Movement, just so they can be there and then we can consider. Kaj Dentler: You want to add it in related to the tax rate or Unassigned Fund Balance? Vice Mayor Steinberg: I'm sorry? Kaj Dentler: Would you want all that to be General Fund or Unassigned Fund Balance? Vice Mayor Steinberg: I assume that the web site thing would be unassigned. Of course, the calendar, that would be an ongoing thing. What's the third item? I forget. Kaj Dentler: It's the Park Day for $6,000. 26 Item a. Page 17|March 11, 2024 Mayor Burk: To me, that seems like an awful lot of money for a Park Day. I'm not sure where they're coming up with that particular amount of money. Council Member Cummings: Trip to Disney. Mayor Burk: A trip to Disney. Kaj Dentler: I haven't seen any of the information of what that consists of. We could try to find that out between now and then. Vice Mayor Steinberg: What I'm thinking is if we could just park it here for now so that we don't have to try to dig back through here and figure out what we want to do. Kaj Dentler: Sure. Vice Mayor Steinberg: Okay. Thanks. Mayor Burk: Does everybody agree that they want that information up there now? I just want to make sure everybody's comfortable with that. Okay. Mr. Cummings. Council Member Cummings: I just had a question because we didn't really touch on it yet in public. Does budget staff have an idea of what our anticipated Unassigned Fund Balance will be heading into fiscal year '25 or in fiscal year '25, obviously beyond that 20% fiscal policy? Cole Fazenbaker: We may have answered it in one of the budget packets, but it's approximately $10 million. Mayor Burk: $10 million? Cole Fazenbaker: Yes, but with the caveat, that could change because it's a formula. Depending on how much we spend at the end of fiscal year 2024, that's basically a denominator for the next year's calculation. That's a good ballpark number to use. Council Member Cummings: Then I had one question not related to this if that's okay. Is that okay? I want to-- Mayor Burk: What do you mean it's not related to [crosstalk] Council Member Cummings: It's not related to any of those items, but it may have to go on there. So I wanted to ask. We have the speed camera revenue already going to the General Fund. I wanted to see-- I know we talked about this in our one-on-one budget meeting, and I appreciate your answer, but I wanted to talk about if it's possible this fiscal year, 2025, to redirect that to be used for reengineering and road work on the road that the revenue was captured at, because my aim is to ensure that these speed cameras and everything we're hearing is the most, biggest bulk of the revenue is coming in the first year. I want to make sure that we're using that revenue from those speed cameras to go to engineering our roads to make them safer for when those cameras aren't operating but children, adults, and pets are crossing the road, and we need to slow cars down then as well. I don't know if that's possible tonight or if that's a longer conversation. Cole Fazenbaker: Going back to our previous conversation. That $500,000 is budgeted to support the recurring expenditures in the FY25 budget, but anything above and beyond that $500,000 is not spoken for. That could be used for those engineering projects. Council Member Cummings: I don't know how to do this [inaudible] the procedure to do this, but I would like to see any amount above the already budgeted revenue from the speed cameras to go to Public Works for reengineering of the road or roads that they were captured upon. 27 Item a. Page 18|March 11, 2024 Mayor Burk: So, so that won’t-- Cole Fazenbaker: That won't have a tax rate impact, but that's something that we can put in legislation. [crosstalk] Kaj Dentler: Correct me if you have a better idea, but I think to move your idea along, you really probably, should provide study money or design money that you can use out of this Unassigned Fund Balance to help get that project started, and then anything over the $500,000, you could basically send back to offset that. My point being, I think if you're waiting for us to hit that threshold, you may only have a little bit of money to work with, and it may take years to be able to move that project. My advice is, if you wish to do that, which is worthy, then use your Unassigned Fund Balance to help get that started and what that looks like. Council Member Cummings: I'm trying to remember. I feel like the last meeting the Vice Mayor brought up Catoctin Circle and East Market from Mom's Apple Pie to the overpass there. Is that, where are we with that? Kaj Dentler: We have definitely looked at that, I believe, Renee can correct me if I'm wrong, and begin to establish some funding that could be done for that. That's why I think Council can consider that. Renee, if you can, or you or Doug can. I know Renee's voice is challenged. I think the goal would be to get that project started and provide funding, possibly from the Unassigned Fund Balance or other source that you approve as part of the budget this time so we can start that because I don't think that waiting for the overage over 500 will take you too long possibly to make any progress for years. Council Member Cummings: I guess I'll throw up to piggyback on the Vice Mayor's suggestion at our last meeting to go ahead and use this Unassigned Fund Balance for whatever amount we feel is needed for a study for Catoctin Circle and to study traffic calming and reengineering to make safer Catoctin Circle and East Market. Kaj Dentler: I believe Mr. David has some information on what those costs would be for what you're looking at, useful in that. James David: Thank you. James David, Director of Community Development. The area that the Vice Mayor and Council Member Cummings have brought up is a part of the Crescent District Master Plan. The Town Plan supports streetscape improvements, as does the update that we're working on right now. We took a look at it, and for those segments you're talking about, potentially looking at design, surveying, and other planning work could be upwards of a total of around $315,000 per road segment. For that segment of Market Street from Mom's Apple Pie to the overpass would be one, and then the other would be Catoctin Circle pretty much from King all the way over to Market. The surveying would be around 120, design 175, and then $20,000 for community outreach. If the Council did wish to consider it, I think putting funding to the amount of $630,000 in the CIP somewhere would be a great start at moving towards that policy and that goal. Council Member Cummings: Okay. Mayor Burk: Has that accomplished that? James David: Yes, ma'am. Working with Stantec, who's our consultant working on the Crescent District Master Plan update, their planning and engineering, those were numbers that they gave to us as estimates to get things rolling. Mayor Burk: Okay. Thank you. Council Member Cummings: Perfect. Mayor Burk: Is that done? Okay. I'm still struggling on the Parks and Rec Day. When we get our Boards and Commissions together in April, I'm not quite sure what the purpose and the reason for the Parks and Rec Day is. I might struggle with that one a little bit. Anyone else have anything at this 28 Item a. Page 19|March 11, 2024 point that they want to add on/delete? The calendar for this is very shortened. It's on the back-- tonight we've done our first mark-up and the final mark-up is next week. Kaj Dentler: It will be Monday and then vote on Tuesday because we've moved everything up due to the spring break conflict. Mayor Burk: Okay. Mr. Cummings. Council Member Cummings: I just have one comment and I had a long conversation with myself today about whether I was going to bring this up. I noticed in the budget we have $10,000 and again, it's not a lot of money, but it could go to find a way to pay for a salary increase for our very hardworking Planning Commission. We have $10,000 in for the Council Retreat, for the facilitator. As much as I've enjoyed the two Council Retreats, I've sat through, really am not quite sure that if we're in a lean budget if that $10,000 is really necessary. Again, I'm coming from my point of view is that I feel like what is created from that Retreat is like a workflow. I'm not sure that couldn't be achieved at a early work session with staff and Council and the new Council Members talking through what their priorities are. The idea for me of a facilitator is more someone who can push the dialogue and big picture items, big conversations about the 20, 30, 40 years down the road for the Town. The last two that I've sat in, at least from my perspective, it's much more a work plan for the Council of the next two years. I'd rather see that $10,000 go towards our Planning Commission and getting them some more salary for all the hard work they're doing. Mayor Burk: That sounded like that was a good conversation you had.[laughter] I hope you agreed with yourself. Okay, so that's up there. That would be a minus because you'd be taking that off. All right. Anything else at this point? Yes, Mr. -- sorry Dr. Cimino-Johnson. Council Member Cimino-Johnson: Thank you, Madam Mayor. I'd like to look at adding a Performing Arts Commission starting in 2024 because I know that the Parks and Rec this is an area they've talked about, but it's not an area that they really are experts in. I'd like us to really see us add this and I come up with around $11,000 for that. I'm spending your money, Zach. Mayor Burk: All right. Did you want us to do straw poll on this when we're done tonight? Kaj Dentler: You can if you'd like. It's entirely up to what you want to do. I was just going to ask, is the 11,000 that he asked, is that consistent with the Commission's stipend, so that amount? Okay. Mayor Burk: Well, let me ask you all, do you want to go through this tonight and go through each one line by line and see if we have four people that are interested in it? Council Member Cimino-Johnson: I'd like to wait on the items that we added at the top, just so I can look at it a little bit more. The Parks, the Park Day. Council Member Bagdasarian: Yes, I would like to also have some discussions on some of these prior to straw polling it tonight. Mayor Burk: Okay. Then we need to have the discussion tonight because we've only got tomorrow and one more day. Council Member Bagdasarian: Okay. Mayor Burk: Can we have the discussion tonight? Council Member Bagdasarian: We can. Mayor Burk: Are you trying to postpone it for another night? 29 Item a. Page 20|March 11, 2024 Council Member Bagdasarian: No, no. Well, for example, I'm all for a Performing Arts Commission but I'm just wondering if that would fit in with the current Commission on Public Arts as far as modifying their charter specifically? No. Mayor Burk: Logically you would think it would in that you're talking about art, but I guess it's different types of art that you're talking about. Council Member Bagdasarian: Well it is, and I know COPA has traditionally been more visual art, but it doesn't really specify that in the charter. That's why I'm wondering if it would make sense to be a part of that. Mayor Burk: Commission on Public Art? What would a Commission on the Performing Arts do if we don't have a performing arts component yet? What would it do? What would you envision that it would do? Council Member Cimino-Johnson: What was your question? I'm sorry. Mayor Burk: If we don't have a performing arts, the Town itself doesn't have a performing arts component to it, what would a Performing Arts Commission do at this point? What would you envision they do? Council Member Cimino-Johnson: Well, that's the starting point, is to create it. Once we create this Commission, then they set out to bring us performing arts to the Town, because right now we don't have a Commission dedicated to that. Mayor Burk: Excuse me, I just want to make sure I understand. You're saying that they would manage, they would get groups here, they would get entertainment-- Council Member Cimino-Johnson: Events. Yes. Mayor Burk: Okay. Does everybody understand that aspect of it? Council Member Cimino-Johnson: I know that COPA has had members with backgrounds in performing arts and they don't seem to stick around because their mission really is public art, displays of art. Mayor Burk: I guess my concern would be that I don't, and I've said this publicly before, I don't believe the Town should be running or managing a public art component. I just don't think that's the role that the Town should be playing, but that's my personal opinion. Vice Mayor Steinberg: Well, if everyone paid attention to the conversation we had with the Liberty Street project, an important part of that, an important component of that would be a management company. The Town would not, I don't believe, and Councilman Bagdasarian can back me up on this, that our intent is to have the Town running a performing arts center. This would be outside management that would be professional and would be plugged into regional performing arts, as well as trying to also schedule for the various local groups who also need a place to play, so to speak. I appreciate the sentiment, but I'm not sure we're there yet in terms of establishing a Performing Arts Commission. I would worry that it might at some point become somewhat redundant if we've got professional management companies that are actually, should we ever get a performing arts center that are actually managing that. I'm still not quite sure how we would employ it. Mayor Burk: Okay. Kari, Ms. Nacy. Council Member Kari Nacy: I was just going to add one more thing if I could. Mayor Burk: Can we come back to you? Let's finish this discussion since it was brought up and then we'll-- Mr. Bagdasarian. 30 Item a. Page 21|March 11, 2024 Council Member Bagdasarian: I'm wondering, since we do have this initiative underway with the Liberty Street project, I'm wondering if it would make sense to have additional representation in that group from performing arts organizations because there is that-- for one thing, I'm all for performing arts, obviously in the Town. The question is how best to equip the Town and citizens to participate in that whole process. If there's a charter that you have in mind specifically, that's something that we could certainly explore. I'd be completely open to looking into that if there's a clear charter for this organization, but I'm just wondering if it would make sense to increase the circle a bit with the Liberty Street project because that is all about a performing arts center. Very much about it. Council Member Cimino-Johnson: What you also brought up in the past about the amphitheater, so there's something else that we talk about wanting performing arts, but here we are teetering on the edge of, "Well, but do we really?" So, it's show me your budget and I'll show you your values. If you don't want a Performing Arts Commission in this budget, then please stop telling me that you want a performing arts center, you want anything in this Town because what I'm hearing is quite the opposite. Council Member Bagdasarian: I guess the part that I'm not crystal clear on is the charter for the organization. Council Member Cimino-Johnson: That's why I wanted to take this offline, do research outside of this, send emails, figure out what we're talking about each of these because I don't know if we have enough information to vote on all of these. Council Member Bagdasarian: I agree. That's where I am with this too because I would like to have a greater understanding of what the actual mission, purpose, and charter of this organization is before voting on it. Mayor Burk: You don't want to talk about it tonight then? Council Member Bagdasarian: Oh, we are. Mayor Burk: [laughs] No, we don't have to. Council Member Bagdasarian: Well, not completely because this is really-- Mayor Burk: If you want to wait and talk about it, are there four of you that would like to wait and talk about it? Are you looking to talk about it tomorrow or are you looking at talking about it the final night of the budget? Council Member Cimino-Johnson: Next Monday, right? Kaj Dentler: Right. Tomorrow night is a public hearing on the budget, so you can talk about it again. Monday is your final mark-up session on the budget. All direction you provide us at that point or by then will load into a final legislation for Tuesday. You could still make adjustments, on the fly, but allows finance staff to have opportunity to get the numbers right when you make the final vote next Tuesday. Mayor Burk: Do people want to wait? I'm getting back to you; I haven't forgotten. Is it that we want to wait? Are there four people that want to wait? Council Member Cimino-Johnson: Yes. Mayor Burk: All right. Ms. Nacy. Council Member Nacy: Thank you. I would like to add a one-time thing. It would come from Unassigned Fund Balance, a $25,000 donation to LAWS to help build their new location in Leesburg. Mayor Burk: All right. $25,000 donation. 31 Item a. Page 22|March 11, 2024 Council Member Nacy: It doesn't have to be that number, but we can just talk about it. I do think that I would like Council to make some sort of donation for them to actually build the shelter. We've done what we needed to do to support them when it came to zoning and that sort of thing, but the long pole in the tent for them obviously is getting the money to build the location. If our residents are going to be users of it, I think it would be a good display of support. Mayor Burk: One thing I want to caution, having gone through this previously before, if you are doing that now for one nonprofit, you are going to get requests from other nonprofits and you will have no reason to say no. Keep that in mind. If you're going to do this, you're opening the door to all the nonprofits that are involved in Leesburg, which are many, many, many. Council Member Nacy: That makes sense and just something for us to put up there and talk about next Monday. Mayor Burk: All right. Keep that in mind. Council Member Nacy: You can mull it over. Mayor Burk: Because that was the most painful thing experience. We used to put a certain amount of money for non-profits and then they would come in and they would beg for their part of it. You had to say no and you had to say yes. It was very painful. We ended up realizing that we were not doing a great service to the community because we were supporting some and not supporting others. Then we ended up with the County taking over a huge portion of it and they do it. Just keep that in mind. Anything else anybody wants-- yes, sir. Council Member Cummings: I just had a question kind of piggybacking off of what Council Member Nacy brought up, and I think Director James is here, so that'd be helpful. When, and if they come-- they will need to come to us with an application to build the shelter, right? James David: The zoning changes the Council adopted, it would be a buy-right use. Council Member Cummings: They'll still have to file some paperwork and pay a fee, right? James David: Correct. Site plan. Council Member Cummings: I'm hearing what the Mayor says. Are we legally allowed to allow them to pay us those fees and then refund the fees to them as a donation to help offset the cost of building the shelter? James David: If you recall fee waivers came up as a topic when we were discussing affordable housing, we would have to make some changes to the Town Code in order to enable fee waivers. Kaj Dentler: Maybe you can rephrase it. Could the Town pay the fees on behalf of LAWS through your on-a-side fund balance versus a fee waiver? James David: Mr. Spera. Chris Spera: There would not be a legal prohibition. Council Member Cummings: Perfect. Maybe a way to help and protect us and make the County be the bad guys. Mayor Burk: Mr. Bagdasarian. Council Member Bagdasarian: Oh. Mayor Burk: Dr. Cimino-Johnson. Council Member Cimino-Johnson: That's a mistake. 32 Item a. Page 23|March 11, 2024 Mayor Burk: All right. Are we done with the budget discussion? You all are going to discuss further among yourselves, get some more research, and find out where you want to go. All right, so this will come up Monday. Kaj Dentler: We'll have this tomorrow night in case there's a question. We'll have it in your packet for Monday as well. We'll also see if we can get any more information on the Park Day for you in between. You may get some yourself faster but thank you. Mayor Burk: All right, the next one is the Zoning Ordinance Rewrite. Mr. Markel, it went from being very cold to being very hot. [laughs][crosstalk] Kaj Dentler: You have 10 minutes. I think Mr. David has asked for 15, but he thought he'd get done in 10. Is that right, Mr. David? James David: I'll try my best. There is quite a few slides. I'm going to zip through them. Good evening. Tonight's item is a progress report on the Zoning Ordinance Rewrite and more specifically drafts Articles 1-4. The project budget is on budget, so I won't be asking for any additional dollars for zoning tonight. Just a lot of information. Today, we've held a total of 12 public outreach meetings. I wanted to emphasize that we've gotten onto the community. We've had nine focus groups with residents and workers who use the Ordinance on a regular basis. We've had three general public open-door meetings. We got about 50 people total at those three meetings and all of that feedback was attached to your item tonight. If you want to review it and take a look at what the community's saying about zoning. The consultants also completed a Code audit that's available on our project webpage, leesburgva.gov/zoning ordinance rewrite. The consultant has delivered drafts Articles 1-4. What is Articles 1-4? Article 1 is General Provisions, that is your jurisdiction authority measurements, allowances. Article 2, zoning districts, and dimensional standards. That's the zoning map and accompanying regulations for residential, non-residential mixed-use, special purpose, et cetera. Article 3 is your use regulations or how we categorize land uses the structure of the use table and any standards associated with those uses. Article 4 is your development standards where we talk about buildings, architectural control, district parking, loading, tree preservation, landscaping, buffering, et cetera.The consultant's approach has been to be as simple as possible to try and balance the vision of the Town Plan with the market-driven realities of Leesburg to create value where we can find it, such as streamlining review processes and procedures, and also realizing that we need to look at this through the Leesburg lens. It's not a one-size-fits-all approach. The goals of this project, just as a reminder, to implement your new Town Plan, to revise that Crescent District, streamline cleanup, and modernize the Ordinance. What do I mean by that? What we've already begun to reorganize, we've cut from 18 articles to 9. As far as streamlining processes, we're looking at ways we can codify standards so that they're in the Code rather than needing to go through a legislative process. There's also some cleanup where we're doing internal consistency cleanup as well as removing excess regulation and then modernizing according to best practices. As I mentioned, we're engaging the public throughout. A reminder that we're also moving to a new online zoning platform. This will be more interactive, like a web site for your Zoning Ordinance. It'll have hyperlinks and it'll have pop-up definitions. In fact, the Leesburg site is already constructed. We've already built out the existing Zoning Ordinance. That's your landing page right there. In the back end is where we are making our edits and revisions and commenting on the draft text. A little bit deeper into each article, and I did not have the text delivered tonight. The text is not quite ready, but the purpose is just to give you a little more meat on what we're doing and see if we're rowing in the right direction. See if you have any feedback. Not much changing in Article 1. As I mentioned, this is your basic legalese. We're cleaning up a little bit there, adding some more graphics, looking at the allowances section. Zoning districts, Article 2, is where we begin to make some key changes from the existing Ordinance. We're looking at aligning our zoning districts based on the new Town Plan character areas. 33 Item a. Page 24|March 11, 2024 That includes a new descriptive naming convention that I'll get to in a second. We're looking at trying to be consistent in terms of format, and we're adding minimum requirements for community amenity and open space. That was something that was very strong in the Legacy Leesburg Town Plan. Proposed to go from 16 to 14 base zoning districts, and across the top is our zoning designations currently. Across the bottom is what we are proposing in terms of consolidation or getting rid of some districts or creating some new ones. I won't go into all those acronyms, but just know that the idea is to move away from the arbitrary numbers and go more towards descriptive naming conventions that match the character areas. For example, MU is Mixed-use, IC is Innovation Center, RU is Residential Urban, RM is Residential Mixed, CN Community Neighborhood, DT Downtown. We're also making some changes to the Ordinance in terms of adding graphics. This is just an example of how you can visualize the standards through graphics. Here, you can see how we're using graphics now to illustrate topics, like setbacks, building height, density, lot area. I mentioned community amenities. This is a new add to the Ordinance where we're looking at requiring minimum requirements of percentages of the project that go towards amenities or open space. We're expanding what we mean by amenities or open space, not just your typical green open space, but also things that could include site improvements like enhanced parking lot landscaping, greenways and linear parks, and squares. Adding some regulation but then also adding alternatives for how you can meet that new regulation in terms of amenities and open space. Use regulations. Here, we're entertaining the new idea of use categories. We've heard a lot from Council and others that we need a little bit more flexibility. I think you have seen in my tenure here, we've brought forth many zoning amendments where we're adding one use because it didn't exactly say that use in the zoning code. By moving to use categories, what we can do here is, as you can see on this slide, down the left, is the use category. You can say okay, well, if it's an office and it meets the characteristics described in the use category as evidenced by maybe some examples there, then the Zoning Administrator has the ability to make that call. It doesn't have to specifically say financial institution. If it's close enough to the use category of office and it has the same impacts and characteristics, then we could allow it in that zone. A different way of organizing and thinking about your land uses. The other change in terms of use regulation is being more explicit about what a primary and accessory use is and also introducing a feature known as limited uses. Again, looking at ways to streamline process, a limited use would be something where if they met the standards or criteria of that use, it wouldn't necessarily need to go through a legislative process for approval. The idea is you're codifying standards, removing some of the process, removing some of that legislative, as long as they meet the intent of the limited use. Okay, development standards. This is Article 4. Key changes here is trying to make it easier, so consolidating what's applicable. If I'm a Developer or a person looking to a build, then I come to this new table, I see what type of development I am, and then I go across the table, and I can see, okay, what applies from the different divisions of the standards? Do I need to go to the sign section, outdoor lighting, building design, et cetera? Just different ways that the consultant is introducing more usability. The other thing you'll see there on the third bullet is we're adding standards for bicycle parking. The Town doesn't have that right now, and we are looking at how can we add some minimum requirements where it makes sense, maybe in mixed-use projects, maybe in certain non-residential projects where we have the bike parking infrastructure. Just one step towards that multi-model goal that we heard a lot of in the Town Plan. Trying to make buffer yards and landscaping a little simpler, as well as incorporating a sustainability index. Let me go to that right now. This is the bike standards, but looking at the landscaped and buffer yards, introducing more of a typology system with a table where you can easily read when a certain type of buffer is required, this what it means. X number of medium canopy trees, X number of evergreen trees X, number of shrubs, adding some graphics. Again, just trying to achieve that landscaping goal with a little more certainty. Then the sustainability index is a really interesting concept. 34 Item a. Page 25|March 11, 2024 We talk a lot about sustainability, and we are looking for ways to incorporate that into the Zoning Ordinance. Now, in the State of Virginia, it's difficult just to come out and require people to use green building practices, but you can incentivize them. The concept here is if a project introduces sustainable features, such as green roofs, low-impact stormwater management, eaves, working shutters, et cetera, they can get some points for those items that they put into their development and a certain number of points could equate to some sort of incentive, such a density bonus, such an increase in coverage ratio. Maybe even looking at some other commonly asked for modifications, turning those into incentives for something the Town desires. Another example of how we're trying to clean up the Sign Ordinance here by using again graphics and letters that really speak to what it is the Town is hoping to achieve. Those are the first four articles in 10 minutes or less. To recap and for our discussion tonight, Madam Mayor, the key changes are reorganization of process and standards reformatting, re-configuring districts, incentivizing community amenity space. We're also looking at accessory uses, bike parking and then sustainability index for the purpose of discussion tonight if the Council so chooses, we could go through each of these what I've labeled new directions, talk about whether or not we are in support, talk about whether or not we have concerns or if we should just keep on keeping on. I've categorized them according to some of the big topics or if there's not too much concern with that list, we can speak in general terms about these four topics. Now, it would be a great time if it's been something that's burning about Zoning when it comes to uses, development standards, districts, general provisions, we'd love to hear about it. Final slide is just revisiting the schedule. As I mentioned, we are on budget, we are on time, we're right here in the middle of Ordinance and drafting. Pretty soon, we'll be getting Articles 5-9 from the consultant, and that would be the second half of the Ordinance. It takes a while. Once we get that draft text for staff to look it over, there's a feedback loop going back and forth, then we hope to be presenting that first draft to the public in September 2024. Our idea is to use a two- month-long comment period using that new online platform. It'll appear and track changes, public can log on, provide their comments, we get them in real time, we can spit out reports about what the public is saying, we could respond to those comments. Once that 60-day review period goes through, it's Planning Commission times where they're going to dig into the weeds of the text, take their time through the end of 2024 and early 2025, and then to the Council where we're getting into the meat of the text in Spring 2025. With that, any questions? Mayor Burk: Dr. Cimino-Johnson. Council Member Cimino-Johnson: Yes, thank you, Mr. David, for your presentation. I do have a question about uses. How are the uses going to change for current property today once this is adopted? James David: Current property, if they're already a permitted use, then they're good. If there is anything that changed in the Zoning Ordinance, they might turn into a grandfather status if, for whatever reason, that change to the Zoning Ordinance affected that use. We're not looking to create non-conformities. We're looking to just make things a little bit easier and more flexible. Council Member Cimino-Johnson: Will this make the process easier for individuals who buy property that has a use? Today, I don't know what I'm thinking. The furniture store out here along Route 15, how would that change that property? James David: We would look at the zoning district that underlies that furniture store. Let's say it's B-1 now. Maybe that turns to DT, Downtown zoning district. Depending on what they're proposing, let's say they wanted to change it to an office use, it would be a little bit easier for us to make a judgment call if it didn't specifically say the type of office in our Zoning Ordinance. It would fall into that office use category, and we could make a judgment call on whether or not that meets the characteristics of that category. 35 Item a. Page 26|March 11, 2024 Council Member Cimino-Johnson: Okay, so they wouldn't have to come to us for a rezoning at that point? James David: Not necessarily. If an office use is a permitted use in the B-1 zoning district, then that's by right. Council Member Cimino-Johnson: Okay, excellent, thank you. Mayor Burk: Cummings. Council Member Cummings: Yes. One question I had was in the new language, and it were not in that article yet, I apologize. Are we looking to clear up any confusion on some of our properties that fall into multiple layers of districts, whether you're in the Crescent Design, but you're also in the district as you drive into Town, and you have to figure out which rules you follow and they don't always speak the same language? Have we looked into trying to clarify that and either, I would be fine with looking to use the word eliminate, that's a little extreme, but make it just easier for folks to understand. Are we looking at that in this rewrite? James David: Absolutely, and this is the appropriate time. That's Article 2, zoning districts and overlays. As an example, we've realized that the sign regulations in the Crescent District are different than the baseline regulations in the zoning, so why not make them consistent, if possible? We're looking for ways to enhance that consistency, and certainly, if there's an overlay district where you can accomplish what is needed in the base district, then there's no need for that overlay, so we're looking at that as well. Council Member Cummings: Yes, and then one thing I remember when we were talking about the Town Plan, there was some confusion with the public and property owners and applicants on a graphic looked one way, but it didn't really, that wasn't 100% of what it needed to look like, but I designed this based on your graphic and your Town Plan. Are we ensuring that these graphics reflect what the Zoning Ordinance actually says, and is crystal clear in that we're not going to have to deal with the-- well, I did it to this, I didn't read the language, but I looked at the picture and designed it this way. James David: That's a great question. I think in a Town Plan document, it's very visionary, and oftentimes you include illustratives that give what you're hoping for but doesn't say it doesn't have to be exactly like that. With zoning, it's more prescriptive. If you noticed in some of these images, a lot of them had a key where it says A, B, C, D around the graphic, and then there's text that corresponds to those letters that reinforces that yes, you need to build it to, or create it exactly as the graphic shows. Council Member Cummings: Right, perfect. Then finally, a big picture question on the process of getting to approving the new Zoning Ordinance, or the Amended Zoning Ordinance, not the new one. I'm looking at your schedule. It's very colorful. My concern is, it's going to be a lot. There's a lot to digest. Even though I applaud breaking it down almost in half for the articles. I think that's still going to create a lot of reading and understanding. My question is, does staff have an opinion, and I've been noodling this over since our initial joint meeting with the Planning Commission on this topic. I know we talked about it. We decided to venture off on our own path with the Planning Commission doing their own public hearings and then the Council doing our public hearings. Has staff had any thought or with the consultants about maybe discussing doing joint public hearings to ensure that we're, one, getting-- it's a lot to cover, it's a lot for staff, it's a lot for the Planning Commission, it's a lot for our Council Members. What's the old saying, two heads are better than one. Has there been any discussion at the staff level on trying to streamline the process as well? James David: Certainly. Our original project plan, we envisioned a couple of different joint sessions with the Council and the Planning Commission. I think two heads are better than one, and also it gives the Commission an understanding of some, where the Council wants to head in terms of directional items. Now, we had our first session and I think we decided to be more of a linear process, but that's always open for discussion. In terms of streamlining how you get there, it is a considerable amount of information. 36 Item a. Page 27|March 11, 2024 If we get this done by May '25, I think we'd be ahead of the curve. What's going to help us get there is that online platform. Even though it says Council, you're not looking at this until May 2025, you could actually look at that first draft when it comes out in September '24 because it's going to be public and online and I would encourage you all to dig in early if you have questions and comments, you can send it to us and then we can be responding, as long as it's FOIA, not in conflict with FOIA, but I think that that's one way to keep it streamlined, is that digital draft and then keeping the comments and responses flowing. Council Member Cummings: One final comment. My Commissioner, Mr. McAfee, I think had a great idea of, and I'm going to steal it from him, so if he's watching I'm stealing your idea, Brian. Is incorporating AI into this whole process where you can upload our entire Zoning Ordinance and then just ask questions? How tall can a building be in Downtown Leesburg? The AI will only search the Leesburg Zoning Ordinance to be able to figure out and spit out those questions. I don't know, something to think about. James David: Well, weren’t quite there yet, but the system has— Mayor Burk: Doesn’t Google do that now [laughs] James David: -- has a really strong search feature. You use those Boolean search logic and it will pull up everything according to that search term that you put in, which is already ahead of where we are right now. Council Member Cummings: Yes, perfect. Thank you. Mayor Burk: Vice Mayor? Vice Mayor Steinberg: Thanks. Well, I would offer that those of us sitting up here, there's not one of us who's actually gone through the process of even a small development and other than the shed I built that required a permit and some drawings. That's about the extent of my interaction with this whole process. Would it be possible for the consultant to create, as we go through this, a hypothetical? Here's a hypothetical project, and here's how it would filter through this process to get to an approval so that we have a clearer understanding of all of the areas that get touched along the way. James David: Sure. Vice Mayor Steinberg: Is that a possibility? James David: Yes, absolutely. Vice Mayor Steinberg: Okay. Then I know it has been floated with the data center conversation that we might consider making data centers anywhere in Town special exceptions. Now, I suspect that wouldn't affect certain projects that are already underway, but certainly could affect other parcels down the road. Is that something that's in this conversation or something that we can actually consider doing, and is the consultant actually looking at that by direction, or is that something we have to strongly suggest? James David: I think it would be really important to hear it from the majority of Council. As of right now, yes, that's on the table in terms of the permissibility of uses. When we consolidate into that single-use matrix, we also look at the different land uses where they're permitted or by special exception or maybe a limited use. Then we evaluate the Town Plan and say, okay, is there any changes needed based on that new Town Plan direction. If the majority of the Council directed staff, hey, we think we want to put data centers as a special exception use wherever they are currently permitted, that would be good for us to hear. Vice Mayor Steinberg: Okay. Are you saying that we would need to give you that direction this evening, or is that something--? 37 Item a. Page 28|March 11, 2024 James David: Well, it's a long process, so if you're not ready to give it to us tonight, that's fine, but at some point, I think signaling that to staff would be a good thing. Vice Mayor Steinberg: Okay. Well, would the Mayor have any objection to us taking a straw poll to see if that's a direction we might want to go in? Mayor Burk: Does everybody have enough information to make that decision? Council Member Bagdasarian: Mr. Vice Mayor, would you please mind just clarifying the request? Vice Mayor Steinberg: Well, I guess in its simplest form, it would be to make the data center a special exception in every zoning district. I think that's pretty straightforward, yes, other than the ones- - James David: Every zoning district, they're currently allowed in. Council Member Bagdasarian: That's the part that went through. Mayor Burk: [inaudible] James David: Data centers are-- They're permitted by right in the I-1, which is Industrial Research part zoning district, and they're permissible in the Planned Employment Center District, but remember, you need to rezone to get to PEC. I think what the Vice Mayor's saying is, do we want to change those P's to S's in those two districts? Vice Mayor Steinberg: I think so, yes. Mayor Burk: Yes, sir. Council Member Cummings: I just have a question. The special exception is great, but is there anything stronger than a special exception to deter development in the Town? Do we have any tools stronger to deter development? Mayor Burk: A no vote. James David: Well, you could take it out of those zoning districts altogether. Council Member Cummings: Yes. Okay. Thanks. James David: But we don't have a next level of beyond the special exception. [chuckles] Mayor Burk: Are there four people that would like to require that data centers be a special exception? [chuckles] Council Member Bagdasarian: [inaudible] Mayor Burk: Yes. James David: Okay, so we'll put it in the draft. You'll get another chance to look at it. It doesn't have to be decided, or voted on tonight, but thank you for that direction. Mayor Burk: Now, my concern is around the sustainability development. James David: Sure. Mayor Burk: I've seen this in different locations, especially in the county, and it doesn't always work very well. The example you gave was height. Someone does a green roof, and we give them another floor. They can make a building a little bit higher. Well, but that's not what's appropriate for that area. It's Downtown. There's not six-- I guess Downtown is four levels. 38 Item a. Page 29|March 11, 2024 James David: Four to five, yes, for the most part. Mayor Burk: We're going to end up giving them the opportunity to go up even higher, when it's really is not appropriate for it to be there. That kind of stuff really concerns me. James David: Okay. We could certainly take incremental steps, and only implement this where we would feel comfortable potentially giving building height, or it doesn't have to be building height as the as the carrot for the incentive. It could be another development standard, but the concept would be to urge construction techniques that are more environmentally friendly. Then there's a give and take. Mayor Burk: I understand that, but you know-- James David: Maybe building heights off the table. Mayor Burk: A green roof doesn't equate to another whole floor, or- James David: Certainly. Mayor Burk: -additional levels. The trade-off hasn't always been equitable or fair in my opinion. I'm just concerned about that. I don’t want to end up, we end up making this change in places where it's really not appropriate. Well, we did the green roof, we did this sustainability thing, so you have to give us this incentive. That would be where my concerns are. James David: Okay. Thank you. Mayor Burk: All right. Anyone else at this point? All right, thank you very much. Council Member Cummings: Can I just add one comment? Mayor Burk: One comment. Council Member Cummings: Just one quick comment, and this is my concern with the process. Not to sound like that person, but this is my concern with the process with exactly what the Mayor brought up. That's like a very specific conversation. If we're talking about five or six articles in one night, it gets of lost in that discussion. My hope is, as we plan the future work that we maybe look at, pulling out some of the higher conversation articles, and doing public hearings or doing meetings on those individually rather than trying to jam three or four together. Mayor Burk: I didn't understand what you just said. Council Member Cummings: I just was saying, that's a very important conversation to have about all of those incentives and everything. I just want to make sure whenever we have the kind of near-final conversation about this, that we have the opportunity to really get down in the weeds on those issues. If we would do that with a one article meeting rather than four or five articles in the same meeting, it might be easier to have those conversations. Mayor Burk: Oh, okay. James David: We can certainly do that when we get to the draft text. Mayor Burk: Okay. Thank you, James. Appreciate that. We have some proclamation requests that I will need motions for. The Environmental Advisory Commission Chair, Paul Sheaffer has asked for a proclamation on Keep Leesburg Beautiful, which is coming up in April. Do I have four votes? Well, I can’t vote, how do I do that? [crosstalk] Four head nods, okay. That people would be interested in doing that proclamation. Okay. We have one from the Director of Utilities, Amy Wyks, for National Drinking Water Week, May 5th to the 11th. Do we have four people that would be interested in doing that one? Okay. We have a request from a resident to recognize and honor, firefighter-- I'm going to-- No, this is firefighter, B-E-N-D-E-Z-U. He is a Volunteer Firefighter, but he's also one of our Police Officers. I don't know how to say his name. Ben, Ben--I don't want to mess it up. 39 Item a. Page 30|March 11, 2024 Anyway. Is that you? [laughter] Do you know who I'm talking about? Do you know how to say his name? Unidentified Speaker: I believe it's Bendezu. Mayor Burk: Bendezu. Thank you. Unidentified Speaker: [inaudible] Mayor Burk: He was--I'd like to thank firefighter Bendezu for his commitment heroic action on February 16th at the Sterling tragedy. The firefighter was assigned to truck crew T620 and did not hesitate to risk his own life to save others that night, along with his Town-- teammates. He is a Leesburg Police Officer. Are there four people that would be supportive of doing a proclamation for this gentleman? Okay. The next one is a proclamation. I'm sure that we remember reading recently, we had a gentleman that was playing basketball at Ida Lee and had a heart situation, had some sort of medical situation. The Ida Lee staff was instrumental in saving this gentleman's life. The Emergency Doctor called me and told me that without the work that our staff at Ida Lee did, this gentleman would not have survived. I would like to take the opportunity to acknowledge those staff people and Mr. Dentler, you know who they are? Kaj Dentler: Yes. Mayor Burk: Thank them for their quick action and their bravery of being able to help keep someone from a terrible situation. Everybody on that one? Okay. Then I have a last one. It's not a proclamation. I'll wait till we go through the other stuff. Does anybody have anything else proclamation-wise? No? Okay. How about future meetings or agenda topics? Yes, sir. Council Member Cummings: Just one future agenda topic. As we're in the budget season, not for fiscal year '25, but maybe the future, have a discussion with our Airport Commission around airport landing fees for a period of time to help offset the cost of the tower. Mayor Burk: I would not be supporting that, Mr. Cummings. That has been brought up in the past. One of the effects of it was that the airplanes left. It made an impact on-- because the other airports are not charging it. When you start to charge it, the airplanes go to the other airports. Council Member Cummings: Okay, but I'm just asking for a discussion on it. We're asking the taxpayers to shoulder 10 million, which will probably end up being 12 million for a control tower. I'd like just to have a discussion about how we can help offset those funds. Mayor Burk: Okay. Anyone else have-- Yes. Are there four people that would like to have that discussion? Vice Mayor Steinberg: Before we get there, I was wondering if we've had any input from the Commission about this particular topic. Council Member Cummings: I've spoken with the Chair of the Commission and a Member of the Commission who both were open to the discussion. Vice Mayor Steinberg: Okay. Mayor Burk: Good. Oh, okay, wait a minute. I'm just tying into that. I knew there was a point I was trying to make. Tying into that, I would like very much for us to set up a separate meeting with the Airport Commission and the Airport staff, and the Council, not on a work day but have a separate day to have this discussion about what do we envision, the 40 acres being used for at the Airport. We keep getting requests about it, there are people that are interested. We don't really have an answer because we haven't decided what is it that we want. Do we want to keep it for the future? Do we want to do something different with it? I think it's important that we have that discussion when there is a level of interest in what we're going to do with those 40 acres. Vice Mayor Steinberg: This is a special meeting for the Council and the Airport Commission. 40 Item a. Page 31|March 11, 2024 Mayor Burk: Right, and it doesn't have to be tomorrow or anything like that. It's not something that has to be right away, but it's something that we should be doing. I would like to see us do in the not- too-distant future. Are there four people that would be willing to do that discussion? Okay. All right. And Dr. Cimino-Johnson? Council Member Cimino-Johnson: Yes, Madam Mayor, I'd like to ask that we have a discussion with the Leesburg Movement either during a work session or a special meeting where we discuss what they plan to do in the next couple of years and then our expectations around how much manpower we can provide if they're going to keep asking for events in the Town. Mayor Burk: All right. Mr. Dentler, is that okay? You weren't talking about staff to staff, you were talking about us. Kaj Dentler: Correct. I believe that's an appropriate thing for Council to do on the larger picture, how do we make this partnership work for everybody? Mayor Burk: Okay, great. All right. Are there four people willing to do that? Vice Mayor Steinberg: Are we looking for a special meeting or are we looking for the Leesburg Movement to come and give us a presentation during a work session? What are we looking for? Council Member Cimino-Johnson: I'll look to the Mayor to guide us. Mayor Burk: Probably, it would be better to have a discussion than just have them do a presentation, I think. Kaj Dentler: Yes. I would recommend that, I know you may not want a special meeting, but I think when you can have a special meeting in a different environment than this room, I think you can have more collaboration and working together than what this room can create. Vice Mayor Steinberg: Yes, I agree. Mayor Burk: Four people willing to do that? Okay. That moves forward. Anyone else? Is there a motion to adjourn? Vice Mayor Steinberg: Moved. Mayor Burk: Seconded by Mr. Bagdasarian. All in favor? Members: Aye. Mayor Burk: Opposed? That passes. 41 Item a. COUNCIL MEETING March 12, 2024 1 | P a g e Council Chamber, 25 West Market Street, 7:00 p.m. Mayor Kelly Burk presiding. Council Members Present: Ara Bagdasarian, Todd Cimino-Johnson, Zach Cummings, Kari Nacy, Vice Mayor Neil Steinberg, Patrick Wilt and Mayor Kelly Burk. Council Members Absent: None. Staff Present: Town Manager Kaj Dentler, Town Attorney Christopher Spera, Deputy Town Manager Keith Markel, Finance and Administrative Services Director Clark Case, Public Works and Capital Projects Director Renee LaFollette, Parks and Recreation Director Rich Williams, Utilities Director Amy Wyks, Assistant Town Manager Kate Trask, Economic Development Director Russell Seymour, Airport Director Scott Coffman, Leesburg Police Major Vanessa Grigsby, Deputy Town Attorney Christine Newton, Community Development Chief Engineer Bill Ackman, Finance Deputy Director/Treasurer Lisa Haley, Capital Projects Assistant Director Doug Wagner, Management and Budget Officer Cole Fazenbaker, Deputy Management and Budget Officer Tamara Keesecker, Sustainability Manager Deb Moran, Senior Land Acquisition Manager Keith Wilson, Land Acquisition Manager Lawrence Bowman, Management and Budget Analyst Liz Weaver and Clerk of Council Eileen Boeing. AGENDA ITEMS 1. CALL TO ORDER 2. INVOCATION was given by Rev. Seungsoo Jun, Leesburg United Methodist Church. 3. SALUTE TO THE FLAG was led by Council Member Cummings. 4. ROLL CALL a. All Council Members present. 5. MINUTES a. Work Session Minutes of February 26, 2024 MOTION 2024-037 On a motion by Council Member Nacy, seconded by Council Member Cummings, the February 26, 2024, Work Session minutes were moved for approval. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 42 Item b. COUNCIL MEETING March 12, 2024 2 | P a g e b. Regular Session Minutes of February 27, 2024 MOTION 2024-038 On a motion by Council Member Nacy, seconded by Council Member Bagdasarian, the February 27, 2024, Regular Session minutes were moved for approval. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 6. ADOPTING THE MEETING AGENDA MOTION 2024-039 On a motion by Council Member Nacy, seconded by Council Member Cimino-Johnson, the meeting agenda was moved for approval. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 7. CERTIFICATES OF RECOGNITION a. None. 8. PRESENTATION OF PROCLAMATIONS a. Save Soil Day MOTION 2024-040 On a motion by Council Member Steinberg, seconded by Council Member Nacy, the following was proposed: I move to approve the Proclamation recognizing March 21, 2024, Save Soil Day to be proclaimed at the March 12, 2024, Town Council Meeting. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 Mayor Burk presented the proclamation for Save Soil Day to Ms. Allison Callaway who made a few remarks. The Save the Soil Day group gave Mayor Burk a plant. 43 Item b. COUNCIL MEETING March 12, 2024 3 | P a g e 9. PRESENTATIONS a. “Scrape the Grape” – Combatting the Spotted Lanternfly Visit Loudoun President and CEO Beth Erickson along with Mr. Jack McNamee representing the Loudoun Invasive Removal Alliance (LIRA) and Ms. Beth Sastre with the Loudoun County Virginia Cooperative Extension, advised Council of an upcoming event titled, “Scrape the Grape” to be held on April 6, 2024, to raise community awareness and involvement in combatting the invasive Spotted Lanternfly in Loudoun. 10. REGIONAL COMMISSION REPORTS a. None. 11. PETITIONERS The Petitioner's Section opened at 7:21 p.m. Matt Chwalowski, 831 Smartts Lane. Spoke to Council to share his suggestions regarding the budget process. Tim Rush, 357 Foxridge Drive SW. Spoke to Council to urge Council to pass a resolution for immediate and unconditional ceasefire in Gaza. Richard Freeman, 114 Wilson Avenue NW. Spoke to Council requesting endorsement of economic development ideas in Gaza that will promote peace. Richard Burden. Spoke to Council to endorse the statements made by Mr. Rush and Mr. Freeman. The Petitioner's Section closed at 7:33 p.m. 12. APPROVAL OF THE CONSENT AGENDA MOTION 2024-041 On a motion by Council Member Nacy, seconded by Council Member Cummings, the following consent agenda was proposed: a. Town Hall Art Exhibit by Mary J. Lanaghan RESOLUTION 2024-035 Approval of Town Hall Art Exhibit by Mary J. Lanaghan b. Fiscal Year 2025 Creative Communities Partnership Grant RESOLUTION 2024-036 Authorization to Apply for the Fiscal Year 2025 Creative Communities Partnership Grant through the Virginia Commission for the Arts and Providing for the Distribution of the Grant Funding and Town Matching Funds to Certain Independent Art Organizations 44 Item b. COUNCIL MEETING March 12, 2024 4 | P a g e c. Banking Services Authorization RESOLUTION 2024-037 Authorizing the Town’s Chief Financial Officer and Other Designated Town Financial Officers to Establish and Sign Banking Agreements and Take Other Actions Related to the Custody and Transfer of Stocks, Bonds, Securities and Other Financial Instruments on behalf of the Town of Leesburg, Virginia d. Special Event Fee Waiver for “Burg” Family Reunion Club’s Juneteenth Celebration 2024 RESOLUTION 2024-038 Waiving Special Event Fees for the “Burg” Family Reunion Club’s Juneteenth Celebration 2024 e. Contract Award for Pump and Motor Maintenance, Replacement, and Installation Services for Department of Utilities RESOLUTION 2024-039 Contract Award for Utilities Pump and Motor Maintenance, Replacement, and Installation Services f. Energy Efficiency Conservation Strategy (EECS) RESOLUTION 2024-040 To Adopt an Energy Efficiency Conservation Strategy for Reducing Energy Consumption in Government Operations. The Consent Agenda was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 13. RESOLUTIONS /ORDINANCES / MOTIONS a. None. 14. PUBLIC HEARINGS a. Public Hearing – Fiscal Year 2025 Proposed Budget The public hearing opened at 7:35 p.m. Mr. Cole Fazenbaker presented Council with the Fiscal Year 2025 proposed budget. 45 Item b. COUNCIL MEETING March 12, 2024 5 | P a g e Public Speakers: Russ Shaw, 1312 Moore Place SW. Spoke to Council is support of accelerating the construction of pickleball courts in the Capital Improvements Program (CIP). David Wigglesworth, 1423 Hague Drive SW. Spoke to Council is support of accelerating the construction of pickleball courts in the Capital Improvements Program (CIP). Kathleen Kunitz, 407 Lacey Court. Spoke to Council is support of accelerating the construction of pickleball courts in the Capital Improvements Program (CIP). The public hearing was closed at 7:50 p.m. No action was taken on the proposed Fiscal Year 2025 Proposed Budget. Mayor Burk noted the final budget mark-up session was scheduled for March 18 and adoption of the budget on March 19. b. Vacating a Portion of Public Right-of-way at 39 Sycolin Road SE and Authorizing Conveyance of Surplus Real Property to Abutting Landowner The public hearing opened at 7:51 p.m. Mr. Lawrence (Ben) Bowman presented Council with the request to vacate a portion of public Right-of-way at 39 Sycolin Road SW and to request authorization to convey the surplus property to the abutting landowner. Public Speakers: Jim Roncaglione. Spoke to Council as a nearby landowner in the area and had no objections to the request. Mr. Roncaglione added he is presently maintaining a portion of property behind his property that is owned by the School Board. Mayor Burk asked Mr. Dentler to have staff contact the School Board to ensure that this property is maintained by County staff in the future. The public hearing was closed at 8:05 p.m. Council and staff discussed the request. Staff confirmed that they were certain of the property owners identified in the request. MOTION 2024-042 On a motion by Vice Mayor Steinberg, seconded by Council Member Nacy, the following was proposed: 46 Item b. COUNCIL MEETING March 12, 2024 6 | P a g e I move to approve the proposed Ordinance Vacating a Portion of Public Right-of-way at 39 Sycolin Road SE and Authorizing Conveyance of Vacated Surplus Real Property to Abutting Property Owner Pursuant to Sections 15.2-2006 through 15.2-2008 of the Code of Virginia. ORDINANCE 2024-O-005 Vacating a Portion of Public Right-of-way at 39 Sycolin Road SE and Authorizing Conveyance of Vacated Surplus Real Property to A butting Property Owner pursuant to Section 15.2-2006 through 15.2-2008 of the Code of Virginia The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 15. UNFINISHED BUSINESS a. None. 16. NEW BUSINESS a. None. 17. COUNCIL DISCLOSURES AND COMMENTS / ADDITIONS TO FUTURE MEETINGS Council Member Cimino-Johnson requested a work session discussion on developing a downtown parking plan to align parking fees with the cost of parking. It was the consensus of Council to add this item to a future work session discussion. Vice Mayor Steinberg disclosed he met with Rabbi Chaim Cohen regarding a proposed project on the Hamblet property. 18. MAYOR DISCLOSURES AND COMMENTS / ADDITIONS TO FUTURE MEETINGS Mayor Burk welcomed all three rating agencies to Leesburg – Fitch, Moody’s and S&P – who all reconfirmed the Town’s tiple AAA rating. Mayor Burk thanked the staff responsible for their efforts in maintaining the rating. Mayor Burk attended the Spring Bling event at Ida Lee and commended staff for an excellent job. Mayor Burk attended the funeral service along with Council Member Nacy for fallen Firefighter Brown and noted it was a very moving experience. Mayor Burk welcomed Cucinamore to Leesburg and noted they are celebrating their 10 year anniversary of being in business. Mayor Burk thanked the Preschool Learning Center for inviting her to come and read to 80 3-, 4- and 5-year olds at the Center. Mayor Burk attended the HUBZone and expressed appreciation for those who put them forward. Mayor Burk met with the Mayor Gene McGee of Ridgeland, Mississippi to discuss Leesburg’s data center standards. Mayor Burk said he advised her they have a 750-acre site in Ridgeland that Amazon is looking to develop as a data center and they are 47 Item b. COUNCIL MEETING March 12, 2024 7 | P a g e looking to Leesburg to benchmark for data center standards. Mayor Burk attended the Loudoun Education Foundation Fueled, Feed the Kids event noting they prepare over 1,000 boxes of food weekly for students in over 133 schools in Loudoun County. Mayor Burk thanked them for their efforts. Mayor Burk wished everyone a very happy St. Patrick's Day. 19. TOWN MANAGER COMMENTS a. None. 20. ADJOURNMENT On a motion by Vice Mayor Steinberg, seconded by Council Member Nacy, the meeting was adjourned at 8:11 p.m. __________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: _______________________ Clerk of Council 2024_tcmin0312 48 Item b. 1|March 12, 2024 March 12, 2024 – Leesburg Town Council Meeting (Note: This is a transcript prepared by a Town contractor based on the video of the meeting. It may not be entirely accurate. For greater accuracy, we encourage you to review the video of the meeting that is on the Town’s Web site – www.leesburgva.gov or refer to the approved Council meeting minutes. Council meeting videos are retained for three calendar years after a meeting per Library of Virginia Records Retention guidelines.) Mayor Kelly Burk: I would like to call to order tonight the March 12th, 2024 Town Council meeting. If anyone in the room needs hearing assistance, please see the Clerk. Council Member Cimino- Johnson has asked Reverend JR Jun from the Leesburg United Methodist Church to lead the invocation tonight and it will be followed by the salute to the flag by Council Member Cummings. Reverend, welcome. Rev. Seungsoo Jun: Thank you, Mayor Burk and all esteemed Council Members. It is my honor to be here at the Town committee. I believe that it is a time that we need great adaptive leadership, and I want to thank you for your adaptive leadership in leading us in this time. Before I start, I just want to thank Dr. Cimino-Johnson for the invitation that I can come tonight and be part of this invocation. As we gather today, we reflect on shared values that unite us. May our discussions be guided by wisdom, empathy, and the commitment to the well-being of our Town. Let us approach the challenges before us with open minds and collaborative spirits, seeking solutions that uplift and strengthen our community, and may this meeting be a testimony of the power of collective actions and the enduring spirit of unity. Knowing that we cannot do this alone, I invite you, if you are comfortable, to join me in the time to pray and ask God for the strength that unites us together. Let us pray. Almighty God, unto whom all hearts are open, all desires known, and from whom no secrets are hidden, cleanse the thoughts of our hearts by the inspiration of your grace and your Holy Spirit. Be with us as we gather to discuss the Town's need and help us understand that you brought us here together so that we could discern the best way for this Town. In our openness to listen and discern, let us witness how you are with us and how you make your ways through us. Through this meeting tonight, let us see how the unity grows within and through us so that we may also see your perfect love as we trust and rely on you. As we pray in your holy name through Christ the Lord. Amen. Mayor Burk: Thank you. Would you rise for the Pledge of Allegiance? All: I pledge allegiance to the flag of the United States of America, and to the republic for which it stands, one nation under God, indivisible, with liberty and justice for all. Mayor Burk: Let the record reflect that all members of Council are present. We have two sets of minutes, the working session minutes of February 26th, 2024. Do I have a motion? Council Member Kari Nacy: So moved. Mayor Burk: Council Member Nacy. Second? Council Member Zach Cummings: Second. Mayor Burk: Second, Council Member Cummings. All in favor indicate by saying aye. Members: Aye. Mayor Burk: Opposed? That passes 7-0. The regular session minutes of February 27th, 2024. Council Member Nacy: So moved. Mayor Burk: Council Member Nacy. 49 Item b. 2|March 12, 2024 Council Member Ara Bagdasarian: Second. Mayor Burk: Seconded by Council Member Bagdasarian. All in favor indicate by saying aye. Members: Aye. Mayor Burk: Opposed? That passes 7-0. Can I have a motion to adopt the meeting agenda? Council Member Nacy: So moved. Mayor Burk: [chuckles] Council Member Nacy. She's on a roll. Is there a second? Council Member Todd Cimino-Johnson: Second. Mayor Burk: Council Member Cimino-Johnson. Is there any deletions or amendments? All in favor indicate by saying aye. Members: Aye. Mayor Burk: Opposed? That passes 7-0. We have no certificates tonight, but we do have a proclamation for the Save the Soil Day. I will read this out, and then I will come down to meet all the Save the Soil people down there. The proclamation is Save the Soil Day, March 21st, 2024. "Whereas Save Soil is a global movement launched by Sadhguru." I was close? Allson Callaway: Yes, you were. Mayor Burk: Oh, good. Thank you. "Uniting world leaders, visionaries, influencers, and citizens of all nations behind a common purpose to restore and safeguard the world's soil. Whereas Safe Soil aims to address the global crisis, recognizing that 52% of the world's agricultural soils are already degraded. Then by 2050, 90% of the Earth's soils could be degraded. Whereas addressing soil degradation issues would bring solutions for the loss of biodiversity, nutritional deficiencies, food scarcity, water security, climate change and mass migration. Whereas the proposed solution is to advocate policies across all nations towards soil restoration and aim to increase organic matter in agricultural soil to a minimum of 3%-6%. Whereas to where to raise awareness and activate support from leaders and citizens alike, we Sadhguru-- Allson Callaway: Sadhguru. Mayor Burk: [chuckles] "Was on a 30,000-kilometer journey as a lone motorcyclist covering 27 nations over 100 days since March 21st, 2022. Whereas the movement is supported by 81 nations globally. Therefore proclaimed that the Mayor and the Council of the Town of Leesburg, Virginia, hereby recognized March 21st, 2024, as the official 2024 Save Soil Day in the Town of Leesburg. Proclaimed this 12th day of March." I'm going to come down and present this to Allison. Chris Spera: You need a motion. Mayor Burk: Do I have a motion? [laughs] Vice Mayor Neil Steinberg: So moved. Council Member Nacy: Second. Mayor Burk: Thank you. We have a motion made by Vice Mayor, seconded by Council Member Nacy. All in favor? Members: Aye. Mayor Burk: Opposed? That passes 7-0. Now I'll go down. 50 Item b. 3|March 12, 2024 [background conversation] Mayor Burk: Thank you. Allison, [chuckles] hello. You made this request for this proclamation? Allison Callaway: Yes. Mayor Burk: Would you like to explain it a little further and perhaps say the gentleman's name correctly that I missed up? Allison Callaway: Yes, it's Sadhguru. Mayor Burk: Sadhguru? Allison Callaway: Yes. He started this movement and we are all volunteers, part of a nonprofit organization called Conscious Planet. This is led by Sadhguru. The most pressing issue today is the soil health, the health of our soils. As you had read earlier, 52% of the US agricultural soils or soils is degraded. The UN has estimated that by 2045, we will be producing 40% less food if we do not turn this around, and our population will grow from 8 to 9.3 billion. Soil is like a living organism. 87% of species are dependent on soil, including humans. Mayor Burk: Absolutely. Allison Callaway: Yes. Having a healthy soil is also really good for reducing greenhouse gas emissions. It's by 30% to 35% it sequesters the-- Mayor Burk: Carbon. Allison Callaway: Carbon, correct. Thank you. It also sequesters water. This is also very important. Mayor Burk: Absolutely. What are some things that people can do in their own backyards, in their own garden? Anything? Allison Callaway: Yes, you can get in touch with the soil, that's good for you. When you touch the soil and you garden and this is very good. The Conscious Planet is advocating for is government policy. We need a government policy to protect our soil, ensure that we keep at least 3% to 6% organic content. Because the top of the soil is like it's being ripped open to the sun. It's living and it needs some shade. Is the main problem. It's a simple solution, but it's become a crisis. Mayor Burk: Absolutely. Thank you for bringing this to our attention. I don't know if you've had a chance to talk to Avis Renshaw, whose Mom's Apple Pie. She owns that particular place. All of her pies are made by product from her farm, and she's a huge advocate for protecting the soil and is very much in tune to that same message. Allison Callaway: I hope this Save Soil Day will help the policies get made that we need for the planet. Mayor Burk: Okay, thank you. Allison Callaway: Thank you so much. Mayor Burk: Thank you very much. Appreciate it. [applause] Mayor Burk: Hello, how are you? Unidentified Speaker: Do you need this? Because if we save soil, flowers will grow anyways. Mayor Burk: We love flowers, don't we? 51 Item b. 4|March 12, 2024 Unidentified Speaker: I kind of want to keep this. Mayor Burk: Oh, you want to keep it? Unidentified Speaker: If you save soil, you'll get flowers. Mayor Burk: Oh, okay. [laughter] Unidentified Speaker: In your garden. Mayor Burk: I'm not sure what message you're trying to tell me, [laughter] but thank you. Did you want this back? Unidentified Speaker: No, you're fine. Mayor Burk: Thank you. That's wonderful. What kind of plant is this? Do we know? Unidentified Speaker: That's a bonsai. Mayor Burk: Bonsai. Oh, okay. Unidentified Speaker: Did you want a picture with him? Would you get a picture with them, Simon? Unidentified Speaker: Yes, let's, if you don't mind. Unidentified Speaker: Can you hand it over to take a picture, Alexander? Yes. Unidentified Speaker: Put in front of you all. Unidentified Speaker: That's okay. [chuckles] Just our future generation is good. Mayor Burk: All right. Unidentified Speaker: Active members [inaudible]. Unidentified Speaker: Just a small something to appreciate for your time. Mayor Burk: Oh my gosh, thank you very much. Totally appreciate it. Unidentified Speaker: Thank you so much. Mayor Burk: Yes, thank you. Thank you all for coming and for doing all this. Thank you. Have a good evening. [pause] Mayor Burk: All right. Again, thank you all very much. That now takes us to our presentation from Ms. Erickson. This is about the invasive removal of the spotted lanternfly. Beth Erickson: We will be very quick. We only have 10 minutes total. Mayor Burk: You only have 10 minutes. [laughs] Beth Erickson: That is correct. Jack is going to kick us off. Jack McNamee: All Council Members, Mayor, Vice Mayor, my name is Jack McNamee, and I'm with the representatives here-- 52 Item b. 5|March 12, 2024 Mayor Burk: Jack, could I interrupt you for a second? Would you spell your name for the closed captioning? Jack McNamee: M-C, capital N, A-M-E-E. Mayor Burk: Thank you. Jack McNamee: Actually, I haven't spoken here since St. John's Church when we went through the approval process. Mayor Burk: Oh, It's been a while. Jack McNamee: I'm Jack McNamee and I'm here to represent the Loudoun Invasive Removal Alliance called LIRA. LIRA is a nice term, we think, we're sticking to it. It basically is representatives of over 35 HOAs across Loudoun County, including several in the Town of Leesburg crossing all the districts. Basically, over 200,000 residents are part of that group of looking to remove invasives and replace them with other native plants. That's the concept. In support of that, from last year, we've had several other groups involved as part of our team we're working with, including Loudoun Soil and Water, the wineries, the Farm Bureau, Visit Loudoun, and the Tree Commission, Piedmont Environmental, Loudoun Wildlife, a conservancy in Blue Ridge PRISM. Those are the different groups. Also, I forgot Native Forward, the former Audubon Society Group. That's our group and-- Beth Erickson: Yes. Jack McNamee: You want to go ahead? Beth Erickson: The progress that this group has made has been tremendous. The information is certainly in your packet, and you can take a look at it. One of the things that led us to all come together was actually something that I saw as a bridal couple was going into the Birkby House. There was a couple going to have their photos taken. She had a beautiful dress. She steps away from the photographer into the street to stomp on a spotted lantern fly. As she did it, she goes, "That's for the wineries." I'm walking by with my dog, and I'm like, "Wow, there is something here." When LIRA has this incredible success, we are introduced to LIRA, and as you know, the spotted lantern fly activity, Beth is going to touch base in just a second, in Leesburg is great. We are working together with Virginia Cooperative Extension, the Loudoun Wineries, Loudoun County, and we are here tonight to both brief you, and then to make sure that we have your understanding of where we will be going on April 6th, 2024 as we scrape for the grape. This is a simple concept that we think is going to be really, really strong. Working with LIRA, we are sending the message out about the importance of agriculture, but also awareness of the spotted lanternfly. We are starting that tomorrow on April 6th. Beth will tell you where they are going to be going. We're going to be deploying volunteers in teams to go out. Very simply what they're doing is we have credit card shaped and size scrapers. They're going to go look for the egg masses on trees, under rocks, under benches, and literally just scrape them, because as you scrape them, each one of the sacks holds 30 to 50 eggs. Our goal is to remove hopefully a half a million through this process. Then also that weekend, we are going to be thanking the volunteers. While we are doing it, we are going to be tagging the tree of heaven for later removal. I'm going to bring up Beth to talk about where we are going to be going in the Leesburg area. Unfortunately, that did not make it into the slides, but she's going to tell you where we are. Mayor Burk: Before you do that, may I ask? Beth Erickson: Absolutely. Mayor Burk: Would you explain why you are going to be getting rid of the tree of heavens trees? 53 Item b. 6|March 12, 2024 Beth Sastre: Good evening, everyone. Thank you for having us. My name is Beth Sastre. I'm the commercial horticulturist for Virginia Cooperative Extension in Loudoun County. I work with farmers and agricultural workers. In 2018, spotted lanternfly arrived in Winchester, and in 2019, we had it here. Spotted lanternfly is a non-native invasive insect that prefers tree of heaven and grapes. Tree of heaven is also an invasive plant. Those two plants are the ones that they prefer the most. That's why we are saying we are going to scrape for the grape and at the same time, we are going to be tagging all this, the tree of heavens that we can find for later removal as Beth said. When we start working with spotted lanternfly awareness here in Loudoun County, we have several hotspots. The first one it was downtown Leesburg, and then we found something on Ida Lee and the Rust Library. Those are the ones that we have identified that have egg masses that people can reach out safely. There are going to be many other places, but we cannot reach out because 30% of the egg masses are going to be at the safe area that we can reach. The rest are going to be on the top. As Beth said, if you scrape one egg mass is about 30 or 50 individuals less next year. Beth Erickson: Then we'll bring it over here as well. Again, one of the key parts of this is it is low impact and it's also a way to engage these HOAs throughout all of Loudoun County, many of whom are in the Town of Leesburg to participate. The Web site is going live, which is Loudoun Invasive Species. It's going live. It's live now. Then we're going to drop a press release tomorrow to get the word out. I know that I'm encouraging my HOA in Chesterfield Place to participate because we think it's going to be a really good and important project, and we're happy to answer any questions you might have. Mayor Burk: Okay, thank you. Is anyone have any questions? I do. You say "scrape the eggs", what do you do with them? Beth Erickson: Let me go back and show you the picture. They are the brown masses. You can see the adult lanternflies, but you'll also see things that look like just brown mud masses. When you scrape them, you're literally smashing them as you come out. It's a very simple thing to do. Beth took us out to show us outside of our office where the coffee roaster is. There were 20 in that tree alone. That could be 1,000 spotted lanternflies right there. It's actually oddly satisfying to just pull them off, to scrape them off. That's what we're looking to do, low impact, high yield. Mayor Burk: They're not gushy and squishy? Beth Erickson: Not the ones that I did, Madam Mayor. I cannot guarantee that, but I know that if you come out with us on the 6th, we will find you good ones. Mayor Burk: Okay. All right. [laughter] Beth Sastre: They will be just scratch it if you do it with your fingers. That's my technique, is faster. Beth Erickson: I would not do that. Beth Sastre: [inaudible] Beth Erickson: If you want to add when we're on a timer. Jack McNamee: Yes, okay. Mayor Burk: All right, thank you. April 6th, we need to mark our calendars. Did you state where it's going to be on the 6th? Beth Erickson: I'm sorry. Beth, do you want to say it again? Reiterate what we've been-- Beth Sastre: The location that we found here right now are at Ida Lee Park. 54 Item b. 7|March 12, 2024 Mayor Burk: Lee and Rust. Beth Sastre: The aquatic park there, the Rust Library,- Mayor Burk: Those are the places. Beth Sastre: -and downtown Leesburg. Mayor Burk: Okay. Beth Erickson: Then it will be on public property in downtown Leesburg where we're looking to do. Mayor Burk: Okay, great. Jack McNamee: Now, I have one final item. I'm Jack McNamee, as I said. I'm the representative for the Leesburg District in terms of helping all the other HOAs here that want to participate in other parts of this project, removing invasives off their land, going through the paperwork, and everything else. I have a sheet of paper here with too much information, but the bottom of it is my name and address, so anyone who wants to contact me about it, I'll gladly help them do it. As I said, my focus is the Town of Leesburg and the area around it. Mayor Burk: Great. Wonderful. Thank you. Jack McNamee: Thank you. Beth Erickson: Thank you very much. Mayor Burk: Appreciate it. All right. Our next session that's up is our-- Is there anyone who has any regional commission reports at this point? The COLT is supposed to be meeting tomorrow, but they're looking to change it to the following week, so I don't know if I have anything to report or not. Petitioners, one of the first orders of business is to hear from the public. All members of the public are welcome to address the Council on any item, matter, or issue. Please identify yourself, and if comfortable doing so, give your address for the taped record. Any public speaker will be requested to state their name and spell it for the purpose of closed captioning. In the interest of fairness, we ask that you observe the three-minute time limit. The green light on the timer will turn yellow and you'll have one minute remaining. At that time, we would appreciate your summing up and yielding the floor when the bell indicates your time has expired. Under the rules of orders adopted by this Council, the time limit applies to all. Now, I do want to say if you are here to talk about a budget item, you probably should wait until we're doing the budget, which is the next thing after this. Anybody here for pickleball or anything, technically, you should wait for the budget. If you can't wait and you want to speak, that's fine. We'll move it forward, but I did want to let you know that. Our first speaker is Matt Chwalowski, followed by Russ Shaw. Matt Chwalowski: Evening, everybody. My name is Matt Chwalowski representing myself. 40 years in Leesburg here. I actually want to talk about budget, but I don't want to talk about budget items. I want to talk about the budget framework to help you guys think about a budget. I'm talking from a perspective of respecting taxpayers. My background is I have been a business transformation consultant for 25 years working with business and governments at all levels, and I spent a year working as operations director in a municipality seven times bigger than Town of Leesburg. I was responsible for about 100 people working field and office operations. That's my background. I don't like budget process. I'll tell you why. Because it's like from a perspective of a house owner who wants to sell his house at the highest possible price. Not speaking in generalities, the Town Manager establishes a budget and he swears it's cutting into the bone. Then the Town Council comes in and snips here and there, and then everybody declares a victory, but we don't see it. The fundamental question is, how do we know that we are getting our money's worth? How do we know it? What is the right price? We know what is the price of milk, but what is the price of government services? In private business, we have greater degree of confidence. 55 Item b. 8|March 12, 2024 Why? Because they have recessions and we have competition. Towns or municipalities, they are like old people with arteries clogged with cholesterol. There are Town Councils who manage that money flow, but guys, don't delude yourself. You're not a good proxy for what the market does. What can we do? My suggestion is zero the budget. Instead of going through all that crazy theatrics circus, why don't we just set the budget at last year's and see where things will start breaking down? Let's repeat it for the next year. Let's see where things start breaking down because then this guy here will start thinking creatively, and we have confidence that things are working. This is what I would encourage you to do. In my last last 30 seconds, I worked for this municipality seven times bigger and I observed how it works in addition to my duties. I wonder if all the jobs at the Town of Leesburg are full-time jobs. Because we are small. Is it 5%, but is like really 40 hours per week? Do we have enough work? I don't know. I would like to test that because from my experience, it just doesn't quite add up. I hope this is helpful and hopefully, you can take that zero-budget track. Thank you very much. Mayor Burk: Thank you, Mr. Chwalowski. Russ Shaw followed by Tim Rush. Russ Shaw: I can wait until the budget session. I'm Russ Shaw. Mayor Burk: All right, thank you. Tim Rush followed by Richard Freeman. Tim Rush: Good evening, everybody. I'm Tim Rush. That's spelled R-U-S-H at 357 Foxridge Drive. I come before you to urge the Council to pass a resolution for immediate and unconditional ceasefire in Gaza. The devastation in Gaza is almost too painful to put into words. Well over 30,000 dead, 70% of them women and children, another 70,000 wounded, deaths by starvation are on the rise. Only one- third of the hospitals are even partially functioning, operating at almost 400% beyond capacity. 82% of the population of 2.2 million has been displaced living in tents at best without adequate water or food and no electricity. Cities, housing schools, and hospitals have been leveled to dust. When the International Court of Justice found merit in the charge of this constituted genocide, Israel replied by attempting to demolish the principal UN agency distributing the trickle of aid that was reaching the population. Expressing alarm and outrage at this genocide does not make one a terrorist sympathizer, an antisemite, and does not indicate endorsement of the attack of October 7th and the taking of hostages. 400 American rabbis, cantors, and rabbinical students released a letter to President Biden March 7th calling for immediate ceasefire and massive increase in humanitarian aid. I am proud of my Jewish heritage. When I see that kind of moral stance from these rabbis, Jewish Voice for Peace, and so many other Jews inside and outside Israel. I applaud Congresswoman Jennifer Wexton's statement last week after over 100 Palestinians were killed when Israelis opened fire on desperate Palestinians at a food depot. When she said, "This is sickening. Violence against innocent civilians seeking lifesaving aid for their families is wrong and must end. We need an immediate ceasefire." City and Town Councils are the backbone of moral response in the US. Harrisonburg 75 miles west has just passed a resolution and I urge you to do the same. It's in the packet I've given you. We must do more than bring the current slaughter to an end. The basis for lasting peace is economic development with the late economist and statesman who resided in Loudoun County, Lyndon LaRouche, first proposed in 1975 and is called the Oasis Plan. My friend Richard Freeman will give more details to you. After the signing of the Oslo Accords In 1993, Yitzhak Rabin said, "We who have come from a land where parents bury their children, we who have fought against you, the Palestinians, we say to you today in a loud and clear voice, enough of blood and tears. Enough." Let us act in the spirit of the martyred Yitzhak Rabin, not of his killers. Thank you. Mayor Burk: Thank you, Mr. Rush. Mr. Freeman will be followed by Richard Burden. Richard Freeman: Thank you for allowing us to address you. I'm Richard Freeman, F-R-E-E-M-A-N, and I live at 114 Wilson Avenue Northwest. I would just ask everybody, if you could for a moment, just to take this. We've given this to you. If you could just take the packet and just turn to this piece through development. The most important thing in this part of the world is water, and we propose to bring water because you to cement a peace, a peace treaty is important, but you have to have 56 Item b. 9|March 12, 2024 economic development. People have to be employed. There has to be growth, there has to be that sort of development. Very quickly, and I'm sorry we can't show everyone in the audience, but if you go up from the Gulf of Aqaba, up, that's the Red Sea, that's about 100 miles, expressed in kilometers. That's one new canal we would build. A second one would then go from there, from the Dead Sea. The Dead Sea is the bottom of the Jordan River and it would go out to the Gaza. You see that in blue and that would bring new water out to the Mediterranean, would come in. The Mediterranean to the Dead Sea, which is at the base of the Jordan River, and going upwards from the Red Sea. Water could then be desalinated. You take the saltwater out. This is known how to be done. You would build desalination plants all along these two canals. We propose nuclear power. You can use other methods like hydroelectric power to make this possible. Once you do this, then you're going to grow in Gaza, you're going to grow in the West Bank, you're going to grow in Jerusalem more grains, more food. That's what is needed. The second part of the plan, you will see, it looks like a dashed, it starts up near Syria and snakes its way all the way down around until you get to Gaza. That's a railroad. You can build high-speed rail that would travel about 200 miles per hour. You're bringing factories, cement factories, factories of machine tools, and so forth. You can employ 500,000 to one million people. Now you can cement a peace. It's called peace through development. As Isaiah said, we can turn swords into plowshares, which can turn pruning hooks into development. My last point is, think of this. Think of Shimon, an Israeli, and Ahmed, a Palestinian. They may not like each other because these hostilities have been here for a while, but if they work on projects together, if they're engineers, their fate is turned and bound together. Their children may still have some of the animosities, but they're going to be developing factories. They're going to be developing other things and their grandchildren won't even know that there was a war. Mayor Burk: Sir, your time is up. Thank you very much. Richard Freeman: We ask you to endorse this. Mayor Burk: Thank you. Richard Burden, followed by David Wigglesworth. Richard Burden: Hello there. I'm Richard Burden. The last name's spelled B-U-R-D-E-N. I fully support and endorse everything that these two gentlemen have just said. I have nothing really to add other than I will answer questions after the close of the meeting, or if anybody has any questions now, I'll answer them. Mayor Burk: Thank you, sir. Appreciate it. David Wigglesworth? David Wigglesworth: I'll wait for budget session. Mayor Burk: All right. Is there anybody else in the audience that did not get a chance to speak, that didn't get a chance to sign up that would like to speak now? All right, seeing no one, then I will close the petitioner's section and move to the approval of the consent agenda. Our first item on the consent agenda is 12A, the Town Hall Art Exhibit by Mary Lanaghan. B, the Financial Year 2025 Creative Community Partnerships Grants. C is the Banking Services Authorization. D is the Special Event Waiver for Burg Family Reunion Club Juneteenth Celebration 2024. Contract Award for Pump and Motor Maintenance Replacement and Installation Services for Department of Utilities. F is the Energy Efficiency Conservation Strategy. Do I have a motion? Council Member Nacy: So moved. Mayor Burk: Council Member Nacy. Second. Council Member Cummings: Second. Mayor Burk: Council Member Cummings. Are there any items that anyone would like to have taken 57 Item b. 10|March 12, 2024 off? All right, all in favor of the consent agenda, please say aye. Members: Aye. Mayor Burk: Opposed? All right, that takes us to our public hearing. Our first public hearing for tonight is I call to order this March 12th, 2024, public hearing of Leesburg Town Council. Unless there is an objection, I will dispense with the reading of the advertisement. If you wish to speak, we ask that you either sign up on the sheet in the hallway outside of Council Chambers, but if you did not get the opportunity to sign up, we will give you an opportunity to speak. In the interest of fairness, we also ask that you observe the five-minute time limit. The green light in front of you will turn yellow at the end of three minutes, indicating you have one minute remaining. At that time, we would appreciate your summing up and yielding the floor when the bell indicates your time has expired. Under the rules of order adopted by this Council, the three-minute time limit applies to all, however, rather than have numerous citizens make remarks on behalf of a group, the Council will allow a spokesperson for the group a few extra minutes. In that instance, we would ask speakers, when they sign up, to indicate their status as a spokesperson, the group they represent, and their request for additional time. Our procedure for the public hearing is, first, there is a brief presentation by staff about the item before us. Second, members of the public that have signed up to speak will be called and given five minutes to make their comments. The public hearing item on the agenda for tonight is Fiscal Year 2025 Proposed Budget. Hello. Cole Fazenbaker: Good evening, Madam Mayor, members of the public, Council Members. My name is Cole Fazenbaker, Management Budget Officer for the Town. Mayor Burk: Could you spell your name for the closed caption? Cole Fazenbaker: Last name is F-A-Z-E-N-B-A-K-E-R. Mayor Burk: Thank you. Cole Fazenbaker: Tonight I'm presenting the Public Hearing for the Fiscal Year 2025 Proposed Budget. Some of the budget highlights are a lean budget with modest revenue growth, and this is due to a strong financial portfolio. As you may have seen earlier last week that all three credit rating agencies gave us a AAA bond rating. Budget includes strategic use of reserves and invest in our capital improvements program, our CIP, our capital asset replacement program, our CARP, and also our workforce, which is our staff. The real estate tax rate for the proposed budget is proposed at no change. Your review of the budget is $157.8 million in total. The general fund is increasing from $78.4 million to $81.6 million. Utilities fund for the operating is increasing $29.5 to $31.1 million, and that's in line with the recently adopted five-year rate plan. Where does your tax dollar go? It goes to the places where you would think it's going, to the public-facing direct services such as the Police, Public Works, Capital Projects, Parks and Recreation, and the Balch Library. The proposed real estate tax rate maintains the 17.74 per $100 of assessed value which equates to a penny equaling $1.1 million, and the equalized rate is $0.1695. If the equalized rate is used, the budget must be reduced by approximately $908,000. How this translates to your tax bill, the average tax bill for tax year 2024 is increasing $42 from $1,000 to $1,042 and that's a monthly increase of $3.50 for your average residential unit. Some of the key revenue estimates that we've historically shown you are up on the screen. The two lines that jump out are the sales and use tax, which is decreasing by $850,000 and that's mainly due to the formula used for sales tax which Leesburg gets a proportion of school-aged children compared to overall Loudoun County. Our percentage is going down because Loudoun is growing faster, is the main reason. It's also sales tax is starting to slow a little bit. It's still trending upward but it's the perfect storm. Then the investment income with the interest rate environment right now, we have $1.25 million increase in that line item. The key base budget adjustments for the budget include new leases which are the 58 Item b. 11|March 12, 2024 Public Works and Community Development office space leases, as well as the mobile air traffic control tower at the Airport, in addition to the stormwater management of $306,000. For our workforce, the personnel, we have budgeted 4% for your average pay-for-performance, 3% for your cost-of-living adjustment or COLA, and then also our health insurance is increasing by approximately 10% and we're using $395,000 out of the self-insurance fund to adjust that increase. The proposed key enhancements include a contribution of $30,000 using unassigned fund balance to the Leesburg Movement, which is a Council-approved Main Street program, as well as two yet to be identified school zone speed cameras. There's $88,500 in expenditures associated with that, but also revenue, which will make it a net positive budget impact. Our proposed Capital Improvements Program, or CIP, is robust this year at over $308 million, 75 projects, and that includes 11 new projects. Nine of those new projects are in the general government, and two in Utilities. Just Fiscal Year 2025 alone is $45.1 million or 41 projects, and Utilities fund accounts for 32% of that Fiscal Year, 2025, funding. Utilities fund overview, again, is in line with the recently adopted five-year rate plan. The proposed Fiscal Year 2025 budget is $45.7 million. The operations is $31.2, 3R, which is similar to the CARP in the general fund, which is replacement, and renovation, and rehab is $4.9, and then the capital projects is $9.6 million. Again, this is the first year of the new five-year rate plan adopted January 9th, and it includes the 4.1 average rate increase. It does have one enhancement position, which was identified in the study, and that's a Utility Water Treatment Plant Operator. Again, in summary, the budget has modest revenue growth due to having a very strong financial position. We're using reserves in the proposed budget. We're investing in our infrastructure, the CIP, CARP, and also our workforce. Lastly, the proposed budget includes no change in the real estate tax rate. This is the last slide. It outlines our proposed budget schedule. Tonight, March 12th, we're doing the public hearing, and then on Monday, March 18th, we'll have the final work session, which will be the final markup session. Then the next day, on March 19th, we'll have the public hearing adoption for the tax rate, and also, adoption of the Fiscal Year 2025 Budget. That's the end of my presentation. Mayor Burk: Thank you. Does anyone have any questions at this point? Okay. The petitioner section is where we signed up. Russ Shaw is the first speaker, followed by Tom Rush. Three minutes, yes. Russ Shaw: Thank you, Mayor, Council. I'm Russ Shaw, S-H-A-W. I live at 1312 Moore Place, so southwest quadrant of Town. I come here this evening bringing a paddle. For those that may not know what this is, it is a pickleball paddle. Guess what I'm going to talk about a little bit? I'm here to ask you all to please give some consideration as much as you possibly can to constructing the pickleball courts as soon as possible. I want to give you a few reasons why I think that should be moved up in terms of priority. I sent an email out prior to the meeting, hopefully, you all saw that. Some of what I'll say is repeated in that email, but I give you more data and more reference points within that. I want to share that pickleball, for those that may not know, the sport with a funny name, has grown exorbitantly over the last several years. I've played sports my entire life, well, since I was five or can remember, but I didn't play pickleball until the pandemic hit in 2020. It became a family event that we could all go out and do. At the time, we were trying our best to play on a tennis court because that's all we had access to. It became a sport that myself, my wife, and our three daughters all love to play. Our youngest daughter today plays for the Virginia Tech pickleball team. Mayor Burk: Yay. [laughs] Russ Shaw: Yay, go Hokies, even though I'm a JMU Duke, but I'll go with it. It has become a sport that's extremely popular. To give you some sense of that, I'll give you a few pieces of data here that allow you to give that consideration. It is the fastest-growing sport and has been in the United States for the past three years. through 2024, it's fully expected to be yet, again, the fastest-growing sport in the year. To put some numbers to that, there are more than 50 million people in the United States that have played pickleball in the last year. That number is tremendous. It's about 20%, roughly, of the adult population of this country played pickleball in the last year. 59 Item b. 12|March 12, 2024 The Leesburg area is not uncommon to the rest of the US, let me tell you, and I think that I would even suspect that there's even a higher percentage of active people in this Town that are enjoying the sport of pickleball. Unfortunately, we're having to leave the Town to play in most cases because availability of courts just simply isn't there. We need to provide this as a resource for our Town residents. Just so you have an idea, too. The growth in pickleball increased by about 86% from 2021 to 2022, and again, another 40% or so from 2022 to 2023. The trends are continuing to grow. We need to be able to satisfy the needs of our citizens. It is, in fact, the third most highly participated sport in America, behind jogging, running, and bicycling. It will, by the end of this year, probably have more than two times the number of participants as tennis, and so I ask you, give some consideration, compare the number of tennis courts versus the number of pickleball courts in our Town. Mayor Burk: Thank you. We appreciate the information. Russ Shaw: Thank you very much. Mayor Burk: Mr. Rush-- Oh, he was from the last one. Is there anybody else that would like to speak on the issue of the budget? Oh, that's right. He was the one-- Okay. David Wigglesworth: Hi, members of the Council. My name is David Wigglesworth, W-I-G-G-L-E-S- W-O-R-T-H. I'm here to speak to you about pickleball in the Town of Leesburg. I've been a resident here for 25 years, and it's about 24 years since I last stood here so you've generally been doing a good job, I think. Mayor Burk: [chuckles] Thank you. David Wigglesworth: I'm here to petition for the construction of the pickleball courts as soon as possible. Russ has, obviously, been reading the same Web sites that I have, so I won't go through all those details, but if you open the courts tomorrow, it wouldn't be soon enough. I've been playing pickleball for about five or six years, and in the last two to three years, it has really taken off. I mean, really taken off. Quite often we end up with 24 people trying to use two courts, of which you can get four people to a court. There's demand for it. Clearly, it is there, and the pace is completely outstripping something like tennis. No issue with tennis, it's a good game, just very different. The biggest difference, and some of the tennis people will tell you this, is it's a social sport. This is really good for the Town because how do you get to meet your neighbors? Well, you go play games with them. You do something that you like to do, and with people who like to do it, too, and they end up being your best friends. I've done that. Right now, if I want to play pickleball, sometimes I can go to my local court in my neighborhood or I've been driving to Chantilly and I'm absolutely not too close to get there. That's really something which I would not like to do. The Town has many excellent sports facilities. There are a lot of good facilities provided for the kids, and my kids have used them, but now they're all grown up and I have more time on my hands. Pickleball is not just an old-person sport. I want to make that very clear. You're all welcome to come and play, but unfortunately, when I play, some of the 18 to 34-year-olds, they absolutely kill me because they can run around like crazy. It's a sport for all. We watch the kids and we have fun with them. As Russ said, he has fun with his kids and it's a lot of fun. It's a really good way to bring the Town together. I think the Town is a long way behind the curve on this one. Thank you. Mayor Burk: Thank you. Is there anyone else that would like to speak that didn't sign up? You are welcome to come forward. Hello. Kathleen Kunitz: Hello. Excuse me. My name is Kathleen Kunitz and I live at 407 Lacey Court. The last name is K-U-N-I-T-Z. I agree with everything those two gentlemen have said in particular to pickleball. I haven't been playing as long as them. I started in June when I bought paddles for my husband for Father's Day. Great activity to do with the kids, really a great way to get your kids off of games. One thing that I would say is, now that the weather's been nicer, I've been going over to McLean, I've been going over to Ashburn. It seems like there are other communities that have pickleball courts, and we are behind the eight ball. 60 Item b. 13|March 12, 2024 I think if we diversify our recreational offerings, we can enhance the overall quality of life of our residents of Leesburg, making it not only an attractive activity for current but most likely prospective residents as they see pickleball courts. We have baseball courts. We have basketball courts, tennis courts, but we don't have pickleball courts. If you could really consider keeping this within the budget and bringing this community together with pickleball, it would be greatly appreciated. Thanks very much. Mayor Burk: Thank you. Is there anyone else in the audience that didn't get a chance to speak that would like to at this point? All right. Seeing that there is no one left to speak, I will close this public hearing. There will be no action on this item at this point, but I can assure you we have heard you. [chuckles] Thank you very much. That takes us to our second public hearing. Our second public hearing is Vacating a Portion of the Public Right-of-way at 39 Sycolin Road SE and Authorizing Conveyance of Surplus Real Property to abutting landowner. I call to order this March 12th, 2024 public hearing of the Leesburg Town Council. Unless there is an objection, I will dispense with the reading of the advertisement. If you wish to speak, we ask that you either sign up on the sheet in the hallway outside of Council Chamber, but if you did not get the opportunity to sign up, we will give you the opportunity to speak. In the interest of fairness, we also ask that you observe the three-minute time limit. The green light in front of you will turn yellow at the end of two minutes, indicating you have one minute remaining. At that time, we would appreciate you summing up and yielding the floor when the bell indicates your time has expired. Under the rules of order adopted by this council, the three-minute time limit applies to all. However, if you have numerous citizens present remarks on behalf of a group, the Council will allow a spokesperson for a group a few extra minutes. In that instance, we would ask the speakers, when they sign up, to indicate their status as spokesperson, the group they represent, and the request for additional time. Our procedure for the public hearing is as follows. First, there is a brief presentation by staff on the item before us. Second, the members of the public that have signed up to speak will be called and given three minutes to make their comments. The public hearing on the agenda's item for tonight is Vacating a Portion of a Public Right-of-way at 39 Sycolin Road SE and Authorizing Conveyance of Surplus Real Estate Property to Abutting Landowner. Hello. Ben Bowman: Hello. Greetings Mayor, Council, guest. My name is Ben Bowman. I'm a Land Acquisition Manager in the Town Attorney's Office and I'm here to present to you tonight a presentation vacating a portion of Sycolin Road, the Right-of-way at 39 Sycolin Road, and authorizing the conveyance of surplus real property to the abutting landowner. Background history of Right-of- way. In 1996, the Virginia Department of Transportation acquired right-of-way for Plaza Street Construction. The acquisition included an area where the cul-de-sac is currently located across where Sycolin Road SE currently intersects with Principal Drummond Way. The cul-de-sac was originally used as a turnaround but later eliminated by a Town project and now unnecessary. The VDOT conveyed relevant parcel to the Town in 2021. The parcel is currently located within a 100-year floodplain. An aerial view sketch shows the portion of the existing Right-of- way to be vacated outlined in green. Sycolin Corner LLC is the owner of the outlined in red. A map view of the affected area shows the north and south part of Sycolin Road and its adjoining neighbors. It highlights the portion of the existing Right-of-way to be vacated in green. Background - request by abutting landowner. In 2020, the owner of the abutting land, 39 Sycolin Road, expressed interest in purchasing the surplus Right-of-way and renewed his request recently in 2024. The applicant has requested conveyance of approximately 3,756 square feet of land. If the property is conveyed to the applicant, applicant will add the property to the parcel at 39 Sycolin Road to create a single parcel. The applicant acknowledges that the appropriate Town easements will be reserved in the deed of conveyance. Council action requested is to adopt the proposed ordinance, vacating the use of a portion of Sycolin Road SE across from its intersection with Principal Drummond Way for the Right-of-way purposes, declaring the real property surplus, and authorizing conveyance of the real estate to the abutting 61 Item b. 14|March 12, 2024 landowner at 39 Sycolin Road. The process for vacating. The Town has authority to vacate the use of the area for the Right-of-way purposes and convey the surplus Right-of-way to an abutting landowner in accordance with State Code. A notice has been given to landowners along Sycolin Road SE, and no optional viewers are required. A public hearing and a supermajority approval are mandated by Virginia Code for the sale. Staff recommends that the parcel is unnecessary for roadway purposes or future Town projects. Vacating the Right-of-way will not inconvenience the public and will benefit the Town modestly. Conveyance will result in additional real property being added back to the tax rolls. Proceeding with the conveyance will bring about mutually beneficial outcomes for the Town and the applicant. Staff recommends that Town Council declare this parcel surplus and approve the sale of the surplus land to the abutting landowner in the amount of $14,000. The value has been determined by the Town's Senior Land Acquisition Manager in accordance with the process set by Virginia Code. Questions. Mayor Burk: Yes. Are there any questions at this point? It seems like a logical thing to do. Nobody has signed up to speak, but is there anybody in the public that would like to speak to this issue tonight? No one? All right, then I will-- Yes, was there someone? Oh, I'm sorry I didn't see you. [chuckles] You're right out in front. I didn't see you. Please come forward and spell your name for the record. James Roncaglione: I was a former owner. Mayor Burk: Wait a minute. Wait till you get to the microphone. James Roncaglione: I've been in here since 1957, and you've never seen me. Mayor Burk: [laughs] Well, we just-- James Roncaglione: I remember a little [unintelligible]. Mayor Burk: Would you mind stating your name for the record? James Roncaglione: My name is James Roncaglione. Mayor Burk: Okay. James Roncaglione: I owned those properties when you built Plaza Street, and you took some of the property from Plaza Street. This property, you took a parking lot and reduced our parking. We know you needed the ground to grow. We created no fuss. We went along with everything that you wanted. When you built Principal Drummond Way, you then took the other end of our property. Two things I have, I realize this little half-semicircle that you're looking at used to be the dead end, it was purchased for the dead end, and I received a letter that I was the owner of it still. If that is the case, I am willing to sign no charge, no nothing. I know that we are a Dillon Rule state, and I know that you have to go through certain hoops, in this instance if I can be of help, I will sign anything I need to sign to relieve that property at no charge, at no cost at anything with no grief that you all need done and that you would ask. There's another thing that you may or may not know, but when they showed you that property behind our building, there is a strip of land, very good, very good. If you would go almost immediately to the right on Principal Drummond Way, you'll see as you're going up Principal Drummond Way or down on the right-hand side are all of our buildings. At one time I owned all of that. On the right of Principal Drummond Way you see white space. The ownership of that white space is either the School Board, the County, the Town. I don't know who owns-- [laughs] Mayor Burk: All right, thank you. James Roncaglione: I don't know who owns it, but you all are not taking care of it. I am. I've been taking care of it for 20 years. 62 Item b. 15|March 12, 2024 Mayor Burk: Well, we'll look into that and find out what-- James Roncaglione: I'd like you to look into that. Mayor Burk: We definitely will look to that. James Roncaglione: Thank you so much. Mayor Burk: Mr. Spera, is this a problem? Is this something that we have to clear up that the gentleman owns the property? Chris Spera: I don't think so. I think we're pretty comfortable that we've identified the owner of the parcel. I'll let our Land Acquisition staff speak to that. Keith Wilson: Yes. I am simply confident of the ownership of the property. That portion shown in green was acquired by the Virginia Department of Transportation from Don Devine. The Virginia Department of Transportation conveyed that portion of the cul-de-sac and the Plaza Street right-of- way to the Town. The Town requested that those land rights be acquired as a part of an urban project for the extension of Plaza Drive, dead-ending Sycolin Road at Tuscarora Creek. Mayor Burk: Okay, so the gentleman does not have any issue with that. We don't have to do anything legally or binding in any way. Keith Wilson: Mr. Roncaglione's property was the Sycolin Road industrial condominium complex, which comprised the units from 48 to 64 Sycolin Road. There was a parking area to the northeast of the cul-de-sac if you would extend the cul-de-sac in a circle. That area was redeveloped with Principal Drummond Drive and a parking area was constructed as shown on this map for the use of the Sycolin Road industrial condo building properties. Mayor Burk: He is saying that that particular piece of property is not maintained, that he maintains it? Keith Wilson: The area that he is in question is located along Principal Drummond Way, in the back of the industrial condominium properties where units 48 through 64 located, that portion was- and is owned by the Loudoun County Public School Systems. Mayor Burk: The Loudoun County Public Schools own that piece of property? Keith Wilson: Yes. The Town was granted because the School Board does not have the authority under Virginia Code to convey Right-of-way a public street, easement was acquired across the Loudoun County Public Schools property for Douglas Ferry- the elementary school. [laughter] I'll remember the name of it here shortly. Mayor Burk: Town Manager, would it be possible to send a letter to the School Board asking them, informing them that we would appreciate it if they would maintain that particular piece of property since it's theirs? Kaj Dentler: Yes. Mayor Burk: We can do that? Okay. We'll send a letter to the School Board asking them to start maintaining that piece of property. Yes, sir. James Roncaglione: I forgot to tell you, I gave the fire department $57,000 for their [inaudible] to learn how to fight fires in a house. Mayor Burk: Well, thank you. We appreciate that. I'm sure it's helped many of us, so thank you. All right. There's nothing we do tonight-- Ben Bowman: There is. 63 Item b. 16|March 12, 2024 Mayor Burk: Do we need a motion? Okay. I'm getting there. I'm just trying to ask the questions so I know what I'm doing. Chris Spera: We have to close the public hearing, Madam Mayor. Mayor Burk: I know. I got that. [laughs] Does anybody else have any questions at this point? All right, let's close the public hearing. Is there a motion- Vice Mayor Steinberg: I'd like to make a motion. Mayor Burk: -someone would like to make? Yes, sir. Vice Mayor Steinberg: Madam Mayor, I move to approve the proposed ordinance vacating a portion of the public Right-of-way at 39 Sycolin Road SE, and authorizing conveyance of vacated surplus real property to abutting property owner pursuant to sections 15.2-2006 through 15.2-2008 of the Code of Virginia. Mayor Burk: Is there a Second? Council Member Nacy: Second. Mayor Burk: Seconded by Council Member Nacy. All in favor indicated by saying aye. Members: Aye. Mayor Burk: Opposed. That passes 7-0. That takes us to future meetings and agenda topics. Excuse me. Dr. Cimino-Johnson. Council Member Cimino-Johnson: Let's see. I do have something I want to bring up. It is-- Goodness gracious. I would like us to have a future work session on developing a downtown parking plan, which is strategy 4.6.1 and 4.6.5 that align parking fees with the cost of parking. Mayor Burk: All right. Do we have four people that would be interested in having a work session going over the parking? That moves forward. Council Member Cimino-Johnson: I have no disclosures. Mayor Burk: Mr. Cummings. Council Member Cummings: Nothing. Mayor Burk: Ms. Nacy. Council Member Nacy: None. Mayor Burk: Mr. Bagdasarian. Mr. Wilt. Except that you're glad your kids are feeling better. [laughs] I said, except that you're glad your kids are feeling better. [laughs] Vice Mayor. Vice Mayor Steinberg: Nothing future meeting. Disclosure. I had a meeting last week with Rabbi Chaim Cohen to discuss a project he's considering on what we know is the Hamblet property. Mayor Burk: All right. On the 29th, I did the last welcoming remarks for the S&P rating agency. Previous to that, we had Moody's come visit Leesburg, S&P, and-- What's the third one, Moody's, S&P, and the rating agency? Kaj Dentler: Fitch. Mayor Burk: Fitch. All came, and they left here, and giving us a AAA rating. I want to congratulate all staff that was involved in this. Keeping a AAA rating is significantly important, and I appreciate it. On 64 Item b. 17|March 12, 2024 the 2nd, I attended the Spring Bling at Ida Lee and, again, I have to commend our staff for an excellent job they did in putting the show together. I heard a lady talking to another lady, and she said, "This is like a miniature Christmas show." Both of them are excellent, and they both were coming from Maryland. I attended the funeral with Ms. Nacy for Firefighter Brown. It was a very moving experience. I never really understood the wall of blue term until seeing all those firefighters and police officers and everybody lined up to say goodbye. I want to welcome Cucinamore, which is celebrating their 10 years of business here in Leesburg. They provide dinners at your home. Cucinamore, I think is how it's said. Anyway, a lovely ribbon cutting we held there, and they are so proud to call Leesburg their home. I want to thank the Preschool Learning Center. They invited me to come to read to 80 little 3rd, 4th, and 5th graders. If you've ever tried to read to 80 3rd, 4th, and- not 5th graders. They were three years old, four years old, and five years old. It was a very cute experience, and I thank them very much for inviting me. I attended the HUBZone and the HUBZone meeting, which was very interesting. It's very intense discussion that they have at these meetings, and I appreciate all the people that put them forward. On the 8th, I had the opportunity to meet with the Mayor of Ridgeland, Mississippi. His name is Gene McGee. He's been the Mayor there for 35 years. He came because he had heard about the standards that Leesburg has put together for the data centers. They have a 750-acre site that Amazon is looking to develop as a data center. They wanted to talk to our staff about what we should do, how they should do it, what they should do. It was a very enlightening discussion, and they were very grateful to have the opportunity to come and talk to our staff and find out what we did. I want to thank them. Tonight, I attended the Loudoun Education Foundation Fueled, Feed the Kids. They feed children and over 133 schools here in Loudoun County and do over a thousand boxes every week for the students. What a really important event they do and how they're taking care of our children, that are hungry and food insecure. It's an alarming amount of people that are food insecure. I thank them for putting that together. I want to wish everybody a very, very happy St. Patrick's Day. Town Manager. Kaj Dentler: No comments. Mayor Burk: Do I have a motion to adjourn? Vice Mayor Steinberg: So moved. Council Member Nacy: So moved. Mayor Burk: Second? Council Member Bagdasarian: Second, Mayor Burk: All right. Moved by Vice Mayor, seconded by Council Member Nacy and Council Member Bagdasarian, and everybody else. All in favor? Members: Aye. Mayor Burk: Opposed. There we go. 65 Item b. Council Work Session March 18, 2024 1 | P a g e Council Chamber, 25 West Market Street, Leesburg, Virginia, 7:00 p.m. Mayor Kelly Burk presiding. Council Members Present: Ara Bagdasarian, Todd Cimino-Johnson, Zach Cummings, Kari Nacy, Vice Mayor Neil Steinberg, Patrick Wilt, and Mayor Kelly Burk. Council Members Absent: None. Staff Present: Town Manager Kaj Dentler, Town Attorney Christopher Spera, Deputy Town Manager Keith Markel, Finance Director Clark Case, Assistant Town Manager Kate Trask, Airport Director Scott Coffman, Community Development Director James David, Economic Development Director Russell Seymour, Thomas Balch Library Director Alexandra Gressitt, Parks and Recreation Director Rich Williams, Public Works and Capital Projects Director Renee LaFollette, Utilities Director Amy Wyks, Public Works and Capital Projects Deputy Director Chris Kohr, Capital Projects Assistance Director Douglas Wagner, Finance Deputy Director/Treasurer Lisa Haley, Management and Budget Officer Cole Fazenbaker, Deputy Management and Budget Officer Tamara Keesecker, Utilities Program Coordinator Betsy Payne, Management and Budget Analyst Liz Weaver and Clerk of Council Eileen Boeing. Minutes prepared by Deputy Clerk of Council Lyndon Gonzalez. AGENDA ITEMS 1. Items for Discussion a. Proposed Budget for Fiscal Year 2025 – Final Mark-up Session Council and staff discussed the item. The mark-up results are as follows: It was the consensus of Council to:  remove $10,000 for facilitator for Council Retreat  add a Performing Arts Commission starting in in FY 2025  double the Planning Commission stipend  double the Board of Architectural Review stipend  add $3,000 for Commission of Public Art  use $630,000 of Unassigned Fund Balance to study Catoctin Circle and East Market Street (traffic calming and safety improvements)  add a one-time $25,000 donation to LAWS Domestic Violence and Sexual Assault Services using the Unassigned Fund Balance for construction of the new facility  add $120,000 of Unassigned Fund Balance for Electric Vehicle Charging Station  add $200,000 of Unassigned Fund Balance for Comprehensive Parks Master Plan There was no consensus of Council to:  eliminate the cost-of-living adjustment from the Fiscal Year 2025  look at the Unassigned Fund Balance up to $3.8 million to rebate or pay for tangible personal property for FY 2025 for residents and businesses  double the Board of Zoning Appeals stipend 66 Item c. Council Work Session March 18, 2024 2 | P a g e  add $4,650 for Diversity Commission The request to add $6,000 for Parks and Recreation Advisory Commission “Park Day” was withdrawn. The request to add part-time elective employees’ benefits will not be included in the budget but will be explored by staff and brought back at a later time. There was no action taken on the request to accelerate the construction of pickleball courts, however the staff will work to complete the construction sooner and make sure funds are available. The budget adoption is scheduled for March 19, 2024. b. Town Utility Customer Assistance Program Mr. Keith Markel presented Council with an update on the implementation plan for the Leesburg Customer Assistance Program (LCAP) which is scheduled to begin July 1, 2024. He explained the requirements for consideration in the program and how the approval process would work. Council and staff discussed the item. It was the consensus of Council to move the item to the March 19, 2024 Consent Agenda. 2. Additions to Future Council Meetings a. Proclamation Requests i. A proclamation request was received to proclaim the week of May 19 – 25, 2024, National Public Works Week at the May 14, 2024, Council Meeting. It was the consensus of Council to add this proclamation to the May 14, 2024, Council Meeting agenda. ii. A proclamation request was received to proclaim April Sexual Assault Awareness and Prevention Month in the Town of Leesburg at the April 9, 2024, Council Meeting. It was the consensus of Council to add this proclamation to the April 9, 2024, Council Meeting agenda. iii. A proclamation request was received to proclaim April Child Abuse Prevention in the Town of Leesburg at the April 9, 2024, Council Meeting. It was the consensus of Council to add this proclamation to the April 9, 2024, Council Meeting agenda. 67 Item c. Council Work Session March 18, 2024 3 | P a g e b. Future Council Meeting and Agenda Topics i. None. 3. Adjournment On a motion by Vice Mayor Steinberg, seconded by Council Member Bagdasarian, the meeting was adjourned at 8:37 p.m. Clerk of Council 2024_tcwsmin0318 68 Item c. 1|March 18, 2024 March 18, 2024 – Leesburg Town Council Meeting (Note: This is a transcript prepared by a Town contractor based on the video of the meeting. It may not be entirely accurate. For greater accuracy, we encourage you to review the video of the meeting that is on the Town’s Web site – www.leesburgva.gov or refer to the approved Council meeting minutes. Council meeting videos are retained for three calendar years after a meeting per Library of Virginia Records Retention guidelines.) Mayor Kelly Burk: I would like to call to order the Leesburg Town Council Work Session, March 18th, 2024. Our first item for discussion tonight is the proposed budget for fiscal year 2025, but I would like to get a consensus from the group. What we're going to do is we have items on the board already we have not voted on. They were simply put up. I'm going to ask if the Council would prefer that we do whatever item that we want to bring up. We need to have four votes to discuss and talk about. Then to keep it on the board or to put it on the board, we need to have five votes, the majority. Is that acceptable to everybody that we do it that way? Anybody have any problems with that? Just because it's the super majority that you're going to have to have for the budget. If you don't want to do five and you want to do four and then take it out [crosstalk] with-- It does, it takes five. Council Member Patrick Wilt: Okay. Council Member Zach Cummings: Okay. Can we get a clarification on that from the Town Attorney? Mayor Burk: There is no legal ramifications to it, it's just how we want to run it. Chris Spera: The budget is four, the tax rate is five. In order to approve it, the tax rate you need the super majority. The budget itself is just a regular vote. If you're voting on the tax rate, that's a super majority. Mayor Burk: Yes. We got that. If you don't want to do it that way, let me know so we can adjust how-- If you want to leave it at-- If you want to do it at four, if you want to do it at none, I need to hear from you as to how you want to do this. Council Member Cummings: Four. I think we should do four. Mayor Burk: Anybody else have an objection? [crosstalk] Council Member Cummings: [inaudible] Mayor Burk: He wants to do just four. Council Member Cummings: If we've always done four [inaudible] Mayor Burk: Well, it's done different ways. In the last number of years, it's been four. We can keep it four or we can make it more efficient and do five. It doesn't matter; however the majority of people want to do it. You want four? Council Member Cummings: Okay, yes. Mayor Burk: [inaudible] four? Four? [laughter] Council Member Ara Bagdasarian: For clarification, I mean, it's going to require five votes ideally. Mayor Burk: At the end, it will require for the budget, not four. I mean, not for the tax rate on the budget. [crosstalk] If we have someone who feels very strongly about it, we can do four. Okay. Anybody have a problem with that? 69 Item c. 2|March 18, 2024 Council Member Cummings: No. Mayor Burk: All right. Okay. Now I'm going to ask us to go through the items that are on, that have been put up there. Then when we've gone through all of these items, I will ask for any new additional items. Put on. The first item that we put on there was to double the Planning Commission stipend with the Board of Architectural Review and the Board of Zoning. The reason being that they-- I put this one up. The reason being that they have not had an increase in since 2013, but their workload has dramatically increased. They are presenting applications to us that they meet multiple times on to get it to the point that it's pretty clean by the times it gets to us. For all their efforts, it seemed like it was time to finally allow them to get a pay increase, a stipend increase. They're not paid, it's a stipend. Are there four votes that would like to double the stipend for the planning commission, the Board of Architectural Review, and the Board of Zoning appeal? All right, do I need to name them off? Council Member Kari Nacy: I just have a question. Mayor Burk: Yes, ma'am. Council Member Nacy: I would be willing to support this, but since it's going to change the tax rate, can we find a way to find the money? Can we move stuff around so it doesn't change the tax rate? Does that make sense? [laughs] Mayor Burk: We have not found that yet. Not at this point. Council Member Nacy: Okay. All right. I'm going to-- Mayor Burk: All right. Again, I'll ask, do we have four votes that would be willing to support the doubling the Planning Commission, Board of Architectural Review and the Planning and Zoning Appeal? Yes, sir. Council Member Bagdasarian: Can we see what it looks like with that taken out, what the impact to the tax rate is? If you just delete that cell [silence]. Cell C7. Yes. If you take those out, what is the impact to that actual tax rate? Cole Fazenbaker: Just a little clarification. None of them are added at this point. Council Member Bagdasarian: Okay. Cole Fazenbaker: The tax rate is at 1774, and if you approve those, double then it goes up to 1779. Mayor Burk: I can tell you the $6,000 from Parks and Rec is coming out. They don't need it. Anyway, that's the only one I know that is coming out. Any other questions? Do we have four votes to keep it in? Yes, ma'am. Council Member Nacy: Could, what if I just want to support one of them and not all three, can we vote on them separately, or are they a chunk? Mayor Burk: We most certainly could vote on them separately. Council Member Nacy: Together? Okay. Mayor Burk: Would you like to have us vote on separately? Council Member Nacy: Yes. Mayor Burk: Are there four people that would be willing to support doubling the Planning Commissions stipend? That's everybody. Are there four people that would be willing to double the Board of Architectural Review stipend? That's Mr. Bagdasarian, Mr. Steinberg, myself, Dr. Cimino- 70 Item c. 3|March 18, 2024 Johnson. Is there four people that would be willing to double the Board of Zoning Appeals stipend, which is considerably less because they only get paid $100, so it would take it up to $200, and they don't always meet? If I'm correct. Mr. Dentler, that's an estimate of what it would-- Kaj Dentler: Correct. They only get paid when they meet. Mayor Burk: Right. They don’t meet, they don't have a standard time to meet. Yes, Mr. Bagdasarian? Council Member Bagdasarian: I have a question about that. What is the workload and frequency of the BZA? Kaj Dentler: Have Mr. David come forward. James David: Good evening. James David, Director of Community Development. Very infrequent. Mayor Burk: Very infrequently? James David: I think they've met once in the last year. Testament to how good our Zoning Administrator is. Council Member Bagdasarian: Incredible. [laughter] Mayor Burk: The money should go-- No. [laughs] Are there four people that are in favor of doubling the Board of Zoning Appeals stipend? Mr. Wilt, Mr. Steinberg, and myself. That doesn't pass, so that comes out. The next item is-- it's hard for me to see here. Oh, add $3,000 for the Commission on Public Art. Who brought that one up? Who was that for? You brought it up? Council Member Cummings: No. Mayor Burk: Oh, that came from the Commission themselves. Kaj Dentler: This is the Commission's request. Mayor Burk: Okay. I don't know who you say made the motion, but it came from the Commission that they do the calendar every year and have a couple of other standard events that they do with an art show and a couple of other events, so they're asking for $3,000. Council Member Nacy: Does that have to be the unassigned [inaudible] Mayor Burk: That would come from the unassigned? Because it's a calendar, it goes-- Kaj Dentler: This would not be because it will continue as we have understood it. Mayor Burk: All right. Do we have any questions on that? Council Member Cummings: I just have one. Mayor Burk: Yes? Council Member Cummings: Is this in addition to what they already have budgeted, correct? Kaj Dentler: Cole is that correct? Cole Fazenbaker: Correct. Cole Fazenbaker: This is an increase. Currently, they have $12,000. This would increase their budget to $15,000. 71 Item c. 4|March 18, 2024 Council Member Cummings: Okay. Mayor Burk: All right. Any other questions? Are there four people that are in favor of the $3,000 addition for the Commission on Public Art? Mr. Bagdasarian, Mr. Steinberg, myself, and Dr. Cimino- Johnson. The next one is the $4,650 for the Diversity Commission. Can anyone explain what that is for? Kaj Dentler: Yes. Cole? Cole Fazenbaker: Yes. That's comprised of a few different aspects. Previously, we talked about it just being the web site, but that's only a small portion. We can actually bring up a list of all the different components if you'd like to see. Mayor Burk: I think we should see what we're voting on, yes. Cole Fazenbaker: Do you mind switching to the presentation? [silence] Mayor Burk: This is what they're requesting? Cole Fazenbaker: Correct. There's $792 in recurring expenditures for the web site language. There's $2,000 for a one-time job fair, $750 for one-time Halloween parade decorations, and then about $1,100 for materials and supplies for various Town events. Mayor Burk: You know the Economic Development does a job fair for youth, is this one at a location or is this virtual? Cole Fazenbaker: Do you know? I don't know if it's a separate event or the same one. I don't know if this is a separate event than the one that-- Mayor Burk: It is separate from the Economic Development one. Cole Fazenbaker: Okay. Mayor Burk: I know that. I just don't know if it's virtual or is it in person? Is it at a location? Kaj Dentler: I don't have that information. I don't know. Mayor Burk: Dr. Cimino-Johnson? Council Member Todd Cimino-Johnson: Is there a way we could pass on this and then bring it up at another meeting and discuss about taking it out of the Unassigned Fund Balance since it's only $4,600? Mayor Burk: Could we do that? Council Member Cimino-Johnson: Since we don't have enough information. Kaj Dentler: We can have that ready for you tomorrow night if we can't get it before we break. Let us see if we can track the staff member down and get an answer while you work on the other ones. Mayor Burk: Okay. It'll be on tomorrow. We'll let it pass for tonight? Kaj Dentler: No. We're going to circle back. Keith is going to try to track down staff liaison and get the information, and then before you finish everything else, we'll come back to that. Mayor Burk: Okay. Would this come out of the regular budget? Is this recurring? 72 Item c. 5|March 18, 2024 Kaj Dentler: Correct. Mayor Burk: These are all recurring? Kaj Dentler: As we have understood them, they would be. Cole Fazenbaker: You can see in parentheses, the job fair and the Halloween decorations would be considered one time, and then the other expenses, the web site, and the materials and supplies would be recurring to break it down. Mayor Burk: Oh, I see. You put that beside it. Sorry, I didn't see that. Kaj Dentler: Let us clarify that. The reason I said that, because if you remember, they asked to spend money on the parade last fall, and I had to ask you permission for that. Even though it says one time, I'm not sure that it is. Let us try to confirm that, and we'll circle back to clarify. Mayor Burk: My other question on this is, is it above and beyond what they have budgeted already? Cole Fazenbaker: Correct. Kaj Dentler: Yes. Mayor Burk: This is in addition to what they're getting, and what are they getting? Cole Fazenbaker: Correct. This is an additional $4,650. Mayor Burk: From how much--do they get? Cole Fazenbaker: They currently have $3,850 in their budget. Mayor Burk: They have $3,000, and they're requesting $4,000? Coel Fazenbaker: I think $3,800. Kaj Dentler: Madam Mayor, Keith has some information for you. Mayor Burk: Yes. Keith Markel: The job fair is an in-person event. It's going to be held in September. This past year, they also held one at Ida Lee and it's put together by the Diversity Commission. They do targeted outreach to the minority community and work with nonprofits that work with those communities. Anyone's invited to attend, but it is targeted towards certain segments. Mayor Burk: Okay. What are they spending $3,000 on if they're not spending it on this? Cole Fazenbaker: They have it earmarked for two job fairs, donation drives, Kiwanis Club Halloween Parade with floats. It looks like some of it is in addition, like the $750 is in addition to part of their $3,850. Mayor Burk: Okay. Are there any other questions? Mr. Bagdasarian? Council Member Bagdasarian: I'm just wondering, you mentioned the EDC Job Fair, the differences, and is there an opportunity to partner and have a super job fair? I'm just wondering if there's an opportunity. Mayor Burk: It would probably be difficult because the Economic Development one is the youth job fair, and it's geared towards young people. As he said, that one must be geared towards adult minority population. [silence] Does anybody else have any questions on this? Are we gathering more information, Mr. Dentler? Any additional information? 73 Item c. 6|March 18, 2024 Kaj Dentler: Yes. All of those, I think three items in the Diversity Commission are recurring. They would be added on a recurring basis. They're not one-time events. Mayor Burk: Okay. They're all recurring. Yes, Mr. Bagdasarian. Council Member Bagdasarian: I keep coming back-- Mayor Burk: That's okay. That's all right. Council Member Bagdasarian: Actually, this is a suggestion for next year. I think it'll be great for all Commissions, and most do provide an annual update, but also projected investments in the Commission that they foresee coming up. It's the Commission directly. There's time to vet it out and have a better understanding where it's aligned with everything else with the Town for next year. We can't do it tonight. Kaj Dentler: We did invite them to the first work session. They are aware, but they're not here. Mayor Burk: Sorry. I'm chewing ice. Any more questions on this? That's all right. You ask all the questions you want. Are there four people that are willing to add $4,650 to the diversity commission? That does not pass. Mr. Steinberg is the only one-- The $6,000 has been withdrawn. The amount collected above 500,000 for speed cameras would be directed to study to address the safety improvements on-- Kaj Dentler: We discussed that at the last meeting, Madam Mayor, in which that in order for you to do the studies, I believe Council Member Cummings raised, and I think Mr. Steinberg, you raised one, you won't have enough-- it's probable that you won't have enough money to do those studies. If Council is committed to doing those studies and those two roadway areas, then you should use your Unassigned Fund Balance to fund it and not associate it with above the amount or you'll never get there. Mayor Burk: Okay. All right. Then do we have four people that are willing to use the Unassigned Fund Balance to study Catoctin Circle and East Market Street for traffic calming and safety improvements? Council Member Bagdasarian: I've got a question before-- Mayor Burk: Oh, I'm sorry. Council Member Bagdasarian: Yes, I'm sorry. I didn't leave it on. The question is, how does this align or overlap with the Crescent District Master Plan, process, and project? James David: Sorry, I'll sit closer. Mayor Burk: I was going to say you might have sit in front. James David: These numbers actually are coming directly from that effort. As part of the Crescent District Master Plan update, the consultant and staff did some outreach, revamped the whole plan. Part of that plan is a renewed commitment to public-private partnership approach and unlocking some of the redevelopment potential could really begin to gather some momentum if we invest early in some planning survey and design for these two roadway segments. We're talking about Catoctin Circle from King to Market, and we're talking about East Market from the bypass down to Mom's Apple Pie. We worked with Stantec, who's our contractor consultant, and said, "Could we have an estimate of the costs for survey, planning, and preliminary design work?" They estimated about 315,000 per segment. Mayor Burk: Oops, sorry. 74 Item c. 7|March 18, 2024 Council Member Bagdasarian: Was this amount previously budgeted as part of the overall plan as this is just accelerating the whole process? James David: This has not been previously budgeted. This is in the planning phase, but we wanted to make it action oriented. If the Council wanted to do something about the the concepts coming out of that draft plan, this would be a great start to get into the CIP. Council Member Bagdasarian: Okay, thank you. James David: I should just note it, it doesn't cover Catoctin Circle from King Street to Davis Avenue, which I think was another road segment that was brought up [crosstalk] with the previous speed camera item. Mayor Burk: It stops at Catoctin Circle? James David: Correct. Mayor Burk: Most certainly long overdue and most certainly needed, that's for sure. Any other questions? Are there four votes to use Unassigned Fund Balance to study Catoctin Circle and East Market Street? All right. Everyone but Mr. Wilt. I'm just doing that for efficiency. I can name everybody off, but if you don't mind doing it that way. Next one. Remove $10,000 for facilitator to Council Retreat and use for Planning Commission stipend. There's one of them. [laughs] Anybody have any questions on this? Yes, sir. Vice Mayor Steinberg: I appreciate wanting to remove it. I'm not sure how we then employ it as part of the stipend for the Planning Commission since that's recurring cost. I concede removing it. Kaj Dentler: Well, you're going to fund it. If you approve it, you'd be anticipating using it in January of '25. Your new budget starts July of '24, and then it would come out in the next year. It would have an impact on it if you use it, but it's not really recurring. It's every other year's expense. If you want to use Unassigned Fund Balance, you could, don't have to. It's not something that stays in the budget. Mayor Burk: Okay. You could use the unassigned to-- but I think the intent is to remove it altogether. Kaj Dentler: Yes, correct. That's the intent. I thought you were asking if I answered a question you didn't ask. I apologize. Vice Mayor Steinberg: I would fully support removing it, but I'm not sure why we would then relate it to the Planning Commission's stipend since that is indeed a recurring expense. Kaj Dentler: That is recurring, correct. Mayor Burk: You really can't do that. You could remove it, but we can't use-- Kaj Dentler: You've only had a facilitator every other year. The $10,000 doesn't stay in the budget every year. Mayor Burk: It also can't go to the Planning Commission stipends because stipends are every year. Kaj Dentler: You've already done. You just take it out. It all gets-- Mayor Burk: Evened out in the end. Kaj Dentler: Yes. The staff takes care of all that. Some things go, some things go out. Mayor Burk: We just need to do a straw vote on removing it. Okay. Are there four people that would like to remove the facilitator for our council retreat? Mr. Wilt, Ms. Nacy, Mr. Steinberg, Dr. Cimino- Johnson, and Mr. Cummings. Okay. Next one. My neck is going to be-- Okay. Add a Performing Arts Commission starting in 2024. It says '24. It should be '25. Okay. Yes. 75 Item c. 8|March 18, 2024 Council Member Bagdasarian: I had a question regarding the prior one. This is directed for the Town Manager. I know that ship has already sailed, but what utility does the consultant have from your perspective in the facilitation as well as follow-up to the meeting as far as the value that is derived from that? Kaj Dentler: Are you going back to the facilitator? Council Member Bagdasarian: I'm going back to the consultant. Kaj Dentler: That's what I thought I heard, but my hearing. Okay. First off, I think it's up to the Council. It will really be the new Council. Do you want to have a planning retreat, strategic session, when the new group comes in? If you do, then how do you make that work? Is it just going to be the seven of you talking to each other and trying to figure it out? Maybe that works. Often, we find you need someone that has nothing to do with it, that they can hear all the voices, the ideas, and find the commonalities. That's your choice of how you want it to be efficient- Mayor Burk: Or not to have it at all. Kaj Dentler: -or if you don't even want to have it, then it's entirely up to you. The next two years, what are the goals and priorities of the Council? Council Member Bagdasarian: Traditionally, so I know, obviously, the last three years, we've had two retreats. Has this been a tradition or has this been part of the operating process of the council in the past? Kaj Dentler: It's been a little bit all over the place. Some Councils have not wanted a Retreat at all. Some have, and they've been more elaborate at times in the past and even more skeleton than what you've gone through the last couple of years. All over the place. Council Member Bagdasarian: I'm sure if the future Council is interested in having a facilitator, there can be funding made available, I'm certain. [crosstalk] Mayor Burk: Okay. Back to, where are we? The Performing Arts Commission, starting in FY 2025. Any questions on this? Yes, sir. Vice Mayor Steinberg: I've heard two versions of this. One was to a Performing Arts Commission, and one was to a Performing Arts Council, which was a more extensive proposition. I guess what I'm trying to understand then is what would our expectation be for a Performing Arts Commission, as it's proposed? Mayor Burk: Well, I think that's part of what's going to have to happen, is going to have to be a planning process and a design process and a mission statement and the role determination that it's not going to on July unless I'm mistaken, July 25th. We're not just going to have a commission. We're going to have discussions. We're going to have staff, start talking about it, working with groups to try to find out what the role is, what the mission is. We've got some suggestions from Dr. Cimino- Johnson. It could work, but it's not going to start immediately in July, but the intention here is that we will have a Commission on Performing Arts. Chris Spera: Madam Mayor, obviously if this is a standing Commission, there has to be enabling legislation. It has to get added to the Town Code and scope mandate- Mayor Burk: Oh, it does. Chris Spera: -and mission. Oh, yes ma'am. Mayor Burk: Oh, so this is going to have to go to the legislature. Chris Spera: No, no, not in the Charter, but the Town Code. You would have to adopt an Ordinance creating this. 76 Item c. 9|March 18, 2024 Mayor Burk: Oh, okay, yes. Chris Spera: Just like your other standing commissions, where they each have a mandate, what they're supposed to do, what their scope is, the composition, all that stuff that you see in your other standing commissions. The product of all the discussion that you just mentioned would then have to be written down and added to the Town Code because, as I understand it from Dr. Cimino-Johnson, this is proposed to be a standing Commission rather than ad hoc. We'd have to add it into the Town Code. Mayor Burk: Just so everybody understands, it's not going to be immediate. It will take some time to get this through the Town Code process and the whole planning and designing process. Mr. Bagdasarian? Council Member Bagdasarian: That's fine. Just wanted to verify that and also, I mean, this would be earmarked, so it would not start the first, and obviously we have to look at the Charter purpose, objectives, goals, but I think things needed, thank you. Mayor Burk: Hopefully at some point, we'll have a performing arts center and there'll be an even more important role. All in favor of the Performing Arts Commission starting at some point in FY 2025. That's Mr. Bagdasarian, Ms. Nacy and Mr. Steinberg, Ms. Burke, Mr. Cummings, and Dr. Cimino- Johnson. Add on $25,000 donation to the Loudoun Abused Women's Shelter using Unassigned Fund Balance. I did notice they did get a million dollars the other day. Good for them, but so this would just be a one-time. Any questions on this? Yes, sir. Council Member Cimino-Johnson: I had a question. I know there was a question the other night about could we offset their fees instead of giving them a donation? Did we look into that? Mayor Burk: I don't believe we did. Did we? Kaj Dentler: Well, the question, or the conversation just was about giving them a fee waiver. We can't do that. However, you can make a donation either this amount of 25,000 or eventually the equivalent amount of their fees, which they then pay us back. Council Member Nacy: Mayor Burk: It's probably just cleaner to do it this way, probably just cleaner? Yes, sir. Council Member Bagdasarian: Yes, one of the key considerations that we discussed at our last meeting was the whole nonprofit grant process. What's different about this is that it's a capital project. This is for the construction. I'm assuming this is going towards the construction of the new shelter, which is obviously much needed in Leesburg and Loudoun County. Mayor Burk: Can we add that to make sure that that is understood because I do think you're opening a door that you don't really-? Council Member Nacy: Yes, that would be my intent with adding it was for the actual construction, actual building because Leesburg they've come and briefed us many times in Leesburg is a large user of the current facility so I think it just makes sense. Mayor Burk: Are there four people that would be okay with donating $25,000 from the Unassigned Fund Balance? I lost my place. For $25,000. Where is it? You moved it. Oh, up there. To Loudoun Abuse Women's Shelter for construction of a new facility. That is everyone. The next one, adding $120,000 of Unassigned Fund Balance for electric vehicle charging stations. Isn't that part plan already? We just didn't fund it. Keith Markel: That's right. It's been talked about, it was part of the Unfunded Enhancement Program this current year, so that's why you're not seeing it in your budget. The high side here on this number is that $120,000. We're looking to install the chargers as you all remember, in the Town garage, and then across Lasseter Way, we have two surface spaces there that we also want to charge. We've brought some of the power there. It's part of our other capital project to bring power over to the 77 Item c. 10|March 18, 2024 streetlights, so we're fully nibbling away at the project, but we do have to get the chargers installed as well as the conduit and the data to those chargers. Mayor Burk: Okay, so this is part of Mr. Bagdasarian's. This is intertwining with Dr. Cimino-Johnson's plan, isn’t it? Keith Markel: Correct. Mayor Burk: Okay. My question was, and we know where they're going to be located, you said in the garage? Keith Markel: Yes. Mayor Burk: On the first spot right outside this door, that's not going to be where they are. That’s where I always park. [laughs] Keith Markel: No, it can be incremental. Our approach right now is to start with two chargers or a single dual-headed charger, get two spaces to be charging stations, and see what their utilization is. If they're used a great deal of time, then we can add into that. We've built in that capacity. We just keep going down the row and adding in more spaces. If we find they're not in high demand right now, we won't consume those other spaces until they're needed. Mayor Burk: Okay. Mr. Cimino-Johnson, is that okay with you? Council Member Cimino-Johnson: Yes. Mayor Burk: Dr. Cimino-Johnson, sorry. Excuse me. I don't know a lot about electric cars, my brother just bought one, and he was trying to tell me about it today, and I didn't understand a word he was saying. Are there types of chargers? Do all electric cars go into one charger? Keith Markel: Every vehicle will be able to be charged from these stations, and they'll be able to be paid at the charger through an app, so it's very widespread. Mayor Burk: Okay, that was my next question. Is there a fee to it? Keith Markel: There'll be a fee to it, so we're hoping to recover the cost of the charging cost itself. It's not to make money, but at least to break even on the program, and it'll be a level two charger. They won't be the rapid charge, so it'll be what you typically install at your home, or you've seen a lot of businesses, the most common charger out there, which would be the level two, which is the most economical to install and to get power to. Mayor Burk: What happens if the technology changes overnight, and it's a different type of charger altogether? Keith Markel: The biggest issue is the power demand. If you need to bring different power, higher voltage, more demand to those things where you have those level two to the rapid charge, that's when you're bringing new transformers, new power. That's when your costs really escalate, but as far as to swap out a charger for a charger of a level two type, you're not talking about big dollars there. Within the thousands. Just several thousands of dollars. Mayor Burk: Okay. Mr. Bagdasarian? Council Member Bagdasarian: Yes, thank you. How accurate is that 120,000 number? Is that for two units? Keith Markel: That would be at full build out, as I understand it. We've got Chris Kohr here who's closer to it than I am, but I would say this would be on the higher side of that price tag. If we're starting with just the single two-headed charger on it, we could do that at a cost less than that, so we're hoping to be slowly incrementally working our way to the full build-out of the charging program. 78 Item c. 11|March 18, 2024 Council Member Bagdasarian: That is definitely the right approach because we don't know what the usage is going to be. Keith Markel: Right. Council Member Bagdasarian: Secondly, you mentioned recouping fees. Do have an idea of what the timeframe for that would be to recoup the investment of the cost? Keith Markel: I think what we're looking for is to cover the cost of the actual power being consumed, but not to fully pay ourselves back for this charger installation or bring new power to the site. Deb Moran has been doing the project. She's closest to it, so I could get with her and get you that follow- up information [crosstalk] Council Member Bagdasarian: That would be great. Keith Markel: -what that cost recovery includes. Council Member Bagdasarian: Okay, thank you. Mayor Burk: Vice Mayor? Vice Mayor Steinberg: Okay, so question asked and answered about what the 120k gets us. Just out of curiosity, how useful is a level two charger short-term parking in the end? I'm just curious. Clark Case: It's what the County's installing in their garages, in their surface lots, their park an ride lots. It's the most standard charger out there. If you go to the rapid charge and see those rapid charging stations for the Tesla for example, you'd see at certain points along the I95 corner where the feds have put in more money to those where you charge in 20 minutes versus over a course of several hours, but a level two charger is what you'd see out there. It's the industry standard, and it's very adequate for folks who would be coming Downtown, maybe an employee working in the Downtown, Town staff may want to utilize it, folks coming for lunch and then walking around for an hour, and again, they're just topping off, so these won't be coming in usually with a dead battery. They'd be coming in and just that incremental filling, so level two, from everything we've heard is acceptable. Vice Mayor Steinberg: Okay, thank you. Mayor Burk: Dr. Cimino-Johnson? Council Member Cimino-Johnson: Yes, what's the tax rebate for putting these in, or is there one? Clark Case: I don't believe there's any tax rebate currently available for local governments for installing the chargers themselves. Mayor Burk: Is it just for residential? I know my-- Clark Case: We don't get the tax rebates. You can potentially sell them, but usually with one or two stations, you don't have the economy scale. Mayor Burk: Yes. Could you please come up to the mic? Keith Markel: Right. We are getting a rebate a tax. They found a way to do a direct payment to localities for purchase of EV vehicles. We just got a $7,500 rebate for a recent F-150 that we purchased. That's a charging. We are getting money back on that end, but I haven't seen anything on the charging side. Clark Case: Yes. I don't believe you can get a rebate back on this. It has to be provided for by the Federal statute. The way you do that is the Town doesn't get the rebate. The Town sells the rebate to 79 Item c. 12|March 18, 2024 somebody else who's eligible to get it, but for the charging stations, it's not like it is for the vehicles. Mayor Burk: Right. Okay. Did that answer your question? Okay, Mr. Cummings. Council Member Cummings: Yes. Do we know, did Ms. Moran work to look at the community charging program? That was in some Federal, the infrastructure legislation passed maybe two years ago now that they're matching or the Federal government is covering 80% for local governments and communities to put in charging, they allocated 2.5 billion. Keith Markel: No, I can follow up with her, but I don't know that answer. Council Member Cummings: Yes. I know the part of the grant program is having a plan in place rather than just a hodgepodge of one here, one there, they want a community plan. I obviously would support more electric chargers or some electric chargers. I just want to make sure we're with 2.5 billion out in this community charging program. Grant, I'd like to make sure we're being efficient in trying to go after that Federal funding. Thanks. Mayor Burk: Mr. Bagdasarian. Council Member Bagdasarian: Just one more follow-up. Help me understand. Is there an actual transaction that occurs with someone who uses the charging station? Keith Markel: Yes. Council Member Bagdasarian: That's to recoup the cost of the actual electricity? Keith Markel: The power being consumed yes. Council Member Bagdasarian: Okay. Thank you. Mayor Burk: All right. Do we have four people that are interested-- I got to look at it this way, that are interested in using $120,000 of Unassigned Fund Balance for electric vehicle charging stations. All right. That would be Dr. Cimino-Johnson, myself, Vice Mayor, Ms. Nacy, and Mr. Bagdasarian. Add part-time elective employee benefits. That is yours. Did you want to say anything about it? Council Member Cimino-Johnson: This is from the memo I sent around just adding for those elective benefits that doesn't cost the Town anything. Maybe a little bit of administrative dollars that we would be adding people onto the role. Right now, from what I understand, and I believe this is still being looked into, I haven't gotten a full report. Kaj Dentler: Yes, our recommendation would be to allow us to look further into this versus tying into the budget. There are some costs, there are some minor administrative costs, but what happens is, our regular part-time employees all work at least 20 hours a week and so payroll deduction is known. You sign up for a service, we know what you're going to make. The Town is collecting that money pays the bill. If there's a lifeguard involved or someone at the Balch Library and they're not regular part-time, they work one week but don't work the next two weeks, who's paying the bill? There are some mechanics that we have to work through, and it doesn't mean we can't resolve it, but what my recommendation would be is just allow us to explore this further. Should the majority of you wants to do it, there's no issues on our end to explore and come back to you. Council Member Cimino-Johnson: Okay. Mayor Burk: That's acceptable? Council Member Cimino-Johnson: Yes. Mayor Burk: Good. Council Member Cimino-Johnson: Absolutely. 80 Item c. 13|March 18, 2024 Mayor Burk: We will explore that. Kaj Dentler: We'll return. Mayor Burk: Not for the budget. All right. That comes off. They add 200,000 of the Unassigned Fund Balance for Comprehensive Park Master Plan. Council Member Cimino-Johnson: I also had this in a memo, but I believe that strongly that we should put the Comprehensive Parks Master Plan on this taken-out Unassigned Fund Balance because it has not been updated since 2002. The world has changed a lot since then. Leesburg has changed a lot since then. I think this would give the staff a greater map to move forward for our parks. We have a new park coming online, Veterans Park. It would be nice to get this in now so that we can move this forward so we can help Rich and his staff with planning and making sure we are where we should be. Because one of the things that I go back to the pickleball courts, and I think all of you have received at least one email about those, but this is something we should have been looking at five years ago. This is a document that I know would definitely help us with our parks. I don't know if Rich has anything else to say about this. Mayor Burk: That's okay. You did a good job explaining. Council Member Cimino-Johnson: Okay. Thank you. Mayor Burk: Anyone over here have questions, Mr. Cummings? Council Member Cummings: Yes. I just have, and I've told Council Member Cimino-Johnson, this, I'm all for a Master Plan. My concern is part of a Master Plan for parks, I would imagine. I've never read a Master Plan for parks but is acquiring land and then billing upon that land, I just don't know. I don't want to see spending $200,000 to write a Master Plan if we don't have the finances to act upon that plan. I'm probably will not support it, but I appreciate the effort. Mayor Burk: Mr. Bagdasarian? Council Member Bagdasarian: I guess the question is like the prior question, how accurate is that number as far as a budgeted line item? Is that what it typically would cost for a Master Plan for parks? Rich Williams: I consulted with Mr. David over here, and that was the number we came up based on other reports that the Town has had done. Council Member Bagdasarian: Okay. While you're up here, so what sort of guiding document or guiding direction does Parks and Rec currently operate under? Rich Williams: Unfortunately, right now, our original Comprehensive Master Plan was developed in 2002, and it was updated in 2017. As well as we did a needs assessment for the community in 2012. Those are the documents that guide for what the community wants as opposed to us do making reactionary moves and developing various projects without really truly knowing what the community as a whole needs, wants, and needs are. What this document would do, it would identify a needs assessment community wide, and then it would lay out a game plan for us to be able to incorporate that for the community over the long-term. Not just in short three-year blocks, but in the long-term over the span of the 20 year lifespan. Council Member Bagdasarian: Okay. Thank you. Mayor Burk: I would just add that, I think the Master Plan is an important component, but the Council has to have the wherewithal and the courage to be able to say this piece of property we need to purchase and we need to get the money to purchase it. The prime example is White Oak. That should have been a park, and to see it turn into houses, because we kept saying, we don't have the money, we don't have the money. I would just caution the Council to be committed to this if we put the money 81 Item c. 14|March 18, 2024 to it, and I'm willing to be committed to it. [laughs] Yes, sir. Vice Mayor Steinberg: I assume, Mr. Williams, that in addition to land acquisition for potential new parks, this would also then apply to parks that we currently have in the system, and how they would be developed or redeveloped? Rich Williams: Absolutely. It details what the community's looking for, whether they're looking for additional ball fields, they're looking for additional open space, passive parks, or what-- Mayor Burk: I can tell you pickleball is on that list. [laughter] Rich Williams: Pickleball, whatever they're looking for, it really guides us for how we would develop our current parks and any future parks. Council Member Bagdasarian: Okay. Thank you. Mayor Burk: Okay. Are there four votes to take $120,000 out of the Unassigned Fund Balance? No, 200,000. I was in the wrong place again, but 200,000 out of the Unassigned Fund Balance for Comprehensive Park Master Plan. Mr. Wilt, Vice Mayor, Mr.-- Sorry. Dr. Cimino-Johnson and myself. That goes forward. What? Council Member Cimino-Johnson: I can wear my badge. Mayor Burk: Oh. No, that probably wouldn't help. Sorry. Okay, then, where are we now? Oh, accelerated pickleball court, and I thought that we had-- would you like to explain where that is? Kaj Dentler: Yes. Our recommendation is to leave the schedule where it is, and we'll push hard to get it done sooner than two years. Budget will make sure the money is there. The reason I say that, although the staff is optimistic they can certainly beat a two-year window, there are a lot of things that staff doesn't control. When we go to Utilities, I believe it's NOVEC, am I right? They'll do the work when they're ready to do the work. Contracts, Town Attorney's office, Procurement office, when the contractors put the bid in, when they submit their paperwork. For the Town from our history and our trend to say that we're going to be able to build that in one year is very optimistic thinking and I think it is misleading the public. We will push hard to get it done sooner than two years, which is a very reasonable schedule in the first place. Hopefully, we can get it done sooner, but I think if we say one year we will fail in the end of the day. Mayor Burk: All right. Any additional questions on this one? Yes, sir. Council Member Cummings: We could just say it would take four years and when we finish it in one and a half, two we'll be good. Mayor Burk: You want to change that? Kaj Dentler: No. The change is that if staff knows that to push this, they know the demand and the request, we'll push that and the money will be available. If they were able to hit all the schedules, then the money will be there to continue with construction versus having to wait for the second year for the money to kick in. We staff can accommodate that in their schedule. I think [inaudible] able to achieve. We hear loud and clear your intent and the public's request. Mayor Burk: All right. Dr. Cimino-Johnson, is that acceptable? Council Member Cimino-Johnson: Oh, very acceptable. Thank you. 82 Item c. 15|March 18, 2024 Mayor Burk: Not just acceptable. Very acceptable. Good job. All right. That is all the things that have been added previously. Are there things that people want and our tax rate is, has it changed? Did it change? Cole Fazenbaker: It's gone up to 17.79. Mayor Burk: Oh, I should have written 17.74 was what it was before? Cole Fazenbaker: Correct. Mayor Burk: It's gone up a couple of pennies. Pardon? Are there other things that people are looking to add or delete at this point? Mr. Wilt? Council Member Wilt: Yes. I would like to bring up an operating expense reduction element. We routinely a pay-for-performance percentage increase on staff and then we also add a cost-living adjustment to that. I think over the last several fiscal years, we've grown headcount and actually salaried compensation at higher rates than population growth and inflation. I think that's unsustainable. The private sector taxpayers are very familiar with a pay for performance and that is a good practice, or it helps managers and directors thoughtfully apply that budget and manage staff. COLA is not a common practice in the private sector, and I'd like to eliminate the COLA from our budget. Mayor Burk: All right. I would counter that by pointing out that we have had a problem in the past with hiring our police department. We are at a point now where we are almost completely full because we increased our pay, and we increased our COLA for the officers that was a department that was really struggling. It's now come around. I just read the other day that Vienna is looking to raise their police salaries to 70,000, which would be 5,000 more than we are. I think it'll have a negative impact, not just on the police, but also on staff as a whole. I'm in the building every day and I can tell you the people in this building work very hard. They put a lot of effort, they put a lot of time, they're very dedicated, and customer service is number one. They really do work very hard. They try to answer all of our questions in a way that's very efficient and very effective. The cost-of-living component to it I think is very important especially with the economy, the way it's been going. I would be opposed to it, but I understand where you're coming from. Dr. Cimino- Johnson. Council Member Cimino-Johnson: Oh, I had a question before we went to this. Mayor Burk: Oh, well, can it hold until we finish this discussion? Yes, sir. Vice Mayor Steinberg: I would offer in the context of affordable housing and having our workforce living closer to where they're working that this is a good way to do that. We have far less control over the price of housing, but if we can see to it that our employees are fairly paid, they might be more inclined or able to actually live in the community where they work. Mayor Burk: All right. Mr. Bagdasarian. Council Member Bagdasarian: Yes, I echo the importance of especially with law enforcement, the compensation there is, it's a very competitive market and the fact that we are very close to full headcount is an important factor, obviously with public safety. I think also was important is that we held during COVID, as far as headcount and any sort of compensation adjustments, that was completely frozen for years during COVID. I think that's part of-- It's reflected in the increase over the last year of 2023 from the prior several years. Mayor Burk: All right. Anyone else? Yes, Ms. Nacy. Council Member Nacy: Can we see what the impact would be to the real estate tax rate? Cole Fazenbaker: It would essentially go down by a little more than a penny, so it would go down to 16.73 cent. 83 Item c. 16|March 18, 2024 Mayor Burk: To do away with COLA? Cole Fazenbaker: Correct. Mayor Burk: Okay, but if you left it in, it's not going to change anything because it's already part of it. Cole Fazenbaker: Correct. Mayor Burk: All right. Mr. Wilt would like us to consider examining the cost of living amendment. Are there four people that would like to do away with the cost of living for our employees? Yes. Oh, did you-- Council Member Cummings: Oh, no. I'm sorry. Mayor Burk: Are there four people that would like to do away with the cost of living increase for the employees? Mr. Wilt. All right, so that doesn't go forward. Yes, Mr. Cummings. Council Member Cummings: I just was going to move on to the next topic if possible. Mayor Burk: Oh, you had a question? Council Member Cummings: Oh, sorry. Council Member Cimino-Johnson: Yes, I just had a question about the tax rate. We're sure that the Unassigned Fund Balance items are not impacting that rate? Cole Fazenbaker: Correct. If you look at the chart, when we have an asterisk next to it, that means that it passed but it doesn't affect the tax rate. Council Member Cimino-Johnson: Okay. Thank you. Mayor Burk: All right, Mr. Cummings. Council Member Cummings: Thank you. One thing I'd like to mention for tonight's mark-up session, I'd like to ask us to look at using Unassigned Fund Balance up to $3.8 million. To essentially rebate or pay for the tangible personal property tax in fiscal year '25 for all businesses and residents in the Town. We wouldn't be removing it. It would still be ready to go into the next year's budget. There wouldn't be a need to reactivate it or put funds in there. With $10 million in the Unassigned Fund Balance on top of our 20% fiscal policy, I think we have the funds to do it. Our residents are looking at 3% inflation, 4.1% higher utility rates, 5% average increase on property values. That means increased property taxes. We are, in a couple of weeks here, we'll be talking about an unknown stormwater management tax. I think it's time to put some money back in the pockets of our residents. I would ask to use 3.8 million from the Unassigned Fund Balance to do a rebate for tangible personal property taxes for the residents. Mayor Burk: Mr. Dentler, would you like to say anything in regard to that? Kaj Dentler: Mr. Cummings won't be happy with what I'm going to say. It's certainly a well-meaning approach. I understand where he's coming from. I didn't know about the proposal until yesterday. However, this proposal creates unintended consequences. We just met with our rating agencies, and they expect the Town to strictly adhere to our self-imposed fiscal policy. This would put us in conflict with that policy because you're using, as you're proposing, one-time money for a recurring cost, and you can't do that. We don't have a mechanism for rebate, we don't have the authority for rebate, and the mechanics of paying off the bills for each resident, we have to send you a bill, because you've already approved a rate, so we send you a bill, but the Town pays the bill, "Don't worry about it. I have it." The mechanics of that, behind the scenes of even that I don't even see, would be a nightmare. It is in conflict with our 84 Item c. 17|March 18, 2024 policy. It creates significant issues. You've already approved a rate. There may be other ways that you can consider providing relief using your Unassigned Fund Balance if you're going to develop an additional assistance program. There are many assistance programs out there for real estate. You can also create something for personal property. Personal property for vehicles is a complicated issue across the state. The County's been addressing that as well but to do as proposed is a conflict and will create a problem with our rating agencies. We are literally, I believe, tomorrow, we sign the documents for the sale. The rating agencies were here. They've heard this. For us to begin to deviate would cause, raise eyebrows and put us under scrutiny that we should not be under. We fought for many years to get there. Let me just address on that one other note. I know, Mr. Cummings, you're addressed to 20%. The 20% is our cash flow. It's our emergency fund. It's not above. You can't touch the 20%. That's part of our policy. Although you reference the 20% plus the 10 million, the 20% is not in play. If we have to use the 20%, we've got problems. That's what keeps us at a AAA rating, so in essence, it would be very bad public fiscal policy to take, approve the action that you're proposing. The $10 million that's above that, approximate 10 million, is one-time money, and you can use it for different things. Part of that, the Town has opportunities. We are pursuing land. Most of you, if not all of you, know that, and when that moment comes, you're going to need cash. Our Financial Advisor has told us and you and the credit rating agencies that cash is king. It gives you flexibility to do things when you're ready to move on those things. I cannot recommend this. I know Mr. Case, as the CFO, may add some words that are better than mine, but this would not be good public policy in any way. If we want to do something, we need to find another way to do it, in which we would need time to do. Now we're out of time at this point. The last part I want to say, because I know that we're looking ahead, we have the public hearing this week in this room on the Voluntary Settlement Agreement, but that money's not here yet, and we told the rating agencies, the Mayor was in the room, that we're not even counting that money in our plan. Until we know the deal is done and we know the money is trickling in at the pace we think it is, we're not touching it. Now, my point here at the conclusion is, this is not the right time to take on a significant tax relief program of any sort. It needs more time to be thought through. Mayor Burk: Mr. Case? Clark Case: Yes. I have a couple things I want to point out. One is that that $10 million that's sitting in above the 20% has been programmed into your six-year CIP. You're planning to help fund that six- year CIP with that $10 million. That money is already part of the plan for the long term over the six- year period. If you go and give it a tax rebate this year, you're going to have problems in the future years with the CIP projects that you already have put into the plan. You will not be able to afford them. The second thing is rebate programs are very popular at the Federal level because they like to send checks to the taxpayers, and they like to do that deposit to your bank account. We don't have any of that information. We do not have what your personal property tax is, what your assessment is. We don't have the locations. We don't even have the addresses. All of that resides at the County. If you approve a rebate program, we don't have the information to do that rebate and the County is not contracted nor are there systems configured to do that kind of rebate. The sheer mechanics of it are very difficult. I have done this in a prior life and 20% of the rebate checks we sent out came back and wound up being sheeted and never wound up in the taxpayer’s pockets. It wound up being sent to the equivalent of a Library of Virginia, but it wasn't in Virginia. The cost of doing that, the staff time to do that, and we are not equipped, we're not staffed to do it. We're staffed to do what we do right now. The mechanics are bad, the cost would be probably around a $250,000 that would do nothing but just get the money back. It's not a good deal to the taxpayers to return money in this way. You're far better off to reduce the rate because the reason those 20% come back is people moved out of the community, they're not here anymore, they leave a forwarding address, and we're going to be trying to rebate money to people who are no longer Town residents. The rebate, while it's a popular idea at the Federal level, it's very, very difficult for us to do it at the local level. 85 Item c. 18|March 18, 2024 Mayor Burke: Thank you. Ms. Nacy? Council Member Cummings: I have a few questions as well. Mayor Burk: We'll let the rest of the people answer. Council Member Nacy: I was just going to say, we're sitting at $0.05 over the tax rate right now, so we've got to think of something to do for our citizens. I appreciate that the wagons have been circled to not make Councilman Cummings' proposal happen, but I feel like we have to do something tonight to either reduce the tax rate back to where it was before, or maybe we need to re-vote on some things we passed. It's the wrong time. People are struggling really bad. It's what you hear the most when you go out and talk to people in the community, and raising the tax rate is just simply out of the question from my perspective. We got to find it somewhere. Mayor Burk: All right, anyone else? Mayor Burk: Yes. Vice Mayor Steinberg: I just want to clarify. We went from $0.1774 to $0.1775 cents. We haven't raised it $0.05. Clark Case: Oh, no, your four, five basis points. Cole Fazenbaker: Five hundredths of a penny. Clark Case: Five hundredths of a penny. Vice Mayor Steinberg: Yes, exactly. It's not $0.05. I'm just wondering. Clark Case: That's correct. Vice Mayor Steinberg: Precisely. Mayor Burk: How much is it again? Could you say that again? How much are we talking about? Clark Case: If you're talking about the cut Council Member Cummings was proposing, that would be correct. In this case, what you've done is you've raised it five basis points. Mayor Burk: Which is five-- Clark Case: Hundredths of a penny. Mayor Burk: Penny, okay. I think that's important too. We're not raising it $0.05. Clark Case: No. You're raising five hundredths of a cent. Mayor Burk: Yes, Mr. Cummings? Council Member Cummings: I just have a question. What I'm hearing is the 20% fiscal policy that we have adopted is not enough. Should we raise the 20% to keep the Unassigned Fund Balance to 25%, 30%? What is the appropriate amount to having as a fiscal policy in the Unassigned Fund Balance? Clark Case: With the 20% is a floor is appropriate. The reason we're telling you that the other amount above it is not just free money that's unassigned, is because it has been programmed into your CIP over the next six years. Your CIP was put together with the idea that that money could be programmed to help you to pay for capital projects and debt service on the capital projects over the next six years. The expectation here is that Council will use a portion of it for things like what you're talking about here, but that will wash out as we add or subtract the fund balance in those future years, 86 Item c. 19|March 18, 2024 but the base amount that's sitting in there is actually programmed into the CIP. That's why you already planned to spend it. Council Member Cummings: In the fiscal year 2023, we ended with a $6 million, I don't have the exact numbers memorized, but a $6 million surplus. Was that a surplus based on revenue brought in during the fiscal year of 2023, or was that this money that has been transferred? What is that-- it was in the financial services. Clark Case: If you remember back when we were talking about ARPA and how we were going to handle that, the Town had engaged in very deep cuts, hiring freezes. We took across the board cuts to the operating budget. When your ARPA money came in, we were able to use that money to keep Ida Lee open, to keep the staff on. We had made enough cuts to do that without the ARPA money. When we used the ARPA money for recreation, that money fell one time to fund balance. It was a result of the actions we took. Remember, we refinanced $2 million and took that out of the debt service and pushed it into future years so we would have that $2 million reserve fund for revenue standardization. We took a lot of very significant, dramatic action so that we would be able to balance the budget without laying off employees and without having to necessarily kill any capital projects so that we can continue to function. We were not counting on Federal aid. When we got the Federal aid, it meant that those cuts fell to the fund balance. That's why you have that $10 million. Mayor Burk: Mr. Bagdasarian? Council Member Bagdasarian: If you wouldn't mind, Mr. Case, help me understand. What would the impact of the tax relief be at that level for the average business or household? What would that impact? Do we have an analysis of that yet? Clark Case: Oh, I think you have that. Cole Fazenbaker: Kind of round numbers, every penny on the tax rate is approximately $60. If you're looking at 3.8, that's probably close to $200 annual for your real estate tax, for the year. For your average home which is about $600,000. Council Member Bagdasarian: What was that number again? Cole Fazenbaker: $600,000 is the average home. Council Member Bagdasarian: The relief would be approximately? Cole Fazenbaker: The relief would be, doing the mental math, around $200. Council Member Bagdasarian: $200 a year. Cole Fazenbaker: Annual, yes. Council Member Bagdasarian: Oh, for this year specifically or next year? Clark Case: For Fiscal '25. Council Member Bagdasarian: Right. Exactly. Mayor Burk: Is that it? Okay. Did you have more that you-- Council Member Cummings: The $10 million that staff told us a couple of meetings ago, that was above the 20% fiscal policy. How much of that $10 million is budgeted essentially, is earmarked to go towards the CIP or other Town projects? Clark Case: How much of that [inaudible]? 87 Item c. 20|March 18, 2024 Cole Fazenbaker: I missed the first part but were you asking how much of the Unassigned Fund Balance is programed? Council Member Cummings: The 10 million above the 20% fiscal policy, how much of that is budgeted towards CIP or other projects? Cole Fazenbaker: The majority is programmed directly as paygo in the out years but what it's really doing is helping our financial targets in the out years. Whenever we do 20% of Unassigned Fund Balance in the out years, we're keeping the tax rate low because if we use all the Unassigned Fund Balance, we would have to raise our taxes in the out years in order to make up that revenue again. That's how our long-term sustainability plan is modeled. Kaj Dentler: Let me see if I can help. The 10 millions available. Although it's our program in the out years- Clark Case: Yes. Kaj Dentler: -it's a long-term sustainability plan that they have, that they can program out 10-plus years and they can see based on different decision points if we are hitting all of our financial targets, would there be a raise, et cetera, potential tax rate required. They're looking in the out years. They're not just looking year one. They're 10 years out. That's what they're referring to, but if Council wanted to use, and correct me if I'm wrong, but I think this is what they want to know, because I'd want to confirm that I understand it correctly, the $10 million is available now, if you wanted to spend it, if property came available, or whatever, you could use it. It has an impact on the long-term plan that they're dealing with. I don't want you to walk away thinking it's not available for you to use. That's not correct. If that is helpful to you. Council Member Cummings: It's only available to be used on things that you all want us to use it on. Clark Case: Well as [crosstalk] Kaj Dentler: Not that-- Clark, please. With all due respect, I don't agree with that statement. It's a little professionally offensive to me and to the staff and I know you don't really mean that. I know you're frustrated. We are more than willing to sit down with you and all of Council to figure out a better plan that can be done. My entire budget was presented on a focus as this is a transition year. As you know, I've held this budget, proposed budget almost flat. You saw the chart of all the unfunded items that were, the directors are asking for. We can always debate whether or not they should be or not. I don't agree with them on everything either, but I held it flat because we know there's a future coming that is very positive but we don't have the money yet. The deal's not done so I wanted to hold it until we get further down the road when we're in a better position to have these conversations. The last thing I wanted to say, not directly related to that point that I forgot, the $10 million is drawing interest of north of 5%. That's helping keep our tax rate. You've heard me say for years, this is my 10th year, Leesburg has an artificially low tax rate. I understand the goal to try to drop it, but we are pressing above. We're not able to do a lot of things that individual Council Members want to do. Those future days are coming where we'll have better flexibility to make some decisions. I just wanted to share that. I don't mean to be disrespectful, Mr. Cummings. If I am, I apologize, but I don't think you really meant what you said to that. The staff has worked hard to deliver a budget and ensure that the Town's finances are a AAA, sterling record and that is what we presented to you. You have options to do if you wish, but this is not the right plan at the right time. Mayor Burk: We pay a tidy sum to have a Financial Advisor. Have we proposed this to our Financial Advisor and have they weighed in? Kaj Dentler: Yes. Clark Case: Yes. 88 Item c. 21|March 18, 2024 Kaj Dentler: A lot of this information that I'm sharing, Clark and I have talked, correct, the Financial Advisor does not recommend this proposal, that there may be other ways to find tax relief or assistance programs, but it takes time to work through those. The biggest concern that he said, Clark said it this morning before we even got to him, that we're violating our own policy, and that will send ripples to the credit agencies that will impact the Town for many years. Does it guarantee we're going to lose our rating? I can't say that, but they're not going to believe us when we go through. The Mayor has sat in those sessions in New York as well as here. You know the questions they ask, and what we have to share is honest, transparent, and we've done that. Now, they've reaffirmed our AAA rating. It would give me great pause to do what's being proposed. Mayor Burk: Mr. Steinberg. Vice Mayor Steinberg: Yes. Thanks. I fully appreciate, I truly do, what Councilman Cummings is trying to achieve here, and Councilwoman Nacy as well. I think it's incumbent upon us to serve the best we can all the residents of the community, and yet we also know we have priorities. I'm reminded of a Mark Knopfler song, a line in a Mark Knopfler song, which says, "Don't crash the ambulance whatever you do." I would hate to see us take a path in direct contradiction to highly paid staff and outside consultants who tell us, this is not the way to get to where you want to go. I believe this conversation requires more careful consideration. It requires a certain amount of patience to get to the end of the road that our Town Attorney and outside counsel has gotten us to with regards to the settlement with the county, at which point we should be in a much better position for all kinds of considerations, but we aren't there yet. I believe we should rely on the expert opinions that we have in the room, which I know for me, far exceed anything I could offer. Again, I'm fully sympathetic to the intent, but I think the time frame is not yet right for this process. Thanks. Mayor Burk: Mr. Bagdasarian do you have something you want-- Council Member Bagdasarian: I also appreciate the objective and the intent. I do know that there are things on the horizon. Just from an operational perspective, I look at the strategic Unassigned Fund Balances. It should be utilized for strategic capital investments, specific things for projects like, let's say, pickleball, need I say that, or other sorts of projects that can be accelerated, but one-off capital projects, because that will have less of an impact on ongoing operations in the budget. I certainly appreciate the desire, but there's so many factors that we have to take into consideration here. Mayor Burk: I put out a-- Cole Fazenbaker: Madam Mayor. Sorry. Just one quick clarification on the math that I gave earlier. I was using the real estate conversion. If we're just talking about personal property taxes, the average tax bill for Leesburg is $88. That would be equivalent to $88 for each personal property taxpayer. Mayor Burk: Thank you. I put out a resolution earlier, shared with all of you, to try to pull us forward because we are in a transition. We have had a strong budget. We're known in Leesburg for being careful on what we do in regards to the budget, and that has benefited us through our rating agency's assessments. I put forward a resolution that stated that, the gist of it states that as money comes in from the data center, as a Council, we would take that money and use it to offset the taxes, tax rates, but we would have the money in the bank at that point. We can't do it before we have the money. We would pledge that once the money starts coming in and we have that amount, we can take and use that amount to lower the tax rate. I'm afraid that at this point it's premature and that we're putting ourselves in a dangerous situation, and in the end, it's not going to be good for our residents. I would really-- we rely on our Financial Advisors to give us advice. If we don't want to listen to their advice, then we shouldn't even bother with them. Obviously, we do value their advice. They're saying this is a bad idea at this point. Let's support the resolution or let's move forward, we can't do it at this point. Anyone else at this point? All right. Are there four votes to look at using UAFB up to 3.8 million to rebate or pay for tangible personal property for FY 2025 for residents and businesses? Are there four 89 Item c. 22|March 18, 2024 people that want to do that? Okay, Mr. Cummings and Ms. Nacy. All right. Any other item at this point? This is our last markup. The way it stands right now is all the items that we have put forward raises slightly, tiny raises the tax rate from 17.74 to 17.79. We don't have an estimate on what implication that we have for someone who has a $600,000 home? Cole Fazenbaker: We do have a chart on the tax bill here. You can see what the variance would be. It's a $3 difference from the current tax rate-- annually. Mayor Burk: The 17.79 would be $3 difference for the year. Cole Fazenbaker: For the year, correct. Mayor Burk: Okay. Thank you. I appreciate that information. No one has anything else because tomorrow-- Yes, sir. Do you have something? Council Member Cimino-Johnson: I've calculated what that difference is. It's $56,396. Mayor Burk: What difference? Council Member Cimino-Johnson: The difference in the tax rates. The 17.74 we started with and the 17.79. Mayor Burk: 17.74 to 17.79 would be how much? Council Member Cimino-Johnson: I have 56,396. Mayor Burk: So where are you getting that as opposed to what they just gave us? Council Member Cimino-Johnson: Increase revenue or if we want to decrease cost somewhere else. Mayor Burk: That would-- Council Member Cimino-Johnson: Is there somewhere we could take that from in order to not increase the property tax rate? Kaj Dentler: Not the property, real estate. Council Member Cimino-Johnson: Real estate, sorry. Kaj Dentler: The problem is that some of those are recurring costs, so that means you can't use Unassigned Fund Balance for that. Now if Council wants us to get it back to 17.74 so that you hold it flat, you can do that, but what you saw was a $3 increase on the annual cost at 17.79. Mayor Burk: [laughs] Mr. Cimino-Johnson, are you suggesting something in particular? Council Member Cimino-Johnson: No, I just wanted to throw that out there in case anybody was thinking or wanted to know that information. Mayor Burk: Okay, thank you. At this point, we're set. Tomorrow we'll come, you'll bring this all back as a whole. We will be voting on the budget tomorrow as a whole. Is that correct? Kaj Dentler: Correct. The budget as a whole, you have a public hearing on the tax rate first, and then you're able to take your actions to approve the budget. Mayor Burk: All right. Is there any addition or deletion tomorrow? Kaj Dentler: You can make those. We'll make all the adjustments so all the numbers will be in. When you make adjustments tomorrow night, it's a little harder for them to, on the fly, to make sure they've 90 Item c. 23|March 18, 2024 got it exactly right, but we can work through that. Mayor Burk: All right. Okay. Thank you very much. I appreciate all your hard work on this. I know you guys are numbers people, but-- [laughs] Okay, the next item is the Town Utility Customer Assistant Program. [pause] Mayor Burk: Do we want to take a five-minute time break while they're getting situated? I guess not. [laughs] [pause] [background conversation] Mayor Burk: Oh, I'm sorry. I was waiting for you. Keith Markel: Are we going to wait for the Vice Mayor or we're ready to roll? Mayor Burk: No, I asked if people wanted to break, they don't want to break so-- Keith Markel: All right. There we go. Well, good evening, everyone. Good to be back to talk tonight about the Customer Assistance Program. This is a topic that was discussed back during the rate- setting process in January and are coming back to you this evening with the request that you had for us back then. Just want to introduce. This evening, we have Amy Wyks, our Director of Utilities here as part of the team, as well as Liz Weaver and Betsy Payne who have both been behind-the-scenes experts on pulling this all together and providing these recommendations for you this evening. Just as a way of a little background here you asked for us to come back with a customer relief program that would be able to provide financial assistance to customers who may be having financial hardships. You, with that time, appropriated $100,000 in Unassigned Fund Balance to fund this program, and then the future years we'll be talking about where additional funds may come from donations or from additional allocations throughout the annual budget process. This relief program would be in addition to the relief programs are already in place. The Town already has a 25% price discount for qualifying families to meet certain financial thresholds if they are part of certain Federal and State programs as assigned by the county or if you meet certain age requirements, 65 and over, with certain financial criteria being met. This would be in addition to those programs that are currently in place. We did some research. We looked around the state to see what other localities are working with programs that are similar and we found a number of different examples. The common denominator with these is that all of them are typically done in partnership with non-profits that handle the administrative interpretation and implementation of the program and that is true for Loudoun County who has a program already in place that is also available to Leesburg customers today. They are using ARPA funds. They've got about a quarter of a million dollars in ARPA funds that are available through the end of '26 and that is allocated out through a non-profit that they're working with, in that case, Loudoun Cares is the non-profit they've partnered with, to provide up to $2,000 in annual financial assistance to individual households meeting criteria. What we're proposing to you this evening is program administration in partnership with a non-profit, similar to what Loudoun County is doing. You have to establish eligibility criteria. What we're proposing is limiting that to intown residential utility customers that meet certain household income limits. The financial assistance limits that we propose to you to cap at would be a maximum of two quarterly bills per year and/or $650,000 in annual contribution to that household. I'm sorry $650. Did I say thousand? We're very good here in Leesburg. Mayor Burk: I was like, "What?". [laughter] Keith Markel: I actually calculated back up and see what that does. 91 Item c. 24|March 18, 2024 [laughter] Keith Markel: $650 annually. That roughly equates out to what, two household bills on average? Two average bills for our intown customers. The non-profit selection process. That's where the next phase would go if you do want to move forward with this. The Town would award the funds through a grant process to an organization. This would be similar to how we awarded funds back during the pandemic. We had those grant programs in place. This would not be an RFP process. This is a grant eligibility process so we would do a call for proposals from non-profits that would be likely candidates to want to administer this program on your behalf. Then interested non-profits would submit their proposals and then the Town would be able to evaluate those proposals. We're proposing that they would be evaluated on the following selection criteria. One, obviously, they've got to be a 501(c)(3), a charitable non-profit. Then they must show that they have a level of experience administering financial assistance programs. There are a number in the community that are currently doing that today. Administrative overhead costs to manage their program. There would be costs involved, obviously, to them. They've got to have staff, they've got time, they've got resources they have to put towards it, so they would be baking that into the program and that would be a cost that would have to be covered by the Town. We'd be looking at who's most competitive with their overhead cost management. Participant eligibility requirements and internal vetting process. How do they go through the process to make sure that the most qualified candidates are receiving the benefits, and what their vetting process looks like. What staffing resources do they have to put towards that vetting process? What support can they provide, whether that be language translation services or speed at which they can turn applications around? That's what we're talking about their response time to customer inquiries. The ability to provide for timely payments. We currently have a very good relationship with those non- profits in the community that are helping customers currently, and they have a strong working relationship with Amy and Betsy and the team there at Utilities. We're not talking about huge numbers of folks here who are applicants, but when we do have those in the pipeline, there are those conversations, those emails, those phone calls back and forth to make sure that nobody's getting shut off, that everybody is given time to get their paperwork processed. We're also looking at financial health of the organizations. We want to make sure that they've got the capacity. They're going to be here today. They're going to be here tomorrow to manage this. We want this to be a long-term relationship not where we're turning this over into a lot of different non-profits. Then, obviously, the implementation timeline, we've heard from you, you all want to have this up and running by July. To do that, we've got to move aggressively with this timeline. You'll see here our proposed implementation timeline. If you all are in support of this and do want to move forward, we have a draft resolution for your adoption tomorrow evening. Then in April, the Town will announce the grant opportunities. In just a few weeks we'd get that letter of interest to be put out to the community and say, "If you're a non-profit interested, here's where we're going to need you to submit your proposals," with the deadline being April 30th to submit back to the Town. Then staff would do a quick review of those proposals and come back to you with our recommendation of the most qualified non-profit that we'd recommend to manage this program. We will do that selection at the June meeting, and then hopefully, have everything in place and up and running in July, as soon as July 1, as we could. That's our proposed timeline for you. With that, we are happy to answer any questions or get into any more details. Mayor Burk: Well, thank you. I appreciate you getting this together so quickly. I'm very excited that we're looking to get involved in this. I just have a couple of questions myself. The first one is that the County has an individual limit of $2,000, and Town residents are eligible for that. Keith Markel: They are. 92 Item c. 25|March 18, 2024 Mayor Burk: Conceivably, could someone in the Town get the $2,000 and the $650? Keith Markel: Yes. Mayor Burk: Oh, okay. Keith Markel: That is a possibility, and that could be something that you all could make that determination, but that could be the case. We also know that many people who are struggling aren't struggling just with their water bill, but it might be gas and electric and a whole myriad of other things. The $2,000 cap in the County's program can be applied across the board to a number of different utilities. Mayor Burk: Oh, okay, so then that would relieve them for the water? Cole: They might be able to use those $2,000 for the Dominion electric bill, and then we could use that $650 for the Town water and sewer bill. Mayor Burk: Okay, great. You did explain that there would be some costs associated with the administration of it. Keith Markel: Yes. Mayor Burk: My one question, and I don't know how to be delicate in saying this, is we've got some tremendous non-profits here, but some of them are religiously oriented. Will there be a, I don't know how to say it, will there be a-- I don't want someone to need this money and be a Catholic, but they get it from the Salvation Army, and they use their religious influence on it. Keith Markel: Exactly. The State Code is very clear on that. Yes, those religious organizations like Catholic Charities, like Salvation Army, are all candidates in this as long as everybody understands, and the State Code requires quite clearly, that there can be no criteria based on any beliefs, participation, membership, anything like that. If they're willing to take on the program, it has to be a universal blank canvas of anyone being able to apply, so long as they meet those established criteria that the Town will establish based on State new requirements. Mayor Burk: Okay, good. Great, because we do have some very phenomenal non-profits that are religious-oriented. Keith Markel: Absolutely. Mayor Burk: Thank you. Anyone? Mr. Wilt? Council Member Wilt: Thanks, Keith. The context, so you mentioned a 25% discount program that's already in place. Keith Markel: Yes. Council Member Wilt: Can you describe how that operates? Keith Markel: How that operates? Council Member Wilt: Yes. Keith Markel: In many cases, if individuals qualify at the county, so if they're part of the WIC program, if they're 65 or over and meet certain financial thresholds, so they reach the senior tax discount, all of that information gets transferred to the Town, and that gives them an automatic qualification. We accept the county's vetting process and determination, and that gets applied then to their Town water and sewer bill. If they are part of the voucher housing program, they can get the 25% discount, but they do need to submit that information to the Town. That information is not passed over from the County. 93 Item c. 26|March 18, 2024 Council Member Wilt: Okay. Is the target population of this proposal the same or different from the population qualifying for the 25% discount? Keith Markel: I think you would see a lot of overlap in that. Council Member Wilt: Okay. In that case, I'm wondering, would it be simpler rather than setting up a dual administration to increase the discount? If there's a further need- I am assuming the context here defines that there's a further need. We're providing a 25% discount. The County's providing up to $2,000 a year. My question would be, does Dominion and NOVEC offer assistant programs? Does a gas supplier-- I assume we're defining an additional need, above all of those but it would be simpler than if we already have a mechanism in place to define what the incremental need is and increase our discount. Keith Markel: That's one option. The only thing I suggest is that you don't capture everybody when you only find those folks that are pre-qualified in those existing programs. If you have the family that the person maybe has a quality job, but then they lose that job, so they're in financial difficulty for maybe a six-month period as they're looking for new work, or they have an illness, or something that wouldn't put them already in that age bracket category, or they're already in some sort of Federal program, those folks could benefit from a program like this that may not otherwise qualify. Council Member Wilt: You already described another one-off where people have to apply to the Town directly. That's an augmented eligibility. Could we not add additional augmented eligibility to keep the existing program operating? Keith Markel: I think the program I'm referring to, and Amy and Betsy probably know this better than I do, those programs are County programs that they share that list with the Town. We take their vetting and their approval process and apply that here, and they have to meet certain-- Those are just certain State and Federal programs. Is that what you're referring to as taking folks to augmented-- Council Member Wilt: Well, if there's some other augmentation to get people into the program rather than creating an entirely new program with an entirely new administration, and an entirely new basis. Keith Markel: They would have to qualify with the County. I don't know, folks that have those hardships that I'm describing, like if you're temporarily unemployed or those sort of things, they wouldn't necessarily qualify for the WIC program, or the housing voucher program, or other things that would be those County programs that they'd be vetted through. Amy, I don't know, maybe you got some perspective. Amy Wyks: No, I was just going to add one of the reasons we're recommending teaming up with a non-profit, is, again, having staff not have to ask for tax forms, bank account statements, W2s, pay stubs. Again, trying not to have staff in the Town being responsible for all that documentation and records management from that standpoint, which is why we're proposing to do it through the non- profit who already set up to do that. They have the system, they have the criteria, so not trying to put that onto the staff to understand and decide if someone qualifies or not. Council Member Wilt: What we're going to do, a discount program, operate one, but then a cash grant program- Amy Wyks: We think the discount program [inaudible]. Council Member Wilt: -is what you're proposing. Keith Markel: You could have got the County qualification program, the 25% discount that is currently eligible to some customers. Council Member Wilt: Right. You're getting currently the discount program, eligibly vetted- Keith Markel: By the County. Council Member Wilt: -no staff work. 94 Item c. 27|March 18, 2024 Keith Markel: No staff work. Council Member Wilt: Right. Is there a way-- What I'm hearing is just there's two completely different programs with two completely bases attempting to solve the same problem. I wonder if that's the most efficient way to do things. Keith Markel: I hear you. I don't know how the County would have a program that would-- They won't vet Leesburg water utility customers based on criteria that we give them, is my understanding. If you wanted to-- Amy Wyks: Not without- they would charge us for that. Keith Markel: They would. If they'd be even willing to take that on. Again, they send the administration for this $2,000 annual relief program through a non-profit. The other ones are existing social programs that they already have in place through the Family Services that they qualify for their own purposes, and then we use that list to then qualify them for the 25% discount with the Town. Council Member Wilt: All right. Thank you, Keith. Mayor Burk: All right. Dr. Cimino-Johnson. Council Member Cimino-Johnson: I was just going to ask about do we have any idea what the administration fee would be? Keith Markel: I think what they heard was something that 15% of grant award is typically what they'd see as their overhead cost. Council Member Cimino-Johnson: Do we plan on that coming out of the $100,000 or we would-- Keith Markel: Yes, it would need to come from your allocated funds for this program. Council Member Cimino-Johnson: Okay. Thank you. Mayor Burk: Any additional questions at this point? If there's no questions on this, are there four people that would want to bring this to the meeting tomorrow to vote on it tomorrow? Okay. Dr. Cimino-Johnson, Mr. Cummings, Mr. Steinberg, Ms. Nacy, myself, Mr. Bagdasarian. Kaj Dentler: We'll move this to consent tomorrow night. Okay. Mayor Burk: All right. Is anybody have any future Council meeting agenda topics? Do I have a motion to adjourn? Vice Mayor Steinberg: So moved. Mayor Burk: Second? Chris Spera: [inaudible] Mayor Burk: Oh, thank you. I always forget them. Thank you for reminding me. Vice Mayor Steinberg: One moment. Mayor Burk: Just one moment. Director of Public Works and Capital Project, Renee Lafollette, would like a proclamation for National Public Works Week. Do I have four people that would support that? Everybody? Diane Rodriguez from LAWS Domestic Violence & Sexual Assault Services would like to have a proclamation for Child Abuse Prevention Month in April. Everybody is in favor of that one. Diane Rodriguez from LAWS Domestic Violence & Sexual Assault Services would like a proclamation for Sexual Assault Awareness and Prevention Month in April. We have four people that are interested in doing that? That's everybody. All right. Now, do I have a motion to adjourn? 95 Item c. 28|March 18, 2024 Vice Mayor Steinberg: So moved. Mayor Burk: Second. Council Member Nacy: Second. Mayor Burk: All in favor? All: Aye. Mayor Burk: Opposed? We're done. Well, I thought we'd be a lot longer than that. 96 Item c. COUNCIL MEETING March 19, 2024 1 | P a g e Council Chamber, 25 West Market Street, 7:00 p.m. Mayor Kelly Burk presiding. Council Members Present: Ara Bagdasarian, Todd Cimino-Johnson, Zach Cummings, Kari Nacy, Vice Mayor Neil Steinberg, Patrick Wilt and Mayor Kelly Burk. Council Members Absent: None. Staff Present: Town Manager Kaj Dentler, Town Attorney Christopher Spera, Deputy Town Manager Keith Markel, Finance and Administrative Services Director Clark Case, Public Works and Capital Projects Director Renee LaFollette, Parks and Recreation Director Rich Williams, Assistant Town Manager Kate Trask, Leesburg Police Chief Thea Pirnat, Thomas Balch Library Director Alexandra Gressitt, Airport Director Scott Coffman, Economic Development Director Russell Seymour, Community Development Director James David, Information Technology Director Jakub Jedrzejczak, Leesburg Police Captain Jaime Sanford, Leesburg Police Captain Dave Smith, Public Information Officer Kara Rodriguez, Finance Deputy Director/Treasurer Lisa Haley, Management and Budget Officer Cole Fazenbaker, Capital Projects Assistant Director Doug Wagner, Deputy Management and Budget Officer Tamara Keesecker, Management and Budget Analyst Liz Weaver, Parks and Recreation Assistant Director Katey Jackson, Sustainability Manager Deb Moran, Parks and Recreation Center Supervisor Sam Roesler, Parks and Recreation Aquatic Facility Supervisor Bryce Ober, Parks and Recreation Front Desk Attendant Aimee Cox, Leesburg Police Sargeant Wael Abilmona, Leesburg Police Officer Victor Bendezu and Clerk of Council Eileen Boeing AGENDA ITEMS 1. CALL TO ORDER 2. INVOCATION was given by Council Member Cummings. 3. SALUTE TO THE FLAG was led by Council Member Nacy. 4. ROLL CALL a. All Council Members present. 5. MINUTES a. None. 6. ADOPTING THE MEETING AGENDA MOTION 2024-043 On a motion by Vice Mayor Steinberg, seconded by Council Member Nacy, the meeting agenda was moved for approval. 97 Item d. COUNCIL MEETING March 19, 2024 2 | P a g e The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 7. CERTIFICATES OF RECOGNITION a. None. 8. PRESENTATION OF PROCLAMATIONS a. International Dark Sky Week – April 2-8, 2024 MOTION 2024-044 On a motion by Vice Mayor Steinberg, seconded by Council Member Nacy, the following was proposed: I move to approve the Proclamation recognizing April 2-8, 2024, International Dark Sky Week be proclaimed at the March 19, 2024, Town Council Meeting. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 Mayor Burk presented the proclamation for International Dark Sky Week to Environmental Advisory Commission Chair Paul Sheaffer who made a few remarks. b. Keep Leesburg Beautiful MOTION 2024-045 On a motion by Council Member Cummings, seconded by Council Member Cimino- Johnson, the following was proposed: I move to approve the Proclamation for Keep Leesburg Beautiful be proclaimed at the March 19, 2024, Town Council Meeting. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 Mayor Burk presented the proclamation for Keep Leesburg Beautiful to Environmental Advisory Commission Chair Paul Sheaffer who made a few remarks and reminded everyone that the kickoff event would be held April 6 at Raflo Park. 98 Item d. COUNCIL MEETING March 19, 2024 3 | P a g e c. Recognizing Victor Bendezu MOTION 2024-046 On a motion by Council Member Cimino-Johnson, seconded by Council Member Nacy, the following was proposed: I move to approve the Proclamation recognizing Victor Bendezu be proclaimed at the March 19, 2024, Town Council Meeting. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 Mayor Burk presented the proclamation to Leesburg Police Officer Victor Bendezu. d. Recognizing Heroic Efforts on February 29, 2024 at Ida Lee Park Recreation Center MOTION 2024-047 On a motion by Council Member Nacy, seconded by Council Member Bagdasarian, the following was proposed: I move to approve the Proclamation for Recognizing Heroic Efforts on February 29, 2024 at Ida Lee Park Recreation Center be proclaimed at the March 19, 2024, Town Council Meeting. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 Mayor Burk, along with the victim Mr. Greg Membreno, presented the proclamation to Town of Leesburg Staff Members Ms. Aimee Cox, Ms. Bryce Ober, Ms. Sam Roesler, and Ida Lee Patron Mr. Howard Belle. Mr. Membreno made a few remarks. Dr. John Morgan, Medical Director with Loudoun County Fire and Rescue, also made remarks regarding the excellent response of the four individuals before EMS arrived. 9. PRESENTATIONS a. General Assembly Legislative Update Delegate Fernando “Marty” Martinez presented Council with the 2024 General Assembly legislative update. Delegate Martinez reviewed the bills he introduced including the two that directly benefit the Town of Leesburg. House Bill 4 – redirects revenue generated by the plastic bag tax to towns where the revenue originated and House Bill 5 – 99 Item d. COUNCIL MEETING March 19, 2024 4 | P a g e creates a parking authority in Leesburg to allow the town to create more parking and enter into long-term development agreements. 10. REGIONAL COMMISSION REPORTS a. None. 11. PETITIONERS The Petitioner's Section opened at 7:32 p.m. There were no Petitioners wishing to address Council. The Petitioner's Section closed at 7:33 p.m. 12. APPROVAL OF THE CONSENT AGENDA MOTION 2024-048 On a motion by Vice Mayor Steinberg, seconded by Council Member Nacy, the following consent agenda was proposed: a. Purchase of Replacement Sanitary Sewer Camera Truck for Department of Utilities RESOLUTION 2024-041 Contract Award for Replacement of Sanitary Sewer Camera Truck to Maryland Industrial Trucks, Inc. in the amount of $364,470 b. Appropriation of Internet Crimes Against Children (ICAC) Task Force Funds RESOLUTION 2024-042 Approving a Supplemental Appropriation in the amount of $5,000 from the Northern Virginia/District of Columbia Internet Crimes Against Children Task Force to Purchase Equipment and Training c. Town Utility Customer Assistance Program RESOLUTION 2024-043 Approving the Program parameters and Implementation Plan for Leesburg Customer Assistance Program (LCAP) The Consent Agenda was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 100 Item d. COUNCIL MEETING March 19, 2024 5 | P a g e 13. PUBLIC HEARINGS Mayor Burk requested items 14.a. – Fiscal Year 2025-2030 Capital Improvements Program and 14.b. – Fiscal Year 2025 Budget Adoption follow Public Hearing 13.a. – 2024 Tax Rate and Fees Ordinance Adoption. There were no objections by Council. a. 2024 Tax Rate and Fees Ordinance Adoption The public hearing opened at 7:34 p.m. Ms. Tamara Keesecker presented Council with an overview of the proposed 2024 Tax Rate. Council and staff discussed the proposed 17.79₵ tax rate. Mr. Dentler provided a strategy to Council of how they could attain the 17.74₵ tax rate by accelerating a purchase of a vehicle for a Construction Manager in Fiscal Year 2024 using existing general funds versus Fiscal Year 2025 which would make up the approximate difference of $60,000 between the two rates. Public Speakers: There were no speakers wishing to address this public hearing. The public hearing was closed at 7:41 p.m. MOTION On a motion by Vice Mayor Steinberg, seconded by Council Member Bagdasarian, the following was proposed: I move to approve the proposed Ordinance setting the Real Taxable Property Rate and Tax Rate for certain personal property for Tax Year 2024, Amending Appendix B – Fee Schedule ORDINANCE Setting the Real Taxable Property Rate and the Tax Rate for certain Personal Property for Tax Year 2024, Amending Appendix B – Fee Schedule The motion set the tax rate at 17.79₵ per $100 of assessed value. Council Member Nacy requested a friendly amendment to the motion to reduce the tax rate to 17.74₵ per $100 of assessed value. The amendment was accepted by Vice Mayor Steinberg. MOTION 2024-049 On a motion by Vice Mayor Steinberg, seconded by Council Member Bagdasarian, the following was proposed: 101 Item d. COUNCIL MEETING March 19, 2024 6 | P a g e I move to approve the proposed Ordinance as amended setting the Real Taxable Property Rate and Tax Rate for certain personal property for Tax Year 2024, Amending Appendix B – Fee Schedule ORDINANCE 2024-O-006 Setting the Real Taxable Property Rate and the Tax Rate for certain Personal Property for Tax Year 2024, Amending Appendix B – Fee Schedule The amended motion set the tax rate at 17.74₵ per $100 of assessed value. The motion was approved by the following roll call and super majority vote: Cimino-Johnson - aye, Cummings – nay, Vice Mayor Steinberg – aye, Nacy – aye, Bagdasarian – aye, Wilt – aye and Mayor Burk – aye Vote: 6-1 14. RESOLUTIONS /ORDINANCES / MOTIONS a. Fiscal Year 2025-2030 Capital Improvements Program MOTION 2024-050 On a motion by Vice Mayor Steinberg, seconded by Council Member Cimino-Johnson, the following was proposed: I move to approve the proposed resolution adopting the Fiscal Year 2025-2030 Capital Improvements Program in the amount of $308,568,036. RESOLUTION 2024-044 Adoption of the Fiscal Year 2025-2030 Capital Improvements Program in the amount of $308,568,036. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: Cummings Vote: 6-1 b. Fiscal Year 2025 Budget Adoption Mr. Cole Fazenbaker noted the draft ordinance would be amended to reduce the proposed budget by $58,000 to offset the tax rate reduction to 17.74₵. MOTION 2024-051 On a motion by Mayor Burk, seconded by Council Member Cimino-Johnson, the following was proposed: I move to approve the proposed Ordinance adopting the Budget for Fiscal Year 2025; Making Appropriations for Fiscal Year 2025 for the General Fund, Utilities Fund, and 102 Item d. COUNCIL MEETING March 19, 2024 7 | P a g e Capital Projects Fund; Authorizing Amendments to the Budget and Supplemental Appropriations by Council Resolution; Amending and Reaffirming Fiscal Policy; and Authorizing and Directing the Town Manager to Take All Steps Necessary and Prudent to Effectuate the Implementation of the Ordinance. ORDINANCE 2024-O-007 Adopting the Budget for Fiscal Year 2025; Making Appropriations for Fiscal Year 2025 for the General Fund, Utilities Fund, and Capital Projects Fund; Authorizing Amendments to the Budget and Supplemental Appropriations by Council Resolution; Amending and Reaffirming Fiscal Policy; and Authorizing and Directing the Town Manager to Take All Steps Necessary and Prudent to Effectuate the Implementation of the Ordinance. Council discussed the proposed budget. The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Nacy, Vice Mayor Steinberg and Mayor Burk Nay: Cummings, Wilt Vote: 5-2 13. PUBLIC HEARINGS (continued) b. Amending Town Code Section 2-156, 2-157 and Related Sections to Provide the Town Manager with Flexibility in Financial Staffing The public hearing opened at 7:50 p.m. Mr. Chris Spera presented Council with Town Code amendments to allow the Town Manager flexibility to define who on staff will fill the role of Finance Director. Public Speakers: There were no speakers wishing to address this public hearing. The public hearing was closed at 7:55 p.m. MOTION 2024-052 On a motion by Council Member Cummings, seconded by Vice Mayor Steinberg, the following was proposed: I move to approve the proposed Ordinance Amending the Town Code to Change the Title of the Director of Finance and Administrative Services to the Director of Finance. ORDINANCE 2024-O-008 Amending the Town Code to Change the Title of the Director of Finance and Administrative Services to the Director of Finance 103 Item d. COUNCIL MEETING March 19, 2024 8 | P a g e The motion was approved by the following vote: Aye: Bagdasarian, Cimino-Johnson, Cummings, Nacy, Vice Mayor Steinberg, Wilt and Mayor Burk Nay: None Vote: 7-0 Mayor Burk granted Mr. Dentler the opportunity to thank Mr. Clark Case for his years of service and financial stewardship to the Town. Mr. Case is retiring at the end of March. Mr. Dentler asked Mr. Case to give a brief overview of the bond sale and refinancing that occurred earlier in the day that yielded very good results for the Town. Mr. Case provided the overview and thanked Council and staff for their support over the past nine years. Mayor Burk said it was an honor to have Mr. Case serve Council and the Town. 15. UNFINISHED BUSINESS a. None. 16. NEW BUSINESS a. None. 17. COUNCIL DISCLOSURES AND COMMENTS / ADDITIONS TO FUTURE MEETINGS Council Member Cimino Johnson requested a Work Session discussion on clarification of the unassigned fund balance and the schedule for the Fiscal Year 2026 budget adoption. It was the consensus of Council to add this to a future Work Session discussion. 18. MAYOR DISCLOSURES AND COMMENTS / ADDITIONS TO FUTURE MEETINGS Mayor Burk welcomed the Town’s third ABC store to Leesburg at Compass Creek. Mayor Burk thanked the Town Manager and staff for their hard work on the budget. Mayor Burk thanked the residents who provided comments and feedback related to the budget. Mayor Burk also thanked Council for all they do to make Leesburg a great place to live and for respecting each other throughout the budget process. Mayor Burk requested a Work Session discussion on a text amendment to potentially change the zoning on the Mintjens property which is the last large piece of undeveloped property next to the Leesburg Premium Outlet Mall. It was the consensus of Council to add this to a future Work Session discussion. 19. TOWN MANAGER COMMENTS Mr. Dentler thanked Council for approving the budget. Mr. Dentler noted he was proud of the hard work of staff and the Budget team. Mr. Dentler added that he was also proud that Council recognized several Town employees from the Police Department and 104 Item d. COUNCIL MEETING March 19, 2024 9 | P a g e Parks and Recreation for their heroic efforts. Mr. Dentler noted the outstanding contributions from Mr. Case and that he will be missed. His replacement, Mr. Owen Snyder, joins the Town on April 22. Mr. Dentler requested Council consensus to allow the Diversity Commission to use $800 of their existing Fiscal Year 2024 funds to buy translation services for the Town Web site. This line item was not included in the Fiscal Year 2025 budget. It was the consensus of Council to allow the Diversity Commission to move forward with using $800 from their existing Fiscal Year 2024 funds for the purpose of translation services on the Town Web site. 20. ADJOURNMENT On a motion by Vice Mayor Steinberg, seconded by Council Member Bagdasarian, the meeting was adjourned at 8:07 p.m. __________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: _______________________ Clerk of Council 2024_tcmin0319 105 Item d. 1|March 19, 2024 March 19, 2024 – Leesburg Town Council Meeting (Note: This is a transcript prepared by a Town contractor based on the video of the meeting. It may not be entirely accurate. For greater accuracy, we encourage you to review the video of the meeting that is on the Town’s Web site – www.leesburgva.gov or refer to the approved Council meeting minutes. Council meeting videos are retained for three calendar years after a meeting per Library of Virginia Records Retention guidelines.) Mayor Kelly Burk: I would like to call to order tonight's, March 19th Town Council meeting. If anyone in the room needs hearing assistance, please see the Clerk. Council Member Cummings will be giving the invocation, followed by the salute to the flag by Council Member Nacy. Council Member Cummings. Council Member Zach Cummings: Thank you. If we all could just take a moment of reflection for those affected by hunger, loneliness, financial struggles, and those lacking enough resources to provide the necessities of life, and of course, those affected by war and violence. Just take a moment of reflection. Thank you. Mayor Burk: Rise for the Pledge of Allegiance. Let the record reflect that all members of Council are here tonight. We have no minutes for adoption tonight. We do have adopting the meeting agenda. Do I have a motion? Vice Mayor Neil Steinberg: So moved. Mayor Burk: Vice Mayor Steinberg and Council Member Nacy. Is there any amendments or deletions? All right. All in favor indicate by saying aye. Members: Aye. Mayor Burk: Opposed? The passes 7-0. We have a number of proclamations tonight. The first one is International Dark Skies. I will read the proclamation into the record if I can find it. There it is, and then I'll ask for a motion. Declaring April 2nd to the 8th, 2024 International Dark Sky Week in the Town of Leesburg. Whereas the aesthetic beauty and the wonder of natural nightlight is a shared heritage of all humankind and the experience of standing beneath the starry night sky inspires feelings of wonder and awe, encouraging a growing interest in science and nature, especially among young people. Whereas the greatest number of dark sky parks east of the Mississippi are located in Virginia and Virginia's National, State and local parks, including Sky Meadow State Park, located just 40 minutes southwest of Leesburg, offers nighttime viewing opportunities, astronomy programs in our home to dozens of species who rely on undisturbed night environments to thrive. Whereas 80% of the world's population, including many people in Northern Virginia, live under a dome of light pollution, excessive artificial lighting at night that disrupts natural darkness and must travel to rural areas to experience the visual wonder of the dark sky. Whereas light pollution, which is often avoidable by implementing best practices, can have an economic, public health and environmental consequence to communities. Whereas light pollution represents a waste of natural resources, amounting to roughly $3 billion per year of wasted energy in the United States and contributes to diminished energy security. Whereas Dark Sky International is the globally recognized authority on light pollution and has created International Dark Sky Week to raise awareness of light pollution and to provide free education, resources, and solutions to the public to encourage the protection of, and the enjoyment of dark skies and responsible outdoor lighting with the help of Virginia residents coordinating Dark Virginia Sky. Therefore, proclaimed that the Mayor and the Council of the Town of Leesburg in Virginia do hereby declare April 2 to 8 2024 as International Dark Sky Week in Leesburg, and ask each resident to join us not only in observing and pondering upon this important week but also, raising awareness and support for protecting our precious dark skies resources, proclaimed this day. Do I have a motion? Vice Mayor Steinberg: Madam Mayor, I'd like to make a motion, please. I move to approve the proclamation recognizing April 2nd through the 8th, 2024 as International Dark Sky Week be 106 Item d. 2|March 19, 2024 proclaimed at the March 19th, 2024 Town Council Meeting. Mayor Burk: Is there a motion? I mean, is there a second? Sorry. Council Member Nacy. All in favor, indicate by saying aye. Members: Aye. Mayor Burk: All right. Thank you. Are there any nays? No. All right. The next proclamation we have is for Keep Leesburg Beautiful. Again, I will read this and then we will have a motion. Whereas the Town of Leesburg is committed to environmental stewardship and maintaining the Town's aesthetic appearance of road quarters in public places. Whereas many volunteers come forth each April to collect trash from streets, storm, areas, and common areas through the Town. Whereas it's very important to educate the public that whatever goes into the storm drains ends up in the Chesapeake Bay, thus extending the positive impact of cleanup activities far beyond the Town. Whereas the Town appreciates the fine work of Town staff and the Leesburg Environmental Council to keep towns, roadways, right of ways, parks clean and attractive year round. Therefore, proclaimed, the Mayor and Leesburg Town Council hereby proclaim April 2024 as Keep Leesburg Beautiful Month and encourage all residents, businesses, youth groups, churches, and service organizations to participate in Keep Leesburg Beautiful by organizing a cleanup and beautification activities. Proclaimed this 19th day. Is there a motion for this one? Council Member Cummings: Madam Mayor, I move to approve the proclamation for Keep Leesburg Beautiful be proclaimed at the March 19th, 2024 Town Council Meeting. Mayor Burk: All right, is there a second? Council Member Todd Cimino-Johnson: Second. Mayor Burk: Seconded by Council Member Cimino-Johnson. All in favor, indicate by saying aye. Members: Aye. Mayor Burk: Opposed? That passes 7-0. We have a motion recognizing-- Let me make sure, I apologize if I mess this up, but Victor Bendezu, and this is whereas the Town of Leesburg recognizes Victor Bendezu for his heroic actions on February 16th, 2024 when he responded to a home explosion with his fellow fighters of the Leesburg Volunteer Fire Company Station 20, Engine 620. Whereas Victor Bendezu serves the Town of Leesburg as a full-time police officer, with the Leesburg Police Department and has done so since January 9th, 2023. Whereas he continues to give back to the community by volunteering with the Leesburg Volunteer Fire Company, where he has served since 2020 as a firefighter and an EMT. Whereas he and Engine 620 were assigned as a rapid response unit on the evening of February 16th, and were advised that eight firefighters were believed to still be trapped inside the home following an explosion. Where upon arrival to the home, he rushed to a firefighter who appeared disoriented and was standing on what was formally the porch of the home. He moved the firefighter's gear and took him to the medic unit to render aid. Whereas Victor Bendezu continues to give back to the community by keeping our residents, businesses, and visitors safe as a member of a patrol for the Leesburg Police Department. Therefore, proclaimed, that the Mayor and the Council of the Town of Leesburg in Virginia do hereby recognize Victor Bendezu for his service and significant contributions to wellbeing and the safety of the residents of Leesburg and Loudoun County. Proclaimed this 19th day. Do I have a motion for this? Council Member Cimino-Johnson: Madam Mayor, I'd like to make a motion. Mayor Burk: Yes. Council Member Cimino-Johnson: I move to approve the proclamation, recognizing Victor Bendezu be proclaimed at the March 19th, 2024 Town Council meeting. 107 Item d. 3|March 19, 2024 Mayor Burk: Do I have a second? Council Member Kari Nacy: Second. Mayor Burk: Council Member Nacy. All right. All in favor, indicate by say aye. Members: Aye. Mayor Burk: Opposed? That passes 7-0. Our final one is-- I've got to get these together here. Okay. Our final one is our proclamation on Heroic Efforts on February 29th, 2024 at the Ida Lee Rec Center. I will read this one and then ask for a motion. Whereas on February 29th, 2024, a patron who was playing basketball at the Ida Lee Park Rec Center collapsed after complaining of chest pains and suffered a heart attack. Whereas three Ida Lee Park Recreation Center staff members and citizens reacted quickly by performing CPR, providing defibrillation with AED, and contacting 911. Whereas staff member Aimee Cox called the 911 for assistance, whereas a staff member Bryce Ober immediately started CPR, whereas staff member Sam Roesler retrieved the automatic external defibrillator and began assisting with CPR. Whereas citizen Howard Belle assisted with CPR and remained with the patron until the paramedics arrived. Whereas the availability of the AED machines at the rec center, the monthly service checks of the equipment, the mandated safety training, and the certifications for Ida Lee staff, and the proactive and swift action of Ms. Cox, Mr. Ober, Mr. Roesler, and Mr. Belle played a huge role ensuring a positive outcome for the patron. Therefore, proclaimed, that the Mayor and the Council of the Town of Leesburg in Virginia is hereby recognizing the Ida Lee Park staff and Howard Belle for their lifesaving efforts of January 29th, 2024. Do I have a motion for that? Council Member Nacy: Madam Mayor, I'd like to make a motion. Mayor Burk: All right. Council Member Nacy: I move to approve the proclamation recognizing Heroic Efforts on February 29th, 2024 at Ida Lee Park Recreation Center be proclaimed at the March 19th, 2024 Town Council Meeting. Mayor Burk: Second? Council Member Ara Bagdasarian: Second. Mayor Burk: Council Member Bagdasarian. He hasn't had one. All in favor, indicate by saying aye. Members: Aye. Mayor Burk: Passed 7-0. Okay. I will be taking these down to present. The first proclamation is for International Dark Sky Week and Paul Sheaffer from the Economic-- No, the Environmental Advisory Commission. Paul, are you still chair? Paul Sheaffer: Yes. Mayor Burk: Okay. Paul, I'm delighted to be able to give this to you today but I know that you have some words you would like to say in regard to it. Paul Sheaffer: Sure. I'd like to encourage everybody to put their lights on motion detectors and encourage everybody to spend some time and look at the stars. Mayor Burk: Oh. [chuckle] What a good idea. It would be nice if we had that opportunity. Hopefully, it will be a bright uncloudy week that we have this particular item. Paul Sheaffer: I hope so. Yes. 108 Item d. 4|March 19, 2024 Mayor Burk: Okay. Thank you. Don't go away. Paul Sheaffer: Thanks. Mayor Burk: Because your next item is, and of course, I don't have these in order. The next item is for-- Oh, my favorite. Keep Leesburg Beautiful. Keep Leesburg Beautiful was started-- Oh, my gosh. It must be 10 years ago. No, it's longer than that. It was about 2005 or 2006 that Susan Horne, who was on the Council, came to me and asked if I would work with her to start a Keep Leesburg Beautiful. Because there's a Keep Loudoun Beautiful but there's no Keep Leesburg Beautiful. We started that all those many years ago and we-- It has grown into not only a day but a-- Went from a day, to a week to a month of people--the opportunity to pick up trash. And different groups get together and do it. Individuals get together and do it. It is a hugely popular and effective way to pick up trash. We all can see it right now and it drives-- I know it drives me crazy when I'm walking around and I was just walking along the creek the other day and it's all full of stuff and I'm thinking that's where I'm going to go on that. What is it, April 6th? Paul Sheaffer: April 6th. Mayor Burk: It's the kickoff for it. I'm going to let you talk about the rest of it. Paul Sheaffer: I'd like to encourage everybody to come to Raflo Park on April 6th between 9:00 and 11:00 in the morning. We're kicking off the monthly event with a formal kickoff. Actually giving out trash grabbers to the first 50 people that come there. I would-- Mayor Burk: We got trash grabber? Paul Sheaffer: Yes. Mayor Burk: Oh my gosh. Great. Paul Sheaffer: I'd really like you to come out there if you can. Mayor Burk: Where are they--? Where is it again? Paul Sheaffer: It's in Raflo Park. Mayor Burk: Raflo Park. It's what time again? Paul Sheaffer: Between 9:00 and 11:00 on April 6th. Mayor Burk: What will you give them besides the grabber? Paul Sheaffer: You also get a vest. You get a-- Mayor Burk: Oh, a very, very sexy vest. [laughter] Mayor Burk: The yellow one. Paul Sheaffer: A bag and some gloves. Mayor Burk: Then you leave. What do they do with the trash? Paul Sheaffer: You can put the trash on any street corner and just let us know where it is. Mayor Burk: They will come and pick it up, so you don't have to take it anywhere. Just put it on the corner and the Town will come and pick it up. 109 Item d. 5|March 19, 2024 Paul Sheaffer: Okay. Mayor Burk: Thank you very much, Paul. Paul Sheaffer: Thank you. Mayor Burk: Again, this is from the Environmental Advisory Council. Thank you. [applause] Mayor Burk: Is Victor here? Oh, there you are. How many times did we mess up your name? Victor Bendezu: A few. [laughter] Victor Bendezu: Nobody gets it right. Mayor Burk: How do you say your name? Victor Bendezu: Bendezu. Mayor Burk: Bendezu. You told me wrong. [laughs] We want to recognize you. There's lots of people that do things for the community. I can't imagine the amount of time and effort that you put into reaching out to your community. You not only are an Officer here in Leesburg that we're very proud of but you also serve as a volunteer with Fire and Rescue. You also are an EMT? Victor Bendezu: Yes. Mayor Burk: You were involved in the fire out in Sterling where we lost a firefighter. The bravery that all those men and women showed was truly inspiring. I was fortunate to be invited to attend the funeral of the gentleman that we lost. What a moving experience that was and how devastated all of the officers were, all of the police that were there, and all of the firefighters, and all of the EMT. I want to thank you. The Council wanted to personally thank you for all your effort to make Leesburg and Loudoun County such a great place to be. It's people like you that really make a difference, so we really appreciate you. Victor Bendezu: Thank you. Mayor Burk: Thank you. Victor Bendezu: Thank you. [applause] Mayor Burk: Would you like to say a few words? Victor Bendezu: No. Mayor Burk: Are you sure? Victor Bendezu: I'm good. I'm shy. [chuckles] Mayor Burk: I think she'd like to take a picture. All right. The next example that we have today is also heroic actions. As I read, we had a situation where someone was in dire need of help, and it was our staff. I would ask if Aimee Cox, Bryce Ober, Sam Roesler, and Howard Belle, would you all mind coming up? Sam, am I saying your last name wrong? Sam Roesler: Roesler. 110 Item d. 6|March 19, 2024 Mayor Burk: Roesler. That was close. Sam Roesler: Yes, you got it. Mayor Burk: And Howard. Howard Belle: Which side? This side? Mayor Burk: Yes, it's fine. Oh, Greg is here? Where is Greg? Greg, would you like to come up and join us? Would you like to get the proclamations out? What you guys did, you may not think much of, but most certainly for you, it was. Would you like to say a few words? Gregorio Membreno: Sure. I'd like to say thank you for each and one of these people that helped in dire need of myself. God placed your hands to move in action, and I really appreciate it. You guys did a big thing. You may think it's nothing, but it's really-- you guys are doing a good thing. Keep on doing what you're doing and it's just-- Yes. Mayor Burk: You look like you're doing well. [laughs] That's great. [applause] Mayor Burk: Because of your training and your fast action, you knew what to do and you were willing to do it. We're very grateful and very proud of you for that. Thank you for stepping in and participating. It was really very brave of all of you and we're very proud that you were there and that you stepped up and helped a fellow person that was in need. Would you like to say a few words? Howard Belle: No, I'm good. Mayor Burk: You're sure? Ladies, would you like to say a few words? [laughter] Mayor Burk: Well, I will say from the Council to all of you, thank you very much. We truly appreciate it and I'm very proud of your actions and the fact that you saved a life. We're glad you're here. [chuckles] Here and here. Please let me give you the proclamations, a copy of the proclamations so that you can put them on your wall, show people, brag. You have every right. [chuckles] Thank you all very much. Thank you. [applause] Mayor Burk: Oh, can we get a picture? Could we all move in? How do you want to do this? Is that better? You got it? Thank you. Thank you all. I would shake hands with you, but I can't. [laughs] Thank you all. Kara just told me that Dr. Morgan is here. There he is, over there. I would like to just have an opportunity before you leave, Dr. Morgan was the ER doctor in charge that night. Did I get that title right? John Morgan: Almost. I'm a Medical Director for the Fire Rescue Department. All of our team showed up after these good folks did their excellent work at Ida Lee and continued the efforts to help bring the individual to the hospital. Without the quick actions, the calm call to 911, the use of CPR and AED skills, the outcome would've certainly been different. I just wanted to, again, pay tribute to community CPR, and quick recognition of an emergency, and activation of 911, which was key. Mayor Burk: Thank you. We truly appreciate the fact that you called us and let us know that you were so impressed by the actions of these individuals and that you as a doctor could see that it made a difference. Thank you very much for taking the time to do that and for being here tonight. John Morgan: My pleasure. Mayor Burk: Thank you, Dr. Morgan. 111 Item d. 7|March 19, 2024 [applause] Mayor Burk: Okay. All right. We are so lucky tonight we have a special guest with us. We have Vice Mayor-- no, I'm only kidding. We have former Vice Mayor and Delegate Martinez here with us. He's going to talk to us about his first session as Delegate representing Leesburg. Delegate Fernando Martinez: Thank you, Mayor Burk. Thank you, Council. I appreciate the opportunity to give you an idea of what I have been doing since I've been elected as Delegate. The bills that I introduced a total of 21 bills that included topics following Democrat priorities individual and locality rights, which I happen to come from a locality. I really believe in doing that. Working with that education, the economy, public safety, and infrastructure. I also introduced 50 commending resolutions to recognize and celebrate the people of House District 29. On the individual rights. Now, I would love to say that all these bills passed but they didn't, some of them didn't make it past committees. The point is that I went through the effort of putting these bills forward. A lot of these bills, they didn't pass, I’m bringing them back next year so that maybe we'll get it passed then. House Bill 192, which protects tenants' rights prohibiting predatory landlord practices. House Bill 194, which expands the parental rights of members of the Space Force. A lot of you may not realize it, but we have another armed forces, and it's called Space Force. When it was first created, there were 16,000 people in the Space Force. What this does is, it includes them in some language in certain bills. House Bill 370, mandates anti-harassment and anti- discrimination training in companies with over 50 employees. We're finding that the Federal government does a good job of providing harassment training, but not locally, not private business. A lot of them do it when they feel it's appropriate. One of the things I wanted to stress is that when I'm talking to these companies I'm saying, what this does when you provide harassment training, you're protecting yourself from lawsuits, and so forth, because you provided that training and so your liability is lessened. House Bill 371, which mandates informed consent to patients who may have procedures observed by students or trainees. What I found out was that if you go in for a procedure, and you're put under anesthesia, that there may be students or other people coming in and watching the procedure, and you don't find out about it till after you woke up. There are some people who find that invasive. This bill was just to allow patients to know that their doctor, if there's any training procedures going on while they're under, that he has to inform them before they put them under anesthesia. House Bill 1354, it's funny how it got passed. House Bill 1354 prohibits declawing, except in emergency instances. This was a bill that Wendy Gooditis put forward, Delegate Gooditis put forward last year that didn't pass. What ended up happening is because I believed that declawing is totally inhumane, I decided to put it forward this time, and it's actually now on the Governor's desk waiting to be signed. Locality rights, and I think the Town of Leesburg appreciate this one, because this one is also on the Governor's desk to be signed. House Bill 4, which redirects revenue generated by the plastic bag tax to towns where the revenue originated. I think, correct me if I'm wrong, Kaj, that would add another $48,000, about that, somewhere. We're keeping our fingers crossed. One of the good things about getting that revenue is you can then move it and do more for our environmental policies here in the Town. The environmental policies. Mayor Burk: Is Paul Sheaffer still here? Yes. Delegate Martinez: Yes. That's a good one. Education. House Bill 211 creates an audit process for educational programs to ensure teacher preparedness. Essentially, what that was, there is a criteria that colleges have to prepare or have to have for students who want to be teachers. The audit wasn't due until five, six, seven years from now, and this was going to have them do it immediately. Unfortunately, this didn't get by. There were a lot of schools that didn't want to have to do that extra audit. That one. Not that it didn't get passed, there's this thing about carrying it over to 2025, or tabling it indefinitely. I'm learning a lot about tabling and carrying it over. House Bill 369 works to combat sexual 112 Item d. 8|March 19, 2024 misconduct on college campuses and enforce accountabilities for institutions and perpetrators. Now, this was the bill that was probably the most I really wanted to pass. It got carried over. Essentially, what it does, right now, our colleges aren't required to provide resources to students who have sexually assaulted outside the campus. This was to enforce that, but not only that, they don't count in the number of sexual assaults on a college campus. Those are not part of the accountability. This bill was going to make the colleges accountable, provide resources to students who are sexually assaulted outside the campus. Unfortunately, it got carried over, but this is one bill I'm going to be working on this summer to make sure that when I bring it back, that not only am I better prepared, not that I wasn't prepared this time, but I'll have a lot more ammunition to make sure that we can get this thing through because I look at it with my five sisters, three daughters, three granddaughters, and a great-granddaughter, I really wanted this to protect them. Anyway, that was the most emotional bill, especially when I had to explain it to the stakeholders. On public safety, on Bill 295, prohibits a parent with custody of a minor a protective order against the child. This is a pretty complex. When we finally got the bill written, there was a lot of information in there and a lot of sections. I'll just leave it that this is another one that got tabled, but it's something that I want to bring back next year. House Bill 364 allows localities, the authority to decide to require fire sprinklers in townhomes. This is another one I really wanted to pass. Essentially, what it does is it allows you, the Town Council, to decide if sprinklers are going to be put in new townhomes. What I used in my description of this, my son bought a townhome with a sprinkler system in it. The sprinkler systems are local in nature. His dryer caught fire. The sprinkler head over the dryer is the one that went off, not the whole townhome, but that saved him, his wife, and two dogs. I feel that there is a need to put these in new townhomes for the protection of our citizens. I think saving the life is a lot more important than worrying about the cost. The big thing was the cost. Actually, I had a lot of good information, and Keith Johnson, our career Firefighter Chief here, was there to support me on that. Infrastructure. House Bill 5. Again, this originated in the Town and it creates a parking authority in Leesburg to allow the Town to create more parking and enter into long-term development agreements. That is also on the Governor's desk. Lastly, a list of committee resolutions including one of our officers that are retiring. These, I won't get till probably April 17th, but I'm hoping with the cooperation of the Council and other organizations that I can present these to them at the appropriate times. That is essentially what I've done. There are times we were in session from 7:00 in committee meetings all the way to 6:00, 7:00 in the House session meetings. I really enjoyed it. One of the comments, questions I was asked was, what's the biggest difference between Council and being a Delegate? In Council, I only was one of seven. Down there, I'm one of 140. A whole different set of personalities and things. A lot of minefields you had to navigate. I will tell you that I truly enjoyed it. I'm looking forward to the next session. Unfortunately, this session, we started in November, and you really need to start all your legislation beforehand. I'm looking forward to meeting with the Town Council and their legislative priorities, hopefully, early summer, and so we can get going on it, and I can craft legislation again to benefit our Town. Thank you all for listening to me. I don't know, have you ever had on Council a Delegate come by and give you an update? Mayor Burk: Occasionally, but yours is the best. Delegate Martinez: Well, I plan to do this on a regular basis. Mayor Burk: We will be delighted to have you do so, and we're very proud of the two things you brought forward for Leesburg passed. We're very excited to be able to participate. Thank you very much for all your effort. Delegate Martinez: Thank you all. I really appreciate it. I know I'm out of time. Mayor Burk: Yes, you are. I know. 113 Item d. 9|March 19, 2024 Delegate Martinez: I can see I'm out of time. I heard the buzzer, but I'm taking points of privilege. Mayor Burk: You're done. [chuckles] Delegate Martinez: No, I just want to say that all the staff that's still here that I've seen, I am so happy I'm here to be able to see them. Alexandra Gressitt, who is also retiring. I just want to say that I really appreciate the opportunity to reconnect with some of y'all. Thank you. Mayor Burk: All right. Great. Thank you very much, Delegate Martinez. That was our only presentation for tonight. Are there any regional commission reports? None at this point. Petitioners are-- Sorry, I need to read something. One of the first orders of business is to hear from the public, and all members of the public are welcome to address the Council on any item, matter, or issue. Please identify yourself, and if comfortable doing so, give your address for the taped record. Any public speaker will be requested to state their name and spell it for the purpose of closed captioning. In the interest of fairness, we ask you to observe the three-minute time limit. The green light on the timer will turn yellow when you have one minute remaining. At that time, we would appreciate your summing up and yielding the floor when the bell indicates your time has expired. Under the rules of order adopted by this Council, the time limit applies to all. We did not have anybody sign up for our petitioner section. Is there anybody in the audience that didn't sign up that would like to speak at this point? Seeing nobody. Then I will close the petitioner section. That takes us to the approval of the consent agenda. We have a couple of items. 12A is the Purchase of Replacement Sanitary Sewer Camera Truck for Department of Utilities. B is the Appropriation of Internet Crimes Against Children Task Force Funds. C is Town Utility Customer Assistance Program. Do I have a motion to accept those for the consent agenda? Vice Mayor? Seconded Council Member Nacy. All in favor, indicate by saying aye. Members: Aye. Mayor Burk: Opposed? That passes 7-0. That takes us to our public hearings. Now, we have a public hearing on the tax rate, and then it goes to the Code section dealing with financial staffing. I was going to ask Council if we could just put together the public hearing 13A, go to Resolution 14A, 14B, and then return to 13B. Does anybody have any problem if we do that? All right. Seeing none. We have a public hearing for number one. Public hearing is up here. I call to order this March 19th Public Hearing of Leesburg Town Council. Unless there's an objection, I will dispense with the reading of the advertisement. If you wish to speak, we ask that you either sign up on the sheet in the hallway outside of the Council Chambers. If you did not get the opportunity to sign up, we will give you an opportunity to speak. In the interest of fairness, we also ask that you observe the five-minute time limit. The green light in front of you will turn yellow at the end of four minutes, indicating that you have one minute remaining. At that time, we would appreciate your summing up and yielding the floor when the bell indicates your time has expired. Under the rules of orders adopted by this Council, the five-minute time limit applies to all citizens. However, rather than have numerous citizens present remarks on behalf of the group, the Council will allow a spokesperson for the group a few extra minutes. In that instance, we would ask speakers when they sign up to indicate their status as spokesperson. Our procedure will be, first, there is a brief presentation by staff about the item before us. Second, the members of the public that will have signed up to speak will be called and given five minutes to make their comments. The public hearing item on the agenda tonight is 2024 Tax Rate and Fee Ordinances Adoption. Hello. Tamara Keesecker: Good evening, Madam Mayor, Members of Council, members of the public. I am Tamara Keesecker, T-A-M-A-R-A K-E-E-S-E-C-K-E-R. Mayor Burk: Thank you Tamara Keesecker: I'm the Deputy Management and Budget Officer for the Department of Finance and Administrative Services. As the Mayor noted, I am here to open up the public hearing for the Tax 114 Item d. 10|March 19, 2024 Year 2024 Rate Setting. As you know, the FY 2025 fiscal year budget, the proposed budget maintains a real property tax rate of 17.74 cents per $100 of assessed value. In comparison, the overall equalized rate is 16.95 cents. If the equalized rate were to be used, it would require expenditure reductions of approximately $908,000. For reference, each penny of the real estate tax rate is valued at $1.1 million in revenue for fiscal year 2025. Turning to the taxable real estate portfolio, the tax year 2024 assessed value for the portfolio is $11.4 billion. Of that, residential comprises about 77% at $8.8 billion. Commercial comprises the other 23% at $2.6 billion. Within the residential component, existing residential parcels appreciated 4.1%. New residential parcels added about another percent, and total residential property has appreciated 5%. On the commercial side, existing commercial properties appreciated 6.5%, with new commercial parcels adding about a half a percentage for total commercial growth of 7.1%. Again, the tax year 2024 assessed value for real property is $11.4 billion. That represents overall growth of 5.5%. This slide shows the tax year 2023 and tax year 2024 average assessments and the average tax bills for residential units. You'll see that at the proposed 17.74 cent tax rate, the average residential tax bill is expected to increase $42, or $3.50. You'll also see that that varies by class type. Condominiums, it's a little bit lower at $29, and single family detached is at $49. Of course, the actual increase will vary based on the individual assessments. Where do the tax dollars go? For each dollar, 74 cents goes to those direct services that the community expects. It goes to Police, Public Works, Capital Projects, Parks and Recreation, and the Balch Library. The remaining 26 cents covers Finance, IT, and HR, the departments of Economic Development and Community Development, and then the administrative and legal components of the Town government. That, Madam Mayor, concludes my presentation. We are here to answer any questions. Mayor Burk: Thank you very much. Are there questions at this point? Yes, Mr. Wilt. Council Member Patrick Wilt: Just a quick process. The five BIPs from the meeting last night, where did that go, the 17.79. We're recommending 17.74? Kaj Dentler: Staff's going to correct me if I get off base. I believe the delta between the proposed 17.74 and 17.79 is $58,000. Council, whatever motion you make tonight, we will address that. If Council wants to approve that amount, then that would be the rate. If you want to make a reduction to bring it back to 17.74, you can do that and I can address how to do that. I'm sorry if I didn't hear your question. It's a little hard to hear you on this side sometimes, so if I answered the wrong question, please let me know. Council Member Wilt: Got it. Thank you. Mayor Burk: Mr. Wilt, we can vote on the 17 cents and-- Kaj Dentler: The proposed rate is 17.74. Mayor Burk: 17.74. Kaj Dentler: Last night, you landed at 17.94, but you'll need to make a motion in a second and have a super majority decide what your rate is. Mayor Burk: You can keep it at where we are now. You can do the additions that we had. Mr. Dentler has some ideas on how we could make up that $60,000. It depends on what the super majority want on Council. Okay. Any other question? Is there a motion? Eileen Boeing: Speakers. Mayor Burk: Oh, speakers. There are none. [chuckles] Nobody signed up to speak. Is there anybody in the audience that didn't sign up that would like to speak at this point. I almost thought you were 115 Item d. 11|March 19, 2024 raising your hand. I was getting excited. [chuckles] Then I will close this section of the resolution and we will have a motion. Does anybody want to make a motion on this? [pause] Vice Mayor Steinberg: Yes, Madam Mayor. I move to approve the proposed ordinance setting the real taxable property rate and the tax rate for certain personal property for tax year 2024 amending Appendix B – Fee Schedule. Mayor Burk: This is a little obtuse to understand. Council Member Nacy: Yes. Mayor Burk: We're-- Council Member Nacy: Yes, I'm confused. [chuckling] Mayor Burk: We are not setting the rate. With this motion, it doesn't set the rate. Do we need to include that in the motion? Chris Spera: You should specify what the rate is. I believe the proposed ordinance, Cole, you'll correct me, is the 17.74. Cole Fazenbaker: 17.79. [crosstalk]- Chris Spera: Okay. We amended it after the discussion last night. That's where you had left it with the instruction to Council, so the the proposed ordinance is at that number? Cole Fazenbaker: Yes. Mayor Burk: Okay. Chris Spera: With the additions and deletions from last night. Vice Mayor Steinberg: I would move that the proposed rate is set at 17.79. Mayor Burk: Second? Council Member Bagdasarian: Second. Mayor Burk: All right. Is there any discussion on this? Ms. Nacy? Council Member Nacy: Yes. I would not be able to support it as it currently stands, but if there were to be a friendly amendment to put it back to 17.74, which is holding the rate where it has been for the last several years to lessen the impact on our residents, I would like to propose that. Mayor Burk: Okay. Before you respond, would you, Mr. Town Manager, explain how would we make up that difference? Kaj Dentler: Sure. The delta, again, is $58,000. Correct? We have a vehicle that was planned in the FY25 budget for the Construction Manager, that's basically estimated at $60,000. We would just withdraw that from FY25 and try to buy it in the last quarter, which we're coming up on in this year to make that happen. Mayor Burk: Where would those funds come from? Kaj Dentler: Will come from existing fundings that we already have in FY24 General Fund. The 116 Item d. 12|March 19, 2024 dollars that you've already appropriated, we will wait until the fourth quarter to look at where we stand, but we feel that we'll be able to acquire that vehicle in this year's funding, thus we can take it off the FY25 proposed and then that allows the rate to be dropped to 17.74. Vice Mayor Steinberg: I am comfortable with that. Mayor Buck: Okay. You accept Ms. Nacy's-- Vice Mayor Steinberg: I accept the friendly amendment. Yes. Council Member Nacy: I accept. Yes. Mayor Burk: We are approving the real estate tax property rate and the tax rate for certain personal property at a rate of 17.74. All right. Any other comments? Council Member Nacy: It holds it where it has been? Vice Mayor Steinberg: Yes. Council Member Nacy: Okay. Mayor Burk: Ms., Eileen, does this require a roll call? Eileen Boeing: Yes. This [inaudible] Mayor Burk: Being that there's no more comments, Mr. Wilt, are you a yay or a nay? Council Member Wilt: Yay. Mayor Burk: Mr. Bagdasarian? Council Member Bagdasarian: Yay. Mayor Burk: Ms. Nacy? Council Member Nacy: Yay. Mayor Burk: Vice Mayor Steinberg? Vice Mayor Steinberg: Yay. Mayor Burk: Mr. Cummings? Council Member Cummings: No. Mayor Burk: Dr. Cimino-Johnson? Council Member Cimino-Johnson: Yes. Mayor Burk: Mayor Burk is yes. That passes at 17.74 [inaudible] The rate? Chris Spera: 17.74. Mayor Burk: 17.74. Is that it? Chris Spera: Yes, 17.74. Mayor Burk: Oh. [laughs] No, .74 [laughs]. 17.74. 117 Item d. 13|March 19, 2024 Council Member Nacy: I'll take 17.00. Mayor Burk: Yes, yes, yes. [laugher] Mayor Burk: Okay. Okay [laughs] I'm sure our residents would. Then that takes us to the resolution for the Fiscal Year 2025 Budget Adoption. Kaj Dentler: Hey, Mayor, can we just verify Mr. Wilt as a yay or a nay? Mayor Burk: Yes. He was a yay. Kaj Dentler: I think you were a yay? Council Member Wilt: Yay Mayor Burk: Yes Kaj Dentler: Nay? Council Member Wilt: Yay. Mayor Burk: Yes. Kaj Dentler: We were having a hard time on this end, so just wanted to make sure. Mayor Burk: All right. Fiscal Year 2025 Budget Adoption. Do we have any [inaudible] Kaj Dentler: There's no further presentation. Let me just ask Cole, do you need to clarify anything? Cole Fazenbaker: Yes. The bottom line general fund amount will change slightly since we took the truck out. We can do that math if you need to say [crosstalk] Kaj Dentler: For item 14B. On 14A there's no changes. Cole Fazenbaker: No change. Kaj Dentler: No changes for 14A. The capital improvement program. 14B, the budget is as proposed is minus the $58,000 to offset the tax rate. Mayor Burk: 14A is the Fiscal Year 2025 to 2030 Capital Improvement Program. Do you need a motion on that? Kaj Dentler: Yes. Mayor Burk: Do I have a motion for that resolution 14A? [background conversation] Vice Mayor Steinberg: Adopting the Capital Improvements Program? Mayor Burk: Yes. Vice Mayor Steinberg: Motion. I move to Approve the proposed resolution adopting the fiscal year 2025 through 2030 Capital Improvements program in the amount of $308,568,036. Mayor Burk: Is there a second? 118 Item d. 14|March 19, 2024 Council Member Cimino-Johnson: Second. Mayor Burk: Seconded by [inaudible] Any comments? All in favor indicate by saying, "Aye." Members: Aye Mayor Burk: Opposed? Council Member Cummings: No. Mayor Burk: [inaudible] Next item is Fiscal Year 2025 Budget Adoption. I'll make a motion on this one and [inaudible] adopt the proposed ordinance as amended Adopting the Budget for Fiscal Year 2025, Making Appropriations for Fiscal Year 2025 to the General Fund, Utility Fund and Capital Project Fund. Authorizing Amendments to the Budget and Supplemental Appropriations by Council resolution, Amending and Reaffirming the Fiscal Policy and Authorizing and Directing the Town Manager to Take All Steps Necessary and Prudent to Effectuate the of the Ordinance. Is there a second? Council Member Cimino-Johnson: I'll second. Mayor Burk: [inaudible] Any comments. Yes, sir. Council Member Cummings: Thank you. I just want to say I do appreciate staff's effort. I do appreciate it. Unfortunately, I won't be able to vote for the budget tonight with 3% inflation, 4.1% utility rate increases in the next fiscal year, a 5% average increase in property taxes, meaning our residents will be paying more in property taxes and an unknown stormwater management tax, I just can't vote without giving some money back to the residents. I've heard it a lot from folks, it's not politics for me. It's about people. It's about the teacher at Catoctin Elementary School that talked to me recently about their 4% raise going to their increased utility rates. About the young family that I worked with to find a home here in Leesburg that's battling inflation on their food, on their gas and on their childcare. It's about the grandparents I spoke to this weekend that live over in Country Club and they want to stay in Leesburg because this is where their grandkids live. With a 5% increase this year after seven and higher the years prior in their property assessments and higher taxes, they don't know what they're going to do, so unfortunately without putting any money back into our resident's pockets I can support this budget but I really do appreciate staff's effort. I know it's a lean budget and I hope next year we can do a little bit more for our residents. Mayor Burk: [Inaudible] did you have something you want to say? No. All right. All in favor indicate by saying, "Aye" Members: Aye. Mayor Burk: Opposed. Council Member Cummings: No. Council Member Wilt: Nay. Mayor Burk: That is 5-0. Not 5-0. 5-2. Sorry. Now we need to go back to-- which one did I skip? Chris Spera: 13B. Mayor Burk: 13B. Amending the Town Code 2-156, 2-157 and Related Sections to Provide the Town Manager with Flexibility and Financial Staffing. Eileen Boeing: You need to open the public hearing. 119 Item d. 15|March 19, 2024 Mayor Burk: Oh, I'm sorry. Chris Spera: We're back to a public hearing. Yes, ma'am. Mayor Burk: All right. I call to order this March 19th public hearing of the Leesburg Council. Unless there's an objection, I'll dispense with the reading of the advertisement. If you wish to speak, we asked that you either sign up on the sheet in the hallway outside of Council Chambers, but if you did not get the opportunity to sign up, we will give you the opportunity to speak. In the interest of fairness. We also ask that you observe the five-minute time limit. The green light in front of you will turn yellow at the end of four minutes, indicating that you have one minute remaining. At that time, we would appreciate your summing up and yielding the floor when the bell indicates your time has expired. Under the rules and orders adopted by this Council, the five-minute time limit applies to all citizen. However, rather than have numerous citizens present remarks on behalf of the group, the Council will allow a spokesperson for the group a few extra minutes. In that instance, we would ask speakers when they sign up to indicate their status as spokesperson. Our procedure for the public hearing is this, first, there is a brief presentation by staff about the item before us. Second, the members of the public that will have signed up to speak will be called and given five minutes. The public hearing on this item tonight [inaudible] 2-516, 2-517 and Related Sections to Provide the Town Manager with Flexibility and Financial Staffing. Chris Spera: Madam Mayor and Members of Council, what we have this evening is an amendment to the Town Code. The way our Town Code is currently structured is that there is a Code section that defines the Director of Finance Administrative Services. We want to change that title. You have to have, pursuant to the Town Charter, a Finance Director so you have to name an individual there, but what we wanted to do after consultation with the Town Manager to give him some flexibility as to how he designates among his staff who serves the role of the Finance Director and to give him some flexibility and the ability to do that, we've had to make these proposed changes. What we do is we still have a Finance Director because that's required by the Town Charter. We're going to change the name of the Department of Finance and Administrative Services to just the Department of Finance. Then what we've done here in 2-157 is to allow the Town Manager to designate who the Director of Finance is. I believe what Mr. Dentler would like to do is have a Deputy Town Manager for Finance and Administrative Services and then designate that person to fulfill the statutory role of Finance Director. It doesn't really change so much the job, but it allows the title to be a little bit different in the way that our Town Code was currently structured, we didn't have the ability to do that. I don't know that these are substantive changes, but instead of having Mr. Case who's the Director of Finance and Administrative Services, our incoming person fulfilling those roles would be a Deputy Town Manager for Finance and Administrative Services. Again, that gives Mr. Dentler the flexibility based upon the skill that we can find out in the market when we have to replace folks or whether he wants to add or subtract the duties that a particular individual has. This gives him that flexibility. It is a verbiage change necessitated by Mr. Dentler's request for that flexibility. It really does not substantively change anything that we're doing from a professional and responsibility perspective. Again, I apologize for the length of the ordinance but because we're changing the title, we have to go through all these other Code sections and make those amendments as well. The substantive changes are here 2-157. Then all these others are just because we are making a title change to the department, we've now got to make the changes in these chapters to match. Those are non- substantive. Again, the rationale to give Mr. Dentler the flexibility and ensure the ability to move with the market for future staffing and to match skillset sets to responsibilities. I'm happy to answer any questions. Again, this is not a substantive change, but one that we have to do to give Mr. Dentler the flexibility he's requested. Mayor Burk: This is really just a name change? Chris Spera: Essentially, those were a lot of words by me to say that. Yes, ma'am. 120 Item d. 16|March 19, 2024 Mayor Burk: Thank you. See if anybody got any questions on this. No, it's pretty straight forward [inaudible] Do I have a motion? Vice Mayor Steinberg: No. Mayor Burk: No? Okay, I forgot, it's a public hearing again. Chris Spera: It's a public hearing. Mayor Burk: There is nobody who is signed up to speak. Is there anybody [inaudible] Seeing no one, I've closed the public hearing. Now, I will ask, is there a motion? Council Member Cummings: I'll make a motion, Mayor. I move to approve the proposed ordinance Amending the Town Code to Change the Title of the Director of Finance and Administrative Services to the Director of Finance. Vice Mayor Steinberg: Second. Mayor Burk: Seconded by [inaudible]. All in favor indicate by saying, "Aye." Members: Aye. Mayor Burk: Nays? That passes 7-0. Chris Spera: Thank you. Mayor Burk: [inaudible] [indistinct speech] Kaj Dentler: Madam Mayor. May I ask permission to go out of order for a second? Due to the finding of the topic that we just held, this is Mr. Case's last Council meeting. He retires next Friday and I wanted to acknowledge his service. I didn't want to have to hold him over any longer while we went through our comments. I did want to acknowledge him and I did ask if he would very briefly share the results of the numbers we got our bond sale. Clark Case: Thank you. I'm Clark Case. I'm Director of Finance and Administrative Services at least for another week. We have been very busy in addition to doing budget. We've been trying to issue a number of bond issues. We did a competitive bid to replace the lines of credit that we've been using for the last five years. We did $53 million for a new line of credit for the general fund. We did $35.6 million line of credit for the utilities fund. We received five bidders. JP Morgan was the low bid. We decided to finance at variable rate because we think the rates are going to go down over the next two years. We wanted to have flexibility with additional funding. We expected over the next several years to able to pay them off or reduce them or do whatever we wanted and have flexibility. We felt flexibility is more important than locking down a rate. We were able to finance those at 5.29% variable which is sitting right about where the US Treasury is. In addition to that, today we sold $21,195,000 in general fund bonds for 20 years at 3.53%, $11,000,190 refunding of the 2019 utilities line of credit at 3.81%. New money general fund bonds was $21,195,000 and the refinancing of the line of credit from 2019 was 3.4%. The total $41,938,000 refinancing was done at 3.53% overall. Very, very good results that's actually better than the US Treasury. I do want to mention that we looked at the possibility of refinancing the series 2014 bonds. We had told Council we would not do it if it didn't exceed 3.0%. What the market was willing to give us today was 3.14%. I declined that refinancing because I felt that we can do better by waiting. We do have 2015 bonds that will be refinancable here in November. If we combine the two issues together and go back into the market six months from now I think we will do much better by having waited. I would have no problem recommending to the Council, if you need to wait till this time next year that would 121 Item d. 17|March 19, 2024 be okay too because I do believe rates will come down. I think that the Town can afford to wait until the rates are optimal. With that, that's all I have to say about the financing. I do want to thank all of you for the opportunity to have served in this role. I have thoroughly enjoyed my nine years here. I deeply appreciate my team. I really appreciate having worked with Kaj. This is a very good body. I appreciate working with all of you. It has been a great ride. We've done a lot of refinancings and savings and investing. It's been a great place to work. The staff are terrific. I just wanted to thank you for that opportunity and let everybody know how grateful I am to had the opportunity. Thank you. Mayor Burk: Thank you. We're very honored to have had you here for nine years, Mr. Case. [applause] All right, that brings us to our future meetings and Council meetings and agenda topics. [inaudible] [indistinct speech] Eileen Boeing: Madam Mayor? Mayor Burk: Yes. Eileen Boeing: Could you try and use Mr. Cummings’ microphone? Mayor Burk: May I use your microphone? Is there anybody on this side? Dr. Cimino-Johnson? Council Member Cimino-Johnson: Yes, Madam Mayor. I'd like to bring up two items I'd like on a future work session. The first being clarification around the unassigned fund balance and what the mechanisms are around that, including the policies. Then the second item I'd like to discuss in the future long before the end of the year, but the budget timeline for calendar 2026 or fiscal year 2026. Come up with what that's going to look like for next year. Mayor Burk: Could they not both be together? Council Member Cimino-Johnson: Oh, yes. They could be together, yes. Mayor Burk: Are there four people that would be interested in having the discussion on the clarification of unassigned fund balance and the budget timeline? Council Member Bagdasarian: I think we start next week. Mayor Burk: Not talking. Everybody's fine with that. I have a couple of things and I just lost what it-- Oh there they are. First off, I want to welcome our third ABC store to Leesburg, which opened today. It's on Compass Creek. They did comment that they knew that they were coming into Town and we're very happy to do so. I truly want to thank staff for all of the time, the effort, the frustrations, the excitement of putting together the budget and how difficult it is. We are not a tiny little Town anymore. We try to maintain that small-town feel, but we most certainly we're hitting 50,000 people and we are the largest Town in Virginia. The budget is a major component and it's what provides all the services that we provide. The people and the residents of Leesburg have learned to expect a lot from Town government. We have been trying to deliver, and I think we did. So today with our budget that we just approved, I want to thank the Town Manager and his team for all of the efforts you put in all the questions that we had. Some of us more than others, but most certainly everybody had questions and that was good. It's always good to ask questions and get the information. Really appreciate all the direct answers and everything that came forward. I want to thank the residents. It was pretty quiet, but we did get some comments and some ideas from the residents and I want to thank them. Finally, I want to thank Council for all that you do to make Leesburg this great place that 122 Item d. 18|March 19, 2024 we live, but to do it with dignity and generosity towards each other. We don't always agree, but we always respect each other and take care of each other and make sure that we are addressing each other as the colleagues that we are with respect, dignity, and regard. I want to thank you for that. That doesn't always happen in other locations. That says a lot about all of us up here and I truly want to thank you for that and I'm very proud to call you my colleagues. I would like to add one thing for discussion. I would like to have a discussion on doing a text amendment change to the Mintjens property. That is our last large piece of property. It was zoned a certain way and perhaps it doesn't fit anymore. I think it's time that we look at this property and see if there's changes that we need to make. I was wondering if I would have three other colleagues that would be willing to have that conversation. The Mintjens property is the property behind the Outlet Mall. Four people that would be willing to do that, thank you very much. Mr. Bagdasarian, did you have something you wanted to say? Council Member Bagdasarian: I was asking where it was. Mayor Burk: That's all I have. Mr. Town Manager. Kaj Dentler: Yes, very briefly. I want to first thank you for the approval of the budget and working with us as staff to go through the process, I greatly thank you for approving the COLA for our employees. It means a lot to them. I know it's difficult at times to make that decision when you have to look at the entire Town. I'm very proud of our staff and our budget team. I'm very proud of the staff that you saw here tonight that received recommendations or accommodations, from our Police Department and our Parks and Recreation Department to show the quality employees that we have and the expectations that we have. I'm also very proud of Clark Case as being our Director of Finance and Administrative Services for the last nine years. He's been outstanding in that role, and we certainly will miss him. His replacement, Owen Snyder, will arrive on April 22nd. He's already involved with daily conversations with Mr. Case, preparing versus waiting until day one to show up and find out how we operate. I'm glad to see that. Then the last thing I have really is assuming that the Town Attorney says this is acceptable if I can have a head nod from you that since the Diversity Commission funding request of $4,650 did not pass, they would like to use $800 of their existing funding, so FY24, to buy the translation service for the Web site. They asked if I would raise that for you tonight. I should have done that during the budget. I apologize. Versus sending another e-mail out to you and waiting three weeks, I want to know if you're okay with that. If there are any objections, we'll schedule a discussion. Mayor Burk: Anyone have an objection on that? Then, we can move forward on it. Kaj Dentler: Thank you. Mayor Burk: Is there a motion? Vice Mayor Steinberg: So moved. Mayor Burk: Second? Council Member Bagdasarian: Second. Kaj Dentler: All in favor? Members: Aye. Mayor Burk: Nobody wants to stay? Any no’s? Meeting's over. Thank you. 123 Item d. PROCLAMATION National Child Abuse Prevention Month April 2024 WHEREAS, April is National Child Abuse Prevention Month, calling attention to our moral obligations to protect every child from harm; and WHEREAS, at least one in seven children have experienced child abuse in the last year in the United States; and one in four girls and one in thirteen boys will face sexual abuse before they turn 18; and WHEREAS, the trauma of child abuse and neglect has lasting psychological, emotional, and physical impacts into adulthood; and WHEREAS, effective child abuse prevention is a community effort; it succeeds because of the combined commitments among health care providers, educators, families, child welfare advocates, and other community, cultural, and faith-based organizations; and WHEREAS, Loudoun County Advocacy Center, a program of LAWS Domestic Violence and Sexual Assault Services, calls upon all community members to promote the social and emotional well-being of children and families, protect children from harm, and foster safe, stable, nurturing environments. THEREFORE, PROCLAIMED, that the Mayor and Council of the Town of Leesburg in Virginia recognizes April 2024 as National Child Abuse Prevention Month. PROCLAIMED this 9th day of April 2024. 2023/012022/07 ____________________________________ Kelly Burk, Mayor ____________________________________ Neil Steinberg, Vice Mayor ____________________________________ Ara H. Bagdasarian ____________________________________ Todd Cimino-Johnson ____________________________________ Zach Cummings ____________________________________ Kari Nacy ____________________________________ Patrick Wilt 124 Item a. PROCLAMATION National Sexual Assault Awareness and Prevention Month April 2024 WHEREAS, April is National Sexual Assault Awareness and Prevention Month, calling out that freedom from all forms of violence, including sexual violence, is a basic human right; and WHEREAS, one in four adult women and one in twenty-six adult men have survived a rape or attempted rape; and WHEREAS, crimes of sexual violence occur far too frequently, go unreported and underreported far too often, and leave long lasting impacts; and WHEREAS, during National Sexual Assault and Prevention Month, we recommit ourselves to removing the stigma surrounding sexual violence, expanding support for survivors of sexual violence, and strengthening or response; and WHEREAS, the Town of Leesburg partners with LAWS Domestic Violence and Sexual Assault Services to support all domestic and sexual violence survivors, regardless of age, gender, identity, ability, and any other distinguishing feature, so that all may live free of violence; and WHEREAS, at every level we must work together to provide necessary resources to support sexual assault survivors to reclaim safety, hope for the future, and power over their own bodies. THEREFORE, PROCLAIMED, that the Mayor and Council of the Town of Leesburg in Virginia recognizes April 2024 as Sexual Assault Awareness and Prevention Month. We join advocates and communities across the commonwealth and country in playing an active role to prevent these most intimate forms of violence. PROCLAIMED this 9th day of April 2024. 2023/012022/07 ____________________________________ Kelly Burk, Mayor ____________________________________ Neil Steinberg, Vice Mayor ____________________________________ Ara H. Bagdasarian ____________________________________ Todd Cimino-Johnson ____________________________________ Zach Cummings ____________________________________ Kari Nacy ____________________________________ Patrick Wilt 125 Item b. PROCLAMATION National Public Safety Telecommunicators Week April 14-20, 2024 WHEREAS, when an emergency occurs the prompt response of public safety officers is critical to the protection of life and preservation of property; and WHEREAS, the safety of our community and police officers is dependent upon the quality and accuracy of information obtained by the Dispatch staff in the Leesburg Police Emergency Communications Center; and WHEREAS, each dispatcher has exhibited compassion, understanding, and professionalism during the performance of their job; and WHEREAS, the Public Safety Dispatchers of the Leesburg Police Department have contributed substantially to the apprehension of criminals; and WHEREAS, Public Safety Dispatchers are the first and most critical contact our citizens have with emergency services. THEREFORE, PROCLAIMED, that the Mayor and Council of the Town of Leesburg in Virginia declare April 14-20, 2024 as National Public Safety Telecommunicators Week in honor of the men and women whose diligence and professionalism keep our community safe. PROCLAIMED this 9th day of April 2024. 2023/012022/07 ____________________________________ Kelly Burk, Mayor ____________________________________ Neil Steinberg, Vice Mayor ____________________________________ Ara H. Bagdasarian ____________________________________ Todd Cimino-Johnson ____________________________________ Zach Cummings ____________________________________ Kari Nacy ____________________________________ Patrick Wilt 126 Item c. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Environmental Advisory Commission 2023 Annual Report Staff Contact: Deborah Moran, Sustainability Manager Council Action Requested: None. Staff Recommendation: None. Commission Recommendation: Not applicable. Fiscal Impact: None. Work Plan Impact: None. Town Plan Impact: None. Executive Summary: The Town of Leesburg Environmental Advisory Commission (EAC) has compiled attachment 1: EAC 2023 Annual Report pursuant to Chapter 2 Article V Section 2-195 of the Leesburg Town Code. The EAC’s mission is to promote and protect the environmental interests of the Town. Background: Chapter 2 Article V Section 2-22 of the Leesburg Town Code establishes the Leesburg Environmental Advisory Commission (EAC) to promote and protect the environmental interests of the Town. The EAC reviews town planning and policy documents with an environmental lens. The commissions also host Keep Leesburg Beautiful outreach events, an informational program at the Flower and Garden festival and an annual environmental award program. The commissioners are engaged and excited to further enhance the Town’s environmental interests. Contract Start/End Date: Not applicable. Attachment: EAC 2023 Annual Report 127 Item b. Annual Report 2023 Leesburg Environmental Advisory Commission 128 Item b. About the EAC •The Leesburg Environmental Advisory Commission (EAC) consists of seven Town of Leesburg residents appointed by the Town Council for four-year terms. A Town Council Liaison is also assigned to the Commission. •The EAC: •Acts in an advisory capacity to the Town Council on policies and issues relating to the environment •Works as a liaison and in partnership with other Town commissions and Town staff to promote environmental issues •Raises awareness and community participation through clean-up events, social media posts, the Leesburg Flower & Garden Festival, Keep Leesburg Beautiful, and other outreach activities The EAC meets on the first Tuesday of each month. 2 2023 Leesburg EAC Annual Report 129 Item b. Chair’s Statement 2023 completed the shift to the post-Covid new normal. Many of us now are used to working from home, and activities like schools and indoor entertainment look like they did before the pandemic. People continued to pursue outdoor activities in parks and open spaces in greater numbers. Walking trails and playgrounds are being used by families more than ever. Leesburg's 17 parks, from those along the Potomac to ones right in the historic downtown, provide a place to get some physical activity and enjoy nature. Sustainability has gained new focus. People, businesses, and other organizations are becoming better stewards of the planet. Leesburg continues to improve things like our recycling efforts, but there is more to be done. The EAC pushed forward with efforts around litter clean-up, energy conservation, food composting, improved recycling, and suggesting improvements for data center zoning. In 2024, we plan to work stridently towards our individual and collective goal of improving the quality of life in Leesburg through environmental progress. --Paul Sheaffer, Chair 3 2023 Leesburg EAC Annual Report 130 Item b. Events Leesburg Flower & Garden Festival This annual rite of spring is one of downtown Leesburg's big draws every year, attracting more than 40,000 people. As predicted, 2023 had more participants than ever. The EAC staffed a booth and helped raise awareness of environmental best practices. We're expecting an even bigger crowd ’24 and are planning accordingly. 4 2023 Leesburg EAC Annual Report 131 Item b. Events Keep Leesburg Beautiful The EAC sponsored two events in 2023, one in the Spring and one in the Fall.These events bring together the residents of Leesburg to pick-up litter.Participants included scout troops, students, and others. 5 2023 Leesburg EAC Annual Report 132 Item b. Events The 2022 Tolbert Award The 2022 Tolbert Award was proudly presented to Emma Lloyd for her involvement in stream monitoring and promoting stewardship of Town waterways. The Award is given out every year to a member of our community who identifies a local environmental issue and comes up with a plan to solve it. The award is named after John W. Tolbert, Jr. who was the first black man to run for office in Loudoun County, and served on the Town Council for 14 years, never missing a meeting. John Tolbert also chaired our Environmental Advisory Commission. 6 2023 Leesburg EAC Annual Report 133 Item b. Awareness Recycling Recommendations The EAC provided recommendations to Town Council on glass and yard waste recycling.These measures would make better use of the glass, and also reduce the amount of yard waste going to the landfill. 7 2023 Leesburg EAC Annual Report 134 Item b. Other EAC Activities Other EAC accomplishments in 2023 included: •Worked on getting the Energy Conservation and Management Plan implemented •Worked closely with our Sustainability Manager Deb Moran on a number of issues •Worked with Town Staff on potential electric car charging stations •Collaborated with the Tree Commission on tree planting initiatives 8 2023 Leesburg EAC Annual Report •Helped develop a potential food waste composting program •Provided recommendations for data center zoning 135 Item b. Moving Forward Priorities Highlights where EAC is planning on working with Town Council and Staff during 2024: •Recycling campaign –working with Town Council and Town Staff on implementing the updated recycling policy •KLB Litter Pick-Up events –getting higher participation •Energy Conservation and Management Plan – working to implementing the plan •Working on other elements of the Conservation plan, including EVs, charging stations, and solar power •Working on a food waste composting process of the Town 9 2023 Leesburg EAC Annual Report 136 Item b. EAC Commissioners •Paul Sheaffer, Chair •Julie Bolthouse, Vice Chair •Leigh Anne Faugust, Secretary •Ami Mason •Katherine Murphy Town Staff Liaison –Deb Moran, Sustainability Manager Town Council Liaison –Council Member Kari Nacy 10 2023 Leesburg EAC Annual Report 137 Item b. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Acceptance and Appropriation of Grant Funds for Thomas Balch Library Staff Contact: Alexandra S. Gressitt, Library Director Council Action Requested: Accept and appropriate $5,040 in grant funding from the Loudoun Library Foundation for processing and digitizing a real estate appraisal collection. Staff Recommendation: Approve a supplemental appropriation in the amount of $5,040 in grant funding from the Loudoun Library Foundation for processing and digitizing a real estate appraisal collection. Commission Recommendation: Not applicable. Fiscal Impact: The $5,040 grant provides funds for Town staff to process and digitize a real estate appraisal collection. The resolution provides that any unused grant funding at the end of Fiscal Year 2024 will be carried forward and re-appropriated in Fiscal Year 2025. The Town contribution to the project will be $6,750 for staff time and supplies. This amount of funding is available in the Thomas Balch Library’s operating budget. No additional funding is necessary. Work Plan Impact: Minimal. This type of work is part of the regular duties of the Thomas Balch Library Staff. Town Plan Impact: None. Executive Summary: Thomas Balch Library applied for and received a grant from the Loudoun Library Foundation in the amount of $5,040 to assist in processing and digitizing an historically significant collection, R. L. Kane, Inc. Appraisal Collection, documenting the appraisals of real estate parcels in Loudoun and Fairfax counties in advance of the construction of Dulles Airport. This will add to the historical record of Loudoun County’s recent past. Background: The Loudoun Library Foundation sets aside grant funds from their annual book sale to support libraries in Loudoun County. Thomas Balch Library has previously submitted grant requests and received funding from the Loudoun Library Foundation. This grant follows previous grants received from Loudoun Library Foundation to process historically significant collections. The Thomas Balch Library continually receives historically significant materials documenting the history of Leesburg and Loudoun County leading the Library to seek additional funding to process and make available such materials to researchers. Contract Start/End Date: Not applicable. 138 Item a. Acceptance and Appropriation of Grant Funds for Thomas Balch Library April 9, 2024 Page 2 Proposed Legislation: RESOLUTION Approving Acceptance and Appropriation of a $5,040 Grant from Loudoun Library Foundation Draft Motions: 1. I move to approve the proposed Resolution to appropriate grant funds for Thomas Balch Library. 2. I move to deny the proposed Resolution to appropriate grant funds for Thomas Balch Library. OR 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Grant Application 2023/08 139 Item a. 2023/08 PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPROVING ACCEPTANCE AND APPROPRIATION OF A $5,040 GRANT FROM LOUDOUN LIBRARY FOUNDATION WHEREAS, the Town of Leesburg’s Thomas Balch Library applied for a grant of $5,040 from the Loudoun Library Foundation for processing and digitizing a real estate appraisal collection; and WHEREAS, a grant of $5,040 was awarded by the Loudoun Library Foundation to allow the Thomas Balch Library to process and digitize a real estate appraisal collection; and WHEREAS, in order for the Thomas Balch Library to expend these funds, the Town Council must pass a supplemental budget appropriation to the Thomas Balch Library budget. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. The Fiscal Year 2024 Budget is hereby amended, and an appropriation is made in the amount of $5,040 for the fiscal year beginning July 1, 2023, and ending June 30, 2024. Any unused funds remaining after June 30, 2024, may be carried forward to future fiscal years. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 140 Item a. Loudoun Library Foundation, Inc. Annual Grant Statement of Intent 1. Intended project(s) to be funded by the grant. A brief description including explanation of how project will enhance current library services and benefit the community. Thomas Balch Library requests funding for professional staff to begin processing and digitization R.L. Kane Inc. Appraisal Collection. Thomas Balch Library [hereafter TBL] has a far-reaching reputation as an excellent center for genealogical and historical research, serving an increasingly diverse variety of researchers from near and far. Researchers visiting the library have included historical researchers from the Center for Race and Public Education in the South (CRPES) at the University of Virginia, genealogical researchers from New York and California, and international researchers from the Scotland and Australia. In 2022 and 2023, the library continued to expand its collaboration with local schools, coordinating with K-12 educators to bring students into the library for hands-on experience with archival materials. TBL also welcomes regular researchers from local historical organizations including the Virginia Piedmont Heritage Association, Morven Park, the Loudoun Farm Heritage Museum, and Journey Through Hallowed Ground. Increasingly, TBL is also recognized as a reputable repository for manuscript, archival, and photograph collections. Recently, several donations of large, important manuscript collections have been received from donors who selected TBL as a permanent home for their collections over other state and national institutions. In 2014, Thomas Balch Library [TBL] received a collection of more than 4 cubic feet of records and maps from R.L. Kane, Inc. documenting appraisal of real estate parcels in Loudoun and Fairfax counties in advance of the construction of Dulles Airport. Based in Alexandria, Virginia, R.L. Kane, Inc conducted real estate appraisals throughout Northern Virginia from 1931 -2018. The firm was involved in numerous major land acquisition projects including appraisal of land acquired for the Pentagon building, George Washington Memorial Parkway, and Occoquan Dam. In addition, R.L. Kane, president of the firm served as the Chief Appraiser for land acquisition for Dulles Airport and surrounding access roads. Appraisal records in this collection document Loudoun County Landscapes that are now lost and also provide a detailed record of the development of Dulles Airport. Family homes, farms, churches, businesses, and other buildings are documented in appraisal narratives and in photographs, and plats of many of the properties are also included. Access to these materials have been heavily requested in the wake of the 50th anniversary of Dulles Airport, and increasing interest is being shown in history of the communities that formerly occupied the area. TBL now seeks additional funding to complete processing of all materials in the Kane Appraisal collection. Specifically, funding is needed for professional project staff to carefully process and rehouse all materials for long-term preservation and to digitize photographic materials in the collection. Papers range in date from 1958 – 1960. Although these are relatively recent records, the format of the materials presents a challenge to both preservation of and access to the materials. A majority of the records are carbon copies on brittle onionskin paper, with heavy application of staples, chemical glues, and other appended materials. As received, it is difficult to access these materials without damaging them. Digitization and cataloging of these materials will make them readily accessible for research, publication, and many other applications. Correctly processed, preserved, and made accessible, this collection will document as well as add substantially to the historic record of Loudoun County’s recent past. It will be of long-term national interest when made available to researchers. 141 Item a. 2. Cost breakdown and proposed timeline of each separate project. TBL seeks funding for additional staff time to process, rehouse for long-term preservation, and to create a guide for the R.L. Kane Inc Appraisal Collection. Funding is needed for professional project staff to arrange, professionally store and describe these materials as well as to digitize and create metadata for materials in this collection. For detailed information about the collection, please see the attached Manuscript Processing Project Description. The target date for completion of the first phase of this project is June of 2026. 3. Evaluation of the grant projects after completion, including a proposed date for the project lead (a library staff member) to present the results of the grant at a future Library Foundation meeting. When completed and ready for researchers, this collection will enrich understanding of the economic, social, and built history of Loudoun County and Northern Virginia. TBL has already promoted the receipt of this collection in library reports. Once work is completed, TBL staff will be available to make a presentation to the Loudoun Library Foundation featuring these and other interesting aspects of this unique collection and will be happy to make additional presentations as requested. TBL will also inform potential researchers and the community about this excellent new resource with posts on Facebook and Instagram and press releases to local media. Staff may produce an exhibit featuring this collection. Appendices attached: A. Detailed Manuscript Collection Description Requested funds: Salary for Processing staff: $5,040.00 [Includes organization, preservation, collection guide creation, digitization, and metadata creation for 4 cubic feet papers, photographs, and maps]. Projected 2024/2025 TBL contribution to this project will be $6,750.00 for staff time and supplies (Includes project oversight, staff time, folders, boxes, photographic sleeves and other materials). 142 Item a. 143 Item a. From:Alexandra S. Gressitt To:Ann Smith Subject:FW: LLF Grant award! Date:Friday, February 16, 2024 10:24:13 AM Attachments:db77022f-6547-4209-9911-1e6394652405.png Another email for attaching to the consent item From: Drew Zenowich <drew.zenowich@gmail.com> Sent: Thursday, January 25, 2024 3:35 PM To: Laura E. Christiansen <LChristiansen@LEESBURGVA.GOV>; Alexandra S. Gressitt <AGressitt@LEESBURGVA.GOV> Cc: Drew Zenowich <drew.zenowich@gmail.com> Subject: LLF Grant award! Alexandra and Laura, I am pleased to inform you that the Loudoun Library Foundation hasapproved your grant request for $5040.00 for the Processing and Digitization R.L. Kane Inc. Appraisal Collection. Congratulations! I am currently the acting treasure for the foundation, so please contact meregarding when/how you would like this awarded. Regards, Drew -- Drew Zenowich President: Loudoun Library Foundation Inc. PO Box 104, Leesburg VA 20178 : 703-779-2252 "The America I love still exists at the front desks of our public libraries." – Kurt Vonnegut 144 Item a. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Adopting Restated 457(b) and 401(a) Employee Deferred Compensation Plans Staff Contacts: Kate Trask, Assistant Town Manager, Acting Human Resources Director Christine Newton, Deputy Town Attorney Lisa Haley, Deputy Director/Treasurer Department of Finance and Administrative Services Diane Starkey, Deputy Director/Controller Department of Finance and Administrative Services Council Action Requested: Adopt the restated 457(b) employee deferred compensation plan documents and 401(a) money purchase plan documents and designate an appropriate Town officer to administer both plans. Staff Recommendation: Adopt the restated 457(b) employee deferred compensation plan documents and 401(a) money purchase plan documents as presented and designate the Town Manager to administer both plans. Commission Recommendation: Not applicable. Fiscal Impact: The restated 457(b) and 401(a) plans (Plans) have no direct fiscal impact on the Town. There are administration fees associated with the Plans, but are derived from the dollar value of assets owned by the employees in the plan. Work Plan Impact: There will be no impact to the Town work plan as the restated 457(b) and 401(a) plans (Plans) will replace the existing employee deferred compensation and money purchase plans. Nationwide Retirement Solutions, Inc. (Nationwide) will provide administrative services per the contract and Resolution 2023-174 (awarding the contract to Nationwide) (Attachment #2). As with the current plans, the Town’s contracted retirement plan consultant will provide investment and transition recommendations. Town Plan Impact: None. Executive Summary: At the December 12, 2023 meeting, Council adopted Resolution 2023-174 (Attachment #2) awarding Nationwide Retirement Solutions, Inc. (Nationwide) the contract for the Town’s 457(b) and 401(a) Retirement Plan administrative services. To facilitate provision of administrative services by Nationwide, it is necessary to adopt restated 457(b) and 401(a) retirement plan documents . State Code requires Council to designate an appropriate Town officer or board to administer the plans as restated; the Town Manager is an appropriate designee. Background: Local governments are authorized to adopt and establish for their employees deferred compensation plans under Internal Revenue Code Section 457(b)) (enabled by Virginia Code § 51.1- 145 Item b. Adopting Restated 457(b) and 401(a) Employee Deferred Compensation Plans April 9, 2024 Page 2 603) and cash match plans under Internal Revenue Code Section 401(a)(enabled by Virginia Code § 51.1-610). The Town initially adopted its 457(b) Governmental Deferred Compensation Plan and Trust (457(b) Plan) in 1994 pursuant to Resolution 94-101. It was subsequently updated in 1999 (Resolution 99- 307) and in 2012 (Resolution 2012-127). The 457(b) Plan is available to all employees as of their date of hire. Like a 401(k), employees may deposit income-tax deferred contributions into the 457(b) Plan and earn income-tax deferred gains. As of 2024, employees may elect to defer up to $23,000 of pre-tax income per year. The Town adopted its 401(a) Governmental Money Purchase Retirement Plan (401(a) Plan) in 1999 pursuant to Resolution 99-271. The 401(a) Plan is only available to the Town Manager. Like the 457(b) Plan, contributions and earnings are income-tax deferred. Both the 457(b) Plan and the 401(a) Plan (Plans) are currently serviced through ICMA-RC (now doing business as MissionSquare). The Contract with MissionSquare is set to expire on May 16, 2024. In 2023, in advance of the expiration of the MissionSquare contract, the Town conducted a competitive negotiation process for administrative services for the Plans. By Resolution 2023-174 (Attachment #2), the contract was awarded to Nationwide Retirement Solutions, Inc. (Nationwide). Accordingly, plan documents for both the 457(b) Plan and the 401(a) Plan must be restated to facilitate plan administration by Nationwide. Nationwide has provided the Proposed Town of Leesburg 457(b) Deferred Compensation Plan (Attachment #3) and the Proposed Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre-Approved Plan (Attachment #4) (Plan Documents). The Department of Finance and Administrative Services and the Town Attorney’s Office have reviewed the Plan Documents and are satisfied that the respective plans meet the tax requirements of Virginia Code §§ 51.1-604 (regarding 457(b) plans) and 51.1-612 (regarding 401(a) plans). To comply with Virginia Code §§ 51.1-603 and 51.1-610, Council must adopt the Plan Documents, and may act by resolution. State Code §§ 51.1-603 and 51.1-610 both further require Council to “designate an appropriate board or officer to administer the plan, and … confer upon such board or officer the authority to do all things by way of supervision, administration, and implementation of the plan.” The Town Manager is an appropriate designee to serve in this role. Contract Start/End Date: The anticipated commencement date of the restated plans is May 16, 2024, and they will continue until terminated or restated. The current administrative services contract with Nationwide (executed pursuant to Resolution 2023-174) has an initial term of two years (expiring January 1, 2026) with seven optional 1-year renewal terms. Proposed Legislation: RESOLUTION Adopting Restated 457(b) and 401(a) Employee Deferred Compensation Plans and Designating the Town Manager to Administer the Plans 146 Item b. Adopting Restated 457(b) and 401(a) Employee Deferred Compensation Plans April 9, 2024 Page 3 Draft Motions: 1. I move to approve the proposed resolution adopting the Town’s restated 457(b) and 401(a) employee deferred compensation plans and designating the Town Manager to administer the plans. 2. I move to deny the proposed resolution adopting the Town’s restated 457(b) and 401(a) employee deferred compensation plans and designating the Town Manager to administer the plans. OR 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Resolution 2023-174 3. Proposed Town of Leesburg 457(b) Deferred Compensation Plan 4. Proposed Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre- Approved Plan 2023/08 147 Item b. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : ADOPTING RESTATED 457(b) AND 401(a) EMPLOYEE DEFERRED COMPENSATION PLANS AND DESIGNATING THE TOWN MANAGER TO ADMINISTER THE PLANS WHEREAS, the Town sponsors two deferred compensation plans for its employees; and WHEREAS, the Town adopted a 457(b) employee deferred compensation plan by Resolution 94-101, and updated the plan by Resolutions 99-271 and 2012-127; and WHEREAS, the Town adopted a 401(a) money purchase plan by Resolution 99-307; and WHEREAS, pursuant to Resolution 2023-174, a contract for administrative services for both plans was awarded to Nationwide Retirement Solutions, Inc. (Nationwide) following a competitive negotiation process; and WHEREAS, plan documents must be restated to facilitate plan administrative services by Nationwide; and WHEREAS, Nationwide has provided the proposed Town of Leesburg 457(b) Deferred Compensation Plan and the Proposed Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre-Approved Plan (Plan Documents) to govern the Plans; and WHEREAS, Virginia Code §§ 51.1-603 (regarding 457(b) plans) and 51.1-610 (regarding 401(a) plans) require Council to adopt the Plan Documents and to designate an appropriate Town board or officer to administer each plan, and authorize that designee to “do all things by way of supervision, administration, and implementation of the plan[s]”; and 148 Item b. A RESOLUTION: ADOPTING RESTATED 457(b) AND 401(a) EMPLOYEE DEFERRED COMPENSATION PLANS AND DESIGNATING THE TOWN MANAGER TO ADMINISTER THE PLANS WHEREAS, the Department of Finance and the Town Attorney’s Office have reviewed the proposed Plan Documents and are satisfied that the respective plans meet the tax requirements of Virginia Code §§ 51.1-604 (regarding 457(b) plans) and 51.1-612 (regarding 401(a) plans); and WHEREAS, Town staff recommends adoption of the proposed restated Plan Documents and designation of the Town Manager to administer the Plans. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. The form of amended 457(b) deferred compensation plan and trust included in the agenda packet is hereby approved and adopted as the restated “Town of Leesburg 457(b) Deferred Compensation Plan,” including the basic plan document, the Amendment for CARES Act, the Amendment to Implement SECURE Act and Other Law Changes, the Non-ERISA Plan Loan Program with Addenda A and B, and the Summary of 457 Plan Provisions (collectively, the “457 Plan Documents”). 2. The form of Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre-Approved Plan included in the agenda packet is hereby approved and adopted as the restated “Town of Leesburg 401(a) Money Purchase Plan,” including the basic plan document, the Amendment for CARES Act, the Amendment to Implement SECURE Act and Other Law Changes, and the Summary of Plan Provisions (collectively, the “401(a) Plan Documents”). 3. The Town Manager is hereby designated, pursuant to Virginia Code §§ 51.1-603 and 51.1-610, respectively, to administer the Town of Leesburg 457(b) Deferred 149 Item b. A RESOLUTION: ADOPTING RESTATED 457(b) AND 401(a) EMPLOYEE DEFERRED COMPENSATION PLANS AND DESIGNATING THE TOWN MANAGER TO ADMINISTER THE PLANS Compensation Plan and the Town of Leesburg 401(a) Money Purchase Plan, and authorized to do all things by way of supervision, administration, and implementation of the Plans as may be necessary and desirable in furtherance of the intent of this Resolution. Without limiting the authority conferred by this Resolution, the Town Manager is hereby specifically authorized and directed to execute and deliver to Nationwide Retirement Solutions, Inc. as corporate Administrator of the Plans, certified copies of the 457 Plan Documents and the 401(a) Plan Documents, as may be required by Nationwide Retirement Solutions, Inc. 4. The plan features selected in the Adoption Agreement for Eligible Governmental 457 Plan (457 Adoption Agreement) are hereby approved, adopted, and incorporated into the Town of Leesburg 457(b) Deferred Compensation Plan; and the form of the 457 Adoption Agreement is hereby approved, subject to any revisions required by the Town Attorney. The Town Manager is hereby authorized to execute the 457 Adoption Agreement in the form approved by the Town Attorney. 5. The plan features selected in the Adoption Agreement for Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre-Approved Plan (401(a) Adoption Agreement) are hereby approved, adopted, and incorporated into the Town of Leesburg 401(a) Money Purchase Plan; and the form of the 401(a) Adoption Agreement is hereby approved, subject to any revisions required by the Town Attorney. The Town Manager is hereby authorized to execute the 401(a) Adoption Agreement in the form approved by the Town Attorney. 150 Item b. A RESOLUTION: ADOPTING RESTATED 457(b) AND 401(a) EMPLOYEE DEFERRED COMPENSATION PLANS AND DESIGNATING THE TOWN MANAGER TO ADMINISTER THE PLANS 2023/08 6. Nationwide Trust Company, FSB, is hereby approved as the corporate trustee for both the Town of Leesburg 457(b) Deferred Compensation Plan and the Town of Leesburg 401(a) Money Purchase Plan. The Town Manager is hereby authorized to enter into and execute an appropriate trust agreement for each plan, in a form to be approved by the Town Attorney, and to authorize such trust agreements to be incorporated into the respective plans. 7. To the fullest extent permitted under applicable law (including the Internal Revenue Code and regulations thereunder), the Town Manager and the Town Attorney are hereby authorized to take such further actions and execute such other or further documents as may be required to effectuate the intent of this Resolution. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 151 Item b. The Town of Leesburg, Virginia RESOLUTION NO. 2023-174 PRESENTED: December 12, 2023 ADOPTED: December 12, 2023 A RESOLUTION: AWARDING CONTRACT TO NATIONWIDE RETIREMENT SOLUTIONS, INC. FOR 457(b)/401(a) RETIREMENT PLAN ADMINISTRATIVE SERVICES WHEREAS, the Town has adopted 457(b) and 401(a) deferred compensation retirement plans; and WHEREAS, MissionSquare Retirement is the current provider for the Town's 457(b) and 401(a) deferred compensation plans, and their contract is set to expire on March 31, 2024; and WHEREAS, the Town issued a Request for Proposals (RFP) to publicly procure administrative services associated with these plans; and WHEREAS, the Town received nine proposals in response to the RFP; and WHEREAS, a review committee composed of representatives from multiple town departments and Procurement staff evaluated these proposals; and WHEREAS, the Town's retirement plan consultant provided technical analysis, including a pricing analysis and summary report, to assist staff in evaluating the proposals; and WHEREAS, after careful consideration, the review committee selected and recommends Nationwide Retirement Solutions, Inc. to provide 457(b)/401(a) Retirement Plan Administrative Services. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. That a contract be awarded to Nationwide Retirement Solutions, Inc. for 457(b)/401(a) Retirement Plan Administrative Services. 152 Item b. 2- A RESOLUTION: AWARDING CONTRACT TO NATIONWIDE RETIREMENT SOLUTIONS, INC. FOR 457(b)/401(a) RETIREMENT PLAN ADMINISTRATIVE SERVICES 2. The Town Manager is hereby authorized to execute a contract with Nationwide Retirement Solutions, Inc. in a form approved by the Town Attorney, and to take such other actions and execute such additional documents as are necessary to implement this resolution. PASSED this 12th day of December 2023. Kelly B$rk, M or Town of Leesburg ATTEST: a.,,:e4s___1/4 2ClerkofCouncil 153 Item b. TOWN OF LEESBURG 457(B) DEFERRED COMPENSATION PLAN 154 Item b. Eligible 457 Plan © 2020 1 TABLE OF CONTENTS ARTICLE I, DEFINITIONS 1.01 Account ......................................................................... 1 1.02 Accounting Date ........................................................... 1 1.03 Beneficiary .................................................................... 1 1.04 Code .............................................................................. 1 1.05 Compensation ............................................................... 1 1.06 Deferral Contributions .................................................. 2 1.07 Deferred Compensation ................................................ 3 1.08 Effective Date ............................................................... 3 1.09 Elective Deferrals ......................................................... 3 1.10 Employee ...................................................................... 3 1.11 Employer ...................................................................... 3 1.12 Employer Contribution ................................................. 3 1.13 ERISA ........................................................................... 3 1.14 Excess Deferrals ........................................................... 3 1.15 Includible Compensation .............................................. 3 1.16 Independent Contractor ................................................. 3 1.17 Leased Employee .......................................................... 3 1.18 Matching Contribution .................................................. 3 1.19 Nonelective Contribution .............................................. 3 1.20 Normal Retirement Age ................................................ 3 1.21 Participant ..................................................................... 3 1.22 Plan ............................................................................... 3 1.23 Plan Administrator ........................................................ 3 1.24 Plan Entry Date ............................................................. 3 1.25 Plan Year ...................................................................... 3 1.26 Pre-Tax Elective Deferrals ............................................ 3 1.27 Rollover Contribution ................................................... 3 1.28 Roth Elective Deferrals ................................................. 3 1.29 Salary Reduction Agreement ........................................ 3 1.30 Salary Reduction Contribution...................................... 4 1.31 Service .......................................................................... 4 1.32 State .............................................................................. 4 1.33 Substantial Risk of Forfeiture ....................................... 4 1.34 Tax-Exempt Organization ............................................. 4 1.35 Taxable Year ................................................................. 4 1.36 Transfer ......................................................................... 4 1.37 Trust .............................................................................. 4 1.38 Trustee .......................................................................... 4 1.39 Type of 457 Plan ........................................................... 4 1.40 Vested ........................................................................... 5 ARTICLE II, ELIGIBILITY AND PARTICIPATION 2.01 Eligibility ...................................................................... 6 2.02 Participation upon Re-Employment .............................. 6 2.03 Change in Employment Status ...................................... 6 ARTICLE III, DEFERRAL CONTRIBUTIONS/LIMITATIONS 3.01 Amount ......................................................................... 7 3.02 Salary Reduction Contributions .................................... 7 3.03 Matching Contributions ................................................ 7 3.04 Normal Limitation ........................................................ 7 3.05 Normal Retirement Age Catch-Up Contribution .......... 7 3.06 Age 50 Catch-Up Contribution ..................................... 8 3.07 Contribution Allocation ................................................ 8 3.08 Allocation Conditions ................................................... 8 3.09 Rollover Contributions ................................................. 8 3.10 Distribution of Excess Deferrals ................................... 9 3.11 Deemed IRA Contributions .......................................... 9 3.12 Roth Elective Deferrals ................................................. 9 3.13 Benefit Accrual ........................................................... 10 3.14 Eligible Automatic Contribution Arrangement (EACA) ...................................................................... 10 3.15 In-Plan Roth Rollover Contribution ........................... 11 ARTICLE IV, TIME AND METHOD OF PAYMENT OF BENEFITS 4.01 Distribution Restrictions ............................................. 13 4.02 Time and Method of Payment of Account .................. 13 4.03 Required Minimum Distributions ............................... 13 4.04 Death Benefits ............................................................ 15 4.05 Distributions Prior to Severance from Employment ... 15 4.06 Distributions Under Qualified Domestic Relations Orders (QDROs) ........................................................ 15 4.07 Direct Rollover of Eligible Rollover Distributions – Governmental Plan ..................................................... 16 4.08 Election to Deduct from Distribution ......................... 17 ARTICLE V, PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS 5.01 Term/Vacancy ............................................................ 18 5.02 Powers and Duties ...................................................... 18 5.03 Compensation ............................................................. 18 5.04 Authorized Representative ......................................... 18 5.05 Individual Accounts/Records ..................................... 18 5.06 Value of Participant's Account ................................... 18 5.07 Account Administration, Valuation and Expenses ..... 18 5.08 Account Charged ........................................................ 20 5.09 Ownership of Fund/Tax-Exempt Organization .......... 20 5.10 Participant Direction of Investment ............................ 20 5.11 Vesting/Substantial Risk of Forfeiture ....................... 20 5.12 Preservation of Eligible Plan Status ........................... 21 5.13 Limited Liability ........................................................ 21 5.14 Lost Participants ......................................................... 21 5.15 Plan Correction ........................................................... 21 ARTICLE VI, PARTICIPANT ADMINISTRATIVE PROVISIONS 6.01 Beneficiary Designation ............................................. 22 6.02 No Beneficiary Designation ....................................... 22 6.03 Salary Reduction Agreement ...................................... 22 6.04 Personal Data to Plan Administrator .......................... 22 6.05 Address for Notification ............................................. 22 6.06 Participant or Beneficiary Incapacitated ..................... 22 ARTICLE VII, MISCELLANEOUS 7.01 No Assignment or Alienation ..................................... 23 7.02 Effect on Other Plans ................................................. 23 7.03 Word Usage ................................................................ 23 7.04 State Law .................................................................... 23 7.05 Employment Not Guaranteed ..................................... 23 7.06 Notice, Designation, Election, Consent and Waiver ... 23 ARTICLE VIII, TRUST PROVISIONS— GOVERNMENTAL ELIGIBLE 457 PLAN 8.01 Governmental Eligible 457 Plan ................................. 24 8.02 Acceptance/Holding ................................................... 24 8.03 Receipt of Contributions............................................. 24 8.04 Full Investment Powers .............................................. 24 8.05 Records and Statements .............................................. 25 8.06 Fees and Expenses from Fund .................................... 25 8.07 Professional Agents .................................................... 25 8.08 Distribution of Cash or Property ................................ 25 8.09 Resignation and Removal ........................................... 25 8.10 Successor Trustee ....................................................... 25 8.11 Valuation of Trust ...................................................... 25 155 Item b. Eligible 457 Plan © 2020 2 8.12 Participant Direction of Investment ............................ 25 8.13 Third Party Reliance ................................................... 25 8.14 Invalidity of Any Trust Provision ............................... 25 8.15 Exclusive Benefit ........................................................ 25 8.16 Substitution of Custodial Account or Annuity Contract ...................................................................... 26 8.17 Group Trust Authority ................................................ 26 ARTICLE IX, AMENDMENT, TERMINATION, TRANSFERS 9.01 Amendment by Employer/Sponsor............................. 27 9.02 Termination/Freezing of Plan ..................................... 27 9.03 Transfers ..................................................................... 27 9.04 Purchase of Permissive Service Credit ....................... 27 156 Item b. Eligible 457 Plan © 2020 1 ARTICLE I DEFINITIONS 1.01 "Account" means the separate Account(s) which the Plan Administrator or the Trustee maintains under the Plan for a Participant's Deferred Compensation. The Plan Administrator or Trustee may establish separate Accounts for multiple Beneficiaries of a Participant to facilitate required minimum distributions under Section 4.03 based on each Beneficiary's life expectancy. 1.02 "Accounting Date" means the last day of the Plan Year. The Plan Administrator will allocate Employer contributions and forfeitures for a particular Plan Year as of the Accounting Date of that Plan Year, and on such other dates, if any, as the Plan Administrator determines, consistent with the Plan's allocation conditions and other provisions. 1.03 "Beneficiary" means a person who the Plan or a Participant designates and who is or may become entitled to a Participant's Account upon the Participant's death. A Beneficiary who becomes entitled to a benefit under the Plan remains a Beneficiary under the Plan until the Plan Administrator or Trustee has fully distributed to the Beneficiary his or her Plan benefit. A Beneficiary's right to (and the Plan Administrator's or a Trustee's duty to provide to the Beneficiary) information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan. 1.04 "Code" means the Internal Revenue Code of 1986, as amended. 1.05 "Compensation" (A) Uses and Context. Any reference in the Plan to Compensation is a reference to the definition in this Section 1.05, unless the Plan reference, or the Employer in the Adoption Agreement, modifies this definition. Except as the Plan otherwise specifically provides, the Plan Administrator will take into account only Compensation actually paid during (or as permitted under the Code, paid for) the relevant period. A Compensation payment includes Compensation paid by the Employer through another person under the common paymaster provisions in Code §§3121 and 3306. In the case of an Independent Contractor, Compensation means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies in the Adoption Agreement. The Employer in the Adoption Agreement may elect to allocate contributions based on a Compensation within specified 12 month period which ends within a Plan Year. (B) Base Definitions and Modifications. The Employer in the Adoption Agreement must elect one of the following base definitions of Compensation: W-2 Wages, Code §3401(a) Wages, or 415 Compensation. The Employer may elect a different base definition as to different Contribution Types. The Employer in the Adoption Agreement may specify any modifications thereto, for purposes of contribution allocations under Article III. If the Employer fails to elect one of the above- referenced definitions, the Employer is deemed to have elected the W-2 Wages definition. (1) W-2 Wages. W-2 Wages means wages for federal income tax withholding purposes, as defined under Code §3401(a), plus all other payments to an Employee in the course of the Employer's trade or business, for which the Employer must furnish the Employee a written statement under Code §§6041, 6051, and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code §3401(a)(2)). (2) Code §3401(a) Wages (income tax wage withholding). Code §3401(a) Wages means wages within the meaning of Code §3401(a) for the purposes of income tax withholding at the source, but determined without regard to any rules that limit the remuneration included in wages based on the nature or the location of the employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)). (3) Code §415 Compensation (current income definition/simplified compensation under Treas. Reg. §1.415(c)-2(d)(2)). Code §415 Compensation means the Employee's wages, salaries, fees for professional service and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits and reimbursements or other expense allowances under a nonaccountable plan as described in Treas. Reg. §1.62-2(c)). Code §415 Compensation does not include: (a) Deferred compensation/SEP/SIMPLE. Employer contributions (other than Elective Deferrals) to a plan of deferred compensation (including a simplified employee pension plan under Code §408(k) or to a simple retirement account under Code §408(p)) to the extent the contributions are not included in the gross income of the Employee for the Taxable Year in which contributed, and any distributions from a plan of deferred compensation (whether or not qualified), regardless of whether such amounts are includible in the gross income of the Employee when distributed. (b) Option exercise. Amounts realized from the exercise of a non-qualified stock option (an option other than a statutory option under Treas. Reg. §1.421-1(b)), or when restricted stock or other property held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture under Code §83. (c) Sale of option stock. Amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option as defined under Treas. Reg. §1.421-1(b). (d) Other amounts that receive special tax benefits. Other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts under Code §125). (e) Other similar items. Other items of remuneration which are similar to any of the items in Sections 1.11(B)(3)(a) through (d). 157 Item b. Eligible 457 Plan © 2020 2 (4) Alternative (general) 415 Compensation. Under this definition, Compensation means as defined in Section 1.05(B)(3) but with the addition of: (a) amounts described in Code §§104(a)(3), 105(a), or 105(h) but only to the extent that these amounts are includible in Employee's gross income; (b) amounts paid or reimbursed by the Employer for moving expenses incurred by the Employee, but only to the extent that at the time of payment it is reasonable to believe these amounts are not deductible by the Employee under Code §217; (c) the value of a nonstatutory option (an option other than a statutory option under Treas. Reg. §1.421-1(b)) granted by the Employer to the an Employee, but only to the extent that the value of the option is includible in the Employee's gross income for the Taxable Year of the grant; (d) the amount includible in the Employee's gross income upon the Employee's making of an election under Code §83(b); and (e) amounts that are includible in the Employee's gross income under Code §409A or Code §457(f)(1)(A) or because the amounts are constructively received by the Participant. [Note if the Plan's definition of Compensation is W-2 Wages or Code §3401(a) Wages, then Compensation already includes the amounts described in clause (e).] (C) Deemed 125 Compensation. Deemed 125 Compensation means, in the case of any definition of Compensation which includes a reference to Code §125, amounts under a Code §125 plan of the Employer that are not available to a Participant in cash in lieu of group health coverage, because the Participant is unable to certify that he/she has other health coverage. (D) Modification to Compensation. The Employer must specify in the Adoption Agreement the Compensation the Plan Administrator is to take into account in allocating Deferral Contributions to a Participant's Account. For all Plan Years other than the Plan Year in which the Employee first becomes a Participant, the Plan Administrator will take into account only the Compensation determined for the portion of the Plan Year in which the Employee actually is a Participant. (E) Elective Contributions. Compensation under Section 1.05 includes Elective Contributions unless the Employer in the Adoption Agreement elects to exclude Elective Contributions. "Elective Contributions" are amounts excludible from the Employee's gross income under Code §§125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b), 408(p) or 457, and contributed by the Employer, at the Employee's election, to a cafeteria plan, a qualified transportation fringe benefit plan, a 401(k) arrangement, a SARSEP, a tax-sheltered annuity, a SIMPLE plan or a Code §457 plan. (F) Post-Severance Compensation. Compensation includes Post-Severance Compensation to the extent the Employer elects in the Adoption Agreement or as the Plan otherwise provides. Post-Severance Compensation is Compensation paid after a Participant's Severance from Employment from the Employer, as further described in this Section 1.05(F). As the Employer elects, Post-Severance Compensation may include any or all of regular pay, leave cash-outs, or deferred compensation paid within the time period described in Section 1.05(F)(1), and may also include salary continuation for disabled Participants, all as defined below. Any other payment paid after Severance from Employment that is not described in this Section 1.05(F) is not Compensation even if payment is made within the time period described below. Post-Severance Compensation does not include severance pay, parachute payments under Code §280G(b)(2) or payments under a nonqualified unfunded deferred compensation plan unless the payments would have been paid at that time without regard to Severance from Employment. (1) Timing. Post-Severance Compensation includes regular pay, leave cashouts, or deferred compensation only to the extent the Employer pays such amounts by the later of 2 1/2 months after Severance from Employment or by the end of the Limitation Year that includes the date of such Severance from Employment. (a) Regular pay. Regular pay means the payment of regular Compensation for services during the Participant's regular working hours, or Compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, but only if the payment would have been paid to the Participant prior to a Severance from Employment if the Participant had continued in employment with the Employer. (b) Leave cash-outs. Leave cash-outs means payments for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued and if Compensation would have included those amounts if they were paid prior to the Participant's Severance from Employment. (c) Deferred compensation. As used in this Section 1.05(F), deferred compensation means the payment of deferred compensation pursuant to an unfunded deferred compensation plan, if Compensation would have included the Deferred Compensation if it had been paid prior to the Participant's Severance from Employment, but only if the payment would have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant's gross income. (2) Salary continuation for disabled Participants. Salary continuation for disabled Participants means Compensation paid to a Participant who is permanently and totally disabled (as defined in Code §22(e)(3)). (3) Differential Wage Payments. An individual receiving a Differential Wage Payment, as defined by Code §3401(h)(2), shall be treated as an employee of the employer making the payment and the Differential Wage Payment shall be treated as compensation for purposes of Code §457(b) and any other Internal Revenue Code section that references the definition of compensation under Code §415, including the definition of Includible Compensation as provided in Section 1.15. 1.06 "Deferral Contributions" means as the Employer elects on the Adoption Agreement, Salary Reduction Contributions, Nonelective Contributions and Matching Contributions. The Plan Administrator in applying the Code §457(b) limit will take into account Deferral Contributions in the Taxable Year in which deferred, or if later, in the Taxable Year in which the Deferral Contributions are no longer subject to a Substantial Risk of Forfeiture. The Plan Administrator in determining the amount of a Participant's Deferral Contributions disregards the net income, gain and loss attributable to Deferral Contributions unless the Deferral Contributions are subject to a Substantial Risk of Forfeiture. If a Deferral Contribution is subject to a Substantial Risk of Forfeiture, the Plan Administrator takes into the Deferral Contribution as adjusted for allocable net income, gain or loss in the Taxable Year in which the Substantial Risk of Forfeiture lapses. 158 Item b. Eligible 457 Plan © 2020 3 1.07 "Deferred Compensation" means as to a Participant the amount of Deferral Contributions, Rollover Contributions and Transfers adjusted for allocable net income, gain or loss, in the Participant's Account. 1.08 "Effective Date" of this Plan is the date the Employer specifies in the Adoption Agreement. The Employer in the Adoption Agreement may elect special effective dates for Plan provisions the Employer specifies provided any such date(s) are permitted by the Code, by Treasury regulations, or by other applicable guidance. 1.09 "Elective Deferrals" means a contribution the Employer makes to the Plan pursuant to a Participant's Salary Reduction Agreement, as described in Section 3.02. The term "Elective Deferrals" includes Pre-Tax Elective Deferrals and Roth Elective Deferrals. 1.10 "Employee" means an individual who provides services for the Employer, as a common law employee of the Employer. The Employer in the Adoption Agreement must elect or specify any Employee, or class of Employees, not eligible to participate in the Plan (an "Excluded Employee"). See Section 1.16 regarding potential treatment of an Independent Contractor as an Employee. 1.11 "Employer" means the entity specified in the Adoption Agreement, any successor which shall maintain this Plan; and any predecessor which has maintained this Plan. In addition, where appropriate, the term Employer shall include any Participating Employer. 1.12 "Employer Contribution" means Nonelective Contributions or Matching Contributions. 1.13 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.14 "Excess Deferrals" means Deferral Contributions to a Governmental Eligible 457 Plan or to a Tax-Exempt Organization Eligible 457 Plan for a Participant that exceed the Taxable Year maximum limitation of Code §§457(b) and (e)(18). 1.15 "Includible Compensation" means, for the Employee's Taxable Year, the Employee's total Compensation within the meaning of Code §415(c)(3) paid to an Employee for services rendered to the Employer. Includible Compensation includes Deferral Contributions under the Plan, compensation deferred under any other plan described in Code §457, and any amount excludible from the Employee's gross income under Code §§401(k), 403(b), 125 or 132(f)(4) or any other amount excludible from the Employee's gross income for Federal income tax purposes. The Employer will determine Includible Compensation without regard to community property laws. 1.16 "Independent Contractor" means any individual who performs service for the Employer and who the Employer does not treat as an Employee or a Leased Employee. The Employer in the Adoption Agreement may elect to permit Independent Contractors to participate in the Plan. To the extent that the Employer permits Independent Contractor participation, references to Employee in the Plan include Independent Contractors and Compensation means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies in the Adoption Agreement. 1.17 "Leased Employee" means an Employee within the meaning of Code §414(n). 1.18 "Matching Contribution" means an Employer fixed or discretionary contribution made or forfeiture allocated on account of Salary Reduction Contributions. 1.19 "Nonelective Contribution" means an Employer fixed or discretionary contribution not made as a result of a Salary Reduction Agreement and which is not a Matching Contribution. 1.20 "Normal Retirement Age" means the age the Employer specifies in the Adoption Agreement consistent with Section 3.05(B). 1.21 "Participant" is an Employee other than an Excluded Employee who becomes a Participant in accordance with the provisions of Section 2.01. 1.22 "Plan" means the 457 plan established or continued by the Employer in the form of this basic Plan and (if applicable) Trust Agreement, including the Adoption Agreement. The Employer in the Adoption Agreement must designate the name of the Plan. All section references within the Plan are Plan section references unless the context clearly indicates otherwise. 1.23 "Plan Administrator" is the Employer unless the Employer designates another person to hold the position of Plan Administrator. The Plan Administrator may be a Participant. 1.24 "Plan Entry Date" means the dates the Employer elects in Adoption Agreement. 1.25 "Plan Year" means the consecutive 12-month period the Employer elects in the Adoption Agreement. 1.26 "Pre-Tax Elective Deferrals" means a Participant's Salary Reduction Contributions which are not includible in the Participant's gross income at the time deferred and have been irrevocably designated as Pre-Tax Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Pre-Tax Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Pre-Tax Elective Deferrals. 1.27 "Rollover Contribution" means the amount of cash or property which an eligible retirement plan described in Code §402(c)(8)(B) distributes to an eligible Employee or to a Participant in an eligible rollover distribution under Code §402(c)(4) and which the eligible Employee or Participant transfers directly or indirectly to a Governmental Eligible 457 Plan. A Rollover Contribution includes net income, gain or loss attributable to the Rollover Contribution. A Rollover Contribution excludes after-tax Employee contributions, as adjusted for net income, gain or loss. 1.28 "Roth Elective Deferrals" means a Participant's Salary Reduction Contributions that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Roth Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Roth Elective Deferrals. However, forfeitures may not be allocated to such account. The Plan must also maintain a record of a Participant's investment in the contract (i.e., designated Roth contributions that have not been distributed) and the year in which the Participant first made a Roth Elective Deferral. 1.29 "Salary Reduction Agreement" means a written agreement between a Participant and the Employer, by which 159 Item b. Eligible 457 Plan © 2020 4 the Employer reduces the Participant's Compensation for Compensation not available as of the date of the election and contributes the amount as a Salary Reduction Contribution to the Participant's Account. 1.30 "Salary Reduction Contribution" means a contribution the Employer makes to the Plan pursuant to a Participant's Salary Reduction Agreement. 1.31 "Service" means any period of time the Employee is in the employ of the Employer. In the case of an Independent Contractor, Service means any period of time the Independent Contractor performs services for the Employer on an independent contractor basis. An Employee or Independent Contractor terminates Service upon incurring a Severance from Employment. (A) Qualified Military Service. Service includes any qualified military service the Plan must credit for contributions and benefits in order to satisfy the crediting of Service requirements of Code §414(u). A Participant whose employment is interrupted by qualified military service under Code §414(u) or who is on a leave of absence for qualified military service under Code §414(u) may elect to make additional Salary Reduction Contributions upon resumption of employment with the Employer equal to the maximum Deferral Contributions that the Participant could have elected during that period if the Participant's employment with the Employer had continued (at the same level of Compensation) without the interruption of leave, reduced by the Deferral Contributions, if any, actually made for the Participant during the period of the interruption or leave. This right applies for five years following the resumption of employment (or, if sooner, for a period equal to three times the period of the interruption or leave). The Employer shall make appropriate make-up Nonelective Contributions and Matching Contributions for such a Participant as required under Code §414(u). The Plan shall apply limitations of Article III to all Deferral Contributions under this paragraph with respect to the year to which the Deferral Contribution relates. (B) "Continuous Service" as the Adoption Agreement describes means Service with the Employer during which the Employee does not incur a Severance from Employment. (C) "Severance from Employment." (1) Employee. An Employee has a Severance from Employment when the Employee ceases to be an Employee of the Employer. A Participant does not incur a Severance from Employment if, in connection with a change in employment, the Participant's new employer continues or assumes sponsorship of the Plan or accepts a Transfer of Plan assets as to the Participant. (2) Independent Contractor. An Independent Contractor has a Severance from Employment when the contract(s) under which the Independent Contractor performs services for the Employer expires (or otherwise terminates), unless the Employer anticipates a renewal of the contractual relationship or the Independent Contractor becoming an Employee. The Employer anticipates renewal if it intends to contract for the services provided under the expired contract and neither the Employer nor the Independent Contractor has eliminated the Independent Contractor as a potential provider of such services under the new contract. Further, the Employer intends to contract for services conditioned only upon the Employer's need for the services provided under the expired contract or the Employer's availability of funds. Notwithstanding the preceding provisions of this Section 1.31, the Plan Administrator will consider an Independent Contractor to have incurred a Severance from Employment: (a) if the Plan Administrator or Trustee will not pay any Deferred Compensation to an Independent Contractor who is a Participant before a date which is at least twelve months after the expiration of the Independent Contractor's contract (or the last to expire of such contracts) to render Services to the Employer; and (b) if before the applicable twelve-month payment date, the Independent Contractor performs Service as an Independent Contractor or as an Employee, the Plan Administrator or Trustee will not pay to the Independent Contractor his or her Deferred Compensation on the applicable date. (3) Deemed Severance. Notwithstanding Section 1.05(F), if the Employer elects in the Adoption Agreement, then if a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of amounts not subject to Code §412. However, the Plan will not distribute such a Participant's Account on account of this deemed severance unless the Participant specifically elects to receive a benefit distribution hereunder. If a Participant elects to receive a distribution on account of this deemed severance, then no Deferral Contributions may be made for the Participant during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account of another Plan provision, then the other Plan provision will control and the 6-month suspension will not apply. 1.32 "State" means (a) one of the 50 states of the United States or the District of Columbia, or (b) a political subdivision of a State, or any agency or instrumentality of a State or its political subdivision. A State does not include the federal government or any agency or instrumentality thereof. 1.33 "Substantial Risk of Forfeiture" exists if the Plan expressly conditions a Participant's right to Deferred Compensation upon the Participant's future performance of substantial Service for the Employer. 1.34 "Tax-Exempt Organization" means any tax-exempt organization other than a governmental unit or a church or qualified church-controlled organization within the meaning of Code §3121(w)(3). 1.35 "Taxable Year" means the calendar year or other taxable year of a Participant. 1.36 "Transfer" means a transfer of Eligible 457 Plan assets to another Eligible 457 Plan which is not a Rollover Contribution and which is made in accordance with Section 9.03. 1.37 "Trust" means the Trust created under the adopting Employer's Plan. A Trust required under a Governmental Eligible 457 Plan is subject to Article VIII. Any Trust under a Tax-Exempt Organization Eligible 457 Plan is subject to Section 5.09. 1.38 "Trustee" means the person or persons who as Trustee execute the Employer's Adoption Agreement, or any successor in office who in writing accepts the position of Trustee. 1.39 Type of 457 Plan. This Plan is an Eligible 457 Plan, which is a plan which satisfies the requirements of Code §457(b) and Treas. Reg. §§1.457-3 through -10. The Employer in the Adoption Agreement must specify whether the plan is either a Governmental Eligible 457 Plan or a Tax-Exempt Organization Eligible 457 Plan, as defined below: 160 Item b. Eligible 457 Plan © 2020 5 (A) "Governmental Eligible 457 Plan" means an Eligible 457 Plan established by a State. (B) "Tax-Exempt Organization Eligible 457 Plan" means an Eligible 457 Plan established by a Tax-Exempt Organization. 1.40 "Vested" means a Participant's Deferral Contributions that are not subject to a Substantial Risk of Forfeiture, including a vesting schedule. 161 Item b. Eligible 457 Plan © 2020 6 ARTICLE II ELIGIBILITY AND PARTICIPATION 2.01 ELIGIBILITY. Each Employee who is not an Excluded Employee becomes a Participant in the Plan in accordance with the eligibility conditions and as of the Plan Entry Date the Employer elects in the Adoption Agreement. If this Plan is a restated Plan, each Employee who was a Participant in the Plan on the day before the Effective Date continues as a Participant in the Plan, irrespective of whether he/she satisfies the eligibility conditions in the restated Plan, unless the Employer indicates otherwise in the Adoption Agreement. 2.02 PARTICIPATION UPON RE-EMPLOYMENT. A Participant who incurs a Severance from Employment will re-enter the Plan as a Participant on the date of his or her re-employment. An Employee who satisfies the Plan's eligibility conditions but who incurs a Severance from Employment prior to becoming a Participant will become a Participant on the later of the Plan Entry Date on which he/she would have entered the Plan had he/she not incurred a Severance from Employment or the date of his or her re-employment. Any Employee who incurs a Severance from Employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with the Adoption Agreement. 2.03 CHANGE IN EMPLOYMENT STATUS. If a Participant has not incurred a Severance from Employment but ceases to be eligible to participate in the Plan, by reason of becoming an Excluded Employee, the Plan Administrator must treat the Participant as an Excluded Employee during the period such a Participant is subject to the Adoption Agreement exclusion. The Plan Administrator determines a Participant's sharing in the allocation of Employer Contributions by disregarding his or her Compensation paid by the Employer for services rendered in his or her capacity as an Excluded Employee. However, during such period of exclusion, the Participant, without regard to employment classification, continues to share fully in Plan income allocations under Section 5.07 and to accrue vesting service if applicable. 162 Item b. Eligible 457 Plan © 2020 7 ARTICLE III DEFERRAL CONTRIBUTIONS/LIMITATIONS 3.01 AMOUNT. (A) Contribution Formula. For each Plan Year, or other period the Employer specifies in the Adoption Agreement, the Employer will contribute to the Plan the type and amount of Deferral Contributions the Employer elects in the Adoption Agreement. (B) Return of Contributions. The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact. If the Plan has a Trust, the Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer's contribution (adjusted for net income, gain or loss) made by the Employer on account of a mistake of fact. The Trustee will not return any portion of the Employer's contribution under the provisions of this paragraph more than one year after the Employer made the contribution on account of a mistake of fact. In addition, if any Participant Salary Reduction Contribution is due to a mistake of fact, the Employer or the Trustee upon written request from the Employer shall return the Participant's contribution (adjusted for net income, gain or loss), within one year after payment of the contribution. The Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable. (C) Time of Payment of Contribution. If the Plan has a Trust, the Employer may pay its contributions for each Plan Year to the Trust in one or more installments and at such time(s) as the Employer determines, without interest. A Governmental Employer shall deposit Salary Reduction Contributions to the Trust within a period that is not longer than is reasonable for the administration of Participant Accounts. 3.02 SALARY REDUCTION CONTRIBUTIONS. The Employer in the Adoption Agreement must elect whether the Plan permits Salary Reduction Contributions, and also the Plan limitations, if any, which apply to Salary Reduction Contributions. Unless the Employer elects otherwise in the Adoption Agreement, all such limitations apply on a payroll basis. (A) Deferral from Sick, Vacation and Back Pay. The Employer in the Adoption Agreement must elect whether to permit Participants to make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay. (B) Automatic Enrollment. The Employer in the Adoption Agreement may provide for automatic Salary Reduction Contributions of a specified amount, subject to giving notice to affected Participants of the automatic election and of their right to make a contrary election. A Governmental Employer under an Eligible 457 Plan may elect to provide an Eligible Automatic Contribution Arrangement ("EACA"). If the Employer elects to provide an EACA, the Employer will amend the Plan to add necessary language. (C) Application to Leave of Absence and Disability. Unless a Participant in his or her Salary Reduction Agreement elects otherwise, the Participant's Salary Reduction Agreement shall continue to apply during the Participant's leave of absence or the Participant's disability (as the Plan Administrator shall establish), if the Participant has Compensation other than imputed compensation or disability benefits. (D) Post-severance deferrals limited to Post-Severance Compensation. Deferrals are permitted from an amount received following Severance from Employment only if the amount is Post-Severance Compensation. 3.03 MATCHING CONTRIBUTIONS. The Employer in the Adoption Agreement must elect whether the Plan permits Matching Contributions and, if so, the type(s) of Matching Contributions, the time period applicable to any Matching Contribution formula, and as applicable, the amount of Matching Contributions and the Plan limitations, if any, which apply to Matching Contributions. Any Matching Contributions apply to age 50 catch-up contributions, if any, and to any Normal Retirement Age catch-up contributions unless the Employer elects otherwise in the Adoption Agreement. 3.04 NORMAL LIMITATION. Except as provided in Sections 3.05 and 3.06, a Participant's maximum Deferral Contributions (excluding Rollover Contributions and Transfers) under this Plan for a Taxable Year may not exceed the lesser of: (a) The applicable dollar amount as specified under Code §457(e)(15) (or such larger amount as the Commissioner of the Internal Revenue may prescribe), or (b) 100% of the Participant's Includible Compensation for the Taxable Year. 3.05 NORMAL RETIREMENT AGE CATCH-UP CONTRIBUTION. If selected in the Adoption Agreement, a Participant may elect to make this catch-up election. For one or more of the Participant's last three Taxable Years ending before the Taxable Year in which the Participant attains Normal Retirement Age, the Participant's maximum Deferral Contributions may not exceed the lesser of: (a) Twice the dollar amount under Section 3.04(a) Normal Limitation, or (b) the underutilized limitation. (A) Underutilized Limitation. A Participant's underutilized limitation is equal to the sum of: (i) the normal limitation for the Taxable Year, and (ii) the normal limitation for each of the prior Taxable Years of the Participant commencing after 1978 during which the Participant was eligible to participate in the Plan and the Participant's Deferral Contributions were subject to the Normal Limitation or any other Code §457(b) limit, less the amount of Deferral Contributions for each such prior Taxable Year, excluding age 50 catch-up contributions. (B) Normal Retirement Age. Normal Retirement Age is the age the Employer specifies in the Adoption Agreement provided that the age may not be: (i) earlier than the earliest of age 65 or the age at which Participants have the right to retire and receive under the Employer's defined benefit plan (or money purchase plan if the Participant is not eligible to participate in a defined benefit plan) immediate retirement benefits without actuarial or other reduction because of retirement before a later specified age; or (ii) later than age 70 1/2. (1) Participant Designation. The Employer in the Adoption Agreement may permit a Participant to designate his or her Normal Retirement Age as any age including or between the foregoing ages. 163 Item b. Eligible 457 Plan © 2020 8 (2) Multiple 457 Plans. If the Employer maintains more than one Eligible 457 Plan, the Plans may not permit any Participant to have more than one Normal Retirement Age under the Plans. (3) Police and Firefighters. In a Governmental Eligible 457 Plan with qualified police or firefighter Participants within the meaning of Code §415(b)(2)(H)(ii)(I), the Employer in the Adoption Agreement may elect (or permit the qualified Participants to elect) a Normal Retirement Age as early as age 40 and as late as age 70 1/2. (C) Pre-2002 Coordination. In determining a Participant's underutilized limitation, the Plan Administrator, in accordance with Treas. Reg. §1.457-4(c)(3)(iv), must apply the coordination rule in effect under now repealed Code §457(c)(2). The Plan Administrator also must determine the Normal Limitation for pre-2002 Taxable Years in accordance with Code §457(b)(2) as then in effect. 3.06 AGE 50 CATCH-UP CONTRIBUTION. An Employer sponsoring a Governmental Eligible 457 Plan must specify in the Adoption Agreement whether the Participants are eligible to make age 50 catch-up contributions. If an Employer elects to permit age 50 catch-up contributions, all Employees who are eligible to make Salary Reduction Contributions under this Plan and who have attained age 50 before the close of the Taxable Year are eligible to make age 50 catch-up contributions for that Taxable Year in accordance with, and subject to the limitations of, Code §414(v). Such catch-up contributions are not taken into account for purposes of the provisions of the Plan implementing the required limitations of Code §457. If, for a Taxable Year, an Employee makes a catch-up contribution under Section 3.05, the Employee is not eligible to make age 50 catch-up contributions under this Section 3.06. A catch-up eligible Participant in each Taxable Year is entitled to the greater of the amount determined under Section 3.05 or Section 3.06 Catch-Up Amount plus the Section 3.04 Normal Limitation. 3.07 CONTRIBUTION ALLOCATION. The Plan Administrator will allocate to each Participant's Account his or her Deferral Contributions. The Employer will allocate Employer Nonelective and Matching Contributions to the Account of each Participant who satisfies the allocation conditions in the Adoption Agreement in the following manner: (a) Fixed match. To the extent the Employer makes Matching Contributions under a fixed Adoption Agreement formula, the Plan Administrator will allocate the Matching Contribution to the Account of the Participant on whose behalf the Employer makes that contribution. A fixed Matching Contribution formula is a formula under which the Employer contributes a specified percentage or dollar amount on behalf of a Participant based on that Participant's Salary Reduction Contributions. (b) Discretionary match. To the extent the Employer makes Matching Contributions under a discretionary Adoption Agreement formula, the Plan Administrator will allocate the Matching Contributions to a Participant's Account in the same proportion that each Participant's Salary Reduction Contributions taken into account under the formula bear to the total Salary Reduction Contributions of all Participants. (c) Tiered match. If the Matching Contribution formula is a tiered formula, the Plan Administrator will allocate separately the Matching Contributions with respect to each tier of Salary Reduction Contributions, in accordance with the tiered formula. (d) Discretionary nonelective. The Plan Administrator will allocate discretionary Nonelective Contributions for a Plan Year in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year, unless the Employer elects otherwise in the Adoption Agreement. (e) Fixed nonelective. The Plan Administrator will allocate fixed Nonelective Contributions for a Plan Year in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year, unless the Employer elects otherwise in the Adoption Agreement. (f) Other nonelective. The Plan Administrator will allocate Nonelective Contributions for a Plan Year as specified in the Adoption Agreement. 3.08 ALLOCATION CONDITIONS. The Plan Administrator will determine the allocation conditions applicable to Nonelective Contributions or to Matching Contributions (or to both) in accordance with the Employer's elections in the Adoption Agreement. The Plan Administrator will not allocate to a Participant any portion of an Employer Contribution (or forfeiture if applicable) for a Plan Year or applicable portion thereof in which the Participant does not satisfy the applicable allocation condition(s). 3.09 ROLLOVER CONTRIBUTIONS. If elected in the Adoption Agreement, an Employer sponsoring a Governmental Eligible 457 Plan may permit Rollover Contributions. (A) Operational Administration. The Employer, operationally and on a nondiscriminatory basis, may elect to limit an eligible Employee's right or a Participant's right to make a Rollover Contribution. Any Participant (or as applicable, any eligible Employee), with the Employer's written consent and after filing with the Trustee the form prescribed by the Plan Administrator, may make a Rollover Contribution to the Trust. Before accepting a Rollover Contribution, the Trustee may require a Participant (or eligible Employee) to furnish satisfactory evidence the proposed transfer is in fact a "Rollover Contribution" which the Code permits an employee to make to an eligible retirement plan. The Trustee, in its sole discretion, may decline to accept a Rollover Contribution of property which could: (1) generate unrelated business taxable income; (2) create difficulty or undue expense in storage, safekeeping or valuation; or (3) create other practical problems for the Trust. (B) Pre-Participation Rollover. If an eligible Employee makes a Rollover Contribution to the Trust prior to satisfying the Plan's eligibility conditions, the Plan Administrator and Trustee must treat the Employee as a limited Participant (as described in Rev. Rul. 96-48 or in any successor ruling). A limited Participant does not share in the Plan's allocation of any Employer Contributions and may not make Salary Reduction Contributions until he/she actually becomes a Participant in the Plan. If a limited Participant has a Severance from Employment prior to becoming a Participant in the Plan, the Trustee will distribute his or her Rollover Contributions Account to the limited Participant in accordance with Article IV. (C) Separate Accounting. If an Employer permits Rollover Contributions, the Plan Administrator must account separately for: (1) amounts rolled into this Plan from an eligible retirement plan (other than from another Governmental Eligible 457 plan); and (2) amounts rolled into this Plan from another Governmental Eligible 457 Plan The Plan Administrator for purposes of ordering any subsequent distribution from this Plan, 164 Item b. Eligible 457 Plan © 2020 9 may designate a distribution from a Participant's Rollover Contributions as coming first from either of (1) or (2) above if the Participant has both types of Rollover Contribution Accounts. (D) May Include Roth Deferrals. If this Plan is an eligible governmental 457(b) plan which accepts Roth Elective Deferrals, then a Rollover Contribution may include Roth Deferrals made to another plan, as adjusted for Earnings. Such amounts must be directly rolled over into this Plan from another plan which is qualified under Code §401(a), from a 403(b) plan, or from an eligible governmental 457 plan. The Plan must account separately for the Rollover Contribution, including the Roth Deferrals and the Earnings thereon. (E) In-Plan Roth Rollover Contributions. A Governmental Employer under an Eligible 457 Plan may elect to permit In- Plan Roth Rollover Contribution. If the Employer decides to permit In-Plan Roth Rollover Contributions, the Employer will amend the Plan to add necessary language. 3.10 DISTRIBUTION OF EXCESS DEFERRALS. In the event that a Participant has Excess Deferrals, the Plan will distribute to the Participant the Excess Deferrals and allocable net income, gain or loss, in accordance with this Section 3.10. (A) Governmental Eligible 457 Plan. The Plan Administrator will distribute Excess Deferrals from a Governmental Eligible 457 Plan as soon as is reasonably practicable following the Plan Administrator's determination of the amount of the Excess Deferral. (B) Tax-Exempt Organization Eligible 457 Plan. The Plan Administrator will distribute Excess Deferrals from a Tax-Exempt Organization Eligible 457 Plan no later than April 15 following the Taxable Year in which the Excess Deferral occurs. (C) Plan Aggregation. If the Employer maintains more than one Eligible 457 Plan, the Employer must aggregate all such Plans in determining whether any Participant has Excess Deferrals. (D) Individual Limitation. If a Participant participates in another Eligible 457 Plan maintained by a different employer, and the Participant has Excess Deferrals, the Plan Administrator may, but is not required, to correct the Excess Deferrals by making a corrective distribution from this Plan. 3.11 DEEMED IRA CONTRIBUTIONS. A Governmental Employer under an Eligible 457 Plan may elect to permit Participants to make IRA contributions to this Plan in accordance with the Code §408(q) deemed IRA rules. If the Employer elects to permit deemed IRA contributions to the Plan, the Employer will amend the Plan to add necessary IRA language and either the Rev. Proc. 2003-13 sample deemed IRA language or an appropriate substitute. 3.12 ROTH ELECTIVE DEFERRALS. The Employer may elect in the Adoption Agreement to permit Roth Elective Deferrals. Unless elected otherwise, Roth Elective Deferrals shall be treated in the same manner as Elective Deferrals. The Employer may, in operation, implement deferral election procedures provided such procedures are communicated to Participants and permit Participants to modify their elections at least once each Plan Year. (A) Elective Deferrals. "Elective Deferral" means a contribution the Employer makes to the Plan pursuant to a Participant's Salary Reduction Agreement, as described in Section 3.02. The term "Elective Deferrals" includes Pre-tax Elective Deferrals and Roth Elective Deferrals. (B) Pre-Tax Elective Deferrals. "Pre-Tax Elective Deferrals" means a Participant's Salary Reduction Contributions which are not includible in the Participant's gross income at the time deferred and have been irrevocably designated as Pre-Tax Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Pre-Tax Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Pre-Tax Elective Deferrals. (C) Roth Elective Deferrals. "Roth Elective Deferrals" means a Participant's Salary Reduction Contributions that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Roth Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Roth Elective Deferrals. However, forfeitures may not be allocated to such account. The Plan must also maintain a record of a Participant's investment in the contract (i.e., designated Roth contributions that have not been distributed) and the year in which the Participant first made a Roth Elective Deferral. (D) Ordering Rules for Distributions. The Administrator operationally may implement an ordering rule procedure for withdrawals (including, but not limited to, withdrawals on account of an unforeseeable emergency) from a Participant's accounts attributable to Pre-Tax Elective Deferrals or Roth Elective Deferrals. Such ordering rules may specify whether the Pre-Tax Elective Deferrals or Roth Elective Deferrals are distributed first. Furthermore, such procedure may permit the Participant to elect which type of Elective Deferrals shall be distributed first. (E) Corrective distributions attributable to Roth Elective Deferrals. For any Plan Year in which a Participant may make both Roth Elective Deferrals and Pre-Tax Elective Deferrals, the Administrator operationally may implement an ordering rule procedure for the distribution of Excess Deferrals (Treas. Reg. §1.457-4(e)). Such an ordering rule may specify whether the Pre-Tax Elective Deferrals or Roth Elective Deferrals are distributed first, to the extent such type of Elective Deferrals was made for the year. Furthermore, such procedure may permit the Participant to elect which type of Elective Deferrals shall be distributed first. (F) Loans. If Participant loans are permitted under the Plan, then the Administrator may modify the loan policy or program to provide limitations on the ability to borrow from, or use as security, a Participant's Roth Elective Deferral account. Similarly, the loan policy or program may be modified to provide for an ordering rule with respect to the default of a loan that is made from the Participant's Roth Elective Deferral account and other accounts under the Plan. (G) Rollovers. A direct rollover of a distribution from Roth Elective Deferrals shall only be made to a Plan which includes Roth Elective Deferrals as described in Code §402A(e)(1) or to a Roth IRA as described in Code §408A, and only to the extent the rollover is permitted under the rules of Code §402(c). The Plan shall accept a rollover contribution of Roth Elective Deferrals only if it is a direct rollover from another Plan which permits Roth Elective Deferrals as described in Code 165 Item b. Eligible 457 Plan © 2020 10 §402A(e)(1) and only to the extent the rollover is permitted under the rules of Code §402(c). The Employer, operationally and on a uniform and nondiscriminatory basis, may decide whether to accept any such rollovers. The Plan shall not provide for a direct rollover (including an automatic rollover) for distributions from a Participant's Roth Elective Deferral account if the amount of the distributions that are eligible rollover distributions are reasonably expected to total less than $200 during a year. In addition, any distribution from a Participant's Roth Elective Deferrals are not taken into account in determining whether distributions from a Participant's other accounts are reasonably expected to total less than $200 during a year. Furthermore, the Plan will treat a Participant's Roth Elective Deferral account and the Participant's other accounts as held under two separate plans for purposes of applying the automatic rollover rules. However, eligible rollover distributions of a Participant's Roth Elective Deferrals are taken into account in determining whether the total amount of the Participant's account balances under the Plan exceed the Plan's limits for purposes of mandatory distributions from the Plan. The provisions of the Plan that allow a Participant to elect a direct rollover of only a portion of an eligible rollover distribution but only if the amount rolled over is at least $500 is applied by treating any amount distributed from a Participant's Roth Elective Deferral account as a separate distribution from any amount distributed from the Participant's other accounts in the Plan, even if the amounts are distributed at the same time. (H) Automatic Enrollment. If the Plan utilizes an automatic enrollment feature as described in Section 3.02(B), then any such automatic contribution shall be a Pre-Tax Elective Deferral. (I) Operational Compliance. The Plan Administrator will administer Roth Elective Deferrals in accordance with applicable regulations or other binding authority. 3.13 BENEFIT ACCRUAL. If the Employer elects to apply this Section, then effective as of the date adopted, for benefit accrual purposes, the Plan treats an individual who dies or becomes disabled (as defined under the terms of the Plan) while performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual's reemployment rights under USERRA, on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability. (A) Determination of benefits. The amount of Matching Contributions to be made pursuant to this Section 3.13 shall be determined as though the amount of Salary Reduction Contributions of an individual treated as reemployed under this Section on the basis of the individual's average actual Salary Reduction Contributions for the lesser of: (i) the 12-month period of service with the Employer immediately prior to qualified military service; or (ii) the actual length of continuous service with the Employer. 3.14 ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA). As elected in the Adoption Agreement, the Employer maintains a Plan with automatic enrollment provisions as an Eligible Automatic Contribution Arrangement ("EACA"). Accordingly, the Plan will satisfy the (1) uniformity requirements, and (2) notice requirements under this Section. (A) Uniformity. The Automatic Deferral Percentage must be a uniform percentage of Compensation. All Participants in the EACA, are subject to Automatic Deferrals, except to the extent otherwise provided in this Plan. If a Participant's Affirmative Election expires or otherwise ceases to be in effect, the Participant will immediately thereafter be subject to Automatic Deferrals, except to the extent otherwise provided in this Plan. However, the Plan does not violate the uniform Automatic Deferral Percentage merely because the Plan applies any of the following provisions: (a) Years of participation. The Automatic Deferral Percentage varies based on the number of plan years the Participant has participated in the Plan while the Plan has applied EACA provisions; (b) No reduction from prior default percentage. The Plan does not reduce an Automatic Deferral Percentage that, immediately prior to the EACA's effective date was higher (for any Participant) than the Automatic Deferral Percentage; (c) Applying statutory limits. The Plan limits the Automatic Deferral amount so as not to exceed the limits of Code Section 457(b)(2) (determined without regard to Age 50 Catch-Up Deferrals). (B) EACA notice. The Plan Administrator annually will provide a notice to each Participant a reasonable period prior to each plan year the Employer maintains the Plan as an EACA ("EACA Plan Year"). (a) Deemed reasonable notice/new Participant. The Plan Administrator is deemed to provide timely notice if the Plan Administrator provides the EACA notice at least 30 days and not more than 90 days prior to the beginning of the EACA Plan Year. (b) Mid-year notice/new Participant or Plan. If: (a) an Employee becomes eligible to make Salary Reduction Contributions in the Plan during an EACA Plan Year but after the Plan Administrator has provided the annual EACA notice for that plan year; or (b) the Employer adopts mid-year a new Plan as an EACA, the Plan Administrator must provide the EACA notice no later than the date the Employee becomes eligible to make Salary Reduction Contributions. However, if it is not practicable for the notice to be provided on or before the date an Employee becomes a Participant, then the notice will nonetheless be treated as provided timely if it is provided as soon as practicable after that date and the Employee is permitted to elect to defer from all types of Compensation that may be deferred under the Plan earned beginning on that date. (c) Content. The EACA notice must provide comprehensive information regarding the Participants' rights and obligations under the Plan and must be written in a manner calculated to be understood by the average Participant in accordance with applicable guidance. (C) EACA permissible withdrawal. If elected in in the Adoption Agreement, a Participant who has Automatic Deferrals under the EACA may elect to withdraw all the Automatic Deferrals (and allocable earnings) under the provisions of this Section 3.14. Any distribution made pursuant to this Section will be processed in accordance with normal distribution provisions of the Plan. (a) Amount. If a Participant elects a permissible withdrawal under this Section, then the Plan must make a 166 Item b. Eligible 457 Plan © 2020 11 distribution equal to the amount (and only the amount) of the Automatic Deferrals made under the EACA (adjusted for allocable gains and losses to the date of the distribution).The Plan may separately account for Automatic Deferrals, in which case the entire account will be distributed. If the Plan does not separately account for the Automatic Deferrals, then the Plan must determine earnings or losses in a manner similar to the rules of Treas. Reg. §1.401(k)-2(b)(2)(iv) for distributions of excess contributions. (b) Fees. Notwithstanding the above, the Plan Administrator may reduce the permissible distribution amount by any generally applicable fees. However, the Plan may not charge a greater fee for distribution under this Section than applies to other distributions. The Plan Administrator may adopt a policy regarding charging such fees consistent with this paragraph. (c) Timing. The Participant may make an election to withdraw the Automatic Deferrals under the EACA no later than 90 days, or such shorter period as specified in the Adoption Agreement, after the date of the first Automatic Deferral under the EACA. For this purpose, the date of the first Automatic Deferral is the date that the Compensation subject to the Automatic Deferral otherwise would have been includible in the Participant's gross income. Furthermore, a Participant's withdrawal right is not restricted due to the Participant making an Affirmative Election during the 90 day period (or shorter period as specified in Adoption Agreement.). (d) Rehired Employees. For purposes of this Section, an Employee who for an entire Plan Year did not have contributions made pursuant to a default election under the EACA will be treated as having not had such contributions for any prior Plan Year as well. (e) Effective date of the actual withdrawal election: The effective date of the permissible withdrawal will be as soon as practicable, but in no event later than the earlier of (1) the pay date of the second payroll period beginning after the election is made, or (2) the first pay date that occurs at least 30 days after the election is made. The election will also be deemed to be an Affirmative Election to have no Salary Reduction Contributions made to the Plan. (f) Related matching contributions. The Plan Administrator will not take any deferrals withdrawn pursuant to this section into account in computing the contribution and allocation of matching contributions, if any. If the Employer has already allocated matching contributions to the Participant's account with respect to deferrals being withdrawn pursuant to this Section, then the matching contributions, as adjusted for gains and losses, must be forfeited. Except as otherwise provided, the Plan will use the forfeited contributions to reduce future contributions or to reduce plan expenses. (D) Compensation. Compensation for purposes of determining the amount of Automatic Deferrals has the same meaning as Compensation with regard to Salary Reduction Contributions in general. (E) Definitions. (a) Definition of Automatic Deferral. An Automatic Deferral is a Salary Reduction Contribution that results from the operation of this Article III. Under the Automatic Deferral, the Employer automatically will reduce by the Automatic Deferral Percentage as elected the Compensation of each Participant subject to the EACA. The Plan Administrator will cease to apply the Automatic Deferral to a Participant who makes an Affirmative Election as defined in this Section. (b) Definition of Automatic Deferral Percentage/Increases. The Automatic Deferral Percentage is the percentage of Automatic Deferral (including any scheduled increase to the Automatic Deferral Percentage the Employer may elect). (c) Effective date of EACA Automatic Deferral. The effective date of an Employee's Automatic Deferral will be as soon as practicable after the Employee is subject to Automatic Deferrals under the EACA, consistent with (a) applicable law, and (b) the objective of affording the Employee a reasonable period of time after receipt of the notice to make an Affirmative Election (and, if applicable, an investment election). (d) Definition of Affirmative Election. An Affirmative Election is a Participant's election made after the EACA's Effective Date not to defer any Compensation or to defer more or less than the Automatic Deferral Percentage. (e) Effective Date of Affirmative Election. A Participant's Affirmative Election generally is effective as of the first payroll period which follows the payroll period in which the Participant made the Affirmative Election. However, a Participant may make an Affirmative Election which is effective: (a) for the first payroll period in which he or she becomes a Participant if the Participant makes an Affirmative Election within a reasonable period following the Participant's entry date and before the Compensation to which the Election applies becomes currently available; or (b) for the first payroll period following the EACA's effective date, if the Participant makes an Affirmative Election not later than the EACA's effective date. 3.15 IN-PLAN ROTH ROLLOVER CONTRIBUTION (a) Employer Election. The Employer in its Adoption Agreement in which the Employer has elected to permit Roth Deferrals also will elect whether to permit an In-Plan Roth Rollover Contribution in accordance with this Section with regard to otherwise distributable amounts and/or otherwise nondistributable amounts. If the Employer elects to permit such contributions, the Employer in its Adoption Agreement will specify the Effective Date thereof which may not be earlier than distributions made after September 27, 2010, and may not be earlier than January 1, 2013 in the case of rollovers of otherwise nondistributable amounts. An In-Plan Roth Rollover Contribution means a Rollover Contribution to the Plan that consists of a distribution or transfer from a Participant's Plan Account, other than a Roth Deferral Account, that the Participant transfers to the Participant's In-Plan Roth Rollover Contribution Account in the Plan, in accordance with Code §402(c)(4). In-Plan Roth Rollover Contributions will be subject to the Plan rules related to Roth Deferral Accounts, subject to preservation of protected benefits. (b) Eligibility for Distribution and Rollover. A Participant may not make an In-Plan Roth Rollover Contribution with regard to an otherwise distributable amount which is not an Eligible Rollover Distribution. (1) Parties eligible to elect. For purposes of eligibility for an In-Plan Roth Rollover, the Plan will treat a Participant's surviving spouse Beneficiary or alternate payee spouse or alternate payee former spouse as a Participant. A non-spouse Beneficiary may not make an In-Plan Roth Rollover. (2) Distribution from partially Vested account. In- Plan Roth Rollovers are permitted only from Vested amounts allocated to a qualifying source but may be made from partially Vested Accounts. If a distribution is made to a Participant who 167 Item b. Eligible 457 Plan © 2020 12 has not incurred a Severance from Employment and who is not fully Vested in the Participant's Account from which the In-Plan Roth Rollover Contribution is to be made, and the Participant may increase the Vested percentage in such Account. (c) Form and Source of Rollover. (1) Direct Rollover. An In-Plan Roth Rollover Contribution may be made only by a Direct Rollover. (2) Account source. A Participant may make an In-Plan Roth Rollover from any account (other than a Roth account). (3) Cash or in-kind. The Plan Administrator will effect an In-Plan Roth Rollover Contribution by rolling over the Participant's current investments to the In-Plan Roth Rollover Account. A Plan loan so rolled over without changing the repayment schedule is not treated as a new loan. However the Employer may provide that loans cannot be rolled over in an In- Plan Roth Rollover. (4) No Rollover or Distribution Treatment. Notwithstanding any other Plan provision, an In-Plan Roth Rollover Contribution is not a Rollover Contribution for purposes of the Plan. Accordingly: (a) if the Employer in its Adoption Agreement has elected $5,000 as the Plan limit on Mandatory Distributions, the Plan Administrator will take into account amounts attributable to an In-Plan Roth Rollover Contribution, in determining if the $5,000 limit is exceeded, regardless of the Employer's election as to whether to count Rollover Contributions for this purpose; (b) no spousal consent is required for a Participant to elect to make an In-Plan Roth Rollover Contribution; (c) protected benefits with respect to the amounts subject to the In-Plan Roth Rollover are preserved; and (d) mandatory 20% federal income tax withholding does not apply to the In Plan Roth Rollover Contribution. (5) In-Plan Roth Rollover Contribution Account. An In-Plan Roth Rollover Contribution Account is a sub- account the Plan Administrator may establish to account for a Participant's Rollover Contributions attributable to the Participant's In-Plan Roth Rollover Contributions. The Plan Administrator has authority to establish such a sub-account, and to the extent necessary, may establish sub-accounts based on the source of the In-Plan Roth Rollover Contribution. The Plan Administrator will administer an In-Plan Roth Rollover Contribution Account in accordance with Code and the Plan provisions. 168 Item b. Eligible 457 Plan © 2020 13 ARTICLE IV TIME AND METHOD OF PAYMENT OF BENEFITS 4.01 DISTRIBUTION RESTRICTIONS. Except as the Plan provides otherwise, the Plan Administrator or Trustee may not distribute to a Participant the amounts in his or her Account prior to one of the following events: (a) The Participant's attaining age 70 1/2; (b) The Participant's Severance from Employment; or (c) The Participant's death. 4.02 TIME AND METHOD OF PAYMENT OF ACCOUNT. The Plan Administrator, or Trustee at the direction of the Plan Administrator, will distribute to a Participant who has incurred a Severance from Employment the Participant's Vested Account under one or any combination of payment methods and at the time(s) the Adoption Agreement specifies. If the Adoption Agreement permits more than one time or method, the Plan Administrator, in the absence of a Participant election described below, will determine the time and method applicable to a particular Participant. In no event will the Plan Administrator direct (or direct the Trustee to commence) distribution, nor will the Participant elect to have distribution commence, later than the Participant's required beginning date, or under a method that does not satisfy Section 4.03. (A) Participant Election of Time and Method. The Employer in the Adoption Agreement must elect whether to permit Participants to elect the timing and method of distribution of their Account in accordance with this Section 4.02. The Plan Administrator must consent to the specific terms of any such Participant election and the Plan Administrator in its sole discretion may withhold consent. Subject to the foregoing conditions, a Participant: (1) may elect to postpone distribution of his or her Account beyond the time the Employer has elected in the Adoption Agreement, to any fixed or determinable date including, but not beyond, the Participant's required beginning date; and (2) may elect the method of payment. A Participant in a Tax Exempt Organization Eligible 457 Plan may elect the timing and method of payment of his or her Account no later than 30 days before the date the Plan Administrator or Trustee first would commence payment of the Participant's Account in accordance with the Adoption Agreement. The Plan Administrator must furnish to the Participant a form for the Participant to elect the time and a method of payment. A Participant in a Governmental Eligible 457 Plan is not subject to any such requirement in election the timing or method of payment. (B) Number of Initial Elections/Subsequent Elections. A Participant in a Tax-Exempt Organization Eligible 457 Plan may make any number of elections or revoke any prior election under Section 4.02(A) within the election period. Once the initial election period expires, a Participant, before payment would commence under the Participant's initial election, may make one additional election to defer (but not to accelerate) the timing of payment of his or her Account and also as to the method of payment. (C) No Election/Default. If the Participant does not make a timely election regarding the time and method of payment, the Plan Administrator will pay or direct the Trustee to pay the Participant's Account in accordance with the Adoption Agreement. (D) Mandatory Distribution. The Employer in the Adoption Agreement will elect whether the Plan will make Mandatory Distributions. If the Employer elects Mandatory Distributions, the Employer may determine operationally whether to include Rollover Contributions in determining whether the Participant is subject to Mandatory Distributions. 4.03 REQUIRED MINIMUM DISTRIBUTIONS. The Plan Administrator may not distribute nor direct the Trustee to distribute the Participant's Account, nor may the Participant elect any distribution his or her Account, under a method of payment which, as of the required beginning date, does not satisfy the minimum distribution requirements of Code §401(a)(9) or which is not consistent with applicable Treasury regulations. (A) General Rules. (1) Precedence. The requirements of this Section 4.03 will take precedence over any inconsistent provisions of the Plan. (2) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 4.03 will be determined and made in accordance with the Treasury regulations under Code §401(a)(9). (B) Time and Manner of Distribution. (1) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. (2) Death of Participant Before Distribution Begins. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (a) Spouse Designated Beneficiary. If the Participant's surviving spouse is the Participant's sole designated Beneficiary, then, except as the Employer may elect in the Adoption Agreement, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant dies, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. (b) Non-Spouse Designated Beneficiary. If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, then, except as the Employer may elect in the Adoption Agreement, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) No Designated Beneficiary. If there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (d) Death of Spouse. If the Participant's surviving spouse is the Participant's sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 4.03(B)(2) other than Section 4.03(B)(2)(a), will apply as if the surviving spouse were the Participant. 169 Item b. Eligible 457 Plan © 2020 14 For purposes of this Section 4.03(B) and Section 4.03(D), unless Section 4.03(B)(2)(d) applies, distributions are considered to begin on the Participant's required beginning date. If Section 4.03(B)(2)(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 4.03(B)(2)(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's required beginning date or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 4.03(B)(2)(a), the date distributions are considered to begin is the date distributions actually commence. (3) Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 4.03(C) and 4.03(D). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code §401(a)(9) and the Treasury regulations. (C) Required Minimum Distributions during Participant's Lifetime. (1) Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (a) ULT. The quotient obtained by dividing the Participant's account balance by the number in the Uniform Life Table set forth in Treas. Reg. §1.401(a)(9)-9, using the Participant's attained age as of the Participant's birthday in the distribution calendar year; or (b) Younger Spouse. If the Participant's sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's account balance by the number in the Joint and Last Survivor Table set forth in Treas. Reg. §1.401(a)(9)-9, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year. (2) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section 4.03(C) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death. (D) Required Minimum Distributions after Participant's Death. (1) Death On or After Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary, determined as follows: (i) Participant's Life Expectancy. The Participant's remaining life expectancy is calculated using the attained age of the Participant as of the Participant's birthday in the calendar year of death, reduced by one for each subsequent calendar year. (ii) Spouse's Life Expectancy. If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the attained age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (iii) Non-Spouse's Life Expectancy. If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the attained age of the Beneficiary as of the Beneficiary's birthday in the calendar year following the calendar year of the Participant's death, reduced by one for each subsequent calendar year. (b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the calendar year after the calendar year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the calendar year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the Participant's remaining life expectancy calculated using the attained age of the Participant as of the Participant's birthday in the calendar year of death, reduced by one for each subsequent calendar year. (2) Death before Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. Except as the Employer may elect in the Adoption Agreement, if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in Section 4.03(D)(1). (b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 4.03(B)(2)(a), this Section 4.03(D)(2) will apply as if the surviving spouse were the Participant. (d) 5-year or Life Expectancy rule; possible election. The Employer in its Adoption Agreement will elect whether distribution of the Participant's Account will be made in accordance with the life expectancy rule under Section 4.03(D)(2)(a) or the 5-year rule under Section 4.03(D)(2)(b). The Employer's election may permit a Designated Beneficiary to elect which of these rules will apply or may specify which rule applies. However, the life expectancy rule (whether subject to 170 Item b. Eligible 457 Plan © 2020 15 election or not) applies only in the case of a Designated Beneficiary. The 5-year rule applies as to any Beneficiary who is not a Designated Beneficiary. A permitted election under this Section must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 4.03(D)(2)(a), or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving spouse's) death. (E) Definitions. (1) Designated Beneficiary. The individual who is designated as the Beneficiary under the Plan and is the designated beneficiary under Code §401(a)(9) and Treas. Reg. §1.401(a)(9)-1, Q&A-4. (2) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which the distributions are required to begin under Section 4.03(B)(2). The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, will be made on or before December 31 of that distribution calendar year. (3) Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas. Reg. §1.401(a)(9)-9. (4) Participant's account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any Rollover Contributions or Transfers to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. (5) Required beginning date. A Participant's required beginning date is the April 1 of the calendar year following the later of: (1) the calendar year in which the Participant attains age 70 1/2, or (2) the calendar year in which the Participant retires or such other date under Code §401(a)(9) by which required minimum distributions must commence. 4.04 DEATH BENEFITS. Upon the death of the Participant, the Plan Administrator must pay or direct the Trustee to pay the Participant's Account in accordance with Section 4.03. Subject to Section 4.03, a Beneficiary may elect the timing and method of payment in the same manner as a Participant may elect under Section 4.02, if such elections apply. If a Participant dies while performing qualified military service (as defined in Code §414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death. 4.05 DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT. The Employer must elect in the Adoption Agreement whether to permit in-service distributions of a Participant's Vested Account under this Section 4.05, notwithstanding the Section 4.01 distribution restrictions. (A) Unforeseeable Emergency. In the event of a Participant's or the Participant's spouse, dependents or beneficiaries' unforeseeable emergency, the Plan Administrator may make a distribution to a Participant who has not incurred a Severance from Employment (or who has incurred a Severance but will not begin to receive payments until some future date). In the event of an unforeseeable emergency, the Plan Administrator also may accelerate payments to a Participant or to a Beneficiary. The Plan Administrator will establish a policy for determining whether an unforeseeable emergency exists. An unforeseeable emergency is a severe financial hardship of a Participant or Beneficiary resulting from: (1) illness or accident of the Participant, the Beneficiary, or the Participant's or Beneficiary's spouse or dependent (as defined in Code §152(a)); (2) loss of the Participant's or Beneficiary's property due to casualty; (3) the need to pay for the funeral expenses of the Participant's or Beneficiary's spouse or dependent (as defined in Code §152(a)); or (4) other similar extraordinary and unforeseeable circumstances arising from events beyond the Participant's or Beneficiary's control, or which applicable law may define as an unforeseeable emergency. The Plan Administrator will not pay the Participant or the Beneficiary more than the amount reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay taxes or penalties on the distribution. The Plan Administrator will not make payment to the extent the Participant or Beneficiary may relieve the financial hardship by cessation of deferrals under the Plan, through insurance or other reimbursement, or by liquidation of the individual's assets to the extent such liquidation would not cause severe financial hardship. The Participant's Beneficiary is a person who a Participant designates and who is or may become entitled to a Participant's Plan Account upon the Participant's death. (B) De minimis distribution. In accordance with the Employer's Adoption Agreement elections, the Plan Administrator may allow a Participant to elect to receive a distribution or the Plan Administrator will distribute (without a Participant election) any amount of the Participant's Account where: (1) the Participant's Account (disregarding Rollover Contributions) does not exceed $5,000 (or such other amount as does not exceed the Code §411(a)(11)(A) dollar amount); (2) the Participant has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution; and (3) the Participant has not received a prior distribution under this Section 4.05(B). (C) Distribution of Rollover Contributions. The Employer in the Adoption Agreement may elect to permit a Participant to request and to receive distribution of the Participant's Account attributable to Rollover Contributions (but not to Transfers) before the Participant has a distributable event under Section 4.01. 4.06 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS (QDROs). Notwithstanding any other provision of this Plan, the Employer in the Adoption Agreement may elect to apply the QDRO provisions of this Section 4.06. If Section 4.06 applies, the Plan Administrator (and any Trustee) must comply with the terms of a QDRO, as defined in Code §414(p), which is issued with respect to the Plan. 171 Item b. Eligible 457 Plan © 2020 16 (A) Time and Method of Payment. This Plan specifically permits distribution to an alternate payee under a QDRO at any time, notwithstanding any contrary Plan provision and irrespective of whether the Participant has attained his or her earliest retirement age (as defined under Code §414(p)) under the Plan. A distribution to an alternate payee prior to the Participant's attainment of earliest retirement age is available only if the QDRO specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution. Nothing in this Section 4.06 gives a Participant a right to receive distribution at a time the Plan otherwise does not permit nor authorizes the alternate payee to receive a form of payment the Plan does not permit. (B) QDRO Procedures. The Plan Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan's procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of the Plan Administrator's determination. The Plan Administrator must provide notice under this paragraph by mailing to the individual's address specified in the domestic relations order. (C) Accounting. If any portion of the Participant's Account Balance is payable under the domestic relations order during the period the Plan Administrator is making its determination of the qualified status of the domestic relations order, the Plan Administrator must maintain a separate accounting of the amounts payable. If the Plan Administrator determines the order is a QDRO within 18 months of the date amounts first are payable following receipt of the domestic relations order, the Plan Administrator will distribute or will direct the Trustee to distribute the payable amounts in accordance with the QDRO. If the Plan Administrator does not make its determination of the qualified status of the order within the 18-month determination period, the Plan Administrator will distribute or will direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Plan Administrator later determines the order is a QDRO. To the extent it is not inconsistent with the provisions of the QDRO, the Plan Administrator may segregate or may direct the Trustee to segregate the QDRO amount in a segregated investment account. The Plan Administrator or Trustee will make any payments or distributions required under this Section 4.06 by separate benefit checks or other separate distribution to the alternate payee(s). (D) Permissible QDROs. A domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order ("QDRO") will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant's death. 4.07 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS – GOVERNMENTAL PLAN. (A) Participant Election. A Participant (including for this purpose, a former Employee) in a Governmental Eligible 457 Plan may elect, at the time and in the manner the Plan Administrator prescribes, to have any portion of his or her eligible rollover distribution from the Plan paid directly to an eligible retirement plan specified by the Participant in a direct rollover election. For purposes of this election, a "Participant" includes as to their respective interests, a Participant's surviving spouse and the Participant's spouse or former spouse who is an alternate payee under a QDRO. (B) Rollover and Withholding Notice. At least 30 days and not more than 180 days prior to the Trustee's distribution of an eligible rollover distribution, the Plan Administrator must provide a written notice (including a summary notice as permitted under applicable Treasury regulations) explaining to the distributee the rollover option, the applicability of mandatory 20% federal withholding to any amount not directly rolled over, and the recipient's right to roll over within 60 days after the date of receipt of the distribution ("rollover notice"). (C) Default distribution or rollover. Except as provided in Paragraph (D), in the case of a Participant who does not elect timely to roll over or to receive distribution of his or her Account, the Plan Administrator or the Trustee, at the Plan Administrator's direction, may distribute to the Participant or may directly roll over the Participant's Account in accordance with the Plan's rollover notice. (D) Mandatory default rollover. If (1) the Plan is a Governmental Eligible 457 Plan, (2) the Plan makes a mandatory distribution after the Code §401(a)(31)(B) Effective Date, greater than $1,000, and (3) the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Plan Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator. (E) Non-spouse beneficiary rollover right. A non-spouse beneficiary who is a "designated beneficiary" under Section 4.03(E)(1), by a direct trustee-to-trustee transfer ("direct rollover"), may roll over all or any portion of his or her distribution to an individual retirement account the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution. (1) Certain requirements not applicable. Although a non-spouse beneficiary may roll over directly a distribution as provided in Section 4.07(E), the distribution is not subject to the direct rollover requirements of Code §401(a)(31) (including the automatic rollover provisions of Code §401(a)(31)(B)), the notice requirements of Code §402(f) or the mandatory withholding requirements of Code §3405(c). If a non-spouse beneficiary receives a distribution from the Plan, the distribution is not eligible for a "60-day" rollover. (2) Trust beneficiary. If the Participant's named beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code §401(a)(9)(E). (3) Required minimum distributions not eligible for rollover. A non-spouse beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other Revenue Service guidance. If the Participant dies before his or her required beginning date and the non-spouse beneficiary rolls over to an IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treas. Reg. §1.401(a)(9)-3, A-4(c), in 172 Item b. Eligible 457 Plan © 2020 17 determining the required minimum distributions from the IRA that receives the non-spouse beneficiary's distribution. (F) Definitions. The following definitions apply to this Section: (1) Eligible rollover distribution. An eligible rollover distribution is any distribution of all or any portion of a Participant's Account, except an eligible rollover distribution does not include: (a) any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancies) of the Participant and the Participant's designated Beneficiary, or for a specified period of ten years or more; (b) any Code §401(a)(9) required minimum distribution; (c) any unforeseeable emergency distribution; and (d) any distribution which otherwise would be an eligible rollover distribution, but where the total distributions to the Participant during that calendar year are reasonably expected to be less than $200. (2) Eligible retirement plan. An eligible retirement plan is an individual retirement account described in Code §408(a), an individual retirement annuity described in Code §408(b), an annuity plan described in Code §403(a), a qualified plan described in Code §401(a), an annuity contract (or custodial agreement) described in Code §403(b), or an eligible deferred compensation plan described in Code §457(b) and maintained by an Employer described in Code §457(e)(1)(A), which accepts the Participant's, the Participant's spouse or alternate payee's eligible rollover distribution. A Participant or beneficiary may elect to roll over directly an eligible rollover distribution to a Roth IRA described in Code §408A(b). For this purpose, the term "eligible rollover distribution" includes a rollover distribution described in this Section. (3) Direct rollover. A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee. (4) Mandatory distribution. A mandatory distribution is an eligible rollover distribution without the Participant's consent before the Participant attains the later of age 62 or Normal Retirement Age (see paragraph 3.05 (B)). A distribution to a beneficiary is not a mandatory distribution. (5) 401(a)(31)(B) Effective Date. The 401(a)(31)(B) Effective Date is the date of the close of the first regular legislative session of the legislative body with the authority to amend the Plan that begins on or after January 1, 2006. 4.08 ELECTION TO DEDUCT FROM DISTRIBUTION. An Eligible Retired Public Safety Officer may elect annually for that taxable year to have the Plan deduct an amount from a distribution which the Eligible Retired Public Safety Officer otherwise would receive and include in income. The Plan will pay such deducted amounts directly to pay qualified health insurance premiums. (A) Direct payment. The Plan will pay directly to the provider of the accident or health insurance plan or qualified long-term care insurance contract the amounts the Eligible Retired Public Safety Officer has elected to have deducted from the distribution. Such amounts may not exceed the lesser of $3,000 or the amount the Participant paid for such taxable year for qualified health insurance premiums, and which otherwise complies with Code §402(l). (B) Definitions. (1) Eligible retired public safety officer. An "Eligible Retired Public Safety Officer" is an individual who, by reason of disability or attainment of Normal Retirement Age, is separated from service as a Public Safety Officer with the Employer. (2) Public safety officer. A "Public Safety Officer" has the same meaning as in Section 1204(9)(A) of the Omnibus Crime Control and Safe Streets Act of 1968 (42 U.S.C. 3796b(9)(A)). (3) Qualified health insurance premiums. The term "qualified health insurance premiums" means premiums for coverage for the Eligible Retired Public Safety Officer, his or her spouse, and dependents, by an accident or health insurance plan or qualified long-term care insurance contract (as defined in Code §7702B(b)). 173 Item b. Eligible 457 Plan © 2020 18 ARTICLE V PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS 5.01 TERM/VACANCY. The Plan Administrator will serve until his or her successor is appointed. In case of a vacancy in the position of the Plan Administrator, the Employer will exercise any and all of the powers, authority, duties and discretion conferred upon the Plan Administrator pending the filling of the vacancy. 5.02 POWERS AND DUTIES. The Plan Administrator will have the following powers and duties: (a) To select a committee to assist the Plan Administrator; (b) To select a secretary for the committee, who need not be a member of the committee; (c) To determine the rights of eligibility of an Employee to participate in the Plan and the value of a Participant's Account; (d) To adopt rules and procedures and to create administrative forms necessary for the proper and efficient administration of the Plan provided the rules, procedures and forms are not inconsistent with the terms of the Plan; (e) To construe and enforce the terms of the Plan and the rules and regulations the Plan Administrator adopts, including interpretation of the Plan documents and documents related to the Plan's operation; (f) To direct the distribution of a Participant's Account; (g) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; (h) To furnish the Employer with information which the Employer may require for tax or other purposes; (i) To establish a policy in making distributions for unforeseeable emergencies; (j) To establish under a Governmental Eligible 457 Plan, policies regarding the receipt of Rollover Contributions and default rollover distributions; (k) To establish a policy regarding the making and the receipt of Transfers; (l) To establish a policy regarding Participant or Beneficiary direction of investment; (m) To engage the services of any person to invest any Account under this Plan and to direct such person to make payment to a Participant of his or her Vested Account; (n) To establish under a Governmental Eligible 457 Plan, a policy (see Section 5.02(A)) which the Trustee must observe in making loans, if any, to Participants and Beneficiaries; (o) To undertake correction of any Plan failures as necessary to preserve eligible Plan status; and (p) To undertake any other action the Plan Administrator deems reasonable or necessary to administer the Plan. The Plan Administrator shall have total and complete discretion to interpret and construe the Plan and to determine all questions arising in the administration, interpretation and application of the Plan. Any determination the Plan Administrator makes under the Plan is final and binding upon any affected person. (A) Loan Policy. In a Governmental Eligible 457 Plan, the Plan Administrator, in its sole discretion, may establish, amend or terminate from time to time, a nondiscriminatory policy which the Trustee must observe in making Plan loans, if any, to Participants and to Beneficiaries. If the Plan Administrator adopts a loan policy, the loan policy must be a written document and must include: (1) the identity of the person or positions authorized to administer the participant loan program; (2) the procedure for applying for a loan; (3) the criteria for approving or denying a loan; (4) the limitations, if any, on the types and amounts of loans available; (5) the procedure for determining a reasonable rate of interest; (6) the types of collateral which may secure the loan; and (7) the events constituting default and the steps the Plan will take to preserve Plan assets in the event of default. A loan policy the Plan Administrator adopts under this Section 5.02(A) is part of the Plan, except that the Plan Administrator may amend or terminate the policy without regard to Section 9.01. (B) QDRO Policy. If the QDRO provisions of Section 4.06 apply, the Plan Administrator will establish QDRO procedures. 5.03 COMPENSATION. The Plan Administrator and the members of the Committee will serve without compensation for services, but the Employer will pay all expenses of the Plan Administrator and Committee. 5.04 AUTHORIZED REPRESENTATIVE. The Plan Administrator may authorize any one of the members of the Committee, if any, or the Committee's Secretary, to sign on the Plan Administrator's behalf any Plan notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents. 5.05 INDIVIDUAL ACCOUNTS/RECORDS. The Plan Administrator will maintain a separate Account in the name of each Participant to reflect the value of the Participant's Deferred Compensation under the Plan. The Plan Administrator will maintain records of its activities. 5.06 VALUE OF PARTICIPANT'S ACCOUNT. The value of each Participant's Account consists of his or her accumulated Deferred Compensation, as of the most recent Accounting Date or any later date as the Plan Administrator may determine. 5.07 ACCOUNT ADMINISTRATION, VALUATION AND EXPENSES. (A) Individual Accounts. The Plan Administrator, as necessary for the proper administration of the Plan, will maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant's Account Balance under the Plan. The Plan Administrator will make its allocations of Employer Contributions and of Earnings, or will request the Trustee to make such allocations, to the Accounts of the Participants as necessary to maintain proper Plan records and in accordance with the applicable: (i) Contribution Types; (ii) allocation conditions; (iii) investment account types; and (iv) Earnings allocation methods. The Plan Administrator may also maintain, or direct the Trustee to maintain, a separate temporary Account for Participant forfeitures which occur during a Plan Year, pending their accrual and allocation in accordance with the Plan terms, or for other special items as the Plan Administrator 174 Item b. Eligible 457 Plan © 2020 19 determines is necessary and appropriate for proper plan administration. (1) By Contribution Type. The Plan Administrator, will establish Plan Accounts for each Participant as necessary to reflect his or her Accounts attributable to the following Contribution Types and the Earnings attributable thereto: Pre- Tax Deferrals, Roth Deferrals, Matching Contributions, Nonelective Contributions, Rollover Contributions (including Roth versus pre-tax amounts), and Transfers. (2) By investment account type. The Plan Administrator will establish separate Accounts for each Participant as necessary to reflect his or her investment account types as described below: (a) Pooled Accounts. A Pooled Account is an Account which for investment purposes is not a Segregated Account or a Participant-Directed Account. If any or all Plan investment Accounts are Pooled Accounts, each Participant's Account has an undivided interest in the assets comprising the Pooled Account. In a Pooled Account, the value of each Participant's Account Balance consists of that proportion of the net worth (at fair market value) of the Trust Fund which the net credit balance in his or her Account (exclusive of the cash value of incidental benefit insurance contracts) bears to the total net credit balance in the Accounts of all Participants plus the cash surrender value of any insurance contracts held by the Trustee on the Participant's life. As of each Valuation Date, the Plan Administrator must reduce a Participant-Directed Account for any forfeiture arising from Section 5.07 after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding Earnings) for the valuation period. (b) Participant-Directed Accounts. A Participant- Directed Account is an Account that the Plan Administrator establishes and maintains or directs the Trustee to establish and maintain for a Participant to invest in one or more assets that are not pooled assets held by the Trust, such as assets in a brokerage account or other property in which other Participants do not have any interest. As the Plan Administrator determines, a Participant- Directed Account may provide for a limited number and type of investment options or funds, or may be open-ended and subject only to any limitations imposed by applicable law. A Participant may have one or more Participant-Directed Accounts in addition to Pooled or Segregated Accounts. A Participant-Directed Account is credited and charged with the Earnings. As of each Valuation Date, the Plan Administrator must reduce a Participant-Directed Account for any forfeiture arising from Section 5.07 after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding Earnings) for the valuation period. (c) Segregated Accounts. A Segregated Account is an Account the Plan Administrator establishes and maintains or directs the Trustee to establish and maintain for a Participant: (i) to facilitate installment payments; (ii) to hold a QDRO amount; (iii) to prevent a distortion of Plan Earnings allocations; or (iv) for such other purposes as the Plan Administrator may direct. A Segregated Account receives all income it earns and bears all expense or loss it incurs. The Trustee will invest the assets of a Segregated Account consistent with the purpose for which the Plan Administrator or Trustee established the Account. As of each Valuation Date, the Plan Administrator must reduce a Segregated Account for any forfeiture arising after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding Earnings) for the Valuation Period. Notwithstanding anything in this Section to the contrary, transferred amounts are not required to be separately accounted for and may be combined with the corresponding Account maintained in this Plan provided all rights, benefits and features and other attributes are identical with respect to each account, or are identical after the combination and such combination does not result in the impermissible elimination of any Code §411(d)(6) protected benefits. (3) Amount of Account/distributions. The amount of a Participant's Account, as determined by the Plan Administrator, is equal to the sum of all contributions, Earnings and other additions credited to the Account, less all distributions (including distributions to Beneficiaries and to alternate payees and also including disbursement of Plan loan proceeds), expenses and other charges against the Account as of a Valuation Date or other relevant date. For purposes of a distribution under the Plan, the amount of a Participant's Account Balance is determined based upon its value on the Valuation Date immediately preceding or coinciding with the date of the distribution. If any or all Plan investment Accounts are Participant-Directed Accounts, the directing Participant's Account Balance consists of the assets held within the Participant-Directed Account and the value of the Account is determined based upon the fair market value of such assets. (4) Account statements. As soon as practicable after the Accounting Date of each Plan Year, the Plan Administrator will deliver to each Participant (and to each Beneficiary) a statement reflecting the amount of his or her Account Balance in the Trust as of the statement date or most recent Valuation Date. No Participant, except the Plan Administrator/Participant or Trustee/Participant, has the right to inspect the records reflecting the Account of any other Participant. (B) Allocation of Earnings. This Section 5.07(B) applies solely to the allocation of Earnings of the Trust Fund. The Plan Administrator will allocate Employer Contributions and Participant forfeitures, if any, in accordance with Article III. Earnings means the net income, gain or loss earned by a particular Account, by the Trust, or with respect to a contribution or to a distribution, as the context requires. (1) Allocate as of Valuation Date. As of each Valuation Date, the Plan Administrator must adjust Accounts to reflect Earnings for the Valuation Period since the last Valuation Date. (2) Definition of Valuation Date. A Valuation Date under this Plan is each: (a) Accounting Date; (b) Valuation Date the Employer elects in the Adoption Agreement; or (c) Valuation Date the Plan Administrator establishes. The Employer in the Adoption Agreement or the Plan Administrator may elect alternative Valuation Dates for the different Contribution Types which the Plan Administrator maintains under the Plan. (3) Definition of Valuation Period. The Valuation Period is the period beginning on the day after the last Valuation Date and ending on the current Valuation Date. (4) Allocation methods. The Plan Administrator will allocate Earnings to the Participant Accounts in accordance with the daily valuation method, balance forward method, balance 175 Item b. Eligible 457 Plan © 2020 20 forward with adjustment method, weighted average method, Participant-Directed Account method, or other method the Employer elects under the Adoption Agreement. The Employer in the Adoption Agreement may elect alternative methods under which the Plan Administrator will allocate the Earnings to the Accounts reflecting different Contribution Types or investment Account types which the Plan Administrator maintains under the Plan. The Plan Administrator first will adjust the Participant Accounts, as those Accounts stood at the beginning of the current Valuation Period, by reducing the Accounts for any forfeitures, distributions, and loan disbursement payments arising under the Plan, for expenses charged during the Valuation Period to the Accounts (expenses directly related to a Participant's Account). The Plan Administrator then, subject to the restoration allocation requirements of the Plan, will allocate Earnings under the applicable valuation method. (a) Daily valuation method. If the Employer in the Adoption Agreement elects to apply the daily valuation method, the Plan Administrator will allocate Earnings on each day of the Plan Year for which Plan assets are valued on an established market and the Trustee is conducting business. Under the daily valuation method, all assets subject to such method are subject to daily valuation. The assets may be held in Participant- Directed Accounts or in Accounts which are subject to Trustee or other fiduciary investment direction. (b) Balance forward method. If the Employer in the Adoption Agreement elects to apply the balance forward method, the Plan Administrator will allocate Earnings pro rata to the adjusted Participant Accounts, since the last Valuation Date. (c) Balance forward with adjustment method. If the Employer in the Adoption Agreement elects to apply the balance forward with adjustment method, the Plan Administrator will allocate pursuant to the balance forward method, except it will treat as part of the relevant Account at the beginning of the Valuation Period the percentage of the contributions made as the Employer elects in the Adoption Agreement, during the Valuation Period the Employer elects in the Adoption Agreement. (d) Weighted average method. If the Employer in the Adoption Agreement elects to apply a weighted average allocation method, the Plan Administrator will allocate pursuant to the balance forward method, except it will treat a weighted portion of the applicable contributions as if includible in the Participant's Account as of the beginning of the Valuation Period. The weighted portion is a fraction, the numerator of which is the number of months in the Valuation Period, excluding each month in the Valuation Period which begins prior to the contribution date of the applicable contributions, and the denominator of which is the number of months in the Valuation Period. The Employer in the Adoption Agreement may elect to substitute a weighting period other than months for purposes of this weighted average allocation. (e) Participant-Directed Account method. The Employer in the Adoption Agreement must elect to apply the Participant-Directed Account method to any Participant- Directed Account under the Plan. Under the Participant-Directed Account method: (i) each Participant-Directed Account is credited and charged with the Earnings such Account generates; (ii) the Employer's election, if any, in the Adoption Agreement of another method for the allocation of Earnings will not apply to any Participant-Directed Account; and (iii) the Participant- Directed Account may be valued as often as daily, but will be valued at least annually, and all assets in the Account are not necessarily valued on the same frequency. An Account which is subject to the Participant-Directed Account method includes an individual brokerage account or similar account in title to the Trustee for the benefit of the Participant. (C) Allocation of Net Income, Gain or Loss (No Trust). In a Tax-Exempt Eligible 457 Plan that does not maintain a trust the Plan Administrator will allocate net income, gain or loss in accordance with this provision. As of each Accounting Date (and each other valuation date determined under the Adoption Agreement), the Plan Administrator will adjust Accounts to reflect net income, gain or loss, if any, since the last Accounting Date or Account valuation. The Employer in the Adoption Agreement will elect the method for allocating net income gain or loss. The Plan Administrator will continue to allocate net income, gain and loss to a Participant's Account subject to an installment distribution, until the Account is fully distributed. 5.08 ACCOUNT CHARGED. The Plan Administrator will charge all distributions made to a Participant or to his or her Beneficiary, or transferred under Section 9.03 from his or her Account, against the Account of the Participant when made. 5.09 OWNERSHIP OF FUND/TAX-EXEMPT ORGANIZATION. If the Employer is a Tax-Exempt Organization, the Plan is an unfunded plan and all Deferred Compensation, property and rights to property purchased by Deferred Compensation and all income attributable thereto remain, until paid or made available under the Plan, the sole property and rights of the Employer, subject only to the claims of the Employer's general creditors. No Participant or Beneficiary will have any vested interest or secured or preferred position with respect to an Account or have any claim against the Employer except as a general creditor. No Participant or Beneficiary shall have any right to sell, assign, transfer or otherwise convey his or her Account or any interest in his or her Deferred Compensation. The Employer or the Plan Administrator, acting as the Employer's agent, may enter into a trust agreement solely for the purpose of investing all or part of the Accounts, which will be subject to the claims of the Employer's general creditors, and in which the Participants or Beneficiaries will not have a vested interest nor a secured or preferred position or have any claim except as the Employer's general creditor. The Employer may not purchase life insurance contracts under this Plan unless the Employer retains all incidents of ownership in such contracts, the Employer is the sole beneficiary of such contracts and the Employer is not under any obligation to transfer the contracts or pass through the proceeds to any Participant or to his or her Beneficiary. The Employer may adopt and attach to the Plan as "Appendix A," the Internal Revenue Service Model Rabbi Trust under Rev. Proc. 92-64 (as amended) to hold the assets of a Tax-Exempt Organization Eligible 457 Plan. If the Employer adopts the Model Rabbi Trust, the Plan incorporates by reference the provisions of the Model Rabbi Trust as if fully set forth herein. 5.10 PARTICIPANT DIRECTION OF INVESTMENT. Subject to the terms of the Plan Administrator's adopted policy, if any, and also to written consent of the Trustee, if the Plan has a Trust, a Participant will have the right to direct the investment or re-investment of the assets comprising the Participant's Account. The Plan Administrator will account separately for the Participant-Directed Accounts. The Participant's right to direct investment does not give the Participant any vested interest or secured or preferred position with respect to assets over which he/she has investment responsibility. 5.11 VESTING/SUBSTANTIAL RISK OF FORFEITURE. The Employer in the Adoption Agreement may 176 Item b. Eligible 457 Plan © 2020 21 elect to apply a vesting schedule or to specify any other Substantial Risk of Forfeiture applicable to any or all Deferral Contributions. (A) Forfeiture Allocation. The Employer in the Adoption Agreement must elect the method the Plan Administrator will use to allocate any Participant forfeitures, including those related to lost Participants under Section 5.14. However, if a forfeiture allocation method is not selected in the adoption agreement, forfeitures are allocated as an Employer Contribution. The Plan Administrator will allocate a forfeiture in the Plan Year in which the forfeiture occurs or in the next following Plan Year. 5.12 PRESERVATION OF ELIGIBLE PLAN STATUS. The Plan Administrator may elect to sever from this Plan and to treat as a separate 457 plan, the Accounts of any Participants who have Excess Deferrals that the Plan Administrator has not corrected in accordance with Section 3.10 or in the case of any other Code §457(b) failure that the Employer may not otherwise correct, and which failure would result in the Plan ceasing to be an Eligible 457 Plan. In such event, the Plan Administrator will take any necessary or appropriate action consistent with the Employer's maintenance of separate 457 plans and with preservation of Eligible 457 Plan status of this Plan. 5.13 LIMITED LIABILITY. The Employer will not be liable to pay plan benefits to a Participant in excess of the value of the Participant's Account as the Plan Administrator determines in accordance with the Plan terms. Neither the Employer nor the Plan Administrator will be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. 5.14 LOST PARTICIPANTS. If the Plan Administrator is unable to locate any Participant or Beneficiary whose Account becomes distributable (a "lost Participant"), the Plan Administrator will apply the provisions of this Section 5.14. (A) Attempt to Locate. The Plan Administrator will attempt to locate a lost Participant and may use one or more of the following methods: (1) provide a distribution notice to the lost Participant at his or her last known address by certified or registered mail; (2) use a commercial locator service, the internet or other general search method; (3) use the Social Security Administration or PBGC search program; or (4) use such other methods as the Plan Administrator believes prudent. (B) Failure to Locate. If a lost Participant remains unlocated for 6 months following the date the Plan Administrator first attempts to locate the lost Participant using one or more of the methods described in Section 5.14(A), the Plan Administrator may forfeit the lost Participant's Account. If the Plan Administrator forfeits the lost Participant's Account, the forfeiture occurs at the end of the above-described 6-month period and the Plan Administrator will allocate the forfeiture in accordance with Section 5.11. The Plan Administrator under this Section 5.14(B) will forfeit the entire Account of the lost Participant, including Salary Reduction Contributions. If a lost Participant whose Account was forfeited thereafter at any time but before the Plan has been terminated makes a claim for his or her forfeited Account, the Plan Administrator will restore the forfeited Account to the same dollar amount as the amount forfeited, unadjusted for net income, gains or losses occurring subsequent to the forfeiture. The Plan Administrator will make the restoration in the Plan Year in which the lost Participant makes the claim, first from the amount, if any, of Participant forfeitures the Plan Administrator otherwise would allocate for the Plan Year, then from the amount, if any, of Trust net income or gain for the Plan Year and last from the amount or additional amount the Employer contributes to the Plan for the Plan Year. The Plan Administrator will distribute the restored Account to the lost Participant not later than 60 days after the close of the Plan Year in which the Plan Administrator restores the forfeited Account. (C) Nonexclusivity and Uniformity. The provisions of this Section 5.14 are intended to provide permissible but not exclusive means for the Plan Administrator to administer the Accounts of lost Participants. The Plan Administrator may utilize any other reasonable method to locate lost Participants and to administer the Accounts of lost Participants, including the default rollover under Section 4.07(C) and such other methods as the Revenue Service or the U.S. Department of Labor ("DOL") may in the future specify. The Plan Administrator will apply Section 5.14 in a reasonable manner, but may in determining a specific course of action as to a particular Account, reasonably take into account differing circumstances such as the amount of a lost Participant's Account, the expense in attempting to locate a lost Participant, the Plan Administrator's ability to establish and the expense of establishing a rollover IRA, and other factors. The Plan Administrator may charge to the Account of a lost Participant the reasonable expenses incurred under this Section 5.14 and which are associated with the lost Participant's Account. 5.15 PLAN CORRECTION. The Plan Administrator, in conjunction with the Employer and Trustee as appropriate, may undertake such correction of Plan errors as the Plan Administrator deems necessary, including but not limited to correction to maintain the Plan's status as an Eligible 457 Plan. The Plan Administrator under this Section 5.15 also may undertake Plan correction in accordance with any correction program that the Internal Revenue Service makes applicable to 457 plans. 177 Item b. Eligible 457 Plan © 2020 22 ARTICLE VI PARTICIPANT ADMINISTRATIVE PROVISIONS 6.01 BENEFICIARY DESIGNATION. A Participant from time to time may designate, in writing, any person(s) (including a trust or other entity), contingently or successively, to whom the Plan Administrator or Trustee will pay the Participant's Account (including any life insurance proceeds payable to the Participant's Account) in the event of death. A Participant also may designate the method of payment of his or her Account. The Plan Administrator will prescribe the form for the Participant's written designation of Beneficiary and, upon the Participant's filing the form with the Plan Administrator, the form revokes all designations filed prior to that date by the same Participant. A divorce decree, or a decree of legal separation, revokes the Participant's designation, if any, of his or her spouse as his or her Beneficiary under the Plan unless the decree or a QDRO provides otherwise. The foregoing revocation provision (if applicable) applies only with respect to a Participant whose divorce becomes effective on or following the date the Employer executes the Adoption Agreement, unless the Employer in the Adoption Agreement specifies a different effective date. 6.02 NO BENEFICIARY DESIGNATION. If a Participant fails to name a Beneficiary in accordance with Section 6.01, or if the Beneficiary named by a Participant predeceases the Participant, then the Plan Administrator will pay the Participant's remaining Account in accordance with Article IV in the following order of priority, to: (a) The Participant's surviving spouse; or (b) The Participant's children (including adopted children), in equal shares by right of representation (one share for each surviving child and one share for each child who predeceases the Participant with living descendants); and if none to (c) Parents. The Participant's surviving parents, in equal shares; and if none to (d) The Participant's estate. If the Beneficiary survives the Participant, but dies prior to distribution of the Participant's entire Account, the Trustee will pay the remaining Account to the Beneficiary's estate unless: (1) the Participant's Beneficiary designation provides otherwise; or (2) the Beneficiary has properly designated a beneficiary. A Beneficiary only may designate a beneficiary for the Participant's Account Balance remaining at the Beneficiary's death, if the Participant has not previously designated a successive contingent beneficiary and the Beneficiary's designation otherwise complies with the Plan terms. The Plan Administrator will direct a Trustee if applicable as to the method and to whom the Trustee will make payment under this Section 6.02. 6.03 SALARY REDUCTION AGREEMENT. (A) General. A Participant must elect to make Salary Reduction Contributions on a Salary Reduction Agreement form the Plan Administrator provides for this purpose. The Salary Reduction Agreement must be consistent with the Employer's Adoption Agreement elections and the Plan Administrator in a Salary Reduction Agreement may impose such other terms and limitations as the Plan Administrator may determine. (B) Election Timing. A Participant's Salary Reduction Agreement may not take effect earlier than the first day of the calendar month following the date the Participant executes the Salary Reduction Agreement and as to Compensation paid or made available in such calendar month. However, if an Employee is eligible to become a Participant during the Employee's calendar month of hire, the Employee may execute a Salary Reduction Agreement on or before the date he/she becomes an Employee, effective for the month in which he/she becomes an Employee. (C) Sick, Vacation and Back Pay. If the Employer in the Adoption Agreement permits Participants to make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay, a Participant who will incur a Severance from Employment may execute a Salary Reduction Agreement before such amounts are paid or made available provided: (i) such amounts are paid or made available before the Participant incurs the Severance; and (ii) the Participant is an Employee in that month. (D) Modification of Salary Reduction Agreement. A Participant's Salary Reduction Agreement remains in effect until a Participant modifies it or ceases to be eligible to participate in the Plan. A Participant may modify his or her Salary Reduction Agreement by executing a new Salary Reduction Agreement. Any modification will become effective no earlier than the beginning of the calendar month commencing after the date the Participant executes the new Salary Reduction Agreement. Filing a new Salary Reduction Agreement will revoke all Salary Reduction Agreements filed prior to that date. The Employer or Plan Administrator may restrict the Participant's right to modify his or her Salary Reduction Agreement in any Taxable Year. 6.04 PERSONAL DATA TO PLAN ADMINISTRATOR. Each Participant and each Beneficiary of a deceased Participant must furnish to the Plan Administrator such evidence, data or information as the Plan Administrator considers necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Plan Administrator, provided the Plan Administrator advises each Participant of the effect of his or her failure to comply with its request. 6.05 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a deceased Participant must file with the Plan Administrator from time to time, in writing, his or her address and any change of address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his or her last address filed with the Plan Administrator, or as shown on the records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan. 6.06 PARTICIPANT OR BENEFICIARY INCAPACITATED. If, in the opinion of the Plan Administrator or of the Trustee, a Participant or Beneficiary entitled to a Plan distribution is not able to care for his or her affairs because of a mental condition, a physical condition, or by reason of age, the Plan Administrator or at the direction of the Plan Administrator, the Trustee, may make the distribution to the Participant's or Beneficiary's guardian, conservator, trustee, custodian (including under a Uniform Transfers or Gifts to Minors Act) or to his or her attorney-in-fact or to other legal representative upon furnishing evidence of such status satisfactory to the Plan Administrator and to the Trustee. The Plan Administrator and the Trustee do not have any liability with respect to payments so made and neither the Plan Administrator nor the Trustee has any duty to make inquiry as to the competence of any person entitled to receive payments under the Plan. 178 Item b. Eligible 457 Plan © 2020 23 ARTICLE VII MISCELLANEOUS 7.01 NO ASSIGNMENT OR ALIENATION. A Participant or Beneficiary does not have the right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments under the Plan or Trust and the Plan Administrator and the Trustee will not recognize any such anticipation, assignment, or alienation. The payments and the rights under this Plan are nonassignable and nontransferable. Furthermore, a Participant's or Beneficiary's interest in the Trust is not subject to attachment, garnishment, levy, execution or other legal or equitable process. 7.02 EFFECT ON OTHER PLANS. This Plan does not affect benefits under any other retirement, pension, or benefit plan or system established for the benefit of the Employer's Employees, and participation under this Plan does not affect benefits receivable under any such plan or system, except to the extent provided in such plan or system. 7.03 WORD USAGE. Words used in the masculine will apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural will be read as the singular and the singular as the plural. 7.04 STATE LAW. The laws of the state of the Employer's principal place of business will determine all questions arising with respect to the provisions of this Plan, except to the extent Federal law supersedes State law. 7.05 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or any modification or amendment to the Plan, or in the creation of any Account, or the payment of any benefit, gives any Employee, Participant or Beneficiary any right to continue employment, any legal or equitable right against the Employer, the Plan Administrator, the Trustee, any other Employee of the Employer, or any agents thereof except as expressly provided by the Plan. 7.06 NOTICE, DESIGNATION, ELECTION, CONSENT AND WAIVER. All notices under the Plan and all Participant or Beneficiary designations, elections, consents or waivers must be in writing and made in a form the Plan Administrator specifies or otherwise approves. To the extent permitted by Treasury regulations or other applicable guidance, any Plan notice, election, consent or waiver may be transmitted electronically. Any person entitled to notice under the Plan may waive the notice or shorten the notice period except as otherwise required by the Code. 179 Item b. Eligible 457 Plan © 2020 24 ARTICLE VIII TRUST PROVISIONS—GOVERNMENTAL ELIGIBLE 457 PLAN 8.01 GOVERNMENTAL ELIGIBLE 457 PLAN. The provisions of this Article VIII apply to a Governmental Eligible 457 Plan and do not apply to a Tax-Exempt Organization Eligible 457 Plan. The Employer in the Adoption Agreement may elect to substitute another trust (attached to this Plan as "Appendix A") or to modify any provision of Article VIII, consistent with Code §457(g) and applicable Treasury regulations. 8.02 ACCEPTANCE/HOLDING. The Trustee accepts the Trust created under the Plan and agrees to perform the duties and obligations imposed. The Trustee must hold in trust under this Article VIII, all Deferred Compensation until paid in accordance with the Plan terms. 8.03 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the Employer for the funds contributed to it by the Employer or the Plan Administrator, but the Trustee does not have any duty to see that the contributions received comply with the provisions of the Plan. 8.04 FULL INVESTMENT POWERS. The Trustee has full discretion and authority with regard to the investment of the Trust, except with respect to a Trust asset under Participant direction of investment, in accordance with Section 8.12. The Trustee is authorized and empowered, but not by way of limitation, to exercise and perform the following powers, rights and duties: (a) To invest any part or all of the Trust in any common or preferred stocks, open-end or closed-end mutual funds, put and call options traded on a national exchange, United States retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper, U. S. Treasury bills, U. S. Treasury notes and other direct or indirect obligations of the United States Government or its agencies, improved or unimproved real estate situated in the United States, limited partnerships, insurance contracts of any type, mortgages, notes or other property of any kind, real or personal, and to buy or sell options on common stock on a nationally recognized options exchange with or without holding the underlying common stock, as a prudent person would do under like circumstances. Any investment made or retained by the Trustee in good faith will be proper but must be of a kind constituting a diversification considered by law suitable for trust investments; (b) To retain in cash so much of the Trust as it may deem advisable to satisfy liquidity needs of the Plan and to deposit any cash held in the Trust in a bank account at reasonable interest; (c) To invest, if the Trustee is a bank or similar financial institution supervised by the United States or by a State, in any type of deposit of the Trustee (or a bank related to the Trustee within the meaning of Code §414(b)) at a reasonable rate of interest or in a common trust fund as described in Code §584, or in a collective investment fund, the provisions of which the Trust incorporates by this reference, which the Trustee (or its affiliate, as defined in Code §1504) maintains exclusively for the collective investment of money contributed by the bank (or its affiliate) in its capacity as Trustee and which conforms to the rules of the Comptroller of the Currency; (d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer, abandon, improve, repair, insure, lease for any term even though commencing in the future or extending beyond the term of the Trust, and otherwise deal with all property, real or personal, in such manner, for such considerations and on such terms and conditions as the Trustee decides; (e) To credit and distribute the Trust as directed by the Plan Administrator of the Plan. The Trustee will not be obliged to inquire as to whether any payee or distributee is entitled to any payment or whether the distribution is proper or within the terms of the Plan, or as to the manner of making any payment or distribution. The Trustee will be accountable only to the Plan Administrator for any payment or distribution made by it in good faith on the order or direction of the Plan Administrator; (f) To borrow money, to assume indebtedness, extend mortgages and encumber by mortgage or pledge; (g) To compromise, contest, arbitrate or abandon claims and demands, in the Trustee's discretion; (h) To have with respect to the Trust all of the rights of an individual owner, including the power to exercise any and all voting rights associated with Trust assets, to give proxies, to participate in any voting trusts, mergers, consolidations or liquidations, to tender shares and to exercise or sell stock subscriptions or conversion rights; (i) To lease for oil, gas and other mineral purposes and to create mineral severances by grant or reservation; to pool or unitize interest in oil, gas and other minerals; and to enter into operating agreements and to execute division and transfer orders; (j) To hold any securities or other property in the name of the Trustee or its nominee, with depositories or agent depositories or in another form as it may deem best, with or without disclosing the trust relationship; (k) To perform any and all other acts in its judgment necessary or appropriate for the proper and advantageous management, investment and distribution of the Trust; (l) To retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes a final adjudication; (m) To file all tax returns required of the Trustee; (n) To furnish to the Employer and the Plan Administrator an annual statement of account showing the condition of the Trust and all investments, receipts, disbursements and other transactions effected by the Trustee during the Plan Year covered by the statement and also stating the assets of the Trust held at the end of the Plan Year, which accounts will be conclusive on all persons, including the Employer and the Plan Administrator, except as to any act or transaction concerning which the Employer or the Plan Administrator files with the Trustee written exceptions or objections within 90 days after the receipt of the accounts; and (o) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust, except that the Trustee will not be obliged or required to do so unless indemnified to its satisfaction. (A) Nondiscretionary Trustee. The Employer in the Adoption Agreement may elect to appoint a Nondiscretionary Trustee, subject to this Section 8.04(A). The Nondiscretionary Trustee does not have any discretion or authority with regard to the 180 Item b. Eligible 457 Plan © 2020 25 investment of the Trust, but must act solely as a directed Trustee hereunder. The Nondiscretionary Trustee is authorized and empowered to exercise and perform the above Section 8.04 powers, rights and duties provided that the Trustee shall act solely as a directed Trustee and only in accordance with the written direction of the Employer, the Plan Administrator or of a Participant as applicable. The Nondiscretionary Trustee is not liable for making, retaining or disposing of any investment or for taking or failing to take any other action, in accordance with proper Employer, Plan Administrator or Participant direction. 8.05 RECORDS AND STATEMENTS. The records of the Trustee pertaining to the Trust will be open to the inspection of the Plan Administrator and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer or Plan Administrator may specify in writing. The Trustee will furnish the Plan Administrator whatever information relating to the Trust the Plan Administrator considers necessary. 8.06 FEES AND EXPENSES FROM FUND. The Trustee will receive reasonable annual compensation in accordance with its fee schedule as published from time to time. The Trustee will pay from the Trust all fees and expenses the Trustee reasonably incurs in its administration of the Trust, unless the Employer pays the fees and expenses. 8.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust reasonable compensation to agents, attorneys, accountants and other persons to advise the Trustee as in its opinion may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected by it any non-Trustee power or duty vested in it by the Trust, and the Trustee may act or refrain from acting on the advice or opinion of any agent, attorney, accountant or other person so selected. 8.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make distribution under the Plan in cash or property, or partly in each, at its fair market value as determined by the Trustee. 8.09 RESIGNATION AND REMOVAL. The Trustee or the Custodian may resign its position by giving written notice to the Employer and to the Plan Administrator. The Trustee's notice must specify the effective date of the Trustee's resignation, which date must be at least 30 days following the date of the Trustee's notice, unless the Employer consents in writing to shorter notice. The Employer may remove a Trustee or a Custodian by giving written notice to the affected party. The Employer's notice must specify the effective date of removal which date must be at least 30 days following the date of the Employer's notice, except where the Employer reasonably determines a shorter notice period or immediate removal is necessary to protect Plan assets. 8.10 SUCCESSOR TRUSTEE. (A) Appointment. In the event of the resignation or the removal of a Trustee, where no other Trustee continues to service, the Employer must appoint a successor Trustee if it intends to continue the Plan. If two or more persons hold the position of Trustee, in the event of the removal of one such person, during any period the selection of a replacement is pending, or during any period such person is unable to serve for any reason, the remaining person or persons will act as the Trustee. If the Employer fails to appoint a successor Trustee as of the effective date of the Trustee resignation or removal and no other Trustee remains, the Trustee will treat the Employer as having appointed itself as Trustee and as having filed the Employer's acceptance of appointment as successor Trustee with the former Trustee. (B) Automatic Successor. Any corporation which succeeds to the trust business of the Trustee, or results from any merger or consolidation to which the Trustee is a party, or is the transferee of substantially all the Trustee's assets, will be the successor to the Trustee under this Trust. The successor Trustee will possess all rights, duties and powers under this Trust as if the successor Trustee were the original Trustee. Neither the Trustee nor the successor Trustee need provide notice to any interested person of any transaction resulting in a successor Trustee. The successor Trustee need not file or execute any additional instrument or perform any additional act to become successor Trustee. 8.11 VALUATION OF TRUST. The Trustee will value the Trust as of each Accounting Date to determine the fair market value of the Trust assets. The Trustee will value the Trust on such other date(s) the Plan Administrator may direct. 8.12 PARTICIPANT DIRECTION OF INVESTMENT. Consistent with the Plan Administrator's policy adopted under Section 5.02(l), the Trustee may consent in writing to permit Participants in the Plan to direct the investment to the Trust assets. The Plan Administrator will advise the Trustee of the portion of the Trust credited to each Participant's Account under the Plan, and subject to such Participant direction. As a condition of Participant direction, the Trustee may impose such conditions, limitations and other provisions as the Trustee may deem appropriate and as are consistent with the Plan Administrator's policy. The Trustee will report to the Plan Administrator the net income, gain or losses incurred by each Participant-Directed Account separately from the net income, gain or losses incurred by the general Trust during the Trust Year. 8.13 THIRD PARTY RELIANCE. No person dealing with the Trustee will be obliged to see to the proper application of any money paid or property delivered to the Trustee, or to inquire whether the Trustee has acted pursuant to any of the terms of the Trust. Each person dealing with the Trustee may act upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly authorized agent, and will not be liable to any person whomsoever in so doing. The certificate of the Trustee that it is acting in accordance with the Trust will be conclusive in favor of any person relying on the certificate. 8.14 INVALIDITY OF ANY TRUST PROVISION. If any clause or provision of this Article VIII proves to be or is adjudged to be invalid or void for any reason, such void or invalid clause or provision will not affect any of the other provisions of this Article VIII and the balance of the Trust provisions will remain operative. 8.15 EXCLUSIVE BENEFIT. The Trustee will hold all the assets of the Trust for the exclusive benefit of the Participants and their Beneficiaries and neither the Employer nor the Trustee will use or divert any part of the corpus or income of the Trust for purposes other than the exclusive benefit of the Participants and Beneficiaries of the Plan. The Employer will not have any right to the assets held by the Trustee and the Trust assets will not be subject to the claims of the Employer's creditors or, except as provided in Section 4.06, of the creditors of any Participant or Beneficiary. No Participant or Beneficiary shall have any right to sell, assign, transfer or otherwise convey his or her Account or any interest in his or her Deferred Compensation. Notwithstanding the foregoing, the Plan Administrator may pay from a Participant's or Beneficiary's Account the amount the Plan Administrator finds is lawfully 181 Item b. Eligible 457 Plan © 2020 26 demanded under a levy issued by the Internal Revenue Service with respect to that Participant or Beneficiary or is sought to be collected by the United States Government under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary. The Trust created under the Employer's Plan is irrevocable and its assets will not inure to the benefit of the Employer. 8.16 SUBSTITUTION OF CUSTODIAL ACCOUNT OR ANNUITY CONTRACT. The Employer in the Adoption Agreement may elect to use one or more custodial accounts or annuity contracts in lieu of or in addition to the Trust established in this Article VIII. Any such custodial account or annuity contract must satisfy the requirements of Code §457(g)(3) and applicable Treasury regulations. 8.17 GROUP TRUST AUTHORITY. Notwithstanding any contrary provision in this Plan, the Trustee may, unless restricted in writing by the Plan Administrator, transfer assets of the Plan to a group trust that is operated or maintained exclusively for the commingling and collective investment of monies provided that the funds in the group trust consist exclusively of trust assets held under plans qualified under Code §401(a), individual retirement accounts that are exempt under Code §408(e), and eligible governmental plans that meets the requirements of Code §457(b). For this purpose, a trust includes a custodial account that is treated as a trust under Code §401(f) or under Code §457(g)(3). For purposes of valuation, the value of the interest maintained by the Plan in such group trust shall be the fair market value of the portion of the group trust held for Plan, determined in accordance with generally recognized valuation procedures. 182 Item b. Eligible 457 Plan © 2020 27 ARTICLE IX AMENDMENT, TERMINATION, TRANSFERS 9.01 AMENDMENT BY EMPLOYER/SPONSOR. The Employer has the right at any time and from time to time: (a) To amend this Plan and Trust Agreement and the Adoption Agreement in any manner it deems necessary or advisable in order to continue the status of this Plan as an Eligible 457 Plan; and (b) To amend this Plan and Trust Agreement and the Adoption Agreement in any other manner, including deletion, substitution or modification of any Plan, Trust or Adoption Agreement provision. The Employer must make all amendments in writing. The Employer may amend the Plan by an Adoption Agreement election, by addenda, by separate amendment, or by restatement of the Adoption Agreement or Plan. Each amendment must state the date to which it is either retroactively or prospectively effective. The Employer also may not make any amendment that affects the rights, duties or responsibilities of the Trustee or the Plan Administrator without the written consent of the affected Trustee or the Plan Administrator. 9.02 TERMINATION/FREEZING OF PLAN. The Employer has the right, at any time, to terminate this Plan or to cease (freeze) further Deferral Contributions to the Plan. Upon termination or freezing of the Plan, the provisions of the Plan (other than provisions permitting continued Deferral Contributions) remain operative until distribution of all Accounts. Upon Plan termination, the Plan Administrator or Trustee shall distribute to Participants and Beneficiaries all Deferred Compensation as soon as is reasonably practicable following termination. 9.03 TRANSFERS. The Employer may enter into a Transfer agreement with another employer under which this Plan: (a) may accept a Transfer of a Participant's Account in the other employer's Eligible 457 Plan; or (b) may Transfer a Participant's (or Beneficiary's) Account in this Plan to the other employer's Eligible 457 Plan. The plan sponsors of the plans involved in the Transfer both must be States or both must be Tax-Exempt Organizations and the plans must provide for Transfers. The Participant or Beneficiary, after the Transfer will have Deferred Compensation in the recipient plan at least equal to his or her Deferred Compensation in the transferring plan immediately before the Transfer. Any Transfer also must comply with applicable Treasury regulations, and in particular Treas. Reg. §§1.457-10(b)(2) as to post-severance transfers between Governmental Eligible 457 Plans; 1.457-10(b)(3) as to transfers of all assets between Governmental Eligible 457 Plans; 1.457-10(b)(4) as to transfers between Governmental Eligible 457 Plans of the same Employer; and 1.457-10(b)(5) as to post- severance transfers between Tax-Exempt Organization Eligible 457 Plans. The Plan Administrator will credit any Transfer accepted under this Section 9.03 to the Participant's Account and will treat the transferred amount as a Deferral Contribution for all purposes of this Plan except the Plan Administrator, will not treat such Transfer as a Deferral Contribution subject to the limitations of Article III. In addition, in the case of a Transfer between Tax-Exempt Organization Eligible Plans, the recipient plans shall apply a Participant's distribution elections made under the transferor plan in accordance with Treas. Reg. §1.457- 10(b)(6)(ii). The Plan's Transfer of any Participant's or Beneficiary's Account under this Section 9.03 completely discharges the Employer, the Plan Administrator, the Trustee and the Plan from any liability to the Participant or Beneficiary for any Plan benefits. 9.04 PURCHASE OF PERMISSIVE SERVICE CREDIT. A Participant in a Governmental Eligible 457 Plan, prior to otherwise incurring a distributable event under Article IV, may direct the Trustee to transfer all or a portion of his or her Account to a governmental defined benefit plan (under Code §414(d)) for: (a) the purchase of permissive service credit (under Code §415(n)(3)(A)) under such plan, or (b) the repayment of contributions and earnings previously refunded with respect to a forfeiture of service credited under the plan (or under another governmental plan within the same State) to which Code §415 does not apply by reason of Code §415(k)(3). 183 Item b. © 2020 FIS Business Systems LLC Page 1 of 5 AMENDMENT FOR CARES ACT ARTICLE 1 PREAMBLE; DEFINITIONS 1.1 Adoption of Amendment. The Employer adopts this Amendment to implement provisions of the Act which affect the Plan. All references to the Plan include the Plan’s loan program, policy, or procedure to the extent applicable. 1.2 Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment. 1.3 Construction. Except as otherwise provided in this Amendment, any Article or Section reference in this Amendment refers only to this Amendment and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment and does not relate to the Plan article, section, or other numbering designations. 1.4 Effect of restatement of Plan. If the Employer restates the Plan then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates these provisions). 1.5 Definitions. Except as otherwise provided in this Amendment, terms defined in the Plan will have the same meaning in this Amendment. The following definitions apply specifically to this Amendment: A. The “Act” is the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. This Amendment shall be interpreted and applied to comply with the Act. B. A “Qualified Individual” means any individual who meets one or more of the criteria described in paragraphs (1), (2), (3), or (4). Participants, alternate payees and beneficiaries of deceased participants can be treated as Qualified Individuals. The Plan Administrator may rely on an individual’s certification that the individual satisfies a condition to be a Qualified Individual unless the Plan Administrator has actual knowledge to the contrary. In applying the criteria, “COVID-19” means either the virus SARS–CoV–2 or coronavirus disease 2019; “an approved test” means a test approved by the Centers for Disease Control and Prevention (including a test authorized under the Federal Food, Drug, and Cosmetic Act); and a “member of the individual’s household” means someone who shares the individual’s principal residence. The criteria are as follows: (1) The individual was diagnosed with COVID-19 by an approved test; (2) The individual’s spouse or dependent (as defined in Code §152) was diagnosed with COVID- 19 by an approved test; (3) The individual has experienced adverse financial consequences because: (a) the individual or the individual’s spouse, or a member of the individual’s household was quarantined, furloughed or laid off, or had work hours reduced due to COVID-19; (b) the individual, the individual’s spouse, or a member of the individual’s household was unable to work due to lack of childcare due to COVID-19; (c) A business owned or operated by the individual, the individual’s spouse, or a member of the individual’s household closed or reduced hours due to COVID-19; or (d) the individual, the individual’s spouse, or a member of the individual’s household had a reduction in pay (or self-employment income) due to COVID-19 or had a job offer rescinded or start date for a job delayed due to COVID-19; or (4) The individual satisfies any other criteria determined by the Treasury or the IRS. ARTICLE 2 184 Item b. © 2020 FIS Business Systems LLC Page 2 of 5 IDENTIFYING INFORMATION; EMPLOYER ELECTIONS 2.1 Reserved. 2.2 Employer identifying information. A.Name of Employer: _______________________________________________________________ B.Name of Plan: ___________________________________________________________________ C.Type of Plan (check one)(1)[ ] 401(k) Plan(2)[ ] Profit-Sharing Plan (other than a 401(k) plan)(3)[ ] Money Purchase Pension Plan(4)[ ] Defined Benefit Plan (including a cash balance plan)(5)[ ] 403(b) Plan (6)[ ] 457(b) Plan sponsored by a governmental employer 2.3 Relief for Qualified Individuals. Will the Plan provide any or all of the following relief for Qualified Individuals: (1) Coronavirus-Related Distributions described in Article 3, (2) increased loan limits described in Section 4.2, (3) the loan repayment extension described in Section 4.3. (Select one of (a), (b), or (c). If (c) is selected, then select one or more of (d), (e), and/or (f)) (a) [ ] No. The Plan will not provide any of these relief provisions. (b) [ ] Yes. The Plan will provide all of these relief provisions. The limitations on distributions described in Sections 2.3(d)(1) – (4) and the limitations on loans in Section 2.3(e)(1) – (3) and 2.3(f)(1)—(3) do not apply. (c) [ ] Some. The Plan will provide those relief provisions selected in (d), (e), or (f) below. (d) [ ] The Coronavirus-Related Distribution provisions described in Article 3 (If (d) is selected, the Employer may optionally select one or more of (1), (2), (3), (4), or (5).) (1)[ ] Coronavirus-Related Distributions are not available from an account in which the Participant is not 100% vested. (2)[ ] Coronavirus-Related Distributions may be made only from the following accounts: _______________________________________________________________________. (3)[ ] The maximum amount of Coronavirus-Related Distributions from the Plan to a Qualified Individual will not exceed: $__________. (Enter amount less than $100,000.) (4)[ ] The following additional provisions apply to Coronavirus-Related Distributions: _______________________________________________________________________. (Enter limitations or restrictions which are nondiscriminatory and not subject to Employer discretion.) (e) [ ] The increased loan limit described in Section 4.2 (If (e) is selected, the Employer may optionally select any one or more of (1), (2), or (3).) (1)[ ] The maximum dollar amount of loans pursuant to Section 4.2 will not exceed: $__________. (Enter amount less than $100,000.) (2)[ ] The maximum percentage of the present value of the nonforfeitable accrued benefit that may be loaned pursuant to Section 4.2 will not exceed: __________%. (Enter percentage less than 100%.) (3)[ ] The following additional provisions apply to the increased loan limit: _______________________________________________________________________. (Enter limitations or restrictions which are nondiscriminatory.) (f) [ ] The loan repayment extension described in Section 4.3 (If (f) is selected, the Employer may optionally select and one or more of (1), (2), or (3).) (1)[ ] The Suspension Period will begin _______________________ (Enter date not before March 27, 2020) and end ______________. (Enter date not later than December 31, 2020.) (2)[ ] The Extension Period will be _____________ . (Enter period, up to one year, the due date of the loan will be extended, such as “six months.”) 4 4 4 4 4 Town of Leesburg 457(b) Deferred Compensation Plan Town of Leesburg 185 Item b. © 2020 FIS Business Systems LLC Page 3 of 5 (3)[ ] The following additional provisions apply to the loan repayment extension: _______________________________________________________________________. (Enter limitations or restrictions which are nondiscriminatory.) 2.4 RMD waivers for 2020. Unless the Employer elects otherwise below, the provisions of Section 5.2 apply and a Participant or Beneficiary who would have been required to receive a 2020 RMD or Extended 2020 RMD will receive the distribution unless the Participant or Beneficiary chooses not to receive the distribution. (a)[ ] The provisions of Section 5.2 apply and a Participant or Beneficiary who would have been required to receive a 2020 RMD or Extended 2020 RMD will not receive the distribution unless the Participant or Beneficiary chooses to receive the distribution. (b)[ ] Payment of RMDs or Extended 2020 RMDs will be governed by the terms of the Plan without regard to this Amendment (i.e., no election is available to Participants or Beneficiaries). (c)[ ] Other:_____________________________ For purposes of Section 5.3, the Plan will also treat the following as eligible rollover distributions in 2020: (Choose one or none of (d), (e), or (f)): If no election is made, then a direct rollover will be offered only for distributions that would be eligible rollover distributions without regard to Code §401(a)(9)(I)): (d)[ ] 2020 RMDs. (e)[ ] 2020 RMDs and Extended 2020 RMDs. (f)[ ] 2020 RMDs but only if paid with an additional amount that is an eligible rollover distribution without regard to Code §401(a)(9)(I). The provisions of Article 5, and the election in this Section 2.4, will be effective on the date specified in Section 2.5. unless a different date is entered here: _________________________ (Optional. Enter a date between March 27, 2020 and December 31, 2020. RMD distributions before the selected effective date should have followed plan terms in effect before this amendment.) 2.5 Effective Date. This Amendment is effective March 27, 2020, or as soon as practical thereafter, or, if later, the following date: ___________________________. (Optional. Enter a date not later than December 31, 2020.) ARTICLE 3 CORONAVIRUS-RELATED DISTRIBUTIONS 3.1 Application. This Article 3 will apply if Section 2.3(b) or Section 2.3(d) is selected. 3.2 Coronavirus-Related Distribution(s). Subject to the provisions described in Section 2.3(d)(4), if any, a Qualified Individual may take one or more Coronavirus-Related Distributions. The accounts from which the amount may be distributed shall be limited if selected in Sections 2.3(d)(1) and (2). However, if the Plan is a Money Purchase Pension Plan or a Defined Benefit Plan, and the Qualified Individual has not separated from service, the Qualified Individual may not take a Coronavirus-Related Distribution prior to attaining the earlier of Normal Retirement Age or age 59½. The provisions of this Section will apply notwithstanding any limitation in the Plan on partial distributions or any otherwise applicable plan or administrative limits on the number of allowable distributions. 3.3 Repayment of distribution. If the Plan permits rollover contributions, then a Participant who receives a Coronavirus-Related Distribution (from this Plan and/or another eligible retirement plan as defined in Code §402(c)(8)(B)), at any time during the 3-year period beginning on the day after receipt of the distribution, may make one or more contributions to the Plan, as rollover contributions, in an aggregate amount not to exceed the amount of such distribution. 3.4 Definition of Coronavirus-Related Distribution. A “Coronavirus-Related Distribution” means a distribution to a Qualified Individual during the period beginning January 1, 2020 and ending December 30, 2020. The total amount of Coronavirus-Related Distributions to a Qualified Individual pursuant to this Amendment from all plans maintained by the Employer, or any related employer described in Code §414(b), (c), (m), or (o), shall not exceed $100,000, (or such lesser amount specified in Section 2.3(d)(3)). The 4 4 186 Item b. © 2020 FIS Business Systems LLC Page 4 of 5 Coronavirus-Related Distributions from the Plan to a Qualified Individual will not exceed the amount of the individual’s vested account balance or the present value of the individual’s vested accrued benefit. ARTICLE 4 PARTICIPANT LOAN RELIEF 4.1 Application. This Article 4 will apply only if the Plan permits participant loans. Section 4.2 will apply if Section 2.3(b) or Section 2.3(e) is selected. Section 4.3 will apply if Section 2.3(b) or Section 2.3(f) is selected. 4.2 Increased loan limit. Notwithstanding the loan limitation that otherwise would apply, the Plan will determine the loan limit under Code §72(p)(2)(A) for a loan to a Qualified Individual, made during the period beginning March 27, 2020 and ending September 22, 2020, by substituting “$100,000” (or such lesser amount specified in Section 2.3(e)(1)) for “$50,000,” and by substituting “100% (or such lesser percentage specified in Section 2.3(e)(2)) of the present value of the nonforfeitable accrued benefit of the employee under the Plan” for “one-half of the present value of the nonforfeitable accrued benefit of the employee under the Plan” (or its equivalent). The provisions described in Section 2.3(e)(3), if any, will apply in connection with loans to Qualified Individuals. 4.3 Extension of certain repayments. If a Qualified Individual has an outstanding loan from the Plan on or after March 27, 2020, then: (1) if the date for any repayment of such loan occurs during the Suspension Period, the due date is extended for the Extension Period; (2) the due date of the loan will be extended by the Extension Period; (3) the Plan will adjust any subsequent repayments to reflect the extension of the due date and any interest accrued during the Suspension Period; and (4) the Plan will disregard the Extension Period in determining the 5-year period and the loan term under Code §72(p)(2)(B) or (C). The provisions described in Section 2.3(f)(3), if any, will apply in connection with the suspension and extension described in this Section. The Suspension Period, unless otherwise specified in Section 2.3(f)(1), will begin March 27, 2020 and end December 31, 2020. The Extension Period, unless otherwise specified in Section 2.3(f)(2) will be one year. The provisions of this Section 4.3 will be applied in accordance with Section 5.B. of Notice 2050-50, or any subsequent applicable guidance, and the adjustment described in (3) may reflect the “safe harbor” described therein. ARTICLE 5 WAIVER OF 2020 REQUIRED MINIMUM DISTRIBUTIONS (RMDs) 5.1 Application. This Article 5 will apply only to defined contribution plans, including 401(k) Plans, Profit- Sharing Plans, Money Purchase Pension Plans, 403(b) Plans, and 457(b) Plans sponsored by governmental employers. The definitions in Section 5.4 will apply in interpreting Section 2.4. 5.2 Waiver; default provision. This Section 5.2 will apply unless the Employer has selected Section 2.4(b) or (c). Notwithstanding the provisions of the Plan relating to RMDs, whether a Participant or Beneficiary who would have been required to receive 2020 RMDs, and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2020 RMDs, or (2) Extended 2020 RMDs will receive those distributions is determined in accordance with the option chosen by the Employer in Section 2.4. Notwithstanding the option chosen by the employer in Section 2.4, a Participant or Beneficiary will be given an opportunity to make an election as to whether or not to receive those distributions. If the Plan permits a Beneficiary of a deceased Participant to make the election to use the 5-year rule or the life expectancy rule, the deadline to make the election shall be extended to reflect the adoption of Code §401(a)(9)(I). 5.3 Direct rollovers. Notwithstanding the provisions of the Plan relating to required minimum distributions under Code §401(a)(9), and solely for purposes of applying the direct rollover provisions of the Plan, certain additional distributions in 2020, as elected by the Employer in Section 2.4, will be treated as eligible rollover distributions. If no election is made by the Employer in Section 2.4, then a direct rollover will be 187 Item b. © 2020 FIS Business Systems LLC Page 5 of 5 offered only for distributions that would be eligible rollover distributions without regard to Code §401(a)(9)(I). 5.4 Definitions. “RMDs” means required minimum distributions described in Code §401(a)(9). “2020 RMDs” means required minimum distributions the Plan would have been required to distribute in 2020 (or permitted to pay in 2021 for the 2020 calendar year for a Participant with a required beginning date of April 1, 2021) but for the enactment of Code §401(a)(9)(I). “Extended 2020 RMDs” means one or more payments in a series of substantially equal distributions (that include the 2020 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years. 5.5 Installment payments. A Participant or Beneficiary receiving payment of 2020 RMDs or 2020 Extended RMDs pursuant to this Article 5 may receive them in any method (including installments or partial distributions) which would have been permitted under the terms of the Plan if the amounts would have been RMDs but for the enactment of Code §401(a)(9)(I). * * * * * * This Amendment has been executed this day of , . Name of Plan: Name of Employer: By: EMPLOYER Town of Leesburg 457(b) Deferred Compensation Plan Town of Leesburg 188 Item b. © 2020 FIS Business Systems LLC Page 1 of 1 CERTIFICATE OF ADOPTING RESOLUTION The undersigned authorized representative of (the Employer) hereby certifies that the following resolution was duly adopted by Employer on , and that such resolution has not been modified or rescinded as of the date hereof: RESOLVED, the Amendment to the ___________________ Plan for the CARES Act (the Amendment) is hereby approved and adopted and that an authorized representative of the Employer is hereby authorized and directed to execute and deliver to the Plan Administrator the Amendment and to take any and all actions as it may deem necessary to effectuate this resolution. The undersigned further certifies that attached hereto is a copy of the Amendment approved and adopted in the foregoing resolution. Date:________________________ ____ Signed:____________________________ __________________________________ [print name/title] Town of Leesburg 457(b) Deferred Compensation Plan Town of Leesburg May 16, 2024 189 Item b. © 2022 FIS Capital Markets US LLC or its suppliers 1 AMENDMENT TO IMPLEMENT SECURE ACT AND OTHER LAW CHANGES TOWN OF LEESBURG 457(B) DEFERRED COMPENSATION PLAN ARTICLE 1 PREAMBLE 1.1 Adoption and effective date of Amendment. The Employer hereby adopts this Amendment to the Employer's Plan. Each Article specifies the effective date of its provisions. Also see Section 1.5. 1.2 Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment. Except as otherwise provided in this Amendment, terms defined in the Plan will have the same meaning in this Amendment. Most Articles include definitions which are specific to that Article. Also see Section 1.6. 1.3 Numbering. Except as otherwise provided in this Amendment, any "Section" reference in this Amendment refers only to this Amendment and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to the Plan article, section, or other numbering designations. 1.4 Intention; Construction. The purpose of this amendment is to amend the Plan in accordance with pension-related provisions of the Further Consolidated Appropriations Act of 2019 ("FCAA") in general, and Division O of that Act, the Setting Every Community Up for Retirement Enhancement Act of 2019 ("SECURE"), in specific. It also addresses a provision of the Bipartisan American Miners Act ("BAMA"), which is also part of FCAA, as well as a section of the Coronavirus Aid, Relief, and Economic Security Act ("CARES"). The provisions of this Amendment shall be interpreted and applied to be consistent with FCAA and CARES and IRS guidance issued in connection therewith, whether such guidance is issued before or after the date of this amendment. 1.5 Effect of subsequent restatement or amendment of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates these provisions). Some Articles in this amendment may not apply to a particular plan at the time the Amendment is executed but they will apply in the future based on subsequent amendments. 1.6 Preservation of prior amendments. If the Employer previously amended the Plan after December 20, 2019 to implement a provision contained in one or more Articles of this Amendment, that prior amendment shall remain in effect and will not be superseded by this Amendment, unless Section 1.6(a) is selected. For example, if the Employer previously adopted an amendment to implement the BAMA provisions of Article 10, that amendment remains in effect, notwithstanding the provisions of this Amendment, unless Section 1.6(a) is selected. (a) [X] This amendment supersedes all prior inconsistent amendments of the Plan. ARTICLE 2 INSTRUCTIONS; ELECTIONS 2.1 Instructions. Select 2.3a if all defaults are accepted. Select 2.3b and as applicable 2.4 - 2.10 if the Employer wishes to select other than the default for a particular provision. 2.2 Reserved. 2.3 Operating Elections. Many subsequent Articles of this Amendment refer to elections appearing in this Article 2. Each of Sections 2.4 through 2.10 refers to a corresponding Article. For example, Section 2.4 has the elections related to Article 4. The definitions in those Articles apply to the elections in the corresponding Section of this Article 2, and those elections have the same effective date as the corresponding Article. Each Section of this Article lists the default provisions which will apply if no election is made. If you accept the default(s), there is no need to complete the Section. There are no elective provisions which apply to Article 3 or Articles 11 through 16. The following are the defaults and a summary of the Articles for which there are no elections. • Article 3. Reserved. • Article 4. QBADs are not permitted. • Article 5. Distributions of RMDs will not begin before a Participant turns 72. • Article 6. The Plan will apply its RMD provisions with respect to the 5-year rule in administering the 10-year rule. • Article 7. RMDs subject to 5-Year Rule for participants who died from 2015 through 2019 are extended one year unless the beneficiary objects. • Article 8. Reserved. • Article 9. Reserved. • Article 10. The amendment does not modify the minimum age for in-service distributions. • Article 11. Administrative policy can permit distributions of Discontinued Lifetime Income Investments. • Article 12. Updated RMD tables and 2022 transition. 190 Item b. © 2022 FIS Capital Markets US LLC or its suppliers 2 • Article 13. Reserved. • Article 14. Reserved. • Article 15. Reserved. • Article 16. Deemed IRA accounts are not subject to maximum age. Check (a) or (b). (a) [ ] All defaults apply. Skip the rest of Article 2 and sign the amendment. (b) [X] One or more defaults do not apply. Complete those sections in Article 2 for which you do not accept the default; then sign the amendment. 2.4 Article 4 – Birth/Adoption Distributions. In the absence of an election below, Article 4 does NOT apply. To permit QBADs (Qualified Birth and Adoption Distributions), check (a). If QBADs are available, they apply to all accounts except as provided in Article 4 or in elections (b), (c), (d) or (e). (Select all that apply.) (a) [ ] Article 4 applies effective January 1, 2020, unless a different date is selected in (1) below. (1) [ ] (Enter date after December 31, 2019.) (b) [ ] QBADs may only be made from accounts in which the Participant is fully vested. (c) [ ] QBADs are not available if the Participant has severed employment. (d) [ ] Describe additional limitations: (must be definitely determinable and not subject to discretion) (e) [] QBADs are available from the following Accounts: (must be definitely determinable and not subject to discretion) 2.5 Article 5 – RMD Timing. Unless Section 2.5(a) is selected, distribution of RMDs will begin for Affected Participants no sooner than April 1 of the calendar year following the year the Participant attains age 72. (a) [ ] Distribution of RMDs to Affected Participants will NOT be delayed on account of this Amendment (i.e., distributions will generally commence no later than April 1 of the calendar year following the year the Affected Participant attains age 70 1/2), in accordance with Section 5.5. This election is effective for distributions after December 31, 2019, except as specified below (Optional: select either or both of (1) or (2)): (1) [ ] Section 5.5 is effective for distributions after and prior to the earlier of January 1, 2022 or the date entered in 2.5(a)(2). (Enter date on or after December 31, 2019.) (2) [ ] Section 5.5 is repealed for distributions after (enter date on or after the date entered in 2.5(a)(1) and before January 1, 2022), subject to the anti-cutback rule of Code §411(d)(6) to the extent applicable. 2.6 Article 6 – 10-Year Rule for Beneficiary RMDs. RMDs to an Eligible Designated Beneficiary of a Participant who dies prior to the Participant's RBD will be made as elected below. In the absence of an election in Section 2.6, the Plan's provisions about Beneficiary elections with regard to the 5-Year Rule will apply, substituting the 10-Year Rule for the 5-Year Rule. (a) [X] Beneficiary election. The Eligible Designated Beneficiary may elect application of the 10-Year Rule or the Life Expectancy rule. If the Beneficiary does not make a timely election (Select one of (1) or (2)): (1) [ ] 10-year rule. The 10-year rule applies to the Eligible Designated Beneficiary. (2) [X] Life Expectancy Rule. The Life Expectancy rule applies to the Eligible Designated Beneficiary. (b) [ ] 10-year rule. The 10-year rule applies to the Eligible Designated Beneficiary. (c) [ ] Life Expectancy rule. The Life Expectancy rule applies to the Eligible Designated Beneficiary. (d) [ ] Shorter Period. The entire interest of the Eligible Designated Beneficiary will be distributed no later than December 31 of the (enter a number of years, not exceeding "tenth") year following the year of the Participant's death. (e) [ ] Other: (Describe, e.g., the 10-Year Rule applies to all Beneficiaries other than a surviving spouse Beneficiary.) 2.7 Article 7 – CARES RMD Waivers; 5-Year Rule. Unless the Employer elects otherwise below, beneficiaries of Applicable Participant Accounts will have the option to extend distribution under the 5-Year Rule by one year, and in the absence of a beneficiary election the extension will apply. (a) [ ] No extension without request. The provisions of Section 7.2 apply but in the absence of a beneficiary election the extension will NOT apply. (b) [ ] Not Apply. Article 7 will NOT apply to this Plan. 2.8 Article 8 – Reserved. 2.9 Article 9 – Reserved. 191 Item b. © 2022 FIS Capital Markets US LLC or its suppliers 3 2.10 Article 10 – In-Service Distributions. In the absence of an election below, Article 10 does NOT apply. To permit in-service distributions at age 59 1/2, check (a). Check (b) to specify an age greater than 59 1/2. If Article 10 applies, it applies to all Accounts except as limited in Article 10. (a) [ ] Article 10 applies effective on or after the first day of the first plan year beginning after December 31, 2019, unless a different date is selected in (1) below. (1) [ ] . (Enter date on or after the first day of the first plan year beginning after December 31, 2019.) (b) [ ] Age at which in-service distributions are permitted (Enter age greater than 59 1/2.) This provision applies effective on or after the first day of the first plan year beginning after December 31, 2019, unless a different date is selected in (1) below. (1) [ ] . (Enter date on or after the first day of the first plan year beginning after December 31, 2019.) ARTICLE 3 RESERVED ARTICLE 4 BIRTH/ADOPTION DISTRIBUTIONS – SECURE Act §113 4.1 Application. This Article 4 will apply only if the Employer elects in Section 2.4(a) for this Article 4 to apply, effective on the date specified in Section 2.4(a). 4.2 Distribution Authorized. Except as limited by Section 2.4 (b), (c), (d), (e), a Participant may request a distribution of up to $5,000 (per child or Eligible Adoptee) as a QBAD. The Participant may request the distribution whether or not the Participant has severed employment unless Section 2.4(c) is selected. This $5,000 limit shall be reduced by QBADs to the Participant made with respect to the same child or Eligible Adoptee by other plans maintained by the Employer or a related employer described in Code §414(b), (c), (m), or (o). The Plan Administrator may adopt a policy imposing frequency limitations or other reasonable administrative conditions for QBADs. 4.3 Definitions. The following definitions apply for this Article 4 and Section 2.4: (a) A "QBAD" is a Qualified Birth or Adoption Distribution described in Code §72(t)(2)(H)(iii). A QBAD must be made during the 1-year period beginning on the date on which a child of the Participant is born or on which the legal adoption of an Eligible Adoptee by the Participant is finalized. (b) An "Eligible Adoptee" is an individual, other than a child of the Participant's spouse, who has not attained age 18 or is physically or mentally incapable of self-support. An individual is considered physically or mentally incapable of self-support if that individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to be of long-continued and indefinite duration. This provision shall be applied in a manner consistent with Part D of IRS Notice 2020-68. 4.4 Rollover. A Participant who received one or more QBADs from this Plan may, if the Plan then permits the Participant to make rollover contributions, make one or more contributions in an aggregate amount not to exceed the amount of such QBADs. The Plan will treat such a contribution as a rollover contribution made by direct trustee-to-trustee transfer within 60 days of distribution. 4.5 Reliance. The Plan Administrator may rely on an individual's reasonable representation that the individual is eligible to receive a QBAD unless the Plan Administrator has actual knowledge to the contrary. 4.6 Status. A QBAD is not an eligible rollover distribution for purpose of the obligation to permit a direct rollover under Code §401(a)(31), the notice requirement of Code §402(f), or the mandatory withholding rules of Code §3405(c)(1). ARTICLE 5 REQUIRED BEGINNING DATE – SECURE Act §114 5.1 Application. This Article 5 will apply to all plans, regardless of type. It is effective with regard to RMDs required to be made after December 31, 2019. 5.2 Delay of Required Beginning Date. An Affected Participant's RBD shall not be earlier than April 1 of the calendar year following the year the Affected Participant attains age 72. For purposes of determining an Affected Participant's RBD, an Affected Participant will be treated as a more than 5% owner if the Participant was a 5-percent owner (as defined in Code §416(i)(1)(B)) as to the Plan Year ending in the calendar year the Participant attains age 72. 5.3 Spousal Distributions. If an Affected Participant dies prior to the Participant's RBD, and the Participant's sole Designated Beneficiary is the Participant's surviving spouse, then the RMDs to the surviving spouse will 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 72, if later. However, this Section will apply only if the Plan, prior to this Amendment, 192 Item b. © 2022 FIS Capital Markets US LLC or its suppliers 4 permitted a surviving spouse to delay RMD distributions to December 31 of the calendar year in which the Participant would have attained age 70 1/2. 5.4 Definitions. The following definitions apply for this Article 5 and Section 2.5: (a) A Participant is an "Affected Participant" if the Participant was born after June 30, 1949. (b) An "RMD" is a Required Minimum Distribution as described in Code §401(a)(9). (c) A Participant's "RBD" is the Participant's Required Beginning Date as described in Code §401(a)(9)(C), as amplified by Section 5.2. 5.5 Optional Distribution Timing. If the Employer elects in Section 2.5(a) for this Section 5.5 to apply, the timing and form of distributions to an Affected Participant will be determined as though this Article 5 had not been adopted. Distributions pursuant to this paragraph, which are not RMDs, will be treated as eligible rollover distributions for purposes of the direct rollover provisions of Code §401(a)(31). This Section 5.5 will no longer be effective for distributions after December 31, 2021, or, if earlier, the date specified in Section 2.5(a)(2). ARTICLE 6 BENEFICIARY RMDS – SECURE Act §401 6.1 Application. This Article 6 will apply to all plans. This Article will not apply to qualified annuities described in SECURE Act §401(b)(4)(B). 6.2 Effective Date. Except as provided in Section 6.4, Article 6 will apply to Participants who die on or after the Effective Date of this Article. Generally, the Effective Date of this Article is January 1, 2022. The Effective Date of this Article 6 in the case of a collectively-bargained plan will be the date determined in SECURE Act §401(b)(2). See Section 6.5 regarding the limited application of this Article to certain accounts of Participants who died before the Effective Date of this Article. 6.3 Death before RBD. If the Participant dies before the Participant's RBD, the Plan will distribute or commence distribution of the Participant's Vested Accrued Benefit not later than as follows: (a) No Designated Beneficiary. If there is no Designated Beneficiary as of September 30 of the year following the calendar year of the Participant's death, the Beneficiary's entire interest will be distributed under the 5-Year Rule. (b) Eligible Designated Beneficiary. If the distributee of a Participant's account is an Eligible Designated Beneficiary, the Beneficiary's entire interest will be distributed under the Life Expectancy Rule unless the 10-Year Rule applies. The Employer may elect application of the Life Expectancy rule or the 10-Year Rule in Section 2.6. In the absence of an election in Section 2.6, the Plan's provisions with regard to election of the 5-Year Rule will apply, substituting the 10-Year Rule for the 5-Year Rule. A permitted Beneficiary election must be made no later than the earlier of December 31 of the calendar year in which distribution would be required to begin under the Life Expectancy Rule, or by December 31 of the calendar year which contains the tenth anniversary of the Participant's (or, if applicable, surviving spouse's) death. (c) Other Designated Beneficiaries. If the distributee of the Participant's account is a Designated Beneficiary who is not an Eligible Designated Beneficiary, then the Beneficiary's entire interest will be distributed under the 10-Year Rule. (d) 10-Year Rule. If distribution of a deceased Participant's account thereof is subject to the "10-Year Rule," then the Plan will distribute the account in full no later than December 31 of the tenth year following the year of the Participant's death. No RMDs are required to be distributed from the account prior to that date. 6.4 Death after RBD. If the Participant dies on or after the Participant's RBD, the Participant's remaining interest will be distributed at least as rapidly as under the method of distribution being used as of the date of the participant's death, using the Life Expectancy Rule, as, and to the extent, provided by applicable guidance. If the Beneficiary is a Designated Beneficiary that is not an Eligible Designated Beneficiary, the Plan will distribute the remaining account in full no later than December 31 of the tenth year following the year of the Participant's death. 6.5 Beneficiary Death. If an Eligible Designated Beneficiary receiving distributions under the Life Expectancy Rule dies before receiving distribution of the Beneficiary's entire interest in the Participant's account, the Plan will distribute that interest in full no later than December 31 of the 10th year following the year of the Eligible Designated Beneficiary's death. Similarly, if a Participant died before the Effective Date of this Article 6, and the beneficiary died after such Effective Date, but prior to receiving full distribution of the beneficiary's interest, the Plan will distribute that interest in full no later than December 31 of the tenth year following the year of the beneficiary's death. 6.6 Age of Majority. If a child of the Participant was receiving distributions under the Life Expectancy rule, when the child reaches the age of Majority, the Plan will distribute the child's account in full no later than 10 years after that date, provided the child is not otherwise an Eligible Designated Beneficiary, such as a disabled or chronically ill individual. 193 Item b. © 2022 FIS Capital Markets US LLC or its suppliers 5 6.7 Definitions; operating rules. The following definitions and operating rules apply for this Article 6 and Section 2.6: (a) An "RMD" is a Required Minimum Distribution as described in Code §401(a)(9). (b) A Participant's "RBD" is the Participant's Required Beginning Date as described in Code §401(a)(9)(C) and the Plan. Also see Section 5.2. (c) A distributee of a Participant's account is a "Designated Beneficiary" if the distributee is an individual or trust who is a beneficiary of the account (whether pursuant to a designation by the Participant or application of the Plan terms) and who is a designated beneficiary under Code §401(a)(9) and Treas. Reg. §1.401(a)(9)-4, Q&As-4 and -5. (d) An individual is an "Eligible Designated Beneficiary" of a Participant if the individual qualifies as a Designated Beneficiary and is (1) the Participant's spouse, (2) the Participant's child who has not reached the age of Majority, (3) an individual not more than 10 years younger than the Participant, (4) a disabled individual, as defined in Code §72(m)(7), or (5) an individual who has been certified to be chronically ill (as defined in Code §7702B(c)(2)) for a reasonably lengthy period, or indefinitely. Certain trusts may be treated as Eligible Designated Beneficiaries pursuant to Code §401(a)(9)(H)(iv) and (v). (e) Whether a child has reached the age of "Majority" is determined under Code §401(a)(9)(F) and applicable regulations and guidance issued thereunder. (f) The "Life Expectancy Rule" for distributing RMDs is described in Code §401(a)(9)(B)(iii) and is further described in the Plan. (g) The "5-Year Rule" for distributing RMDs is described in Code §401(a)(9)(B)(ii) and is further described in the Plan. (h) The "10-Year Rule" is described in Section 6.3(d). (i) Shorter period. Section 2.6(e) may specify a shorter period to be used in place of the tenth year after the death of a Participant or Beneficiary. (j) Separate share rule. All references in this Article to a Participant's Account and a Beneficiary's interest in that account will be applied separately to each separate account determined under Treas. Reg. §1.401(a)(9)-8, Q&A 2 and 3, and Code §401(a)(9)(H)(iv). ARTICLE 7 EXTENSION OF 5-YEAR RULE FOR RMDS – CARES §2203 7.1 Application. This Article 7 does not apply if the Employer has selected Section 2.7(b); otherwise, it is effective January 1, 2020. 7.2 Waiver; default provision. The beneficiary of an Applicable Participant Account will have the option to extend the deadline to distribute the account for one year. The default in the absence of a beneficiary election will be to extend the distribution, unless the Employer elects in Section 2.7(a) for the default to be not to extend unless the beneficiary requests it. 7.3 Definitions. The following definitions apply for this Article 7 and Section 2.7: (a) "RMDs" means required minimum distributions described in Code §401(a)(9). (b) The "5-Year Rule" for distributing RMDs is described in Code §401(a)(9)(B)(ii) and is further described in the Plan. (c) "Applicable Participant Account" means the remaining account of a Participant who died during the years 2015-2019, to the extent the account is subject to the 5-Year Rule. ARTICLE 8 RESERVED ARTICLE 9 RESERVED ARTICLE 10 IN-SERVICE PENSION DISTRIBUTIONS – BAMA §104 10.1 Application. This Article 10 will apply if the Employer elects in Section 2.10 for this Article 10 to apply, effective on the date specified in Section 2.10(a). 10.2 Distribution at 59 1/2. A Participant can take an in-service distribution at age 59 1/2, or, if later, the age (if any) specified in Section 2.10(b). Such a distribution will be limited to the vested portion of the Participant's accrued benefit or account and will be 194 Item b. © 2022 FIS Capital Markets US LLC or its suppliers 6 subject to all Plan provisions related to in-service distributions. The Plan can operationally permit distributions as early as January 1 of the calendar year the Participant attains 59 1/2 (or such later age). 10.3 Limited application to Profit-Sharing Plans. If the Employer elects in Section 2.10 for this Article 10 to apply, this Article 10 will apply to an account in a 401(k) Plan or a Profit-Sharing Plan which holds assets transferred from a Money Purchase Pension Plan or a Defined Benefit Plan. ARTICLE 11 DISTRIBUTIONS OF DISCONTINUED LIFETIME INCOME INVESTMENTS – SECURE §109 11.1 Application. This Article 11 is effective for Plan Years beginning after December 31, 2019. 11.2 Distributions authorized. The Plan Administrator may authorize Participants to request, and as soon as practical after a Participant makes the request, the Plan will make a distribution of a Discontinued Lifetime Income Investment. Distribution under this Article is limited to the 90-day period prior to the date on which the Lifetime Income Investment is no longer authorized to be held as an investment option under the Plan. Such distribution will be in the form of a Qualified Distribution, or in the form of a Qualified Plan Distribution Annuity Contract, as determined by the Plan Administrator. The Plan Administrator will administer this section in a reasonable, nondiscriminatory manner, and may authorize distributions of some Discontinued Lifetime Income Investments and not others. 11.3 Definitions. The terms "Lifetime Income Investment," "Qualified Distribution" and "Qualified Plan Distribution Annuity Contract" have the meanings set forth in Code §401(a)(38)(B). A "Discontinued Lifetime Income Investment" is a Lifetime Income Investment which will no longer be authorized to be held as an investment option under the Plan. ARTICLE 12 UPDATED LIFE EXPECTANCY TABLES – TREAS. REG. §1.401(a)(9)-9 12.1 Application. This Article 12 will apply to all plans and is effective for distribution calendar years beginning on or after January 1, 2022. 12.2 New RMD Tables. Any Plan reference to the life expectancy tables detailed in Treas. Reg. §1.401(a)(9), such as the Uniform Life Table, the Single Life Table, or the Joint and Last Survivor Table, refers to these tables as published in Treas. Reg. §1.401(a)(9)-9 from time to time, and is subject to adjustment as described in Treas. Reg. §1.401(a)(9)-9(f). ARTICLE 13 RESERVED ARTICLE 14 RESERVED ARTICLE 15 RESERVED ARTICLE 16 REPEAL OF DEEMED IRA MAXIMUM AGE – SECURE §107 16.1 Application. This Article 16 will apply only if the Plan permits deemed IRA contributions (sometimes called "designated IRA" contributions) described in Code §408(q). It is effective January 1, 2020. 16.2 No Maximum Age. To the extent the Plan otherwise permits a Participant to make deemed IRA contributions, the Participant may make such contributions regardless of whether the Participant has attained age 70 1/2 or any other age. This Amendment has been executed this __________ day of _________________________, __________. Name of Plan: Town of Leesburg 457(b) Deferred Compensation Plan Name of Employer: Town of Leesburg By: EMPLOYER 195 Item b. CERTIFICATE OF ADOPTING RESOLUTION The undersigned authorized representative of Town of Leesburg (the Employer) hereby certifies that the following resolution was duly adopted by Employer on the date specified below, and that such resolution has not been modified or rescinded as of the date hereof: RESOLVED, the Amendment to Implement SECURE Act and Other Law Changes to the Town of Leesburg 457(b) Deferred Compensation Plan (the Amendment) is hereby approved and adopted and that an authorized representative of the Employer is hereby authorized and directed to execute and deliver to the Plan Administrator the Amendment and to take any and all actions as it may deem necessary to effectuate this resolution. The undersigned further certifies that attached hereto is a copy of the Amendment approved and adopted in the foregoing resolution. Date: _______________________________________________ Signed: _______________________________________________ _______________________________________________ [print name/title] 196 Item b. NRF-1066AO.2 (12/2023)Non-ERISA Plan Loan Program - NRS Nationwide Retirement Solutions, Inc. (“Nationwide) agrees as the Administrative Service Provider to administer loans pursuant to the terms of the (“Plan”) and in accordance with the terms of the Plan Loan Program (including the attached Addendum A - Plan Election Worksheet) as approved by the Employer/Plan Administrator/Plan Sponsor, herein collectively referred to as “Plan Sponsor”. The Plan Sponsor directs Nationwide to administer loans in accordance with this document. The Plan Sponsor may amend or terminate the Plan Loan Program at any time within any constraints placed by Nationwide. The Plan Sponsor is encouraged to consult with its legal counsel and/or its tax advisors in determining whether the procedures identified herein are appropriate for the Plan. The Plan Sponsor acknowledges that Nationwide may need to make changes from time-to-time to the procedures set forth herein and may request amendments to the Plan documents to maintain compliance of the Plan’s Loan Program with Internal Revenue Service (“IRS”) guidelines. In such a case, Nationwide will provide Plan Sponsor with timely notice of such changes as they become necessary. 1. Loan Administration - Plan Sponsor delegates to Nationwide certain administrative duties and responsibilities, as a non-discretionary third-party administrator and record keeper for the Plan Sponsor regarding the administration of loans from the Plan, which are set forth herein and which may be modified by Nationwide upon timely notice to and acceptance by the Plan Sponsor. 2. Loan Eligibility - Any Plan participant, who falls into one of the employee statuses that the Plan Sponsor has elected in Addendum A, may apply for a loan from the Plan. Each participant is entitled to one outstanding loan from the Plan at any time. Nationwide will process or deny the participant’s loan request based on the terms of the Plan Loan Program. 3. Loan Initiation and Loan Application - To receive a loan from the Plan, an eligible participant must complete all required documents provided in the Loan Packet and return them to Nationwide. Before a loan is issued, the participant must enter into a legally enforceable Loan Agreement as provided by Nationwide in the Loan Packet. A loan initiation fee will be deducted from the participant’s account after the loan has been funded by the participant’s account. Loan Repayment information will be supplied to the Employer Plan Sponsor via electronic file for Payroll Deduct Loans. 4. Loan Security - The Plan will require that adequate security be provided by the participant before a loan is granted. For this purpose, the Plan will only consider a participant’s interest under the Plan to be adequate security. By accepting a loan, the participant is giving the Plan a security interest in his or her vested account balance equal to the total loan amount, but not to exceed 50% of the participant’s vested account balance. 5. Loan Money Source - A loan shall be modeled considering the participant’s vested Plan account balance. Loans shall be funded pro-rata from all available participant account money sources within the Plan. To the extent a participant has a self-directed brokerage account, no funding from such self-directed brokerage account shall be permitted. 6. Minimum and Maximum Loan Term - The minimum and maximum loan term over which a general-purpose loan may be repaid is the term elected by the Plan Sponsor in Addendum A. Except as otherwise provided herein, the maximum loan term shall not exceed five years for a general-purpose loan or, if elected by the Plan Sponsor in Addendum A, for the purchase of the participant’s principal residence. 7. Minimum/Maximum Loan Amount - The minimum loan amount permitted shall be the amount elected by the Plan Sponsor in Addendum A. The maximum amount of any loan permitted under the Plan shall comply with Section 72(p) of the Internal Revenue Code (“IRC”) and (when added to the outstanding balance of all other loans from all plans sponsored by the same employer) is the lesser of (i) $50,000, reduced by the excess (if any) of (A) the highest outstanding balance of loans from all plans sponsored by the same employer, during the one-year period ending on the day before the date on which the loan was made over (B) the outstanding balance of loans from all plans sponsored by the same employer, on the date on which the loan is made, or (ii) one half of the present value of the participant’s vested account balance. 8. Loan Amortization - Each loan shall be amortized with interest accruing immediately, with repayments beginning approximately 30 days from the date the loan is processed, in substantially equal repayments consisting of principal and interest during the term of the loan. Repayments of principal and interest shall be made in a manner and pursuant to the terms set forth in the Loan Agreement. The amount of the final payment may be higher or lower depending upon the participant’s repayment history. Page 1 of 5 Nationwide Retirement Solutions Non-ERISA Plan Loan Program Town of Leesburg 457(b) Deferred Compensation Plan 30 197 Item b. NRF-1066AO.2 (12/2023) Page 2 of 5 Non-ERISA Plan Loan Program - NRS 9. Loan Repayment - Repayment of any loan made to a participant shall be made in a manner and pursuant to the terms set forth in the Loan Agreement. Loans must be repaid according to the repayment method elected by the Plan Sponsor in Addendum A. If payroll deduction is selected as the repayment method, then the Plan Sponsor will ensure the timely set-up of payroll deduction for loan repayments in accordance with the loan amortization schedule. A participant receiving a loan that is being repaid via ACH shall be required to furnish the information and authorization necessary to effectuate the foregoing repayments prior to the commencement of a loan. In the event that an employed participant with an outstanding loan takes a distribution from the Plan, the distribution event does not alleviate the requirement to continue to repay on the outstanding loan balance. 10. Loan Prepayment - The entire amount of a loan, including outstanding principal and any accrued interest, may be paid without penalty prior to the end of the term of the loan in the manner prescribed by Nationwide. 11. Loan Overpayment - In the event Nationwide receives a loan overpayment, any amount over the repayment amount due will be applied or refunded according to the administrative policies of Nationwide. 12. Cure Period - If a participant fails to make a loan repayment when due, the missed repayment must be made within the cure period elected by the Plan Sponsor in Addendum A. 13. Default/Deemed Distribution - If the participant fails to make up a missed loan repayment within the cure period the outstanding loan balance, including accrued interest, will be defaulted and treated as a deemed distribution, effective as of the end of the cure period elected by the Plan Sponsor. A deemed distribution is treated as a distribution from the Plan for federal (and possibly state or local) income tax purposes. Therefore, amounts treated as a deemed distribution will be subject to federal, state and/or local income taxes, and may be subject to an additional 10% early withdrawal tax. A Form 1099-R will be issued to the participant reflecting the deemed distribution. The participant shall remain obligated to repay the loan, including accrued interest, even after a deemed distribution has occurred. Any payment made on a defaulted loan will be applied to the outstanding balance of the loan including accrued interest. Such repayment(s), following the date of default, will be treated as after-tax amounts and the participant will receive tax basis in his or her Plan account for such amounts. The outstanding loan balance will be offset upon notification to Nationwide of the death of such participant. A participant who has defaulted on a previous loan shall not be eligible for another loan from the Plan until all such defaulted loans are repaid in full, including accrued interest. In addition, 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 outstanding loan is repaid in full including accrued interest. 14. Loan Offset - A loan offset is a reduction of the participant’s account balance by the outstanding loan balance and represents an actual distribution from the participant’s account. A loan offset which does not follow a deemed distribution will be subject to ordinary income tax and maybe subject to an additional 10% early withdrawal tax. A Form 1099-R will be issued to the participant reflecting the loan offset. A loan offset which follows a deemed distribution will not be subject to taxation. For Plans who have elected to make repayments via Payroll Deduct, upon severance of employment, the entire amount of the outstanding loan balance, including accrued interest, will become due and payable. If the loan is not repaid in full prior to the end of the cure period in which the severance of employment occurred, the loan will be treated as a loan offset. 15. Loans Offered from Other Administrative Service Providers/Multiple Vendor Arrangements - The IRC requires the maximum loan amount be applied in the aggregate to all loans made under any plan sponsored by an employer. In the event the employer offers this Plan through multiple service providers or has other Plans at multiple vendors, the Plan Sponsor and/or participant and not Nationwide shall at all times remain responsible for ensuring that any loan received under this Plan is in accordance with the limits defined above in 7. Nationwide shall apply the maximum loan amount limit and any other limits imposed under the IRC without regard to any other loans received by the participant from any other administrative service provider(s) under this Plan or any other plan maintained by the Plan Sponsor. Any tax reporting required as a result of the receipt by a participant of a loan that exceeds the limits imposed by federal regulations shall not be the responsibility of Nationwide, unless it is determined that such limits were exceeded solely as a result of a loan made through Nationwide as the sole service provider. Consequently, Nationwide shall not be required to account for loans made pursuant to a plan other than this Plan or loans made under this Plan that are made by another provider. 16. Suspension of Loan Repayments a. Military Leave of Absence - A participant’s obligation to repay any loan under the Plan may be suspended, as may be required by law, during the period in which the participant is performing service in the United States military. A participant may elect to continue making repayments during the suspension period by submitting a check for the regularly scheduled repayment amount. The participant must resume repayment of the loan upon his or her completion of military service and the outstanding loan balance, including any accrued interest and fees, must be repaid and may be re-amortized over a period that does not exceed the latest permissible term for a loan under the regulations plus the period of the military service. While the participant is on active duty in the United States military, the interest rate on the loan shall not exceed 6%, compounded annually unless the participant elects in writing during or after his or her military leave of absence to have the loan’s higher existing interest rate, if applicable, apply to the loan. The Plan Sponsor assumes responsibility to notify Nationwide when a participant begins and returns from a military leave of absence. 198 Item b. NRF-1066AO.2 (12/2023) Page 3 of 5 Non-ERISA Plan Loan Program - NRS b. Non-Military Leave of Absence - A participant’s obligation to repay any loan under the Plan may be suspended during the period (not to exceed one (1) year) while the participant is on an approved non-military leave of absence and the participant provides requested documentation regarding the non-military leave of absence. A participant may elect to continue making repayments during the suspension period by submitting a check for the regularly scheduled repayment amount. The participant must resume repayment of the loan upon the earlier of his or her return from approved non-military leave of absence, or one (1) year of suspension. At such point the outstanding loan balance, including any accrued interest and fees, must be repaid or may be re-amortized over a period that does not exceed the latest permissible term for a loan under the regulations. The Plan Sponsor assumes responsibility to notify Nationwide when a participant begins and returns from an approved non-military leave of absence. 17. Loan Interest Rate - The interest rates for a loan shall be commensurate with interest rates being charged by entities in the business of lending money under similar circumstances. The loan interest rate will be the Prime Rate plus an additional amount expressed as a percentage elected by the Plan Sponsor in Addendum A, plus any other administrative and/or asset fees, as applicable. The Prime Rate shall be the prime rate published by the Wall Street Journal two weeks prior to the end of the most current calendar-year quarter and the new rate will be effective on the first day of the new calendar quarter and the new rate will be effective on the first day of the new calendar quarter. The loan interest rate may be adjusted for participants performing service in the United States military as may be required by law (See Section 16a.) 18. Fees - Fees described in these loan procedures will appear as administrative charges on participant statements. These fees are subject to change by Nationwide upon reasonable notice to the Plan Sponsor. a. Loan Initiation Fee - A loan initiation fee of $50 will be deducted from the participant’s account at the time the loan is funded. b. Annual Maintenance Fee - An annual loan maintenance fee of $50 will be deducted from the participant’s account on the anniversary date of the original loan initiation, until the loan is repaid in full or the loan has defaulted. In the event that the loan defaults, the annual loan maintenance fee will no longer be assessed, and the annual loan default fee described below (See Section 18f) will be applied. c. Asset Fees - The amount of the outstanding loan balance will be subject to the maximum asset fee, administrative charge or such other fees Nationwide is entitled to receive under its separate agreement with the Plan Sponsor. d. Insufficient Funds Fee - If Nationwide is unable to process an ACH debit repayment or personal check on the date due, through no fault of Nationwide, a fee of $25 will be deducted from the participant’s account. e. Loan Default Fee - At the time a loan is treated as a deemed distribution, a $50 fee will be deducted from the participant’s account. f. Annual Loan Default Fee - An annual loan default fee of $50 will be deducted from the participant’s account on the anniversary date of the original loan default until the loan is repaid in full or offset. 19. Loan Correction - In the event an error occurs in the administration of a loan, at the Plan Sponsor’s direction, Nationwide may undertake corrections of the error in accordance with methods prescribed by the IRS or through any IRS correction program. 20. Adoption of Plan Loan Procedures - The undersigned Plan Sponsor hereby adopts these procedures effective for loans issued on or after the Effective Date set forth below and instructs Nationwide to administer loans made to Plan participants in accordance with these terms and the elections made on the attached “Plan Election Worksheet” (See Addendum A). The Plan Sponsor acknowledges the following: (i) that the Plan Sponsor has decided to offer loans under the Plan and is instructing Nationwide to administer loans under the Plan in a nondiscriminatory manner; (ii) it understands that, as a result of offering loans under the Plan, the Plan participants could be subject to adverse tax consequences upon default of the loan; (iii) the Plan Sponsor has independently weighed these risks, and despite the risks has determined that offering loans under the Plan is in the best interest of Plan participants; (iv) any previous loan procedures or loan reference documents, are hereby superseded by these procedures; and (v) Nationwide shall not be liable for any adverse tax consequences described in (ii), except as specifically stated under paragraph 15 herein, resulting from the Plan Sponsor’s decision to offer loans under the Plan. Plan Sponsor Name (“Sponsor”)(please print): Street Address: City: State: Zip: Plan Name (“Plan”): Plan Number: Signature: Title: Date of Adoption: Effective Date: (If different than Date of Adoption) An executed copy of this Program (including the attached Addendum A - Plan Election Worksheet) should be returned to Nationwide Retirement Solutions. Town of Leesburg Town of Leesburg 457(b) Deferred Compensation Plan 25 W. Market Street Leesburg VA 20176 199 Item b. NRF-1066AO.2 (12/2023) Page 4 of 5 Non-ERISA Plan Loan Program - NRS Addendum A - Plan Election Worksheet Plan Name: The following sections identify Plan elections which are incorporated and made a part of the attached “Plan Loan Program.” In the event that an election is not made within any section, Nationwide Retirement Solutions will administer the loan program according to current Nationwide policies as listed under each section below. The current Nationwide policies may be changed by Nationwide at any time. If Nationwide policies change, the Plan Sponsor will be notified in a timely manner. Unless otherwise specified, only one election is allowed per section. The elections contained herein apply solely to the Plan. Any sections, including limitations, do not extend to any other plans offered by the Plan Sponsor. 1. Loan Eligibility: Plan Sponsor elects to allow the following participants the ability to initiate a loan under the Plan. The Plan Sponsor is solely responsible for informing Nationwide of any future changes in the participant’s employment status (check all that apply). c Employed c Approved Non-Military Leave of Absence c Military Leave of Absence c Disabled (only available for ACH) c Retired (only available for ACH) c Terminated (only available for ACH) Current Nationwide Policy: All listed participant employment statuses are eligible to initiate a loan if ACH is the elected repayment method. If the repayment method elected is Payroll Deduction, the only eligible participant employment status is Employed, Approved Non-Military Leave of Absence and Military Leave of Absence. 2. General Purpose Loan Terms: a. Minimum Loan Term - Plan elects the following minimum loan term: c One year c Other - Specify minimum loan term: (not to be less than six months) Current Nationwide Policy: The minimum loan term is one year b. Maximum Loan Term - Plan elects the following maximum loan term: c Five years c Other - Specify maximum loan term: (not to exceed a term of five years) Current Nationwide Policy: The maximum loan term is five years 3. Minimum Loan Amount: Plan elects to have a minimum loan amount of: c $1,000 c Other - Specify minimum loan amount: $ (not to be less than $500) Current Nationwide Policy: The minimum loan amount is $1,000. 4. Repayment Method: Plan elects to provide participants with one of the following loan repayment methods: c Monthly Automated Clearing House (“ACH”) c Payroll Deduction (Plan Sponsor will be required to provide a payroll calendar.) (This repayment method is limited to Employed status - see Section 1) c Allow Disabled/Retired/Terminated participants to continue repaying outstanding loans via “ACH” Current Nationwide Policy: Monthly ACH is the repayment method. 5. Cure Period: If a participant misses a scheduled loan repayment, the missed repayment must be received by the end of the specified cure period. Plan elects to apply a cure period with the following length: c 31 Days c 62 Days c 93 Days c Calendar quarter following the calendar quarter in which the scheduled repayment was missed Current Nationwide Policy: The cure period is 31 days when ACH is the elected repayment method. The cure period is Calendar quarter following the calendar quarter in which the scheduled repayment was missed when the repayment method elected is Payroll Deduction. Town of Leesburg 457(b) Deferred Compensation Plan 4 4 4 4 4 4 4 4 200 Item b. NRF-1066AO.2 (12/2023) Page 5 of 5 Non-ERISA Plan Loan Program - NRS 6. Loan Interest Rate: Plan elects the following interest rate for participant loans: c Prime Rate plus 2% plus applicable fees c Prime Rate plus 1% plus applicable fees c Prime Rate plus % (not to be lower than 0%) plus applicable fees Current Nationwide Policy: Prime Rate plus 2% plus applicable fees 7. Loans for the Purchase of a Principal Residence: a. Plan elects to permit loans for the purchase of the participant’s principal residence: c Yes c No In the event Plan elects to allow Principal Residence loans, only one Principal Residence loan outstanding at a time is permitted. The Principal Residence loan is included in the maximum number of outstanding loans (See Section 2 of the Plan Loan Program). Additionally, the participant will be required to sign a Principal Residence Certificate and provide Nationwide with sufficient additional documents to support the purchase of a principal residence. Internet initiation is not available for Principal Residence loans. Current Nationwide Policy: Principal Residence loans are not allowed b. Minimum Loan term: Plan elects to have a minimum loan term for Principal Residence loans of: c Five years c Other - Specify minimum loan term: (not to be less than one year) Current Nationwide Policy: Principal Residence loans have a minimum term of five years. c. Maximum Loan Term: Plan elects to have a maximum loan term for Principal Residence loans of: c 15 years c Other - Specify maximum loan term: (not to exceed a term of 30 years) Current Nationwide Policy: Principal Residence loans have a maximum term of 15 years. 8. Internet Utilization: Plan elects to allow participants to use Internet for: c Only the modeling of loans c Both modeling and initiation of loans c Plan declines the use of the Internet for either the modeling or initiation of loans Current Nationwide Policy: Participants can use the Internet for modeling and initiation of loans. Loan initiation on the Internet is limited to General Purpose loans. Principal Residence loans will not be initiated electronically. 4 4 4 4 30 4 201 Item b. NRF-0703AO.2 (03/2023)For help, please call 877-496-1630 nrsforu.com/plansponsor Page 1 of 2 Loan Provision Elections Nationwide Retirement SolutionsPlan Loan ProgramTransition Loan Addendum B The following provision elections identify how the Participant loans initiated at the previous Administrative Service Provider, identified below, will be administered with Nationwide Retirement Solutions (“NRS”). In the event an election is not made for any provision below, the Plan Sponsor directs NRS to administer the loan provisions according to current NRS policies as listed under each provision of the Plan Loan Program. Previous Administrative Service Provider Name: The elections contained herein apply solely to this Plan. Any provisions, including limitations, do not extend to any other plans offered by the Plan Sponsor. The Plan hereby makes the following elections: 1. Number of Active Loans Allowed per Participant: (select one - if other, indicate number of loans) One (1) loan Two (2) loans Other: loans 2. Loan Repayment Method(s) Allowed to Participants: (select all that apply) Monthly Automated Clearing House (“ACH”) Debit Payroll Deduction (Plan Sponsor will be required to provide a payroll calendar) Personal Check NOTE: Loan repayments will be allocated to the Participant’s account based on how the loan was originally funded. 3. Missed Loan Repayment Cure Period: (select one) If a Participant misses a scheduled loan repayment, the missed repayment must be received by the end of the specified cure period. 31 days 62 days 93 days The end of the calendar quarter following the calendar quarter in which the scheduled loan repayment was missed 4. Non-Military Leave of Absence - Suspension of Loan Repayments: (select one) During an approved non-military leave of absence, a Participant’s obligation to repay any loan under the Plan may be suspended for a period not to exceed one year. The Participant must provide requested documentation regarding the non-military leave of absence from his or her employer. Allowed Not allowed 5. Loans for the Purchase of a Principal Residence - Maximum Loan Term: (indicate number of years) years (not to exceed 30 years) 6. Loan Fee(s): (select all that apply and indicate the amount of each fee selected) Annual Loan Maintenance Fee .......$ Insufficient Funds Fee ........................$ Default Fee .............................................$ Annual Default Fee ..............................$ Other .........................................................$ Other .........................................................$ Continued on next page... Mission Square Retirement 4 4 4 30 4 75 4 25 202 Item b. NRF-0703AO.2 (03/2023)For help, please call 877-496-1630 nrsforu.com/plansponsor Page 2 of 2 Nationwide and the Nationwide N and Eagle are service marks of Nationwide Mutual Insurance Company. ©2023 Nationwide Acknowledgment and Authorization The Plan Sponsor acknowledges the following: • They have previously executed Plan Loan Program; • They are instructing NRS to administer loans which transition to Nationwide from the previous Administrative Service Provider based on the provisions elected in this Transition Loan Addendum; • The provisions elected in this Transition Loan Addendum are representative of the Plan Loan Program from the previous Administrative Service Provider; • Upon adoption, this Transition Loan Addendum will be incorporated into the Plan Loan Program; and • NRS will not be responsible for the administration of loans for this Plan prior to the Effective Date of this Transition Loan Addendum. Plan Name (“Plan”): Plan Number: Plan Sponsor Name: Street Address: City: State: Zip: Signature: Title: Date of Adoption: Effective Date: (If different than Date of Adoption) Town of Leesburg 457(b) Deferred Compensation Plan Town of Leesburg 25 W. Market Street Leesburg VA 20176 203 Item b. TOWN OF LEESBURG 457(B) DEFERRED COMPENSATION PLAN SUMMARY OF 457 PLAN PROVISIONS 204 Item b. 1 TABLE OF CONTENTS INTRODUCTION TO YOUR PLAN ARTICLE I PARTICIPATION IN THE PLAN Am I eligible to participate in the Plan? ........................................................................................................................................................... 1 When am I eligible to participate in the Plan? .................................................................................................................................................. 1 When is my entry date? .................................................................................................................................................................................... 1 ARTICLE II CONTRIBUTIONS What kind of contributions may I make to the Plan and how do my contributions affect my taxes? ................................................................ 1 Is there a limit on the amount of elective deferrals that can be made each year? .............................................................................................. 2 How do I make an election to defer? ................................................................................................................................................................ 2 What are rollover contributions? ...................................................................................................................................................................... 2 What are In-Plan Roth Rollover Contributions? ............................................................................................................................................... 2 What are In-Plan Roth Transfers? ..................................................................................................................................................................... 3 What compensation is used to determine my Plan benefits? ............................................................................................................................ 3 ARTICLE III DISTRIBUTIONS When will I be entitled to a distribution from the Plan? ................................................................................................................................... 3 What is the Plan's normal retirement age? ........................................................................................................................................................ 4 What is my vested interest in my account? ....................................................................................................................................................... 4 How will my benefits be paid? ......................................................................................................................................................................... 4 May I elect to roll over my account to another plan or IRA? ............................................................................................................................ 4 What happens if I get divorced? ....................................................................................................................................................................... 4 ARTICLE IV DEATH BENEFITS What happens if I die while working for the Employer? .................................................................................................................................. 5 When will the death benefit be paid to my beneficiary? ................................................................................................................................... 5 What happens if I'm a participant, terminate employment, and die before receiving all my benefits? ............................................................. 5 ARTICLE V IN-SERVICE DISTRIBUTIONS Can I withdraw money from my account while working for the Employer? .................................................................................................... 5 ARTICLE VI TAX TREATMENT OF DISTRIBUTIONS What are my tax consequences when I receive a distribution from the Plan? ................................................................................................... 6 Can I reduce or defer tax on my distribution? ................................................................................................................................................... 6 ARTICLE VII LOANS Is it possible to borrow money from the Plan? ................................................................................................................................................. 6 205 Item b. 2 ARTICLE VIII CLAIMS AND BENEFITS Can the Plan be amended? ................................................................................................................................................................................ 6 What happens if the Plan is discontinued or terminated? ................................................................................................................................. 7 How do I submit a claim for Plan benefits? ...................................................................................................................................................... 7 ARTICLE IX GENERAL INFORMATION ABOUT THE PLAN Employer Information ...................................................................................................................................................................................... 7 Administrator Information ................................................................................................................................................................................ 8 Plan Funding Medium ...................................................................................................................................................................................... 8 206 Item b. 1 TOWN OF LEESBURG 457(B) DEFERRED COMPENSATION PLAN SUMMARY OF 457 PLAN PROVISIONS INTRODUCTION TO YOUR PLAN Town of Leesburg 457(b) Deferred Compensation Plan ("Plan") has been adopted to provide you with the opportunity to save for retirement on a tax-advantaged basis. This Plan is a type of retirement plan commonly referred to as a Governmental Eligible 457 Plan. This summary of 457 Plan Provisions contains valuable information regarding when you may become eligible to participate in the Plan, your Plan benefits, your distribution options, and many other features of the Plan. You should take the time to read this Summary to get a better understanding of your rights and obligations under the Plan. We have attempted to answer most of the questions you may have regarding your benefits in the Plan. If this summary does not answer all of your questions, please contact the Administrator. The name and address of the Administrator can be found in the Article of this summary entitled "General Information About The Plan." This summary describes the Plan's benefits and obligations as contained in the legal Plan document, which governs the operation of the Plan. The Plan document is written in much more technical and precise language. If the non-technical language under this summary and the technical, legal language of the Plan document conflict, the Plan document always governs. If you wish to receive a copy of the legal Plan document, please contact the Administrator. This summary describes the current provisions of the Plan. The Plan is subject to federal laws, such as the Internal Revenue Code and other federal and state laws which may affect your rights. The provisions of the Plan are subject to revision due to a change in laws or due to pronouncements by the Internal Revenue Service (IRS). The Employer may also amend or terminate this Plan. The Administrator will notify you if the provisions of the Plan that are described in this summary change. This summary does not address the provisions of specific investment products. ARTICLE I PARTICIPATION IN THE PLAN Am I eligible to participate in the Plan? All employees are eligible once they satisfy the eligibility conditions, if any, described in the next question. Independent contractors are not eligible to participate in the Plan. When am I eligible to participate in the Plan? Provided you are an eligible employee, you will be eligible on your date of hire. You will actually enter the Plan once you reach the entry date as described in the next question. When is my entry date? Provided you are an eligible employee, you will be able to participate in the Plan beginning on your date of hire. ARTICLE II CONTRIBUTIONS What kind of contributions may I make to the Plan and how do my contributions affect my taxes? As a participant under the Plan, you may elect to reduce your compensation by a specific percentage or dollar amount and have that amount contributed to the Plan. The Plan refers to this as an "elective deferral." There are two types of elective deferrals, pre-tax deferrals and Roth deferrals. For purposes of this summary "deferrals" or "elective deferrals" generally means both pre-tax deferrals and Roth deferrals. If you make pre-tax deferrals, your taxable income is reduced by the deferral contributions so you pay less in federal income taxes. Later, when the Plan distributes the deferrals and earnings, you will pay the taxes on those deferrals and the earnings. Federal income taxes on the pre-tax deferral contributions and on the earnings are only postponed. If you elect to make Roth deferrals, the deferrals are subject to federal income taxes in the year of deferral. However, the Roth deferrals and, if you meet certain conditions, the earnings on the Roth deferrals are not subject to federal income taxes when distributed to you. This means that the earnings on the Roth deferrals may never be subject to Federal income tax. See "What are my tax consequences when I receive a distribution from the Plan?" Both your pre-tax and Roth deferrals will be subject to Social Security taxes at the time of your deferral. 207 Item b. 2 Is there a limit on the amount of elective deferrals that can be made each year? As a participant, you may elect to defer a percentage of your compensation each year instead of receiving that amount in cash. The Administrator will notify you of the maximum percentage you may defer. You may make deferrals from your accumulated sick pay, from accumulated vacation pay or from back pay. Your total elective deferrals in any calendar year may not exceed a certain dollar limit which is set by law ("elective deferral limit"). The elective deferral limit for 2024 is $23,000. After 2024, the elective deferral limit may increase for cost-of-living adjustments. If you are age 50 or will attain age 50 before the end of a calendar year, you may make additional deferrals (called "age 50 catch-up deferrals") for that year and following years. If you meet the age 50 requirement and your salary deferrals exceed the elective deferral limit described above, then any excess will be an age 50 catch-up deferral. The maximum catch-up deferral that you can make in 2024 is $7,500. After 2024, the maximum age 50 catch-up contribution limit may increase for cost-of-living adjustments. Instead of the "age 50-catch-up deferrals" there is an alternative catch-up limit that is available in the three years prior to your normal retirement age. This increased limit (called "Special NRA Catch-Up Contributions") is designed to allow make-up contributions for prior years when contributions to the plan were less than the maximum contribution that could have been made in those years. The additional catch-up amount is equal to the difference between the amounts that could have been contributed in the prior years less the amounts that actually were contributed in those years. However, the additional catch-up for the year cannot exceed the general limit for the year. Thus, if you are entitled to the full Special NRA Catch-up Contribution, your contributions in the last three years prior to your normal retirement age cannot exceed two times the regular elective deferral limit for the year. If you qualify for both Age 50 Catch-Up Deferrals and Special NRA Catch-Up Deferrals, you are limited to the greater of the two catch-up limitations. How do I make an election to defer? The amount you elect to defer will be deducted from your pay in accordance with a procedure established by the Plan Administrator. If you wish to defer, the procedure will require that you enter into a salary reduction agreement. You may elect to defer a portion of your compensation payable on or after your Entry Date. Such election must be made prior to the first day of a calendar month in which you wish to defer and will become effective as soon as administratively feasible after it is received by the Plan Administrator. Your election will remain in effect until you modify or terminate it. You may revoke or make modifications to your salary deferral election in accordance with procedures that the Employer provides. See the Plan Administrator for further information. What are rollover contributions? Rollover contributions. If you are a Participant, you may be permitted to deposit into the Plan distributions you have received from other retirement plans. Such a deposit is called a "rollover" and may result in tax savings to you. You may ask the Administrator or Trustee of the other plan or IRA to directly transfer (a "direct rollover") to this Plan all or a portion of any amount that you are entitled to receive as a distribution from such plan. Alternatively, you may elect to deposit any amount eligible to be rolled over within 60 days of your receipt of the distribution. You should consult qualified counsel to determine if a rollover is in your best interest. Rollover account. Your rollover will be accounted for in a "rollover account." You will always be 100% vested in your "rollover account" (see the Article in this SPD entitled "Vesting"). This means that you will always be entitled to all amounts in your rollover account. Rollover contributions will be affected by any investment gains or losses. Withdrawal of rollover contributions. You may withdraw the amounts in your "rollover account" at any time. What are In-Plan Roth Rollover Contributions? In-Plan Roth Rollover Contributions. If you are eligible for a distribution from an account and you are currently an employee, you may elect to roll over the distribution to a designated Roth contribution account in the Plan (referred to as an In-Plan Roth Rollover Contribution). You may only roll over the distribution directly. Taxation and irrevocable election. You do not pay taxes on the contributions or earnings of your pre-tax accounts until you receive an actual distribution. In other words, the taxes on the contributions and earnings in your pre-tax accounts are deferred until a distribution is made. Roth accounts, however, are the opposite. With a Roth account you pay current taxes on the amounts contributed. When a distribution is made to you from the Roth account, you do not pay taxes on the amounts you had contributed. In addition, if you have a "qualified distribution" (explained below), you do not pay taxes on the earnings that are attributable to the contributions. If you elect an In-Plan Roth Rollover Contribution, then the contribution will be included in your income for the year. Once you make an election, it cannot be changed. It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the Plan to pay the additional taxes. The In-Plan Roth Rollover Contribution does not affect the timing of when a distribution may be made to you under the Plan; the contribution only changes the tax character of your account. You should consult with your tax advisor prior to making such a rollover. 208 Item b. 3 Qualified distribution. As explained above, a distribution of the earnings on your Roth account will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you first make the Roth rollover and ending on the last day of the calendar year that is 5-years later. See "What are my tax consequences when I receive a distribution from the Plan?" later in this SPD. What are In-Plan Roth Transfers? In-Plan Roth Transfers. As a Participant under the Plan, you may make an In-Plan Roth Transfer, provided you are an employee at the time of the transfer. An In-Plan Roth Transfer allows you to elect to change the tax treatment of all or some of your pre-tax accounts, as explained below. Taxation and irrevocable election. You do not pay taxes on the contributions or earnings of your pre-tax accounts until you receive an actual distribution. In other words, the taxes on the contributions and earnings in your pre-tax accounts are deferred until a distribution is made. Roth accounts, however, are the opposite. With a Roth account you pay current taxes on the amounts contributed. When a distribution is made to you from the Roth account, you do not pay taxes on the amounts you had contributed. In addition, if you have a "qualified distribution" (explained below), you do not pay taxes on the earnings that are attributable to the contributions. The In-Plan Roth Transfer allows you to transfer amounts from pre-tax accounts to an In-Plan Roth Transfer Account. If you elect to make such a transfer, then the amount transferred will be included in your income for the year. Once you make an election, it cannot be changed. It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the Plan to pay the additional taxes. The In-Plan Roth Transfer does not affect the timing of when a distribution may be made to you under the Plan; the In-Plan Roth Transfer only changes the tax character of your account. You should consult with your tax advisor prior to making a transfer election. Qualified distribution. As explained above, a distribution of the earnings on your Roth account will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you make the In-Plan Roth Transfer and ending on the last day of the calendar year that is 5-years later. See "What are my tax consequences when I receive a distribution from the Plan?" later in this SPD. What compensation is used to determine my Plan benefits? Definition of compensation. For the purposes of the Plan, compensation has a special meaning. Compensation is generally defined as your total compensation that is subject to income tax and paid to you by your Employer during the Plan Year. The Plan takes into account elective deferrals to retirement plans (including this one) cafeteria plans, or qualified transportation fringe benefit plans. The following describes the adjustments to compensation that may apply for the different types of contributions provided under the Plan:  Compensation paid after you terminate is generally excluded for Plan purposes. However, the following amounts will be included in compensation even though they are paid after you terminate employment, provided these amounts would otherwise have been considered compensation as described above and provided they are paid within 2 1/2 months after you terminate employment, or if later, the last day of the Plan Year in which you terminate employment:  Compensation for services performed during your regular working hours, or for services outside your regular working hours or other similar payments that would have been made to you had you continued employment.  Compensation paid for unused accrued bona fide sick, vacation or other leave, if such amounts would have been included in compensation if paid prior to your termination of employment and you would have been able to use the leave if employment had continued. ARTICLE III DISTRIBUTIONS When will I be entitled to a distribution from the Plan? Distributions under the Plan may generally not be made prior to your termination of employment (for whatever reason, including death). The rules are explained in more detail below. If you terminate employment for any reason and at any age (including retirement), then you will be entitled to a distribution within The Plan will commence distribution in the absence of a Participant's election to commence payment earlier, no later than the Participant's required beginning date as defined under Plan Section 4.03. A Participant, with Plan Administrator approval of the election, may elect the method of distribution from the following choices: lump sum, installments or partial distribution (See the question "How will my benefits be paid?" for a further explanation of how benefits are paid from the Plan.) 209 Item b. 4 If your benefit does not exceed $1,000 then the distribution will automatically be paid to you as soon as administratively practical following your termination of employment. If your benefit exceeds $1,000, then you will be given the opportunity to elect to defer payment of the benefit, subject to certain limitations. In determining whether your vested account balance exceeds the $1,000 threshold, "rollovers" (and any earnings allocable to "rollover" contributions) will be taken into account. Military Service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. There may also be benefits for employees who die or become disabled while on active duty. Employees who receive wage continuation payments while in the military may benefit from various changes in the law. If you think you may be affected by these rules, ask the Administrator for further details. Distributions while on military duty. If you are on active military duty for more than 30 days, then the Plan treats you as having terminated employment for distribution purposes. This means that you may request a distribution from the Plan. If you request a distribution on account of this deemed termination of employment, then you are not permitted to make any contributions to the Plan for 6 (six) months after the date of the distribution. Required beginning date. Regardless of the above, the law requires that certain minimum distributions be made from the Plan. Distributions are required to begin not later than the April 1st following the later of the end of the year in which you reach age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) or terminate employment. You should see the Plan Administrator if you think you may be affected by these rules. What is the Plan's normal retirement age? You will attain your normal retirement age when you reach the age that you designate, which may not be earlier than age 65 and may not be later than age 70 1/2. If you are a police department employee, you will attain your normal retirement age when you reach age Age 50 with 25 Years of Service. If you are a fire department employee, you will attain your normal retirement age when you reach age Age 50 with 25 Years of Service. What is my vested interest in my account? You are always 100% vested in all your accounts under our plan. How will my benefits be paid?  A Participant, with Plan Administrator approval of the election, may elect the method of distribution from the following choices: lump sum, installments or partial distribution  A single lump-sum payment.  Installments over your life expectancy, but only if you are required to take distributions under the law because you reached your "required beginning date" (generally the later of age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) or the date you terminate employment). May I elect to roll over my account to another plan or IRA? If you are entitled to a distribution of more than $200, then you may elect whether to receive the distribution or to roll over the distribution to another retirement plan such as an individual retirement account ("IRA"). For this purpose, your Roth deferral account is treated separately. What happens if I get divorced? The Administrator will honor a "qualified domestic relations order." A "qualified domestic relations order" is defined as a decree or order issued by a court that obligates you to pay child support or alimony, or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, child or other dependent. If a qualified domestic relations order is received by the Administrator, all or a portion of your benefits may be used to satisfy the obligation. The Administrator will determine the validity of any domestic relations order received. You and your beneficiaries can obtain from the Administrator, without charge, a copy of the procedure used by the Administrator to determine whether a qualified domestic relations order is valid. 210 Item b. 5 ARTICLE IV DEATH BENEFITS What happens if I die while working for the Employer? If you die while still employed by the Employer, your entire account balance will be used to provide your beneficiary with a death benefit. Your beneficiary is the person or persons whom you designate on a form the Administrator provides for this purpose. If you are married, your spouse will be the beneficiary of the death benefit, unless you elect to change the beneficiary. If no valid designation of beneficiary exists, or if the beneficiary is not alive when you die, then the death benefit will be paid in the following order, unless the investment provider's documentation says otherwise: (a) Your surviving spouse; (b) Your children, including adopted children, and if a child dies before you, to their children, if any; or (c) Your Parents. Your surviving parents, in equal shares; and if none to (d) Your estate. When will the death benefit be paid to my beneficiary? Your death benefit will be paid to your beneficiary and payment will be made as your beneficiary elects, consistent with the Plan. See the Plan Administrator for further details. You should immediately report any change in your marital status to the Administrator. If you have specifically named your spouse as your beneficiary on a designation form, then the designation will be invalid upon your divorce. Effective after December 31, 2021, regardless of the method of distribution a beneficiary might otherwise be able to elect, generally if your designated beneficiary is a person (other than your estate or certain trusts), then minimum distributions of your death benefit must begin no later than the end of the calendar year which follows the year of your death and must be paid over a period not extending beyond your beneficiary's life expectancy. However, instead of a life expectancy based distribution, your designated beneficiary may elect to have the entire death benefit paid by the end of the tenth year following the year of your death. Generally, if your beneficiary is not a person, then your entire death benefit must be paid within five years after your death. Distributions must generally begin by April 1 of the calendar year following the year you turn age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) or, in some cases, when you retire, if later. For more information, see IRS Publication 590-B. What happens if I'm a participant, terminate employment, and die before receiving all my benefits? If you terminate employment with us and subsequently die, your beneficiary will be entitled to any remaining benefits that you were entitled to as of the date of your death. ARTICLE V IN-SERVICE DISTRIBUTIONS Can I withdraw money from my account while working for the Employer? You may receive a distribution from the Plan prior to your termination of employment if you satisfy certain conditions. These conditions are described below. However, this distribution will reduce the value of the benefits you will receive when you retire. Any in-service distribution is made at your election and will be made in accordance with the forms of distribution available under the investment product you have selected or under the Plan. You may receive a distribution if you have an "unforeseeable emergency," which is severe financial hardship resulting from an accident or illness to you, your spouse, dependent(s) or beneficiaries, a loss of property due to casualty, or other extraordinary and unforeseeable circumstances beyond your control. You may elect to receive a "de minimis" distribution of up to $5,000 provided: (i) your account does not exceed $5,000; (ii) you have not made any Salary Reduction Contributions or received any Employer contribution during the prior two years ending on the date you would have received the de minimis distribution; and (iii) you have not previously taken a de minimis distribution from the Plan. 211 Item b. 6 You may request a distribution of up to your entire account once you reach age 70 1/2. ARTICLE VI TAX TREATMENT OF DISTRIBUTIONS What are my tax consequences when I receive a distribution from the Plan? Generally, you must include any Plan distribution in your taxable income in the year in which you receive the distribution. The tax treatment may also depend on your age when you receive the distribution. If you receive distribution of a Roth deferral, since you paid current federal income tax on the deferral contribution in the year of deferral, the deferrals are not subject to federal income taxes when distributed to you. The earnings on Roth deferrals are also tax free upon distribution if you receive a "qualified distribution" from your Roth deferral account. In order to be a "qualified distribution," the distribution must occur after one of the following: (1) your attainment of age 59 1/2, (2) your disability, or (3) your death. In addition, the distribution must occur after the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you first make a Roth contribution to the Plan (or to another 401(k) plan or 403(b) plan if such amount was rolled over into the Plan) and ending on the last day of the calendar year that is 5 years later. For example, if you made your first Roth deferral under this Plan on November 30, 2012, your participation period would end on December 31, 2016. This means that you could take a qualified distribution as early as January 1, 2017. It is not necessary that you make a Roth contribution in each of the five years. If a distribution from your Roth deferral account is not a qualified distribution, the earnings distributed with the Roth deferrals will be taxable to you at the time of distribution (unless you roll over the distribution to another 457(b) plan, a Roth IRA, or a 401(k) plan that will accept the rollover). In addition, in some cases, there may be a 10% excise tax on the earnings that are distributed. Can I reduce or defer tax on my distribution? You may reduce, or defer entirely, the tax due on your distribution through use of one of the following methods: (a) The rollover of all or a portion of the distribution you actually receive to a traditional Individual Retirement Account (IRA) or another eligible employer plan. This will result in no tax being due until you begin withdrawing funds from the traditional IRA or other eligible employer plan. The rollover of the distribution, however, MUST be made within strict time frames (normally, within 60 days after you receive your distribution). Under certain circumstances all or a portion of a distribution may not qualify for this rollover treatment. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to roll over all or a portion of your distribution amount, the direct rollover option described in paragraph (b) below would be the better choice. (b) For most distributions, you may request that a "direct rollover" of all or a portion of the distribution to either a traditional Individual Retirement Account (IRA) or another employer plan willing to accept the rollover. A direct rollover will result in no tax being due until you withdraw funds from the traditional IRA or other qualified employer plan. Like the 60-day rollover, under certain circumstances all or a portion of the amount to be distributed may not qualify for this direct rollover, e.g., a distribution of less than $200 will not be eligible for a direct rollover. If you elect to actually receive the distribution rather than request a direct rollover, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes. WHENEVER YOU RECEIVE A DISTRIBUTION THAT IS AN ELIGIBLE ROLLOVER DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT WITH A QUALIFIED TAX ADVISOR BEFORE MAKING A CHOICE. ARTICLE VII LOANS Is it possible to borrow money from the Plan? Yes. Loans are permitted in accordance with the Plan Loan Policy. If you wish to receive a copy of the Loan Policy, please contact the Plan Administrator. ARTICLE VIII CLAIMS AND BENEFITS Can the Plan be amended? Yes. The Employer may amend the Plan at any time. No amendment will cause any reduction in the amount credited to your account. 212 Item b. 7 What happens if the Plan is discontinued or terminated? The Employer may terminate the Plan at any time. Upon termination, no more contributions may be made to the Plan. The Administrator will notify you of any modification or termination of the Plan. How do I submit a claim for Plan benefits? You may file a claim for benefits by submitting a written request for benefits to the Plan Administrator. You should contact the Plan Administrator to see if there is an applicable distribution form that must be used. If no specific form is required or available, then your written request for a distribution will be considered a claim for benefits. In the case of a claim for disability benefits, if disability is determined by the Plan Administrator (rather than by a third party such as the Social Security Administration), then you must also include with your claim sufficient evidence to enable the Plan Administrator to make a determination on whether you are disabled. Decisions on the claim will be made within a reasonable period of time appropriate to the circumstances. "Days" means calendar days. If the Plan Administrator determines the claim is valid, then you will receive a statement describing the amount of benefit, the method or methods of payment, the timing of distributions and other information relevant to the payment of the benefit. For purposes of the claims procedures described below, "you" refers to you, your authorized representative, or anyone else entitled to benefits under the Plan (such as a beneficiary). A document, record, or other information will be considered relevant to a claim if it:  Was relied upon in making the benefit determination;  Was submitted, considered, or generated in the course of making the benefit determination, without regard to whether it was relied upon in making the benefit determination;  Demonstrated compliance with the administrative processes and safeguards designed to ensure and to verify that benefit determinations are made in accordance with Plan documents and Plan provisions have been applied consistently with respect to all claimants; or  Constituted a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit. The Plan may offer additional voluntary appeal and/or mandatory arbitration procedures other than those described below. If applicable, the Plan will not assert that you failed to exhaust administrative remedies for failure to use the voluntary procedures, any statute of limitations or other defense based on timeliness is tolled during the time a voluntary appeal is pending; and the voluntary process is available only after exhaustion of the appeals process described in this section. If mandatory arbitration is offered by the Plan, the arbitration must be conducted instead of the appeal process described in this section, and you are not precluded from challenging the decision under ERISA §501(a) or other applicable law. ARTICLE IX GENERAL INFORMATION ABOUT THE PLAN There is certain general information that you may need to know about the Plan. This information has been summarized for you in this Article. The full name of the Plan is Town of Leesburg 457(b) Deferred Compensation Plan. This Plan was originally effective on May 31, 1994. The amended and restated provisions of the Plan become effective on May 16, 2024. The Plan's records are maintained on a twelve-month period of time. This is known as the "Plan Year." The Plan Year begins on January 1 and ends on December 31. Valuations of the Plan are generally made daily. The Plan will be governed by the laws of Virginia. Employer Information Your Employer's name, address, business telephone number, and identification number are: Town of Leesburg 25 W. Market Street Leesburg, Virginia 20176 (703) 771-2720 54-6001390 213 Item b. 8 Administrator Information The Employer is the Plan Administrator. The Plan Administrator is responsible for the day-to-day administration and operation of the Plan. For example, the Administrator maintains the Plan records, including your account information, provides you with the forms you need to complete for Plan participation and directs the payment of your account at the appropriate time. If you have any questions about the Plan and your participation, you should contact the Administrator. The Administrator may designate other parties to perform some duties of the Administrator, and some duties are the responsibility of the investment provider(s) to the Plan. The Administrator has the complete power, in its sole discretion, to determine all questions arising in connection with the administration, interpretation, and application of the Plan (and any related documents and underlying policies). Any such determination by the Administrator is conclusive and binding upon all persons. Plan Funding Medium All money that is contributed to the Plan is held in a trust fund. Nationwide Trust Company, FSB 10 W. Nationwide Blvd. Columbus, Ohio 43215 (877) 496-1630 214 Item b. Page 1 of 1 ADOPTING RESOLUTION The undersigned authorized representative of Town of Leesburg (the Employer) hereby certifies that the following resolutions were duly adopted by the Employer on ____________________, and that such resolutions have not been modified or rescinded as of the date hereof: RESOLVED, that the form of amended 457 Plan and Trust effective May 16, 2024, presented to this meeting is hereby approved and adopted and that an authorized representative of the Employer is hereby authorized and directed to execute and deliver to the Administrator of the Plan one or more counterparts of the Plan. The undersigned further certifies that attached hereto as Exhibits A and B, respectively, are true copies of Town of Leesburg 457(b) Deferred Compensation Plan as amended and restated and the Summary of 457 Provisions, which are hereby approved and adopted. Date: ___________________________________________ Signed: ___________________________________________ ___________________________________________ [print name/title] 215 Item b. Eligible 457 Plan © 2020 1 ADOPTION AGREEMENT FOR ELIGIBLE GOVERNMENTAL 457 PLAN The undersigned Employer, by executing this Adoption Agreement, establishes an Eligible 457 Plan ("Plan"). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Plan provisions. This Adoption Agreement, the basic plan document and any attached Appendices, amendments, or agreements permitted or referenced therein, constitute the Employer's entire plan document. All "Election" references within this Adoption Agreement or the basic plan document are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer may lengthen any space or line, or create additional tiers. When Employer-supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document. 1. EMPLOYER (1.11). Name: Town of Leesburg Address: 25 W. Market Street Street Leesburg Virginia 20176 City State Zip Telephone: (703) 771-2720 Taxpayer Identification Number (TIN): 54-6001390 2. PLAN NAME. Name: Town of Leesburg 457(b) Deferred Compensation Plan 3. PLAN YEAR (1.25). Plan Year means the 12 consecutive month period (except for a short Plan Year) ending every (Choose one of a. or b. and choose c. if applicable): [Note: Complete any applicable blanks under Election c. with a specific date, e.g., "June 30" OR "the last day of February" OR "the first Tuesday in January." In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., "May 1, 2013."] a. [X] December 31. b. [ ] Plan Year: ending: . c. [ ] Short Plan Year: commencing: and ending: . 4. EFFECTIVE DATE (1.08). The Employer's adoption of the Plan is a (Choose one of a. or b. Complete c. if new plan OR complete c. and d. if an amendment and restatement. Choose e. if applicable): a. [ ] New Plan. b. [X] Restated Plan. The Plan is a substitution and amendment of an existing 457 plan. Initial Effective Date of Plan c. [X] May 31, 1994 (enter month day, year; hereinafter called the "Effective Date" unless 4d is entered below) Restatement Effective Date (If this is an amendment and restatement, enter effective date of the restatement.) d. [X] May 16, 2024 (enter month day, year) Special Effective Dates: (optional) e. [ ] Describe: . 5. CONTRIBUTION TYPES. (If this is a frozen Plan (i.e., all contributions have ceased), choose a. only): Frozen Plan a. [ ] Contributions cease. All Contributions have ceased or will cease (Plan is frozen). 1. Effective date of freeze: [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.] 216 Item b. Eligible 457 Plan © 2020 2 Contributions. The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan (Choose one or more of b. through d. if applicable): b. [X] Pre-Tax Elective Deferrals. The dollar or percentage amount by which each Participant has elected to reduce his/her Compensation, as provided in the Participant's Salary Reduction Agreement (Choose one or more as applicable.): And will Matching Contributions be made with respect to Elective Deferrals? 1. [ ] Yes. See Question 16. 2. [X] No. And will Roth Elective Deferrals be made? 3. [X] Yes. [Note: The Employer may not limit Deferrals to Roth Deferrals only.] 4. [ ] No. c. [ ] Nonelective Contributions. See Question 17. d. [X] Rollover Contributions. See Question 30. 6. EXCLUDED EMPLOYEES (1.10). The following Employees are Excluded Employees and are not eligible to participate in the Plan (Choose one of a. or b.): a. [X] No exclusions. All Employees are eligible to participate. b. [ ] Exclusions. The following Employees are Excluded Employees (Choose one or more of 1. through 4.): 1. [ ] Part-time Employees. The Plan defines part-time Employees as Employees who normally work less than hours per week. 2. [ ] Hourly-paid Employees. 3. [ ] Leased Employees. The Plan excludes Leased Employees. 4. [ ] Specify: . 7. INDEPENDENT CONTRACTOR (1.16). The Plan (Choose one of a., b. or c.): a. [ ] Participate. Permits Independent Contractors to participate in the Plan. b. [X] Not Participate. Does not permit Independent Contractors to participate in the Plan. c. [ ] Specified Independent Contractors. Permits the following specified Independent Contractors to participate: . [Note: If the Employer elects to permit any or all Independent Contractors to participate in the Plan, the term Employee as used in the Plan includes such participating Independent Contractors.] 8. COMPENSATION (1.05). Subject to the following elections, Compensation for purposes of allocation of Deferral Contributions means: Base Definition (Choose one of a., b., c. or d.): a. [ ] Wages, tips and other compensation on Form W-2. b. [ ] Code §3401(a) wages (wages for withholding purposes). c. [X] 415 safe harbor compensation. d. [ ] Alternative (general) 415 Compensation. [Note: The Plan provides that the base definition of Compensation includes amounts that are not included in income due to Code §§401(k), 125,132(f)(4), 403(b), SEP, 414(h)(2), & 457. Compensation for an Independent Contractor means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies below.] Modifications to Compensation definition. The Employer elects to modify the Compensation definition as follows (Choose one of e. or f.): e. [X] No modifications. The Plan makes no modifications to the definition. f. [ ] Modifications (Choose one or more of 1. through 5.): 1. [ ] Fringe benefits. The Plan excludes all reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits. 2. [ ] Elective Contributions. [1.05(E)] The Plan excludes a Participant's Elective Contributions. 217 Item b. Eligible 457 Plan © 2020 3 3. [ ] Bonuses. The Plan excludes bonuses. 4. [ ] Overtime. The Plan excludes overtime. 5. [ ] Specify: . Compensation taken into account. For the Plan Year in which an Employee first becomes a Participant, the Plan Administrator will determine the allocation of matching and nonelective contributions by taking into account (Choose one of g. or h.): g. [ ] Plan Year. The Employee's Compensation for the entire Plan Year. (N/A if no matching or nonelective contributions) h. [ ] Compensation while a Participant. The Employee's Compensation only for the portion of the Plan Year in which the Employee actually is a Participant. (N/A if no matching or nonelective contributions) 9. POST-SEVERANCE COMPENSATION (1.05(F)). Compensation includes the following types of Post-Severance Compensation paid within any applicable time period as may be required (Choose one of a. or b.): a. [ ] None. The Plan does not take into account Post-Severance Compensation as to any Contribution Type except as required under the basic plan document. b. [X] Adjustments. The following Compensation adjustments apply (Choose one or more): 1. [X] Regular Pay. Post-Severance Compensation will include Regular Pay and it will apply to all Contribution Types. 2. [X] Leave-Cashouts. Post-Severance Compensation will include Leave Cashouts and it will apply to all Contribution Types. 3. [ ] Nonqualified Deferred Compensation. Post-Severance Compensation will include Deferred Compensation and it will apply to all Contribution Types. 4. [ ] Salary Continuation for Disabled Participants. Post-Severance Compensation will include Salary Continuation for Disabled Participants and it will apply to all Contribution Types. 5. [ ] Differential Wage Payments. Post-Severance Compensation will include Differential Wage Payments (military continuation payments) and it will apply to all Contribution Types. 6. [ ] Describe alternative Post-Severance Compensation definition, limit by Contribution Type, or limit by Participant group: . 10. NORMAL RETIREMENT AGE (1.20). A Participant attains Normal Retirement Age under the Plan (Choose one of a. or b.): a. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 1/2. The age may not be less than age 65, or, if earlier, the age at which a Participant may retire and receive benefits under the Employer's pension plan, if any.] b. [X] Participant designation. [Plan Section 3.05(B) and (B)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age 65 and may not be later than age 70 1/2 . [Note: The age may not exceed age 70 1/2.] Special Provisions for Police or Fire Department Employees (Choose c. and/or d. as applicable): c. [X] Police department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.): 1. [X] Plan designation. [Plan Section 3.05(B)] When the Participant attains age Age 50 with 25 Years of Service . [Note: The age may not exceed age 70 1/2 and may not be less than age 40.] 2. [ ] Participant designation. [Plan Section 3.05(B) and (B)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age (no earlier than age 40) and may not be later than age . [Note: The age may not exceed age 70 1/2.] d. [ ] Fire department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.): 1. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 1/2 and may not be less than age 40.] 2. [ ] Participant designation. [Plan Section 3.05(B) and (B)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age (no earlier than age 40) and may not be later than age . [Note: The age may not exceed age 70 1/2.] 11. ELIGIBILITY CONDITIONS (2.01). (Choose one of a. or b.): a. [X] No eligibility conditions. The Employee is eligible to participate in the Plan as of his/her first day of employment with the employer. b. [ ] Eligibility conditions. To become a Participant in the Plan, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of 1., 2. or 3.): 1. [ ] Age. Attainment of age . 218 Item b. Eligible 457 Plan © 2020 4 2. [ ] Service. Service requirement (Choose one of a. or b.): a. [ ] Year of Service. One year of Continuous Service. b. [ ] Months of Service. month(s) of Continuous Service. 3. [ ] Specify: . 12. PLAN ENTRY DATE (1.24). "Plan Entry Date" means the Effective Date and (Choose one of a. through d.): a. [ ] Monthly. The first day of the month coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions, if any. b. [ ] Annual. The first day of the Plan Year coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions, if any. c. [X] Date of hire. The Employee's employment commencement date with the Employer. d. [ ] Specify: . 13. SALARY REDUCTION CONTRIBUTIONS (1.30). A Participant's Salary Reduction Contributions under Election 5b. are subject to the following limitation(s) in addition to those imposed by the Code (Choose one of a. or b.): a. [X] No limitations. b. [ ] Limitations. (Choose one or more of 1., 2. or 3.): 1. [ ] Maximum deferral amount. A Participant's Salary Reductions may not exceed: (specify dollar amount or percentage of Compensation). 2. [ ] Minimum deferral amount. A Participant's Salary Reductions may not be less than: (specify dollar amount or percentage of Compensation). 3. [ ] Specify: . [Note: Any limitation the Employer elects in b.1. through b.3. will apply on a payroll basis unless the Employer otherwise specifies in b.3.] Special NRA Catch-Up Contributions (3.05). The Plan (Choose one of c. or d.): c. [X] Permits. Participants may make NRA catch-up contributions. AND, Special NRA Catch-Up Contributions (Choose one of 1. or 2.): (N/A if no matching contributions) 1. [ ] will be taken into account in applying any matching contribution under the Plan. 2. [ ] will not be taken into account in applying any matching contribution under the Plan. d. [ ] Does not permit. Participants may not make NRA catch-up contributions. Age 50 Catch-Up Contributions (3.06). The Plan (Choose one of e. or f.): e. [X] Permits. Participants may make age 50 catch-up contributions. AND, Age 50 Catch-Up Contributions (Choose one of 1. or 2.): (N/A if no matching contributions) 1. [ ] will be taken into account in applying any matching contribution under the Plan. 2. [ ] will not be taken into account in applying any matching contribution under the Plan. f. [ ] Does not permit. Participants may not make age 50 catch-up contributions. 14. SICK, VACATION AND BACK PAY (3.02(A)). The Plan (Choose one of a. or b.): a. [X] Permits. Participants may make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay. b. [ ] Does Not Permit. Participants may not make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay. 15. AUTOMATIC ENROLLMENT (3.02(B)). Does the Plan provide for automatic enrollment (Choose one of the following) [Note: if Eligible Automatic Contribution Arrangement (EACA), select 15c and complete Questions 31 & 32]: a. [X] Does not apply. Does not apply the Plan's automatic enrollment provisions. 219 Item b. Eligible 457 Plan © 2020 5 b. [ ] Applies. Applies the Plan's automatic enrollment provisions. The Employer as a Pre-Tax Elective Deferral will withhold % from each Participant's Compensation unless the Participant elects a different percentage (including zero) under his/her Salary Reduction Agreement. The automatic election will apply to (Choose one of 1. through 3.): 1. [ ] All Participants. All Participants who as of are not making Pre-Tax Elective Deferrals at least equal to the automatic amount. 2. [ ] New Participants. Each Employee whose Plan Entry Date is on or following: . 3. [ ] Describe Application of Automatic Deferrals: . c. [ ] EACA. The Plan will provide an Eligible Automatic Contribution Arrangement (EACA). Complete Questions 31 & 32. 16. MATCHING CONTRIBUTIONS (3.03). The Employer Matching Contributions under Election 5.b.1. are made as follows (Choose one or more of a. through d.): a. [ ] Fixed formula. An amount equal to of each Participant's Salary Reduction Contributions. b. [ ] Discretionary formula. An amount (or additional amount) equal to a matching percentage the Employer from time to time may deem advisable of each Participant's Salary Reduction Contributions. c. [ ] Tiered formula. The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Salary Reduction Contributions, determined as follows: NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate $ or %) First % Next % Next % Next % d. [ ] Specify: . Time Period for Matching Contributions. The Employer will determine its Matching Contribution based on Salary Reduction Contributions made during each (Choose one of e. through h.): e. [ ] Plan Year. f. [ ] Plan Year quarter. g. [ ] Payroll period. h. [ ] Specify: . Salary Reduction Contributions Taken into Account. In determining a Participant's Salary Reduction Contributions taken into account for the above-specified time period under the Matching Contribution formula, the following limitations apply (Choose one of i. through l.): i. [ ] All Salary Reduction Contributions. The Plan Administrator will take into account all Salary Reduction Contributions. j. [ ] Specific limitation. The Plan Administrator will disregard Salary Reduction Contributions exceeding % of the Participant's Compensation. k. [ ] Discretionary. The Plan Administrator will take into account the Salary Reduction Contributions as a percentage of the Participant's Compensation as the Employer determines. l. [ ] Specify: . Allocation Conditions. To receive an allocation of Matching Contributions, a Participant must satisfy the following allocation condition(s) (Choose one of m. or n.): m. [ ] No allocation conditions. n. [ ] Conditions. The following allocation conditions apply to Matching Contributions (Choose one or more of 1. through 4.): 1. [ ] Service condition. The Participant must complete the following number of months of Continuous Service during the Plan Year: . 220 Item b. Eligible 457 Plan © 2020 6 2. [ ] Employment condition. The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception. Any condition specified in 1. or 2. does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death, disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: . 17. NONELECTIVE CONTRIBUTIONS (1.19). The Nonelective Contributions under Election 5.c. are made as follows: (Choose one): a. [ ] Discretionary - Pro-Rata. An amount the Employer in its sole discretion may determine. b. [ ] Fixed - Pro Rata. % of Compensation. c. [ ] Other. A Nonelective Contribution may be made as follows: . Allocation Conditions. (3.08). To receive an allocation of Nonelective Contributions, a Participant must satisfy the following allocation condition(s) (Choose one of d. or e.): d. [ ] No allocation conditions. e. [ ] Conditions. The following allocation conditions apply to Nonelective Contributions (Choose one or more of 1. through 4.): 1. [ ] Service condition. The Participant must complete the following number of months of Continuous Service during the Plan Year: . 2. [ ] Employment condition. The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception. Any condition specified in 1. or 2. does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death, disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: . 18. TIME AND METHOD OF PAYMENT OF ACCOUNT (4.02). The Plan will distribute to a Participant who incurs a Severance from Employment his/her Vested Account as follows: Timing. The Plan, in the absence of a permissible Participant election to commence payment later, will pay the Participant's Account (Choose one of a. through e.): a. [ ] Specified Date. days after the Participant's Severance from Employment. b. [ ] Immediate. As soon as administratively practicable following the Participant's Severance from Employment. c. [ ] Designated Plan Year. As soon as administratively practicable in the Plan Year beginning after the Participant's Severance from Employment. d. [ ] Normal Retirement Age. As soon as administratively practicable after the close of the Plan Year in which the Participant attains Normal Retirement Age. e. [X] Specify: The Plan will commence distribution in the absence of a Participant's election to commence payment earlier, no later than the Participant's required beginning date as defined under Plan Section 4.03 . Method. The Plan, in the absence of a permissible Participant election, will distribute the Participant's Account under one of the following method(s) of distribution (Choose one or more of f. through j. as applicable): f. [X] Lump sum. A single payment. g. [ ] Installments. Multiple payments made as follows: . h. [X] Installments for required minimum distributions only. Annual payments, as necessary under Plan Section 4.03. i. [ ] Annuity distribution option(s): . j. [ ] Specify: . Participant Election. [Plan Sections 4.02(A) and (B)] The Plan (Choose one of k., l. or m.): k. [ ] Permits. Permits a Participant, with Plan Administrator approval of the election, to elect to postpone distribution beyond the time the Employer has elected in a. through e. and also to elect the method of distribution (including a method not described in f. through j. above). l. [ ] Does not permit. Does not permit a Participant to elect the timing and method of Account distribution. m. [X] Specify: A Participant, with Plan Administrator approval of the election, may elect the method of distribution from the following choices: lump sum, installments or partial distribution . 221 Item b. Eligible 457 Plan © 2020 7 Mandatory Distributions. Notwithstanding any other distribution election, following Severance from Employment (Choose n. or o.): n. [ ] No Mandatory Distributions. The Plan will not make a Mandatory Distribution. o. [X] Mandatory Distribution. If the Participant's Vested Account is not in excess of $5,000 (unless a different amount selected below) as of the date of distribution, the Plan will make a Mandatory Distribution following Severance from Employment. 1. [X] Mandatory Distribution. If the Participant's Vested Account is not in excess of $ 1,000 as of the date of distribution, the Plan will make a Mandatory Distribution following Severance from Employment. Rollovers in determination of $5,000 threshold. Unless otherwise elected below, amounts attributable to rollover contributions (if any) will be included in determining the $5,000 threshold for timing of distributions, form of distributions or consent rules. p. [ ] Exclude rollovers (rollover contributions will be excluded in determining the $5,000 threshold) NOTE: Regardless of the above election, if the Participant consent threshold is $1,000 or less, then the Administrator must include amounts attributable to rollovers for such purpose. In such case, an election to exclude rollovers above will apply for purposes of the timing and form of distributions. 19. BENEFICIARY DISTRIBUTION ELECTIONS. Distributions following a Participant's death will be made as follows (Choose one of a. through d.): a. [ ] Immediate. As soon as practical following the Participant's death. b. [ ] Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death. (N/A if participant is restricted) c. [X] As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 4.03. (N/A if participant is restricted) d. [ ] Describe: . [Note: The Employer under Election 19d. may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under Election 19c., or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 19d. must require distribution to commence no later than the Section 4.03 required date.] 20. DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT (4.05). A Participant prior to Severance from Employment may elect to receive a distribution of his/her Vested Account under the following distribution options (Choose one of a. or b.): a. [ ] None. A Participant may not receive a distribution prior to Severance from Employment. b. [X] Distributions. Prior to Severance from Employment are permitted as follows (Choose one or more of 1. through 4.): 1. [X] Unforeseeable emergency. A Participant may elect a distribution from his/her Account in accordance with Plan Section 4.05(A) (for the Participant, spouse, dependents or beneficiaries) 2. [X] De minimis exception. [Plan Section 4.05(B)] If the Participant: (i) has an Account that does not exceed $5,000; (ii) has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution; and (iii) has not received a prior Plan distribution under this de minimis exception, then (Choose one of a., b. or c.): a. [X] Participant election. The Participant may elect to receive all or any portion of his/her Account. b. [ ] Mandatory distribution. The Plan Administrator will distribute the Participant's entire Account. c. [ ] Hybrid. The Plan Administrator will distribute a Participant's Account that does not exceed $ and the Participant may elect to receive all or any portion of his/her Account that exceeds $ but that does not exceed $5,000. 3. [X] Age 70 1/2. A Participant who attains age 70 1/2 prior to Severance from Employment may elect distribution of any or all of his/her Account. 4. [ ] Specify: . [Note: An Employer need not permit any in-service distributions. Any election must comply with the distribution restrictions of Code Section 457(d).] 21. QDRO (4.06). The QDRO provisions (Choose one of a., b. or c.): a. [X] Apply. b. [ ] Do not apply. c. [ ] Specify: . 222 Item b. Eligible 457 Plan © 2020 8 22. ALLOCATION OF EARNINGS (5.07(B)). The Plan allocates Earnings using the following method (Choose one or more of a. through f.): a. [X] Daily. See Section 5.07(B)(4)(a). b. [ ] Balance forward. See Section 5.07(B)(4)(b). c. [ ] Balance forward with adjustment. See Section 5.07(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period % of the contributions made during the following Valuation Period: . d. [ ] Weighted average. See Section 5.07(B)(4)(d). If not a monthly weighting period, the weighting period is . e. [ ] Directed Account method. See Section 5.07(B)(4)(e). f. [ ] Describe Earnings allocation method: . [Note: The Employer under Election 22f. may describe Earnings allocation methods from the elections available under Election 22 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after "x" date. Balance forward applies to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts).] 23. HEART ACT PROVISIONS (1.31(C)(3)/3.13). The Employer elects to (Choose one of a. or b. and c. or d.): Continued Benefit Accruals. a. [ ] Not apply the benefit accrual provisions of Section 3.13. b. [X] Apply the benefit accrual provisions of Section 3.13. Distributions for deemed severance of employment (1.31(C)(3)) c. [ ] The Plan does NOT permit distributions for deemed severance of employment. d. [X] The Plan permits distributions for deemed severance of employment. 24. VESTING/SUBSTANTIAL RISK OF FORFEITURE (5.11). A Participant's Deferral Contributions are [Note: If a Participant incurs a Severance from Employment before the specified events or conditions, the Plan will forfeit the Participant's non-vested Account. Caution: if a Deferral is subject to vesting schedule or other substantial risk of forfeiture, it does not count as a deferral for purposes of the annual deferral limit until the year it is fully vested.] (Choose all that apply of a. through d.): a. [X] 100% Vested/No Risk of Forfeiture. Immediately Vested without regard to additional Service and no Substantial Risk of Forfeiture. The following contributions are 100% Vested: 1. [X] All Contributions. (skip to 25.) 2. [ ] Only the following contributions. (select all that apply): a. [ ] Salary Reduction Contributions. b. [ ] Nonelective Contributions. c. [ ] Matching Contributions. b. [ ] Forfeiture under Vesting Schedule. Vested according to the following: Contributions affected. The following contributions are subject to the vesting schedule (Choose one or more of 1., 2. or 3.): 1. [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. 4. [ ] Vesting Schedule. Years of Service Vested Percentage % % % % % 223 Item b. Eligible 457 Plan © 2020 9 For vesting purposes, a "Year of Service" means: 5. . [Note: It is extremely rare to apply a vesting schedule to Salary Reduction Contributions.] c. [ ] Substantial Risk of Forfeiture. Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows: Contributions affected. The following contributions are subject to the substantial risk of forfeiture under c. (Choose one or more of 1., 2. or 3.): 1. [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. Risk Provisions: Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows (Choose one of 4. or 5.): 4. [ ] The Participant must remain employed by the Employer until , unless earlier Severance from Employment occurs on account of death or disability, as the Plan Administrator shall establish. 5. [ ] Specify: . Additional Provisions (Choose d. if applicable) d. [ ] Specify: . FORFEITURE ALLOCATION. [Plan Sections 5.11(A) and 5.14] The Plan Administrator will allocate any Plan forfeitures as selected below. The Employer has the option to use forfeitures to pay plan expenses first and then allocate the remaining forfeitures in accordance with the selections below: (Choose one of the following): e. [ ] Additional Contributions. As the following contribution type (Choose one of 1. or 2.): 1. [ ] Nonelective. As an additional Nonelective Contribution. 2. [ ] Matching. As an additional Matching Contribution. f. [ ] Reduce Fixed Contributions. To reduce the following fixed contribution (Choose one of 1. or 2.): 1. [ ] Nonelective. To reduce the Employer's fixed Nonelective Contribution. 2. [ ] Matching. To reduce the Employer's fixed Matching Contribution. g. [ ] Specify: . 25. TRUST PROVISIONS. The following provisions apply to Article VIII of the Plan (Choose as applicable; leave blank if not applicable): a. [ ] Modifications. The Employer modifies the Article VIII Trust provisions as follows: . The remaining Article VIII provisions apply. b. [X] Substitution. The Employer replaces the Trust with the Trust Agreement attached to the Plan. 26. CUSTODIAL ACCOUNT/ANNUITY CONTRACT (8.16). The Employer will hold all or part of the Deferred Compensation in one or more custodial accounts or annuity contracts which satisfy the requirements of Code §457(g) (Choose a. or b., c. if applicable): a. [ ] Custodial account(s). b. [ ] Annuity contract(s). c. [ ] Specify: . [Note: The Employer under c. may wish to identify the custodial accounts or annuity contracts or to designate a portion of the Deferred Compensation to be held in such vehicles versus held in the Trust.] 27. VALUATION. In addition to the last day of the Plan Year, the Trustee (or Plan Administrator as applicable) must value the Trust Fund (or Accounts) on the following Valuation Date(s) (Choose one of a. or b.): a. [ ] No additional Valuation Dates. b. [X] Additional Valuation Dates. (Choose one or more of 1., 2. or 3.): 1. [X] Daily Valuation Dates. Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee or Employer is conducting business. 2. [ ] Last day of a specified period. The last day of each of the Plan Year. 224 Item b. Eligible 457 Plan © 2020 10 3. [ ] Specified Valuation Dates: . [Note: The Employer under Election 26b.3. may describe Valuation Dates from the elections available under Election 26b. and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x" date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts).] 28. TRUSTEE (Select all that apply; leave blank if not applicable.): a. [ ] Individual Trustee(s) who serve as Trustee(s) over assets not subject to control by a corporate Trustee. (Add additional Trustees as necessary.) Name(s) Title(s) Address and Telephone number (Choose one of 1. or 2.): 1. [ ] Use Employer address and telephone number. 2. [ ] Use address and telephone number below: Address: Street City State Zip Telephone: b. [X] Corporate Trustee Name: Nationwide Trust Company, FSB Address: 10 W. Nationwide Blvd. Street Columbus Ohio 43215 City State Zip Telephone: (877) 496-1630 AND, the Corporate Trustee shall serve as: c. [X] a Directed (nondiscretionary) Trustee over all Plan assets except for the following: d. [ ] a Discretionary Trustee over all Plan assets except for the following: 29. PLAN LOANS (5.02(A)). The Plan permits or does not permit Participant Loans (Choose one of a. or b.): a. [ ] Does not permit. b. [X] Permitted pursuant to the Loan Policy. 30. ROLLOVER CONTRIBUTIONS (3.09). The Rollover Contributions under Election 5.d. are made as follows: Who may roll over (Choose one of a. or b.): a. [X] Participants only. b. [ ] Eligible Employees or Participants. 225 Item b. Eligible 457 Plan © 2020 11 Sources/Types. The Plan will accept a Rollover Contribution (Choose one of c. or d.): c. [X] All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan. d. [ ] Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: . Distribution of Rollover Contributions (Choose one of e., f. or g.): e. [X] Distribution without restrictions. May elect distribution of his/her Rollover Contributions Account in accordance with Plan Section 4.05(C) at any time. f. [ ] No distribution. May not elect to receive distribution of his/her Rollover Contributions Account until the Plan has a distributable event under Plan Section 4.01. g. [ ] Specify: 31. EACA Automatic Deferral Provisions (3.14). Participants subject to the Automatic Deferral Provisions. The Automatic Deferral Provisions apply to Employees who become Participants after the Effective Date of the EACA (except as provided in d. below). Employees who became Participants prior to such Effective Date are subject to the following (a. – d. are optional): a. [ ] All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until a Participant makes an Affirmative Election after the Effective Date of the EACA. b. [ ] Election of at least Automatic Deferral amount. All Participants, except those who, on the Effective Date of the EACA, are deferring an amount which is at least equal to the Automatic Deferral Percentage. c. [ ] No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the effective date of the EACA regardless of the Salary Reduction Contribution amount under the Agreement. d. [ ] Describe: . Automatic Deferral Percentage. Unless a Participant makes an Affirmative Election, the Employer will withhold the following Automatic Deferral Percentage (select e. or f.): e. [ ] Constant. The Employer will withhold % of Compensation each payroll period. Escalation of deferral percentage (select one or leave blank if not applicable) 1. [ ] Scheduled increases. This initial percentage will increase by % of Compensation per year up to a maximum of of Compensation. 2. [ ] Other (described Automatic Deferral Percentage): Automatic Deferral Optional Elections f. [ ] Optional elections (select all that apply or leave blank if not applicable) Suspended Salary Reduction Contributions. If a Participant's Salary Reduction Contributions are suspended pursuant to a provision of the Plan (e.g., distribution due to military leave covered by the HEART Act), then a Participant's Affirmative Election will expire on the date the period of suspension begins unless otherwise elected below. 1. [ ] A Participant's Affirmative Election will resume after the suspension period. Special Effective Date. Provisions will be effective as of the earlier of the Effective Date of the EACA provisions unless otherwise specified below. 2. [ ] Special Effective Date: 32. In-Plan Roth Rollover Contributions. a. [X] Yes, allowed. Effective Date (enter date) 1. [X] In-Plan Roth Rollover Effective Date: May 16, 2024 33. In-Plan Roth Rollover Transfers. a. [X] Yes, allowed. Effective Date (enter date) 1. [X] In-Plan Roth Rollover Transfers Effective Date: May 16, 2024 226 Item b. Eligible 457 Plan © 2020 12 This Plan is executed on the date(s) specified below: Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the corresponding basic plan document. Separate Trust Agreement. An executed copy of the trust agreement must be attached to this Plan. The responsibilities, rights and powers of the Trustee shall be those specified in the trust agreement. The signature of the Trustee appears on the separate trust agreement. EMPLOYER: Town of Leesburg By: DATE SIGNED 227 Item b. NRS (05/2023) -1 of 9- Nationwide Trust Company, FSB 457 Trust Agreement (The “Agreement”) This Agreement including the Schedule of Investments attached is made and entered into by and between Town of Leesburg, VA (“Sponsor”) and Nationwide Trust Company, FSB as Trustee (“NTC”) pursuant to the Town of Leesburg 457(b) Deferred Compensation Plan (“Plan”) to establish the Town of Leesburg 457(b) Deferred Compensation Plan Trust (“Account”). By signing below, signatories on behalf of the Sponsor and the Plan acknowledge that they have received the Agreement, inclusive of all Schedules listed above, and agree to all terms. Further, they represent that they have the authority to enter into, on behalf of the Sponsor and the Plan, a contractual relationship with NTC with respect to these documents and will be subject to all rights and obligations contained therein. By signing below, NTC has agreed to and accepted all rights and obligations contained herein. Printed Sponsor Name NTC Sponsor Signature Date Acceptance Date Title Printed Name Signature Date Title Printed Name Signature Date Title 228 Item b. NRS (05/2023) -2 of 9- ARTICLE I  PURPOSE The Sponsor adopts this Agreement on behalf of the Plan and represents and warrants that the Plan is intended to meet the requirements of an eligible deferred compensation plan under Section 457 of the Internal Revenue Code of 1986, as amended (“Code”) and intends to keep such Plan in compliance with the then applicable requirements of the Code. Further, the Sponsor represents and warrants that the Employer of all individuals eligible to participate in the Plan is a state, political subdivision of a state, or an agency or instrumentality of either. ARTICLE II  DEFINITIONS Account  The trust account established herein by which NTC will hold the assets of the Plan or any portion thereof as agreed upon by Sponsor and NTC. Business Day  A day on which NTC and New York Stock Exchange are both open for business. Effective Date — The date on which the Account is created by NTC’s acceptance of cash or other assets on behalf of the Sponsor. Prior to the Effective Date, NTC shall have no responsibility hereunder. Employer(s)  The employer(s) of the Participants in the Plan. Funding Vehicle(s)  As permitted by applicable law, may include one or more (i) group annuity contracts, (ii) mutual funds, collective investment funds or other securities made available under the Agreement, (iii) securities held in self-directed brokerage accounts made available by NTC, or (iv) any other investment vehicle(s) mutually acceptable to NTC and Sponsor via an amendment to this Agreement or separate schedule. Original Signature  An authentic, hardcopy, non-reproduced signature of the Sponsor or its designee. Participant  A person for whom benefits are provided under this Agreement, in accordance with the Plan. Plan  The Plan identified on the front page of this Agreement, including any written plan document and trust provisions. Required Format  Acceptable format for submitting information to NTC as prescribed by NTC and on transaction forms prescribed by NTC. Signature  Either the Original Signature or an Original Signature that has been replicated by photocopy, electronic means, or fax. Successor  The trustee or custodian appointed by the Sponsor who succeeds NTC. Written Instruction(s)  Any notices, instructions or other instruments required to be in writing (with Signature or Original Signature, where so indicated) from NTC, Sponsor, or its designee. Written Instructions may take the form of a letter, electronic communication through an on-line communication system mutually agreeable to the parties; or a facsimile transmission. 229 Item b. NRS (05/2023) -3 of 9- ARTICLE III  THE ACCOUNT The Sponsor advises NTC that the Account shall be funded as described herein. The Sponsor hereby authorizes NTC to take any action required to establish and maintain any Funding Vehicle(s) designated by the Sponsor under this Agreement. NTC has entered into arrangements with a number of providers to make available certain Funding Vehicles for possible inclusion in the Account. The assets of the Account shall consist of the Funding Vehicle(s) and any outstanding loans made under the terms of the Plan. The Account and any funds invested pursuant to this Agreement are not insured by the Federal Deposit Insurance Corporation (“FDIC”), are not deposits or other obligations of NTC and are not guaranteed by NTC. The value of the Account is subject to investment risks, including possible loss of principal. NTC agrees to hold and administer the Account in accordance with this Agreement. The Account shall not include any Plan Assets for which Sponsor has selected as the designated investment manager for Participant accounts an investment manager other than Nationwide Investment Advisors, LLC. To the extent permitted by the Plan, NTC, at the direction of the Sponsor or its designee, shall accept an eligible rollover distribution and/or eligible direct rollover under the then applicable sections of the Code. NTC shall not be under any duty to require payment of any contributions to the Account, if any, or to see that any payment made to it is computed in accordance with the provisions of the Plan. NTC shall continue to administer the Account in accordance with this Agreement until its obligations are discharged and satisfied. In the event that Sponsor and NTC mutually agree to include life insurance as a Funding Vehicle for inclusion in the Account, Sponsor agrees that NTC shall not be responsible in any manner to Sponsor, the Plan, a Participant or his or her beneficiary, or to any third-party, including any issuer of life insurance, for any determination as to prudence of inclusion of life insurance as a Funding Vehicle in the Account or as an investment option under the Plan; any determination on a Participant basis that the purchase of life insurance is incidental to the primary purpose of providing retirement benefits; the tax treatment of premium payments or disbursements of benefits; any and all administrative, marketing, and sales duties or responsibilities related in any manner to the initial purchase, or continuing maintenance , of any life insurance; and any other action or omission related to life insurance. The Sponsor authorizes NTC to commingle Plan assets, as applicable, in a master custodial account for purposes of facilitating the omnibus trading of various plan assets. ARTICLE IV  GENERAL ADMINISTRATIVE RESPONSIBILITIES OF NTC NTC is authorized to take any action set forth below with respect to the Account: Accept instructions in the Required Format from the Sponsor or its designee regarding the allocation, distribution or other disposition of the assets of the Account and all matters relating thereto; Cause any portion or all of the Account to be issued, held, or registered in the individual name of NTC, in the name of its nominee, in an affiliated securities depository, or in such other form as may be required or permitted under applicable law (however, the records of NTC shall indicate the true ownership of such property); Employ such agents and counsel, including legal counsel, as NTC determines to be reasonably necessary to manage and protect the assets held in the Account, to handle controversies that may arise under this Agreement, or to defend itself successfully against allegations of a fiduciary breach, and to pay such agents and counsel their compensation from the Account unless such compensation is otherwise paid by the Sponsor; 230 Item b. NRS (05/2023) -4 of 9- Commence, maintain, or defend any litigation necessary in connection with the administration of the Account, except that NTC shall not be obligated to do so unless it is to be indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by reason thereof; Hold part or all of the Account uninvested as may be necessary or appropriate; Withhold the appropriate taxes from any distribution, remit such taxes with the relevant government authorities, and report such payments on the informational returns prescribed by such authorities, identifying itself as the payor of such distributions; Forward to the Sponsor, for exercise, all proxies solicited in regards to mutual funds and collective investment funds, if applicable; vote, on behalf of the Plan and in accordance with the instructions provided by the Sponsor, all proxies that are returned by the Sponsor; and abstain from voting proxies that are not returned by the Sponsor; Take all other acts necessary for the proper administration of the Account. ARTICLE V  INVESTMENT RESPONSIBILITY NTC shall have no investment management responsibility or liability with respect to the Account or any other assets held under the Plan. Plan contributions or other assets received by NTC shall be allocated in accordance with Written Instructions. NTC does not warrant or guarantee the performance of any Funding Vehicle(s) selected by the Sponsor or Participants. The Sponsor, or other party designated under the Plan, shall have full responsibility for the selection of the Funding Vehicle(s) and the management, disposition, and investment of assets of the Account. NTC shall comply with Written Instructions concerning those assets, subject to restrictions, if any, imposed by the Funding Vehicle(s) and the operation of any securities markets. Except to the extent required by applicable law or otherwise provided in this Agreement, NTC shall have no duty to review, initiate action, or make recommendations regarding the Account or its investments. The Sponsor is responsible for reading any and all prospectuses, specimen and final contracts, proposals and/or other materials which disclose information pertaining to applicable charges, interest rates, terms and conditions of any contract between the Plan or Account and any party, including contracts related to the Funding Vehicle(s). NTC shall transmit such communications to the Sponsor. NTC shall have no duty to respond to communications related to securities or other property held in the Account (including, but not limited to, tender offers and class action communications). NTC shall not be liable for any loss which results from the exercise of investment control by a Sponsor, Participant or beneficiary, or designated investment manager. If a Participant who has investment authority under the terms of the Plan fails to provide investment direction, the Sponsor shall direct the investment of the Participant’s account. No one providing investment advice to the Plan, Sponsor, Participant or other party is acting as an agent of NTC. ARTICLE VI  LOANS To the extent permitted under the Plan and applicable law, NTC will forward loan disbursements as directed by the Sponsor or its designee via Written Instructions. The Sponsor, or other fiduciary of the Plan or their designee, shall be responsible for the approval and administration of any such loans. The Sponsor acknowledges that all loan obligations should be made payable to the Plan and the Plan retains all lending responsibility. NTC will have no responsibility for executing and holding any notes or security agreements which are held as part of the Account, providing any disclosures required by any truth-in-lending laws, or enforcing any security interest in any asset other than the Participant’s account under the Account. 231 Item b. NRS (05/2023) -5 of 9- ARTICLE VII  CONTRIBUTIONS NOT RECOVERABLE Except as described in the Purpose section of this Agreement and to the extent permitted by the Plan and applicable law, under no circumstances shall any part of the Account be recoverable by the Sponsor or be used other than for the exclusive purposes of providing benefits to Participants and their beneficiaries and paying reasonable expenses of the Plan prior to the satisfaction of all liabilities to Participants and their beneficiaries; provided, however, a contribution by a Sponsor or a Participant made as a result of a mistake of fact that is discovered within one (1) year after the contribution is made shall be returned to the Sponsor or Participant as soon as administratively feasible, if the Sponsor so requests and the Funding Vehicle(s) permits. ARTICLE VIII ACCOUNT RECORDS AND REPORTS NTC shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, earnings, and other transactions related to the Account, and those records shall be available at all reasonable times to the Sponsor. ARTICLE IX  FIDUCIARY RESPONSIBILITIES AND LIABILITIES NTC may rely upon any information provided by the Sponsor or its designee. NTC, the Sponsor, and all other fiduciaries under the Plan and this Agreement intend that each party shall be solely responsible for those specific duties and powers assigned to it. Each party may rely upon any direction, information, or action of another party as being proper under the Plan and this Agreement. NTC shall not be required by the Sponsor or its designee to engage in any action, or make any investment which constitutes a prohibited transaction or is otherwise contrary to the provisions of applicable law, the Code, or the terms of the Plan, if any, or this Agreement. NTC shall be responsible only for those functions which have been assigned to it under this Agreement and shall have no responsibility to perform any duty of the Sponsor, or other fiduciary, required by the Plan or applicable law. NTC shall have no duty to determine the rights or benefits of any person having or claiming an interest under the Plan or this Agreement. Except as otherwise provided in the Agreement, including any schedules thereto, any action to be taken by NTC under the Agreement shall be taken upon Written Instruction from the Sponsor or its designee. NTC shall comply with such instructions and shall incur no liability for any loss which may result from any action or failure of action on its part due to its compliance with such Written Instructions. ARTICLE X  LIMITATION OF LIABILITY To the extent permitted by applicable law, NTC shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunction of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or government actions. ARTICLE XI  RELIANCE ON COUNSEL AND INDEMNIFICATION NTC may consult with, and act upon the advice of counsel (who may be counsel for the Sponsor), regarding its responsibilities under this Agreement. To the extent permitted under applicable law, the Sponsor shall indemnify and hold harmless NTC, its officers, employees, and agents from and against all liabilities, losses, expenses, and claims (including reasonable attorneys’ fees and costs of defense) arising as a result of: Acts or omissions to act with respect to the Plan or Account by persons unrelated to NTC; 232 Item b. NRS (05/2023) -6 of 9- NTC’s action or inaction with respect to the Plan or Account resulting from reliance on the action or inaction of unrelated persons; Any violation by any unrelated person of the provisions of the Code or applicable laws, unless NTC commits a breach of its duties by reason of its gross negligence or willful misconduct; Any decision by the Sponsor, any Participant or any other fiduciary to acquire, retain, or dispose of any security or other property of the Account; Any violation or breach by a fiduciary or other person associated with the Plan which occurred prior to the Effective Date; or NTC’s acts, omissions and conduct, and those of its agents, in their official capacity, except to the extent that such documented loss or expense results from negligence directly and solely attributable to NTC or its agents, or from an intentional violation by them of any provision of this Agreement. Such obligation to indemnify shall extend to any liability or expense that arises as a result of the inaccuracy of any representation made, any action taken or failure to act, or any violation of this Agreement, the terms of the Plan by the Sponsor, its designee, any fiduciary of the Plan, and their agents, employees and officers under this Agreement or otherwise related to the administration of the Account. NTC shall not be required to give any bond or other security for the faithful performance of its duties under this Agreement except to the extent required by applicable law. ARTICLE XII  NTC’S USE OF AFFILIATED COMPANIES NTC may enter into agreements and share information with its affiliates in performing responsibilities under this Agreement and any other applicable agreement. Investments made in accordance with the Agreement, may include mutual funds or other investments advised by affiliates of NTC. The investment advisers of such investments may be affiliates of NTC and may derive investment management and other fees for services provided. ARTICLE XIII  NTC’S COMPENSATION AND EXPENSES NTC will receive additional reasonable compensation for any extraordinary services or computations required as agreed upon by the Sponsor and NTC in advance. ARTICLE XIV  TAXES Until advised to the contrary by the Sponsor, NTC shall assume that the Account is exempt from federal, state, local and foreign income taxes. NTC shall not be responsible for filing any federal, state, local or foreign tax and informational returns relating to the Plan or Account. NTC shall notify the Sponsor of any taxes levied upon or assessed against the Account. If NTC does not receive Written Instructions within thirty (30) days of such notification, NTC will pay the tax from the Account. If the Sponsor wishes to contest the tax assessment, it must give appropriate Written Instructions to NTC within thirty (30) days of notification. NTC shall not be required to bring any legal actions or proceedings to contest the validity of any tax assessments unless NTC is to be indemnified to its satisfaction against loss or expense related to such actions or proceedings, including reasonable attorneys’ fees. ARTICLE XV  AMENDMENT Notwithstanding any other provision of the Agreement, NTC may amend the Agreement at any time by providing written notice to the Sponsor not less than thirty (30) days prior to the effective date of such change, or at any time in the event NTC determines that such amendment is necessary to comply with any applicable legal or regulatory requirements. 233 Item b. NRS (05/2023) -7 of 9- No person except for an authorized officer has the legal capacity to change this Agreement otherwise, or to bind NTC to other commitments not covered within this Agreement. ARTICLE XVI  RESIGNATION, REMOVAL AND TERMINATION NTC may resign at any time after providing at least thirty (30) days notice via Written Instructions to the Sponsor. The Sponsor may remove NTC by delivery of Written Instructions, to take effect at a date specified therein, which shall not be less than thirty (30) days after the delivery of such Written Instructions with Original Signature to NTC, unless Funding Vehicle provisions specify otherwise. Notwithstanding the foregoing, NTC may retain responsibilities per the terms of this Agreement over assets remaining at NTC beyond the thirty (30) day timeframe, concurrent with Funding Vehicle provisions. The Agreement will be terminated at such time as the Account is terminated, the Funding Vehicle(s) are redeemed in full, upon the resignation or removal of NTC, as applicable, of the Account, or upon the termination by Sponsor of any separate agreement with NTC or Nationwide Retirement Solutions, Inc. that relates to the services provided by NTC under this Agreement. The discontinuance of contributions to the Account shall not, by itself, terminate the Account. NTC is authorized to reserve such sum of money as it may deem advisable for payment of its fees and expenses in connection with the settlement of the Account, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid to the Successor by NTC. ARTICLE XVII  SUCCESSOR Upon resignation or removal of NTC, the Sponsor shall appoint a Successor and the Sponsor shall notify NTC of such appointment by Written Instructions with Signature. NTC shall transfer the assets of the Account, subject to any applicable fees as described in the Agreement to such Successor. If either party has given notice of termination and upon the expiration of the advance notice period no party has accepted an appointment as Successor, NTC will have the right to commence an action in the nature of an interpleader (or other appropriate action) and seek to deposit the assets of the Account in a court of competent jurisdiction in Franklin County, Ohio, for administration until a Successor may be appointed and accepts the transfer of the assets. The Sponsor will be responsible for any costs incurred as a result of such action and/or transfer, as well as any expenses of NTC which are incurred in carrying out its duties under this Agreement in such a situation. ARTICLE XVIII  GOVERNING LAW The Account will be administered in the State of Ohio, and its validity, construction, and all rights hereunder shall be governed by the Code, Home Owners’ Loan Act of 1933 and, to the extent not pre-empted, by the laws of Ohio. All contributions to the Account shall be deemed to occur in Ohio. ARTICLE XIX  IDENTITY VERIFICATION NOTICE To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies certain persons or entities that open an account. When an account is opened, NTC may ask for the name, address and other information that will allow NTC to identify the entity or person that sponsors the Plan. NTC may also ask for a copy of identifying documents, such as a driver's license, government-issued business license, or other documents. ARTICLE XX  RULES OF CONSTRUCTION 234 Item b. NRS (05/2023) -8 of 9- The Agreement, together with all attached schedules and any applicable investment contracts shall constitute the entire Agreement. The Plan and this Agreement shall be read and construed together. By signing this Agreement, the Sponsor represents to NTC that the Plan conforms to and is consistent with the provisions of this Agreement. Should the Plan need to be amended to conform to the provisions of this Agreement, the Sponsor is responsible for such amendments. The terms of this Agreement shall prevail over terms of the Plan in cases of conflict. ARTICLE XXI  WAIVER Failure of either party to insist upon strict compliance with any of the conditions of the Agreement shall not be construed as a waiver of any of such conditions, but the same shall remain in full force and effect. No waiver of any provision of the Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. ARTICLE XXII  REFERENCES Unless the context clearly indicates to the contrary, a reference to a statute, regulation, document, or provision shall be construed as referring to any subsequently enacted, adopted, or re-designated statute or regulation or executed counterpart. ARTICLE XXIII  SEVERABILITY If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue to be effective. ARTICLE XXIV  MUTUAL FUND DISCLOSURE The Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing of investments allocated to participant Plan accounts (“Investment Option Payments”). The Investment Option Payments include mutual fund service fee payments, which are described in detail at www.nrsforu.com, and other payments received from investment option providers. Schedule of Investments (“Investment Authorization”) 235 Item b. NRS (05/2023) -9 of 9- WHEREAS, NTC and the Sponsor have entered into an Agreement in which the assets of the Plan are to be held, invested and distributed; and WHEREAS, the authority to select the Funding Vehicles under the Plan resides with the Sponsor; and WHEREAS, NTC and Sponsor agree that NTC may act upon Written Instructions from the Sponsor; NOW THEREFORE, the Sponsor authorizes NTC to establish an account for each Funding Vehicle set forth below 1. On the Effective Date, the Funding Vehicles in the Plan shall be: AB Large Cap Growth A Allspring Special Small Cap Value A American Century Mid Cap Value R6 American Funds Europacific Growth R6 American Funds 2010 Trgt Date Retire R6 American Funds 2015 Trgt Date Retire R6 American Funds 2020 Trgt Date Retire R6 American Funds 2025 Trgt Date Retire R6 American Funds 2030 Trgt Date Retire R6 American Funds 2035 Trgt Date Retire R6 American Funds 2040 Trgt Date Retire R6 American Funds 2045 Trgt Date Retire R6 American Funds 2050 Trgt Date Retire R6 American Funds 2055 Trgt Date Retire R6 American Funds 2060 Trgt Date Retire R6 American Funds 2065Trgt Date Retire R6 BlackRock Equity Dividend Instl Dodge & Cox Income Fidelity® 500 Index Fidelity International Index PIMCO International Bond (USD-Hdg) Instl T. Rowe Price Mid-Cap Growth I Vanguard Inflation-Protected Secs Adm Vanguard Mid Cap Index Adm Vanguard Small Cap Index Adm Vanguard Total Bond Market Index Adm Nationwide True Flex Fixed Wasatch Core Growth Institutional – CIT The Funding Vehicle(s) may be modified at any time to include mutually agreeable options via written instructions from the Sponsor or its designee to NTC. 236 Item b. NATIONWIDE FINANCIAL SERVICES, INC. NON-STANDARDIZED GOVERNMENTAL 401(a) PRE-APPROVED PLAN 237 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers i TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER .................................................................................................. 10 2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY ......................................................................................................... 11 2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES ............................................................................................. 11 2.4 POWERS AND DUTIES OF THE ADMINISTRATOR ........................................................................................................... 11 2.5 RECORDS AND REPORTS ...................................................................................................................................................... 12 2.6 APPOINTMENT OF ADVISERS .............................................................................................................................................. 12 2.7 INFORMATION FROM EMPLOYER ...................................................................................................................................... 12 2.8 PAYMENT OF EXPENSES ...................................................................................................................................................... 12 2.9 MAJORITY ACTIONS .............................................................................................................................................................. 12 2.10 CLAIMS PROCEDURES........................................................................................................................................................... 12 ARTICLE III ELIGIBILITY 3.1 CONDITIONS OF ELIGIBILITY .............................................................................................................................................. 14 3.2 EFFECTIVE DATE OF PARTICIPATION ............................................................................................................................... 14 3.3 DETERMINATION OF ELIGIBILITY ..................................................................................................................................... 14 3.4 TERMINATION OF ELIGIBILITY .......................................................................................................................................... 14 3.5 REHIRED EMPLOYEES AND 1-YEAR BREAKS IN SERVICE ........................................................................................... 14 3.6 ELECTION NOT TO PARTICIPATE ....................................................................................................................................... 15 3.7 OMISSION OF ELIGIBLE EMPLOYEE; INCLUSION OF INELIGIBLE EMPLOYEE ........................................................ 15 ARTICLE IV CONTRIBUTION AND ALLOCATION 4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION .................................................................................... 16 4.2 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION................................................................................................... 16 4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS ........................................................................... 16 4.4 MAXIMUM ANNUAL ADDITIONS ........................................................................................................................................ 18 4.5 ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS .......................................................................................................... 21 4.6 ROLLOVERS ............................................................................................................................................................................. 21 4.7 PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS................................................................................................. 22 4.8 MANDATORY EMPLOYEE CONTRIBUTIONS .................................................................................................................... 22 4.9 AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS .............................................................................................. 22 4.10 PARTICIPANT DIRECTED INVESTMENTS.......................................................................................................................... 23 4.11 QUALIFIED MILITARY SERVICE ......................................................................................................................................... 24 4.12 INSTRUCTIONS TO ADMINISTRATOR AND NOTIFICATION TO PARTICIPANTS ...................................................... 24 ARTICLE V VALUATIONS 5.1 VALUATION OF THE TRUST FUND ..................................................................................................................................... 25 5.2 METHOD OF VALUATION ..................................................................................................................................................... 25 238 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers ii ARTICLE VI DETERMINATION AND DISTRIBUTION OF BENEFITS 6.1 DETERMINATION OF BENEFITS UPON RETIREMENT .................................................................................................... 25 6.2 DETERMINATION OF BENEFITS UPON DEATH ................................................................................................................ 25 6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY .......................................................................................... 26 6.4 DETERMINATION OF BENEFITS UPON TERMINATION .................................................................................................. 26 6.5 DISTRIBUTION OF BENEFITS ............................................................................................................................................... 27 6.6 DISTRIBUTION OF BENEFITS UPON DEATH ..................................................................................................................... 29 6.7 TIME OF DISTRIBUTION ........................................................................................................................................................ 30 6.8 REQUIRED MINIMUM DISTRIBUTIONS ............................................................................................................................. 30 6.9 DISTRIBUTION FOR MINOR OR INCOMPETENT INDIVIDUAL ...................................................................................... 35 6.10 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN ........................................................................................ 35 6.11 IN-SERVICE DISTRIBUTION .................................................................................................................................................. 35 6.12 DISTRIBUTION FOR HARDSHIP ........................................................................................................................................... 36 6.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION ........................................................................................ 36 6.14 DIRECT ROLLOVERS .............................................................................................................................................................. 37 6.15 RESTRICTIONS ON DISTRIBUTION OF ASSETS TRANSFERRED FROM A MONEY PURCHASE PLAN .................. 38 6.16 CORRECTIVE DISTRIBUTIONS ............................................................................................................................................ 38 6.17 SERVICE CREDIT PURCHASES ............................................................................................................................................. 38 6.18 UNCASHED CHECKS .............................................................................................................................................................. 38 6.19 HEALTH INSURANCE PAYMENTS FOR PUBLIC SAFETY OFFICERS ........................................................................... 38 ARTICLE VII TRUSTEE AND CUSTODIAN 7.1 CONFLICT WITH PLAN .......................................................................................................................................................... 38 7.2 POWERS AND DUTIES OF CUSTODIAN .............................................................................................................................. 39 7.3 LIFE INSURANCE .................................................................................................................................................................... 39 7.4 LOANS TO PARTICIPANTS .................................................................................................................................................... 39 7.5 PLAN TO PLAN TRANSFERS ................................................................................................................................................. 40 ARTICLE VIII AMENDMENT, TERMINATION AND MERGERS 8.1 AMENDMENT .......................................................................................................................................................................... 40 8.2 TERMINATION ......................................................................................................................................................................... 41 8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS................................................................................................. 41 ARTICLE IX MISCELLANEOUS 9.1 EMPLOYER ADOPTIONS ....................................................................................................................................................... 41 9.2 PARTICIPANT'S RIGHTS ........................................................................................................................................................ 41 9.3 ALIENATION ............................................................................................................................................................................ 41 9.4 PLAN COMMUNICATIONS, INTERPRETATION AND CONSTRUCTION ........................................................................ 42 9.5 GENDER, NUMBER AND TENSE .......................................................................................................................................... 42 9.6 LEGAL ACTION ....................................................................................................................................................................... 42 9.7 PROHIBITION AGAINST DIVERSION OF FUNDS .............................................................................................................. 43 9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE .................................................................................................... 43 9.9 INSURER'S PROTECTIVE CLAUSE ....................................................................................................................................... 43 239 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers iii 9.10 RECEIPT AND RELEASE FOR PAYMENTS ......................................................................................................................... 43 9.11 ACTION BY THE EMPLOYER ................................................................................................................................................ 43 9.12 APPROVAL BY INTERNAL REVENUE SERVICE ............................................................................................................... 43 9.13 PAYMENT OF BENEFITS ........................................................................................................................................................ 43 9.14 ELECTRONIC MEDIA .............................................................................................................................................................. 43 9.15 PLAN CORRECTION ................................................................................................................................................................ 44 9.16 NONTRUSTEED PLANS .......................................................................................................................................................... 44 ARTICLE X PARTICIPATING EMPLOYERS 10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER ................................................................................................ 44 10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS ........................................................................................................ 44 10.3 DESIGNATION OF AGENT ..................................................................................................................................................... 44 10.4 EMPLOYEE TRANSFERS ........................................................................................................................................................ 45 10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES .......................................................................... 45 10.6 AMENDMENT .......................................................................................................................................................................... 45 10.7 DISCONTINUANCE OF PARTICIPATION ............................................................................................................................ 45 10.8 ADMINISTRATOR'S AUTHORITY......................................................................................................................................... 45 ARTICLE XI MULTIPLE EMPLOYER PROVISIONS 11.1 ELECTION AND OVERRIDING EFFECT .............................................................................................................................. 45 11.2 DEFINITIONS............................................................................................................................................................................ 45 11.3 PARTICIPATING EMPLOYER ELECTIONS .......................................................................................................................... 46 11.4 TESTING .................................................................................................................................................................................... 46 11.5 COMPENSATION ..................................................................................................................................................................... 46 11.6 SERVICE .................................................................................................................................................................................... 46 11.7 COOPERATION AND INDEMNIFICATION .......................................................................................................................... 46 11.8 INVOLUNTARY TERMINATION ........................................................................................................................................... 46 11.9 VOLUNTARY TERMINATION ............................................................................................................................................... 47 11.10 DESIGNATION OF AGENT ..................................................................................................................................................... 47 240 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 1 ARTICLE I DEFINITIONS As used in this Plan, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context: 1.1 "Account" means any separate notational account established and maintained by the Administrator for each Participant under the Plan. To the extent applicable, a Participant may have any (or all) of the following notational Accounts: (a) "Combined Account" means the account representing the Participant's total interest under the Plan resulting from Employer contributions. In addition, Forfeitures are part of the Combined Account to the extent they are reallocated. (b) "Mandatory Contribution Account" means the account established hereunder to which mandatory Employee contributions made pursuant to Section 4.8 are allocated, to the extent such contributions are not picked-up by the Employer pursuant to Code §414(h). A Participant's Mandatory Contribution Account shall be fully Vested at all times. (c) "Rollover Account" means the account established hereunder to which amounts transferred from a qualified plan or individual retirement account in accordance with Section 4.6 are allocated. (d) "Transfer Account" means the account established hereunder to which amounts transferred to this Plan from a direct plan-to-plan transfer in accordance with Section 4.7 are allocated. (e) "Voluntary Contribution Account" means the account established hereunder to which after-tax voluntary Employee contributions made pursuant to Section 4.9 are allocated. 1.2 "Administrator" means the Employer unless another person, entity or committee has been designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer. 1.3 "Adoption Agreement" means the separate agreement which is executed by the Employer and sets forth the elective provisions of this Plan as specified by the Employer. 1.4 "Affiliated Employer" means any entity required to be aggregated with the Employer pursuant to Code §414. 1.5 "Alternate Payee" means an alternate payee pursuant to a qualified domestic relations order that meets the requirements of Code §414(p). 1.6 "Anniversary Date" means the last day of the Plan Year. 1.7 "Annuity Starting Date" means, with respect to any Participant, the first day of the first period for which an amount is paid as an annuity, or, in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitles the Participant to such benefit. 1.8 "Beneficiary" means the person (or entity) to whom all or a portion of a deceased Participant's interest in the Plan is, or may become, payable upon the Participant's death as identified in records maintained by the Plan, subject to the restrictions of Sections 6.2 and 6.6. 1.9 "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time and includes applicable Internal Revenue Service (IRS) guidance. 1.10 "Compensation" means, with respect to any Participant, the amount determined in accordance with the following provisions, except as otherwise provided in the Adoption Agreement. (a) Base definition. One of the following, as elected in the Adoption Agreement: (1) Information required to be reported under Code §§6041, 6051 and 6052 (Wages, tips and other compensation as reported on Form W-2). Compensation means wages, within the meaning of Code §3401(a), and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code §§6041(d), 6051(a)(3) and 6052. Compensation must be determined without regard to any rules under Code §3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)). (2) Code §3401(a) Wages. Compensation means an Employee's wages within the meaning of Code §3401(a) for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in 241 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 2 wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)). (3) 415 safe harbor compensation. Compensation means wages, salaries, Military Differential Pay, and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or other expense allowances under a nonaccountable plan (as described in Regulation §1.62-2(c))), and excluding the following: (i) Employer contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are excludable from the Employee's gross income, or any distributions from a plan of deferred compensation; (ii) Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (iv) Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts under Code §125), whether or not the contributions are actually excludable from the gross income of the Employee. (b) Paid during "determination period." Compensation shall include only that Compensation which is actually paid to the Participant during the "determination period". Except as otherwise provided in this Plan, the "determination period" is the period elected by the Employer in the Adoption Agreement. If the Employer makes no election, the "determination period" shall be the Plan Year. (c) Inclusion of deferrals. Notwithstanding the above, unless otherwise elected in the Adoption Agreement, Compensation shall include all of the following types of elective contributions and all of the following types of deferred compensation: (1) Elective contributions that are made by the Employer on behalf of a Participant that are not includible in gross income under Code §§125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) and 403(b). If specified in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), amounts under Code §125 shall be deemed to include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code §125 pursuant to the preceding sentence only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. (2) Compensation deferred under an eligible deferred compensation plan within the meaning of Code §457(b). (3) Employee contributions described in Code §414(h)(2) that are picked-up by the employing unit and thus are treated as Employer contributions. (d) Post-severance compensation – Code §415 Regulations. The Administrator shall adjust Compensation for amounts that would otherwise be included in the definition of Compensation but are paid by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Plan Year that includes the date of the Participant's severance from employment with the Employer, in accordance with the following, as elected in the Compensation Section of the Adoption Agreement. The preceding time period, however, does not apply with respect to payments described in Subsections (4) and (5) below. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered Compensation, even if payment is made within the time period specified above. (1) Regular pay. Compensation shall include regular pay after severance of employment (to the extent otherwise included in the definition of Compensation) if: (i) The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and (ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer. 242 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 3 (2) Leave cash-outs. Compensation shall include leave cash-outs if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the amounts are for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued. (3) Deferred compensation. Compensation shall include deferred compensation if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the amounts are received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent the payment is includible in the Participant's gross income. (4) Military Differential Pay. Compensation shall include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code §414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service. (5) Disability pay. Compensation shall include compensation paid to a Participant who is permanently and totally disabled, as defined in Code §22(e)(3), provided, as elected by the Employer in the Compensation Section of the Adoption Agreement, salary continuation applies to all Participants who are permanently and totally disabled. (e) Compensation Dollar limitation. For any Plan Year (or other applicable determination period) Compensation in excess of $290,000 shall be disregarded for all. The dollar amount shall be adjusted by the Commissioner for increases in the cost-of-living in accordance with Code §401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any "determination period" beginning with or within such calendar year. If a "determination period" consists of fewer than twelve (12) months, the $290,000 annual Compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the "determination period," and the denominator of which is twelve (12). In applying any Plan limitation on the amount of matching contributions, where such limits are expressed as a percentage of Compensation, the Administrator may apply the Compensation limit under this Section annually, even if the matching contribution formula is applied on any time interval which is less than the full Plan Year or the Administrator may pro rate the Compensation limit. In the case of an "eligible Participant," the dollar limitation under Code §401(a)(17) shall not apply to the extent the amount under the Plan would be reduced below the amount which was allowed to be taken into account under the Plan as in effect on July 1, 1993. For purposes of this provision, an "eligible Participant" is an individual who first became a Participant before the first Plan Year beginning after the earlier of (i) the Plan Year in which the Plan was amended to reflect Code §401(a)(17), or (ii) December 31, 1995. (f) Non-eligible Employee. If, in the Adoption Agreement, the Employer elects to exclude a class of Employees from the Plan, then Compensation for any Employee who becomes eligible or ceases to be eligible to participate during a "determination period" shall only include Compensation while the Employee is an Eligible Employee. (g) Amendment. If, in connection with the adoption of any amendment, the definition of Compensation has been modified, then, except as otherwise provided herein, for Plan Years prior to the Plan Year which includes the adoption date of such amendment, Compensation means compensation determined pursuant to the terms of the Plan then in effect. (h) Affiliated Employers. Affiliated Employers are treated as one Employer for purposes of Compensation. If, however, one or more Affiliated Employers are Participating Employers and the Plan (including the Adoption Agreement or a participation agreement) allocate Employer Contributions separately among the Employees directly employed by a Participating Employer, then, in computing such allocations, Compensation paid by other Participating Employers is excluded Compensation. 1.11 "Contract" or "Policy" means any life insurance policy, retirement income policy, or annuity contract (group or individual) issued by the Insurer. In the event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control. 1.12 "Custodian" means a person or entity that has custody of all or any portion of the Plan assets. 1.13 "Directed Trustee" means a Trustee who, with respect to the investment of Plan assets, is subject to the direction of the Administrator, the Employer, a properly appointed Investment Manager, or Plan Participant. 1.14 "Discretionary Trustee" means a Trustee who has the authority and discretion to invest, manage or control any portion of the Plan assets. 1.15 "Early Retirement Date" means the date specified in the Adoption Agreement on which a Participant has satisfied the requirements specified in the Adoption Agreement (Early Retirement Age). If elected in the Adoption Agreement, a Participant shall become fully Vested upon satisfying such requirements if the Participant is still employed at the Early Retirement Age. 243 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 4 A Participant who severs from employment after satisfying any service requirement but before satisfying the age requirement for Early Retirement Age and who thereafter reaches the age requirement contained herein shall be entitled to receive benefits under this Plan (other than any accelerated vesting and allocations of Employer contributions) as though the requirements for Early Retirement Age had been satisfied. 1.16 "Effective Date" means the date this Plan, including any restatement or amendment of this Plan, is effective. Where the Plan is restated or amended, a reference to Effective Date is the effective date of the restatement or amendment, except where the context indicates a reference to an earlier Effective Date. If any provision of this Plan is retroactively effective, the provisions of this Plan generally control. However, if the provision of this Plan is different from the provision of the Employer's prior plan document and, after the retroactive Effective Date of this Plan, the Employer operated in compliance with the provisions of the prior plan, then the provision of such prior plan is incorporated into this Plan for purposes of determining whether the Employer operated the Plan in compliance with its terms, provided operation in compliance with the terms of the prior plan do not violate any qualification requirements under the Code, Regulations, or other IRS guidance. The Employer may designate special effective dates for individual provisions under the Plan where provided in the Adoption Agreement or under Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections). If one or more qualified retirement plans have been merged into this Plan, the provisions of the merging plan(s) will remain in full force and effect until the effective date of the plan merger(s). 1.17 "Eligible Employee" means any Eligible Employee as elected in the Adoption Agreement and as provided herein. (a) "Reclassified Employees." An individual shall not be an Eligible Employee (unless otherwise elected in Appendix A to the Adoption Agreement) if such individual is a "Reclassified Employee." A "Reclassified Employee" is any person the Employer does not treat as a common law employee or as a self-employed individual (including, but not limited to, independent contractors, persons the Employer pays outside of its payroll system and out-sourced workers) for federal income tax withholding purposes under Code §3401(a), irrespective of whether there is a binding determination that the individual is an Employee or a Leased Employee of the Employer. Self-Employed Individuals are not "Reclassified Employees." (b) Affiliated Employers. Employees of an Affiliated Employer will not be treated as Eligible Employees prior to the date the Affiliated Employer adopts the Plan as a Participating Employer. (c) Union Employees. If, in the Adoption Agreement, the Employer elects to exclude union employees, then Employees whose employment is governed by a collective bargaining agreement between the Employer and "employee representatives" under which retirement benefits were the subject of good faith bargaining, shall not be eligible to participate in this Plan to the extent of employment covered by such agreement, unless the agreement provides for coverage in the Plan (see Section 4.1(d)). For this purpose, the term "employee representatives" does not include any organization more than half of whose members are employees who are owners, officers, or executives of the Employer. If a Participant performs services both as a collectively bargained Employee and as a non-collectively bargained Employee, then the Participant's Hours of Service in each respective category are treated separately. (d) Nonresident Employees. If, in the Adoption Agreement, the Employer elects to exclude nonresident aliens, then Employees who are nonresident aliens (within the meaning of Code §7701(b)(1)(B)) who received no earned income (within the meaning of Code §911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code §861(a)(3)) shall not be eligible to participate in this Plan. In addition, this paragraph shall also apply to exclude from participation in the Plan an Employee who is a nonresident alien (within the meaning of Code §7701(b)(1)(B)) but who receives earned income (within the meaning of Code §911(d)(2)) from the Employer that constitutes income from sources within the United States (within the meaning of Code §861(a)(3)), if all of the Employee's earned income from the Employer from sources within the United States is exempt from United States income tax under an applicable income tax convention. The preceding sentence will apply only if all Employees described in the preceding sentence are excluded from the Plan. 1.18 "Employee" means any person who is employed by the Employer. The term "Employee" shall also include any person who is an employee of an Affiliated Employer and any Leased Employee deemed to be an Employee as provided in Code §414(n) or (o). 1.19 "Employer" means the governmental entity specified in the Adoption Agreement, any successor which shall maintain this Plan and any predecessor which has maintained this Plan. In addition, unless the context means otherwise, the term "Employer" shall include any Participating Employer which shall adopt this Plan. This plan may only be adopted a state or local governmental entity, or agency thereof, including an Indian tribal government, and may not be adopted by any other entity, including a federal government and any agency or instrumentality thereof. 1.20 "Fiscal Year" means the Employer's accounting year. 244 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 5 1.21 "Forfeiture" means that portion of a Participant's Account that is not Vested and is disposed of in accordance with the provisions of the Plan. A Forfeiture will occur on the following, as elected by the Employer in the Adoption Agreement: (a) The last day of the Plan Year in which a Participant incurs five (5) consecutive 1-Year Breaks in Service, or (b) The distribution of the entire Vested portion of the Participant's Account of a Participant who has severed employment with the Employer. For purposes of this provision, if the Participant has a Vested benefit of zero, then such Participant shall be deemed to have received a distribution of such Vested benefit as of the year in which the severance of employment occurs. For this purpose, a Participant's Vested benefit shall not include: (i) qualified voluntary employee contributions within the meaning of Code §72(o)(5)(B), and (ii) the Participant's Rollover Account. (c) As soon as reasonably practical after the date a Participant severs employment. Regardless of the preceding, if a Participant is eligible to share in the allocation of Forfeitures in the year in which the Forfeiture would otherwise occur, then the Forfeiture will not occur until the end of the first Plan Year for which the Participant is not eligible to share in the allocation of Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts deemed to be Forfeitures pursuant to any other provision of this Plan. 1.22 "Former Employee" means an individual who has severed employment with the Employer or an Affiliated Employer. 1.23 "415 Compensation" means, with respect to any Participant, such Participant's (a) Wages, tips and other compensation on Form W-2, (b) Code §3401(a) wages or (c) 415 safe harbor compensation as elected in the Adoption Agreement for purposes of Compensation (and as defined in Subsections 1.10(a)(1)-3 respectively). 415 Compensation shall be based on the full Limitation Year regardless of when participation in the Plan commences. Furthermore, regardless of any election made in the Adoption Agreement, 415 Compensation shall include any elective deferral (as defined in Code §§402(e)(3), 402(k) and 402(h)(1)(B)) and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code §§125, 457, and 132(f)(4). If the Plan contains pick-up provisions (certain contributions designated as employee contributions, that are then "picked-up" by the Employer), then those pick-up contributions are not includible as Compensation for purposes of IRC §415 & Reg. §1.415-2(d)(2)(i). In addition, Military Differential Pay is treated as 415 Compensation. (a) Deemed 125 compensation. If elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), 415 Compensation shall also include deemed §125 compensation. Deemed §125 compensation is an amount that is excludable under §106 that is not available to a participant in cash in lieu of group health coverage under a §125 arrangement solely because the participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code §125 pursuant to the preceding sentence only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. (b) Post-severance compensation. The Administrator shall adjust 415 Compensation for amounts that would otherwise be included in the definition of 415 Compensation but are paid by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer, in accordance with the following, as elected in the Compensation Section of the Adoption Agreement. The preceding time period, however, does not apply with respect to payments described in Subsections (4) and (5) below. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered 415 Compensation, even if payment is made within the time period specified above. (1) Regular pay. 415 Compensation shall include regular pay after severance of employment (to the extent otherwise included in the definition of 415 Compensation) if: (i) The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and (ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer. (2) Leave cash-outs. 415 Compensation shall include leave cash-outs if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the amounts are for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued. (3) Deferred compensation. 415 Compensation shall include deferred compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the amounts are received pursuant to a nonqualified unfunded deferred compensation plan, but only if the 245 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 6 payment would have been paid if the Participant had continued in employment with the Employer and only to the extent the payment is includible in the Participant's gross income. (4) Military Differential Pay. 415 Compensation shall include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code §414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service. (5) Disability pay. 415 Compensation shall include compensation paid to a Participant who is permanently and totally disabled, as defined in Code §22(e)(3), provided, as elected by the Employer in the Compensation Section of the Adoption Agreement, salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period, or the Participant was not a highly compensated employee (within the meaning of Code §414(q)) immediately before becoming disabled. (c) Back pay. Back pay, within the meaning of Regulations §1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included under this definition. (d) Dollar limitation. 415 Compensation will be limited to the same dollar limitations set forth in Section 1.10(e) adjusted in such manner as permitted under Code §415(d). (e) Amendment. Except as otherwise provided herein, if, in connection with the adoption of any amendment, the definition of 415 Compensation has been modified, then for Plan Years prior to the Plan Year which includes the adoption date of such amendment, 415 Compensation means compensation determined pursuant to the terms of the Plan then in effect. 1.24 "Hour of Service" means (a) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer for the performance of duties during the applicable computation period (these hours will be credited to the Employee for the computation period in which the duties are performed); (b) each hour for which an Employee is directly or indirectly compensated or entitled to Compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, incapacity (including disability), jury duty, lay-off, military duty or leave of absence) during the applicable computation period; (c) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages (these hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made). The same Hours of Service shall not be credited both under (a) or (b), as the case may be, and under (c). Notwithstanding (b) above, (1) no more than 501 Hours of Service will be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (2) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, or unemployment compensation or disability insurance laws; and (3) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee. Furthermore, for purposes of (b) above, a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund, or insurer, to which the Employer contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate. Hours of Service will be credited for employment with all Affiliated Employers and for any individual considered to be a Leased Employee pursuant to Code §414(n) or 414(o) and the Regulations thereunder. Hours of Service will be determined using the actual hours method unless one of the methods below is elected in the Adoption Agreement. If the actual hours method is used to determine Hours of Service, an Employee is credited with the actual Hours of Service the Employee completes with the Employer or the number of Hours of Service for which the Employee is paid (or entitled to payment). If the days worked method is elected, an Employee will be credited with ten (10) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the day. If the weeks worked method is elected, an Employee will be credited with forty-five (45) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the week. If the semi-monthly payroll periods worked method is elected, an Employee will be credited with ninety-five (95) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the semi-monthly payroll period. 246 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 7 If the months worked method is elected, an Employee will be credited with one hundred ninety (190) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the month. If the bi-weekly payroll periods worked method is elected, an Employee will be credited with ninety (90) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the bi-weekly payroll period. 1.25 "Insurer" means any legal reserve insurance company which has issued or shall issue one or more Contracts or Policies under the Plan. 1.26 "Investment Manager" means a person or entity which renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or property of the Plan and which is appointed in accordance with Section 2.1(b). 1.27 "Joint and Survivor Annuity" means an immediate annuity for the life of a Participant with a survivor annuity for the life of the Participant's Spouse which is not less than fifty percent (50%), nor more than one hundred percent (100%) of the amount of the annuity payable during the joint lives of the Participant and the Participant's Spouse which can be purchased with the Participant's Vested interest in the Plan reduced by any outstanding loan balances pursuant to Section 7.4. 1.28 "Late Retirement Date" means the date of, or the first day of the month or the Anniversary Date coinciding with or next following, whichever corresponds to the election in the Adoption Agreement for the Normal Retirement Date, a Participant's actual retirement after having reached the Normal Retirement Date. 1.29 "Leased Employee" means any person (other than an Employee of the recipient Employer) who, pursuant to an agreement between the recipient Employer and any other person or entity ("leasing organization"), has performed services for the recipient (or for the recipient and related persons determined in accordance with Code §414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient Employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. Furthermore, Compensation for a Leased Employee shall only include compensation from the leasing organization that is attributable to services performed for the recipient Employer. A Leased Employee shall not be considered an employee of the recipient Employer if: (a) such employee is covered by a money purchase pension plan providing: (1) a non-integrated employer contribution rate of at least ten percent (10%) of compensation, as defined in Code §415(c)(3), (2) immediate participation, and (3) full and immediate vesting; and (b) leased employees do not constitute more than twenty percent (20%) of the recipient Employer's nonhighly compensated workforce. 1.30 "Limitation Year" means the "determination period" used to determine Compensation. However, the Employer may elect a different Limitation Year in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections). All qualified plans maintained by the Employer must use the same Limitation Year. Furthermore, unless there is a change to a new Limitation Year, the Limitation Year will be a twelve (12) consecutive month period. In the case of an initial Limitation Year, the Limitation Year will be the twelve (12) consecutive month period ending on the last day of the period specified in the Adoption Agreement. If the Limitation Year is amended to a different twelve (12) consecutive month period, the new "Limitation Year" must begin on a date within the "Limitation Year" in which the amendment is made. The Limitation Year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan's Limitation Year, then the Plan is treated as if the Plan had been amended to change its Limitation Year. 1.31 "Military Differential Pay" means any differential wage payments made to an individual that represents an amount which, when added to the individual's military pay, approximates the amount of Compensation that was paid to the individual while working for the Employer. An individual receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an Employee of the Employer making the payment. 1.32 "Nonelective Contribution" means the Employer's contributions to the Plan. 1.33 "Normal Retirement Age" means the age elected in the Adoption Agreement at which time a Participant's Account shall be nonforfeitable (if elected in the Adoption Agreement and if the Participant is employed by the Employer on or after that date). For money purchase pension plans, if the employer enforces a mandatory retirement age, then the Normal Retirement Age is the lesser of that mandatory age or the age specified in the Adoption Agreement. Upon attaining Normal Retirement Age or the stated age and completion of the required years of service and any other reasonable requirements set forth in the Plan, the Plan will provide for full vesting of an Employee's interest. 1.34 "Normal Retirement Date" means the date elected in the Adoption Agreement. 1.35 "1-Year Break in Service" means, if the Hour of Service method is used, the applicable computation period that is used to determine a Year of Service during which an Employee or Former Employee has not completed more than 500 Hours of Service. However, if the Employer selected, in the Service Crediting Method Section of the Adoption Agreement, to define a Year of Service as less than 1,000 Hours of Service, then the 500 Hours of Service in this definition of 1-Year Break in Service shall be proportionately reduced. Further, solely for the purpose of determining whether an Employee has incurred a 1-Year Break in Service, Hours of Service shall be 247 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 8 recognized for "authorized leaves of absence" and "maternity and paternity leaves of absence." For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a 1-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed the number of Hours of Service needed to prevent the Employee from incurring a 1-Year Break in Service. "Authorized leave of absence" means an unpaid, temporary cessation from active employment with the Employer pursuant to an established policy, whether occasioned by illness, military service, or any other reason. A "maternity or paternity leave of absence" means an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. If the elapsed time method is elected in the Service Crediting Method Section of the Adoption Agreement, then a "1-Year Break in Service" means a twelve (12) consecutive month period beginning on the severance from service date or any anniversary thereof and ending on the next succeeding anniversary of such date; provided, however, that the Employee or Former Employee does not perform an Hour of Service for the Employer during such twelve (12) consecutive month period. 1.36 "Participant" means any Employee or Former Employee who has satisfied the requirements of Sections 3.1 and 3.2 and entered the Plan and is eligible to accrue benefits under the Plan. In addition, the term "Participant" also includes any individual who was a Participant (as defined in the preceding sentence) and who must continue to be taken into account under a particular provision of the Plan (e.g., because the individual has an Account balance in the Plan). 1.37 "Participant Directed Account" means that portion of a Participant's interest in the Plan with respect to which the Participant has directed the investment in accordance with the Participant Direction Procedures. 1.38 "Participant Direction Procedures" means such instructions, guidelines or policies, the terms of which are incorporated herein, as shall be established pursuant to Section 4.10 and observed by the Administrator and applied and provided to Participants who have Participant Directed Accounts. 1.39 "Participating Employer" means an Employer which, with the consent of the "lead Employer" adopts the Plan pursuant to Section 10.1 or Article XI. In addition, unless the context means otherwise, the term "Employer" shall include any Participating Employer which shall adopt this Plan. 1.40 "Period of Service" means the aggregate of all periods of service commencing with an Employee's first day of employment or reemployment with the Employer or an Affiliated Employer and ending on the first day of a Period of Severance, or for benefit accrual purposes, ending on the severance from service date. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee who incurs a Period of Severance of twelve (12) months or less will also receive service-spanning credit by treating any such period as a Period of Service for purposes of eligibility and vesting (but not benefit accrual). For purposes of benefit accrual, a Participant's whole year Periods of Service is equal to the sum of all full and partial periods of service, whether or not such service is continuous or contiguous, expressed in the number of whole years represented by such sum. For this purpose, fractional periods of a year will be expressed in terms of days. Periods of Service with any Affiliated Employer shall be recognized. Furthermore, Periods of Service with any predecessor employer that maintained this Plan shall be recognized. Periods of Service with any other predecessor employer shall be recognized as elected in the Adoption Agreement. In determining Periods of Service for purposes of vesting under the Plan, Periods of Service will be excluded as elected in the Adoption Agreement and as specified in Section 3.5. In the event the method of crediting service is amended from the Hour of Service method to the elapsed time method, an Employee will receive credit for a Period of Service consisting of: (a) A number of years equal to the number of Years of Service credited to the Employee before the computation period during which the amendment occurs; and (b) The greater of (1) the Periods of Service that would be credited to the Employee under the elapsed time method for service during the entire computation period in which the transfer occurs or (2) the service taken into account under the Hour of Service method as of the date of the amendment. In addition, the Employee will receive credit for service subsequent to the amendment commencing on the day after the last day of the computation period in which the transfer occurs. 248 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 9 1.41 "Period of Severance" means a continuous period of time during which an Employee is not employed by the Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first absent from service. In the case of an individual who is absent from work for "maternity or paternity" reasons, the twelve (12) consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a one year Period of Severance. For purposes of this paragraph, an absence from work for "maternity or paternity" reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement. 1.42 "Plan" means this instrument (hereinafter referred to as Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre-Approved Plan (Basic Plan Document #03 and the Adoption Agreement) as adopted by the Employer, including all amendments thereto and any appendix which is specifically permitted pursuant to the terms of the Plan. 1.43 "Plan Year" means the Plan's accounting year as specified in the Adoption Agreement. Unless there is a Short Plan Year, the Plan Year will be a twelve-consecutive month period. 1.44 "Pre-Retirement Survivor Annuity" means an immediate annuity for the life of a Participant's Spouse, the payments under which must be equal to the benefit which can be provided with the percentage, as specified in the Adoption Agreement, of the Participant's Vested interest in the Plan as of the date of death. If no election is made in the Adoption Agreement, the percentage shall be equal to fifty percent (50%). Furthermore, if less than one hundred percent (100%) of the Participant's Vested interest in the Plan is used to provide the Pre-Retirement Survivor Annuity, a proportionate share of each of the Participant's Accounts subject to the Pre-Retirement Survivor Annuity shall be used to provide the Pre-Retirement Survivor Annuity. 1.45 "Regulation" means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as amended from time to time. 1.46 "Retirement Date" means the date as of which a Participant retires for reasons other than Total and Permanent Disability, regardless of whether such retirement occurs on a Participant's Normal Retirement Date, Early Retirement Date or Late Retirement Date (see Section 6.1). 1.47 "Short Plan Year" means, if specified in the Adoption Agreement or as the result of an amendment, a Plan Year of less than a twelve (12) month period. If there is a Short Plan Year, the following rules shall apply in the administration of this Plan. In determining whether an Employee has completed a Year of Service (or Period of Service if the elapsed time method is used) for benefit accrual purposes in the Short Plan Year, the number of the Hours of Service (or months of service if the elapsed time method is used) required shall be proportionately reduced based on the number of days (or months) in the Short Plan Year. 1.48 "Spouse" means, a spouse as determined under federal tax law. In addition, with respect to benefits or rights not mandated by law, Spouse also includes a spouse as elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections). 1.49 "Terminated Participant" means a person who has been a Participant, but whose employment has been terminated with the Employer (including an Affiliated Employer) or applicable Participating Employer, other than by death, Total and Permanent Disability or retirement. 1.50 "Total and Permanent Disability" means, unless otherwise specified in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The disability of a Participant shall be determined by a licensed physician. However, if the condition constitutes total disability under the federal Social Security Acts, the Administrator may rely upon such determination that the Participant is Totally and Permanently Disabled for the purposes of this Plan. The determination shall be applied uniformly to all Participants. 1.51 "Trustee" means any person or entity that has agreed to serve as Trustee pursuant to the terms of the Trust agreement, or any successors thereto. The Employer may designate Trustees by business position or title. In addition, unless the context means, or the Plan provides, otherwise, the term "Trustee" shall mean the Insurer if the Plan is fully insured. The Employer has no reliance on the IRS opinion letter with respect to the separate Trust agreement. 1.52 "Trust Fund" means, if the Plan is funded with a trust, the assets of the Plan and Trust as the same shall exist from time to time. 1.53 "Valuation Date" means the date or dates specified in the Adoption Agreement. Regardless of any election to the contrary, for purposes of the determination and allocation of earnings and losses, the Valuation Date shall include the Anniversary Date and may include any other date or dates deemed necessary or appropriate by the Administrator for the valuation of Participants' Accounts during the Plan 249 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 10 Year, which may include any day that the Trustee (or Insurer), any transfer agent appointed by the Trustee (or Insurer) or the Employer, or any stock exchange used by such agent, are open for business. 1.54 "Vested" means the nonforfeitable portion of any Account maintained on behalf of a Participant. 1.55 "Year of Service" means the computation period of twelve (12) consecutive months, herein set forth, and during which an Employee has completed at least 1,000 Hours of Service (unless a different number of Hours of Service is specified in the Adoption Agreement). For purposes of eligibility for participation, the initial computation period shall begin with the date on which the Employee first performs an Hour of Service (employment commencement date). Unless otherwise elected in the Service Crediting Method Section of the Adoption Agreement, the succeeding computation periods shall begin on the anniversary of the Employee's employment commencement date. However, unless otherwise elected in the Adoption Agreement, if one (1) Year of Service or less is required as a condition of eligibility, then the computation period after the initial computation period shall shift to the current Plan Year which includes the anniversary of the date on which the Employee first performed an Hour of Service, and subsequent computation periods shall be the Plan Year. If there is a shift to the Plan Year, an Employee who is credited with the number of Hours of Service to be credited with a Year of Service in both the initial eligibility computation period and the first Plan Year which commences prior to the first anniversary of the Employee's initial eligibility computation period will be credited with two (2) Years of Service for purposes of eligibility to participate. If two (2) (or more) Years of Service are required as a condition of eligibility, a Participant will only have completed two (2) (or more) Years of Service for eligibility purposes upon completing two (2) or more consecutive Years of Service without an intervening 1-Year Break in Service. For vesting purposes, and all other purposes not specifically addressed in this Section, the computation period shall be the period elected in the Service Crediting Method Section of the Adoption Agreement. If no election is made in the Service Crediting Method Section of the Adoption Agreement, then the computation period shall be the Plan Year. In determining Years of Service for purposes of vesting under the Plan, Years of Service will be excluded as elected in the Adoption Agreement and as specified in Section 3.5. Years of Service and 1-Year Breaks in Service for eligibility purposes will be measured on the same eligibility computation period. Years of Service and 1-Year Breaks in Service for vesting purposes will be measured on the same vesting computation period. Years of Service with any Affiliated Employer shall be recognized. Furthermore, Years of Service with any predecessor employer that maintained this Plan shall be recognized. Years of Service with any other employer shall be recognized as elected in the Adoption Agreement. In the event the method of crediting service is amended from the elapsed time method to the Hour of Service method, an Employee will receive credit for Years of Service equal to: (a) The number of Years of Service equal to the number of 1-year Periods of Service credited to the Employee as of the date of the amendment; and (b) In the computation period which includes the date of the amendment, a number of Hours of Service (using the Hours of Service equivalency method, if any, elected in the Adoption Agreement) to any fractional part of a year credited to the Employee under this Section as of the date of the amendment. ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER (a) Appointment of Trustee (or Insurer) and Administrator. In addition to the general powers and responsibilities otherwise provided for in this Plan, the Employer shall be empowered to appoint and remove one or more Trustees (or Insurers) and Administrators from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan and the Code. The Employer may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Employer deems necessary or desirable in connection with the exercise of its fiduciary duties under this Plan. The Employer may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Employer), to the extent not paid by the Employer. (b) Appointment of Investment Manager. Unless prohibited by the terms of the Trust agreement, the Employer may appoint, at its option, one or more Investment Managers, investment advisers, or other agents to provide investment direction to the Trustee (or Insurer) with respect to any or all of the Plan assets. Such appointment shall be given by the Employer in writing in a form 250 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 11 acceptable to the Trustee (or Insurer) and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have the authority to direct the investment. (c) Indemnity. To the extent permitted by the Code, and unless otherwise specified in a separate agreement, the Employer will indemnify and hold harmless the Administrator, officers, directors, shareholders, employees, and agents of the Employer; the Plan; the Trustees, Fiduciaries, Participants and Beneficiaries of the Plan, as well as their respective successors and assigns, against any cause of action, loss, liability, damage, cost, or expense of any nature whatsoever (including, but not limited to, attorney's fees and costs, whether or not suit is brought, as well as IRS plan disqualifications, and other sanctions or compliance fees) arising out of or relating to the Employer's noncompliance with any of the Plan's terms or requirements; any intentional or negligent act or omission the Employer commits with regard to the Plan; and any omission or provision of incorrect information with regard to the Plan which causes the Plan to fail to satisfy the requirements of a tax-qualified plan. This indemnity provision shall continue to apply to the Employer with respect to the period the entity was maintaining this Plan, even if the Employer ceases to maintain the Plan. 2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY The Employer may appoint one or more Administrators. If the Employer does not appoint an Administrator, the Employer will be the Administrator. Any person, including, but not limited to, the Employees of the Employer, shall be eligible to serve as an Administrator. Any person so appointed shall signify acceptance by filing written or electronic acceptance with the Employer. An Administrator may resign by delivering a written resignation to the Employer or be removed by the Employer by delivery of written notice of removal, to take effect at a date specified therein, or upon delivery to the Administrator if no date is specified. Upon the resignation or removal of an Administrator, the Employer may designate in writing a successor to this position. 2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES If more than one person is appointed as Administrator, then the responsibilities of each Administrator may be specified by the Employer and accepted in writing by each Administrator. If no such delegation is made by the Employer, then the Administrators may allocate the responsibilities among themselves, in which event the Administrators shall notify the Employer and the Trustee (or Insurer) in writing of such action and specify the responsibilities of each Administrator. The Trustee (or Insurer) thereafter shall accept and rely upon any documents executed by the appropriate Administrator until such time as the Employer or the Administrators file with the Trustee (or Insurer) a written revocation of such designation. 2.4 POWERS AND DUTIES OF THE ADMINISTRATOR The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and determine all questions arising in connection with the administration, interpretation, and application of the Plan. Benefits under this Plan will be paid only if the Administrator decides in its discretion that the applicant is entitled to them. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done based upon uniform principles consistently applied and shall be consistent with the intent that the Plan continue to be deemed a qualified plan under the terms of Code §401(a). The Administrator shall have all powers necessary or appropriate to accomplish its duties under this Plan. The Administrator shall be charged with the duties of the general administration of the Plan and the powers necessary to carry out such duties as set forth under the terms of the Plan, including, but not limited to, the following: (a) the discretion to determine all questions relating to the eligibility of an Employee to participate or remain a Participant hereunder and to receive benefits under the Plan; (b) the authority to review and settle all claims against the Plan, including claims where the settlement amount cannot be calculated or is not calculated in accordance with the Plan's benefit formula. This authority specifically permits the Administrator to settle disputed claims for benefits and any other disputed claims made against the Plan; (c) to compute, certify, and direct agents of the Plan respect to the amount and the kind of benefits to which any Participant shall be entitled hereunder; (d) to authorize and direct the Trustee (or Insurer) with respect to all discretionary or otherwise directed disbursements from the Trust Fund; (e) to maintain all necessary records for the administration of the Plan; (f) to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan that are consistent with the terms hereof; 251 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 12 (g) to determine the size and type of any Contract to be purchased from any Insurer, and to designate the Insurer from which such Contract shall be purchased; (h) to compute and certify to the Employer and to the Trustee (or Insurer) from time to time the sums of money necessary or desirable to be contributed to the Plan; (i) to consult with the Employer and agents of the Plan regarding the short and long-term liquidity needs of the Plan; (j) to assist Participants regarding their rights, benefits, or elections available under the Plan; and (k) to determine the validity of, and take appropriate action with respect to, any "qualified domestic relations order" received by it. 2.5 RECORDS AND REPORTS The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Participants, Beneficiaries and others as required by applicable law. 2.6 APPOINTMENT OF ADVISERS The Administrator may appoint counsel, specialists, advisers, agents (including nonfiduciary agents such as third party administrative services providers and recordkeepers) and other persons as the Administrator deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan's investment fiduciaries and, if applicable, to Plan Participants. 2.7 INFORMATION FROM EMPLOYER The Employer shall supply full and timely information to the Administrator on all pertinent facts as the Administrator may require in order to perform its functions hereunder and the Administrator shall advise appropriate agents of the Plan of such of the foregoing facts as may be pertinent to the agent's duties with respect to the Plan. The Administrator may rely upon such information as is supplied by the Employer and shall have no duty or responsibility to verify such information. 2.8 PAYMENT OF EXPENSES All reasonable expenses of administration may be paid out of the Plan assets unless paid by the Employer. Such expenses shall include any expenses incident to the functioning of the Administrator, or any person or persons retained or appointed by any named fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, agents (including nonfiduciary agents such as third party administrative services providers and recordkeepers) appointed for the purpose of assisting the Administrator or Trustee (or Insurer) in carrying out the instructions of Participants as to the directed investment of their Accounts (if permitted) and other specialists and their agents and other costs of administering the Plan. If liquid assets of the Plan are insufficient to cover the fees of the Trustee (or Insurer) or the Administrator, then Plan assets shall be liquidated to the extent necessary for such fees. In the event any part of the Plan assets becomes subject to tax, all taxes incurred will be paid from the Plan assets. Until paid, the expenses shall constitute a liability of the Trust Fund. Expenses may be charged to Account. Unless specifically prohibited under statute, regulation or other guidance of general applicability, the Administrator may charge to the Account of an individual Participant a reasonable charge to offset the cost of making a distribution to the Participant, Beneficiary, or Alternate Payee. 2.9 MAJORITY ACTIONS Except where there has been an allocation and delegation of administrative authority pursuant to Section 2.3, if there is more than one Administrator, then they shall act by a majority of their number, but may authorize one or more of them to sign all papers on their behalf. 2.10 CLAIMS PROCEDURES (a) Non-ERISA provisions. Sections 2.10(a) and (b) apply unless (1) the Administrator has adopted other Plan provisions or other claims procedures that override all or a portion of the provisions set forth in this Plan Section 2.10, or (2) the Employer has elected in the Adoption Agreement to apply all or some of Subsections (c) – (g) below (which are based on provisions of the Employee Retirement Security Act even though ERISA does not apply to this Plan). Any person who believes that he or she is entitled to a benefit under the Plan shall file with the Administrator a written notice of claim for such benefit within 45 days of such right accruing or shall forever waive entitlement to such benefit. Within 120 days after its receipt of such written notice of claim, the Administrator shall either grant or deny such claim provided, however, any delay on the part of the 252 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 13 Administrator is arriving at a decision shall not adversely affect benefits payable under a granted claim. The Administrator may, however, implement claims procedures in addition to those provided in this Plan. The implementation of such procedures shall not be considered a Plan amendment that affects an Employer's reliance on this pre-approved plan. The Administrator and all persons determining or reviewing claims have full discretion to determine benefit claims under the Plan. Any interpretation, determination or other action of such persons shall be subject to review only if it is arbitrary or capricious or otherwise an abuse of discretion. Any review of a final decision or action of the persons reviewing a claim shall be based only on such evidence presented to or considered by such persons at the time they made the decision that is the subject of review. (b) Plan Administrator discretion; court review. The Administrator and all persons determining or reviewing claims have full discretion to determine benefit claims under the Plan. Any interpretation, determination or other action of such persons shall be subject to review only if it is arbitrary or capricious or otherwise an abuse of discretion. Any review of a final decision or action of the persons reviewing a claim shall be based only on such evidence presented to or considered by such persons at the time they made the decision that is the subject of review. (c) Initial Claim. Claims for benefits under the Plan may be filed in writing with the Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days (45 days if the claim involves disability benefits and disability is not based on the Social Security Acts) after the application is filed, or such period as is required by applicable law or Department of Labor regulation. Any electronic notification shall comply with the standards imposed by Department of Labor Regulation §2520.104b 1(c)(1)(i), (iii) and (iv) or any subsequent guidance. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan's claims review procedure. (d) Claims review. Any Employee, Former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.10 shall be entitled to request the Administrator to give further consideration to the claim by filing with the Administrator a written request. Such request, together with a written statement of the reasons why the claimant believes such claim should be allowed, shall be filed with the Administrator no later than sixty (60) days after receipt of the written notification provided for in this Section 2.10(c). A final decision as to the allowance of the claim shall be made by the Administrator within sixty (60) days (45 days if the claim involves disability benefits and disability is not based on the Social Security Acts) of receipt of the appeal (unless there has been an extension of sixty (60) days (45 days if the claim involves disability benefits and disability is not based on the Social Security Acts) due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant within the sixty (60) day period (45 days if the claim involves disability benefits and disability is not based on the Social Security Acts)). Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. The communication may be written or electronic (provided the electronic communication complies with the standards imposed by Department of Labor Regulation §2520.104b 1(c)(1)(i), (iii) and (iv) or any subsequent guidance). Notwithstanding the preceding, to the extent any of the time periods specified in this Section are amended by law or Department of Labor regulation, then the time frames specified herein shall automatically be changed in accordance with such law or regulation. (e) Deadline to file claim. To be considered timely under the Plan's claims procedures, a claim must be filed under Sections 2.10(c) or (d) above within one year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based. Knowledge of all facts that the Participant knew or reasonably should have known shall be imputed to the claimant for the purpose of applying this deadline. (f) Exhaustion of administrative remedies. The exhaustion of the claims procedures is mandatory for resolving every claim and dispute arising under this Plan. As to such claims and disputes: (1) no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan or under any other provision of law, whether or not statutory, until the claims procedures set forth in Subsections (a) and (b) above have been exhausted in their entirety; and (2) in any such legal action all explicit and all implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law. (g) Deadline to file action. No legal action to recover Plan benefits or to enforce or clarify rights under the Plan or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of: (1) thirty (30) months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or (2) six (6) months after the claimant has exhausted the claims procedure under this Plan. Knowledge of all facts that the Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for purposes of applying the previously specified periods. 253 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 14 ARTICLE III ELIGIBILITY 3.1 CONDITIONS OF ELIGIBILITY An Eligible Employee shall be eligible to participate hereunder on the date such Employee has satisfied the conditions of eligibility, if any, elected in the Adoption Agreement. 3.2 EFFECTIVE DATE OF PARTICIPATION (a) General rule. An Eligible Employee who has satisfied the conditions of eligibility pursuant to Section 3.1 shall become a Participant effective as of the date elected in the Adoption Agreement. (b) Rehired Employee. This Subsection only applies to the extent the Employer elects to apply the Break-in-Service rules in Appendix A to the Adoption Agreement. If the Break-in-Service rules do not apply, then a rehired Employee is treated as a new hire. If the Break-in-Service rules do apply, then if an Eligible Employee is not employed on the date determined pursuant to (a) above, but is reemployed before a 1-Year Break in Service has occurred, then such Eligible Employee shall become a Participant on the date of reemployment or, if later, the date that the Employee would have otherwise entered the Plan had the Employee not terminated employment. If such Employee incurs a 1-Year Break in Service, then eligibility will be determined under the 1-Year Break in Service rules set forth in Section 3.5. (c) Recognition of predecessor service. Unless specifically provided otherwise in the Adoption Agreement, an Eligible Employee who satisfies the Plan's eligibility requirement conditions by reason of recognition of service with a predecessor employer will become a Participant as of the day the Plan credits service with a predecessor employer or, if later, the date the Employee would have otherwise entered the Plan had the service with the predecessor employer been service with the Employer. (d) Noneligible to eligible class. If an Employee, who has satisfied the Plan's eligibility requirements and would otherwise have become a Participant, shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant on the date such Employee becomes an Eligible Employee or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. (e) Eligible to noneligible class. If an Employee, who has satisfied the Plan's eligibility requirements and would otherwise become a Participant, shall go from a classification of an Eligible Employee to a noneligible class of Employees, such Employee shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. However, if such Employee incurs a 1-Year Break in Service, eligibility will be determined under the 1-Year Break in Service rules set forth in Section 3.5 (if applicable to the Plan). 3.3 DETERMINATION OF ELIGIBILITY The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan. 3.4 TERMINATION OF ELIGIBILITY In the event a Participant shall go from a classification of an Eligible Employee to an ineligible Employee, such Participant shall continue to vest in the Plan for each Year of Service (or Period of Service, if the elapsed time method is used) completed while an ineligible Employee, until such time as the Participant's Account is forfeited or distributed pursuant to the terms of the Plan. Additionally, the Participant's interest in the Plan shall continue to share in the earnings of the Trust Fund in the same manner as Participants. 3.5 REHIRED EMPLOYEES AND 1-YEAR BREAKS IN SERVICE (a) Application of Break-in Service rules. The Break-in-Service rules set forth in this Section only apply if the Employer elects to apply the Break-in-Service rules in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections). If the Employer does not elect to apply the Break-in-Service rules, then rehired Employees are treated as new hires. (b) Rehired Participant/immediate re-entry. If any Former Employee who had been a Participant is reemployed by the Employer, then the Employee shall become a Participant as of the reemployment date, unless the Employee is not an Eligible Employee or unless the Employee does not satisfy the eligibility conditions taking into account prior service to the extent such prior service is not disregarded pursuant to Section 3.5(e) below. If such prior service is disregarded, then the rehired Eligible Employee shall be treated as a new hire. (c) Rehired Eligible Employee who satisfied eligibility. If any Eligible Employee had satisfied the Plan's eligibility requirements but, due to a severance of employment, did not become a Participant, then such Eligible Employee shall become a Participant as of the later of (1) the entry date on which he or she would have entered the Plan had there been no severance of 254 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 15 employment, or (2) the date of his or her re-employment. Notwithstanding the preceding, if the rehired Eligible Employee's prior service is disregarded pursuant to Section 3.5(e) below, then the rehired Eligible Employee shall be treated as a new hire. (d) Rehired Eligible Employee who had not satisfied eligibility. If any Eligible Employee who had not satisfied the Plan's eligibility requirements is rehired after severance from employment, then such Eligible Employee shall become a Participant in the Plan in accordance with the eligibility requirements set forth in the Adoption Agreement and the Plan. However, in applying any shift in an eligibility computation period, the Eligible Employee is not treated as a new hire unless prior service is disregarded in accordance with Section 3.5(e) below. (e) Reemployed after five (5) 1-Year Breaks in Service ("rule of parity" provisions). If the Employer elects in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections) to apply the "rule of parity" provisions, then if any Employee is reemployed after five (5) 1-Year Breaks in Service has occurred, Years of Service (or Periods of Service if the elapsed time method is being used) shall include Years of Service (or Periods of Service if the elapsed time method is being used) prior to the 5-Year Break in Service subject to the rules set forth below. The Employer may elect in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections) to make the provisions of this paragraph applicable for purposes of eligibility and/or vesting. (1) In the case of a Former Employee who under the Plan does not have a nonforfeitable right to any interest in the Plan resulting from Employer contributions, Years of Service (or Periods of Service) before a period of 1-Year Breaks in Service will not be taken into account if the number of consecutive 1-Year Breaks in Service equals or exceeds the greater of (i) five (5) or (ii) the aggregate number of pre-break Years of Service (or Periods of Service). Such aggregate number of Years of Service (or Periods of Service) will not include any Years of Service (or Periods of Service) disregarded under the preceding sentence by reason of prior 1-Year Breaks in Service; (2) A Former Employee who has not had Years of Service (or Periods of Service) before a 1-Year Break in Service disregarded pursuant to (1) above, shall participate in the Plan as of the date of reemployment, or if later, as of the date the Former Employee would otherwise enter the Plan pursuant to Sections 3.1 and 3.2 taking into account all service not disregarded. (f) Vesting after five (5) 1-Year Breaks in Service. If the Employer elects in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections) to apply the Break-in-Service rules, then if f. a Participant incurs five (5) consecutive 1-Year Breaks in Service, the Vested portion of such Participant's Account attributable to pre-break service shall not be increased as a result of post-break service. In such case, separate accounts will be maintained as follows: (1) one account for nonforfeitable benefits attributable to pre-break service; and (2) one account representing the Participant's Employer-derived Account balance in the Plan attributable to post-break service. (g) Waiver of allocation or contribution conditions. If the Employer elects in the Adoption Agreement to waive allocations or contributions due to retirement (early or normal retirement), then a Participant shall only be entitled to one such waiver. Accordingly, if a Participant retires and allocation or contribution conditions are waived, then the Plan will not waive the allocation or contribution conditions if the Participant is rehired and then retires again. 3.6 ELECTION NOT TO PARTICIPATE An Employee may, subject to the approval of the Employer, elect voluntarily not to participate in any component of the Plan before the Employee first becomes eligible to participate in any qualified plan (subject to Code §401(a)), or any other plan or arrangement of the employer that is described in Code section 219(g)(5)(A) (whether or not terminated) maintained by the Employer. Such election must be made upon inception of the Plan or such other plan or arrangement or at any time prior to the time the Employee first becomes eligible to participate under any such plan maintained by the Employer. The election not to participate must be irrevocable and communicated to the Employer, in writing, within a reasonable period of time before the date the Employee would have otherwise entered the Plan. Notwithstanding anything in this Section to the contrary, if any prior Plan document of this Plan contained a provision permitting an Employee to make a revocable election not to participate and an Employee made such revocable election not to participate while that prior Plan document was in effect, then such Employee's waiver shall continue to be in effect. 3.7 OMISSION OF ELIGIBLE EMPLOYEE; INCLUSION OF INELIGIBLE EMPLOYEE If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by the Employer for the year has been made and allocated, or any person who should not have been included as a Participant in the Plan is erroneously included, then the Employer may take corrective actions consistent with, the IRS Employee Plans Compliance Resolution System (i.e., Rev. Proc. 2018-52, Rev. Proc. 2019-19, or any subsequent guidance). 255 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 16 ARTICLE IV CONTRIBUTION AND ALLOCATION 4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION (a) For a Money Purchase Plan. All contributions made by the Employer will be made in cash. For each Plan Year, the Employer will contribute to the Plan the following: (1) The amount of any mandatory Employee contributions and after-tax voluntary Employee contributions made by Participants; plus (2) On behalf of each Participant eligible to share in allocations, for each year of such Participant's participation in this Plan, the Employer will contribute the amount specified in the Adoption Agreement; plus (3) If elected in the Adoption Agreement, a matching contribution equal to the amount specified in the Adoption Agreement of each Participant eligible to share in the allocations of the matching contribution, which amount shall be deemed an Employer matching contribution. (b) For a 401(a) Plan. For each Plan Year, the Employer will (or may with respect to any discretionary contributions) contribute to the Plan: (1) The amount of any mandatory Employee contributions and after-tax voluntary Employee contributions; plus (2) If elected in the Adoption Agreement, a matching contribution equal to the amount specified in the Adoption Agreement of each Participant eligible to share in the allocations of the matching contribution, which amount shall be deemed an Employer matching contribution; plus (3) If elected in the Adoption Agreement, an Employer contribution equal to a specified contribution or a discretionary amount determined each year by the Employer. (c) Frozen Plans. The Employer may designate that the Plan is a frozen Plan at the Contribution Types Section of the Adoption Agreement. As a frozen Plan, the Employer will not make any Employer contributions with respect to Compensation earned after the date the Plan is frozen. In addition, once a Plan is frozen, no additional Employees shall become Participants. (d) Union Employees. Regardless of any provision in this Plan to the contrary, Employees whose employment is governed by a collective bargaining agreement between the Employer and "employee representatives" under which retirement benefits were the subject of good faith bargaining shall be eligible to participate in this Plan to the extent of employment covered by such agreement provided the agreement provides for coverage in the Plan. The benefits, including but not limited to, contributions, allocations and vesting, under this Plan shall be those set forth in the Adoption Agreement. For this purpose, the term "employee representatives" does not include any organization more than half of whose members are employees who are owners, officers, or executives of the Employer. If a Participant performs services both as a collectively bargained Employee and as a non-collectively bargained Employee, then the Participant's Hours of Service and Compensation in each respective category are treated separately for purposes of the Plan. (e) Social Security Replacement Plan. The Employer may elect under the Adoption Agreement to indicate its intention to qualify this Plan as a Social Security Replacement Plan under Code §3121(b)(7)(F). If the Employer makes the election to qualify the Plan as a Social Security Replacement Plan, the Plan will allocate a minimum contribution amount (Employer and Employee Contributions) of seven and one-half percent (7.5%) of Compensation. The Plan will consider each Participant a member of a retirement system that provides benefits comparable to the benefits he or she would have received under Social Security. In the case of part-time, seasonal and temporary Employees, the benefit will be nonforfeitable. 4.2 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION Unless otherwise provided by contract or law, the Employer may make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will designate to the Administrator the Plan Year for which the Employer is making its contribution. 4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS (a) Separate accounting. The Administrator shall establish and maintain an Account in the name of each Participant to which the Administrator shall credit as of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein. 256 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 17 (b) Allocation of contributions. The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer's contribution, if any, for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate any contributions as follows: (1) Money Purchase Pension Plan. For a Money Purchase Plan: (i) The Employer's contribution shall be allocated to each Participant's Account in the manner set forth in Section 4.1 herein and as specified in the Adoption Agreement. (ii) Notwithstanding the preceding provisions, a Participant shall only be eligible to share in the allocations of the Employer's contribution for the year if the Participant is an Eligible Employee at any time during the year and the conditions set forth in the Adoption Agreement are satisfied. (2) 401(a) Plan. For a 401(a) Plan (which is a profit sharing plan within the meaning of Code §401(a)): (i) The Employer's contribution shall be allocated to each Participant's Account in accordance with the allocation method that corresponds with the elections in the Adoption Agreement. The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer's contribution for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the allocation shall be made in accordance with the elections in the Adoption Agreement. (ii) Notwithstanding the preceding provision, a Participant shall only be eligible to share in the allocations of the Employer's contribution for the year if the Participant is an Eligible Employee at any time during the year and the conditions set forth in the Adoption Agreement are satisfied. (c) Gains or losses. Except as otherwise provided in Section 4.10 with respect to Participant Directed Accounts, as of each Valuation Date, before allocation of any Employer contributions and Forfeitures, any earnings or losses (net appreciation or net depreciation) of the Trust Fund (exclusive of assets segregated for distribution) shall be allocated in accordance with such rules and procedures that are established by the Administrator and that are applied in a uniform and nondiscriminatory manner based upon the investments of the Trust Fund and the Participants' accounts to which the net income is allocated. For purposes of this Section, the term "net income" means the net of any interest, dividends, unrealized appreciation and depreciation, capital gains and losses, and investment expenses of the Trust Fund determined on each Valuation Date. However, Participants' accounts which have been segregated for investment purposes (including any Participant Directed Accounts) will only have the net income earned thereon allocated thereto. Policy dividends or credits will be allocated to the Participant's Account for whose benefit the Policy is held. Recapture account. The Administrator in its discretion may use a "Recapture Account" to pay non settlor Plan expenses and may allocate funds in the "Recapture Account" (or excess funds therein after payment of Plan expenses) as earnings or as otherwise permitted by applicable law. The Administrator will exercise its discretion in a reasonable, uniform and nondiscriminatory manner. A "Recapture Account" is an account designated to receive amounts which a Plan service provider receives in the form of 12b 1 fees, sub transfer agency fees, shareholder servicing fees or similar amounts (also known as "revenue sharing"), which are received by the service provider from a source other than the Plan and which the service provider may remit to the Plan. Late trading and market timing settlement. In the event the Plan becomes entitled to a settlement from a mutual fund or other investment relating to late trading, market timing or other activities, the Administrator will allocate the settlement proceeds to Participants and Beneficiaries in accordance with Department of Labor Field Assistance Bulletin 2006-01 or other applicable law. (d) Contracts. Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends or interest received on Contracts. (e) Forfeitures. Forfeitures must be disposed of no later than the last day of the Plan Year following the Plan Year in which the Forfeiture occurs. The Employer may direct the Administrator to use Forfeitures to satisfy any contribution that may be required pursuant to Section 6.10 or to pay any Plan expenses. With respect to a Money Purchase Plan, any remaining Forfeitures will be disposed of in accordance with the elections in the Adoption Agreement. With respect to all other plans, the Employer must direct the Administrator to use any remaining Forfeitures in accordance with any combination of the following methods, including a different method based on the source of such Forfeitures. Forfeitures may be: (1) Added to any Employer discretionary contribution and allocated in the same manner (2) Used to reduce any Employer contribution (3) Added to any Employer matching contribution and allocated as an additional matching contribution (4) Allocated to all Participants in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year 257 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 18 If Forfeitures are allocated to Participants (rather than used to reduce Employer contributions) then the Employer must also direct the Administrator as to which Participants are eligible to share in such allocation. (f) Delay in processing transactions. Notwithstanding anything in this Section to the contrary, all information necessary to properly reflect a given transaction may not be available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be imposed under the Code, the processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan. 4.4 MAXIMUM ANNUAL ADDITIONS (a) Calculation of "annual additions." (1) If a Participant does not participate in, and has never participated in another qualified plan maintained by the "employer," or a welfare benefit fund (as defined in Code §419(e)) maintained by the "employer," or an individual medical benefit account (as defined in Code §415(l)(2)) maintained by the "employer," or a simplified employee pension (as defined in Code §408(k)) maintained by the "employer" which provides "annual additions," the amount of "annual additions" which may be credited to the Participant's Accounts for any Limitation Year shall not exceed the lesser of the "maximum permissible amount" or any other limitation contained in this Plan. If the "employer" contribution that would otherwise be contributed or allocated to the Participant's Accounts would cause the "annual additions" for the Limitation Year to exceed the "maximum permissible amount," the amount contributed or allocated will be reduced so that the "annual additions" for the Limitation Year will equal the "maximum permissible amount," and any amount in excess of the "maximum permissible amount" which would have been allocated to such Participant may be allocated to other Participants. (2) Prior to determining the Participant's actual 415 Compensation for the Limitation Year, the "employer" may determine the "maximum permissible amount" for a Participant on the basis of a reasonable estimation of the Participant's 415 Compensation for the Limitation Year, uniformly determined for all Participants similarly situated. (3) As soon as is administratively feasible after the end of the Limitation Year, the Administrator shall determine the "maximum permissible amount" for each Participant for such Limitation Year on the basis of the Participant's actual 415 Compensation for such Limitation Year. (b) "Annual additions" if a Participant is in more than one plan. (1) Except as provided in Subsection (c) below, this Subsection applies if, in addition to this Plan, a Participant is covered under another "employer" maintained qualified defined contribution plan, welfare benefit fund (as defined in Code §419(e)), individual medical benefit account (as defined in Code §415(l)(2)), or simplified employee pension (as defined in Code §408(k)), which provides "annual additions," during any Limitation Year. The "annual additions" which may be credited to a Participant's Accounts under this Plan for any such Limitation Year shall not exceed the "maximum permissible amount" reduced by the "annual additions" credited to a Participant's Accounts under the other plans and welfare benefit funds, individual medical benefit accounts, and simplified employee pensions for the same Limitation Year. If the "annual additions" with respect to the Participant under other defined contribution plans and welfare benefit funds maintained by the "employer" are less than the "maximum permissible amount" and the "employer" contribution that would otherwise be contributed or allocated to the Participant's Accounts under this Plan would cause the "annual additions" for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the "annual additions" under all such plans and welfare benefit funds for the Limitation Year will equal the "maximum permissible amount," and any amount in excess of the "maximum permissible amount" which would have been allocated to such Participant may be allocated to other Participants. If the "annual additions" with respect to the Participant under such other defined contribution plans, welfare benefit funds, individual medical benefit accounts and simplified employee pensions in the aggregate are equal to or greater than the "maximum permissible amount," no amount will be contributed or allocated to the Participant's Account under this Plan for the Limitation Year. (2) Prior to determining the Participant's actual 415 Compensation for the Limitation Year, the "employer" may determine the "maximum permissible amount" for a Participant on the basis of a reasonable estimation of the Participant's 415 Compensation for the Limitation Year, uniformly determined for all Participants similarly situated. (3) As soon as is administratively feasible after the end of the Limitation Year, the Administrator shall determine the "maximum permissible amount" for each Participant for such Limitation Year on the basis of the Participant's actual 415 Compensation for the Limitation Year. (4) If, pursuant to Section 4.4(b)(2), a Participant's "annual additions" under this Plan and such other plans would result in an "excess amount" for a Limitation Year, the "excess amount" will be deemed to consist of the "annual additions" last allocated, except that "annual additions" attributable to a simplified employee pension will be deemed to have been allocated first, 258 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 19 followed by "annual additions" to a welfare benefit fund or individual medical benefit account, and then by "annual additions" to a plan subject to Code §412, regardless of the actual allocation date. (5) If an "excess amount" was allocated to a Participant on an allocation date of this Plan which coincides with an allocation date of another plan, the "excess amount" attributed to this Plan will be the product of: (i) the total "excess amount" allocated as of such date, times (ii) the ratio of (A) the "annual additions" allocated to the Participant for the Limitation Year as of such date under this Plan to (B) the total "annual additions" allocated to the Participant for the Limitation Year as of such date under this and all the other qualified defined contribution plans. (c) Coverage under another plan. If the Participant is covered under another qualified defined contribution plan maintained by the "employer," "annual additions" which may be credited to the Participant's Accounts under this Plan for any Limitation Year will be limited in accordance with Section 4.4(b), unless the "employer" provides other limitations in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections). (d) Time when "annual additions" credited. An "annual addition" is credited to the Account of a Participant for a particular Limitation Year if it as allocated to the Participant's Account under the Plan as of any date within that Limitation Year. However, an amount is not deemed allocated as of any date within a Limitation Year if such allocation is dependent upon participation in the Plan as of any date subsequent to such date. For purposes of this subparagraph, "employer" contributions are treated as credited to a Participant's Account for a particular Limitation Year only if the contributions are actually made to the Plan no later than the 15th day of the tenth calendar month following the end of the calendar year or Fiscal Year (as applicable, depending on the basis on which the Employer keeps its books) with or within which the particular Limitation Year ends. (e) Definitions. For purposes of this Section, the following terms shall be defined as follows: (1) "Annual additions" means the sum credited to a Participant's Accounts for any Limitation Year of (a) "employer" contributions, (b) Employee contributions (except as provided below), (c) Forfeitures, (d) amounts allocated to an individual medical benefit account, as defined in Code §415(l)(2), which is part of a pension or annuity plan maintained by the "employer," (e) amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code §419A(d)(3)) under a welfare benefit fund (as defined in Code §419(e)) maintained by the "employer" and (f) allocations under a simplified employee pension. Except, however, the Compensation percentage limitation referred to in paragraph (e)(5)(ii) below shall not apply to: (1) any contribution for medical benefits (within the meaning of Code §419A(f)(2)) after separation from service which is otherwise treated as an "annual addition," or (2) any amount otherwise treated as an "annual addition" under Code §415(l)(1). (i) Restorative payments. "Annual additions" for purposes of Code §415 and this Section shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under applicable federal or state law, where Participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the Plan's losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty are not restorative payments and generally constitute contributions that are considered "annual additions." (ii) Other amounts. "Annual additions" for purposes of Code §415 and this Section shall not include: (A) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (B) Rollover contributions (as described in Code §§401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (C) Repayments of loans made to a Participant from the Plan; and (D) Repayments of amounts described in Code §411(a)(7)(B) (in accordance with Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code §414(d)) as described in Code §415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments. (2) "Defined contribution dollar limitation" means $56,000 (or the amount as adjusted under Code §415(d)). (3) "Employer" means, for purposes of this Section, the Employer that adopts this Plan and all Affiliated Employers. (4) "Excess amount" means the excess of the Participant's "annual additions" for the Limitation Year over the "maximum permissible amount." 259 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 20 (5) "Maximum permissible amount" means, except to the extent permitted under this Plan and Code §414(v), the maximum "annual addition" that may be contributed or allocated to a Participant's Accounts under the Plan for any Limitation Year, which shall not exceed the lesser of: (i) the "defined contribution dollar limitation," or (ii) one hundred percent (100%) of the Participant's 415 Compensation for the Limitation Year. The 415 Compensation Limitation referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code §§401(h) or 419A(f)(2)) which is otherwise treated as an "annual addition." If a short Limitation Year is created because of an amendment changing the Limitation Year to a different twelve (12) consecutive month period, the "maximum permissible amount" will not exceed the "defined contribution dollar limitation" multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is twelve (12). (f) Special rules. (1) Aggregation of plans. For purposes of applying the limitations of Code §415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the "employer" (or a "predecessor employer") under which the Participant receives "annual additions" (including voluntary employee contribution accounts in a defined benefit plan, mandatory contributions to a defined benefit plan, individual medical benefit accounts under§401(h), key employee accounts under a welfare benefit plan described in §419, and simplified employee pensions under§408(k)) of the employer or a predecessor employer, whether or not terminated, will be treated as one defined contribution plan for purposes of the limitations under§ 415(c). Where the employer is a member of a controlled group of corporations or commonly controlled trades or businesses, or a member of an affiliated service group, within the meaning of §§414(b), (c) or (m) and §415(g) and (h), the plan must provide that all such employers are treated as a single employer for purposes of the Plan's application of the §415 limitations. Notwithstanding the preceding, multiemployer plans are not aggregated with other multiemployer plans for purposes of §415. For purposes of this Section: (i) A former "employer" is a "predecessor employer" with respect to a participant in a plan maintained by an "employer" if the "employer" maintains a plan under which the participant had accrued a benefit while performing services for the former "employer", but only if that benefit is provided under the plan maintained by the "employer". For this purpose, the "formerly affiliated plan" rules in Regulation §1.415(f)-1(b)(2) apply as if the "employer" and "predecessor employer" constituted a single employer under the rules described in Regulation §1.415(a)-1(f)(1) and (2) immediately prior to the "cessation of affiliation" (and as if they constituted two, unrelated employers under the rules described in Regulation §1.415(a)-1(f)(1) and (2) immediately after the "cessation of affiliation") and "cessation of affiliation" was the event that gives rise to the "predecessor employer" relationship, such as a transfer of benefits or plan sponsorship. (ii) With respect to an "employer" of a Participant, a former entity that antedates the "employer" is a "predecessor employer" with respect to the Participant if, under the facts and circumstances, the "employer" constitutes a continuation of all or a portion of the trade or business of the former entity. (2) Break-up of an affiliated employer or an affiliated service group. For purposes of aggregating plans for Code §415, a "formerly affiliated plan" of an "employer" is taken into account for purposes of applying the Code §415 limitations to the "employer," but the "formerly affiliated plan" is treated as if it had terminated immediately prior to the "cessation of affiliation." For purposes of this paragraph, a "formerly affiliated plan" of an "employer" is a plan that, immediately prior to the "cessation of affiliation," was actually maintained by one or more of the entities that constitute the "employer" (as determined under the employer affiliation rules described in Regulation §1.415(a)-1(f)(1) and (2)), and immediately after the "cessation of affiliation," is not actually maintained by any of the entities that constitute the "employer" (as determined under the employer affiliation rules described in Regulation §1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a "cessation of affiliation" means the event that causes an entity to no longer be aggregated with one or more other entities as a single "employer" under the employer affiliation rules described in Regulation §1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the "employer" under the employer affiliation rules of Regulation §1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group). (3) Mid-year aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Code §415(f) and the Regulations thereunder as of the first day of a Limitation Year do not fail to satisfy the requirements of Code §415 with respect to a Participant for the Limitation Year merely because they are aggregated later in that Limitation Year, provided that no "annual additions" are credited to the Participant's Account after the date on which the plans are required to be aggregated. 260 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 21 4.5 ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS Notwithstanding any provision of the Plan to the contrary, if the "annual additions" (as defined in Section 4.4) are exceeded for any Participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Rev. Proc. 2018-52, Rev. Proc. 2019-19, or any superseding guidance. 4.6 ROLLOVERS (a) Acceptance of "rollovers" into the Plan. If elected in the Adoption Agreement and with the consent of the Administrator, the Plan may accept a "rollover," provided the "rollover" will not jeopardize the tax-exempt status of the Plan or create adverse tax consequences for the Employer. The amounts rolled over shall be separately accounted for in a "Participant's Rollover Account." A Participant's Rollover Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. For purposes of this Section, the term Participant shall include any Eligible Employee who is not yet a Participant, if, pursuant to the Adoption Agreement, "rollovers" are permitted to be accepted from Eligible Employees. In addition, for purposes of this Section the term Participant shall also include Former Employees elected in the Adoption Agreement. Regardless of whether new loans are permitted, if the Plan permits rollovers, the Administrator may, in a uniform and nondiscriminatory manner, accept rollovers of loans into this Plan if the terms of such loans meet the requirements of being definite, have a reasonable rate of interest, and/or have a definite repayment period (e.g., an asset purchase acquisition whereby the Employer may choose to accept the rollover of Participant loans from a prior employer in a uniform and nondiscriminatory manner). (b) Treatment of "rollovers" under the Plan. Amounts in a Participant's Rollover Account shall be held by the Trustee (or Insurer) pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part, except as elected in the Adoption Agreement and Subsection (c) below. The Trustee (or Insurer) shall have no duty or responsibility to inquire as to the propriety of the amount, value or type of assets transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee (or Insurer) under the terms of this Plan. (c) Distribution of "rollovers." At such time as the conditions set forth in the Adoption Agreement have been satisfied, the Administrator, at the election of the Participant, shall direct the distribution of up to the entire amount credited to the Rollover Account maintained on behalf of such Participant. Any distribution of amounts held in a Participant's Rollover Account shall be made in a manner which is consistent with and satisfies the provisions of Sections 6.5 and 6.6. Furthermore, unless otherwise elected in the Adoption Agreement, such amounts shall be considered to be part of a Participant's benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent. (d) "Rollovers" maintained in a separate account. The Administrator may direct that "rollovers" made after a Valuation Date be segregated into a separate account for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated, invested as part of the general Trust Fund or, if elected in the Adoption Agreement, directed by the Participant. (e) Limits on accepting "rollovers." Prior to accepting any "rollovers" to which this Section applies, the Administrator may require the Employee to establish (by providing opinion of counsel or otherwise) that the amounts to be rolled over to this Plan meet the requirements of this Section. The Employer may instruct the Administrator, operationally, to limit the source of "rollover" contributions that may be accepted by the Plan. (f) Definitions. For purposes of this Section, the following definitions shall apply: (1) A "rollover" means: (i) amounts transferred to this Plan directly from another "eligible retirement plan;" (ii) distributions received by an Employee from other "eligible retirement plans" which are eligible for tax-free rollover to an "eligible retirement plan" and which are transferred by the Employee to this Plan within sixty (60) days following receipt thereof; and (iii) any other amounts which are eligible to be rolled over to this Plan pursuant to the Code or any other federally enacted legislation. (2) An "eligible retirement plan" means an individual retirement account described in Code §408(a), an individual retirement annuity described in Code §408(b) (other than an endowment contract), a qualified trust (an employees' trust described in Code §401(a) which is exempt from tax under Code §501(a)), an annuity plan described in Code §403(a), an eligible deferred compensation plan described in Code §457(b) which is maintained by an eligible employer described in Code §457(e)(1)(A), and an annuity contract described in Code §403(b). (g) Pre-Participation Rollovers. If an Eligible Employee makes a Rollover Contribution to the Plan prior to satisfying the Plan's eligibility conditions or prior to reaching his or her Entry Date, then the Administrator will treat the Employee as a limited Participant (as described in Rev. Rul. 96 48). A limited Participant does not share in the Plan's allocation of Employer Contributions nor Forfeitures until the Employee actually becomes a Participant in the Plan. 261 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 22 4.7 PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS (a) Transfers into this Plan. With the consent of the Administrator, amounts may be transferred (within the meaning of Code §414(l)) to this Plan from other tax qualified plans under Code §401(a), provided the plan from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax-exempt status of the Plan or Trust or create adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may require an opinion of counsel that the amounts to be transferred meet the requirements of this Section. The amounts transferred shall be set up in a separate account herein referred to as a "Participant's Transfer Account." Furthermore, for vesting purposes, the Participant's Transfer Account may be treated as a separate "Participant's Account." (b) Accounting of transfers. Amounts in a Participant's Transfer Account shall be held by the Trustee (or Insurer) pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part, except as elected in the Adoption Agreement and Subsection (d) below, provided the restrictions of Subsection (c) below and Section 6.16 are satisfied. The Trustee (or Insurer) shall have no duty or responsibility to inquire as to the propriety of the amount, value or type of assets transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee (or Insurer) under the terms of this Plan. Notwithstanding anything in this Section to the contrary, transferred amounts are not required to be separately accounted for and may be combined with the corresponding Account maintained in this Plan provided all rights, benefits and features and other attributes are identical with respect to each account, or are identical after the combination. (c) Distribution of plan–to-plan transfer amounts. At Normal Retirement Date, or such other date when the Participant or the Participant's Beneficiary shall be entitled to receive benefits, the Participant's Transfer Account shall be used to provide additional benefits to the Participant or the Participant's Beneficiary. Any distribution of amounts held in a Participant's Transfer Account shall be made in a manner which is consistent with and satisfies the provisions of Sections 6.5 and 6.6. Furthermore, such amounts shall be considered to be part of a Participant's benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent. (d) Segregation. The Administrator may direct that Employee transfers made after a Valuation Date be segregated into a separate account for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated, invested as part of the general Trust Fund or, if elected in the Adoption Agreement, directed by the Participant. (e) Pre-Participation Transfers. The Administrator has the discretion to accept a Transfer of plan assets on behalf of an Employee prior to the date the Employee satisfies the Plan's eligibility conditions or prior to reaching the Entry Date in a uniform and nondiscretionary manner. If the Plan accepts such a direct transfer of plan assets, then the Administrator will treat the Employee as a limited Participant pursuant to Section 4.6(g). 4.8 MANDATORY EMPLOYEE CONTRIBUTIONS (a) Mandatory Employee contributions. An Employer may elect in the Adoption Agreement to provide for mandatory Employee contributions. If the Employer elects to provide for such contributions, each Participant, will make a mandatory Employee contribution in the amount elected in the Adoption Agreement. Alternatively, the Employer may elect to provide a range of mandatory Employee contribution percentages from which the Participant may choose to contribute. Under this option, the Employee, if required as a condition of employment, must make an irrevocable election to contribute a percentage of his or her Compensation no later than his or her effective date of participation. If not required as a condition of employment, such mandatory Employee contribution election shall be made prior to participation in the Plan. During the period of the Participant's participation in the Plan, the Participant may not revoke the election and receive cash in lieu of the contribution, nor may the Participant change the amount of the mandatory Employee contribution. Amounts attributable to mandatory Employee contributions shall be fully Vested. (b) Employer pick-up contribution. Unless otherwise elected in the Adoption Agreement, the Employer will "pick-up" the mandatory Employee contributions and will pay the mandatory Employee contributions to the Plan as an Employer contribution. This provision is effective only after the Employer provides for the treatment of the mandatory Employee contributions as described in this paragraph, through a person authorized to take such action, and evidenced in writing by minutes of a meeting, resolution, ordinance, or other formal action by the Employer, which will effectuate the "pick-up" provision. Furthermore, as of the date of the "pick-up," Participants are not permitted to opt-out of the "pick-up" or to receive the mandatory Employee contributions directly instead of having them paid to the Plan. Mandatory Employee contributions that are "picked-up" by the Employer are excludible from the Employee's gross income. 4.9 AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (a) After-tax voluntary Employee contributions. If elected in the Adoption Agreement, each Participant may, in accordance with procedures established by the Administrator, elect to make after-tax voluntary Employee contributions to this Plan. Such contributions must generally be paid to the Trustee (or Insurer) within a reasonable period of time after being received by the Employer. An after-tax voluntary Employee contribution is any contribution made to the Plan by or on behalf of a Participant that is included in the Participant's gross income in the year in which made and that is separately accounted for under the Plan. 262 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 23 (b) Full vesting. The balance in each Participant's Voluntary Contribution Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. (c) Distribution at any time. A Participant may elect at any time to withdraw after-tax voluntary Employee contributions from such Participant's Voluntary Contribution Account and the actual earnings thereon in a manner which is consistent with and satisfies the provisions of Section 6.5. If the Administrator maintains sub-accounts with respect to after-tax voluntary Employee contributions (and earnings thereon) which were made on or before a specified date, a Participant shall be permitted to designate which sub-account shall be the source for the withdrawal. Forfeitures of Employer contributions shall not occur solely as a result of an Employee's withdrawal of after-tax voluntary Employee contributions. (d) Used to provide benefits. At Normal Retirement Date, or such other date when the Participant or the Participant's Beneficiary is entitled to receive benefits, the Participant's Voluntary Contribution Account shall be used to provide additional benefits to the Participant or the Participant's Beneficiary. 4.10 PARTICIPANT DIRECTED INVESTMENTS (a) Directed investment options allowed. If permitted by the Administrator and the terms of the Trust, Participants may direct the Trustee (or Insurer) as to the investment of all or a portion of their individual Account balances in accordance with the Plan's procedures. Participants may direct the Trustee (or Insurer), in writing (or in such other form which is acceptable to the Trustee (or Insurer)), to invest their accounts in specific assets, specific funds or other investments permitted under the Plan and the Participant Direction Procedures. That portion of the Account of any Participant that is subject to investment direction of such Participant will be considered a Participant Directed Account. (b) Establishment of Participant Direction Procedures. The Administrator will establish Participant Direction Procedures, to be applied in a uniform manner, setting forth the permissible investment options under this Section, how often changes between investments may be made, and any other limitations and provisions that the Administrator may impose on a Participant's right to direct investments. (c) Administrative discretion. The Administrator may, in its discretion, include or exclude by amendment or other action from the Participant Direction Procedures such instructions, guidelines or policies as it deems necessary or appropriate to ensure proper administration of the Plan, and may interpret the same accordingly. (d) Allocation of gains or losses. As of each Valuation Date, all Participant Directed Accounts shall be charged or credited with the net earnings, gains, losses and expenses as well as any appreciation or depreciation in the market value using publicly listed fair market values when available or appropriate as follows: (1) to the extent the assets in a Participant Directed Account are accounted for as pooled assets or investments, the allocation of earnings, gains and losses of each Participant's Account shall be based upon the total amount of funds so invested in a manner proportionate to the Participant's share of such pooled investment; and (2) to the extent the assets in a Participant Directed Account are accounted for as segregated assets, the allocation of earnings, gains on and losses from such assets shall be made on a separate and distinct basis. (e) Plan will follow investment directions. Investment directions will be processed as soon as administratively practicable after proper investment directions are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or Trustee (or Insurer) that investment directions will be processed on a daily basis, and no guarantee is made in any respect regarding the processing time of an investment direction. Notwithstanding any other provision of the Plan, the Employer, Administrator or Discretionary Trustee (or Insurer) reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer, Administrator or Discretionary Trustee (or Insurer). Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider) or force majeure. The processing date of a transaction will be binding for all purposes of the Plan and considered the applicable Valuation Date for an investment transaction. (f) Other documents required by directed investments. Any information regarding investments available under the Plan, to the extent not required to be described in the Participant Direction Procedures, may be provided to Participants in one or more documents (or in any other form, including, but not limited to, electronic media) which are separate from the Participant Direction Procedures and are not thereby incorporated by reference into this Plan. 263 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 24 4.11 QUALIFIED MILITARY SERVICE (a) USERRA. Notwithstanding any provisions of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code §414(u). Furthermore, loan repayments may be suspended under this Plan as permitted under Code §414(u)(4). (b) Benefit accrual. If the Employer elects in the Adoption Agreement to apply this Subsection, then effective as of the date specified in the Adoption Agreement, for benefit accrual purposes, the Plan treats an individual who becomes Totally and Permanently disabled while performing "qualified military service" (as defined in Code §414(u)) with respect to the Employer as if the individual had resumed employment in accordance with the individual's reemployment rights under Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (USERRA), on the day preceding Total and Permanent Disability and terminated employment on the actual date of death or Total and Permanent Disability. The Plan will determine the amount of after-tax voluntary Employee contributions of an individual treated as reemployed under this Section for purposes of applying paragraph Code §414(u)(8)(C) on the basis of the individual's average actual after-tax voluntary Employee contributions for the lesser of: (1) the 12-month period of service with the Employer immediately prior to "qualified military service" (as defined in Code §414(u)); or (2) the actual length of continuous service with the Employer. (c) Death benefits. If a Participant dies while performing "qualified military service" (as defined in Code §414(u)), the Participant's Beneficiary is entitled to any additional benefits (other than benefit accruals relating to the period of "qualified military service" but including vesting credit for such period and any other ancillary life insurance or other survivor benefits) provided under the Plan as if the Participant had resumed employment and then terminated employment on account of death. Moreover, the Plan will credit the Participant's "qualified military service" as service for vesting purposes, as though the Participant had resumed employment under Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (USERRA) immediately prior to the Participant's death. (d) Military Differential Pay. The following applies with respect to Military Differential Pay: (1) an individual receiving Military Differential Pay is treated as an Employee of the Employer making the payment; (2) the Military Differential Pay is treated as 415 Compensation (and Compensation unless otherwise elected in the Adoption Agreement); and (3) the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) (or corresponding Plan provisions) by reason of any contribution or benefit which is based on the Military Differential Pay. The Administrator operationally may determine, for purposes of the provisions described in Code §414(u)(1)(C), whether to take into account any matching contributions, attributable to Military Differential Pay. (e) Deemed Severance. Notwithstanding Subsection (b)(1) above, if elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), a Participant who performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than thirty (30) days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of amounts not attributable to Employer contributions to a money purchase pension plan. However, the Plan will not distribute such a Participant's Account on account of this deemed severance unless the Participant specifically elects to receive a benefit distribution hereunder. If a Participant elects to receive a distribution on account of this deemed severance, then the individual may not make an after-tax voluntary Employee contribution during the six (6) month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account of another Plan provision, then the other Plan provision will control and the six (6) month suspension will not apply. 4.12 INSTRUCTIONS TO ADMINISTRATOR AND NOTIFICATION TO PARTICIPANTS For Plan Years beginning after the end of the Plan Year in which this document is first adopted, if a "Flexible Discretionary Match" contribution formula applies (i.e., a formula that provides an Employer with discretion regarding how to allocate a matching contribution to Participants) and the Employer makes a "Flexible Discretionary Match" to the Plan, the Employer must provide the Plan Administrator or Trustee written instructions describing (1) how the "Flexible Discretionary Match" formula will be allocated to Participants (e.g., a uniform percentage of Elective Deferrals or a flat dollar amount), (2) the computation period(s) to which the "Flexible Discretionary Match" formula applies, and (3) if applicable, a description of each business location or business classification subject to separate "Flexible Discretionary Match" allocation formulas. Such instructions must be provided no later than the date on which the "Flexible Discretionary Match" is made to the Plan. A summary of these instructions must be communicated to Participants who receive an allocation of the "Flexible Discretionary Match" no later than 60 days following the date on which the last "Flexible Discretionary Match" contribution is made to the Plan for the Plan Year. Solely for purposes of this Section, a matching contribution is to be considered as being a "Flexible Discretionary Match" contribution unless the Employer has provided a definitely determinable allocation formula for the matching contribution on the Adoption Agreement. In order to be definitely determinable, then the components of the allocation formula described in the preceding sentence must be specified on the Adoption Agreement and cannot themselves be discretionary. Thus, regardless of whether the contribution formula for the matching contribution is fixed or discretionary, the provisions of the preceding paragraph apply unless the amount to be allocated to the Participant for the Plan Year can be determined without any discretion on the part of the Employer. 264 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 25 ARTICLE V VALUATIONS 5.1 VALUATION OF THE TRUST FUND The Administrator shall direct the Trustee (or Insurer), as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on the Valuation Date. In determining such net worth, the Trustee (or Insurer) shall value the assets comprising the Trust Fund at their fair market value as of the Valuation Date and may deduct all expenses for which the Trustee (or Insurer) has not yet been paid by the Employer or the Trust Fund. The Trustee (or Insurer), when determining the net worth of the assets, may update the value of any shares held in a Participant Directed Account by reference to the number of shares held on behalf of the Participant, priced at the market value as of the Valuation Date. 5.2 METHOD OF VALUATION Except as otherwise provided in the Trust agreement, in determining the fair market value of securities held in the Trust Fund which are listed on a registered stock exchange, the Administrator shall direct the Trustee (or Insurer) to value the same at the prices they were last traded on such exchange preceding the close of business on the Valuation Date. If such securities were not traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the Valuation Date, then the securities shall be valued at the prices at which they were last traded prior to the Valuation Date. Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the close of business on the Valuation Date, which bid price shall be obtained from a registered broker or an investment banker. In determining the fair market value of assets other than securities for which trading or bid prices can be obtained, the Trustee, the Administrator (if the Trustee is a directed Trustee), or Insurer may appraise such assets itself (assuming it has the appropriate expertise), or in its discretion, employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers. ARTICLE VI DETERMINATION AND DISTRIBUTION OF BENEFITS 6.1 DETERMINATION OF BENEFITS UPON RETIREMENT Every Participant may terminate employment with the Employer and retire for purposes hereof on the Participant's Normal Retirement Date or Early Retirement Date. However, a Participant may postpone the severance of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.3, shall continue until such Participant's Retirement Date. Upon a Participant's Retirement Date, or if elected in the Adoption Agreement, the attainment of Normal Retirement Date without severance of employment with the Employer (subject to Section 6.11), or as soon thereafter as is practicable, the Administrator shall direct the distribution, at the election of the Participant (unless a distribution is mandatory under the other terms of the Plan), of the Participant's entire Vested interest in the Plan in accordance with Section 6.5. 6.2 DETERMINATION OF BENEFITS UPON DEATH (a) 100% vesting on death. Upon the death of a Participant before the Participant's Retirement Date or other severance of employment, all amounts credited to such Participant's Combined Account shall, if elected in the Adoption Agreement, become fully Vested. The Administrator shall direct, in accordance with the provisions of Sections 6.6 and 6.7, the distribution of the deceased Participant's Vested accounts to the Participant's Beneficiary. (b) Distribution upon death. Upon the death of a Participant, the Administrator shall direct, in accordance with the provisions of Sections 6.6 and 6.7, the distribution of any remaining Vested amounts credited to the accounts of such deceased Participant to such Participant's Beneficiary. (c) Determination of death benefit by Administrator. The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant as the Administrator may deem desirable. The Administrator's determination of death and of the right of any person to receive payment shall be conclusive. (d) Beneficiary designation. Each Participant must designate a Beneficiary on a form and in such manner as provided by the Administrator. (e) Spousal consent to alternative Beneficiary. This Subsection applies if the Employer has elected in the Adoption Agreement either to apply the Joint and Survivor Annuity rules or to provide that a Participant's Spouse is the Beneficiary unless the Spouse consents to an alternative Beneficiary. Unless otherwise elected in the manner prescribed in Section 6.6, the Beneficiary of the Pre-Retirement Survivor Annuity (or if applicable, the entire death benefit) shall be the Participant's surviving Spouse. Except, however, the Participant may designate a Beneficiary other than the Spouse if: (1) the Participant and the Participant's Spouse have validly waived the Pre-Retirement Survivor Annuity in the manner prescribed in Section 6.6, and the Spouse has waived the right to be the Participant's Beneficiary, 265 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 26 (2) the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect (and there is no "qualified domestic relations order" as defined in Code §414(p) which provides otherwise), (3) the Participant has no Spouse, or (4) the Spouse cannot be located. In such event, the designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such other form as permitted by the IRS) notice of such revocation or change with the Administrator. However, the Participant's Spouse must again consent in writing (or in such other form as permitted by the IRS) to any change in Beneficiary unless the original consent acknowledged that the Spouse had the right to limit consent only to a specific Beneficiary and that the Spouse voluntarily elected to relinquish such right. (f) Beneficiary if no Beneficiary elected by Participant. In the event no valid designation of Beneficiary exists, or if the Beneficiary with respect to a portion of a Participant's death benefit is not alive at the time of the Participant's death and no contingent Beneficiary has been designated, then such portion of the death benefit will be paid in the following order of priority, unless the Employer specifies a different order of priority in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), to: (1) The Participant's surviving Spouse; (2) The Participant's issue, per stirpes; (3) The Participant's surviving parents, in equal shares; or (4) The Participant's estate. If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefit will be paid to the Beneficiary's "designated Beneficiary" (or if there is no "designated Beneficiary," to the Beneficiary's estate). For purposes of these provisions, and with respect to any Beneficiary designations, adopted children shall be treated as children. (g) Divorce revokes spousal Beneficiary designation. Notwithstanding anything in this Section to the contrary, unless otherwise elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections) or prohibited by applicable State law, if a Participant has designated the Spouse as a Beneficiary, then a divorce decree that relates to such Spouse shall revoke the Participant's designation of the Spouse as a Beneficiary unless the decree or a "qualified domestic relations order" (within the meaning of Code §414(p)) provides otherwise or a subsequent Beneficiary designation is made. (h) Insured death benefit. If the Plan provides an insured death benefit and a Participant dies before any insurance coverage to which the Participant is entitled under the Plan is effected, the death benefit from such insurance coverage shall be limited to the premium which was or otherwise would have been used for such purpose. (i) Plan terms control. In the event of any conflict between the terms of this Plan and the terms of any Contract issued hereunder, the Plan provisions shall control. 6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY In the event of a Participant's Total and Permanent Disability prior to the Participant's Retirement Date or other severance of employment, all amounts credited to such Participant's Combined Account shall, if elected in the Adoption Agreement, become fully Vested. In the event of a Participant's Total and Permanent Disability, the Participant's entire Vested interest in the Plan will be distributable and may be distributed in accordance with the provisions of Sections 6.5 and 6.7. 6.4 DETERMINATION OF BENEFITS UPON TERMINATION (a) Payment on severance of employment. If a Participant's employment with the Employer and any Affiliated Employer is severed for any reason other than death, Total and Permanent Disability, or attainment of the Participant's Retirement Date, then such Participant shall be entitled to such benefits as are provided herein. Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer (upon the Participant's death, Total and Permanent Disability, Early or Normal Retirement). However, at the election of the Participant, the Administrator shall direct that the entire Vested portion of the Terminated Participant's Combined Account be payable to such Terminated Participant provided the 266 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 27 conditions, if any, set forth in the Adoption Agreement have been satisfied. Any distribution under this paragraph shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5. Regardless of whether distributions in kind are permitted, in the event the amount of the Vested portion of the Terminated Participant's Combined Account equals or exceeds the fair market value of any insurance Contracts, the Administrator may direct the Trustee (or Insurer), when agreed to by the Terminated Participant, to assign, transfer, and set over to such Terminated Participant all Contracts on such Terminated Participant's life in such form or with such endorsements, so that the settlement options and forms of payment are consistent with the provisions of Section 6.5. In the event that the Terminated Participant's Vested portion does not at least equal the fair market value of the Contracts, if any, the Terminated Participant may pay over to the Trustee (or Insurer) the sum needed to make the distribution equal to the value of the Contracts being assigned or transferred, or the Trustee (or Insurer), pursuant to the Participant's election, may borrow the cash value of the Contracts from the Insurer so that the value of the Contracts is equal to the Vested portion of the Terminated Participant's Combined Account and then assign the Contracts to the Terminated Participant. Notwithstanding the above, unless otherwise elected in the Adoption Agreement, if the value of a Terminated Participant's Vested benefit derived from Employer and Employee contributions does not exceed $5,000 (or such lower amount as elected in the Adoption Agreement), the Administrator shall direct that the entire Vested benefit be paid to such Participant in a single lump-sum as soon as practical without regard to the consent of the Participant, provided the conditions, if any, set forth in the Adoption Agreement have been satisfied. A Participant's Vested benefit shall not include (1) qualified voluntary employee contributions within the meaning of Code §72(o)(5)(B) and (2) if selected in the Conditions for Distributions Upon Severance of Employment Section of the Adoption Agreement, the Participant's Rollover Account. If a mandatory distribution is made pursuant to this paragraph and such distribution is greater than $1,000 and the Participant does not elect to have such distribution paid directly to an "eligible retirement plan" specified by the Participant in a "direct rollover" in accordance with Section 6.14 or to receive the distribution directly, then the Administrator shall transfer such amount to an individual retirement account described in Code §408(a) or an individual retirement annuity described in Code §408(b) designated by the Administrator. However, if the Participant elects to receive or make a "direct rollover" of such amount, then the Administrator shall direct the Trustee (or Insurer) to cause the entire Vested benefit to be paid to such Participant in a single lump sum, or make a "direct rollover" pursuant to Section 6.14, provided the conditions, if any, set forth in the Adoption Agreement have been satisfied. The Administrator may establish a procedure as to whether a Participant who fails to make an affirmative election with respect to a mandatory distribution of $1,000 or less is treated as having made or not made a "direct rollover" election. For purposes of determining whether the $1,000 threshold set forth in this paragraph is met, the mandatory distribution includes amounts in a Participant's Rollover Account. For purposes of determining whether the $5,000 threshold in this paragraph is met, a Participant's Rollover Account is taken into account unless otherwise elected in the Adoption Agreement. (b) Vesting schedule. The Vested portion of any Participant's Account shall be a percentage of such Participant's Account determined on the basis of the Participant's number of Years of Service (or Periods of Service if the elapsed time method is elected) according to the vesting schedule specified in the Adoption Agreement. However, a Participant's entire interest in the Plan shall be non-forfeitable upon the Participant's Normal Retirement Age (if the Participant is employed by the Employer on or after such date). In addition, Employee contributions (voluntary and mandatory) and contributions for sick leave/vacation leave conversions shall be fully Vested. 6.5 DISTRIBUTION OF BENEFITS (a) Forms of distributions. Subject to the Joint and Survivor Annuity requirements in Subsection (e) below (if the Employer elects to apply such provisions), the Administrator, pursuant to the election of the Participant, shall direct the distribution to a Participant or Beneficiary any amount to which the Participant or Beneficiary is entitled under the Plan in one or more of the following methods which are permitted pursuant to the Adoption Agreement. (1) One lump-sum payment in cash or in property, provided that if a distribution of property is permitted, it shall be limited to property that is specifically allocated and identifiable with respect to such Participant. (2) Partial withdrawals. (3) Payments over a period certain in monthly, quarterly, semi-annual, or annual cash installments. The period over which such payment is to be made shall not extend beyond the earlier of the Participant's life expectancy (or the joint life expectancy of the Participant and the Participant's designated Beneficiary). Once payments have begun, a Participant may elect to accelerate the payments (reduce the term and increase payments). (4) Purchase of or providing an annuity. However, such annuity may not be in any form that will provide for payments over a period extending beyond either the life of the Participant (or the lives of the Participant and the Participant's designated Beneficiary) or the life expectancy of the Participant (or the life expectancy of the Participant and the Participant's designated Beneficiary). (b) Consent to distributions. Benefits may not be paid without a Participant's consent if the value of the Participant's Accounts exceed the dollar threshold specified in the Adoption Agreement. If the value of the Participant's Accounts does not exceed such 267 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 28 threshold, then the Administrator may only distribute such benefit in a lump-sum. For purposes of this Subsection, the Participant's Accounts shall not include, if selected in the Conditions for Distributions Upon Severance of Employment Section of the Adoption Agreement, the Participant's Rollover Account. (c) Required minimum distributions (Code §401(a)(9)). Notwithstanding any provision in the Plan to the contrary, the distribution of a Participant's benefits, whether under the Plan or through the purchase of an annuity Contract, shall be made in accordance with the requirements of Section 6.8. (d) Annuity Contracts. All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or Spouse shall comply with all of the requirements of this Plan. (e) Qualified Joint and Survivor Annuity. (1) The provisions of this Subsection (e) apply if the Employer elects to apply the Joint and Survivor Annuity rules in the Adoption Agreement. A Participant who is married on the Annuity Starting Date and who does not die before the Annuity Starting Date shall receive the value of all Plan benefits in the form of a Joint and Survivor Annuity. The Joint and Survivor Annuity is an annuity that commences immediately and shall be equal in value to a single life annuity. Such joint and survivor benefits following the Participant's death shall continue to the Spouse during the Spouse's lifetime at a rate equal to either fifty percent (50%), seventy-five percent (75%) (or, sixty-six and two-thirds percent (66 2/3%) if the Insurer used to provide the annuity does not offer a joint and seventy-five percent (75%) survivor annuity), or one hundred percent (100%) of the rate at which such benefits were payable to the Participant. Unless otherwise elected in the Adoption Agreement, a joint and fifty percent (50%) survivor annuity shall be considered the designated qualified Joint and Survivor Annuity and the normal form of payment for the purposes of this Plan. However, the Participant may, without spousal consent, elect an alternative Joint and Survivor Annuity, which alternative shall be equal in value to the designated qualified Joint and Survivor Annuity. An unmarried Participant shall receive the value of such Participant's benefit in the form of a life annuity. Such unmarried Participant, however, may elect to waive the life annuity. The election must comply with the provisions of this Section as if it were an election to waive the Joint and Survivor Annuity by a married Participant, but without fulfilling the spousal consent requirement. The Participant may elect to have any annuity provided for in this Section distributed upon the attainment of the "earliest retirement age" under the Plan. The "earliest retirement age" is the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits. (2) Any election to waive the Joint and Survivor Annuity must be made by the Participant in writing (or in such other form as permitted by the IRS) during the election period and be consented to in writing (or in such other form as permitted by the IRS) by the Participant's Spouse. If the Spouse is legally incompetent to give consent, the Spouse's legal guardian, even if such guardian is the Participant, may give consent. Such election shall designate a Beneficiary (or a form of benefits) that may not be changed without spousal consent (unless the consent of the Spouse expressly permits designations by the Participant without the requirement of further consent by the Spouse). Such Spouse's consent shall be irrevocable and must acknowledge the effect of such election and be witnessed by a Plan representative or a notary public. Such consent shall not be required if it is established to the satisfaction of the Administrator that the required consent cannot be obtained because there is no Spouse, the Spouse cannot be located, or other circumstances that may be prescribed by Regulations. The election made by the Participant and consented to by such Participant's Spouse may be revoked by the Participant in writing (or in such other form as permitted by the IRS) without the consent of the Spouse at any time during the election period. A revocation of a prior election shall cause the Participant's benefits to be distributed as a Joint and Survivor Annuity. The number of revocations shall not be limited. Any new election must comply with the requirements of this paragraph. A former Spouse's waiver shall not be binding on a new Spouse. (3) The election period to waive the Joint and Survivor Annuity shall be the one-hundred eighty (180) day period ending on the Annuity Starting Date. (4) For purposes of this Section and Section 6.6, Spouse or surviving Spouse means the Spouse or surviving Spouse of the Participant, provided that a former Spouse will be treated as the Spouse or surviving Spouse and a current Spouse will not be treated as the Spouse or surviving Spouse to the extent provided under a "qualified domestic relations order" as described in Code §414(p). (5) With regard to the election, except as otherwise provided herein, the Administrator shall, in accordance with Regulation §1.417(a)(3)-1, provide to the Participant no less than thirty (30) days and no more than one-hundred eighty (180) days before the Annuity Starting Date a written (or such other form as permitted by the IRS) explanation of: (i) the terms and conditions of the qualified Joint and Survivor Annuity and the "qualified optional survivor annuity" that is payable in lieu of the qualified Joint and Survivor Annuity, (ii) the Participant's right to make and the effect of an election to waive the Joint and Survivor Annuity, 268 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 29 (iii) the right of the Participant's Spouse to consent to any election to waive the Joint and Survivor Annuity, and (iv) the right of the Participant to revoke such election, and the effect of such revocation. (6) Any distribution provided for in this Section may commence less than thirty (30) days after the notice required by Code §417(a)(3) is given provided the following requirements are satisfied: (i) the Administrator clearly informs the Participant that the Participant has a right to a period of thirty (30) days after receiving the notice to consider whether to waive the Joint and Survivor Annuity and to elect (with spousal consent) a form of distribution other than a Joint and Survivor Annuity; (ii) the Participant is permitted to revoke any affirmative distribution election at least until the Annuity Starting Date or, if later, at any time prior to the expiration of the seven (7) day period that begins the day after the explanation of the Joint and Survivor Annuity is provided to the Participant; (iii) the Annuity Starting Date is after the time that the explanation of the Joint and Survivor Annuity is provided to the Participant. However, the Annuity Starting Date may be before the date that any affirmative distribution election is made by the Participant and before the date that the distribution is permitted to commence under (iv) below; and (iv) distribution in accordance with the affirmative distribution election does not commence before the expiration of the seven (7) day period that begins the day after the explanation of the Joint and Survivor Annuity is provided to the Participant. (f) Qualified Joint and Survivor Annuity but not the normal form. The provisions of this Section apply if the Employer has elected in the Adoption Agreement to apply the Joint and Survivor Annuity requirement to a Participant, but the Qualified Joint and Survivor Annuity is not the normal form of distribution. (1) The Joint and Survivor Annuity provisions of Section 6.5(e) shall not apply if a Participant does not elect an annuity form of distribution. Furthermore, Subsection (3) below shall not apply if a Participant elects an annuity form of distribution. (2) Notwithstanding anything in Sections 6.2 and 6.6 to the contrary, upon the death of a Participant, the automatic form of distribution will be a lump-sum rather than a Qualified Pre-Retirement Survivor Annuity. Furthermore, the Participant's Spouse will be the Beneficiary of the Participant's entire Vested interest in the Plan unless an election is made to waive the Spouse as Beneficiary. The other provisions in Section 6.2 shall be applied by treating the death benefit in this Subsection as though it is a Qualified Pre-Retirement Survivor Annuity. (3) Except to the extent otherwise provided in this Section, the provisions of Sections 6.2 and 6.5 regarding spousal consent shall be inoperative with respect to this Plan. (4) The distribution may commence less than thirty (30) days after the notice required under Regulation §1.411(a)-11(c) is given, provided: (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution. 6.6 DISTRIBUTION OF BENEFITS UPON DEATH (a) Consent. If the value of the death benefit derived from Employer and Employee contributions does not exceed $5,000, the Administrator shall direct the distribution of such amount to the Participant's Beneficiary in a single lump-sum as soon as practicable. If the value exceeds $5,000, an immediate distribution of the entire amount may be made to the Beneficiary, provided such Beneficiary consents to the distribution. (b) Forms of distribution. Death benefits may be paid to a Participant's Beneficiary in one of the following optional forms of benefits subject to the rules specified in Section 6.8 and the elections made in the Adoption Agreement. Such optional forms of distributions may be elected by the Participant. However, if no optional form of distribution was elected by the Participant prior to death, then the Participant's Beneficiary may elect the form of distribution. (1) One lump-sum payment in cash or in property that is allocated to the Accounts of the Participant at the time of the distribution. 269 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 30 (2) Partial withdrawals. (3) Payment in monthly, quarterly, semi-annual, or annual cash installments over a period to be determined by the Participant or the Participant's Beneficiary. In order to provide such installment payments, the Administrator may (A) segregate the aggregate amount thereof in a separate, federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate or other liquid short-term security or (B) purchase a nontransferable annuity Contract for a term certain (with no life contingencies) providing for such payment. After periodic installments commence, the Beneficiary shall have the right to reduce the period over which such periodic installments shall be made, and the cash amount of such periodic installments shall be adjusted accordingly. (4) In the form of an annuity over the life expectancy of the Beneficiary. (c) Required minimum distributions (Code §401(a)(9)). Notwithstanding any provision in the Plan to the contrary, distributions upon the death of a Participant shall comply with the requirements of Section 6.8. (d) Payment to a child. For purposes of this Section, any amount paid to a child of the Participant will be treated as if it had been paid to the surviving Spouse if the amount becomes payable to the surviving Spouse when the child reaches the age of majority. (e) Voluntary Contribution Account. In the event that less than one hundred percent (100%) of a Participant's interest in the Plan is distributed to such Participant's Spouse, the portion of the distribution attributable to the Participant's Voluntary Contribution Account shall be in the same proportion that the Participant's Voluntary Contribution Account bears to the Participant's total interest in the Plan. (f) TEFRA 242(b)(2) election. The provisions of this Section shall not apply to distributions made in accordance with Section 6.8(a)(4). 6.7 TIME OF DISTRIBUTION Except as limited by Section 6.8, whenever a distribution is to be made, or a series of payments are to commence, the distribution or series of payments may be made or begun as soon as practicable. Notwithstanding anything in the Plan to the contrary, unless a Participant otherwise elects, payments of benefits under the Plan will be begin not later than the later of the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (a) the date on which the Participant attains the earlier of age 65 or the Normal Retirement Age specified herein; (b) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan; or (c) the date the Participant terminates service with the Employer. The failure of a Participant to request a distribution shall be deemed to be an election to defer the commencement of payment of any benefit until the time otherwise permitted under the Plan. 6.8 REQUIRED MINIMUM DISTRIBUTIONS (a) General rules (1) Effective Date. Subject to the good faith interpretation standard, the requirements of this Section shall apply to any distribution of a Participant's interest in the Plan and will take precedence over any inconsistent provisions of this Plan. (2) Requirements of Treasury Regulations incorporated. All distributions required under this Section will be determined and made in accordance with the Regulations under Code §401(a)(9) and the minimum distribution incidental benefit requirement of Code §401(a)(9)(G). (3) Limits on distribution periods. As of the first "distribution calendar year," distributions to a Participant may only be made in accordance with the selections made in the Form of Distributions Section of the Adoption Agreement. If such distributions are not made in a single-sum, then they may only be made over one of the following periods: (i) the life of the Participant, (ii) the joint lives of the Participant and a "designated Beneficiary," (iii) a period certain not extending beyond the "life expectancy" of the Participant, or (iv) a period certain not extending beyond the joint life and last survivor expectancy of the Participant and a "designated Beneficiary." (4) TEFRA Section 242(b)(2) elections. (i) Notwithstanding the other provisions of this Section, other than the Spouse's right of consent afforded under the Plan, distributions may be made on behalf of any Participant, including a five percent (5%) owner, who has made a designation in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and in accordance with all of the following requirements (regardless of when such distribution commences): (A) The distribution by the Plan is one which would not have disqualified such Plan under Code §401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984. 270 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 31 (B) The distribution is in accordance with a method of distribution designated by the Participant whose interest in the Plan is being distributed or, if the Participant is deceased, by a Beneficiary of such Participant. (C) Such designation was in writing, was signed by the Participant or the Beneficiary, and was made before January 1, 1984. (D) The Participant had accrued a benefit under the Plan as of December 31, 1983. (E) The method of distribution designated by the Participant or the Beneficiary specifies the time at which distribution will commence, the period over which distributions will be made, and in the case of any distribution upon the Participant's death, the Beneficiaries of the Participant listed in order of priority. (ii) A distribution upon death will not be covered by the transitional rule of this Subsection unless the information in the designation contains the required information described above with respect to the distributions to be made upon the death of the Participant. (iii) For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution satisfies the requirements in (i)(A) and (i)(E) of this Subsection. (iv) If a designation is revoked, any subsequent distribution must satisfy the requirements of Code §401(a)(9) and the Regulations thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Code §401(a)(9) and the Regulations thereunder, but for the Section 242(b)(2) election. For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life). (v) In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in Regulation §1.401(a)(9)-8, Q&A-14 and Q&A-15, shall apply. (5) Good faith interpretation standard. In applying any provision of this section, the Plan will apply a reasonable good faith interpretation of Code §401(a)(9). (b) Time and manner of distribution (1) Required beginning date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's "required beginning date." (2) Death of Participant before distributions begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows as elected in the Distributions Upon Death Section of the Adoption Agreement (or if no election is made, then the Beneficiary may elect either the lifetime method or the five-year method and if the Beneficiary makes no election, the five-year method shall apply): (i) Lifetime method (Spouse). If the Participant's surviving Spouse is the Participant's sole "designated Beneficiary," then, except as otherwise provided herein, distributions to the surviving Spouse will 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. (ii) Lifetime method (non-Spouse). If the Participant's surviving Spouse is not the Participant's sole "designated Beneficiary," then, except as provided in Section 6.8(b)(3) below, distributions to the "designated Beneficiary" will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (iii) Five-year method. If there is no "designated Beneficiary" as of September 30 of the year following the year of the Participant's death or if otherwise elected pursuant to the Adoption Agreement with respect to a "designated Beneficiary," the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (iv) Death of Spouse. If the Participant's surviving Spouse is the Participant's sole "designated Beneficiary" and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 6.8(b)(2), other than Section 6.8(b)(2)(i), will apply as if the surviving Spouse were the Participant. 271 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 32 For purposes of this Section 6.8(b)(2) and Section 6.8(b)(3), unless Section 6.8(b)(2)(iv) applies, distributions are considered to begin on the Participant's "required beginning date." If Section 6.8(b)(2)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section 6.8(b)(2)(i). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's "required beginning date" (or to the Participant's surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 6.8(b)(2)(i)), the date distributions are considered to begin is the date distributions actually commence. (3) Forms of distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the "required beginning date," as of the first "distribution calendar year" distributions will be made in accordance with Sections 6.8(c) and 6.8(d) and only in a form of distribution provided in Section 6.5 or 6.6, as applicable. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code §401(a)(9) and the Regulations thereunder. (c) Required minimum distributions during Participant's lifetime (1) Amount of required minimum distribution for each "distribution calendar year." During the Participant's lifetime, the minimum amount that will be distributed for each "distribution calendar year" is the lesser of the following: (i) the quotient obtained by dividing the "Participant's account balance" by the distribution period in the Uniform Lifetime Table set forth in Regulation §1.401(a)(9)-9, using the Participant's age as of the Participant's birthday in the "distribution calendar year"; or (ii) 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 Regulation §1.401(a)(9)-9, using the Participant's and Spouse's attained ages as of the Participant's and Spouse's birthdays in the "distribution calendar year." (2) Lifetime required minimum distributions continue through year of Participant's death. Required minimum distributions will be determined under this Section 6.8(c) beginning with the first "distribution calendar year" and up to and including the "distribution calendar year" that includes the Participant's date of death. (d) Required minimum distributions after Participant's death (1) Death on or after date distributions begin. (i) Participant survived by "designated Beneficiary." If the Participant dies on or after the date distributions begin and there is a "designated Beneficiary," the minimum amount that will be distributed for each "distribution calendar year" after the year of the Participant's death is the quotient obtained by dividing the "Participant's account balance" by the longer of the remaining "life expectancy" of the Participant or the remaining "life expectancy" of the Participant's "designated Beneficiary," determined as follows: (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. (ii) No "designated Beneficiary." If the Participant dies on or after the date distributions begin and there is no "designated Beneficiary" as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each "distribution calendar year" after the year of the Participant's death is the quotient obtained by dividing the "Participant's account balance" by the Participant's remaining "life expectancy" calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 272 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 33 (2) Death before date distributions begin. (i) Participant survived by "designated Beneficiary." Except as provided in Section 6.8(b)(3), if the Participant dies before the date distributions begin and there is a "designated Beneficiary," the minimum amount that will be distributed for each "distribution calendar year" after the year of the Participant's death is the quotient obtained by dividing the "Participant's account balance" by the remaining "life expectancy" of the Participant's "designated Beneficiary," determined as provided in Section 6.8(d)(1). (ii) No "designated Beneficiary." If the Participant dies before the date distributions begin and there is no "designated Beneficiary" as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (iii) Death of surviving Spouse before distributions to surviving Spouse are required to begin. If the Participant dies before the date distributions begin, the Participant's surviving Spouse is the Participant's sole "designated Beneficiary," and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 6.8(b)(2)(i), this Section 6.8(d)(2) will apply as if the surviving Spouse were the Participant. (e) Definitions. For purposes of this Section, the following definitions apply: (1) "Designated Beneficiary" means the individual who is designated as the Beneficiary under the Plan and is the "designated Beneficiary" under Code §401(a)(9) and Regulation §1.401(a)(9)-4. (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 which contains the Participant's "required beginning date." For distributions beginning after the Participant's death, the first "distribution calendar year" is the calendar year in which distributions are required to begin under Section 6.8(b). The required minimum distribution for the Participant's first "distribution calendar year" will be made on or before the Participant's "required beginning date." The required minimum distribution for other "distribution calendar years," including the required minimum distribution for the "distribution calendar year" in which the Participant's "required beginning date" occurs, will be made on or before December 31 of that "distribution calendar year." (3) "Life expectancy" means the life expectancy as computed by use of the Single Life Table in Regulation §1.401(a)(9)-9. (4) "Participant's account balance" means the Participant's 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 the dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. For this purpose, the Administrator may exclude contributions that are allocated to the account balance as of dates in the valuation calendar year after the Valuation Date, but that are not actually made during the valuation calendar year. 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. (a) Reduction for QLACs. A Participant’s account balance is reduced by any QLACs (as defined below). This paragraph applies only to QLACs purchased on or after July 2, 2014. (b) Definition of QLAC. A QLAC is qualifying longevity annuity contract as defined in A-17 of Regulation §1.401(a)(9)-6. Pursuant to such Regulation, a QLAC is an annuity contract that is purchased from an insurance company for a Participant and that, in accordance with the rules of application of paragraph (c) below, satisfies each of the following requirements: (1) The premiums paid with respect to the contract on a date do not exceed the lesser of the following amounts, determined in accordance with the provisions of paragraph (b) of A-17 of Regulation §1.401(a)(9)-6. (a) An amount equal to the excess of $125,000 (as adjusted under paragraph (d)(2) of A–17 of Regulation §1.401(a)(9)-6), over the sum of the premiums paid before that date with respect to the contract, and the premiums paid on or before that date with respect to any other contract that is intended to be a QLAC and that is purchased for the Participant under the Plan, or any other plan, annuity, or account described in Code §401(a), 403(a), 403(b), or 408 or eligible governmental plan under §457(b). (b) An amount equal to the excess of 25% of the Participant’s account balance under the Plan (including the value of any QLAC held under the Plan for the Participant) as of that date, over the sum of the premiums paid before that date with respect to the contract, and the premiums paid on 273 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 34 or before that date with respect to any other contract that is intended to be a QLAC and that is held or was purchased for the Participant under the Plan. (2) The contract provides that distributions under the contract must commence not later than a specified annuity starting date that is no later than the first day of the month next following the eighty-fifth (85th) anniversary of the Employee’s birth; (3) The contract provides that, after distributions under the contract commence, those distributions must satisfy the requirements of paragraph (c) of A-17 of Regulation §1.401(a)(9)-6 (other than the requirement that annuity payments commence on or before the required beginning date (RBD)); (4) The contract does not make available any commutation benefit, cash surrender right, or other similar feature except as otherwise permitted under A-17 of Regulation §1.401(a)(9)-6; (5) No benefits are provided under the contract after the death of the employee other than the benefits described in paragraph (c) of A-17 of Regulation §1.401(a)(9)-6; (6) Except as otherwise permitted under A-17 of Regulation §1.401(a)(9)-6, when the contract is issued, the contract (or a rider or endorsement with respect to that contract) states that the contract is intended to be a QLAC; and (7) The contract is not a variable contract under Code §817, an indexed contract, or a similar contract, except to the extent provided by the Commissioner in revenue rulings, notices, or other guidance published in the Internal Revenue Bulletin. (c) Rules of application relating to premiums. (1) Reliance on representations. For purposes of the limitation on premiums described in paragraphs (b)(1) and (2) above, unless the Administrator has actual knowledge to the contrary, the Administrator may rely on an Employee’s representation (made in writing or such other form as may be prescribed by the Commissioner) of the amount of the premiums described in such paragraphs, but only with respect to premiums that are not paid under a plan, annuity, or contract that is maintained by the Employer or an entity that is treated as a single employer with the Employer under Code §414(b), (c), (m), or (o). (2) Consequences of excess premiums. If an annuity contract fails to be a QLAC solely because a premium for the contract exceeds the limits under paragraph (b)(1)(a) above, then the contract is not a QLAC beginning on the date that premium payment is made unless the excess premium is returned to the non-QLAC portion of the Participant’s account in accordance with paragraph (d)(1)(ii)(B) of A-17 of Regulation §1.401(a)(9)-6. If the contract fails to be a QLAC, then the value of the contract may not be disregarded under paragraph (a) above as of the date on which the contract ceases to be a QLAC. If the excess premium is returned (either in cash or in the form of a contract that is not intended to be a QLAC) to the non-QLAC portion of the Participant’s account by the end of the calendar year following the calendar year in which the excess premium was originally paid, then the contract will not be treated as exceeding the limits under paragraph (b)(1)(a) above at any time, and the value of the contract will not be included in the employee’s account balance under paragraph (a) above. If the excess premium (including the fair market value of an annuity contract that is not intended to be a QLAC, if applicable) is returned to the non-QLAC portion of the Participant’s account after the last valuation date for the calendar year in which the excess premium was originally paid, then the Participant’s account balance for that calendar year must be increased to reflect that excess premium in the same manner as a Participant’s account balance is increased under Regulation §1.401(a)(9)–7, A–2 to reflect a rollover received after the last valuation date. (3) Application of 25-percent limit. For purposes of the 25% limit under paragraph (b)(1)(b) above, a Participant’s account balance on the date on which premiums for a contract are paid is the account balance as of the last valuation date preceding the date of the premium payment, adjusted as follows. The account balance is increased for contributions allocated to the account during the period that begins after the valuation date and ends before the date the premium is paid and decreased for distributions made from the account during that period. (d) Dollar and age limitations subject to adjustments. In the case of calendar years beginning on or after January 1, 2015, the $125,000 amount under paragraph (b)(1)(a) will be adjusted at the same time and in the same manner as the limits are adjusted under Code §415(d), except that the base period shall be the calendar quarter beginning July 1, 2013, and any increase under this paragraph that is not a multiple of $10,000 will be rounded to the next lowest multiple of $10,000. The maximum age set forth in paragraph (b)(2) may be adjusted to reflect changes in mortality, with any such adjusted age to be prescribed by the Commissioner in revenue rulings, notices, or other guidance published in the Internal Revenue Bulletin and made available by the Superintendent of Documents. 274 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 35 If a contract fails to be a QLAC because it does not satisfy the dollar limitation in paragraph (b)(1)(a) or the age limitation in paragraph (b)(2), any subsequent adjustment that is made pursuant to this paragraph (d) will not cause the contract to become a QLAC. (5) "Required beginning date" means, except as otherwise elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), with respect to any Participant, April 1 of the calendar year following the later of the calendar year in which the Participant attains age 70 1/2 or the calendar year in which the Participant retires. 6.9 DISTRIBUTION FOR MINOR OR INCOMPETENT INDIVIDUAL If, in the opinion of the Administrator, a Participant or Beneficiary entitled to a distribution is not able to care for his her affairs because of a mental condition, a physical condition, or by reason of age in the case of a minor, Administrator shall direct the distribution to the Participant's or Beneficiary's valid power of attorney, court appointed guardian, or any other person authorized under state law to receive the benefit (including a custodian under a Uniform Transfers or Gifts to Minors Act), upon furnishing evidence of such status satisfactory to the Administrator. The Administrator and the Trustee (or Insurer) do not have any liability with respect to payments so made and neither the Administrator nor the Trustee (or Insurer) has any duty to make inquiry as to the competence of any person entitled to receive payments under the Plan. 6.10 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the Participant's attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator to ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture or be paid directly to an individual retirement account described in Code §408(a) or an individual retirement annuity described in Code §408(b). Before treating any Participant as being missing, the Administrator must conduct a reasonable and diligent search for the Participant, using one or more of search methods the Plan Administrator determines are appropriate under the circumstances, such as the methods suggested by DOL Field Assistance Bulletin 2014-01. Such search methods include: (1) provide a distribution notice to the lost Participant at the Participant's last known address by certified or registered mail; (2) check with the administrator of other employee benefit plans of the Employer that may have more up-to-date information regarding the Participant's whereabouts; (3) identify and contact the Participant's Designated Beneficiary; (4) use one or more free internet search tools; (5) attempt contact via email or telephone, or (6) use proprietary internet search tools, commercial locator services, credit reporting agencies, information brokers, or other search methods. Regarding search methods (2) and (3) above, if the Plan Administrator encounters privacy concerns, the Plan Administrator may request that the Employer or other plan fiduciary (under (2)), or the Designated Beneficiary (under (3)), contact the Participant or forward a letter requesting that the Participant contact the Plan Administrator. In addition, if the Plan provides for mandatory distributions and the amount to be distributed to a Participant or Beneficiary does not exceed $1,000, then the amount distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture, be paid directly to an individual retirement account described in Code §408(a) or an individual retirement annuity described in Code §408(b) or use the PBGC Missing Participant Program, or any successor program, at the time it is determined that the whereabouts of the Participant or the Participant's Beneficiary cannot be ascertained. In the event a Participant or Beneficiary is located subsequent to the Forfeiture and prior to the time the Plan has been terminated, such benefit shall be restored, first from Forfeitures, if any, and then from an additional Employer contribution if necessary. Upon Plan termination, the portion of the distributable amount that is an "eligible rollover distribution" as defined in Section 6.14(b)(1) may be paid directly to an individual retirement account described in Code §408(a) or an individual retirement annuity described in Code §408(b). However, regardless of the preceding, a benefit that is lost by reason of escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor as an impermissible forfeiture under the Code. 6.11 IN-SERVICE DISTRIBUTION If elected in the Adoption Agreement, at such time as the conditions set forth in the Adoption Agreement have been satisfied, then the Administrator, at the election of a Participant who has not severed employment with the Employer, shall direct the distribution of up to the entire Vested amount then credited to the Accounts as elected in the Adoption Agreement maintained on behalf of such Participant. For purposes of this Section, a Participant shall include an Employee who has an Account balance in the Plan. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any distribution made pursuant to this Section shall be made in a manner consistent with Section 6.5. Furthermore, if an in-service distribution is permitted from more than one account type, the Administrator may determine any ordering of a Participant's in-service distribution from such accounts. The Administrator may adopt a policy imposing frequency limitations or other reasonable administrative conditions on in-service distributions made pursuant to this Section. 275 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 36 6.12 DISTRIBUTION FOR HARDSHIP (a) Hardship events. If elected in the Adoption Agreement, the Administrator, at the election of the Participant, shall direct the distribution to any Participant in any one Plan Year to an amount necessary to satisfy the Participant’s immediate and heavy financial need, determined in accordance with the remaining provisions of this Section. A hardship distribution may only be made on account of an immediate and heavy financial need of the Participant and where the distribution is necessary to satisfy the immediate and heavy financial need. Such distributions may also be made from those Accounts from which such distribution are authorized by the remaining provisions of this Section. For purposes of this Section, a Participant shall include an Employee who has an Account balance in the Plan. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the Valuation Date immediately preceding the date of distribution, and the Account from which the distribution is made shall be reduced accordingly. Withdrawal under this Section shall be authorized only if the distribution is for an immediate and heavy financial need. The Administrator will determine whether there is an immediate and heavy financial need based on the facts and circumstances. An immediate and heavy financial need includes, but is not limited to, a distribution for one of the following: (1) Expenses for (or necessary to obtain) medical care (as defined in Code §213(d)); (2) Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant; (3) Payments for burial or funeral expenses for the Participant's deceased parent, Spouse, children or dependents (as defined in Code §152, and without regard to Code §152(d)(1)(B)); (4) Payment of tuition, related educational fees, and room and board expenses, for up to the next twelve (12) months of post-secondary education for the Participant, the Participant's Spouse, children, or dependents (as defined in Code §152, and without regard to Code §§152(b)(1), (b)(2), and (d)(1)(B)); (5) Payments necessary to prevent the eviction of the Participant from the Participant's principal residence or foreclosure on the mortgage on that residence; or (6) Expenses for the repair of damage to the Participant's principal residence that would qualify for the casualty deduction under Code §165 (determined without regard to whether the loss exceeds 10% of adjusted gross income). (b) Beneficiary-based distribution. If elected in the Adoption Agreement, then effective as of the date specified in the Adoption Agreement, a Participant's hardship event includes an immediate and heavy financial need of the Participant's "primary Beneficiary under the Plan," that would constitute a hardship event if it occurred with respect to the Participant's Spouse or dependent as defined under Code §152 (such hardship events being limited to educational expenses, funeral expenses and certain medical expenses). For purposes of this Section, a Participant's "primary Beneficiary under the Plan" is an individual who is named as a Beneficiary under the Plan (by the Participant or pursuant to Section 6.2(d)) and has an unconditional right to all or a portion of the Participant's Account balance under the Plan upon the Participant's death. (c) Other limits and conditions. If elected in the Adoption Agreement, no distribution shall be made pursuant to this Section from the Participant's Account until such Account has become fully Vested. Furthermore, if a hardship distribution is permitted from more than one Account, the Administrator may determine any ordering of a Participant's hardship distribution from such Accounts. (d) Distribution rules apply. Any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5. 6.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION All benefits provided to a Participant in this Plan shall be subject to the rights afforded to any Alternate Payee under a "qualified domestic relations order." Furthermore, unless otherwise elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections) a distribution to an Alternate Payee shall be permitted if such distribution is authorized by a "qualified domestic relations order," even if the affected Participant has not reached the "earliest retirement age." For the purposes of this Section, "qualified domestic relations order" and "earliest retirement age" shall have the meanings set forth under Code §414(p). For purposes of this Section, however, a distribution that is made pursuant to a domestic relations order which meets the requirements of Code §414(p)(1)(A)(i) will be treated as being made pursuant to a "qualified domestic relations order." A domestic relations order that otherwise satisfies the requirements for a "qualified domestic relations order" will not fail to be a "qualified domestic relations order": (i) solely because the order is issued after, or revises, another domestic relations order or "qualified domestic relations order"; or (ii) solely because of the time at which the order is issued, including issuance after the Annuity Starting Date or after the Participant's death. 276 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 37 6.14 DIRECT ROLLOVERS (a) Right to direct rollover. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a "distributee's" election under this Section, a "distributee" may elect, at the time and in the manner prescribed by the Administrator, to have an "eligible rollover distribution" paid directly to an "eligible retirement plan" specified by the "distributee" in a "direct rollover." However, if less than the entire amount of the "eligible rollover distribution" is being paid directly to an "eligible retirement plan," then the Administrator may require that the amount paid directly to such plan be at least $500. (b) Definitions. For purposes of this Section, the following definitions shall apply: (1) Eligible rollover distribution. An "eligible rollover distribution" means any distribution described in Code §402(c)(4) and generally includes any distribution of all or any portion of the balance to the credit of the "distributee," except that an "eligible rollover distribution" does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the "distributee" or the joint lives (or joint life expectancies) of the "distributee" and the "distributee's" "designated Beneficiary," or for a specified period of ten (10) years or more; (b) any distribution to the extent such distribution is required under Code §401(a)(9); (c) any hardship distribution; (d) the portion of any other distribution(s) that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); (e) any loans that are treated as deemed distributions under Code §72(p) which are not also an offset distribution; (f) the costs of life insurance coverage (P.S. 58 costs); (g) any other distributions described in Regulation §1.402(c)-2; and any other distribution reasonably expected to total less than $200 during a year. Notwithstanding the above, a portion of a distribution shall not fail to be an "eligible rollover distribution" merely because the portion consists of after-tax voluntary Employee contributions which are not includible in gross income. However, such portion may be transferred only to: (i) a traditional individual retirement account or annuity described in Code §408(a) or (b) (a "traditional IRA") (ii) for taxable years beginning after December 31, 2006, a Roth individual account or annuity described in Code §408A (a "Roth IRA"), or (iii) a qualified defined contribution plan or an annuity contract described in Code §401(a) or Code §403(b), respectively, that agrees to separately account for amounts so transferred (and earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. (2) Eligible retirement plan. An "eligible retirement plan" is a "traditional IRA," a "Roth IRA," a qualified trust (an employees' trust) described in Code §401(a) which is exempt from tax under Code §501(a), an annuity plan described in Code §403(a), an eligible plan under Code §457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision and which agrees to separately account for amounts transferred into such plan from this Plan, and an annuity contract described in Code §403(b), and for distributions made after December 18, 2015, a SIMPLE IRA to the extent permitted under Code §408(p)(1)(B), that accepts the "distributee's" "eligible rollover distribution." The definition of "eligible retirement plan" shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is an Alternate Payee. If any portion of an "eligible rollover distribution" is attributable to payments or distributions from a designated Roth account, an "eligible retirement plan" with respect to such portion shall include only another designated Roth account of the individual from whose account the payments or distributions were made, or a Roth IRA of such individual. In the case of a "distributee" who is a non-Spouse designated Beneficiary, (i) the "direct rollover" may be made only to a traditional or Roth individual retirement account or an annuity described in Code §408(b) ("IRA") that is established on behalf of the designated non-Spouse Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code §402(c)(11), and (ii) the determination of any required minimum distribution required under Code §401(a)(9) that is ineligible for rollover shall be made in accordance with IRS Notice 2007-7, Q&A 17 and 18. (3) Distributee. A "distributee" includes an Employee or Former Employee. In addition, the Employee's or Former Employee's surviving Spouse and the Employee's or Former Employee's Spouse or former Spouse who is the Alternate Payee, are "distributees" with regard to the interest of the Spouse or former Spouse. (4) Direct rollover. A "direct rollover" is a payment by the Plan to the "eligible retirement plan" specified by the "distributee." (c) Participant notice. A Participant entitled to an "eligible rollover distribution" must receive a written explanation of the right to a "direct rollover," the tax consequences of not making a "direct rollover," and, if applicable, any available special income tax elections. The notice must be provided no less than thirty (30) days and no more than one-hundred eighty (180) days before the Annuity Starting Date. The "direct rollover" notice must be provided to all Participants, unless the total amount the Participant will receive as a distribution during the calendar year is expected to be less than $200. 277 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 38 (d) Non-Spouse Beneficiary rollover right. A non-Spouse Beneficiary who is a "designated Beneficiary" under Code §401(a)(9)(E) and the Regulations thereunder, by a direct trustee-to-trustee transfer ("direct rollover"), may roll over all or any portion an "eligible rollover distribution" to an IRA the Beneficiary establishes for purposes of receiving the distribution. If the Participant's named Beneficiary is a trust, the Plan may make a direct rollover to an IRA on behalf of the trust, provided the trust satisfies the requirements to be a "designated Beneficiary." 6.15 RESTRICTIONS ON DISTRIBUTION OF ASSETS TRANSFERRED FROM A MONEY PURCHASE PLAN Notwithstanding any provision of this Plan to the contrary, to the extent that any optional form of benefit under this Plan permits a distribution prior to the Employee's retirement, death, Total and Permanent Disability, or severance from employment, and prior to Plan termination, the optional form of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code §414(l), to this Plan from a money purchase pension plan qualified under Code §401(a) (other than any portion of those assets and liabilities attributable to after-tax voluntary Employee contributions or to a direct or indirect rollover contribution). A Participant may not obtain an in-service distribution with respect to such transferred amounts prior to the earlier of the Participant's Normal Retirement Age or attainment of age 62. 6.16 CORRECTIVE DISTRIBUTIONS Nothing in this Article shall preclude the Administrator from making a distribution to a Participant, to the extent such distribution is made to correct a qualification defect in accordance with the corrective procedures under the IRS' Employee Plans Compliance Resolution System or any other voluntary compliance programs established by the IRS. 6.17 SERVICE CREDIT PURCHASES The Administrator, upon Participant request, may direct the transfer of all or a portion of the Participant's Account to a governmental defined benefit plan (as defined in Code §414(d)) in which he or she participates for the purchase of permissive service credit (as defined in Code §415(n)(3)(A)). 6.18 UNCASHED CHECKS Subject to the provisions of Section 6.10, the Plan Administrator operationally may dispose of an uncashed distribution from the Plan to a lost Participant at the time and in the manner described in this Section). Prior to doing so, the Plan Administrator must make reasonable and diligent efforts to contact the lost Participant, including using such search methods the Plan Administrator determines are appropriate under the circumstances. At the discretion of the Administrator, Plan distributions that remain uncashed, and which the Administrator chooses not to reinvest in the Plan may be: (1) voluntarily remitted to a State unclaimed property department, but no sooner than the appropriate state dormancy period has expired; or (2) deposited for the benefit of the lost Participant either to a: (a) bank account, or (b) individual retirement account if the original distribution was an eligible rollover distribution. For purposes of this Section 6.18, a distribution is "uncashed" if it remains uncashed by the "cash-by" date on the check or in an accompanying notice, e.g., a date prescribed by the bank or the Plan. This "cash-by" date must be at least forty-five (45) days after the check is issued. If there is no prescribed "cash-by" date, then the amount is considered uncashed if it is not cashed by the check’s stale date. 6.19 HEALTH INSURANCE PAYMENTS FOR PUBLIC SAFETY OFFICERS An "eligible retired public safety officer" may elect annually for that taxable year to have the Plan deduct an amount from a distribution which the "eligible retired public safety officer" otherwise would receive and include in income. The Plan will pay such deducted amounts directly to pay "qualified health insurance premiums" ed in Code §402(l). Any election made under this Plan must conform to the requirements of Code §402(l). A "qualified retired public safety officer" is a public safety officer (as defined in §1204(9)(A) of the Omnibus Crime Control and Safe Streets Act of 1968 (42 U.S.C 3796b(9)(A)) who, by reason of disability or attainment of Normal Retirement Age, is separated from service as a public safety officer with the Employer. "Qualified health insurance premiums" means the premiums for coverage for the "eligible retired public safety officer," his or her Spouse, and dependents (as defined in Code §152), by an accident or health plan or qualified long-term care insurance contract (as defined in Code §7702B(b)). ARTICLE VII TRUSTEE AND CUSTODIAN 7.1 CONFLICT WITH PLAN In the event of any conflicts between the provisions of this Plan and the Trust agreement, the provisions of this Plan control. 278 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 39 7.2 POWERS AND DUTIES OF CUSTODIAN Subject to the terms of the Trust agreement, the Employer may appoint a Custodian of the Plan assets. The duties of the Custodian are those set forth in the agreement with the Custodian. Any reference in the Plan to a Trustee also is a reference to a Custodian unless the Employer has appointed a Custodian separate from the Trustee or the context of the Plan indicates otherwise. 7.3 LIFE INSURANCE (a) Permitted insurance. To the extent not prohibited under the terms of the Trust agreement, the Trustee (or Insurer), in accordance with operational procedures of the Administrator, shall ratably apply for, own, and pay all premiums on Contracts on the lives of the Participants or, in the case of a 401(a) Plan, on the life of a member of the Participant's family or on the joint lives of a Participant and a member of the Participant's family. Furthermore, if a Contract is purchased on the joint lives of the Participant and another person and such other person predeceases the Participant, then the Contract may not be maintained under this Plan. Any initial or additional Contract purchased on behalf of a Participant shall have a face amount of not less than $1,000, an amount set forth in the Administrator's procedures, or the limitation of the Insurer, whichever is greater. If a life insurance Contract is to be purchased for a Participant, then the aggregate premium for ordinary life insurance for each Participant must be less than 50% of the aggregate contributions and Forfeitures allocated to the Participant's Combined Account. For purposes of this limitation, ordinary life insurance Contracts are Contracts with both non-decreasing death benefits and non-increasing premiums. If term insurance or universal life insurance is purchased, then the aggregate premium must be 25% or less of the aggregate contributions and Forfeitures allocated to the Participant's Combined Account. If both term insurance and ordinary life insurance are purchased, then the premium for term insurance plus one-half of the premium for ordinary life insurance may not in the aggregate exceed 25% of the aggregate Employer contributions and Forfeitures allocated to the Participant's Combined Account. Notwithstanding the preceding, the limitations imposed herein with respect to the purchase of life insurance shall not apply, in the case of a 401(a) Plan, to the portion of the Participant's Account that has accumulated for at least two (2) Plan Years or to the entire Participant's Account if the Participant has been a Participant in the Plan for at least five (5) years. In addition, amounts transferred to this Plan in accordance with Section 4.6(f)(1)(ii) or (iii) and a Participant's Voluntary Contribution Account may be used to purchase Contracts without limitation. Thus, amounts that are not subject to the limitations contained herein may be used to purchase life insurance on any person in whom a Participant has an insurable interest or on the joint lives of a Participant and any person in whom the Participant has an insurable interest, and without regard to the amount of premiums paid to purchase any life insurance hereunder. (b) Contract conversion at retirement. The Administrator must direct the Trustee (or Insurer) to distribute any Contracts to the Participant or convert the entire value of the Contracts at or before retirement into cash or provide for a periodic income so that no portion of such value may be used to continue life insurance protection beyond the Participant's actual retirement date. (c) Limitations on purchase. No life insurance Contracts shall be required to be obtained on an individual's life if, for any reason (other than the nonpayment of premiums) the Insurer will not issue a Contract on such individual's life. (d) Proceeds payable to plan. The Trustee (or Insurer) must be the owner of any life insurance Contract purchased under the terms of this Plan. The Contract must provide that the proceeds will be payable to the Trustee (or Insurer); however, the Trustee (or Insurer) shall be required to pay over all proceeds of the Contract to the Participant's "designated Beneficiary" in accordance with the distribution provisions of Article VI as directed by the Administrator. A Participant's Spouse will be the "designated Beneficiary" pursuant to Section 6.2, unless a qualified election has been made in accordance with Sections 6.5 and 6.6 of the Plan, if applicable. Under no circumstances shall the Trust retain any part of the proceeds that are in excess of the cash surrender value immediately prior to death. However, the Trustee (or Insurer) shall not pay the proceeds in a method that would violate the requirements of the Retirement Equity Act of 1984, as stated in Article VI of the Plan, or Code §401(a)(9) and the Regulations thereunder. In the event of any conflict between the terms of this Plan and the terms of any insurance Contract purchased hereunder, the Plan provisions shall control. (e) No responsibility for act of Insurer. The Employer, the Administrator and the Trustee shall not be responsible for the validity of the provisions under a Contract issued hereunder or for the failure or refusal by the Insurer to provide benefits under such Contract. The Employer, Administrator and the Trustee are also not responsible for any action or failure to act by the Insurer or any other person which results in the delay of a payment under the Contract or which renders the Contract invalid or unenforceable in whole or in part. 7.4 LOANS TO PARTICIPANTS (a) Permitted Loans. To the extent not prohibited under the terms of the Trust agreement, the Administrator may, in the Administrator's sole discretion, make loans to Participants. If loans are permitted, then the following shall apply: (1) loans shall be made available to all Participants on a reasonably equivalent basis; (2) loans shall bear a reasonable rate of interest; (3) loans shall be adequately secured; and (4) loans shall provide for periodic repayment over a reasonable period of time. Furthermore, no Participant loan shall exceed the Participant's Vested interest in the Plan. For purposes of this Section, the term Participant shall include any Eligible Employee who is not yet a Participant, if, pursuant to the Adoption Agreement, "rollovers" are permitted to be accepted from Eligible Employees. 279 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 40 (b) Loan program. The Administrator shall be authorized to establish a Participant loan program to provide for loans under the Plan. In order for the Administrator to implement such loan program, a separate written document forming a part of this Plan must be adopted, which document shall specifically include, but need not be limited to, the following: (1) the identity of the person or positions authorized to administer the Participant loan program; (2) a procedure for applying for loans; (3) the basis on which loans will be approved or denied; (4) limitations, if any, on the types and amounts of loans offered; (5) the procedure under the program for determining a reasonable rate of interest; (6) the types of collateral which may secure a Participant loan; and (7) the events constituting default and the steps that will be taken to preserve Plan assets in the event such default. (c) Loan default. Notwithstanding anything in this Plan to the contrary, if a Participant or Beneficiary defaults on a loan made pursuant to this Section that is secured by the Participant's interest in the Plan, then a Participant's interest may be offset by the amount subject to the security to the extent there is a distributable event permitted by the Code or Regulations. Notwithstanding anything in the Plan’s loan policy to the contrary, if a loan is accelerated due to a Participant’s termination of employment, then the Plan may direct that the loan note be transferred or directly rolled over to another plan that will accept the transfer or rollover of the note. (d) Loans subject to Plan terms. Notwithstanding anything in this Section to the contrary, if this is an amendment and restatement of an existing Plan, any loans made prior to the date this amendment and restatement is adopted shall be subject to the terms of the Plan in effect at the time such loan was made. 7.5 PLAN TO PLAN TRANSFERS Notwithstanding any other provision contained in this Plan and to the extent not prohibited under the terms of the Trust agreement, the Administrator may direct the Trustee to transfer the interest, if any, of a Participant to another trust forming part of a pension, profit sharing, or stock bonus plan that meets the requirements of Code §401(a), provided that the trust to which such transfers are made permits the transfer to be made and further provided that the terms of the transferee plan properly allocates the funds in each account to a transferee account that preserves all the required features and restrictions applicable to such account under this Plan. However, the transfer of amounts from this Plan to a nonqualified foreign trust is treated as a distribution and the transfer of assets and liabilities from this Plan to a plan that satisfies Section 1165 of the Puerto Rico Code is also treated as distribution from the transferor plan. ARTICLE VIII AMENDMENT, TERMINATION AND MERGERS 8.1 AMENDMENT (a) General rule on Employer amendment. The Employer shall have the right at any time to amend this Plan subject to the limitations of this Section. However, any amendment that affects the rights, duties or responsibilities of the Trustee (or Insurer) or Administrator may only be made with the Trustee's (or Insurer's) or Administrator's written consent. Any such amendment shall become effective as provided therein upon its execution. The Trustee (or Insurer) shall not be required to execute any such amendment unless the amendment affects the duties of the Trustee (or Insurer) hereunder. (b) Permissible amendments. The Employer amend the Plan to accomplish any of the following items without affecting reliance on the opinion letter: (1) change the choice of options in the Adoption Agreement or Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), (2) add certain sample or model amendments published by the Internal Revenue Service or other required good-faith amendments where the IRS has provided that their adoption will not cause the Plan to be treated as an individually designed plan, (3) add a list of any protected benefits" which must be preserved, (4) adjust the limitations under Code §§415, 402(g), 401(a)(17) and 414(q)(1)(B) to reflect annual cost-of-living increases, and (5) change the pre-approved plan Provider’s name. "Provider" pursuant to this Section 8 means the entity that contracts with the mass submitter to provide the Basic Plan Document and Adoption Agreement for use by the Employer or, in the alternative, the mass submitter that provides such documents directly to its clients. An Employer that amends the Plan for any other reason, including a waiver of the minimum funding requirement under Code §412(c), will no longer participate in this pre-approved plan and this Plan will be considered to be an individually designed plan for purposes of reliance. A Plan amendment does not include an amendment or substitution of the Trust. (c) Provider amendments. The Employer (and every Participating Employer) expressly delegates authority to the Provider, the right to amend the Plan by submitting a copy of the amendment to each Employer (and Participating Employer) who has adopted 280 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 41 this pre-approved plan, after first having received a ruling or favorable determination from the Internal Revenue Service that the pre-approved Plan as amended qualifies under Code §401(a) (unless a ruling or determination is not required by the IRS). The Provider will amend the Plan Documents from time to time in accordance with this Section 8.1(c). For purposes of this Section, the mass submitter shall be recognized as the agent of the Provider. If the Provider does not adopt any amendment made by the mass submitter, it will no longer be identical to, or a minor modifier of, the mass submitter plan. (d) Impermissible amendments. No amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer. 8.2 TERMINATION (a) Termination of Plan. The Employer shall have the right at any time to terminate the Plan by delivering to the Trustee (or Insurer) and Administrator written notice of such termination. The Employer has no obligation or liability whatsoever to maintain the Plan for any specific length of time and may terminate the Plan or discontinue contributions under the Plan at any time without liability hereunder for any such discontinuance. Upon any full or partial termination or upon the complete discontinuance of the Employer's Contributions to the Plan (in the case of a Profit Sharing Plan), all amounts credited to the affected Participants' Combined Accounts shall become 100% Vested and shall not thereafter be subject to Forfeiture. (b) Distribution of assets. Upon the full termination of the Plan, the Employer shall direct the distribution of the assets to Participants in a manner that is consistent with and satisfies the provisions of Section 6.5. Distributions to a Participant shall be made in cash (or in property if permitted in the Adoption Agreement) or through the purchase of irrevocable nontransferable deferred commitments from the Insurer. 8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan provided the benefits which would be received by a Participant of this Plan, in the event of a termination of the plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation. ARTICLE IX MISCELLANEOUS 9.1 EMPLOYER ADOPTIONS (a) Method of adoption. Any organization may become the Employer hereunder by executing the Adoption Agreement. (b) Separate affiliation. Except as otherwise provided in this Plan, the affiliation of the Employer and the participation of its Participants shall be separate and apart from that of any other employer and its participants hereunder. 9.2 PARTICIPANT'S RIGHTS This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan. 9.3 ALIENATION (a) General rule. Subject to the exceptions provided below and as otherwise permitted by the Code, no benefit which shall be payable to any person (including a Participant or the Participant's Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized except to such extent as may be required by law. (b) Exception for loans. Subsection (a) shall not apply to the extent a Participant or Beneficiary is indebted to the Plan by reason of a loan made pursuant to Section 7.4. At the time a distribution is to be made to or for a Participant's or Beneficiary's benefit, such portion of the amount to be distributed as shall equal such indebtedness shall be paid to the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given notice by the Administrator that such indebtedness is to be so paid in whole or part from the Participant's interest in the Plan. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against the Participant's interest in the Plan, the Participant or Beneficiary shall be entitled to a review of the validity of the claim in accordance with procedures provided in Section 2.10. 281 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 42 (c) Exception for QDRO. Subsection (a) shall not apply to a "qualified domestic relations order" defined in Code §414(p), and those other domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. 9.4 PLAN COMMUNICATIONS, INTERPRETATION AND CONSTRUCTION (a) Applicable law. This Plan shall be construed and enforced according to the Code, and the laws of the state or commonwealth in which the Employer's principal office is located (unless otherwise designated in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), other than its laws respecting choice of law, to the extent not pre-empted by federal law. (b) Administrator's discretion. The Administrator has 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 Administrator makes under the Plan is final and binding upon any affected person. The Administrator must exercise all of its Plan powers and discretion, and perform all of its duties, in a uniform manner. (c) Communications. All Participant or Beneficiary notices, designations, elections, consents or waivers must be made in a form the Administrator (or, as applicable, the Trustee or Insurer) specifies or otherwise approves. Any person entitled to notice under the Plan may waive the notice or shorten the notice period unless such actions are contrary to applicable law. (d) Evidence. Anyone, including the Employer, required to give data, statements or other information relevant under the terms of the Plan ("evidence") may do so by certificate, affidavit, document or other form which the person to act in reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. The Administrator, Trustee and Insurer are protected fully in acting and relying upon any evidence described under the immediately preceding sentence. (e) Plan terms binding. The Plan is binding upon all parties, including but not limited to, the Employer, Trustee, Insurer, Administrator, Participants and Beneficiaries. (f) Parties to litigation. Except as otherwise provided by applicable law, a Participant or a Beneficiary is not a necessary party or required to receive notice of process in any court proceeding involving the Plan, the Trust or any fiduciary. Any final judgment (not subject to further appeal) entered in any such proceeding will be binding upon all parties, including the Employer, the Administrator, Trustee, Insurer, Participants and Beneficiaries. (g) Fiduciaries not insurers. The Trustee, Administrator and the Employer in no way guarantee the Plan assets from loss or depreciation. The Employer does not guarantee the payment of any money which may be or becomes due to any person from the Plan. The liability of the Employer, the Administrator and the Trustee to make any distribution from the Trust at any time and all times is limited to the then available assets of the Trust. (h) Construction/severability. The Plan, the Adoption Agreement, the Trust and all other documents to which they refer, will be interpreted consistent with and to preserve tax qualification of the Plan under Code §401(a) and tax exemption of the Trust under Code §501(a) and also consistent with other applicable law. To the extent permissible under applicable law, any provision which a court (or other entity with binding authority to interpret the Plan) determines to be inconsistent with such construction and interpretation, is deemed severed and is of no force or effect, and the remaining Plan terms will remain in full force and effect. (i) Uniformity. All provisions of this Plan shall be interpreted and applied in a uniform manner. (j) Headings. The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof. 9.5 GENDER, NUMBER AND TENSE Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply; whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply; and whenever any words are used herein in the past or present tense, they shall be construed as though they were also used in the other form in all cases where they would so apply. 9.6 LEGAL ACTION In the event any claim, suit, or proceeding is brought regarding the Trust and/or Plan established hereunder to which the Trustee (or Insurer), the Employer or the Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee (or Insurer), the Employer or the Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs, attorney's fees, and other expenses pertaining thereto incurred by them for which they shall have become liable. 282 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 43 9.7 PROHIBITION AGAINST DIVERSION OF FUNDS (a) General rule. Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries. (b) Mistake of fact. In the event the Employer shall make a contribution under a mistake of fact, the Employer may demand repayment of such contribution at any time within one (1) year following the time of payment and the Trustee (or Insurer) shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned. 9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract issued hereunder or for the failure on the part of the Insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part. 9.9 INSURER'S PROTECTIVE CLAUSE Except as otherwise agreed upon in writing between the Employer and the Insurer, an Insurer which issues any Contracts hereunder shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The Insurer shall be protected and held harmless in acting in accordance with any written direction of the Administrator or Trustee and shall have no duty to see to the application of any funds paid to the Trustee, nor be required to question any actions directed by the Administrator or Trustee. Regardless of any provision of this Plan, the Insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules of the Insurer. 9.10 RECEIPT AND RELEASE FOR PAYMENTS Any payment to any Participant, the Participant's legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions of this Plan, including those referenced in Section 6.9, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee (or Insurer) and the Employer. 9.11 ACTION BY THE EMPLOYER Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority. 9.12 APPROVAL BY INTERNAL REVENUE SERVICE Notwithstanding anything herein to the contrary, if, pursuant to an application for qualification is made by the time prescribed by law or such later date as the Secretary of Treasury may prescribe, the Commissioner of the Internal Revenue Service or the Commissioner's delegate should determine that the Plan does not initially qualify as a tax-exempt plan under Code §§401 and 501, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio and all amounts contributed to the Plan, by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee (or Insurer) shall be discharged from all further obligations. If the disqualification relates to a Plan amendment, then the Plan shall operate as if it had not been amended. If the Employer's Plan fails to attain or retain qualification, such Plan will no longer participate in this pre-approved plan and will be considered an individually designed plan. 9.13 PAYMENT OF BENEFITS Except as otherwise provided in the Plan, benefits under this Plan shall be paid, subject to Sections 6.11 and 6.12, only upon death, Total and Permanent Disability, normal or early retirement, severance of employment, or termination of the Plan. 9.14 ELECTRONIC MEDIA The Administrator may use any electronic medium to give or receive any Plan notice, communicate any Plan policy, conduct any written Plan communication, satisfy any Plan filing or other compliance requirement and conduct any other Plan transaction to the extent permissible under applicable law. A Participant or a Participant's Spouse, to the extent authorized by the Administrator, may use any electronic medium to make or provide any Beneficiary designation, election, notice, consent or waiver under the Plan, to the extent permissible under applicable law. Any reference in this Plan to a "form," a "notice," an "election," a "consent," a "waiver," a "designation," a "policy" or to any other Plan-related communication includes an electronic version thereof as permitted under applicable law. 283 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 44 Notwithstanding the foregoing, any Participant or Beneficiary notices and consent that are required pursuant to the Code must satisfy Regulation §1.401(a)-21. 9.15 PLAN CORRECTION The Administrator in conjunction with the Employer may undertake such correction of Plan errors as the Administrator deems necessary, including correction to preserve tax qualification of the Plan under Code §401(a) or to correct a fiduciary breach under state or local law. Without limiting the Administrator's authority under the prior sentence, the Administrator, as it determines to be reasonable and appropriate, may undertake correction of Plan document, operational, demographic and Employer eligibility failures under a method described in the Plan or under the IRS Employee Plans Compliance Resolution System ("EPCRS") or any successor program to EPCRS. Furthermore, the Employer may make corrective contributions pursuant to this Section regardless of whether the Plan otherwise permits such contribution source. In addition, the Plan is authorized to recover benefits from Participants or Beneficiaries that have been improperly distributed. 9.16 NONTRUSTEED PLANS If the Plan is funded solely with Contracts, then notwithstanding Sections 9.7 and 9.12, no Contract will be purchased under the Plan unless such Contract or a separate definite written agreement between the Employer and the Insurer provides that no value under Contracts providing benefits under the Plan or credits determined by the Insurer (on account of dividends, earnings, or other experience rating credits, or surrender or cancellation credits) with respect to such Contracts may be paid or returned to the Employer or diverted to or used for other than the exclusive benefit of the Participants or their Beneficiaries. However, any contribution made by the Employer because of a mistake of fact must be returned to the Employer within one year of the contribution. If this Plan is funded by individual Contracts that provide a Participant's benefit under the Plan, such individual Contracts shall constitute the Participant's Account balance. If this Plan is funded by group Contracts, under the group annuity or group insurance Contract, premiums or other consideration received by the Insurer must be allocated to Participants' Accounts under the Plan. ARTICLE X PARTICIPATING EMPLOYERS 10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER Notwithstanding anything herein to the contrary, with the consent of the Employer, any Employer may adopt the Employer's Plan and all of the provisions hereof, and participate herein and be known as a Participating Employer, by a properly executed document evidencing said intent and will of such Participating Employer (a participation agreement). In the event a Participating Employer is not an Affiliated Employer, then the provisions of Article XI shall apply rather than the provision of this Article XI. 10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS (a) Permissible variations of participation agreement. The participation agreement must identify the Participating Employer and the covered Employees and provide for the Participating Employer's signature. In addition, in the participation agreement, the Employer shall specify which elections, if any, the Participating Employer can modify, and any restrictions on the modifications. Any such modification shall apply only to the Employees of that Participating Employer. The Participating Employer shall make any such modification by selecting the appropriate option on its participation agreement to the Employer's Adoption Agreement. To the extent that the participation agreement does not permit modification of an election, any attempt by a Participating Employer to modify the election shall have no effect on the Plan and the Participating Employer is bound by the Plan terms as selected by the Employer. If a Participating Employer does not make any permissible participation agreement election modifications, then with regard to any election, the Participating Employer is bound by the Adoption Agreement terms as completed by the "lead Employer." (b) Holding and investing assets. The Trustee (or Insurer) may, but shall not be required to, commingle, hold and invest as one Trust Fund all contributions made by Participating Employers, as well as all increments thereof. However, the assets of the Plan shall, on an ongoing basis, be available to pay benefits to all Participants and Beneficiaries under the Plan without regard to the Employer or Participating Employer who contributed such assets. (c) Payment of expenses. Unless the Employer otherwise directs, any expenses of the Plan which are to be paid by the Employer or borne by the Trust Fund shall be paid by each Participating Employer in the same proportion that the total amount standing to the credit of all Participants employed by such Employer bears to the total standing to the credit of all Participants. 10.3 DESIGNATION OF AGENT Each Participating Employer shall be deemed to be a part of this Plan; provided, however, that with respect to all of its relations with the Trustee (or Insurer) and Administrator for purposes of this Plan, each Participating Employer shall be deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates otherwise, the word "Employer" shall be deemed to include each Participating Employer as related to its adoption of the Plan. 284 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 45 10.4 EMPLOYEE TRANSFERS In the event an Employee is transferred between Participating Employers, accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a severance of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred. 10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES Any contribution and/or Forfeiture subject to allocation during each Plan Year shall be determined and allocated separately by each Participating Employer and shall be allocated only among the Participants eligible to share in the contribution and Forfeiture allocation of the Employer or Participating Employer making the contribution or by which the forfeiting Participant was employed. On the basis of the information furnished by the Administrator, the Trustee (or Insurer) shall keep separate books and records concerning the affairs of each Participating Employer hereunder and as to the accounts and credits of the Employees of each Participating Employer. The Trustee (or Insurer) may, but need not, register Contracts so as to evidence that a particular Participating Employer is the interested Employer hereunder, but in the event of an Employee transfer from one Participating Employer to another, the employing Employer shall immediately notify the Trustee (or Insurer) thereof. 10.6 AMENDMENT Any Participating Employer hereby authorizes the Employer to make amendments on its behalf, unless otherwise agreed among all affected parties. Any such amendment is effective and binding upon existing Participating Employers. 10.7 DISCONTINUANCE OF PARTICIPATION Any Participating Employer that is an Affiliated Employer shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee (or Insurer). The Trustee (or Insurer) shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Participants of such Participating Employer to such new trustee (or insurer) or custodian as shall have been designated by such Participating Employer, in the event that it has established a separate qualified retirement plan for its employees. If no successor is designated, the Trustee (or Insurer) shall retain such assets for the Employees of said Participating Employer pursuant to the provisions of Article VII hereof. In no such event shall any part of the corpus or income of the Trust Fund as it relates to such Participating Employer be used for or diverted to purposes other than for the exclusive benefit of the Employees of such Participating Employer. 10.8 ADMINISTRATOR'S AUTHORITY The Administrator shall have authority to make any and all necessary rules or regulations, binding upon all Participating Employers and all Participants, to effectuate the purpose of this Article. ARTICLE XI MULTIPLE EMPLOYER PROVISIONS 11.1 ELECTION AND OVERRIDING EFFECT If a Participating Employer that is not an Affiliated Employer adopts this Plan, then the provisions of this Article XI shall apply to each Participating Employer as of the Effective Date specified in its participation agreement and supersede any contrary provisions in the basic Plan document or the Adoption Agreement. If this Article XI applies, then the Plan shall be a multiple employer plan as described in Code §413(c). In this case, the Employer and each Participating Employer acknowledge that the Plan is a multiple employer plan subject to the rules of Code §413(c) and the Regulations thereunder, and specific annual reporting requirements. 11.2 DEFINITIONS The following definitions shall apply to this Article XI and shall supersede any conflicting definitions in the Plan: (a) Employee. "Employee" means any common law employee, Leased Employee or other person the Code treats as an employee of a Participating Employer for purposes of the Participating Employer's qualified plan. Either the Adoption Agreement or a participation agreement to the Adoption Agreement may designate any Employee, or class of Employees, as not eligible to participate in the Plan. (b) Lead Employer. "Lead Employer" means the signatory Employer to the Adoption Agreement execution page, and does not include any Affiliated Employer or Participating Employer. The "lead Employer" has the same meaning as the Employer for purposes of making Plan amendments and other purposes regardless of whether the "lead Employer" is also a Participating Employer under this Article XI. The "lead Employer" may execute a Participation Agreement setting forth elections which are specific to the "lead Employer". 285 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 46 11.3 PARTICIPATING EMPLOYER ELECTIONS The participation agreement must identify the Participating Employer and the covered Employees and provide for the Participating Employer's signature. In addition, in the participation agreement, the "lead Employer" shall specify which elections, if any, the Participating Employer can modify, and any restrictions on the modifications. Any such modification shall apply only to the employees of that Participating Employer. The Participating Employer shall make any such modification by selecting the appropriate option on its participation agreement to the "lead Employer's" Adoption Agreement. To the extent that the Adoption Agreement does not permit modification of an election, any attempt by a Participating Employer to modify the election shall have no effect on the Plan and the Participating Employer is bound by the Plan terms as selected by the "lead Employer." If a Participating Employer does not make any permissible participation agreement election modifications, then with regard to any election, the Participating Employer is bound by the Adoption Agreement terms as completed by the "lead Employer." 11.4 TESTING The Administrator shall apply the Code §415 limitation in Section 4.4 for the Plan as a whole. 11.5 COMPENSATION (a) Separate determination. A Participant's Compensation shall be determined separately for each Participating Employer for purposes of allocations under Article IV. (b) Joint status. For all Plan purposes, including but not limited to determining the Code §415 limits in Section 4.4, Compensation includes all Compensation paid by or for any Participating Employer. 11.6 SERVICE An Employee's service includes all Hours of Service and Years of Service with any and all Participating Employers. An Employee who terminates employment with one Participating Employer and immediately commences employment with another Participating Employer has not separated from service or had a severance from employment. 11.7 COOPERATION AND INDEMNIFICATION (a) Cooperation. Each Participating Employer agrees to timely provide all information the Administrator deems necessary to insure the Plan is operated in accordance with the requirements of the Code and will cooperate fully with the "lead Employer," the Plan, the Plan fiduciaries and other proper representatives in maintaining the qualified status of the Plan. Such cooperation will include payment of such amounts into the Plan, to be allocated to employees of the Participating Employer, which are reasonably required to maintain the tax-qualified status of the Plan. (b) Indemnity. Each Participating Employer will indemnify and hold harmless the Administrator, the "lead Employer" and its subsidiaries; officers, directors, shareholders, employees, and agents of the "lead Employer"; the Plan; the Trustees, Participants and Beneficiaries of the Plan, as well as their respective successors and assigns, against any cause of action, loss, liability, damage, cost, or expense of any nature whatsoever (including, but not limited to, attorney's fees and costs, whether or not suit is brought, as well as IRS plan disqualifications, other sanctions or compliance fees and penalties) arising out of or relating to the Participating Employer's noncompliance with any of the Plan's terms or requirements; any intentional or negligent act or omission the Participating Employer commits with regard to the Plan; and any omission or provision of incorrect information with regard to the Plan which causes the Plan to fail to satisfy the requirements of a tax-qualified plan. This indemnity provision shall continue to apply to a Participating Employer with respect to the period such entity was a Participating Employer, even if the Participating Employer withdraws or is removed pursuant to Sections 11.8 or 11.9. 11.8 INVOLUNTARY TERMINATION Unless the "lead Employer" provides otherwise in an addendum hereto, the "lead Employer" shall have the power to terminate the participation of any Participating Employer (hereafter "Terminated Employer") in this Plan. If and when the "lead Employer" wishes to exercise this power, the following shall occur: (a) Notice. The "lead Employer" shall give the "Terminated Employer" a notice of the "lead Employer's" intent to terminate the "Terminated Employer's" status as a Participating Employer of the Plan. The "lead Employer" will provide such notice not less than thirty (30) days prior to the date of termination unless the "lead Employer" determines that the interest of Plan Participants requires earlier termination. (b) Spin-off. The "lead Employer" shall establish a new defined contribution plan, using the provisions of this Plan with any modifications contained in the "Terminated Employer's" participation agreement, as a guide to establish a new defined contribution plan (the "spin-off plan"). The "lead Employer" will direct the Trustee to transfer (in accordance with the rules of Code §414(l) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to the "spin-off plan." The "Terminated 286 Item b. Non-Standardized Governmental 401(a) Pre-Approved Plan © 2020 Nationwide Financial Services, Inc. or its suppliers 47 Employer" shall be the Employer, Administrator, and sponsor of the "spin-off plan." The Trustee of the "spin-off plan" shall be the person or entity designated by the "Terminated Employer." However, the "lead Employer" shall have the option to designate an appropriate financial institution as Trustee instead if necessary to protect the interest of the Participants. The "lead Employer" shall have the authority to charge the "Terminated Employer" or the Accounts of the Employees of the "Terminated Employer" a reasonable fee to pay the expenses of establishing the "spin-off plan." (c) Alternatives. The "Terminated Employer," in lieu of creation of the "spin-off plan" under (b) above, has the option to elect a transfer alternative in accordance with this Subsection (c). (1) Election. To exercise the option described in this Subsection, the "Terminated Employer" must inform the "lead Employer" of its choice and must supply any reasonably required documentation as soon as practical. If the "lead Employer" has not received notice of a "Terminated Employer's" exercise of this option within ten (10) days prior to the stated date of termination, the "lead Employer" can choose to disregard the exercise and proceed with the Spin-off. (2) Transfer. If the "Terminated Employer" selects this option, the Administrator shall transfer (in accordance with the rules of Code §414(l) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to a qualified plan the "Terminated Employer" maintains. To exercise this option, the "Terminated Employer" must deliver to the "lead Employer" or Administrator in writing the name and other relevant information of the transferee plan and must provide such assurances that the Administrator shall reasonably require to demonstrate that the transferee plan is a qualified plan. (d) Participants. The Employees of the "Terminated Employer" shall cease to be eligible to accrue additional benefits under the Plan with respect to Compensation paid by the "Terminated Employer," effective as of the date of termination. To the extent that these Employees have accrued but unpaid contributions as of the date of termination, the "Terminated Employer" shall pay such amounts to the Plan or the "spin-off plan" no later than thirty (30) days after the date of termination, unless the "Terminated Employer" effectively selects the Transfer option under Subsection (c)(2) above. (e) Consent. By its signature on the participation agreement, the "Terminated Employer" specifically consents to the provisions of this Article and agrees to perform its responsibilities with regard to the "spin-off plan," if necessary. 11.9 VOLUNTARY TERMINATION A Participating Employer (hereafter "withdrawing employer") may voluntarily withdraw from participation in this Plan at any time. If and when a "withdrawing employer" wishes to withdraw, the following shall occur: (a) Notice. The "withdrawing employer" shall inform the "lead Employer" and the Administrator of its intention to withdraw from the Plan. The "withdrawing employer" must give the notice not less than thirty (30) days prior to the effective date of its withdrawal. (b) Procedure. The "withdrawing employer" and the "lead Employer" shall agree upon procedures for the orderly withdrawal of the "withdrawing employer" from the plan. Such procedures may include any of the optional spin-off or transfer options described in Section 11.8. (c) Costs. The "withdrawing employer" shall bear all reasonable costs associated with withdrawal and transfer under this Section. (d) Participants. The Employees of the "withdrawing employer" shall cease to be eligible to accrue additional benefits under the Plan as to Compensation paid by the "withdrawing employer," effective as of the effective date of withdrawal. To the extent that such Employees have accrued but unpaid contributions as of the effective date of withdrawal, the "withdrawing employer" shall contribute such amounts to the Plan or the "spin-off plan" promptly after the effective date of withdrawal, unless the accounts are transferred to a qualified plan the "withdrawing employer" maintains. 11.10 DESIGNATION OF AGENT Each Participating Employer shall be deemed to be a part of this Plan; provided, however, that with respect to all its relations with the Trustee (or Insurer) and Administrator for purposes of this Plan, each Participating Employer shall be deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates otherwise, the word "Employer" shall be deemed to include each Participating Employer as related to its adoption of the Plan. 287 Item b. 288 Item b. 289 Item b. 290 Item b. 291 Item b. 292 Item b. 293 Item b. 294 Item b. 295 Item b. 296 Item b. 297 Item b. 298 Item b. 299 Item b. 300 Item b. 301 Item b. 302 Item b. 303 Item b. 304 Item b. 305 Item b. 306 Item b. TOWN OF LEESBURG 401(A) MONEY PURCHASE PLAN SUMMARY OF PLAN PROVISIONS 307 Item b. i TABLE OF CONTENTS INTRODUCTION TO YOUR PLAN What kind of Plan is this? ................................................................................................................................................................................. 1 What information does this Summary provide? ................................................................................................................................................ 1 ARTICLE I PARTICIPATION IN THE PLAN How do I participate in the Plan? ...................................................................................................................................................................... 1 What happens if I'm a participant, terminate employment and then I'm rehired? ............................................................................................. 1 ARTICLE II EMPLOYEE CONTRIBUTIONS What are rollover contributions? ...................................................................................................................................................................... 2 ARTICLE III EMPLOYER CONTRIBUTIONS What is the Employer nonelective contribution and how is it allocated? .......................................................................................................... 2 What is the Employer sick leave and vacation leave conversion? .................................................................................................................... 2 ARTICLE IV COMPENSATION AND ACCOUNT BALANCE What compensation is used to determine my Plan benefits? ............................................................................................................................ 2 Is there a limit on the amount of compensation which can be considered? ....................................................................................................... 3 Is there a limit on how much can be contributed to my account each year? ..................................................................................................... 3 How is the money in the Plan invested? ........................................................................................................................................................... 3 Will Plan expenses be deducted from my account balance? ............................................................................................................................. 3 ARTICLE V VESTING What is my vested interest in my account? ....................................................................................................................................................... 3 ARTICLE VI DISTRIBUTIONS PRIOR TO TERMINATION Can I withdraw money from my account while working? ................................................................................................................................ 4 ARTICLE VII BENEFITS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT When can I get money out of the Plan? ............................................................................................................................................................ 4 What happens if I terminate employment before death, disability or retirement? ............................................................................................. 4 What happens if I terminate employment due to disability? ............................................................................................................................. 5 How will my benefits be paid to me? ............................................................................................................................................................... 5 ARTICLE VIII BENEFITS AND DISTRIBUTIONS UPON DEATH What happens if I die while working for the Employer? .................................................................................................................................. 5 Who is the beneficiary of my death benefit? .................................................................................................................................................... 5 308 Item b. ii How will the death benefit be paid to my beneficiary? ..................................................................................................................................... 6 When must the last payment be made to my beneficiary? ................................................................................................................................ 6 What happens if I'm a participant, terminate employment and die before receiving all my benefits? .............................................................. 6 ARTICLE IX TAX TREATMENT OF DISTRIBUTIONS What are my tax consequences when I receive a distribution from the Plan? ................................................................................................... 6 Can I elect a rollover to reduce or defer tax on my distribution? ...................................................................................................................... 6 ARTICLE X PROTECTED BENEFITS AND CLAIMS PROCEDURES Are my benefits protected? ............................................................................................................................................................................... 7 Are there any exceptions to the general rule? ................................................................................................................................................... 7 Can the Plan be amended? ................................................................................................................................................................................ 7 What happens if the Plan is discontinued or terminated? ................................................................................................................................. 7 How do I submit a claim for Plan benefits? ...................................................................................................................................................... 7 What if my benefits are denied? ....................................................................................................................................................................... 7 ARTICLE XI GENERAL INFORMATION ABOUT THE PLAN Plan Name ........................................................................................................................................................................................................ 8 Plan Effective Dates ......................................................................................................................................................................................... 8 Other Plan Information ..................................................................................................................................................................................... 8 Employer Information ...................................................................................................................................................................................... 8 Administrator Information ................................................................................................................................................................................ 8 Plan Trustee Information and Plan Funding Medium ....................................................................................................................................... 8 309 Item b. 1 TOWN OF LEESBURG 401(A) MONEY PURCHASE PLAN SUMMARY OF PLAN PROVISIONS INTRODUCTION TO YOUR PLAN What kind of Plan is this? Town of Leesburg 401(a) Money Purchase Plan ("Plan") has been adopted to provide you with the opportunity to save for retirement on a tax-advantaged basis. This Plan is a type of qualified retirement plan. Generally you are not taxed on the amounts we contribute to the Plan until you withdraw these amounts from the Plan. What information does this Summary provide? This Summary of Plan Provisions contains information regarding your Plan benefits, your distribution options, and many other features of the Plan. You should take the time to read this summary to get a better understanding of your rights and obligations under the Plan. If you have any questions about the Plan, please contact the Administrator or other plan representative. The Administrator is responsible for responding to questions and making determinations related to the administration, interpretation, and application of the Plan. The name and address of the Administrator can be found at the end of this summary in the Article entitled "General Information About the Plan." This summary describes the Plan's benefits and obligations as contained in the legal Plan document, which governs the operation of the Plan. The Plan document is written in much more technical and precise language and is designed to comply with applicable legal requirements. If the non-technical language in this summary conflicts with the language of the Plan document, then the Plan document always governs. The Plan and your rights under the Plan are subject to various laws, including the Internal Revenue Code. The provisions of the Plan are subject to revision due to a change in laws. Your Employer may also amend or terminate this Plan. Types of Contributions. The Plan includes provisions for the following types of contributions:  Employer nonelective contributions  Employer contributions for unused sick leave and vacation leave  Employee rollover contributions ARTICLE I PARTICIPATION IN THE PLAN How do I participate in the Plan? Provided you are not an Excluded Employee, you may begin participating under the Plan once you have satisfied the eligibility requirements and reached your "Entry Date." The following describes the eligibility requirements and Entry Dates that apply. You should contact the Administrator if you have questions about the timing of your Plan participation. Excluded Employees. If you are a member of a class of employees identified below, you are an Excluded Employee and you are not entitled to participate in the Plan. The Excluded Employees are:  Any Employee not classified as the Town Manager Eligibility Conditions. You will be eligible to participate in the Plan on your date of hire. However, you will actually become a Participant in the Plan once you reach the Entry Date as described below. Entry Date. Your Entry Date will be First payroll after meeting eligibility. What happens if I'm a participant, terminate employment and then I'm rehired? If you are no longer a participant because you terminated employment, and you are rehired, then you will be able to participate in the Plan on your date of rehire provided you are otherwise eligible to participate in the Plan. ARTICLE II EMPLOYEE CONTRIBUTIONS 310 Item b. 2 What are rollover contributions? Rollover contributions. At the discretion of the Administrator, if you are a Participant who is currently employed or an Eligible Employee, you may be permitted to deposit into the Plan distributions you have received from other retirement plans and certain IRAs. Such a deposit is called a "rollover" and may result in tax savings to you. You may ask the Administrator or Trustee of the other plan or IRA to directly transfer (a "direct rollover") to this Plan all or a portion of any amount that you are entitled to receive as a distribution from such plan. Alternatively, you may elect to deposit any amount eligible to be rolled over within 60 days of your receipt of the distribution. You should consult qualified counsel to determine if a rollover is in your best interest. Rollover account. Your rollover will be accounted for in a "rollover account." You will always be 100% vested in your "rollover account" (see the Article in this summary entitled "Vesting"). This means that you will always be entitled to all amounts in your rollover account. Rollover contributions will be affected by any investment gains or losses. Withdrawal of rollover contributions. You may withdraw the amounts in your "rollover account" at any time. ARTICLE III EMPLOYER CONTRIBUTIONS This Article describes Employer contributions that will be made to the Plan. What is the Employer nonelective contribution and how is it allocated? Nonelective contribution. Your Employer will contribute Employer contribution may be negotiated between the Town Manager and Town Council upon contract renewal on an annual basis. Allocation conditions. You will always share in the nonelective contribution regardless of the amount of service you complete during the Plan Year. What is the Employer sick leave and vacation leave conversion? Sick leave and vacation leave conversion. The Employer will contribute an amount equal to your current hourly rate of pay multiplied by your number of unused accumulated sick leave and vacation leave. Only sick leave and vacation leave for which you have no right to receive in cash will be included. You will only be eligible for the contribution if you meet the following conditions. Former Employees. You will be eligible for the contribution if you have terminated employment during the Plan Year and you have satisfied the eligibility requirements of the Employer's accumulated benefits plans. ARTICLE IV COMPENSATION AND ACCOUNT BALANCE What compensation is used to determine my Plan benefits? Definition of compensation. For the purposes of the Plan, compensation has a special meaning. Compensation is generally defined as your total compensation that is subject to income tax and paid to you by your Employer during the Plan Year. Adjustments to compensation. The following adjustments to compensation will be made:  overtime will be excluded.  compensation paid after you terminate is generally excluded for Plan purposes. However, the following amounts will be included in compensation even though they are paid after you terminate employment, provided these amounts would otherwise have been considered compensation as described above and provided they are paid within 2 1/2 months after you terminate employment, or if later, the last day of the Plan Year in which you terminate employment:  compensation for services performed during your regular working hours, or for services outside your regular working hours (such as overtime or shift differential) or other similar payments that would have been made to you had you continued employment  compensation paid for unused accrued bona fide sick, vacation or other leave, if such amounts would have been included in compensation if paid prior to your termination of employment and you would have been able to use the leave if employment had continued  Military Differential Pay (wage continuation payments) will be included 311 Item b. 3  nonqualified unfunded deferred compensation if the payment is includible in gross income and would have been paid to you had you continued employment Is there a limit on the amount of compensation which can be considered? The Plan, by law, cannot recognize annual compensation in excess of a certain dollar limit. The limit for the Plan Year beginning in 2024 is $345,000. After 2024, the dollar limit may increase for cost-of-living adjustments. Is there a limit on how much can be contributed to my account each year? Generally, the law imposes a maximum limit on the amount of contributions that may be made to your account and any other amounts allocated to any of your accounts during the Plan Year, excluding earnings. Beginning in 2024, this total cannot exceed the lesser of $69,000 or 100% of your annual compensation. After 2024, the dollar limit may increase for cost-of-living adjustments. How is the money in the Plan invested? The Trustee of the Plan has been designated to hold the assets of the Plan for the benefit of Plan participants and their beneficiaries in accordance with the terms of this Plan. The trust fund established by the Plan's Trustee will be the funding medium used for the accumulation of assets from which Plan benefits will be distributed. Participant directed investments. You will be able to direct the investment of your entire interest in the Plan. The Administrator will provide you with information on the investment choices available to you, the procedures for making investment elections, the frequency with which you can change your investment choices and other important information. You need to follow the procedures for making investment elections and you should carefully review the information provided to you before you give investment directions. If you do not direct the investment of your applicable Plan accounts, then your accounts will be invested in accordance with the default investment alternatives established under the Plan. Earnings or losses. When you direct investments, your accounts are segregated for purposes of determining the earnings or losses on these investments. Your account does not share in the investment performance of other participants who have directed their own investments. You should remember that the amount of your benefits under the Plan will depend in part upon your choice of investments. Gains as well as losses can occur and your Employer, the Administrator, and the Trustee will not provide investment advice or guarantee the performance of any investment you choose. Will Plan expenses be deducted from my account balance? Expenses allocated to all accounts. The Plan permits the payment of Plan expenses to be made from the Plan's assets. The method of allocating the expenses depends on the nature of the expense itself. For example, certain administrative (or recordkeeping) expenses would typically be allocated proportionately to each participant. If the Plan pays $1,000 in expenses and there are 100 participants, your account balance would be charged $10 ($1,000/100) of the expense. Terminated employee. After you terminate employment, your Employer reserves the right to charge your account for your pro rata share of the Plan's administration expenses, regardless of whether your Employer pays some of these expenses on behalf of current employees. Expenses allocated to individual accounts. There are certain other expenses that may be paid just from your account. These are expenses that are specifically incurred by, or attributable to, you. For example, if you are married and get divorced, the Plan may incur additional expenses if a court mandates that a portion of your account be paid to your ex-spouse. These additional expenses may be paid directly from your account (and not the accounts of other participants) because they are directly attributable to you under the Plan. The Administrator can inform you when there will be a charge (or charges) directly to your account. Your Employer may, from time to time, change the manner in which expenses are allocated. ARTICLE V VESTING What is my vested interest in my account? In order to reward employees who remain employed with the Employer for a long period of time, the law permits a "vesting schedule" to be applied to certain contributions that your Employer makes to the Plan. This means that you will not be entitled ("vested") in all of the contributions until you have been employed with the Employer for a specified period of time. 100% vested contributions. You are always 100% vested (which means that you are entitled to all of the amounts) in your accounts attributable to the following contributions:  nonelective contributions  contributions for unused sick leave and vacation leave 312 Item b. 4  rollover contributions ARTICLE VI DISTRIBUTIONS PRIOR TO TERMINATION Can I withdraw money from my account while working? In-service distributions. You may be entitled to receive an in-service distribution. However, this distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive at retirement. This distribution is made at your election and will be made in accordance with the forms of distributions available under the Plan. Conditions and Limitations. Generally you may receive a distribution from the Plan from certain accounts prior to your termination of employment provided you satisfy the condition described below:  you have attained age 70 1/2 The following limitations apply to in-service distributions from certain accounts:  You can receive no more than two (2) in-service distribution(s) during a Plan Year.  In-service distributions can only be made from accounts which are 100% vested. ARTICLE VII BENEFITS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT When can I get money out of the Plan? You may receive a distribution of the vested portion of some or all of your accounts in the Plan for the following reasons:  termination of employment for reasons other than death, disability or retirement  normal retirement  disability  death This Plan is designed to provide you with retirement benefits. However, distributions are permitted if you die or become disabled. In addition, certain payments are permitted when you terminate employment for any other reason. The rules under which you can receive a distribution are described in this Article. The rules regarding the payment of death benefits to your beneficiary are described in "Benefits and Distributions Upon Death." You may also receive distributions while you are still employed with the Employer. (See the Article entitled "Distributions Prior to Termination" for a further explanation.) Military Service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. There may also be benefits for employees who die or become disabled while on active duty. Employees who receive wage continuation payments while in the military may benefit from various changes in the law. If you think you may be affected by these rules, ask the Administrator for further details. Distributions for deemed severance of employment. If you are on active duty for more than 30 days, then the Plan generally treats you as having severed employment for distribution purposes. This means that you may request a distribution from the Plan. What happens if I terminate employment before death, disability or retirement? You may elect to have your vested account balance distributed to you as soon as administratively feasible following your termination of employment. However, if the value of your vested account balance does not exceed $1,000, then a distribution will be made to you regardless of whether you consent to receive it. (See the question entitled "How will my benefits be paid to me?" for additional information.) Treatment of rollovers for consent to distribution. In determining if the value of your vested account balance exceeds the $1,000 threshold described above used to determine whether you must consent to a distribution, your rollover account will be considered as part of your benefit. 313 Item b. 5 What happens if I terminate employment due to disability? Definition of disability. Under the Plan, disability is defined as A physical or mental impairment which is of such permanence and degree that a Participant is unable because of such impairment to perform any substantial gainful activity for which he/she is suited by virtue of his/her experience, training, or education and that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months or can be expected to result in death. The permanence and degree of such impairment shall be supported by medical evidence provided to the Employer. If the Employer maintains a long-term disability plan, the definition of Disability shall be the same as the definition of disability in the long-term disability plan.. Payment of benefits. If you become disabled while an employee, you will be entitled to your vested account balance under the Plan. Payment of your disability benefits will be made to you as if you had retired. However, if the value of your vested account balance does not exceed $1,000, then a distribution of your vested account balance will be made to you, regardless of whether you consent to receive it. (See the question entitled "How will my benefits be paid to me?" for an explanation of how these benefits will be paid.) How will my benefits be paid to me? Forms of distribution. If your vested account balance does not exceed $5,000, then your vested account balance may only be distributed to you in a single lump-sum payment. In determining whether your vested account balance exceeds the $5,000 threshold, "rollovers" (and any earnings allocable to "rollover" contributions) will be taken into account. In addition, if your vested account balance exceeds $1,000, you must consent to any distribution before it may be made. If your vested account balance exceeds $5,000, you may elect to receive a distribution of your vested account balance in:  a single lump-sum payment  installments over a period of not more than your assumed life expectancy (or the assumed life expectancies of you and your beneficiary)  Any other sequence as requested by the Participant Delaying distributions. You may delay the distribution of your vested account balance unless a distribution is required to be made, as explained earlier, because your vested account balance does not exceed $1,000. However, if you elect to delay the distribution of your vested account balance, there are rules that require that certain minimum distributions be made from the Plan. Distributions are required to begin not later than the April 1st following the later of the end of the year in which you reach age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) or retire. Medium of payment. Benefits under the Plan will generally be paid to you in cash only. ARTICLE VIII BENEFITS AND DISTRIBUTIONS UPON DEATH What happens if I die while working for the Employer? If you die while still employed by the Employer, then your vested account balance will be used to provide your beneficiary with a death benefit. Who is the beneficiary of my death benefit? Married Participant. If you are married at the time of your death, your spouse will be the beneficiary of the entire death benefit unless an election is made to change the beneficiary. IF YOU WISH TO DESIGNATE A BENEFICIARY OTHER THAN YOUR SPOUSE, YOUR SPOUSE (IF YOU ARE MARRIED) MUST IRREVOCABLY CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S CONSENT MUST BE IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN REPRESENTATIVE AND ACKNOWLEDGE THE SPECIFIC NONSPOUSE BENEFICIARY. If you are married and you change your designation, then your spouse must again consent to the change. In addition, you may elect a beneficiary other than your spouse without your spouse's consent if your spouse cannot be located. Unmarried Participant. If you are not married, you may designate a beneficiary on a form to be supplied to you by the Administrator. Divorce. If you have designated your spouse as your beneficiary for all or a part of your death benefit, then upon your divorce, the designation is no longer valid. This means that if you do not select a new beneficiary after your divorce, then you are treated as not having a beneficiary for that portion of the death benefit (unless you have remarried). 314 Item b. 6 No beneficiary designation. At the time of your death, if you have not designated a beneficiary or your beneficiary is also not alive, the death benefit will be paid in the following order of priority to: (a) your surviving spouse (b) your children, including adopted children in equal shares (and if a child is not living, that child's share will be distributed to that child's heirs) (c) your surviving parents, in equal shares (d) your estate How will the death benefit be paid to my beneficiary? Form of distribution. If the death benefit payable to a beneficiary does not exceed $5,000, then the benefit may only be paid as a lump-sum. If the death benefit exceeds $5,000, your beneficiary may elect to have the death benefit paid in:  a single lump-sum payment  installments over a period of not more than the assumed life expectancy of your beneficiary  Any other sequence as requested by the Participant When must the last payment be made to my beneficiary? The law generally restricts the ability of a retirement plan to be used as a method of retaining money for purposes of your death estate. Thus, there are rules that are designed to ensure that death benefits are distributable to beneficiaries within certain time periods. Regardless of the method of distribution selected, if your designated beneficiary is a person (rather than your estate or some trusts) then minimum distributions of your death benefit will begin by the end of the year following the year of your death ("1-year rule") and must be paid over a period not extending beyond your beneficiary's life expectancy. If your spouse is the beneficiary, then under the "1-year rule," the start of payments will be delayed until the year in which you would have attained age 70 1/2 (if you were born before July 1, 1949) or age 72 (if you were born after June 30, 1949) unless your spouse elects to begin distributions over his or her life expectancy before then. However, instead of the "1-year rule" your beneficiary may elect to have the entire death benefit paid by the end of the fifth year following the year of your death (the "5-year rule"). Generally, if your beneficiary is not a person, your entire death benefit must be paid under the "5-year rule." Since your spouse has certain rights to the death benefit, you should immediately report any change in your marital status to the Administrator. What happens if I'm a participant, terminate employment and die before receiving all my benefits? If you terminate employment with the Employer and subsequently die, your beneficiary will be entitled to your remaining interest in the Plan at the time of your death. ARTICLE IX TAX TREATMENT OF DISTRIBUTIONS What are my tax consequences when I receive a distribution from the Plan? Generally, you must include any Plan distribution in your taxable income in the year in which you receive the distribution. The tax treatment may also depend on your age when you receive the distribution. Certain distributions made to you when you are under age 59 1/2 could be subject to an additional 10% tax. Can I elect a rollover to reduce or defer tax on my distribution? Rollover or Direct Transfer. You may reduce, or defer entirely, the tax due on your distribution through use of one of the following methods: (a) 60-day rollover. The rollover of all or a portion of the distribution to an Individual Retirement Account or Annuity (IRA) or another employer retirement plan willing to accept the rollover. This will result in no tax being due until you begin withdrawing funds from the IRA or other qualified employer plan. The rollover of the distribution, however, MUST be made within strict time frames (normally, within 60 days after you receive your distribution). Under certain circumstances, all or a portion of a distribution may not qualify for this rollover treatment. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to roll over all or a portion of your distribution amount, then the direct transfer option described in paragraph (b) below would be the better choice. 315 Item b. 7 (b) Direct rollover. For most distributions, you may request that a direct transfer (sometimes referred to as a direct rollover) of all or a portion of a distribution be made to either an Individual Retirement Account or Annuity (IRA) or another employer retirement plan willing to accept the transfer. A direct transfer will result in no tax being due until you withdraw funds from the IRA or other employer plan. Like the rollover, under certain circumstances all or a portion of the amount to be distributed may not qualify for this direct transfer. If you elect to actually receive the distribution rather than request a direct transfer, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes. If you decide to directly transfer all or a portion of a distribution, you (and your spouse, if you are married) must first waive the annuity form of payment. (See the question entitled "How will my benefits be paid to me?" for a further explanation of this waiver requirement.) Tax Notice. WHENEVER YOU RECEIVE A DISTRIBUTION THAT IS AN ELIGIBLE ROLLOVER DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE. ARTICLE X PROTECTED BENEFITS AND CLAIMS PROCEDURES Are my benefits protected? As a general rule, your interest in your account, including your "vested interest," may not be alienated. This means that your interest may not be sold, used as collateral for a loan, given away or otherwise transferred. In addition, your creditors (other than the IRS) may not attach, garnish or otherwise interfere with your benefits under the Plan. Are there any exceptions to the general rule? There are three exceptions to this general rule. The Administrator must honor a "qualified domestic relations order." A "qualified domestic relations order" is defined as a decree or order issued by a court that obligates you to pay child support or alimony, or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, children or other dependents. If a qualified domestic relations order is received by the Administrator, all or a portion of your benefits may be used to satisfy that obligation. The Administrator will determine the validity of any domestic relations order received. You and your beneficiaries can obtain from the Administrator, without charge, a copy of the procedure used by the Administrator to determine whether a qualified domestic relations order is valid. The second exception applies if you are involved with the Plan's operation. If you are found liable for any action that adversely affects the Plan, the Administrator can offset your benefits by the amount that you are ordered or required by a court to pay the Plan. All or a portion of your benefits may be used to satisfy any such obligation to the Plan. The last exception applies to Federal tax levies and judgments. The Federal government is able to use your interest in the Plan to enforce a Federal tax levy and to collect a judgment resulting from an unpaid tax assessment. Can the Plan be amended? Your Employer has the right to amend the Plan at any time. In no event, however, will any amendment authorize or permit any part of the Plan assets to be used for purposes other than the exclusive benefit of participants or their beneficiaries. Additionally, no amendment will cause any reduction in the amount credited to your account. What happens if the Plan is discontinued or terminated? Although your Employer intends to maintain the Plan indefinitely, your Employer reserves the right to terminate the Plan at any time. Upon termination, no further contributions will be made to the Plan and all amounts credited to your accounts will continue to be 100% vested. Your Employer will direct the distribution of your accounts in a manner permitted by the Plan as soon as practicable. (See the question entitled "How will my benefits be paid to me?" for a further explanation.) You will be notified if the Plan is terminated. How do I submit a claim for Plan benefits? Benefits will generally be paid to you and your beneficiaries without the necessity for formal claims. Contact the Administrator if you are entitled to benefits or if you think an error has been made in determining your benefits. Any such request should be in writing. If the Administrator determines the claim is valid, then you will receive a statement describing the amount of benefit, the method or methods of payment, the timing of distributions and other information relevant to the payment of the benefit. What if my benefits are denied? Your request for Plan benefits will be considered a claim for Plan benefits, and it will be subject to a full and fair review. If your claim is wholly or partially denied, the Administrator will provide you with notification of the Plan's adverse determination. This written or electronic notification will be provided to you within a reasonable period of time. 316 Item b. 8 ARTICLE XI GENERAL INFORMATION ABOUT THE PLAN There is certain general information which you may need to know about the Plan. This information has been summarized for you in this Article. Plan Name The full name of the Plan is Town of Leesburg 401(a) Money Purchase Plan. Plan Effective Dates This Plan was originally effective on January 3, 2013. The amended and restated provisions of the Plan become effective on May 16, 2024. Other Plan Information Valuations of the Plan assets are generally made every business day. Certain distributions are based on the Anniversary Date of the Plan. This date is the last day of the Plan Year. The Plan's records are maintained on a twelve-month period of time. This is known as the Plan Year. The Plan Year begins on January 1st and ends on December 31st. Employer Information Your Employer's name, address and identification number are: Town of Leesburg 25 W. Market Street Leesburg, Virginia 20176 54-6001390 Administrator Information The Administrator is responsible for the day-to-day administration and operation of the Plan. For example, the Administrator maintains the Plan records, including your account information, provides you with the forms you need to complete for Plan participation, and directs the payment of your account at the appropriate time. The Administrator will also allow you to review the formal Plan document and certain other materials related to the Plan. If you have any questions about the Plan or your participation, you should contact the Administrator. The Administrator may designate other parties to perform some duties of the Administrator. The Administrator has the complete power, in its sole discretion, to determine all questions arising in connection with the administration, interpretation, and application of the Plan (and any related documents and underlying policies). Any such determination by the Administrator is conclusive and binding upon all persons. Your Administrator's name and contact information are: Town of Leesburg 25 W. Market Street Leesburg, Virginia 20176 (703) 771-2720 Plan Trustee Information and Plan Funding Medium All money that is contributed to the Plan is held in a trust fund. The Trustee is responsible for the safekeeping of the trust fund and must hold and invest Plan assets in a prudent manner and in the best interest of you and your beneficiaries. The trust fund established by the Plan's Trustee(s) will be the funding medium used for the accumulation of assets from which benefits will be distributed. While all the Plan assets are held in a trust fund, the Administrator separately accounts for each Participant's interest in the Plan. The Plan's Trustee is: Nationwide Trust Company, FSB 10 W. Nationwide Blvd. Columbus, Ohio 43218 Telephone: (614) 435-5885 317 Item b. 1 ADOPTING RESOLUTION The undersigned authorized representative of Town of Leesburg (the Employer) hereby certifies that the following resolution was duly adopted by the Employer on ____________________, and that such resolution has not been modified or rescinded as of the date hereof: RESOLVED, that the form of amended Plan and Trust effective May 16, 2024, presented to this meeting is hereby approved and adopted and that an authorized representative of the Employer is hereby authorized and directed to execute and deliver to the Administrator of the Plan one or more counterparts of the Plan. The undersigned further certifies that attached hereto are true copies of Town of Leesburg 401(a) Money Purchase Plan as amended and restated, and the Summary of Plan Provisions, which are hereby approved and adopted. Date: Signed: ___________________________________________ [print name/title] 318 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 1 ADOPTION AGREEMENT FOR NATIONWIDE FINANCIAL SERVICES, INC. NON-STANDARDIZED GOVERNMENTAL 401(a) PRE-APPROVED PLAN CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan. EMPLOYER INFORMATION (An amendment to the Adoption Agreement is not needed solely to reflect a change in this Employer Information Section.) 1. EMPLOYER'S NAME, ADDRESS, TELEPHONE NUMBER, TIN AND FISCAL YEAR Name: Town of Leesburg Address: 25 W. Market Street Street Leesburg Virginia 20176 City State Zip Telephone: (703) 771-2720 Taxpayer Identification Number (TIN): 54-6001390 Employer's Fiscal Year ends: June 30 2. TYPE OF GOVERNMENTAL ENTITY. This Plan may only be adopted a state or local governmental entity, or agency thereof, including an Indian tribal government and may not be adopted by any other entity, including a federal government and any agency or instrumentality thereof. a. [ ] State government or state agency b. [ ] County or county agency c. [X] Municipality or municipal agency d. [ ] Indian tribal government (see Note below) NOTE: An Indian tribal government may only adopt this Plan if such entity is defined under Code §7701(a)(40), is a subdivision of an Indian tribal government as determined in accordance with Code §7871(d), or is an agency or instrumentality of either, and all of the Participants under this Plan employed by such entity substantially perform services as an Employee in essential governmental functions and not in the performance of commercial activities (whether or not an essential government function). 3. PARTICIPATING EMPLOYERS (Plan Section 1.39). Will any other Employers adopt this Plan as Participating Employers? a. [X] No b. [ ] Yes MULTIPLE EMPLOYER PLAN (Plan Article XI). Will any Employers who are not Affiliated Employers adopt this Plan as part of a multiple employer plan (MEP) arrangement? c. [X] No d. [ ] Yes (Complete a Participation Agreement for each Participating Employer.) PLAN INFORMATION (An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in Question 9.) 4. PLAN NAME: Town of Leesburg 401(a) Money Purchase Plan 5. PLAN STATUS a. [ ] New Plan b. [X] Amendment and restatement of existing Plan CYCLE 3 RESTATEMENT (leave blank if not applicable) 1. [ ] This is an amendment and restatement to bring a plan into compliance with the legislative and regulatory changes set forth in IRS Notice 2017-37 (i.e., the 6-year pre-approved plan restatement cycle). 6. EFFECTIVE DATE (Plan Section 1.16) (complete a. if new plan; complete a. AND b. if an amendment and restatement) Initial Effective Date of Plan (except for restatements, cannot be earlier than the first day of the current Plan Year) a. January 3, 2013 (enter month day, year) (hereinafter called the "Effective Date" unless 6.b. is entered below) 319 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 2 Restatement Effective Date. If this is an amendment and restatement, the effective date of the restatement (hereinafter called the "Effective Date") is: b. May 16, 2024 (enter month day, year; NOTE: The restatement date may not be prior to the first day of the current Plan Year. Plan contains appropriate retroactive effective dates with respect to provisions for appropriate laws.) 7. PLAN YEAR (Plan Section 1.43) means, except as otherwise provided in d. below: a. [X] the calendar year b. [ ] the twelve-month period ending on (e.g., June 30th) SHORT PLAN YEAR (Plan Section 1.47). This is a Short Plan Year (if the effective date of participation is based on a Plan Year, then coordinate with Question 14): c. [X] N/A d. [ ] beginning on (enter month day, year; e.g., July 1, 2020) and ending on (enter month day, year). 8. VALUATION DATE (Plan Section 1.53) means: a. [X] every day that the Trustee (or Insurer), any transfer agent appointed by the Trustee (or Insurer) or the Employer, and any stock exchange used by such agent are open for business (daily valuation) b. [ ] the last day of each Plan Year c. [ ] the last day of each Plan Year quarter d. [ ] other (specify day or days): (must be at least once each Plan Year) NOTE: The Plan always permits interim valuations. 9. ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER (If none is named, the Employer will be the Administrator (Plan Section 1.2).) a. [X] Employer (use Employer address and telephone number) b. [ ] The Committee appointed by the Employer (use Employer address and telephone number) c. [ ] Other: Name: Address: Street City State Zip Telephone: 10. TYPE OF PLAN (select one) a. [ ] Profit Sharing Plan. b [X] Money Purchase Pension Plan. 11. CONTRIBUTION TYPES The selections made below must correspond with the selections made under the Contributions and Allocations Section of this Adoption Agreement. FROZEN PLAN OR CONTRIBUTIONS HAVE BEEN SUSPENDED (Plan Section 4.1(c)) (optional) a. [ ] This is a frozen Plan (i.e., all contributions cease) (if this is a temporary suspension, select a.2): 1. [ ] All contributions ceased as of, or prior to, the effective date of this amendment and restatement and the prior Plan provisions are not reflected in this Adoption Agreement (may enter effective date at 3. below and/or select prior contributions at g. - j. (optional), skip questions 12-18 and 22-30) 2. [ ] All contributions ceased or were suspended and the prior Plan provisions are reflected in this Adoption Agreement (must enter effective date at 3. below and select contributions at b. - f.) Effective date 3. [ ] as of (effective date is optional unless a.2. has been selected above or this is the amendment or restatement to freeze the Plan). CURRENT CONTRIBUTIONS The Plan permits the following contributions (select one or more): b. [X] Employer contributions other than matching (Questions 24-25) 1. [ ] This Plan qualifies as a Social Security Replacement Plan (Question 24.e. must be selected) c. [ ] Employer matching contributions (Questions 26-28) d. [ ] Mandatory Employee contributions (Question 30) 320 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 3 e. [ ] After-tax voluntary Employee contributions f. [X] Rollover contributions (Question 36) PRIOR CONTRIBUTIONS The Plan used to permit, but no longer does, the following contributions (choose all that apply, if any): g. [ ] Employer matching contributions h. [ ] Employer contributions other than matching contributions i. [ ] Rollover contributions j. [ ] After-tax voluntary Employee contributions ELIGIBILITY REQUIREMENTS 12. ELIGIBLE EMPLOYEES (Plan Section 1.17) means all Employees (including Leased Employees) EXCEPT those Employees who are excluded below or elsewhere in the Plan: (select a. or b.) a. [ ] No excluded Employees. There are no additional excluded Employees under the Plan (skip to Question 13). b. [X] Exclusions. The following Employees are not Eligible Employees for Plan purposes (select one or more): 1. [ ] Union Employees (as defined in Plan Section 1.17) 2. [ ] Nonresident aliens (as defined in Plan Section 1.17) 3. [ ] Leased Employees (Plan Section 1.29) 4. [ ] Part-time Employees. A part-time Employee is an Employee whose regularly scheduled service is less than Hours of Service in the relevant eligibility computation period (as defined in Plan Section 1.55). 5. [ ] Temporary Employees. A temporary Employee is an Employee who is categorized as a temporary Employee on the Employer’s payroll records. 6. [ ] Seasonal Employees. A seasonal Employee is an Employee who is categorized as a seasonal Employee on the Employer’s payroll records. 7. [X] Other: Any Employee not classified as the Town Manager (must be definitely determinable under Regulation §1.401-1(b). Exclusions may be employment title specific but may not be by individual name) NOTE: If option 4. - 6. (part-time, temporary and/or seasonal exclusions) is selected, when any such excluded Employee actually completes 1 Year of Service, then such Employee will no longer be part of this excluded class. For this purpose, the Hours of Service method will be used for the 1 Year of Service override regardless of any contrary selection at Question 16. 13. CONDITIONS OF ELIGIBILITY (Plan Section 3.1) a. [X] No age and service required. No age and service required for all Contribution Types (skip to Question 14). b. [ ] Eligibility. An Eligible Employee will be eligible to participate in the Plan upon satisfaction of the following (complete c. and d., select e. and f. if applicable): Eligibility Requirements c. [ ] Age Requirement 1. [ ] No age requirement 2. [ ] Age 20 1/2 3. [ ] Age 21 4. [ ] Age (may not exceed 26) d. [ ] Service Requirement 1. [ ] No service requirement 2. [ ] (not to exceed 60) months of service (elapsed time) 3. [ ] 1 Year of Service 4. [ ] (not to exceed 5) Years of Service 5. [ ] consecutive month period from the Eligible Employee's employment commencement date and during which at least Hours of Service are completed. 6. [ ] consecutive months of employment. 7. [ ] Other: (e.g., date on which 1,000 Hours of Service is completed within the computation period) (must satisfy the Notes below) NOTE: If c.4. or d.7. is selected, the condition must be an age or service requirement that is definitely determinable and may not exceed age 26 and may not exceed 5 Years of Service. NOTE: Year of Service means Period of Service if the elapsed time method is chosen. Waiver of conditions. The service and/or age requirements specified above will be waived in accordance with the following (leave blank if there are no waivers of conditions): e. [ ] If employed on the following requirements, and the entry date requirement, will be waived. The waiver applies to any Eligible Employee unless 3. selected below. Such Employees will enter the Plan as of such date (select 1. and/or 2. AND 3. if applicable): 1. [ ] service requirement (may let part-time Eligible Employees into the Plan) 2. [ ] age requirement 3. [ ] waiver is for: 321 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 4 Amendment or restatement to change eligibility requirements f. [ ] This amendment or restatement (or a prior amendment and restatement) modified the eligibility requirements and the prior eligibility conditions continue to apply to the Eligible Employees specified below. If this option is NOT selected, then all Eligible Employees must satisfy the eligibility conditions set forth above. 1. [ ] The eligibility conditions above only apply to Eligible Employees who were not Participants as of the effective date of the modification. 2. [ ] The eligibility conditions above only apply to individuals who were hired on or after the effective date of the modification. 14. EFFECTIVE DATE OF PARTICIPATION (ENTRY DATE) (Plan Section 3.2) An Eligible Employee who has satisfied the eligibility requirements will become a Participant in the Plan as of the: a. [ ] date such requirements are met b. [ ] first day of the month coinciding with or next following the date on which such requirements are met c. [ ] first day of the Plan Year quarter coinciding with or next following the date on which such requirements are met d. [ ] earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date on which such requirements are met e. [ ] first day of the Plan Year coinciding with or next following the date on which such requirements are met f. [ ] first day of the Plan Year in which such requirements are met g. [ ] first day of the Plan Year in which such requirements are met, if such requirements are met in the first 6 months of the Plan Year, or as of the first day of the next succeeding Plan Year if such requirements are met in the last 6 months of the Plan Year. h. [X] other: First payroll after meeting eligibility (must be definitely determinable) SERVICE 15. RECOGNITION OF SERVICE WITH OTHER EMPLOYERS (Plan Sections 1.40 and 1.55) a. [X] No service with other employers is recognized except as otherwise required by law (e.g., the Plan already provides for the recognition of service with Employers who have adopted this Plan as well as service with Affiliated Employers and predecessor Employers who maintained this Plan; skip to Question 16). b. [ ] Service with the designated employers is recognized as follows (select c. – e. and one or more of columns 1. - 3.; chose other options as applicable) (if more than 3 employers, attach an addendum to the Adoption Agreement or complete option h. under Section B of Appendix A): 1. 2. 3. Contribution Other Employer Eligibility Vesting Allocation c. [ ] Employer name: [ ] [ ] [ ] d. [ ] Employer name: [ ] [ ] [ ] e. [ ] Employer name: [ ] [ ] [ ] Limitations f. [ ] The following provisions or limitations apply with respect to the [ ] [ ] [ ] recognition of prior service: (e.g., credit service with X only on/following 1/1/19) g. [ ] The following provisions or limitations apply with respect to the recognition of service with other employers: (e.g., credit service with X only on/following 1/1/19 or credit all service with entities the Employer acquires after 12/31/18) NOTE: If the other Employer(s) maintained this qualified Plan, then Years (and/or Periods) of Service with such Employer(s) must be recognized pursuant to Plan Sections 1.40 and 1.55 regardless of any selections above. 16. SERVICE CREDITING METHOD (Plan Sections 1.40 and 1.55) NOTE: If any Plan provision is based on a Year of Service, then the provisions set forth in the definition of Year of Service in Plan Section 1.55 will apply, including the following defaults, except as otherwise elected below: 1. A Year of Service means completion of at least 1,000 Hours of Service during the applicable computation period. 2. Hours of Service (Plan Section 1.24) will be based on actual Hours of Service except that for Employees for whom records of actual Hours of Service are not maintained or available (e.g., salaried Employees), the monthly equivalency will be used. 322 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 5 3. For eligibility purposes, the computation period will be as defined in Plan Section 1.55 (i.e., shift to the Plan Year if the eligibility condition is one (1) Year of Service or less). 4. For vesting, allocation, and distribution purposes, the computation period will be the Plan Year. 5. Upon an Employee's rehire, all prior service with the Employer is taken into account for all purposes. a. [X] Elapsed time method. (Period of Service applies instead of Year of Service) Instead of Hours of Service, elapsed time will be used for: 1. [X] all purposes (skip to Question 17) 2. [ ] the following purposes (select one or more): a. [ ] eligibility to participate b. [ ] vesting c. [ ] allocations, distributions and contributions b. [ ] Alternative definitions for the Hours of Service method. Instead of the defaults, the following alternatives will apply for the Hours of Service method (select one or more): 1. [ ] Eligibility computation period. Instead of shifting to the Plan Year, the eligibility computation period after the initial eligibility computation period will be based on each anniversary of the date the Employee first completes an Hour of Service 2. [ ] Vesting computation period. Instead of the Plan Year, the vesting computation period will be the date an Employee first performs an Hour of Service and each anniversary thereof. 3. [ ] Equivalency method. Instead of using actual Hours of Service, an equivalency method will be used to determine Hours of Service for: a. [ ] all purposes b. [ ] the following purposes (select one or more): 1. [ ] eligibility to participate 2. [ ] vesting 3. [ ] allocations, distribution and contributions Such method will apply to: c. [ ] all Employees d. [ ] Employees for whom records of actual Hours of Service are not maintained or available (e.g., salaried Employees) e. [ ] other: (e.g., per-diem Employees only) Hours of Service will be determined on the basis of: f. [ ] days worked (10 hours per day) g. [ ] weeks worked (45 hours per week) h. [ ] semi-monthly payroll periods worked (95 hours per semi-monthly pay period) i. [ ] months worked (190 hours per month) j. [ ] bi-weekly payroll periods worked (90 hours per bi-weekly pay period) k. [ ] other: (e.g., option f. is used for per-diem Employees and option g. is used for on-call Employees). 4. [ ] Number of Hours of Service required. Instead of 1,000 Hours of Service, Year of Service means the applicable computation period during which an Employee has completed at least (not to exceed 1,000) Hours of Service for: a. [ ] all purposes b. [ ] the following purposes (select one or more): 1. [ ] eligibility to participate 2. [ ] vesting 3. [ ] allocations, distributions and contributions c. [ ] Alternative for counting all prior service. Instead of the default which recognizes all prior service for rehired Employees, the Plan will not recognize prior service and rehired Employee are treated as new hires for the following purposes: (select one) 1. [ ] all purposes 2. [ ] the following purposes (select one or more): a. [ ] eligibility to participate b. [ ] vesting c. [ ] sharing in allocations or contributions 323 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 6 d. [ ] Other service crediting provisions: (must be definitely determinable; e.g., for vesting a Year of Service is based on 1,000 Hours of Service but for eligibility a Year of Service is based on 900 Hours of Service.) NOTE: Must not list more than 1,000 hours in this Section. This servicing credit provision will be used for: 1. [ ] All purposes 2. [ ] The following purposes (select one or more): a. [ ] eligibility to participate b. [ ] vesting c. [ ] allocations, distributions and contributions VESTING 17. VESTING OF PARTICIPANT'S INTEREST – EMPLOYER CONTRIBUTIONS (Plan Section 6.4(b)) a. [ ] N/A (no Employer contributions; skip to Question 19) b. [X] The vesting provisions selected below apply. Section B of Appendix A can be used to specify any exceptions to the provisions below. NOTE: The Plan provides that contributions for converted sick leave and/or vacation leave are fully Vested. Vesting for Employer contributions other than matching contributions c. [ ] N/A (no Employer contributions (other than matching contributions); skip to f.) d. [X] 100% vesting. Participants are 100% Vested in Employer contributions (other than matching contributions) upon entering Plan. e. [ ] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to Employer contributions (other than matching contributions): 1. [ ] 6 Year Graded: 0-1 year-0%; 2 years-20%; 3 years-40%; 4 years-60%; 5 years-80%; 6 years-100% 2. [ ] 4 Year Graded: 1 year-25%; 2 years-50%; 3 years-75%; 4 years-100% 3. [ ] 5 Year Graded: 1 year-20%; 2 years-40%; 3 years-60%; 4 years-80%; 5 years-100% 4. [ ] Cliff: 100% vesting after (not to exceed 15) years 5. [ ] Other graded vesting schedule (must provide for full vesting no later than 15 years of service; add additional lines as necessary) Years (or Periods) of Service Percentage % % % % % % % % % % Vesting for Employer matching contributions f. [X] N/A (no Employer matching contributions) g. [ ] The schedule above will also apply to Employer matching contributions. h. [ ] 100% vesting. Participants are 100% Vested in Employer matching contributions upon entering Plan. i. [ ] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to Employer matching contributions: 1. [ ] 6 Year Graded: 0-1 year-0%; 2 years-20%; 3 years-40%; 4 years-60%; 5 years-80%; 6 years-100% 2. [ ] 4 Year Graded: 1 year-25%; 2 years-50%; 3 years-75%; 4 years-100% 3. [ ] 5 Year Graded: 1 year-20%; 2 years-40%; 3 years-60%; 4 years-80%; 5 years-100% 4. [ ] Cliff: 100% vesting after (not to exceed 15) years 5. [ ] Other graded vesting schedule (must provide for full vesting no later than 15 years of service; add additional lines as necessary) 324 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 7 Years (or Periods) of Service Percentage % % % % % % % % % % NOTE: If any Part-time/Seasonal/Temporary Employees who are not covered under Social Security are participating in this Plan as a Social Security Replacement Plan, any contributions used to satisfy the minimum contribution requirements of Question 24.e. will be 100% vested. 18. VESTING OPTIONS Excluded vesting service. The following Years of Service will be disregarded for vesting purposes (select all that apply; leave blank if none apply): a. [ ] Service prior to the initial Effective Date of the Plan or a predecessor plan (as defined in Regulations §1.411(a)-5(b)(3)) b. [ ] Service prior to the computation period in which an Employee has attained age . c. [ ] Service during a period for which an Employee did not make mandatory Employee contributions. Vesting for death, Total And Permanent Disability and Early/Normal Retirement. Regardless of the vesting schedule, a Participant will become fully Vested upon (select all that apply; leave blank if none apply): d. [ ] Death e. [ ] Total and Permanent Disability f. [ ] Early Retirement Date g. [ ] Normal Retirement Age RETIREMENT AGES 19. NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.33) means: 19 This Question 19 and Question 20 may be skipped if the Plan does not base any benefits, distributions or other features on Normal Retirement Age. a. [ ] Specific age. The date a Participant attains age b. [ ] Age/participation. The later of the date a Participant attains age or the anniversary of the first day of the Plan Year in which participation in the Plan commenced c. [ ] Other: (must be definitely determinable) NOTE: If this is a Money Purchase Pension Plan and in-service distributions at Normal Retirement Age are permitted, then the Normal Retirement Age cannot be less than age 62, or age 50 if substantially all Participants are qualified public safety employees (as defined in Code §72(t)(1)). The "substantially all" requirement for qualified public safety employees will no longer be a requirement as of the effective date of the final regulations once they are issued & effective. If an age less than 62 is inserted (unless the age 50 safe harbor is applicable for a qualified public safety employee), no reliance will be afforded on the Opinion Letter issued to the Plan that such age is reasonably representative of the typical retirement age for the industry in which the Participants works. Effective for Employees hired during Plan Years beginning on or after the later of (1) January 1, 2015, or (2) the close of the first legislative session of the legislative body with the authority to amend the plan that begins on or after the date that is three (3) months after the final regulations are published in the Federal Register, an NRA of less than age 62 must comply with the final regulations under §401(a). Qualified public safety employees. Normal Retirement Age for public safety employees (as defined in Code §72(t)(1)) (leave blank if not applicable) d. [ ] Age (may not be less than 50 for a Money Purchase Pension Plan or 40 for a Profit Sharing Plan) 20. NORMAL RETIREMENT DATE (Plan Section 1.34) means, with respect to any Participant, the: a. [ ] date on which the Participant attains "NRA" b. [ ] first day of the month coinciding with or next following the Participant's "NRA" c. [ ] first day of the month nearest the Participant's "NRA" d. [ ] Anniversary Date coinciding with or next following the Participant's "NRA" e. [ ] Anniversary Date nearest the Participant's "NRA" f. [ ] Other: (e.g., first day of the month following the Participant's "NRA"). 325 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 8 21. EARLY RETIREMENT DATE (Plan Section 1.15) a. [X] N/A (no early retirement provision provided) b. [ ] Early Retirement Date means the: 1. [ ] date on which a Participant satisfies the early retirement requirements 2. [ ] first day of the month coinciding with or next following the date on which a Participant satisfies the early retirement requirements 3. [ ] Anniversary Date coinciding with or next following the date on which a Participant satisfies the early retirement requirements Early retirement requirements 4. [ ] Participant attains age AND, completes.... (leave blank if not applicable) a. [ ] at least Years (or Periods) of Service for vesting purposes b. [ ] at least Years (or Periods) of Service for eligibility purposes c. [ ] Early Retirement Date means: (must be definitely determinable) COMPENSATION 22. COMPENSATION with respect to any Participant is defined as follows (Plan Sections 1.10 and 1.23). Base definition a. [X] Wages, tips and other compensation on Form W-2 b. [ ] Code §3401(a) wages (wages for withholding purposes) c. [ ] 415 safe harbor compensation NOTE: Plan Section 1.10(c) provides that the base definition of Compensation includes deferrals that are not included in income due to Code §§401(k), 125, 132(f)(4), 403(b), 402(h)(1)(B)(SEP), 414(h)(2), & 457. Determination period. Compensation will be based on the following "determination period" (this will also be the Limitation Year unless otherwise elected at option f. under Section B of Appendix A): d. [X] the Plan Year e. [ ] the Fiscal Year coinciding with or ending within the Plan Year f. [ ] the calendar year coinciding with or ending within the Plan Year Adjustments to Compensation (for Plan Section 1.10). Compensation will be adjusted by: g. [ ] No adjustments (skip to Question 23. below) h. [X] Adjustments. Compensation will be adjusted by (select all that apply): 1. [ ] excluding salary reductions (401(k), 125, 132(f)(4), 403(b), SEP, 414(h)(2) pickup, & 457) 2. [ ] excluding reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation (other than deferrals specified in 1. above) and welfare benefits. 3. [ ] excluding Compensation paid during the "determination period" while not a Participant in the Plan. 4. [ ] excluding Military Differential Pay 5. [X] excluding overtime 6. [ ] excluding bonuses 7. [ ] other: (e.g., describe Compensation from the elections available above or a combination thereof as to a Participant group (e.g., no exclusions as to Division A Employees and exclude bonuses as to Division B Employees); and/or describe another exclusion (e.g., exclude shift differential pay)). 23. POST-SEVERANCE COMPENSATION (415 REGULATIONS) 415 Compensation (post-severance compensation adjustments) (select all that apply at a.; leave blank if none apply) NOTE: Unless otherwise elected under a. below, the following defaults apply: 415 Compensation will include (to the extent provided in Plan Section 1.23), post-severance regular pay, leave cash-outs and payments from nonqualified unfunded deferred compensation plans. a. [ ] The defaults listed above apply except for the following (select one or more): 1. [ ] Leave cash-outs will be excluded 2. [ ] Nonqualified unfunded deferred compensation will be excluded 3. [ ] Disability continuation payments will be included for all Participants and the salary continuation will continue for the following fixed or determinable period: 4. [ ] Other: (must be definitely determinable) Plan Compensation (post-severance compensation adjustments) b. [ ] Defaults apply. Compensation will include (to the extent provided in Plan Section 1.10 and to the extent such amounts would be included in Compensation if paid prior to severance of employment) post-severance regular pay, leave cash-outs, and payments from nonqualified unfunded deferred compensation plans. (skip to Question 24) c. [ ] Exclude all post-severance compensation. Exclude all post-severance compensation for allocation purposes. d. [X] Post-severance adjustments. The defaults listed at b. apply except for the following (select one or more): 1. [ ] Exclude all post-severance compensation 326 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 9 2. [ ] Regular pay will be excluded 3. [ ] Leave cash-outs will be excluded 4. [ ] Nonqualified unfunded deferred compensation will be excluded 5. [X] Military Differential Pay will be included 6. [ ] Disability continuation payments will be included for all Participants and the salary continuation will continue for the following fixed or determinable period: e. [ ] Other: (must be definitely determinable) CONTRIBUTIONS AND ALLOCATIONS 24. EMPLOYER CONTRIBUTIONS (OTHER THAN MATCHING CONTRIBUTIONS) (Plan Section 4.1(b)(3)) (skip to Question 26 if Employer contributions are NOT selected at Question 11.b.) CONTRIBUTION FORMULA (select one or more of the following contribution formulas:) a. [ ] Discretionary contribution (no groups). (may not be elected if this Plan is a Money Purchase Pension Plan) The Employer may make a discretionary contribution, to be determined by the Employer. Any such contribution will be allocated to each Participant eligible to share in allocations in the same ratio as each Participant's Compensation bears to the total of such Compensation of all Participants. b. [ ] Discretionary contribution (Grouping method). (may not be elected if this Plan is a Money Purchase Pension Plan) The Employer may designate a discretionary contribution to be made on behalf of each Participant group selected below (only select 1. or 2.). The groups must be clearly defined in a manner that will not violate the definite predetermined allocation formula requirement of Regulation §1.401-1(b)(1)(ii). The Employer must notify the Trustee in writing of the amount of the Employer Contribution being given to each group. 1. [ ] Each Participant constitutes a separate classification. 2. [ ] Participants will be divided into the following classifications with the allocation methods indicated under each classification. Definition of classifications. Define each classification and specify the method of allocating the contribution among members of each classification. Classifications specified below must be clearly defined in a manner that will not violate the definitely determinable allocation requirement of Regulation §1.401-1(b)(1)(ii). Classification A will consist of The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita) Classification B will consist of The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita) Classification C will consist of The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita) Classification D will consist of The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita) Additional Classifications: (specify the classifications and which of the above allocation methods (pro rata or per capita) will be used for each classification). NOTE: If more than four (4) classifications, the additional classifications and allocation methods may be attached as an addendum to the Adoption Agreement or may be entered under Additional Classifications above. Determination of applicable group. If a Participant shifts from one classification to another during a Plan Year, then unless selected below, the Participant is in a classification based on the Participant's status as of the last day of the Plan Year, or if earlier, the date of termination of employment. If selected below, the Administrator will apportion the Participant's allocation during a Plan Year based on the following: a. [ ] Beginning of Plan Year. The classification will be based on the Participant's status as of the beginning of the Plan Year. b. [ ] Months in each classification. Pro rata based on the number of months the Participant spent in each classification. c. [ ] Days in each classification. Pro rata based on the number of days the Participant spent in each classification. d. [ ] One classification only. The Employer will direct the Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs. c. [X] Fixed contribution equal to (only select one): 1. [ ] % of each Participant's Compensation for each: a. [ ] Plan Year b. [ ] calendar quarter c. [ ] month 327 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 10 d. [ ] pay period e. [ ] week 2. [ ] $ per Participant. 3. [ ] $ per Hour of Service worked while an Eligible Employee a. [ ] up to hours (leave blank if no limit) 4. [X] other: Employer contribution may be negotiated between the Town Manager and Town Council upon contract renewal on an annual basis (the formula described must satisfy the definitely determinable requirement under Regulation §1.401-1(b)) NOTE: Under Question 24.c.4., the Employer may only describe the allocation of Nonelective Contributions from the elections available under Question 24.c of this Adoption Agreement and/or a combination thereof as to a Participant group (e.g., a monthly contribution applies to Group A). d. [X] Sick leave/vacation leave conversion. The Employer will contribute an amount equal to an Employee's current hourly rate of pay multiplied by the Participant's number of unused accumulated sick leave and/or vacation days (as selected below). Only unpaid sick and vacation leave for which the Employee has no right to receive in cash may be included. In no event will the Employer's contribution for the Plan Year exceed the maximum contribution permitted under Code §415(c). The following may be converted under the Plan: (select one or both): 1. [X] Sick leave 2. [X] Vacation leave Eligible Employees. Only the following Participants shall receive the Employer contribution for sick leave and/or vacation leave (select 3. and/or 4; leave blank if no limitations provided, however, that this Plan may not be used to only provide benefits for terminated Employees) 3. [X] Former Employees. All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions): a. [ ] The Former Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours 4. [ ] Active Employees. Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions): a. [ ] The Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours e. [ ] Social Security Replacement Plan. Except as provided below, the Employer will contribute an amount equal to 7.5% of each eligible Participant's Compensation for the entire Plan Year, reduced by mandatory Employee contributions that are picked-up under Code §414(h) and Employer contributions to this Plan actually contributed to the Participant's Account during such Plan Year. (may only be selected if Question 11.b.1. has also been selected) AND, only the following Employees will NOT be eligible for the Social Security Replacement Plan contribution: (select all that apply) 1. [ ] Part-time Employees who are not otherwise covered by another qualifying public retirement system as defined for purposes of Regulation §31.3121(b)(7)-2. A part-time Employee is an Employee whose regularly scheduled service is less than Hours of Service in the relevant eligibility computation period (as defined in Plan Section 1.55). 2. [ ] Seasonal Employees who are not otherwise covered by another qualifying public retirement system as defined for purposes of Regulation §31.3121(b)(7)-2. A seasonal Employee is an Employee who is categorized as a seasonal Employee on the Employer’s payroll records. 3. [ ] Temporary Employees who are not otherwise covered by another qualifying public retirement system as defined for purposes of Regulation §31.3121(b)(7)-2. A temporary Employee is an Employee who is categorized as a temporary Employee on the Employer’s payroll records. 4. [ ] Employees in elective positions (filled by an election, which may be by legislative body, board or committee, or by a jurisdiction’s qualified electorate) 5. [ ] Other: (any other group of Employees that is definitely determinable and not eligible for the Social Security Replacement Plan contribution). The minimum contribution of 7.5% stated above will be satisfied by: a. [ ] the Employee only (specify the contribution at the mandatory Employee contributions Question 30) b. [ ] the Employer only c. [ ] both the Employee and the Employer. The Employee shall contribute the amount specified in Question 30 for mandatory Employee contributions) and the Employer shall contribute % of each eligible Participant's Compensation. NOTE: If a. or c. above is selected, then the mandatory Employee contribution must be picked-up by the 328 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 11 Employer at Question 30. Also, if b. or c. above is selected, then the allocation conditions in Question 25 below do not apply to the Employer contribution made pursuant to this provision. f. [ ] Other: (the formula described must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and if this is a Money Purchase Pension, it must not be a discretionary contribution formula). NOTE: Under Question 24.f., the Employer may only describe the allocation of Nonelective Contributions from the elections available under Question 24 and/or a combination thereof as to a Participant group or contribution type (e.g., pro rata allocation applies to Group A; contributions to other Employees will be allocated in accordance with the classifications allocation provisions of Plan Section 4.3 with each Participant constituting a separate classification). 25. ALLOCATION CONDITIONS (Plan Section 4.3). If 24.a., b., c., or f. is selected above, indicate requirements to share in allocations of Employer contributions (select a. OR b. and all that apply at c. - e.) a. [X] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or employment status on the last day of the Plan Year (skip to Question 26). b. [ ] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below) Conditions for Participants NOT employed on the last day of the Plan Year 1. [ ] A Participant must complete at least (not to exceed 500) Hours of Service if the actual hours/equivalency method is selected (or at least (not to exceed 3) months of service if the elapsed time method is selected). 2. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected). 3. [ ] Participants will NOT share in the allocations, regardless of service. 4. [ ] Participants will share in the allocations, regardless of service. 5. [ ] Other: (must be definitely determinable and not subject to Employer discretion) Conditions for Participants employed on the last day of the Plan Year 6. [ ] No service requirement. 7. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected). 8. [ ] A Participant must complete at least Hours of Service during the Plan Year. 9. [ ] Other: (must be definitely determinable and not subject to Employer discretion) Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.1., 2., 3., or 5. above is selected, Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to share in the allocations regardless of the above conditions (select all that apply; leave blank if none apply): c. [ ] Death d. [ ] Total and Permanent Disability e. [ ] Termination of employment on or after Normal Retirement Age 1. [ ] or Early Retirement Date 26. EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 4.1(b)(2) and Plan Section 4.12). (skip to Question 29 if matching contributions are NOT selected at Question 11.c.) The Employer will (or may with respect to any discretionary contribution) make the following matching contributions: A. Employee contributions taken into account. For purposes of applying the matching contribution provisions below, the following amounts are being matched (hereafter referred to as "matched Employee contributions" (select one or more): a. [ ] Elective deferrals to a 457 plan. Enter Plan name(s): b. [ ] Elective deferrals to a 403(b) plan. Enter Plan name(s): c. [ ] Voluntary Employee Contributions d. [ ] Other: (specify amounts that are matched under this Plan and are provided for within this Adoption Agreement) B. Matching Formula. (select one) e. [ ] Fixed - uniform rate/amount. The Employer will make matching contributions equal to % (e.g., 50) of the Participant's "matched Employee contributions" 1. [ ] that do not exceed % of a Participant's Compensation (leave blank if no limit) Additional matching contribution (choose 2. if applicable): 2. [ ] plus an additional matching contribution of a discretionary percentage determined by the Employer, a. [ ] but not to exceed % of Compensation. Such contribution is subject to the Instructions and Notice requirement of Section 4.12. 329 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 12 f. [ ] Fixed - tiered. The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's "matched Employee contributions", determined as follows: NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate $ or %) First % Next % Next % Next % g. [ ] Fixed - Years of Service. The Employer will make matching contributions equal to a uniform percentage of each Participant's "matched Employee contributions" based on the Participant's Years of Service (or Periods of Service if the elapsed time method is selected), determined as follows (add additional tiers if necessary): Years (or Periods) of Service Matching Percentage % % % For purposes of the above matching contribution formula, a Year (or Period) of Service means a Year (or Period) of Service for: 1. [ ] vesting purposes 2. [ ] eligibility purposes h. [ ] Flexible Discretionary Match. (may not be elected if this Plan is a Money Purchase Pension Plan) "Flexible Discretionary Match" means a Matching Contribution which the Employer in its sole discretion elects to make to the Plan. Except as specified below, the Employer retains discretion over the formula or formulas for allocating the Flexible Discretionary Match, including the Discretionary Matching Contribution rate or amount, the limit(s) on Elective Deferrals or Employee Contributions subject to match, the per Participant match allocation limit(s), the Participants or categories of Participants who will receive the allocation, and the time period applicable to any matching formula(s) (collectively, the "Flexible Discretionary Matching Formula"), except as the Employer otherwise elects in its Adoption Agreement. Such contributions will be subject to the Instructions and Notice requirement of Section 4.12, reproduced below, unless the Employer elects to use a "Rigid Discretionary Match" in Election 26.B.h.1. below. The discretionary matching contribution under this Question 26.B.h. is a "Flexible Discretionary Match" unless the Employer elects to use a "Rigid Discretionary Match." (Choose 1. if applicable.) 1. [ ] Rigid Discretionary Match. A "Rigid Discretionary Match" means a Matching Contribution which the Employer in its sole discretion elects to make to the Plan. Such discretion will only pertain to the amount of the annual contribution. The Employer must select the allocation method for this Contribution by selecting among those Adoption Agreement options which confer no Employer Discretion regarding the allocation of such discretionary amount, for example, the limit(s) on Elective Deferrals or Employee Contributions subject to match, the per Participant match allocation limit(s), the Participants who will receive the allocation, and the time period applicable to any matching formula(s). This "Rigid Discretionary Match" is not subject to the Instructions and Notice requirement of Section 4.12. Section 4.12 provides: INSTRUCTIONS TO ADMINISTRATOR AND NOTIFICATION TO PARTICIPANTS. For Plan Years beginning after the end of the Plan Year in which this document is first adopted, if a "Flexible Discretionary Match" contribution formula applies (i.e., a formula that provides an Employer with discretion regarding how to allocate a matching contribution to Participants) and the Employer makes a "Flexible Discretionary Match" to the Plan, the Employer must provide the Plan Administrator or Trustee written instructions describing (1) how the "Flexible Discretionary Match" formula will be allocated to Participants (e.g., a uniform percentage of Elective Deferrals or a flat dollar amount), (2) the computation period(s) to which the "Flexible Discretionary Match" formula applies, and (3) if applicable, a description of each business location or business classification subject to separate "Flexible Discretionary Match" allocation formulas. Such instructions must be provided no later than the date on which the "Flexible Discretionary Match" is made to the Plan. A summary of these instructions must be communicated to Participants who receive an allocation of the "Flexible Discretionary Match" no later than 60 days following the date on which the last "Flexible Discretionary Match" contribution is made to the Plan for the Plan Year. i. [ ] Discretionary - tiered. (may not be elected if this Plan is a Money Purchase Pension Plan) The Employer may make matching contributions equal to a discretionary percentage of a Participant's "matched Employee contributions," to be determined by the Employer, of each tier, to be determined by the Employer. Such discretion will only pertain to the 330 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 13 amount of the contribution. The tiers may be based on the rate of a Participant's "matched Employee contributions" or Years of Service. Such contribution is subject to the Instructions and Notice requirement of Section 4.12. NOTE:Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate $ or %) First % Next % Next % Next % j. [ ] Other: (the formula described must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and if this is a Money Purchase Pension Plan, it must not be a discretionary contribution formula. NOTE: Under Question 26.B.j., the Employer may only describe the allocation of Matching Contributions from the elections available under Question 26 and/or a combination thereof as to a Participant group or contribution type (e.g., fixed – uniform rate applies to Group A; contributions to other Employees will be allocated as a tiered contribution.) 27. MATCHING CONTRIBUTION PROVISIONS A. Maximum matching contribution. The total matching contribution made on behalf of any Participant for any Plan Year will not exceed: a. [ ] N/A (no Plan specific limit on the amount of matching contribution) b. [ ] $ . c. [ ] % of Compensation. B. Period of determination. Any matching contribution other than a "Flexible Discretionary Match" will be applied on the following basis (and "matched Employee contributions" and any Compensation or dollar limitation used in determining the matching contribution will be based on the applicable period. Skip if the only Matching Contribution is a Flexible Discretionary Match.): d. [ ] the Plan Year (potential annual true-up required) e. [ ] each payroll period (no true-up) f. [ ] each month (potential monthly true-up required) g. [ ] each Plan Year quarter (potential quarterly true-up required) h. [ ] each payroll unit (e.g., hour) (no true-up) i. [ ] Other (specify): The time period described must be definitely determinable under Treas. Reg. §1.401-1(b). This line may be used to apply different options to different matching contributions (e.g., Discretionary matching contributions will be allocated on a Plan Year period while fixed matching contributions will be allocated on each payroll period.) Such contribution period is subject to the Instructions and Notice requirement of Section 4.12. 28. ALLOCATION CONDITIONS (Plan Section 4.3) Select a. OR b. and all that apply of c. - h. a. [ ] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or employment status on the last day of the Plan Year (skip to Question 29). b. [ ] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below) Conditions for Participants NOT employed on the last day of the Plan Year. 1. [ ] A Participant must complete more than Hours of Service (or months of service if the elapsed time method is selected). 2. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected). 3. [ ] Participants will NOT share in the allocations, regardless of service. 4. [ ] Participants will share in the allocations, regardless of service. 5. [ ] Other: (must be definitely determinable) Conditions for Participants employed on the last day of the Plan Year 6. [ ] No service requirement. 7. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected). 8. [ ] A Participant must complete at least Hours of Service during the Plan Year. 9. [ ] Other: (must be definitely determinable and not subject to Employer discretion) Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.1., 2., 3., or 5. is selected, Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to share in the allocations regardless of the above conditions (select all that apply; leave blank if none apply): c. [ ] Death d. [ ] Total and Permanent Disability e. [ ] Termination of employment on or after Normal Retirement Age 1. [ ] or Early Retirement Date 331 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 14 Conditions based on period other than Plan Year. The allocation conditions above will be applied based on the Plan Year unless otherwise selected below. If selected, the above provisions will be applied by substituting the term Plan Year with the specified period (e.g., if Plan Year quarter is selected below and the allocation condition is 250 Hours of Service per quarter, enter 250 hours (not 1000) at b.8. above). f. [ ] The Plan Year quarter. g. [ ] Payroll period. h. [ ] Other: (must be definitely determinable and not subject to Employer discretion and may not be longer than a twelve month period). 29. FORFEITURES (Plan Sections 1.21 and 4.3(e)) Timing of Forfeitures. Except as provided in Plan Section 1.21, a Forfeiture will occur: a. [ ] N/A (may only be selected if all contributions are fully Vested (default provisions at Plan Section 4.3(e) apply)) b. [ ] As of the earlier of (1) the last day of the Plan Year in which the former Participant incurs five (5) consecutive 1-Year Breaks in Service, or (2) the distribution of the entire Vested portion of the Participant's Account. c. [ ] As of the last day of the Plan Year in which the former Participant incurs five (5) consecutive 1-Year Breaks in Service. d. [X] As soon as reasonably practical after the date the Participant severs employment. Use of Forfeitures. (skip if this is NOT a Money Purchase Pension Plan; for Profit Sharing Plans, Forfeitures are disposed of in accordance with Employer direction that is consistent with Section 4.3(e)). Forfeitures will be (select one): e. [ ] added to the Employer contribution and allocated in the same manner f. [X] used to reduce any Employer contribution g. [ ] allocated to all Participants eligible to share in the allocations of Employer contributions or Forfeitures in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year h. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and that is not subject to Employer discretion) 30. MANDATORY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8) (skip if mandatory Employee contributions NOT selected at Question 11.d.) Type of mandatory Employee Contribution. The mandatory Employee contribution is being made in accordance with the following: (select one) a. [ ] The mandatory Employee contribution is a condition of employment. b. [ ] The Employee must make, on or before first being eligible to participate under any Plan of the Employer, an irrevocable election to contribute the mandatory Employee contribution to the Plan. No Eligible Employee will become a Participant unless the Employee makes such an irrevocable election. Amount of mandatory Employee Contribution (select one) c. [ ] An Eligible Employee must contribute to the Plan % (not to exceed 25%) of Compensation. d. [ ] An Eligible Employee must, prior to his or her first Entry Date, make a one-time irrevocable election to contribute to the Plan from % (not less than 1%) to % (not to exceed 25%) of Compensation. Conditions of Mandatory Employee Contributions e. [ ] Additional provisions and conditions: (must be definitely determinable; e.g., Only full-time Employees must make mandatory Employee contributions) Employer pick-up contribution. The mandatory Employee contribution is "picked-up" by the Employer under Code §414(h)(2) unless elected below. (select if applicable) f. [ ] The mandatory Employee contribution is not "picked-up" by the Employer. DISTRIBUTIONS 31. FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6) Distributions under the Plan may be made in (select all that apply; must select at least one): a. [X] lump-sums b. [X] substantially equal installments c. [ ] partial withdrawals, provided the minimum withdrawal is $ (leave blank if no minimum) d. [ ] partial withdrawals or installments are only permitted for Participants or Beneficiaries who must receive required minimum distributions under Code §401(a)(9) except for the following (leave blank if no exceptions): 1. [ ] Only Participants (and not Beneficiaries) may elect partial withdrawals or installments 2. [ ] Other: (e.g., partial is not permitted for death benefits. Must be definitely determinable and not subject to Employer discretion.) e. [ ] annuity: (describe the form of annuity or annuities) 332 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 15 f. [X] other: Any other sequence as requested by the Participant (must be definitely determinable and not subject to Employer discretion) NOTE: Regardless of the above, a Participant is not required to request a withdrawal of his or her total Account for an in-service distribution, a hardship distribution, or a distribution from the Participant's Rollover Account. Cash or property. Distributions may be made in: g. [X] cash only, except for (select all that apply; leave blank if none apply): 1. [ ] insurance Contracts 2. [ ] annuity Contracts 3. [ ] Participant loans 4. [ ] all investments in an open brokerage window or similar arrangement h. [ ] cash or property, except that the following limitation(s) apply: (leave blank if there are no limitations on property distributions): 1. [ ] (must be definitely determinable and not subject to Employer discretion) Joint and Survivor Annuity provisions. (Plan Sections 6.5(e) and 6.6(e) (select one) The Joint and Survivor Annuity provisions do not apply to the Plan unless selected below (choose if applicable) i. [ ] Joint and Survivor Annuity applicable as normal form of distribution. The Joint and Survivor annuity rules set forth in Plan Sections 6.5(e) and 6.5(f) apply to all Participants (if selected, then annuities are a form of distribution under the Plan even if e. above is not selected) j. [ ] Joint and Survivor Annuity rules apply based on Participant election. Plan Section 6.5(f) will apply and the joint and survivor rules of Code §§401(a)(11) and 417 (as set forth in Plan Sections 6.5(e) and 6.6(e) will apply only if an annuity form of distribution is selected by a Participant. AND, if i. or j. is selected above, the one-year marriage rule does not apply unless selected below (choose if applicable). 1. [ ] The one-year marriage rule applies. Spousal consent requirements. Spousal consent is not required for any Plan provisions (except as otherwise elected in i. above for the joint and survivor annuity rules) unless selected below (choose if applicable) k. [ ] Required for all distributions. A Spouse must consent to all distributions (other than required minimum distributions). l. [X] Beneficiary designations. A married Participant's Spouse will be the Beneficiary of the entire death benefit unless the Spouse consents to an alternate Beneficiary. AND, if k. or l. is selected, the one-year marriage rule does not apply unless selected below (choose if applicable). 1. [ ] The one-year marriage rule applies. 32. CONDITIONS FOR DISTRIBUTIONS UPON SEVERANCE OF EMPLOYMENT. Distributions upon severance of employment pursuant to Plan Section 6.4(a) will not be made unless the following conditions have been satisfied: A. Accounts in excess of $5,000 a. [X] Distributions may be made as soon as administratively feasible following severance of employment. b. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or next following severance of employment. c. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year quarter coincident with or next following severance of employment. d. [ ] Distributions may be made as soon as administratively feasible after the Valuation Date coincident with or next following severance of employment. e. [ ] Distributions may be made as soon as administratively feasible after months have elapsed following severance of employment. f. [ ] No distributions may be made until a Participant has reached Early or Normal Retirement Date. g. [ ] Other: (must be objective conditions which are ascertainable and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7) B. Accounts of $5,000 or less h. [X] Same as above i. [ ] Distributions may be made as soon as administratively feasible following severance of employment. j. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or next following severance of employment. k. [ ] Other: (must be objective conditions which are ascertainable and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7) C. Timing after initial distributable event. If a distribution is not made in accordance with the above provisions upon the occurrence of the distributable event, then a Participant may elect a subsequent distribution at any time after the time the amount 333 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 16 was first distributable (assuming the amount is still distributable), unless otherwise selected below (may not be selected with 32.f. and 32.h.): l. [ ] Other: (e.g., a subsequent distribution request may only be made in accordance with l. above (i.e., the last day of another Plan Year); must be objective conditions which are ascertainable and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7) D. Participant consent (i.e., involuntary cash-outs). Should Vested Account balances less than a certain dollar threshold be automatically distributed without Participant consent (mandatory distributions)? NOTE: The Plan provides that distributions of amounts of $5,000 or less are only paid as lump-sums. m. [ ] No, Participant consent is required for all distributions. n. [X] Yes, Participant consent is required only if the distribution is over: 1. [ ] $5,000 2. [X] $1,000 3. [ ] $ (less than $1,000) NOTE: If 2. or 3. is selected, rollovers will be included in determining the threshold for Participant consent. Automatic IRA rollover. With respect to mandatory distributions of amounts that are $1,000 or less, if a Participant makes no election, the amount will be distributed as a lump-sum unless selected below. 4. [ ] If a Participant makes no election, then the amount will be automatically rolled over to an IRA provided the amount is at least $ (e.g., $200). E. Rollovers in determination of $5,000 threshold. Unless otherwise elected below, amounts attributable to rollover contributions (if any) will be included in determining the $5,000 threshold for timing of distributions, form of distributions, or consent rules. o. [ ] Exclude rollovers (rollover contributions will be excluded in determining the $5,000 threshold) NOTE: Regardless of the above election, if the Participant consent threshold is $1,000 or less, then the Administrator must include amounts attributable to rollovers for such purpose. In such case, an election to exclude rollovers above will apply for purposes of the timing and form of distributions. 33. DISTRIBUTIONS UPON DEATH (Plan Section 6.8(b)(2)) Distributions upon the death of a Participant prior to the "required beginning date" will: a. [X] be made pursuant to the election of the Participant or "designated Beneficiary" b. [ ] begin within 1 year of death for a "designated Beneficiary" and be payable over the life (or over a period not exceeding the "life expectancy") of such Beneficiary, except that if the "designated Beneficiary" is the Participant's Spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2 c. [ ] be made within 5 (or if lesser ) years of death for all Beneficiaries d. [ ] be made within 5 (or if lesser ) years of death for all Beneficiaries, except that if the "designated Beneficiary" is the Participant's Spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2 and be payable over the life (or over a period not exceeding the "life expectancy") of such "surviving Spouse" NOTE: The elections above must be coordinated with the Form of distributions (e.g., if the Plan only permits lump-sum distributions, then options a., b. and d. would not be applicable). 34. OTHER PERMITTED DISTRIBUTIONS (select all that apply; leave blank if none apply) A. IN-SERVICE DISTRIBUTIONS (Plan Section 6.11) In-service distributions will NOT be allowed (except as otherwise permitted under the Plan without regard to this provision) unless selected below (if applicable, answer a. - e.; leave blank if not applicable): a. [X] In-service distributions may be made to a Participant who has not separated from service provided the following has been satisfied (select one or more) (options 2. - 5. may only be selected with Profit Sharing Plans): 1. [X] Age. The Participant has reached: (select one) a. [ ] Normal Retirement Age b. [ ] age 62 c. [ ] age 59 1/2 (may not be selected if a Money Purchase Pension Plan) d. [X] age 70 1/2 (may not be less than age 62 for Money Purchase Pension Plans) 2. [ ] the Participant has been a Participant in the Plan for at least years (may not be less than five (5)) 3. [ ] the amounts being distributed have accumulated in the Plan for at least 2 years 4. [ ] other: (must satisfy the definitely determinable requirement under Regulations §401-1(b); may not be subject to Employer discretion; and must be limited to a combination of items a.1. – a.3. or a Participant's disability).) More than one condition. If more than one condition is selected above, then a Participant only needs to satisfy one of the conditions, unless selected below: 5. [ ] A Participant must satisfy each condition NOTE: Distributions from a Transfer Account attributable to a Money Purchase Pension Plan are not permitted prior to age 62. 334 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 17 Account restrictions. In-service distributions are permitted from the following Participant Accounts: b. [X] all Accounts c. [ ] only from the following Accounts (select one or more): 1. [ ] Account attributable to Employer matching contributions 2. [ ] Account attributable to Employer contributions other than matching contributions 3. [ ] Rollover Account 4. [ ] Transfer Account Permitted from the following assets attributable to (select one or both): a. [ ] non-pension assets b. [ ] pension assets (e.g., from a Money Purchase Pension Plan) 5. [ ] Mandatory Employee Contribution Account 6. [ ] Other: (specify Account(s) and conditions in a manner that satisfies the definitely determinable requirement under Regulation §1.401-1(b) and is not subject to Employer discretion) Limitations. The following limitations apply to in-service distributions: d. [ ] N/A (no additional limitations) e. [X] Additional limitations (select one or more): 1. [ ] The minimum amount of a distribution is $ . 2. [X] No more than two (2) distribution(s) may be made to a Participant during a Plan Year. 3. [X] Distributions may only be made from Accounts which are fully Vested. 4. [ ] In-service distributions may be made subject to the following provisions: (must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and not be subject to Employer discretion). B. HARDSHIP DISTRIBUTIONS (Plan Sections 6.12) (may not be selected if this is a Money Purchase Pension Plan) Hardship distributions will NOT be allowed (except as otherwise permitted under the Plan without regard to this provision) unless selected below (leave blank if not applicable): f. [ ] Hardship distributions are permitted from the following Participant Accounts: 1. [ ] all Accounts 2. [ ] only from the following Accounts (select one or more): a. [ ] Account attributable to Employer matching contributions b. [ ] Account attributable to Employer contributions other than matching contributions c. [ ] Rollover Account (if not available at any time under Question 36) d. [ ] Transfer Account (other than amounts attributable to a money purchase pension plan) e. [ ] Mandatory Employee Contribution Account f. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion) NOTE: Hardship distributions are NOT permitted from a Transfer Account attributable to pension assets (e.g., from a Money Purchase Pension Plan). Additional limitations. The following limitations apply to hardship distributions: 3. [ ] N/A (no additional limitations) 4. [ ] Additional limitations (select one or more): a. [ ] The minimum amount of a distribution is $ . b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year. c. [ ] Distributions may only be made from Accounts which are fully Vested. d. [ ] A Participant does not include a Former Employee at the time of the hardship distribution. e. [ ] Hardship distributions may be made subject to the following provisions: (must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and not be subject to Employer discretion). Beneficiary Hardship. Hardship distributions for Beneficiary expenses are NOT allowed unless otherwise selected below. 5. [ ] Hardship distributions for expenses of Beneficiaries are allowed Special effective date (may be left blank if effective date is same as the Plan or Restatement Effective Date; select a. and, if applicable, b.) a. [ ] effective as of b. [ ] eliminated effective as of . 335 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 18 MISCELLANEOUS 35. LOANS TO PARTICIPANTS (Plan Section 7.4) a. [X] New loans are NOT permitted. b. [ ] New loans are permitted. NOTE: Regardless of whether new loans are permitted, if the Plan permits rollovers and/or plan-to-plan transfers, then the Administrator may, in a uniform manner, accept rollovers and/or plan-to-plan transfers of loans into this Plan. 36. ROLLOVERS (Plan Section 4.6) (skip if rollover contributions are NOT selected at 11.f.) Eligibility. Rollovers may be accepted from all Participants who are Employees as well as the following (select all that apply; leave blank if not applicable): a. [X] Any Eligible Employee, even prior to meeting eligibility conditions to be a Participant b. [ ] Participants who are Former Employees Distributions. When may distributions be made from a Participant's Rollover Account? c. [X] At any time d. [ ] Only when the Participant is otherwise entitled to any distribution under the Plan 37. HEART ACT (Plan Section 4.11) (select one or more) a. [ ] HEART ACT Continued benefit accruals. Continued benefit accruals will apply b. [X] Distributions for deemed severance of employment. The Plan permits distributions for deemed severance of employment. 336 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 19 Reliance on Provider Opinion Letter. The Provider has obtained from the IRS an Opinion Letter specifying the form of this document satisfies Code §401 as of the date of the Opinion Letter. An adopting Employer may rely on the Provider’s IRS Opinion Letter only to the extent provided in Rev. Proc. 2017-41 or subsequent guidance. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2017-41 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS. An Employer who has ever maintained or who later adopts an individual medical account, as defined in Code §415(l)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code§415. This Adoption Agreement may be used only in conjunction with the basic Plan document #03. This Adoption Agreement and the basic Plan document will together be known as Nationwide Financial Services, Inc. Non-Standardized Governmental 401(a) Pre-Approved Plan #001. The adoption of this Plan, its qualification by the IRS, and the related tax consequences are the responsibility of the Employer and its independent tax and legal advisors. Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The Employer should retain all Adoption Agreement Execution Pages and amended pages. (Note: The Effective Date may be retroactive or may be prospective.) The Provider, Nationwide Financial Services, Inc. will notify the Employer of any amendment to this Pre-approved Plan or of any abandonment or discontinuance by the Provider of its maintenance of this Pre-approved Plan. In addition, this Plan is provided to the Employer either in connection with investment in a product or pursuant to a contract or other arrangement for products and/or services. Upon cessation of such investment in a product or cessation of such contract or arrangement, as applicable, the Employer is no longer considered to be an adopter of this Plan and Nationwide Financial Services, Inc. no longer has any obligations to the Employer that relate to the adoption of this Plan. For inquiries regarding the adoption of the Pre-approved Plan, the Provider's intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Provider, please contact the Provider or the Provider’s representative. Provider Name: Nationwide Retirement Solutions Address: P.O. Box 182797 Columbus Ohio 43218 Telephone Number: (877) 496-1630 Email address (optional): The Employer, by executing below, hereby adopts this Plan (add additional signature lines as needed). NOTE: If more than one Plan type is adopted, the Plan Provider must provide multiple plan documents for Employer signature. EMPLOYER: Town of Leesburg By: DATE SIGNED 337 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 1 APPENDIX A SPECIAL EFFECTIVE DATES AND OTHER PERMITTED ELECTIONS A. Special effective dates (leave blank if not applicable): a. [ ] Special effective date(s): . For periods prior to the specified special effective date(s), the Plan terms in effect prior to its restatement under this Adoption Agreement will control for purposes of the designated provisions. A special effective date may not result in the delay of a Plan provision beyond the permissible effective date under any applicable law. (The Employer has reliance on the IRS Opinion Letter only if the features described in the preceding sentence constitute protected benefits within the meaning of Code Section 411(d)(6) and the regulations thereunder, and only if such features are permissible in a "Cycle 3" preapproved plan, i.e., the features are not specifically prohibited by Revenue Procedure 2017-41 (or any superseding guidance) B. Other permitted elections (the following elections are optional): a. [ ] No other permitted elections The following elections apply (select one or more): b. [ ] Deemed 125 compensation (Plan Section 1.23). Deemed 125 compensation will be included in Compensation and 415 Compensation. c. [X] Break-in-Service Rules. The following Break-in-Service rules apply to the Plan.(select 1. or 2.) 1. [X] Reemployed after five (5) 1-Year Breaks in Service ("rule of parity" provisions) (Plan Section 3.5(e)). The "rule of parity" provisions in Plan Section 3.5(d) will apply for (select one or both): a. [ ] eligibility purposes b. [ ] vesting purposes 2. [ ] Break-in-Service rules for rehired Employees. The following Break-in-Service rules set forth in Plan Sections 3.2 and 3.5 apply: (select one or both) a. [ ] all Break-in-Service rules set forth in such Sections. b. [ ] only the following: (specify which provisions apply to the Plan) d. [ ] Beneficiary if no beneficiary elected by Participant (Plan Section 6.2(f)). In the event no valid designation of Beneficiary exists, then in lieu of the order set forth in Plan Section 6.2(f), the following order of priority will be used: (specify an order of beneficiaries; e.g., children per stirpes, parents, and then step-children). e. [ ] Joint and Survivor Annuity/Pre-Retirement Survivor Annuity. If the Plan applies the Joint and Survivor Annuity rules, then the normal form of annuity will be a joint and 50% survivor annuity (i.e., if 31.i. or 31.j. is selected) and the Pre-Retirement Survivor Annuity will be equal to 50% of a Participant's interest in the Plan unless selected below (select 1. and/or 2.) 1. [ ] Normal form of annuity. Instead of a joint and 50% survivor annuity, the normal form of the qualified Joint and Survivor Annuity will be: (select one) a. [ ] joint and 100% survivor annuity b. [ ] joint and 75% survivor annuity c. [ ] joint and 66 2/3% survivor annuity 2. [ ] Pre-Retirement Survivor Annuity. The Pre-Retirement Survivor Annuity (minimum Spouse's death benefit) will be equal to 50% of a Participant's interest in the Plan unless a different percentage is selected below: (select one) a. [ ] 100% of a Participant's interest in the Plan. b. [ ] % (may not be less than 50%) of a Participant's interest in the Plan. f. [ ] Limitation Year (Plan Section 1.30). The Limitation Year for Code §415 purposes will be (must be a consecutive twelve month period) instead of the "determination period" for Compensation. g. [ ] 415 Limits when 2 defined contribution plans are maintained (Plan Section 4.4). If any Participant is covered under another qualified defined contribution plan maintained by the Employer or an Affiliated Employer, or if the Employer or an Affiliated Employer maintains a welfare benefit fund, as defined in Code §419(e), or an individual medical account, as defined in Code §415(l)(2), under which amounts are treated as "annual additions" with respect to any Participant in this Plan, then the provisions of Plan Section 4.4(b) will apply unless otherwise specified below: 1. [ ] Specify, in a manner that precludes Employer discretion, the method under which the plans will limit total "annual additions" to the "maximum permissible amount" and will properly reduce any "excess amounts": . h. [ ] Recognition of Service with other employers (Plan Sections 1.40 and 1.55). Service with the following employers (in addition to those specified at Question 15) will be recognized as follows (select one or more): 338 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 2 Contribution Eligibility Vesting Allocation 1. [ ] Employer name: a. [ ] b. [ ] c. [ ] 2. [ ] Employer name: a. [ ] b. [ ] c. [ ] 3. [ ] Employer name: a. [ ] b. [ ] c. [ ] 4. [ ] Employer name: a. [ ] b. [ ] c. [ ] 5. [ ] Employer name: a. [ ] b. [ ] c. [ ] 6. [ ] Employer name: a. [ ] b. [ ] c. [ ] Limitations 7. [ ] The following provisions or limitations apply with respect to the a. [ ] b. [ ] c. [ ] recognition of prior service: (e.g., credit service with X only on/following 1/1/19) i. [ ] Other vesting provisions. The following vesting provisions apply to the Plan (select one or more): 1. [ ] Special vesting provisions. The following special provisions apply to the vesting provisions of the Plan: (must be definitely determinable and satisfy the parameters set forth at Question 17) 2. [ ] Pre-amendment vesting schedule. (Plan Section 6.4(b)). If the vesting schedule has been amended and a different vesting schedule other than the schedule at Question 17 applies to any Participants, then the following provisions apply (must select one of a. – d.): Applicable Participants. The vesting schedules in Question 17 only apply to: a. [ ] Participants who are Employees as of (enter date). b. [ ] Participants in the Plan who have an Hour of Service on or after (enter date). c. [ ] Participants (even if not an Employee) in the Plan on or after (enter date). d. [ ] Other: (e.g., Participants in division A. Must be definitely determinable.) j. [ ] Minimum distribution transitional rules (Plan Section 6.8(e)(5)) NOTE: This Section does not apply to (1) a new Plan, (2) an amendment or restatement of an existing Plan that never contained the provisions of Code §401(a)(9) as in effect prior to the amendments made by the Small Business Job Protection Act of 1996 (SBJPA), or (3) a Plan where the transition rules below do not affect any current Participants. The "required beginning date" for a Participant is: 1. [ ] April 1st of the calendar year following the year in which the Participant attains age 70 1/2. (pre-SBJPA rules continue to apply) 2. [ ] April 1st of the calendar year following the later of the year in which the Participant attains age 70 1/2 or retires (the post-SBJPA rules), with the following exceptions (select one or both; leave blank if both applied effective as of January 1, 1996): a. [ ] A Participant who was already receiving required minimum distributions under the pre-SBJPA rules as of (may not be earlier than January 1, 1996) was allowed to stop receiving distributions and have them recommence in accordance with the post-SBJPA rules. Upon the recommencement of distributions, if the Plan permits annuities as a form of distribution then the following apply: 1. [ ] N/A (annuity distributions are not permitted) 2. [ ] Upon the recommencement of distributions, the original Annuity Starting Date will be retained. 3. [ ] Upon the recommencement of distributions, a new Annuity Starting Date is created. b. [ ] A Participant who had not begun receiving required minimum distributions as of (may not be earlier than January 1, 1996) may elect to defer commencement of distributions until retirement. The option to defer the commencement of distributions (i.e., to elect to receive in-service distributions upon attainment of age 70 1/2) applies to all such Participants unless selected below: 1. [ ] The in-service distribution option was eliminated with respect to Participants who attained age 70 1/2 in or after the calendar year that began after the later of (1) December 31, 1998, or (2) the adoption date of the restatement to bring the Plan into compliance with the SBJPA. 339 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 3 k. [ ] Other spousal provisions (select one or more) 1. [ ] Definition of Spouse. The term Spouse includes a spouse under federal law as well as the following: . 2. [ ] Automatic revocation of spousal designation (Plan Section 6.2(g)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply. 3. [ ] Timing of QDRO payment. A distribution to an Alternate Payee shall not be permitted prior to the time a Participant would be entitled to a distribution. l. [ ] Applicable law. Instead of using the applicable laws set forth in Plan Section 9.4(a), the Plan will be governed by the laws of: m. [X] Total and Permanent Disability. Instead of the definition at Plan Section 1.50, Total and Permanent Disability means: A physical or mental impairment which is of such permanence and degree that a Participant is unable because of such impairment to perform any substantial gainful activity for which he/she is suited by virtue of his/her experience, training, or education and that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months or can be expected to result in death. The permanence and degree of such impairment shall be supported by medical evidence provided to the Employer. If the Employer maintains a long-term disability plan, the definition of Disability shall be the same as the definition of disability in the long-term disability plan. (must be definitely determinable). n. [ ] Inclusion of Reclassified Employees (Plan Section 1.17(a)). The Employer does not exclude Reclassified Employees subject to the following provisions: (leave blank if not applicable): o. [ ] Claims procedures (Plan Section 2.10). The claims procedures forth in Plan Section 2.10(a) – (b) apply unless otherwise elected below or unless the Administrator has operationally adopted alternative procedures. 1. [ ] The claims procedures set forth in Plan Section 2.10(c) – (g) apply instead of Plan Section 2.10(a). 2. [ ] The claims procedures set forth in Plan Section 2.10(c)-(g) apply as follows: (specify which provisions apply and/or modified) p. [ ] Age 62 In-Service Distributions For Transferred Money Purchase Assets (Plan Section 6.11) In-service distributions will be allowed for Participants at age 62. (applies only for Transfer Accounts from a Money Purchase Pension Plan) (skip this question if the Plan is a Money Purchase Pension Plan or if in-service distributions are already permitted for Transferred Accounts at Question 34) Limitations. The following limitations apply to these in-service distributions: 1. [ ] The Plan already provides for in-service distributions and the restrictions set forth in the Plan (e.g., minimum amount of distributions or frequency of distributions) are applicable to in-service distributions at age 62. 2. [ ] N/A (no limitations) 3. [ ] The following elections apply to in-service distributions at age 62 (select one or more): a. [ ] The minimum amount of a distribution is $ (may not exceed $1,000). b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year. c. [ ] Distributions may only be made from Accounts which are fully Vested. d. [ ] In-service distributions may be made subject to the following provisions: (must be definitely determinable and not subject to discretion). q. [ ] QLACs. (Plan Section 6.8(e)(4) A Participant may elect a QLAC (as defined in Plan Section 6.8(e)(4)) or any alternative form of annuity permitted pursuant to a QLAC in which the Participant’s Account has been invested. 340 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 1 ADMINISTRATIVE PROCEDURES The following are optional administrative provisions. The Administrator may implement procedures that override any elections in this Section without a formal Plan amendment. In addition, modifications to these procedures will not affect an Employer's reliance on the Plan. A. Loan Limitations. (complete only if loans to Participants are permitted; leave blank if none apply) a. [ ] Limitations (select one or more): 1. [ ] Loans will be treated as Participant directed investments. 2. [ ] Loans will only be made for hardship or financial necessity as specified below (select a. or b.) a. [ ] hardship reasons specified in Plan Section 6.12 b. [ ] financial necessity (as defined in the loan program). 3. [ ] The minimum loan will be $ . 4. [ ] A Participant may only have (e.g., one (1)) loan(s) outstanding at any time. 5. [ ] All outstanding loan balances will become due and payable in their entirety upon the occurrence of a distributable event (other than satisfaction of the conditions for an in-service distribution (including a hardship distribution), if applicable). 6. [ ] The home loan term will be years. (if not selected, the Administrator establishes the term for repayment of a home loan) 7. [ ] Account restrictions. Loans will only be permitted from the following Participant Accounts (select all that apply or leave blank if no limitations apply): a. [ ] Account(s) attributable to Employer matching contributions b. [ ] Account attributable to Employer contributions other than matching contributions c. [ ] Rollover Account d. [ ] Transfer Account e. [ ] Other: AND, if loans are restricted to certain accounts, the limitations of Code §72(p) will be applied: f. [ ] by determining the limits by only considering the restricted accounts. g. [ ] by determining the limits taking into account a Participant's entire interest in the Plan. Additional Loan Provisions (select all that apply; leave blank if none apply) b. [ ] Loan payments. Loans are repaid by (if left blank, then payroll deduction applies unless Participant is not subject to payroll (e.g., partner who only has a draw)): 1. [ ] payroll deduction 2. [ ] ACH (Automated Clearing House) 3. [ ] check a. [ ] Only for prepayment c. [ ] Interest rate. Loans will be granted at the following interest rate (if left blank, then 3. below applies): 1. [ ] percentage points over the prime interest rate 2. [ ] % 3. [ ] the Administrator establishes the rate at the time the loan is made d. [ ] Refinancing. Loan refinancing is allowed. B. Life Insurance. (Plan Section 7.3) a. [X] Life insurance may not be purchased. b. [ ] Life insurance may be purchased... 1. [ ] at the option of the Administrator 2. [ ] at the option of the Participant Limitations 3. [ ] N/A (no limitations) 4. [ ] The purchase of initial or additional life insurance will be subject to the following limitations (select one or more): a. [ ] Each initial Contract will have a minimum face amount of $ . b. [ ] Each additional Contract will have a minimum face amount of $ . c. [ ] The Participant has completed Years (or Periods) of Service. d. [ ] The Participant has completed Years (or Periods) of Service while a Participant in the Plan. e. [ ] The Participant is under age on the Contract issue date. f. [ ] The maximum amount of all Contracts on behalf of a Participant may not exceed $ . g. [ ] The maximum face amount of any life insurance Contract will be $ . C. Plan Expenses. Will the Plan assess against an individual Participant's Account certain Plan expenses that are incurred by, or are attributable to, a particular Participant based on use of a particular Plan service? a. [ ] No b. [X] Yes 341 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 2 Use of Forfeitures Forfeitures of Employer contributions other than matching contributions will be: c. [ ] added to the Employer contribution and allocated in the same manner d. [ ] used to reduce any Employer contribution e. [ ] allocated to all Participants eligible to share in the allocations of Employer contributions or Forfeitures in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year f. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and not subject to Employer discretion) Forfeitures of Employer matching contributions will be: g. [ ] N/A. Same as above or no Employer matching contributions. h. [ ] used to reduce the Employer matching contribution. i. [ ] used to reduce any Employer contribution. j. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and not subject to Employer discretion) D. Directed investments a. [ ] Participant directed investments are NOT permitted. b. [X] Participant directed investments are permitted from the following Participant Accounts: 1. [X] all Accounts 2. [ ] only from the following Accounts (select one or more): a. [ ] Account attributable to Employer contributions b. [ ] Rollover Account c. [ ] Transfer Account d. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion) E. Rollover Limitations. Will the Plan accept rollover contributions and/or direct rollovers from the sources specified below? a. [ ] No, Administrator determines in operation which sources will be accepted. b. [X] Yes Rollover sources. Indicate the sources of rollovers that will be accepted (select one or more) 1. [X] Direct Rollovers. The Plan will accept a direct rollover of an eligible rollover distribution from (select one or more): a. [ ] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), excluding after-tax employee contributions b. [X] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), including after-tax employee contributions c. [ ] a plan described in Code §403(a) (an annuity plan), excluding after-tax employee contributions d. [X] a plan described in Code §403(a) (an annuity plan), including after-tax employee contributions e. [ ] a plan described in Code §403(b) (a tax-sheltered annuity), excluding after-tax employee contributions f. [X] a plan described in Code §403(b) (a tax-sheltered annuity), including after-tax employee contributions g. [X] a plan described in Code §457(b) (eligible deferred compensation plan) Direct Rollovers of Participant Loan. The Plan will NOT accept a direct rollover of a Participant loan from another plan unless selected below (leave blank if default applies) h. [ ] The Plan will accept a direct rollover of a Participant loan i. [ ] The Plan will only accept a direct rollover of a Participant loan only in the following situation(s): (e.g., only from Participants who were employees of an acquired organization). 2. [X] Participant Rollover Contributions from Other Plans (i.e., not via a direct plan-to-plan transfer). The Plan will accept a contribution of an eligible rollover distribution (select one or more): a. [X] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan) b. [X] a plan described in Code §403(a) (an annuity plan) c. [X] a plan described in Code §403(b) (a tax-sheltered annuity) d. [X] a governmental plan described in Code §457(b) (eligible deferred compensation plan) 3. [X] Participant Rollover Contributions from IRAs: The Plan will accept a rollover contribution of the portion of a distribution from a traditional IRA that is eligible to be rolled over and would otherwise be includible in gross income. Rollovers from Roth IRAs or a Coverdell Education Savings Account (formerly known as an Education IRA) are not permitted because they are not traditional IRAs. A rollover from a SIMPLE IRA is allowed if the amounts are rolled over after the individual has been in the SIMPLE IRA for at least two years. F. Trustee(s) or Insurer(s). Information regarding Trustee(s)/Insurer(s) (required for the Summary Plan Description and, if requested, the Trust Agreement) (Note: Select a. if not using provided trust. MUST select b and following questions as applicable): a. [ ] Do not produce the trust agreement 342 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 3 b. [X] Complete the following UNLESS not selecting supporting forms: Trustee/Insurer (select a. OR one or more of d. - e.) c. [ ] Insurer. This Plan is funded exclusively with Contracts (select one or more of 1. - 4) Name of Insurer(s) 1. [ ] 2. [ ] 3. [ ] Use Employer address/telephone number/email 4. [ ] Use following address/telephone number/email a. Street: b. City: c. State: d. Zip: e. Telephone: f. Email: d. [ ] Individual Trustee(s) e. [X] Corporate Trustee Name of Trust f. Specify name of Trust (required for FIS trust): Town of Leesburg 401(a) Money Purchase Plan Individual Trustees (if d. selected above, complete g. – j.) Directed/Discretionary Trustees. The individual Trustee(s) executing this Adoption Agreement are (select g. or h.) g. [ ] Select for each individual Trustee (skip to next question) h. [ ] The following selections apply to all individual Trustee(s) (select 1. - 4. as applicable) 1. [ ] A discretionary Trustee over all plan assets (may not be selected with 2. - 4.) 2. [ ] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 1., 3. or 4.) 3. [ ] The individual Trustee(s) will serve as a discretionary Trustee over the following assets: (may not be selected with 1. or 2.) 4. [ ] The individual Trustee(s) will serve as a nondiscretionary (directed) Trustee over the following assets: (may not be selected with 1. or 2.) Individual Trustee(s) (complete if d. selected above) i. [ ] Individual Trustee(s) are (select one or more of a. - j.; enter address at j. below) a. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. – 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be select with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) b. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. – 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be select with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) c. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. – 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be select with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 343 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 4 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) d. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) e. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) f. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) g. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) h. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) i. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 344 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 5 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) j. Name Title/Email: 1. Title 2. Email (optional) Trustee is: (complete if g. selected above; select 3. – 6. as applicable) 3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.) 4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.) j. [ ] Individual Trustee Address (complete if d. selected above) 1. [ ] Use Employer address/telephone number/email 2. [ ] Use following address/telephone number/email a. Street: b. City: c. State: d. Zip: e. Telephone: f. Email: Corporate Trustee Name/Type/Address (complete if e. selected above) k. [X] Name Nationwide Trust Company, FSB Address/telephone number/email 1. [ ] Use Employer address/telephone number/email 2. [X] Use following address/telephone number/email a. Street: 10 W. Nationwide Blvd. b. City: Columbus c. State: Ohio d. Zip: 43218 e. Telephone: (614) 435-5885 f. Email: reedt5@nationwide.com Directed/Discretionary. The Corporate Trustee is (select 3. - 6. as applicable) 3. [ ] A discretionary Trustee over all plan assets (may not be selected with 4. – 6.) 4. [X] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 3., 5. or 6.) 5. [ ] A discretionary Trustee over the following plan assets over the following assets: (may not be selected with 3. – 4.) 6. [ ] A nondiscretionary (directed) Trustee over the following plan assets (may not be selected with 3. – 4.) Signee (optional): 7. [ ] Name of person signing on behalf of the corporate Trustee 8. [ ] Email address of person signing on behalf of the corporate Trustee Special Trustee for collection of contributions. The Employer appoints the following Special Trustee with the responsibility to collect delinquent contributions (optional) l. [X] Name Kate Trask Title: 1. Interim HR Director Address/telephone number/email 2. [X] Use Employer address/telephone number/email 3. [ ] Use following address/telephone number/email a. Street: b. City: c. State: d. Zip: e. Telephone: f. Email: Custodian(s) Name/Address . The Custodian(s) are (optional) m. [ ] Name(s) 345 Item b. Non-Standardized Governmental 401(a) © 2020 Nationwide Financial Services, Inc. or its suppliers 6 Address/telephone number/email 1. [ ] Use Employer address/telephone number/email 2. [ ] Use following address/telephone number/email a. Street: b. City: c. State: d. Zip: e. Telephone: f. Email: Investment in common, collective or pooled trust funds. The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds), may invest in any of the following trust funds: (optional) n. [ ] (Specify the names of one or more trust funds in which the Plan can invest) Choice of law o. [X] This trust will be governed by the laws of the state of: 1. [ ] State in which the Employer's principal office is located 2. [X] State in which the corporate trustee or insurer is located 3. [ ] Other 346 Item b. NRS (05/2023) - 1 of 9- Nationwide Trust Company, FSB 401(a) Trust Agreement (The “Agreement”) This Agreement including the Schedule of Investments attached is made and entered into by and between the Town of Leesburg, VA (“Sponsor”) and Nationwide Trust Company, FSB as Trustee (“NTC”) pursuant to the Town of Leesburg 401(a) Money Purchase Plan (“Plan”) to establish the Town of Leesburg 401(a) Money Purchase Plan Trust (“Account”). By signing below, signatories on behalf of the Sponsor and the Plan acknowledge that they have received the Agreement, inclusive of all Schedules listed above, and agree to all terms. Further, they represent that they have the authority to enter into, on behalf of the Sponsor and the Plan, a contractual relationship with NTC with respect to these documents and will be subject to all rights and obligations contained therein. By signing below, NTC has agreed to and accepted all rights and obligations contained herein. Printed Sponsor Name NTC Sponsor Signature Date Acceptance Date Title Printed Name Signature Date Title Printed Name Signature Date Title 347 Item b. NRS (05/2023) -2 of 9- ARTICLE I  PURPOSE The Sponsor adopts this Agreement on behalf of the Plan and represents and warrants that the Plan is intended to meet the requirements of an eligible deferred compensation plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (“Code”) and intends to keep such Plan in compliance with the then applicable requirements of the Code. Further, the Sponsor represents and warrants that the Employer of all individuals eligible to participate in the Plan is a state, political subdivision of a state, or an agency or instrumentality of either. ARTICLE II  DEFINITIONS Account  The trust account established herein by which NTC will hold the assets of the Plan or any portion thereof as agreed upon by Sponsor and NTC. Business Day  A day on which NTC and New York Stock Exchange are both open for business. Effective Date — The date on which the Account is created by NTC’s acceptance of cash or other assets on behalf of the Sponsor. Prior to the Effective Date, NTC shall have no responsibility hereunder. Employer(s)  The employer(s) of the Participants in the Plan. Funding Vehicle(s)  As permitted by applicable law, may include one or more (i) group annuity contracts, (ii) mutual funds, collective investment funds or other securities made available under the Agreement, (iii) securities held in self-directed brokerage accounts made available by NTC, or (iv) any other investment vehicle(s) mutually acceptable to NTC and Sponsor via an amendment to this Agreement or separate schedule. Original Signature  An authentic, hardcopy, non-reproduced signature of the Sponsor or its designee. Participant  A person for whom benefits are provided under this Agreement, in accordance with the Plan. Plan  The Plan identified on the front page of this Agreement, including any written plan document and trust provisions. Required Format  Acceptable format for submitting information to NTC as prescribed by NTC and on transaction forms prescribed by NTC. Signature  Either the Original Signature or an Original Signature that has been replicated by photocopy, electronic means, or fax. Successor  The trustee or custodian appointed by the Sponsor who succeeds NTC. Written Instruction(s)  Any notices, instructions or other instruments required to be in writing (with Signature or Original Signature, where so indicated) from NTC, Sponsor, or its designee. Written Instructions may take the form of a letter, electronic communication through an on-line communication system mutually agreeable to the parties; or a facsimile transmission. ARTICLE III  THE ACCOUNT 348 Item b. NRS (05/2023) -3 of 9- The Sponsor advises NTC that the Account shall be funded as described herein. The Sponsor hereby authorizes NTC to take any action required to establish and maintain any Funding Vehicle(s) designated by the Sponsor under this Agreement. NTC has entered into arrangements with a number of providers to make available certain Funding Vehicles for possible inclusion in the Account. The assets of the Account shall consist of the Funding Vehicle(s) and any outstanding loans made under the terms of the Plan. Except as otherwise provided for in connection with a Funding Vehicle that is a depository product, the Account and any funds invested pursuant to this Agreement are not insured by the Federal Deposit Insurance Corporation (“FDIC”), are not deposits or other obligations of NTC and are not guaranteed by NTC. The value of the Account is subject to investment risks, including possible loss of principal. NTC agrees to hold and administer the Account in accordance with this Agreement. The Account shall not include any Plan Assets for which Sponsor has selected as the designated investment manager for Participant accounts an investment manager other than Nationwide Investment Advisors, LLC. To the extent permitted by the Plan, NTC, at the direction of the Sponsor or its designee, shall accept an eligible rollover distribution and/or eligible direct rollover under the then applicable sections of the Code. NTC shall not be under any duty to require payment of any contributions to the Account, if any, or to see that any payment made to it is computed in accordance with the provisions of the Plan. NTC shall continue to administer the Account in accordance with this Agreement until its obligations are discharged and satisfied. In the event that Sponsor and NTC mutually agree to include life insurance as a Funding Vehicle for inclusion in the Account, Sponsor agrees that NTC shall not be responsible in any manner to Sponsor, the Plan, a Participant or his or her beneficiary, or to any third-party, including any issuer of life insurance, for any determination as to prudence of inclusion of life insurance as a Funding Vehicle in the Account or as an investment option under the Plan; any determination on a Participant basis that the purchase of life insurance is incidental to the primary purpose of providing retirement benefits; the tax treatment of premium payments or disbursements of benefits; any and all administrative, marketing, and sales duties or responsibilities related in any manner to the initial purchase, or continuing maintenance , of any life insurance; and any other action or omission related to life insurance. The Sponsor authorizes NTC to commingle Plan assets, as applicable, in a master custodial account for purposes of facilitating the omnibus trading of various plan assets. ARTICLE IV  GENERAL ADMINISTRATIVE RESPONSIBILITIES OF NTC NTC is authorized to take any action set forth below with respect to the Account: Accept instructions in the Required Format from the Sponsor or its designee regarding the allocation, distribution or other disposition of the assets of the Account and all matters relating thereto; Cause any portion or all of the Account to be issued, held, or registered in the individual name of NTC, in the name of its nominee, in an affiliated securities depository, or in such other form as may be required or permitted under applicable law (however, the records of NTC shall indicate the true ownership of such property); Employ such agents and counsel, including legal counsel, as NTC determines to be reasonably necessary to manage and protect the assets held in the Account, to handle controversies that may arise under this Agreement, or to defend itself successfully against allegations of a fiduciary breach, and to pay such agents and counsel their compensation from the Account unless such compensation is otherwise paid by the Sponsor; Commence, maintain, or defend any litigation necessary in connection with the administration of the Account, except that NTC shall not be obligated to do so unless it is to be indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by reason thereof; 349 Item b. NRS (05/2023) -4 of 9- Hold part or all of the Account uninvested as may be necessary or appropriate; Withhold the appropriate taxes from any distribution, remit such taxes with the relevant government authorities, and report such payments on the informational returns prescribed by such authorities, identifying itself as the payor of such distributions; Forward to the Sponsor, for exercise, all proxies solicited in regards to mutual funds and collective investment funds, if applicable; vote, on behalf of the Plan and in accordance with the instructions provided by the Sponsor, all proxies that are returned by the Sponsor; and abstain from voting proxies that are not returned by the Sponsor; Take all other acts necessary for the proper administration of the Account. ARTICLE V  INVESTMENT RESPONSIBILITY NTC shall have no investment management responsibility or liability with respect to the Account or any other assets held under the Plan. Plan contributions or other assets received by NTC shall be allocated in accordance with Written Instructions. NTC does not warrant or guarantee the performance of any Funding Vehicle(s) selected by the Sponsor or Participants. The Sponsor, or other party designated under the Plan, shall have full responsibility for the selection of the Funding Vehicle(s) and the management, disposition, and investment of assets of the Account. NTC shall comply with Written Instructions concerning those assets, subject to restrictions, if any, imposed by the Funding Vehicle(s) and the operation of any securities markets. Except to the extent required by applicable law or otherwise provided in this Agreement, NTC shall have no duty to review, initiate action, or make recommendations regarding the Account or its investments. The Sponsor is responsible for reading any and all prospectuses, specimen and final contracts, proposals and/or other materials which disclose information pertaining to applicable charges, interest rates, terms and conditions of any contract between the Plan or Account and any party, including contracts related to the Funding Vehicle(s). NTC shall transmit such communications to the Sponsor. NTC shall have no duty to respond to communications related to securities or other property held in the Account (including, but not limited to, tender offers and class action communications). NTC shall not be liable for any loss which results from the exercise of investment control by a Sponsor, Participant or beneficiary, or designated investment manager. If a Participant who has investment authority under the terms of the Plan fails to provide investment direction, the Sponsor shall direct the investment of the Participant’s account. No one providing investment advice to the Plan, Sponsor, Participant or other party is acting as an agent of NTC. ARTICLE VI  LOANS To the extent permitted under the Plan and applicable law, NTC will forward loan disbursements as directed by the Sponsor or its designee via Written Instructions. The Sponsor, or other fiduciary of the Plan or their designee, shall be responsible for the approval and administration of any such loans. The Sponsor acknowledges that all loan obligations should be made payable to the Plan and the Plan retains all lending responsibility. NTC will have no responsibility for executing and holding any notes or security agreements which are held as part of the Account, providing any disclosures required by any truth-in-lending laws, or enforcing any security interest in any asset other than the Participant’s account under the Account. ARTICLE VII  CONTRIBUTIONS NOT RECOVERABLE 350 Item b. NRS (05/2023) -5 of 9- Except as described in the Purpose section of this Agreement and to the extent permitted by the Plan and applicable law, under no circumstances shall any part of the Account be recoverable by the Sponsor or be used other than for the exclusive purposes of providing benefits to Participants and their beneficiaries and paying reasonable expenses of the Plan prior to the satisfaction of all liabilities to Participants and their beneficiaries; provided, however, a contribution by a Sponsor or a Participant made as a result of a mistake of fact that is discovered within one (1) year after the contribution is made shall be returned to the Sponsor or Participant as soon as administratively feasible, if the Sponsor so requests and the Funding Vehicle(s) permits. ARTICLE VIII ACCOUNT RECORDS AND REPORTS NTC shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, earnings, and other transactions related to the Account, and those records shall be available at all reasonable times to the Sponsor. ARTICLE IX  FIDUCIARY RESPONSIBILITIES AND LIABILITIES NTC may rely upon any information provided by the Sponsor or its designee. NTC, the Sponsor, and all other fiduciaries under the Plan and this Agreement intend that each party shall be solely responsible for those specific duties and powers assigned to it. Each party may rely upon any direction, information, or action of another party as being proper under the Plan and this Agreement. NTC shall not be required by the Sponsor or its designee to engage in any action, or make any investment which constitutes a prohibited transaction or is otherwise contrary to the provisions of applicable law, the Code, or the terms of the Plan, if any, or this Agreement. NTC shall be responsible only for those functions which have been assigned to it under this Agreement and shall have no responsibility to perform any duty of the Sponsor, or other fiduciary, required by the Plan or applicable law. NTC shall have no duty to determine the rights or benefits of any person having or claiming an interest under the Plan or this Agreement. Except as otherwise provided in the Agreement, including any schedules thereto, any action to be taken by NTC under the Agreement shall be taken upon Written Instruction from the Sponsor or its designee. NTC shall comply with such instructions and shall incur no liability for any loss which may result from any action or failure of action on its part due to its compliance with such Written Instructions. ARTICLE X  LIMITATION OF LIABILITY To the extent permitted by applicable law, NTC shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunction of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or government actions. ARTICLE XI  RELIANCE ON COUNSEL AND INDEMNIFICATION NTC may consult with, and act upon the advice of counsel (who may be counsel for the Sponsor), regarding its responsibilities under this Agreement. To the extent permitted under applicable law, the Sponsor shall indemnify and hold harmless NTC, its officers, employees, and agents from and against all liabilities, losses, expenses, and claims (including reasonable attorneys’ fees and costs of defense) arising as a result of: Acts or omissions to act with respect to the Plan or Account by persons unrelated to NTC; NTC’s action or inaction with respect to the Plan or Account resulting from reliance on the action or inaction of unrelated persons; 351 Item b. NRS (05/2023) -6 of 9- Any violation by any unrelated person of the provisions of the Code or applicable laws, unless NTC commits a breach of its duties by reason of its gross negligence or willful misconduct; Any decision by the Sponsor, any Participant or any other fiduciary to acquire, retain, or dispose of any security or other property of the Account; Any violation or breach by a fiduciary or other person associated with the Plan which occurred prior to the Effective Date; or NTC’s acts, omissions and conduct, and those of its agents, in their official capacity, except to the extent that such documented loss or expense results from negligence directly and solely attributable to NTC or its agents, or from an intentional violation by them of any provision of this Agreement. Such obligation to indemnify shall extend to any liability or expense that arises as a result of the inaccuracy of any representation made, any action taken or failure to act, or any violation of this Agreement, the terms of the Plan by the Sponsor, its designee, any fiduciary of the Plan, and their agents, employees and officers under this Agreement or otherwise related to the administration of the Account. NTC shall not be required to give any bond or other security for the faithful performance of its duties under this Agreement except to the extent required by applicable law. ARTICLE XII  NTC’S USE OF AFFILIATED COMPANIES NTC may enter into agreements and share information with its affiliates in performing responsibilities under this Agreement and any other applicable agreement. Investments made in accordance with the Agreement, may include mutual funds or other investments advised by affiliates of NTC. The investment advisers of such investments may be affiliates of NTC and may derive investment management and other fees for services provided. ARTICLE XIII  NTC’S COMPENSATION AND EXPENSES NTC will receive additional reasonable compensation for any extraordinary services or computations required as agreed upon by the Sponsor and NTC in advance. ARTICLE XIV  TAXES Until advised to the contrary by the Sponsor, NTC shall assume that the Account is exempt from federal, state, local and foreign income taxes. NTC shall not be responsible for filing any federal, state, local or foreign tax and informational returns relating to the Plan or Account. NTC shall notify the Sponsor of any taxes levied upon or assessed against the Account. If NTC does not receive Written Instructions within thirty (30) days of such notification, NTC will pay the tax from the Account. If the Sponsor wishes to contest the tax assessment, it must give appropriate Written Instructions to NTC within thirty (30) days of notification. NTC shall not be required to bring any legal actions or proceedings to contest the validity of any tax assessments unless NTC is to be indemnified to its satisfaction against loss or expense related to such actions or proceedings, including reasonable attorneys’ fees. ARTICLE XV  AMENDMENT Notwithstanding any other provision of the Agreement, NTC may amend the Agreement at any time by providing written notice to the Sponsor not less than thirty (30) days prior to the effective date of such 352 Item b. NRS (05/2023) -7 of 9- change, or at any time in the event NTC determines that such amendment is necessary to comply with any applicable legal or regulatory requirements. No person except for an authorized officer has the legal capacity to change this Agreement otherwise, or to bind NTC to other commitments not covered within this Agreement. ARTICLE XVI  RESIGNATION, REMOVAL AND TERMINATION NTC may resign at any time after providing at least thirty (30) days notice via Written Instructions to the Sponsor. The Sponsor may remove NTC by delivery of Written Instructions, to take effect at a date specified therein, which shall not be less than thirty (30) days after the delivery of such Written Instructions with Original Signature to NTC, unless Funding Vehicle provisions specify otherwise. Notwithstanding the foregoing, NTC may retain responsibilities per the terms of this Agreement over assets remaining at NTC beyond the thirty (30) day timeframe, concurrent with Funding Vehicle provisions. The Agreement will be terminated at such time as the Account is terminated, the Funding Vehicle(s) are redeemed in full, upon the resignation or removal of NTC, as applicable, of the Account, or upon the termination by Sponsor of any separate agreement with NTC or Nationwide Retirement Solutions, Inc. that relates to the services provided by NTC under this Agreement. The discontinuance of contributions to the Account shall not, by itself, terminate the Account. NTC is authorized to reserve such sum of money as it may deem advisable for payment of its fees and expenses in connection with the settlement of the Account, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid to the Successor by NTC. ARTICLE XVII  SUCCESSOR Upon resignation or removal of NTC, the Sponsor shall appoint a Successor and the Sponsor shall notify NTC of such appointment by Written Instructions with Signature. NTC shall transfer the assets of the Account, subject to any applicable fees as described in the Agreement to such Successor. If either party has given notice of termination and upon the expiration of the advance notice period no party has accepted an appointment as Successor, NTC will have the right to commence an action in the nature of an interpleader (or other appropriate action) and seek to deposit the assets of the Account in a court of competent jurisdiction in Franklin County, Ohio, for administration until a Successor may be appointed and accepts the transfer of the assets. The Sponsor will be responsible for any costs incurred as a result of such action and/or transfer, as well as any expenses of NTC which are incurred in carrying out its duties under this Agreement in such a situation. ARTICLE XVIII  GOVERNING LAW The Account will be administered in the State of Ohio, and its validity, construction, and all rights hereunder shall be governed by the Home Owners’ Loan Act of 1933 and, to the extent not pre-empted, by the laws of Ohio. All contributions to the Account shall be deemed to occur in Ohio. ARTICLE XIX  IDENTITY VERIFICATION NOTICE To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies certain persons or entities that open an account. When an account is opened, NTC may ask for the name, address and other information 353 Item b. NRS (05/2023) -8 of 9- that will allow NTC to identify the entity or person that sponsors the Plan. NTC may also ask for a copy of identifying documents, such as a driver's license, government-issued business license, or other documents. ARTICLE XX  RULES OF CONSTRUCTION The Agreement, together with all attached schedules and any applicable investment contracts shall constitute the entire Agreement. The Plan and this Agreement shall be read and construed together. By signing this Agreement, the Sponsor represents to NTC that the Plan conforms to and is consistent with the provisions of this Agreement. Should the Plan need to be amended to conform to the provisions of this Agreement, the Sponsor is responsible for such amendments. The terms of this Agreement shall prevail over terms of the Plan in cases of conflict. ARTICLE XXI  WAIVER Failure of either party to insist upon strict compliance with any of the conditions of the Agreement shall not be construed as a waiver of any of such conditions, but the same shall remain in full force and effect. No waiver of any provision of the Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. ARTICLE XXII  REFERENCES Unless the context clearly indicates to the contrary, a reference to a statute, regulation, document, or provision shall be construed as referring to any subsequently enacted, adopted, or re-designated statute or regulation or executed counterpart. ARTICLE XXIII  SEVERABILITY If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue to be effective. ARTICLE XXIV  MUTUAL FUND DISCLOSURE The Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing of investments allocated to participant Plan accounts (“Investment Option Payments”). The Investment Option Payments include mutual fund service fee payments, which are described in detail at www.nrsforu.com, and other payments received from investment option providers. 354 Item b. NRS (05/2023) -9 of 9- Schedule of Investments (“Investment Authorization”) WHEREAS, NTC and the Sponsor have entered into an Agreement in which the assets of the Plan are to be held, invested and distributed; and WHEREAS, the authority to select the Funding Vehicles under the Plan resides with the Sponsor; and WHEREAS, NTC and Sponsor agree that NTC may act upon Written Instructions from the Sponsor; NOW THEREFORE, the Sponsor authorizes NTC to establish an account for each Funding Vehicle set forth below 1. On the Effective Date, the Funding Vehicles in the Plan shall be: AB Large Cap Growth A Allspring Special Small Cap Value A American Century Mid Cap Value R6 American Funds Europacific Growth R6 American Funds 2010 Trgt Date Retire R6 American Funds 2015 Trgt Date Retire R6 American Funds 2020 Trgt Date Retire R6 American Funds 2025 Trgt Date Retire R6 American Funds 2030 Trgt Date Retire R6 American Funds 2035 Trgt Date Retire R6 American Funds 2040 Trgt Date Retire R6 American Funds 2045 Trgt Date Retire R6 American Funds 2050 Trgt Date Retire R6 American Funds 2055 Trgt Date Retire R6 American Funds 2060 Trgt Date Retire R6 American Funds 2065Trgt Date Retire R6 BlackRock Equity Dividend Instl Dodge & Cox Income Fidelity® 500 Index Fidelity International Index PIMCO International Bond (USD-Hdg) Instl T. Rowe Price Mid-Cap Growth I Vanguard Inflation-Protected Secs Adm Vanguard Mid Cap Index Adm Vanguard Small Cap Index Adm Vanguard Total Bond Market Index Adm Nationwide True Flex Fixed Wasatch Core Growth Institutional - CIT The Funding Vehicle(s) may be modified at any time to include mutually agreeable options via written instructions from the Sponsor or its designee to NTC. 355 Item b. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Contract Award for Disposal of Water Treatment Plant Residuals Staff Contact: Amy Wyks, Director of Utilities David Christianson, Deputy Procurement Officer, Finance and Administrative Services Council Action Requested: Adopt a resolution awarding a contract to Denali Water Solutions, LLC for annual residuals removal services at the Water Treatment Plant in the amount of $243,000. Staff Recommendation: Award a contract for water treatment plant residuals removal to Denali Water Solutions, LLC in the amount of $243,000. Denali Water Solutions was founded in 1995 and has grown over the last 30 years to become the second largest handler of municipal biosolids in the United States, and the largest provider of industrial food processing residuals management. Headquartered in Russellville, Arkansas, Denali Water Solutions provides an assortment of residual management services nationwide. Commission Recommendation: None. Fiscal Impact: No additional funding is needed. The contract period is May 10, 2024, through May 9, 2025, which means the contract will cross Fiscal Year 2024 and 2025. The total contract amount is $243,000 or $20,250 monthly, although actual costs may vary due to weight of material to be disposed. Sufficient funding for the removal of water treatment plant residuals is programmed in the Fiscal Year 2024 and Fiscal Year 2025 adopted operating budgets for the Water Supply Division. The Fiscal Year 2024 budget for this purpose is $270,000 of which $48,000 is available for the projected $40,500 costs associated with this contract for the remaining months of Fiscal Year 2024. In Fiscal Year 2025, $270,000 is budgeted for this purpose. An additional appropriation is not necessary. Work Plan Impact: None. Residuals removal is a necessary component of plant operation and will be overseen by plant staff as part of normal plant operations. Town Plan Impact: This service meets the goals and objectives of Strategy 2.4.2 of the Town Plan by proactively ensuring that the Town’s water filtration plant process residuals are promptly and effectively removed, ensuring the plant will continue to meet regulatory requirements and production capacity needs. Executive Summary: As part of the water treatment process, the plant produces a residual sludge from materials removed from the source water of the Potomac River and the various treatment processes. The Town issued an Invitation to Bid for water treatment plant residuals sludge disposal and received one bid from Denali Water Solutions. The residuals removal services contract establishes an annual term contract to dispose of process residuals sludge from the Town’s Kenneth B. Rollins Water Treatment Plant. 356 Item c. Contract Award for Disposal of Water Treatment Plant Residuals April 9, 2024 Page 2 Background: Through the conventional treatment process, the water filtration plant removes sediment and suspended matter from the raw water. The product of this process, referred to as residuals or sludge, is accumulated in a specially designed thickener and stored on-site in two bolted steel tanks. These residuals are hauled by tanker truck from the facility to eventual land-application on agricultural fields as a soil conditioner. The volume of residuals “produced” is impacted significantly by the amount of water treated and sediment in the source water pumped from the river. The Town issued an Invitation for Bid for residuals removal services for the water treatment plant on February 16, 2024. Sealed bids were opened on March 14, 2024 at 3:00 pm. In response to the solicitation for sludge removal services, one (1) bid was received as follows: Denali Water Solutions, LLC $ 243,000.00 The bid was evaluated by the Director of Utilities and the Deputy Procurement Officer in accordance with the Town’s Procurement Policy. The lowest responsive and responsible bidder was determined to be Denali Water Solutions, LLC of Russellville, Arkansas. This is a unit price contract and the quantity intended for bid comparisons is an estimate, the contract will be awarded based on the estimated amount. The contract will be for an initial period of one year and renewable up to four additional consecutive one-year periods. Contract Start/End Date: Contract Start: May 10, 2024 Contract End Date: May 9, 2025 Proposed Legislation: RESOLUTION Award a Contract to Denali Water Solutions, LLC for Residuals Disposal at the Water Treatment Plant in the amount of $243,000 Draft Motions: 1. I move to approve the proposed Resolution to award a contract to Denali Water Solutions, LLC for water treatment plant residuals disposal in the amount of $243,000. 2. I move to deny the proposed Resolution to award a contract to Denali Water Solutions, LLC for water treatment plant residuals disposal in the amount of $243,000. OR 3. I move an alternate motion. Attachment: Draft Resolution 357 Item c. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ____________ A RESOLUTION : AWARD A CONTRACT TO DENALI WATER SOLUTIONS, LLC FOR RESIDUALS DISPOSAL AT THE WATER TREATMENT PLANT IN THE AMOUNT OF $243,000 WHEREAS, the Town of Leesburg (“the Town”) owns and operates a water treatment plant, known as the Kenneth B. Rollins Water Filtration Plant (WFP); and WHEREAS, the current water treatment plant residuals disposal contact is expiring May 31, 2024; and WHEREAS, in response to a public solicitation for residuals removal services, the Town received one bid from Denali Water Solutions, LLC in the amount of $243,000 on March 14, 2024; and WHEREAS, the bid was evaluated by the Deputy Procurement Officer and Director of the Department of Utilities in accordance with the Town’s Procurement Policy; and WHEREAS, Denali Water Solutions, LLC was determined to be the lowest responsive and responsible bidder; and WHEREAS, this is a unit price contract and the quantity used for bid comparison are estimates; and WHEREAS, the awarded contract is based on the unit price bid multiplied by the quantity included in the bid documents; and WHEREAS, there is sufficient funding in the Fiscal Year 2024 and adopted Fiscal Year 2025 Department of Utilities budget for residuals disposal services; and WHEREAS, no additional funding is needed to award this contract; and WHEREAS, this contract will be for an initial period of one year and renewable up to four additional consecutive one-year periods. 358 Item c. A RESOLUTION: AWARD A CONTRACT TO DENALI WATER SOLUTIONS, LLC FOR RESIDUALS DISPOSAL AT THE WATER TREATMENT PLANT IN THE AMOUNT OF $243,000 -2- 2023/08 THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. The Town Manager is authorized to execute a contract, in a form approved by the Town Attorney, with Denali Water Solutions in the amount of $243,000 for the disposal of water treatment plant residuals. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 359 Item c. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Cattail Lane Water Main Extension - Change Order for Design and Easement Acquisition Services Staff Contact: Amy Wyks, P.E., Director of Utilities Council Action Requested: Approve a change order in the amount of $68,009 for design and easement acquisition services with Whitman, Requardt, and Associates, LLP (WRA) for the extension of a 6-inch water main on Cattail Lane to the previously relocated 16-inch water transmission main at the Exeter dam, and authorize the Town Manager to execute the change order request. The Virginia Public Procurement Policy requires that if a change order is more than 25% of the amount of the original task order or $50,000, whichever is greater, Town Council approval is required. Staff Recommendation: Approve a change order request for design and easement acquisition services for the extension of a 6-inch water main on Cattail Lane to the previously relocated 16-inch water main at the Exeter dam in the amount of $68,009 to Whitman, Requardt, and Associates, LLP (WRA), and authorize the Town Manager to execute the change order. WRA is a nationally recognized professional services firm in the engineering, architectural, construction management, and environmental industry. The firm was founded in 1915 and is headquartered in Baltimore, Maryland. Today, WRA has more than 650 employees and 25 locations in the United States including Fairfax, Virginia. Commission Recommendation: Not applicable. Fiscal Impact: The change order is fully funded in the approved Fiscal Year 2024 Budget and Capital Improvements Program under the “Townwide Water Line Improvements and Repairs” project, which has an overall budget of $10,672,312. See Attachment #3. This specific water main extension is just one of several upgrading and resizing water line projects in the Town’s ongoing program in the Town’s Capital Improvement Program to improve the water delivery system. Approval of this change order will increase the respective task order with WRA for the Exeter Dam Water Main and Sanitary Sewer Relocation project to $301,238. Approved Town-Wide Project Budget $10,672,312 Spent and Encumbered To-Date 4,598,043 Change Order (just Cattail Lane Extension) 68,009 Total Project Balance After Change Order $6,006,260 360 Item d. Cattail Lane Water Main Extension - Change Order for Design and Easement Acquisition Services April 9, 2024 Page 2 Work Plan Impact: The execution of this change order will have minimal impact as this task is part of the current work plan for the Department of Utilities. Town Plan Impact: This project meets the goals and objectives of Strategy 2.4.2 of the Town Plan by proactively ensuring the water distribution system continues to function efficiently through improved resiliency while providing high quality water to customers. Executive Summary: This change order will provide additional design and easement acquisition services for the extension of a 6-inch water main on Cattail Lane to the proposed 16-inch water main. During the design of the relocation of the large lines near the Exeter pond, an additional benefit was identified for the system by extending the dead-end water line on Cattail Lane to connect with the new large main. This new water main extension will facilitate looping of distributed water and enhance water quality. This change order will include the necessary topographic and utility surveys and a revision to the Exeter Homeowners Association easement plat, which was previously developed under separate task order. Design engineering, environmental permitting, and utility designation and locating will be conducted. A new plan and profile drawing sheet will be added to the Exeter project. Background: The existing water and sanitary sewer mains at the Exeter Homeowners Association (HOA) Dam property are within the downstream embankment slope of the dam. The Town has worked with the HOA to establish new, mutually agreeable easement locations for relocation of the 16-inch diameter water main and the 18-inch diameter sewer main out of the slope of the dam as an important component of meeting Virginia Department of Conservation and Recreation requirements. In March 2022, WRA was awarded a task order for design services including construction bid documents for the relocation of the water and sanitary sewer mains at the Exeter Dam. See Attachment #3. . Town staff have determined that WRA’s services are also needed to eliminate a dead-end in the water distribution system at Cattail Lane. This will lead to enhanced water quality and system efficiency by extending the existing 6-inch water main from the Cattail Lane cul-de-sac to connect to the new 16-inch water transmission line. WRA’s proposal to perform the additional services necessary to design this water main and acquire the easement for it is $68,009. See Attachment #2. The Town of Leesburg has a contract with WRA (Contract No. 500640-FY20-09-D) to provide Comprehensive Engineering, Architectural, Surveying, and Related Services. Under the contract, if a change is more than 25% of the amount of the original task order or $50,000, whichever is greater, Town Council approval is required. Contract Start/End Date: Estimated Contract Change Order Start: 04/22/2024, Estimated Contract Change Order End Date: 06/21/2024 361 Item d. Cattail Lane Water Main Extension - Change Order for Design and Easement Acquisition Services April 9, 2024 Page 3 Proposed Legislation: RESOLUTION Approving a Change Order in the amount of $68,009 to Whitman, Requardt, and Associates, LLP for Engineering Design and Easement Acquisition Services for Extension of Cattail Lane NE Water Main Draft Motions: 1. I move to approve the proposed Resolution to Approve a Change Order in the Amount of $68,009 to Whitman, Requardt, and Associates, LLP for Engineering Design and Easement Acquisition Services for Extension of Cattail Lane Water Main. 2. I move to deny the proposed Resolution Approve a Change Order in the Amount of $68,009 to Whitman, Requardt, and Associates, LLP for Engineering Design and Easement Acquisition Services for Extension of Cattail Lane Water Main. OR 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Whitman, Requardt, and Associates, LLP Proposal for Change Order 3. Fiscal Year 2025 Adopted Capital Improvement Program Project Page 4. Map of proposed water main extension 2023/08 362 Item d. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPROVING A CHANGE ORDER IN THE AMOUNT OF $68,009 TO WHITMAN, REQUARDT, AND ASSOCIATES, LLP FOR ENGINEERING DESIGN AND EASEMENT ACQUISITION SERVICES FOR EXTENSION OF CATTAIL LANE NE WATER MAIN WHEREAS, the Town of Leesburg (“the Town”) owns and operates a water system and treatment facility; and WHEREAS, a change order for a current task order is needed to perform engineering design and easement acquisition services for extension of the Cattail Lane NE water main to the relocated Exeter water main; and WHEREAS, Whitman, Requardt and Associates, LLP provided a change order proposal in the amount of $68,009 to perform the engineering design and easement acquisition services for the Cattail Lane NE water main extension; and WHEREAS, the Town has an existing contract for Comprehensive Engineering, Architectural, Surveying, and Related Services with Whitman, Requardt and Associates, LLP; and WHEREAS, under the terms of the Comprehensive Engineering, Architectural, Surveying, and Related Services contract, projects more than 25% of the amount of the original task order or $50,000, whichever is greater, must be approved by Town Council; and WHEREAS, the Director of Utilities recommends approval of the change order; and WHEREAS, there is an ongoing fully funded capital improvement project (CIP) in the Adopted Fiscal Year 2024 Budget and CIP for the repair and improvements of water lines in the Town’s water system; and 363 Item d. A RESOLUTION: APPROVING A CHANGE ORDER IN THE AMOUNT OF $68,009 TO WHITMAN, REQUARDT, AND ASSOCIATES, LLP FOR ENGINEERING DESIGN AND EASEMENT ACQUISITION SERVICES FOR EXTENSION OF CATTAIL LANE NE WATER MAIN -2- 2023/08 THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. The Town Manager is authorized to execute a change order to an existing task order under the Town’s Comprehensive Engineering, Architectural, Surveying, and Related Services contract with Whitman, Requardt and Associates, LLP (Contract No. 500640-FY20-09-D), in a form approved by the Town Attorney, in the amount of $68,009 to perform engineering design and easement acquisition services for a water main extension from Cattail Lane NE to the relocated Exeter water main. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 364 Item d. H:\Leesburg\BOA 2020\2024 Tasks\Exeter WM Extension to Cattail Lane\Draft Revisions\rev3_9_24 CO Cattail Lane Water Main Extension.docx Revised March 12, 2024 Mr. George Brant Utilities Project Manager Town of Leesburg 1385 Russell Branch Parkway, SE Leesburg, VA 20175 Re: Change Order for Exeter – Cattail Lane Water Main Extension Dear George: WRA is pleased to provide this change order proposal for additional services to design the installation of a 6-inch or 8-inch water main connecting the proposed 16-inch water transmission main to the existing water distribution system on Cattail Lane. The new water main will extend from the proposed Exeter water transmission main at about station 7+00 (Sheet C-2) to the blowoff valve at the end of the Cattail Lane cul-de-sac. The new water main will facilitate looping of distributed water and enhance water quality. The new water main will be located closely to, and parallel to an existing sanitary sewer and ingress and egress easement. This proposal includes the topographic and utility survey and a revision to the Exter Homeowners Association easement plat, developed previously under separate task order. Design engineering, addition of the area to the JPA permit application and utility designation and locating will be conducted. A new plan and profile sheet will be added to the Exeter project. WRA’s additional work will include the following: 1. Survey of the area at Cattail Lane from the cul-de-sac to the expected connection of the new 6-inch water main to the proposed transmission main at about Station 7+00 (Exeter Water & Sewer Relocation Project, 90% Complete Design, October 2023, Sheet C-2). 2. Additional utility designation along the new water main alignment and extent of topographic survey. 3. Design of a new 6-inch or 8-inch water main from the existing blowoff valve on Cattail Lane to the relocated water transmission main at about Station 7+00. The design will include pipeline plan and profile and any details and specification edits needed for the design, not already included in the design plans. The new water main may utilize part of the existing 20-foot sanitary sewer and ingress/egress easement. The new water main will be designed to maintain adequate separation, vertically and horizontally, from the existing sanitary sewer, in accordance with Leesburg water main design standards and VDH regulations. Details for restoration of ground will be added, as needed, to the plans. A draft of the water main plan will be submitted to the Town and one set of comments regarding the design of the new water main will be incorporated into the Exeter plans and specifications. 4. Modification of the easement plat for relocated utilities on the Exeter Homeowners Association property and new easements on private property at Cattail Lane. The draft Exeter plat will be modified to depict extension of new water main easement towards Cattail Lane. Up to 2 additional plats will be developed to accommodate placement of the new water main on properties adjacent to the existing sewer main. The need (if any) for plats on private property discussed with you prior to developing the plats. WRA will create the linework for the surveyor (LandDesign) who will be developing the plats. 5. Modification of the Joint Permit Application. WRA will conduct a site visit and flag and GPS any wetlands along the alignment of the new water main. Wetlands geolocated in the field will be incorporated into the draft Joint Permit Application previously prepared for the project, but not yet submitted yet to the Virginia Marine Resources Commission. A new wetlands impact plate (if needed) will be added to the JPA. ITEMS PROVIDED BY THE TOWN OF LEESBURG: • Leesburg O&M personnel will locate and unearth buried Manhole J on the Exeter Homeowners Association property prior to the start of utility designation and survey. 365 Item d. George Brant Page 2 Town of Leesburg revised March 12, 2024 H:\Leesburg\BOA 2020\2024 Tasks\Exeter WM Extension to Cattail Lane\Draft Revisions\rev3_9_24 CO Cattail Lane Water Main Extension.docx • The Town will provide commentary on the new water main design. It is expected that the water main design will be placed on a new sheet added to the Exeter Water & Sewer Relocation Project. • The Town will determine if the existing sewer easement, in whole or in part, can be utilized for the water main and provide advice on the proposed easement for the water main. • The Town will provide comments on the linework for the plats, prior to creating the plats. • The Town will meet with property owners, if needed. • The Town will develop permits for the plats, other than the JPA. EXCEPTIONS • Modification of the existing sanitary sewer and future water transmission main beyond Station 7+00. • More than one round of comments and changes to the plan for the new main. • More than one revision to the plats. • This proposal does not include services during bidding or services during construction. • Easement negotiations are not included. If needed, easement negotiations with the property owners on Cattail Lane will be added as a separate Change Order. PROJECT SCHEDULE • The utility designation and topographic survey will be completed within 4 weeks of Notice to Proceed. • Submittal of the new water main plan and profile will be completed within 4 weeks of receiving the field data. • Final edits within 4 weeks of receiving comments from the Town. Our estimated fee for this additional work is $68,009. The fee is detailed in Attachment A and our subconsultant proposals are included as Attachments. Very truly yours, Whitman, Requardt and Associates, LLP Dean C. Westman Associate Enclosures ACCEPTED: ______________________________ Town of Leesburg 366 Item d. Associate/ Vice President Environment Project Manager Sr. Project Engineer / Scientist Project Engineer / Architect Design Engineer / Scientist Eng./Scientist Senior Designer Raw Hourly Rate Raw Hourly Rate $84.00 $75.00 $80.00 $47.50 $44.50 $42.00 $46.00 Design Phase Services 1 Survey 2 2 8 8 20 $1,052 2 Utility Designation 2 2 8 8 20 $1,052 3 Design of Water Main 8 40 48 100 196 $10,608 4 Easement Plats 2 8 8 8 26 $1,532 5 JPA Permit Modification 2 8 40 24 74 $3,692 $0 16 0 60 0 112 0 148 336 $17,936 Subtotal Hours 16 0 60 0 112 0 148 336 Direct Labor Costs ($)$1,344 $0 $4,800 $0 $4,984 $0 $6,808 $17,936 Total Labor Cost (@ 2.60 multiplier) ($) $3,494 $0 $12,480 $0 $12,958 $0 $17,701 $46,634 Cost Reproduction: $0 Utility Designation - Cattail Lane (Mid-Atlantic)$1,900 Topographic Survey - Plaza St (LandDesign)$7,225 Plat Modification of Exeter Easement (LandDesign)$4,750 Easement Plats - Cattail Lane Properties (LandDesign) [if necessary $3,750 ea.]$7,500 $0 $21,375 TOTAL COST PROPOSAL $68,009 OTHER DIRECT COSTS Total Direct Costs Travel @$0.575/mi Prj. Mgr. Subtotal Hours ATTACHMENT A TOWN OF LEESBURG - Change Order for Exeter Water - Sewer Project - Addition of Water Main from Caatail Lane to New Transmission Main Subtotal Technical Hours ESTIMATED TECHNICAL HOURS Subtotal Direct Labor CostTASK DESCRIPTION EMPLOYEE CLASSIFICATION 01/17/2024 revised 2/9/24 H:\Leesburg\BOA 2020\2024 Tasks\Exeter WM Extension to Cattail Lane\Draft Revisions\rev3_9_24 CO for Cattail Lane WM Extension.xlsx 367 Item d. TITLE: Townwide Water Line Improvements and Repairs (20505) STATUS: Ongoing LOCATION: Townwide PROGRAM DESCRIPTION: This project undertakes ongoing replacement and upgrades to deteriorated water lines associated with water line capacity improvements and other capital projects. The table on the next page provides a listing of the project categories, design, and/or construction costs and proposed scheduling. OPERATING IMPACT: Maintenance should be reduced due to the improved structural integrity of the water lines. New water line loops improve water flow rates and add to the reliability of the water distribution systems. GOAL ADDRESSED: Legacy Leesburg Town Plan (2022) Goal 2.4.2 calls for proactively ensuring the water system continues to function efficiently. This project replaces and upgrades deteriorated water lines. PROJECTSTART ESTIMATEDCOMPLETION Ongoing Ongoing Significant Dates Funding Sources Sources Total Required Project Funding Approp. Through 6/30/24 2025 2026 2027 2028 2029 2030 Total 6 Yr CIP Future Funds Required Line of Credit 15,964,846 7,964,846 —1,000,000 —1,000,000 1,000,000 1,000,000 4,000,000 4,000,000 PAY-GO 2,707,466 2,707,466 — — — — — — — — Total Sources $18,672,312 $10,672,312 $— $1,000,000 $— $1,000,000 $1,000,000 $1,000,000 $4,000,000 $4,000,000 Planned Uses Uses Total Project Cost Approp. Through 6/30/24 2025 2026 2027 2028 2029 2030 Total 6 Yr CIP Future Project Cost Project Management 833,300 433,300 —50,000 —50,000 50,000 50,000 200,000 200,000 Design/Engineering 2,043,300 818,300 — 118,750 — 118,750 118,750 118,750 475,000 750,000 Construction 15,795,712 9,420,712 — 831,250 — 831,250 831,250 831,250 3,325,000 3,050,000 Total Uses $18,672,312 $10,672,312 $— $1,000,000 $— $1,000,000 $1,000,000 $1,000,000 $4,000,000 $4,000,000 Operating Impact Operating/Maintenance 2025 2026 2027 2028 2029 2030 N/A — — — — — — Total Impact $—$—$—$—$—$— Description 2025 2026 2027 2028 2029 2030 Water Project Management $—$50,000 $—$50,000 $50,000 $50,000 Design/Engineering —118,750 —118,750 118,750 118,750 Waterline Rehabilitation and Repair —631,250 —731,250 631,250 731,250 Waterline Rehabilitation Coinciding with Public Works —200,000 —100,000 200,000 100,000 Total Cost $—$1,000,000 $—$1,000,000 $1,000,000 $1,000,000 Capital Improvements Program Utilities FY 2025 Adopted Budget Town of Leesburg, VA 368 Item d. RA D F ORD T E R N E LE E S B U R G B Y P Pla z a S t NE S K i n g St W Market S t 15 15 Balls Bluff BattlefieldRegional Park Ida Lee Park Tuscarora HS Leesburg CATT A I L L N 15 15 Proposed Water Main Proposed Gravity Sewer Main Connection to Exsiting Main 0 100 200 300Feet Town of Leesburg VirginiaExeter and Cattail Lane Water Extension Proposed 18" Sewe r Proposed 16" Water Proposed Connection to Dead End 369 Item d. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Water Pollution Control Facility – Award of Contract for Replacement of Plug Valves, Flow Tube, and Bypass Pumping Services Staff Contact: Amy Wyks, P.E., Director of Utilities David Christianson, Deputy Procurement Officer Council Action Requested: (1) Award a construction contract for replacement of plug valves, flow tube, and bypass pumping services at the Water Pollution Control Facility to CPP Construction Company, Inc. in the amount of $184,000; and (2) authorize the Town Manager to execute the construction contract and any future possible change orders, as necessary, not to exceed a 25% contingency. Staff Recommendation: (1) Award a construction contract for replacement of plug valves, flow tube, and bypass pumping services at the Water Pollution Control Facility to CPP Construction Company, Inc. in the amount of $184,000; and (2) authorize the Town Manager to execute the construction contract and change orders, as necessary, not to exceed a 25% contingency. CPP Construction Company, Inc. is a construction services company established in 2008 with a central office in Gaithersburg, Maryland that serves the Washington-Baltimore Metropolitan Region. The company is a heavy construction contractor specializing in water and wastewater treatment plant improvements and rehabilitation. Commission Recommendation: Not applicable. Fiscal Impact: No additional appropriation is needed. This is a fully funded project in the approved Fiscal Year 2024 Capital Improvements Program (CIP) under the “Utilities Repair, Replacement, and Rehabilitation (3R)” project. The Water Pollution Control Division included an estimate of $300,000 in the 3R project budget to complete this work. Based on bids received, this work is not expected to exceed $230,000 inclusive of a 25% contingency. Work Plan Impact: Minimal. There will be no sanitary sewer service disruption for Town of Leesburg customers. Utilities staff will coordinate and oversee the project as part of normal operations. Town Plan Impact: This project meets the goals and objectives of Strategy 2.4.2 of the Town Plan by proactively replacing plug valves and flow tubes to continue service and ensure efficient operation of the Water Pollution Control Facility. Executive Summary: The replacement of plug valves, flow tube, and bypass pumping project is part of the scheduled replacement of aging wastewater treatment plant infrastructure for the Utilities 370 Item e. Water Pollution Control Facility – Award of Contract for Replacement of Plug Valves, Flow Tube, and Bypass Pumping Services April 9, 2024 Page 2 Repair, Replacement, and Rehabilitation (3R) Project. Work includes replacing two plug valves, a flow tube, and the bypass pumping required to allow for these replacements. Background: The Department of Utilities Repair, Replacement, and Rehabilitation (3R) Project constitutes the ongoing maintenance and repair of infrastructure at the Water Pollution Control Facility. This project will replace two 30” plug valves and a flow tube. The plug valves, that isolate individual grit chambers for the influent sanitary sewer flow, were installed around 1994 and are at the end of their useful life. Similarly, the flow tube, is a Department of Environment (DEQ) permit requirements to measure the volume of the influent sanitary sewer flow. The flow tube is obsolete and replacement parts are no longer available. Bypass pumping services from the Influent Screenings Building to the Pista Grit Building is required to keep the plant operational during the replacement of these parts. In response to a public solicitation for the Plug Valves, Flow Tube Replacement and Bypass Pumping Services Project, the Town received three bids on March 18, 2024, as follows:  CPP Construction Company, Inc. $184,000  Lantz Construction Company of Winchester, Inc. $582,800  Archer Western Construction, LLC $1,345,220 The bids were evaluated by the Director of the Department of Utilities and the Deputy Procurement Officer in accordance with the Town’s Procurement Policy. CPP Construction Company, Inc. of Gaithersburg, Maryland was determined to be the lowest responsive and responsible bidder. This is a lump sum contract. Change order procedures are detailed in the contract documents. Contract Start/End Date: Construction is anticipated to commence in Summer 2024 and be completed by Fall 2024. Proposed Legislation: RESOLUTION Awarding Contract for Replacement of Plug Valves, Flow Tube, and Bypass Pumping Services at the Water Pollution Control Facility to CPP Construction Company in the amount of $184,000 and Authorizing the Town Manager to Execute the Contract and Any Future Possible Change Orders Draft Motions: 1. I move to approve the proposed Resolution to award the contract for plug valves, flow tube replacement and bypass pumping services at the Water Pollution Control Facility to CPP Construction Company, Inc. in the amount of $184,000; and authorize the Town Manager to execute the contract and any future possible change orders. 2. I move to deny the proposed Resolution to award the contract for plug valves, flow tube replacement and bypass pumping services at the Water Pollution Control Facility to CPP 371 Item e. Water Pollution Control Facility – Award of Contract for Replacement of Plug Valves, Flow Tube, and Bypass Pumping Services April 9, 2024 Page 3 Construction Company, Inc. in the amount of $184,000; and authorize the Town Manager to execute the contract and any future possible change orders. OR 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Fiscal Year 2025 Adopted Capital Improvement Program (CIP) Project Page 2023/08 372 Item e. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : AWARDING CONTRACT FOR REPLACEMENT OF PLUG VALVES, FLOW TUBE, AND BYPASS PUMPING SERVICES AT THE WATER POLLUTION CONTROL FACILITY TO CPP CONSTRUCTION COMPANY IN THE AMOUNT OF $184,000 AND AUTHORIZING THE TOWN MANAGER TO EXECUTE THE CONTRACT AND ANY FUTURE POSSIBLE CHANGE ORDERS WHEREAS, the Town of Leesburg (“the Town”) owns and operates a wastewater treatment plan, known as the Water Pollution Control Facility; and WHEREAS, the existing 30” plug valves at the Pista Grit Building were installed at the Water Pollution Control Facility around 1994 and are in need of replacement; and WHEREAS, the replacement of the plug valves and flow tube is a fully funded and approved 3R (Repair, Replacement, and Rehabilitation) project in the Department of Utilities Fiscal Year 2024 budget; and WHEREAS, staff had identified the replacement work in the project known as Plug Valves, Flow Tube Replacement and Bypass Pumping Services, which was publicly solicited for construction bids on February 13, 2024; and WHEREAS, in response to the public solicitation for construction bids for the Plug Valves, Flow Tube Replacement and Bypass Pumping Services, the Town received three bids on March 18, 2024, as follows:  CPP Construction Company, Inc. $184,000  Lantz Construction Company of Winchester, Inc. $582,800  Archer Western Construction, LLC $1,345,220; and WHEREAS, the bids were evaluated by the Director of the Department of Utilities and the Deputy Procurement Officer in accordance with the Town’s Procurement Policy; and 373 Item e. A RESOLUTION: AWARDING CONTRACT FOR REPLACEMENT OF PLUG VALVES, FLOW TUBE, AND BYPASS PUMPING SERVICES AT THE WATER POLLUTION CONTROL FACILITY TO CPP CONSTRUCTION COMPANY IN THE AMOUNT OF $184,000 AND AUTHORIZING THE TOWN MANAGER TO EXECUTE THE CONTRACT AND ANY FUTURE POSSIBLE CHANGE ORDERS -2- 2023/08 WHEREAS, CPP Construction Company, Inc. was determined to be the lowest responsive and responsible bidder; and WHEREAS, change order procedures are detailed in the construction contract documents; and WHEREAS, staff recommends the authorization of a construction contract with CPP Construction Company, Inc. in the amount of $184,000 to perform the replacement of plug valves, flow tube and bypass pumping services at the Water Pollution Control Facility; and WHEREAS, the Director of Utilities recommends approval of the contract; and THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. The Town Manager is authorized to execute a contract, in a form approved by the Town Attorney, with CPP Construction Company, Inc. in the amount of $184,000 for the Plug Valves, Flow Tube Replacement and Bypass Pumping Services Project. 2. The Town Manager is authorized to execute construction contract change orders as necessary and not to exceed the 25% contingency. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 374 Item e. TITLE: Utilities Repair, Replacement and Rehabilitation (3-R) STATUS: Ongoing LOCATION: Townwide PROGRAM DESCRIPTION: The Department of Utilities' Repair, Replacement and Rehabilitation (3-R) Program is a capital renewal program for water and wastewater facilities and assets. The program addresses the needs of the expanding and aging utility systems including vehicles, construction equipment, facilities, treatment plant pumps, piping and process components. While performing routine and preventative maintenance activities, assets are evaluated including condition assessment to determine the useful life and potential repair, replacement or rehabilitation. OPERATING IMPACT: Operational efficiencies, regulatory compliance, safety, security, and improvements to processes. GOAL ADDRESSED: Legacy Leesburg Town Plan (2022) Goal 2.4.2 calls for proactively ensuring water and wastewater systems continue to function efficiently. PROJECT START ESTIMATED COMPLETION Ongoing Ongoing Significant Dates Funding Sources Sources Total Required Project Funding Approp. Through 6/30/24 2025 2026 2027 2028 2029 2030 Total 6 Yr CIP Future Funds Required Line of Credit —————————— PAY-GO 31,461,000 3,635,500 4,887,500 2,261,000 2,553,000 3,232,000 2,543,000 2,349,000 17,825,500 10,000,000 Total Sources $ 31,461,000 $ 3,635,500 $ 4,887,500 $ 2,261,000 $ 2,553,000 $ 3,232,000 $ 2,543,000 $ 2,349,000 $ 17,825,500 $ 10,000,000 Planned Uses Uses Total Project Cost Approp. Through 6/30/24 2025 2026 2027 2028 2029 2030 Total 6 Yr CIP Future Project Cost Building Improvements 2,725,000 750,000 —250,000 200,000 200,000 325,000 —975,000 1,000,000 Computer Equipment 1,200,000 535,000 30,000 80,000 50,000 35,000 35,000 35,000 265,000 400,000 Computer Software 322,000 12,000 —12,000 12,000 12,000 12,000 12,000 60,000 250,000 Construction Equipment 638,100 33,100 ———175,000 30,000 —205,000 400,000 Electronic Equipment 1,420,000 520,000 —300,000 ————300,000 600,000 Design/Engineering ——————— Laboratory Equipment 442,400 28,400 10,000 —8,000 70,000 26,000 —114,000 300,000 Motor Vehicle Equipment 6,997,500 961,000 797,500 664,000 853,000 1,135,000 375,000 212,000 4,036,500 2,000,000 Power R&M Equipment 76,000 26,000 ———————50,000 Office Furniture 75,000 25,000 ———————50,000 Site Improvements 190,000 ——15,000 75,000 ———90,000 100,000 Utility Lines —————————— Water Poll Cont Plant Equip 8,030,000 355,000 1,775,000 630,000 820,000 765,000 845,000 990,000 5,825,000 1,850,000 Water Treatment Plant Equip 9,345,000 390,000 2,275,000 310,000 535,000 840,000 895,000 1,100,000 5,955,000 3,000,000 Total Uses $ 31,461,000 $ 3,635,500 $ 4,887,500 $ 2,261,000 $ 2,553,000 $ 3,232,000 $ 2,543,000 $ 2,349,000 $ 17,825,500 $ 10,000,000 (Appropriated Through 6/30/24 represents only Fiscal Year 2024 appropriations) Capital Improvements Program Utilities FY 2025 Adopted Budget - 24 -Town of Leesburg, VA 375 Item e. Council Meeting Date: April 09, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Supplemental Appropriation for Replacement of Police Department Vehicles Staff Contact: Renée M. LaFollette, P.E., Director of Public Works and Capital Projects Thea Pirnat, Police Chief Liz Weaver, Management and Budget Analyst Council Action Requested: Approve a supplemental appropriation of $152,000 to replace two Police Department vehicles that have been damaged beyond repair and are no longer operational. Staff Recommendation: Approve a supplemental appropriation of $152,000 to replace two Police Department vehicles that have been damaged beyond repair and are no longer operational. Commission Recommendation: Not applicable. Fiscal Impact: The total cost to replace the two outfitted police department vehicles is $152,000. Of the total requested, $101,300 represents the cost to replace the vehicles and $50,700 is needed to replace unsalvageable emergency equipment to outfit the vehicles. A supplemental appropriation of $152,000 is needed from the current fund balance within the Adopted Fiscal Year 2024 Capital Asset Replacement Program (CARP). This cost will ultimately be partially offset by approximately $55,600 in insurance reimbursement. Work Plan Impact: The purchase of vehicles and necessary vehicle accessory packages for the Leesburg Police Department (LPD) is part of the normal work plan for Fleet Division in the Department of Public Works & Capital Projects. Replacement vehicles are necessary for LPD to accomplish their work plan. Town Plan Impact: None. Executive Summary: The Leesburg Police Department (LPD) is requesting a supplemental appropriation in the amount of $152,000 to replace two police vehicles that have been damaged beyond repair in recent crashes. One vehicle is assigned to the K9 unit and one is assigned to Patrol. Timely replacement of the two vehicles is needed to ensure marked cruisers are available for on- duty Patrol officers to use during their shifts and to continue support for LPD’s take home vehicle program that is part of the Town’s compensation package for officers. Background: Two Leesburg Police Department vehicles (one assigned to K9; one assigned to Patrol) were recently involved in two separate crashes and damaged beyond repair. The two vehicles were subsequently totaled by the Town’s insurance company and are no longer operational and available for use in the Police Department’s 76-vehicle fleet. Of the 30 marked Patrol vehicles, there 376 Item f. Supplemental Appropriation for Replacement of Police Department Vehicles April 9, 2024 Page 2 are only two spares available for use by the four staffed patrol teams. The two spare cruisers remain unassigned due to their frequent use to accommodate vehicles out of service for maintenance and repair. In both vehicle accidents, the officers were determined not to be at fault. The first crash occurred on December 12, 2023 when a drunk driver struck a marked patrol cruiser. The second crash occurred on January 24, 2024 when a marked K9 cruiser was struck when it proceeded through an intersection with its emergency lights activated. Contract Start/End Date: Not applicable. Proposed Legislation: RESOLUTION Approving a Supplemental Appropriation for Police Department Vehicle Replacement in the amount of $152,000 from the Current Fund Balance within the Fiscal Year 2024 Adopted Capital Asset Replacement Program Draft Motions: 1. I move to approve the proposed Resolution approving a supplemental appropriation of $152,000 to replace two Police Department vehicles. 2. I move to deny the proposed Resolution approving a supplemental appropriation of $152,000 to replace two Police Department vehicles. OR 3. I move an alternate motion. Attachment: Draft Resolution 2023/08 377 Item f. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPROVING A SUPPLEMENTAL APPROPRIATION FOR POLICE DEPARTMENT VEHICLE REPLACEMENT IN THE AMOUNT OF $152,000 FROM THE CURRENT FUND BALANCE WITHIN THE FISCAL YEAR 2024 ADOPTED CAPITAL ASSET REPLACEMENT PROGRAM WHEREAS, two Leesburg Police Department vehicles were recently involved in separate crashes and damaged beyond repair; and WHEREAS, the vehicles were totaled by the Town’s insurance company and are no longer available for use; and WHEREAS, the police department requests a supplemental appropriation in the amount of $152,000 to replace the vehicles to ensure sufficient marked cruisers are available for on-duty Patrol; and WHEREAS, the Chief of Police recommends approval of the supplemental appropriation; and THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia that the Fiscal Year 2024 Adopted Budget is hereby amended, and an appropriation is made in the amount of $152,000 from the current fund balance in the Capital Asset Replacement Program (CARP) for the fiscal year beginning July 1, 2023, and ending June 30, 2024. Any unused funds remaining after June 30, 2024, may be carried forward to future fiscal years. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 378 Item f. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Supplemental Appropriation for the Compass Creek Annexation and Town Attorney’s Fiscal Year 2024 Operating Budget Staff Contact: Christopher P. Spera, Town Attorney Cole Fazenbaker, Management and Budget Officer Council Action Requested: Approve a supplemental appropriation in the amount of $300,000 from the Unassigned Fund Balance to complete the Compass Creek Annexation project, and to provide additional funds for the Town Attorney’s operating budget for Fiscal Year 2024. Staff Recommendation: Approve a supplemental appropriation to the Town Attorney’s Office in the amount of $300,000 for the Fiscal Year 2024 operating budget to cover costs related to the Compass Creek Annexation. Commission Recommendation: Not applicable. Fiscal Impact: The supplemental appropriation of $300,000 would be funded from the Unassigned Fund Balance. The Town has spent approximately $927,261 since 2019 on the annexation matter, including outside counsel fees, expert assessments and reports, and other costs associated with the proceeding. The legal services budget for expert outside counsel is $50,000 annually. Currently, there is an available balance of approximately $3,000. Work Plan Impact: This project is part of the current work plan for the Town Attorney’s Office. The annexation matter has taken significant time and resources to manage over the last four years. Town Plan Impact: None. Executive Summary: A supplemental appropriation of $300,000 to the Town Attorney’s Fiscal Year 2024 operating budget is requested to pay for services rendered in the last several months by our outside attorneys and facilitate the ongoing efforts required to finalize the Compass Creek Annexation. This amount was derived from consultation with our outside attorneys to determine what was necessary to complete the project and making certain assumptions about the nature and extent of future proceedings. The funds allocated earlier were adequate for the initial stages as the matter went forth as an adversarial one, including the preparation and submission of the annexation petition, along with expenses related to legal counsel and expert consultations necessary to meet the petition requirements. The additional appropriation is intended to address the legal expenses incurred over the last several months as well as those to be incurred in bringing the annexation to its conclusion as a voluntary settlement. 379 Item g. Supplemental Appropriation for the Compass Creek Annexation and Town Attorney’s Fiscal Year 2024 Operating Budget April 9, 2024 Page 2 Background: Council approved Resolution No. 2018-117, as amended through October 15, 2019, initiating a Boundary Line Agreement (BLA) for Area 1A of the Town’s Joint Land Management Area (JLMA) called Compass Creek. Pursuant to Resolution 2021-156, dated October 12, 2021, Council approved a second boundary adjustment. On April 13, 2022, the Loudoun County Board of Supervisors approved the second boundary adjustment, but it was not executed. On September 13, 2022, by Resolution No. 2022-113, Council approved a plan for annexation of the remaining parts of Compass Creek that are not already within the Town boundary. The Town filed its Notice of Intent to Petition for Annexation with the Commission on Local Government on September 28, 2022. In an effort to reach a resolution rather than go forward with the contested hearing, representatives from the Town and Loudoun County participated in a mediation session on January 10, 2024. This mediation resulted in a proposed set of terms for an agreed settlement of the annexation case which were incorporated into a voluntary settlement agreement. Council approved the voluntary settlement agreement at its February 27th meeting. The evidentiary hearing on the voluntary settlement agreement before the Commission on Local Government was held on March 21, 2024. The commission expects to reach a decision in May 2024. Contract Start/End Date: Not applicable. Proposed Legislation: RESOLUTION Approving a Supplemental Appropriation for the Compass Creek Annexation and Town Attorney’s Fiscal Year 2024 Operating Budget Draft Motions: 1. I move to approve the proposed Resolution. 2. I move to deny the proposed Resolution. OR 3. I move an alternate motion. Attachment: Draft Resolution 2023/08 380 Item g. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPROVING A SUPPLEMENTAL APPROPRIATION FOR THE COMPASS CREEK ANNEXATION AND TOWN ATTORNEY’S FISCAL YEAR 2024 OPERATING BUDGET WHEREAS, Council approved a plan for annexation of the remaining parts of Compass Creek that are not already within the Town boundary, which requires additional funds to address the legal expenses involved in concluding the remaining phases of the annexation; and WHEREAS, a supplemental appropriation of approximately $300,000 from the Unassigned Fund Balance is required to cover the costs associated with the Compass Creek Annexation proceedings; and WHEREAS, the Town Attorney’s Fiscal Year 2024 operating budget of $50,000 has been exhausted; and WHEREAS, the supplemental appropriation, totaling $300,000, will replenish the Town Attorney’s Fiscal Year 2024 operating budget as well as cover the costs of both recently incurred legal services and those expected to be incurred to allow the Town to continue the proceedings for the Compass Creek annexation. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. A supplemental appropriation from the Unsassigned Fund Balance is hereby approved in the amount of $300,000 to the Town Attorney's Office operating budget in the General Fund for the fiscal year beginning July 1, 2023 and ending June 30, 2024 to cover the costs associated with the proceedings related to the Compass Creek 381 Item g. A RESOLUTION: APPROVING A SUPPLEMENTAL APPROPRIATION FOR THE COMPASS CREEK ANNEXATION AND TOWN ATTORNEY’S FISCAL YEAR 2024 OPERATING BUDGET -2- Annexation as well as replenish the Town Attorney’s Fiscal Year 2024 operating budget. 2. All unused appropriations may be carried over to subsequent fiscal years. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 382 Item g. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Appointment to the Parks and Recreation Commission – Patrick Aragon Staff Contact: Eileen M. Boeing, CMC, Clerk of Council Council Action Requested: Consideration of an appointment of Patrick Aragon to the Parks and Recreation Commission. Staff Recommendation: Not applicable. Commission Recommendation: Not applicable. Fiscal Impact: Section 2-197 of the Town Code provides for annual compensation of $1,350 for the Chair of the Parks and Recreation Commission and $1,200 for Parks and Recreation Commission members. Funds are available within the current Fiscal Year 2024 general fund budget. Work Plan Impact: None. Town Plan Impact: None. Executive Summary: One vacancy currently exists on the Parks and Recreation Commission. This appointment belongs to Council Member Kari Nacy with the resignation of Natalie Carroll. Background: The terms of office for commissioners correspond to the term of the council member who appointed them. The appointment of Patrick Aragon belongs to Council Member Kari Nacy and is effective through December 2024. Membership on the Parks & Recreation Commission shall consist of seven members who shall be residents of the town or town business owners, but at least four members shall be residents of the town. Patrick Aragon is a town resident. Contract Start/End Date: Not applicable. Proposed Legislation: RESOLUTION Appointing Patrick Aragon to the Parks and Recreation Commission Draft Motions: 1. I move to approve the proposed Resolution. 2. I move to deny the proposed Resolution. 383 Item h. Appointment to the Parks and Recreation Commission April 9, 2024 Page 2 OR 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Statement of Interest & Resume – P. Aragon 384 Item h. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPOINTING PATRICK ARAGON TO THE PARKS AND RECREATION COMMISSION WHEREAS, participation by public-spirited citizens on town boards, commissions and committees is vital to the success of town government and the democratic process; and WHEREAS, boards, commissions and committees serve an indispensable role in providing recommendations concerning town policy and programs; and WHEREAS, Council desires to appoint effective individuals to serve at its will and pleasure on these advisory boards; and WHEREAS, terms of Boards and Commissions members correspond to the term of the Council Member that nominated them. This appointment belongs to Council Member Kari Nacy; and WHEREAS, membership on the Parks and Recreation Commission may consist of Town residents or business owners with at least four members being town residents. Mr. Aragon is a town resident. THEREFORE, RESOLVED, that the Council of the Town of Leesburg in Virginia hereby appoints Patrick Aragon to the Parks and Recreation Commission to a term ending on December 31, 2024. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 385 Item h. Board or Commission of Interest First Name Last Name Board or Commission of Interest Description Parks and Recreation Commission Patrick Aragon As a town resident and an eager parks and recreation professional, I am passionate about exploring programming options in the Town of Leesburg at our local facilities via the Parks and Recreation Commission. 386 Item h. Patrick Aragon patrickaragon12@gmail.com 227 Shirley SQ SE, Leesburg VA, 20175. 703-915-7424 EDUCATION: Shepherd University – Shepherdstown, WV Bachelor’s Degree: Regents Bachelor of Arts. (120 Credits of Recreation & Leisure with a concentration in Exercise Science) PROFESSIONAL EXPERIENCE: Loudoun County Parks, Recreation, and Community Services. Adult Sports Coordinator/Programmer and Content Creator: July 2015- present As the Adult Sports Coordinator for Loudoun County Parks, Recreation, and Community Services I develop, implement, create, and analyze adult sports leagues and tournaments. Furthermore, I identify trends in the community to meet patrons’ expectations, create content and marketing materials to promote programs, and build relationships. In addition, I work together with vendors and procurement to finalize contracts in accordance with the adult sports services. I supervise facility supervisors throughout the county at parks and schools while on call. Furthermore, I help hire and evaluate facility supervisors who are seeking opportunities with Loudoun County PRCS. Lastly, I collaborate with the sports team to develop marketing strategies to promote all sports. 387 Item h. Michael & Son Sportsplex – Dulles, VA Youth Programs Director: August 2012 to July 2015 As the Youth Program Director, I oversaw 3 Child Development programs and 2 skills training programs for soccer and basketball. In addition, I coordinated two Youth soccer leagues, 2 Youth Futsal leagues, 1 lacrosse league and Youth summer camps. My responsibilities also include hiring, evaluating, marketing, implementing, and organizing each program as well as the daily operations of the facility. Furthermore, I enforced facility rules and guidelines for member use. Lastly, I worked in accordance with the General manager to ensure the facility was safely, maintained, and upheld to the highest standard. TNT Fitness – Bethesda, MD Fitness Coach: May 2010 to January 2011 As a TNT coach I motivated, trained, and lead 10-12 clients per class through a 12-week circuit training program on the gym floor. My responsibilities included providing knowledge on nutrition, body mass index, and proper training techniques. City of Gaithersburg, Department of Parks, Recreation and Culture – Gaithersburg, MD Team Leader: May 2005 to August 2009 Responsible for organizing trips, activities, and crafts for 60 + campers. Also, supervised 50 counselors in training and junior/senior counselors over my 4-year period. 388 Item h. EXTRACURRICULAR: Broad Run High School JV Baseball Head Coach 2022-23. Dominion High School JV baseball assistant coach 2021-23. Capitan – Shepherd University Varsity Baseball Team – 2009 to 2010 2009 All-tournament team. Shortstop 2009 Conference and conference tournament champions. 2009 Regional birth. Participant – Army Ten-miler – 2009, 2010, and 2011 World’s Toughest Mudder participant-2018, 2019,2020. Spartan World Championship participant- 2016 & 2017. Completed 4-50k races, 3-50-mile races, and 1-80-mile race. Avid trail and road runner. 389 Item h. VOLUNTEERISM: Dominion JV baseball team assistant & Varsity/JV infield coach. (2021- 22) The Barking Cat Pet Store (2012); the Gaithersburg, Chapter of The Humane Society (2012); Whetstone Elementary School (2012); and Nursing home and implemented activities for seniors in Martinsburg, WV 2010) Student Teacher, Physical Education, Morgan Academy, Martinsburg, WV (2008) Home Delivered Meals to seniors across Loudoun County during the COVID-19 Pandemic. Trail maintenance on the Appalachian trail. 390 Item h. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Appointment to the Tree Commission – Tara Holt Staff Contact: Eileen M. Boeing, CMC, Clerk of Council Council Action Requested: Consideration of an appointment of Tara Holt to the Tree Commission. Staff Recommendation: Not applicable. Commission Recommendation: Not applicable. Fiscal Impact: Section 2-197 of the Town Code provides for annual compensation of $1,350 for the Chair of the Tree Commission and $1,200 for Tree Commission members. Funds are available within the current Fiscal Year 2024 general fund budget. Work Plan Impact: Not applicable. Town Plan Impact: Not applicable. Executive Summary: One vacancy currently exists on the Tree Commission with the resignation of Roberta Griffith. This appointment belongs to Vice Mayor Neil Steinberg. Background: The terms of office for Commissioners correspond to the term of the council member who appointed them. The appointment of Tara Holt is effective through December 2026. Membership on the Tree Commission may consist of Town residents or Town business owners. Ms. Holt is a Town resident. Contract Start/End Date: Not applicable. Proposed Legislation: RESOLUTION Appointing Tara Holt to the Tree Commission Draft Motions: 1. I move to approve the proposed Resolution. 2. I move to deny the proposed Resolution. OR 391 Item i. Appointment to the Tree Commission – Tara Holt April 9, 2024 Page 2 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Statement of Interest – T. Holt 2023/08 392 Item i. 2023/08 PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPOINTING TARA HOLT TO THE TREE COMMISSION WHEREAS, participation by public-spirited citizens on town boards, commissions and committees is vital to the success of town government and the democratic process; and WHEREAS, boards, commissions and committees serve an indispensable role in providing recommendations concerning town policy and programs; and WHEREAS, Council desires to appoint effective individuals to serve at its will and pleasure on these advisory boards; and WHEREAS, terms of Boards and Commissions members correspond to the term of the Council Member that nominated them. This appointment belongs to Vice Mayor Steinberg; and WHEREAS, membership on the Tree Commission shall consist of town residents or town business owners. Ms. Holt is a Town resident. THEREFORE, RESOLVED, that the Council of the Town of Leesburg in Virginia hereby appoints Tara Holt to the Tree Commission to a term ending December 31, 2026. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 393 Item i. Board or Commission of Interest First Name Last Name Board or Commission of Interest Description Tree Commission Tara Holt I have lived in Leesburg since 2008 and have been taking (almost) daily walks around town for the past five years. I have enjoyed the tree walks through town and at Ida Lee, and I am interested in learning more about what the Tree Commission does, and possibly getting involved. I don't have any formal training, but over the past few years I have developed a great appreciation for the importance of spending time in nature and the impact it can have on mental health and well-being. 394 Item i. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : APPROVE SUPPLEMENTAL FUNDING IN THE AMOUNT OF $43,000 FOR THE LEESBURG PERFORMING ARTS CENTER BUSINESS PLAN TO BE COMPLETED BY WEBB MANAGEMENT WHEREAS, the Town Council accepted a Public Private Partnership proposal for the redevelopment of the Liberty Street Parking Lot for consideration on March 28, 2023; and WHEREAS, on April 25, 2023, the Town Council appointed Council and staff members to join the proposing team to serve on the Liberty Lot Public Private Partnership Workgroup to further explore, evaluate, and refine the initial proposal; and WHEREAS, the Town Council allocated $30,000 to the Workgroup to fund consultant support for studies related to this project; and WHEREAS, to date the workgroup has spent $8,713 on the Size and Use Analysis Report completed by Louise Stevens and $10,700 on the Fiscal Impact Analysis completed by RCLCO Real Estate Consulting; and WHEREAS, the Workgroup has requested Town Council provide $43,0000 in additional funding to complete a “Leesburg Performing Arts Center Business Plan” to be completed by Webb Management; and WHEREAS, Webb Management will provide a detailed report and presentation in the total amount of $53,000 that will include elements such as Market Analysis, Site Evaluation for up to four locations, Staffing & Service Needs, Funding Strategies, Economic Impact Analysis, and a Programing Plan and Activity Profile; and WHEREAS, this study needs to be completed within six months of notice to proceed being issued to the consultant. 395 Item j. A RESOLUTION: APPROVE SUPPLEMENTAL FUNDING IN THE AMOUNT OF $43,000 FOR THE LEESBURG PERFORMING ARTS CENTER BUSINESS PLAN TO BE COMPLETED BY WEBB MANAGEMENT -2- 2023/08 THEREFORE, RESOLVED, the Council of the Town of Leesburg in Virginia as follows: 1. Appropriate $43,000 in additional funding from unspent funds previously allocated to the Liberty Street Parking Lot site remediation study work to supplement the remaining $10,587 in Workgroup study funds to fully fund the Webb Management Business Plan Report in the total amount of $53,000. 2. Town Council will review and approve the final scope of work for the Business Plan Report at the April 23, 2024 Council Regular meeting prior to the Town issuing the notice to proceed to Webb Management which is anticipated to be May 1,2024. 3. The Business Plan Report must be completed within six months of notice to proceed being issued to the consultant, and be presented to Town Council by the consultant at a future Work Session no later than the 2nd meeting in November 2024. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 396 Item j. 2023/08 PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : INITIATING AN AMENDMENT TO THE ZONING ORDINANCE TO REQUIRE A SPECIAL EXCEPTION APPROVAL FOR A DATA CENTER USE IN THE PEC, PLANNED EMPLOYMENT CENTER DISTRICT AND THE I-1, INDUSTRIAL/RESEARCH PARK DISTRICT WHEREAS, the Code of Virginia §15.2-2286 and Zoning Ordinance §3.2 permit the Council of the Town of Leesburg in Virginia to, by resolution, initiate amendments to the regulations of the Zoning Ordinance that the Council finds to be prudent; and WHEREAS, the Council discussed data center uses at their regular meeting on April 9, 2024; and WHEREAS, the Council is of the opinion that public necessity, convenience, general welfare, and good zoning practice warrant the consideration of amendments to the Zoning Ordinance to require a special exception approval by Town Council for a data center in the PEC, Planned Employment Center District and the I-1, Industrial/Research Park District. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. Amendments to the Zoning Ordinance are hereby initiated, and recommended to the Planning Commission to amend Zoning Ordinance sections as necessary in order to facilitate the intent of this initiation, based on the feedback provided by the Town Council at their work session on April 8, 2024. 2. The Planning Commission shall hold a public hearing to consider these amendments to the Zoning Ordinance, and to report its recommendation to the Town Council pursuant to §15.2-2204 of the 1950 Code of Virginia, as amended. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 397 Item k. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Water and Sanitary Sewer Service Extension - New Loudoun County Government Facilities near Kincaid Boulevard Staff Contact: Amy Wyks, Director of Utilities Council Action Requested: Approve resolution to extend water and sanitary sewer service to proposed Loudoun County Government Buildings located near the intersection of Kincaid Blvd and Adoption Drive with conditions. Staff Recommendation: Approval of extension request of water and sanitary sewer service to proposed Loudoun County Government Buildings located outside of the Town limits with conditions defined in the draft resolution. See Attachment #1. Commission Recommendation: Not applicable. Fiscal Impact: The design and construction costs for extension of utility infrastructure and connection will be incurred by the applicant; there will be no costs incurred by the Town. The Town will receive all applicable connection fees, including availability and pro-ratas. After connection, the utility account will be charged a quarterly utility bill including a combination of fixed rate charges and charges based on consumption. Work Plan Impact: Review and inspection of this development project is included in the normal duties of Utility staff members. Town Plan Impact: Goal and objective 2.4 of the “Legacy Leesburg” Town Plan, ensuring proactive utility planning to improve quality of life and maintain capacity to serve future development, will be satisfied with approval of service extension to the new Loudoun County Government Building. Executive Summary: J2 Engineers, on behalf of Loudoun County (the applicant), is requesting Town Council approval of out-of-town utility extension of Town water and sanitary sewer to serve the proposed 425,000 square foot Loudoun County Government buildings, including a cafeteria on one of the buildings, to be located near the intersection of Kincaid Blvd and Adoption Drive. Town water and sewer utilities currently serve the other Loudoun County facilities in the immediate surrounding area. The Town’s existing utility system can support the proposed development’s estimated daily water demand of 44,100 gallons. 398 Item a. Water and Sanitary Sewer Service Extension – New Loudoun County Government Facilities Near Kincaid Boulevard April 9, 2024 Page 2 Background: In accordance with Town Code Sections 34.1-114 and 34.1-216, no person shall connect to or extend the water or the sewer system to serve users or property located out of the town corporate limits without the approval of the Town Council, and the issuance of a public facility permit as provided in this article. J2 Engineers, on behalf of the County of Loudoun, has made an application to the Town Council per the attached letter for extension of water and sanitary sewer service. See Attachment #2. The project includes a 23-acre site on the Loudoun County owned 646-acre property located just outside the Town of Leesburg Corporate Limits and within the Joint Land Management Area (JLMA). Town water and sanitary sewer utilities currently serve adjacent properties. See Attachment #3. Water and Sewer Availability for Loudoun County Government Building Parcel In its application for the new government building, the applicant provided a calculation of its estimate for water usage at 44,100 gallons per day for the site. Staff will calculate the connection fees, availability, and pro-rata pursuant to standard practice. Water Service Details Based on the project location, existing water infrastructure can be extended to serve the proposed government building at two points of connection as shown in the drawing submitted with the extension request. At plan submission, computations must be provided to ensure the water extension meets all required criteria of the Virginia Waterworks Regulators and Town. A water model will be required to determine adequate fire flow and capacity. Water Pro-Rata Details There is one water system pro-rata fee, the Sycolin Water Tank, that is applicable to the site. Sewer Service Details Based on the project location, existing sanitary sewer infrastructure can be extended to serve the proposed government building. All wastewater from the site shall flow by gravity. Sanitary Sewer Pro-Rata Details There is one sanitary sewer pro-rata, Lower Sycolin Sewer, that is applicable to the site. Conditions 1. The applicant shall satisfy payment of a Town Public Facilities Permit (PFP) prior to issuance of a Loudoun County Building Permit. 2. The Applicant shall decommission the existing pump station, located at the Loudoun County Adult Detention Center, and known as the DGS Pump Station, which includes commissioning new infrastructure to remove solid wastes for disposal at a landfill prior to the water meter set for the Loudoun County Government Building. 3. All existing Town of Leesburg public water mains and sanitary sewer mains on the subject property in the vicinity of Loudoun Center Place without recorded easements shall be formally recorded prior to water meter set for Loudoun County Government Building. 399 Item a. Water and Sanitary Sewer Service Extension – New Loudoun County Government Facilities Near Kincaid Boulevard April 9, 2024 Page 3 Proposed Legislation: RESOLUTION Conditional Approval of Water and Sanitary Sewer Extensions for New Loudoun County Government Facilities Near Kincaid Boulevard Draft Motions: 1. I move to approve the proposed Resolution for conditional approval of water and sanitary sewer extensions for New Loudoun County Government Facilities Near Kincaid Boulevard 2. I move to deny the proposed Resolution for conditional approval of water and sanitary sewer extensions for New Loudoun County Government Facilities Near Kincaid Boulevard OR 3. I move an alternate motion. Attachments: 1. Draft Resolution 2. Letter from J2 Engineers 3. Development Map 2023/08 400 Item a. PRESENTED: April 9, 2024 RESOLUTION NO. 2024- ADOPTED: ___________ A RESOLUTION : CONDITIONAL APPROVAL OF WATER AND SANITARY SEWER EXTENSIONS FOR NEW LOUDOUN COUNTY GOVERNMENT FACILITIES NEAR KINCAID BOULEVARD WHEREAS, J2 Engineers, on behalf of the County of Loudoun (Applicant), has requested the approval of water and sanitary sewer extension to the proposed Loudoun County Government Building project; and WHEREAS, Loudoun County Government Building is proposed to be located outside the Town’s corporate limits near the intersection of Kincaid Boulevard and Adoption Drive; and WHEREAS, the Loudoun County Government Building parcel is located within the Joint Land Management Area (JLMA) and identified to be in the Town’s utility service area; and WHEREAS, existing and proposed Town water and sanitary sewer infrastructure are in the vicinity of the proposed project; and WHEREAS, existing pro rata water and sanitary sewer fees are applicable, Sycolin water tank and Lower Sycolin sewer, and the applicant is responsible for all pro-rata payments due; and WHEREAS, Loudoun County and the Town of Leesburg entered into an agreement on January 11, 2018 to decommission the County’s DGS Pump Station, which is located in the JLMA and receives wastewater from the Loudoun County Adult Detention Center; and WHEREAS, the Director of Utilities recommends approval of extension of Town water and sanitary sewer for the proposed project so long as the conditions set forth in this Resolution are satisfied by the Applicant. 401 Item a. A RESOLUTION: CONDITIONAL APPROVAL OF WATER AND SANITARY SEWER EXTENSIONS FOR NEW LOUDOUN COUNTY GOVERNMENT FACILITIES NEAR KINCAID BOULEVARD -2- THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows: 1. The extension of municipal water and sanitary sewer for Loudoun County Government is approved in accordance with Section 34.1-114 and 34.1-216 of the Town Code so long as the following condition is met by the Applicant prior to the issuance of the Public Facilities Permit (PFP): a. The applicant shall pay all water and sewer connection, availability, water and sanitary sewer pro-rata shares, and any other applicable fees for water and sanitary sewer services of the Loudoun County Government Building prior to the issuance of a Building Permit issued by Loudoun County. 2. The Applicant shall decommission the existing DGS pump station, which includes commissioning new infrastructure to remove solid wastes from the wastewater so the solid waste can be disposed at a landfill prior to the water meter set for the Loudoun County Government Building. 3. All existing Town of Leesburg public watermain and sanitary sewer mains on the subject property (PIN 191169866) in the vicinity of Loudoun Center Place without recorded easements shall be formally recorded by the Applicant prior to water meter set for Loudoun County Government Building. 4. The Applicant shall pay the cost of constructing facilities and improvements needed to connect to the Town’s water and sewer system to serve Loudoun County Government Building. 402 Item a. A RESOLUTION: CONDITIONAL APPROVAL OF WATER AND SANITARY SEWER EXTENSIONS FOR NEW LOUDOUN COUNTY GOVERNMENT FACILITIES NEAR KINCAID BOULEVARD -3- 5. For purposes of the water and sewer availability fee, the peak daily demand, and sanitary sewer flow for proposed government building is estimated at 44,100 gallons per day. 6. The Town Council must approve or deny any subsequent request, via a subsequent Town Council Resolution, for increased water demand and/or sanitary sewer flow capacities over and above the quantities set forth hereinbefore. 7. If at any time, the Town receives information that the water demand and/or sanitary sewer flow for Loudoun County Government Building consistently exceeds the total amounts set forth hereinbefore, the Applicant or developer shall: (a) seek Town Council approval for increased demand if directed by the Town’s Director of Utilities; (b) pay all additional fees set forth in paragraph a; and (c) if directed by the Town’s Director of Utilities, obtain and pay for a comprehensive water and/or sewer model and study that analyzes and defines the impacts to the Town’s utility system from the Town’s utilities engineering consultant. 8. Nothing herein shall be deemed a “holding out” by the Town as the sole water and sanitary sewer provider outside its boundaries in this vicinity nor shall it operate as a commitment to provide such services to any party other than the Applicant or for any purpose other than the purposes stated herein. 9. This approval of extensions of water and sewer services and the accompanying conditions shall continue in the event of a conveyance of the subject property to any subsequent purchaser of the parcels listed in this Resolution, and/or successor or 403 Item a. A RESOLUTION: CONDITIONAL APPROVAL OF WATER AND SANITARY SEWER EXTENSIONS FOR NEW LOUDOUN COUNTY GOVERNMENT FACILITIES NEAR KINCAID BOULEVARD -4- 2023/08 assignee of the Applicant. However, this approval does not guarantee future expansion of service. 10. The Town shall not provide water and sanitary sewer service to the Loudoun County Government Building until all conditions set forth in Sections 1 or 2 are met. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ____________________________ Clerk of Council 404 Item a. SEPTEMBER 20, 2023 TO Mr. Kaj H. Dentler, Town Manager Town of Leesburg 25 West Market Street Leesburg, Virginia 20176 RE Extension of Town of Leesburg Water and Sanitary Sewer for Proposed LC Government Building Loudoun County, Virginia J2E Project Number #HGA2203 DEAR MR. DENTLER: County of Loudoun Department of Transportation and Capital Infrastructure is in the process of expanding development on PIN 191169866 for additional government buildings. This expansion is on approximately 23 areas of the 646-acre County- owned property located northwest of the intersection of Kincaid Blvd. and Crosstrail Blvd. This property is zoned JLM-20A (Joint Land Management Area) and as such, water and sanitary sewer utilities are provided by the Town of Leesburg. Public water and sanitary sewer infrastructure provided by the Town of Leesburg is already in place and provides service for the Animal shelter and other uses. Improvements will be provided in accordance with the latest facilities standards. J2, acting on behalf of the County of Loudoun Department of Transportation and Capital Infrastructure, are requesting approval to begin the process of submitting Site Plans to Loudoun County and will also comply in submitting copies to the Town of Leesburg. The attached plan reflects the water and sanitary sewer connections to the Town utilities. The proposed waterline will extend the 8” waterline from the Animal Shelter around the proposed building and extend to the existing 8” waterline by the Bus Maintenance building creating a valuable loop. The proposed sanitary sewer will extend from the site to the Town maintained trunk line located within the minor floodplain of Sycolin Creek. Currently, the proposed layout provides for approximately 425,000 square feet of office space. Per DCSM Article 2-122.2 (Drawing WD-1) and Article 4-130.4A (Drawing SD-2), the water and sanitary sewer demands required for would be 42,500 gallons per day (each calculated as 0.1gpd / gross S.F.). The ultimate design is also expected to incorporate a cafeteria in one building, although there is currently no information available as to the size or seating capacity. Assuming a maximum seating capacity of 100 people, we would anticipate a daily demand for this use of 1,600 gallons per day. This demand is based on Town of Leesburg standards for “Restaurant –Limited Service/Fast Food” at 8 gallons per seat per meal, assuming breakfast and lunch are served. The total demand required for the development is approximated at 44,100 gallons per day. Pursuant to Town Code Sections 34.1-114.(b) and 34.1-216 (b), we formally request this extension of the existing waterline and sanitary sewer be presented to the Town Council for approval. Should you have any questions regarding this matter, please feel free to contact me (703) 361-1550 Ext 348. Thank you for your consideration of our request. Sincerely, Andy Gorecki Andy Gorecki PE, DBIA, LEED AP ASSOCIATE DBIA-MAR PRESIDENT J2 ENGINEERS, INC. dba J2 4080 Lafayette Center Drive, Suite 330 Chantilly, Virginia, 20151 agorecki@j2atwork.com 703.361.1550 ext. 348 405 Item a. CRO S S T R A I L BLVD . KI N C A I D B L V D . H BUCSA, MARLENE S & SORIN BIE GIE & HEIDI L. LEE STEVEN E. & CAROLYN S. CHASE MARK M. & BETH A. POLANSKY COLETTE L. MACKEY REVOCABLE TRUST EX. LOUDOUN COUNTY ANIMAL SERVICES BOARD OF SUPERVISORS OF LOUDOUN COUNTY, VIRGINIA PROP. 8' TRAIL PROP. 8 ' T R A I L PROP. 8' TRAIL PROP . 8 ' T R A I L PR O P . 8 ' T R A I L PR O P . 8 ' T R A I L PRO P . 5 ' S / W PRO P . 5 ' S / W PR O P . 5 ' S / W PR O P . 5 ' S / W PRO P . 5 ' S / W PRO P . 5 ' S / W PRO P . 5 ' S / W PRO P . 5' S/ W PO T E N T I A L U N D E R G R O U N D SW M / B M P F A C I L I T Y POTE N T I A L UNDE R G R O U N D SWM / B M P F A C I L I T Y POT E N T I A L UND E R G R O U N D SWM / B M P F A C I L I T Y LOCATION OF EX. 8" WATERLINE TIE-IN LOCATION OF EX. 8" SANITARY SEWER TIE-IN EX. STR 1083 RIM = 298.86' INV IN = 287.80' INV OUT = 287.70' APPROX. 4,100 LF - 8" DIP WATERLINE PROP. 8" WATERLINE PROP. 8" SANITARY SEWER STORM SEWER STORM SEWER STORM SEWER STORM SEWER STORM SEWER STORM SEWER EX. 8" WATERLINE EX. 8" SANITARY SEWER APPROX. LOCATION OF EX. 8" WATERLINE TIE-IN VA. S T A T E G R I D N A D 8 3 N O R T H N FEET1 INCH = ( IN FEET ) 0 GRAPHIC SCALE 40 80 160 80 DE S C R I P T I O N PLAN# DATE: CONTOUR INT.= SCALE: SHEET RE V I S I O N S PL A N D A T E OF J2 Engineers, Inc. www.j2engineers.com DA T E No . J2 E n g i n e e r s - X : \ D R A W I N G S \ A C T I V E \ L o u d o u n G o v t O f f i c e B l d g \ S T P L \ E X H I B I T \ T O L W a t e r l i n e E x t \ U t i l i t y E x t e n s i o n E x h i b i t . d w g [ E X H I B I T ] S e p t e m b e r 1 9 , 2 0 2 3 - 5 : 0 4 p m j m e y e r TO W N O F L E E S B U R G W A T E R L I N E E X T E N S I O N E X H I B I T LO U D O U N G O V E R N M E N T O F F I C E LE E S B U R G E L E C T I O N D I S T R I C T LO U D O U N C O U N T Y , V I R G I N I A 01 01 HGA2203 SEPTEMBER 20, 2023 2' 1" = 80' ------------- 4080 Lafayette Center Drive Suite 330 Chantilly, Va. 20151 703.361.1550 (office) 703.956.6845 (fax) EXISTING 2' CONTOUR EXISTING 10' CONTOUR PROPOSED SETBACK LINE EXISTING LOT LINE EXISTING RIGHT-OF-WAY PROPOSED WATER LINE LEGEND PROPOSED WATER LINE SANITARY MANHOLE WATER BEND FIRE HYDRANT WATER METER WATER REDUCER WATER VALVE WATER CROSSING EXISTING TREE LINE EXISTING SANITARY SEWER EXISTING STORM DRAIN EXISTING WATER LINE 406 Item a. Council Meeting Date: April 9, 2024 TOWN OF LEESBURG TOWN COUNCIL MEETING Subject: Amendments to Leesburg Design and Construction Standards Manual (DCSM) Articles 2 (Water) and 4 (Sewer) Staff Contact: Amy R. Wyks, Director of Utilities Brian F. Stone, Deputy Director of Utilities Council Action Requested: Approval of proposed amendments to the Design and Construction Standards Manual (DCSM) Articles 2 (Water), 4 (Sewer) and Appendix A following a public hearing. Staff Recommendation: Approval of proposed amendments to the Design and Construction Standards Manual (DCSM) Articles 2 (Water), 4 (Sewer) and Appendix A. Commission Recommendation: On March 21, 2024, the Planning Commission held a Public Hearing for the proposed amendments to the Design and Construction Standards Manual (DCSM) Articles 2 (Water), 4 (Sewer) and Appendix A. The Planning Commission endorsed the amendments and recommended that the Town Council approve the proposed amendments. Fiscal Impact: Not applicable. Work Plan Impact: Amendments to the Town’s Design and Construction Standards Manual (DCSM) falls within the work plan of the general and technical tasks of the Department of Utilities engineering and inspections staff to ensure design and construction requirements for Town infrastructure. Town Plan Impact: This project meets the goals and objectives of Strategy 2.4.2 of the Legacy Leesburg Town Plan by ensuring efficient operation of the Town’s water and sanitary sewer systems. Executive Summary: The Town’s Design and Construction Standards Manual (DCSM) is currently incorporated into the Subdivision Land Development Regulations (SLDR) and provides design and construction requirements for the development of property within the Town. The Departments of Community Development, Public Works and Capital Projects, and Utilities are currently working with a consultant for a scope of work to rewrite the entire DCSM articles and update construction standards and details. The rewrite project will take more than 12 months to complete. Once completed the DCSM will be posted to the same online platform as the upcoming Zoning Ordinance rewrite (enCodePlus). Due to the comprehensive rewrite of the existing DCSM being many months away, Utilities staff sees value in making these initial amendments to Articles 2 (water) and 4 (sewer) of the DCSM prior to the rewrite project in order to (i) improve the quality of construction; (ii) bring water and sewer 407 Item a. Amendments to Leesburg Design and Construction Standards Manual (DCSM) Articles 2 (Water) and 4 (Sewer) April 9, 2024 Page 2 construction into compliance with the latest industry standards; and (iii) provide for clarification and simplify administration. The proposed amendments are consistent with what other local utilities require and what local engineers and contractors expect when designing and constructing projects. Background: All land development in the Town is governed by the requirements of the Town’s Subdivision and Land Development Regulations (SLDR), an ordinance approved by Town Council. The Town’s Design and Construction Standards Manual (DCSM) is incorporated into the SLDR. The DCSM provides design and construction requirements for the development of property within the Town. The design and construction standards for water and sewer facilities were last updated in 2010 and many of the design and construction standards are out-of-date or need to be improved, deleted, augmented, or simplified for overall administration. The proposed amendments to the DCSM Articles 2, 4, and Appendix A are shown in Attachment #2. The proposed changes and the purpose for each are summarized in the table included as Attachment #3. The proposed amendments were: 1. Presented to and discussed with the Engineers and Surveyor’s Institute (ESI) in a virtual meeting on 2/9/24. Afterwards staff incorporated feedback from the industry accordingly and ESI endorses the revisions. 2. Publicly advertised in a local paper, as required by state code, on 3/7/24 and 3/14/24, in advance of the public hearing at the Planning Commission meeting on 3/21/24 on these amendments. 3. The subject of a public hearing at the March 21, 2024 Planning Commission meeting. The Planning Commission recommends adoption of these proposed revisions to DCSM Articles 2 (water), 4 (sewer) and Appendix A. 4. Publicly advertised in a local newspaper, as required by state code, on 3/28/24 and 4/4/24, in advance of the April 9, 2024 Town Council public hearing. Contract Start/End Date: Not applicable. Proposed Legislation: ORDINANCE Amending the Town of Leesburg Design and Construction Standards Manual Articles 2, 4, and Appendix A 408 Item a. Amendments to Leesburg Design and Construction Standards Manual (DCSM) Articles 2 (Water) and 4 (Sewer) April 9, 2024 Page 3 Draft Motions: 1. I move to approve the proposed Ordinance Amending the Town of Leesburg Design and Construction Standards Manual Articles 2, 4, and Appendix A. 2. I move to deny the proposed Ordinance Amending the Town of Leesburg Design and Construction Standards Manual Articles 2, 4, and Appendix A. OR 3. I move an alternate motion. Attachments: 1. Draft Ordinance 2. Ordinance Attachment A - Amendments to DCSM Articles 2, 4 and Appendix A 3. Amendment Summary Table 2023/08 409 Item a. PRESENTED: April 9, 2024 ORDINANCE NO. 2024- ADOPTED: ___________ AN ORDINANCE : AMENDING THE TOWN OF LEESBURG DESIGN AND CONSTRUCTION STANDARDS MANUAL ARTICLES 2, 4 AND APPENDIX A WHEREAS, all land development within the Town is governed by the Town of Leesburg Subdivision and Land Development Regulations (SLDR); and WHEREAS, the Town of Leesburg Design and Construction Standards Manual (DCSM) is an incorporated portion of the SLDR; and WHEREAS, during the course of daily operations, Utilities has identified the need for revisions and updating to Articles 2 (water) and 4 (sewer) and Appendix A in order to improve the quality of construction, conform the DCSM with the latest industry standards, clarify applicable standards and simplify administration, and remove outdated requirements; and WHEREAS, the Planning Commission conducted a public hearing on March 21, 2024 following due advertisement on March 7 and 14, 2024 in accordance with Virginia Code §§ 15.2-2204, 15.2-2240 et seq., 15.2-2251 and 15.2-2253; and WHEREAS, the Planning Commission recommends approval of the proposed amendments; and WHEREAS, the Leesburg Town Council conducted a public hearing on April 9, 2024, following due advertisement on March 28, 2024 and April 4, 2024 in accordance with Virginia Code §§ 15.2-2204, 15.2-2240 et seq., 15.2-2251 and 15.2-2253; and WHEREAS, based on the foregoing, the Leesburg Town Council has determined that it is necessary, advisable, in the public interest and in accord with sound utilities design and construction management principles, and in the best interests of the Town to amend the 410 Item a. AN ORDINANCE: AMENDING THE TOWN OF LEESBURG DESIGN AND CONSTRUCTION STANDARDS MANUAL ARTICLES 2, 4 AND APPENDIX A -2- 2023/08 Leesburg Design and Construction Standards Manual (DCSM) Articles 2, (water), 4 (sewer) and Appendix A as set forth below. THEREFORE, ORDAINED, by the Council of the Town of Leesburg in Virginia as follows: SECTION I. The Town of Leesburg Design and Construction Standards Manual (DCSM) is hereby amended by the adoption of revisions to Articles 2, 4 and Appendix A as set forth in Attachment A hereto. All other provisions of the DCSM shall remain in full force and effect. SECTION II. All prior ordinances in conflict herewith are hereby repealed. SECTION III. Severability: If a court of competent jurisdiction declares any provision of this ordinance invalid, the decision shall not affect the validity of the ordinance as a whole or any remaining provisions of the Town of Leesburg Design and Construction Standards Manual. SECTION IV. This ordinance shall be in effect upon its passage. PASSED this 9th day of April 2024. ______________________________ Kelly Burk, Mayor Town of Leesburg ATTEST: ______________________________ Clerk of Council 411 Item a. 4-19 10.Sewage Pump Stations A.Private sewage pump stations (i.e., those stations not accepted into the Town sewer inventory and privately maintained) will be approved under the following conditions: (1)Private pump stations may only accept flows from private sewer systems limited to: a.Buildi lateng ralsb.Collect lator eralsc.Private sewer system syst ems entirely on a single lot of record (2)Private pump statio sns erving individual single-family attached or detached units may be considered on a case-by-case basis if and as approved by the Director of Utilities via a DCSM modification. In all such instancesGenerally, the force main must transition to a gravity system prior to the area of the Town’s responsibility unless the applicant provides a design as well as all applicable details, construction standards and any other information requested by the Director, as part of the Applicant’s Modification Request, to allow individual private pump stations serving single-family detached units to tie into a Town maintained public low flow forcemain, that is acceptable to the Director of Utilities. (Please be advised that not all modifications requested will be approved). B.Public sewage pum stp ations shall be required whenever the pump station accepts flow from more than one lot of record. Public sewage pump stations must conform to the following: (1)The design criteria and equipment specifications must meet the requirements of the Town’s New Wastewater Pumping Station Development Guidelines, DEQ, and the Dulles Area Watershed Policy. (2)The entire facility, to include the building lot on which the station is located, must be dedicated at no cost to the Town of Leesburg. (3)The pump station, if not shown on the Comprehensive Plan and Town’s Master Plan, must be approved by the Town Planning Commission andCouncil. C.Public or privat ine terim sewage pump stations shall conform to the requirements above except for paragraph B(2), and shall conform to the additional requirements below: 4-130 Ordinance Attachment A 412 Item a. REVISIONS DESIGN AND CONSTRUCTION STANDARD NO.DATE:DRAWING WD-12 PAGE 64 The Town of Leesburg in Virginia 1 CONDUIT BEDDING WATERLINES ARTICLE 2-310.5 NOTES: A. In rock trench, excavate at least 6" (15 cm.) below the bell of the pipe except where concrete cradle is used. B. Compacted granular material for D.I.P. and P.V.C. pipe is VDOT crushed stone No. 68 or No. 78.Not To Scale CLASS A CLASS B CLASS C Concrete Cradle Concrete Arch Carefullytamped backfill Plain or reinforced concrete Bc + 8" min. 114 Bc 12" 14 Bc,4" min. 14 Bc Plain or reinforced concrete Compacted granular material Bc + 8" min. 114 Bc 14 Bc, 4" min. 14 Bcmin. Bc Bc Bc 12" 0.6 Bc Carefullycompacted backfill Fine granular fill 12" 14 Bcmin. Compacted granular material Carefully compacted backfill Bc 0.5 Bc 6"Lightly compacted backfill Bc 6" 16 Bc min. 18 Bc, 4" min.under barrelCompacted granularmaterial Lightly compacted backfill Sheeting Shaped Bottom, load factor 1.5 Granular Bedding, load factor 1.5 04/09/24 413 Item a. REVISIONS DESIGN AND CONSTRUCTION STANDARD NO.DATE:DRAWING WD-14 PAGE 66 The Town of Leesburg in Virginia 1 ARTICLE 2-121-5H WATER SAMPLING STATION INSTALLATION A. See drawing WD-13 for water sampling station schedule of materials. B. Concrete pad (24" x 24" x 4") to be poured at base of sampling station. C. The sampling station must be located as near as possible to a storm drain inlet. Not To Scale Curb stop BH44-233 34" Floodcorp stopType "K" seamless copper tubing Curb box screw type placed behind curb Water main Pavement Eclipse No. 88 Sampling Station Sampler placed in the utility strip with a concrete pad to the back of the curb Compacted gravel VDOT No. 68 or 78 6" 10/16/072 NOTE: 3 04/27/10404/09/24 414 Item a. REVISIONS DESIGN AND CONSTRUCTION STANDARD NO.DATE:DRAWING SD-9 PAGE 45 The Town of Leesburg in Virginia 1 TYPICAL SEWER MAIN TRENCH IN ROCK ARTICLE 4-140.2A For bedding above springline of pipe refer to conduit bedding detail # SD-5 NOTES: A. Crushed stone VDOT size No. 68 or 78 in accordance with VDOT specifications. B. Blasting overbreak to be removed and replaced with compacted crushed stone.Not To Scale See Note A. In case of blastingoverbreak, see Note B. 8" min.8" min. 12 Bc min. 14 Bc (6" min.) Bc 3 04/27/10404/09/24 415 Item a. REVISIONS DESIGN AND CONSTRUCTION STANDARD NO.DATE:DRAWING SD-5 PAGE 41 The Town of Leesburg in Virginia 1 CONDUIT BEDDING SEWER LINES ARTICLE 4-140.2A NOTES: A. In rock trench, excavate at least 6" (15 cm.) below the bell of the pipe except where concrete cradle is used. B. Compacted granular material for D.I.P. and P.V.C. pipe is VDOT crushed stone No. 68 or No. 78. Not To Scale CLASS A CLASS B CLASS C Concrete Cradle Concrete Arch Carefullytamped backfill Plain or reinforced concrete Bc + 8" min. 114 Bc 12" 14 Bc,4" min. 14 Bc Plain or reinforced concrete Compacted granular material Bc + 8" min. 114 Bc 14 Bc, 4" min. 14 Bcmin. Bc Bc Bc 12" 0.6 Bc Carefullycompacted backfill Fine granular fill 12" 14 Bcmin. Compacted granular material Carefully compacted backfill Bc 0.5 Bc 6"Lightly compacted backfill Bc 6" 16 Bc min. 18 Bc, 4" min.under barrelCompacted granularmaterial Lightly compacted backfill Sheeting Shaped Bottom, load factor 1.5 Granular Bedding, load factor 1.5 04/09/24 416 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I Article 2 Water Regulations and Approved Materials List with General Notes Allowable materials for use in water distribution networks include, but are not limited to the following: Water Meters 1.All service connections shall be metered. Meters shall be purchased from the Town of Leesburg. 2.For specific meter locations and sizes which may be used, refer to Article 2, Section 2-340 and Details WD-10 and WD-11. Pipe-All pipe must have a born on date within 1 year from pre-construction meeting or start of the project. All plans requiring Cathodic Protection must provide all details in the plans prior to approval. REVISIONS Water Regulations, Approved Materials List with General Notes NO. DATE: 1 I Not To Scale Old GN -1 New WN-1 PAGE 1 04/09/24 417 Item a. The Town of Leesburq 1n Virqinio DESIGN AND CONSTRUCTION STANDARD REVISIONS i-----=N�O,:__. -+___:D�A�TE'.:..._: --1---1---____j Water Regulations, Approved Materials List t--�1-f--7;;�=+---+--________j with General Notes 2 10/16/07 3 04/27/10 GN-2 to be deleted PAGE 2 4 04/09/24 418 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD Top of ground or \ finished street surface I ARTICLE 2-122.4D(5) Lid to be placed: 2" above finished grade prior to sodding. 1" above finished grade prior to seeding. Flush with final surface when located in sidewalk or trail. Easement or Property Line------..._ �..__ _____ __.__ ....... 20"-24" I 12" DOT 68 Stone 30" min. 4' min. Meter crock -6" of VDOT #68 Stone Dual check valvel --� :•:'.:·;.;:::�:-\�\1{}/:/\:·}{;, . .: .. i;f .::: :6�6oT N�-:�t:;!1/'···•:•.•.· , .. , .. ,.·.� ......Corporation stop: Extend supply line to the Inlet: AWWA taper thread property line or edge of easement. NOTES: Outlet: Compression Pack Joint A.Refer to water details WD-10 and WD-11 of Article 2 for sizing combinations ofthe service line and meter.B.This detail is for 3/4" and 1" Water Meter. C.The meter setter and cross bar shall be centered in the crock and equidistant from the inside edge of the crock. --. D.Top of water meter crock lid shall not be higher than the final grade of surrounding surfaces including brickor concrete sidewalk, curb, asphalt trail or seeded/sodded area. REVISIONS NO. DATE: 12 10/16/07 1" WATER SERVICE AND 3/4" AND 1" METER Not To Scale DRAWING WS-1 PAGE 3 3 04/09/24 419 Item a. The Leesbur Town of in Vir . . 1n1a DESIGN AND CONSTRUCTION STANDARD Top of ground or finished street surface I ARTICLE 2-122.40(5) Lid to be placed: 2" above finished grade prior to sodding. Easement or 1" above finished grade prior to seeding. Property Line ---...._Flush with final surface when located in sidewalk� or trail. _ \ ...,.,, ,',,'"",-(%..,..A'C"<',(%""",):""<'"�T<').:,_"""'�=;A=Y,,....<'=1/,"<""�'""1/_,"<""<Y,,.,..1/>'""Y,..,..,;,:r--T=,,--r.-;½"\%"¼"<""�'""'/"<""<)',.,../"' __ _18" X 18" X 6" � concrete collar with #3 rebar cage if located in an unpaved area 4' min. -Valve box 6" of VDOT #68 Stone + Dual check valve7 Meter Crock Service Line Extend supply line to the 20"-24" --+--L- Concrete thrust block Anchoring coupling (4" min.) MJ Outlet property line or edge of easement. (4" min.) NOTES: Pipe size increase or decrease on supply side must be done outside of the meter crock easement. A.Refer to Article 2 water details WD-10 and WD-11 for service line and meter sizing combinations.B.This detail is for a 1½11 or 2" Water Meter.- -- - --C.The meter setter and cross· bar shall be centered in the crock and equidistant from the inside edge of the crock.D.Brass adapters are required for the installation.E.Top of water meter crock lid shail not be higher than the final grade of surrounding surfaces including brick orconcrete sidewalk, curb, asphalt trail, or seeded / sodded area. All service lines will be 2". Reduction to be in the meter crock. I F. Not To Scale REVISIONS NO. DATE: 2 10/16/07 3 04/27/10 2" WATER SERVICE AND METER CONNECTION DRAWING WS-2 PAGE 4 04/09/244 420 Item a. The Leesbur Town of in Vir . . 1n1a DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-340.5A Access hatch r with lock Precast concrete .... Cl) --, (/) (I) -� 0... z� �-�-----,-- .ti .. : , 4 · : . 4 � ... meter vault . . 1" PVC Conduit to building -terminate with a weather proof electrical box -Note N . Link seal (typ.) •. .. 4' Min. or Approved Equal 4 Asphalt Coated . 6'-0" Min. "· Ductile iron pipe with MJ fittings Stainless steel adjustable supports. Minimum of 3 1 supports. 12" Min. 12" Min. Grave� VDOT No. 68 or No. 78 NOTES: T TYPICAL SECTION A.The site plan drawings will accompany details of the valve vault construction and installation. Shop drawings shall be submitted to the Town for approval. B.Inside ceiling height to be 6'-0" min. pipe centerline 3'-0' above floor. C.Utilize Bilco 36"x36" hinged frame and cover model J-4AL or approved equal with lock. D.Structural design to be certified by a Virginia Professional Engineer. E.Tap at main is to be valved and restrained. F.Slope floor to sump. A gravity drain with screen or sump pump must be provided for the valve vault. G.All valves shall be epoxy coated resilient wedge gate valves with hand wheel operators. H.All pipe within the vault shall be flanged pipe. I.See drawing WS-4 for construction of meter vault assembly. J.The meter vault top must consider the asphalt pavement section if the vault is located in a paved area. K.The water meter will be ordered by the Town and paid for by the owner. L.The access hatch shall be flush with the finished grade. M.Vault and hatch shall be designed for HS-20 loading when subject to traffic loading. N.Contractor to provide PVC conduit with required wiring through vault wall to the building wall where receptacle box will be provided for wall mount MTU. REVISIONS NO. DATE: 1 2 10/16/07 3 04/27/10 3" AND LARGER WATER METER CONNECTION WITH NO FIRE SERVICE Not To Scale DRAWING WS-3 PAGE 5 4 04/09/24 421 Item a. The Leesbur Town of 1n Vir . . 1n1a DESIGN AND CONSTRUCTION STANDARD Link seal (typ.) or Approved Equal I ARTICLE 2-340.SA Co11c1 ete stainless steel adjustable Supports {Typ.) Valve {Typ.) Asphalt coated Stainless steel adjustable supports. Minimum of 3 supports. Waterproof Wall Light Flow 4, ,4 . 4 A � 0 , ,d. Link seal (typ.) or Approved Equal Flanged by MJ Wall Pipe Flow 1" PVC Conduit to building -terminate with a weather proof electrical box per Note N. Link seal (typ.) or Approved Equal 12"x12" Sump Suggested Minimum Dimensions Meter Size A B NOTES: Waterproof Light Switch PLAN VIEW 3" 4" 6" 9'-0" 7'-0" 10'-0" 7'-0" 10'-0" 7'-0" A.The site plan drawings will accompany details of the valve vault construction and installation. Shop drawings shall be submitted to the Town for approval.B.Inside ceiling height to be 6'-0" min. pipe centerline 3'-0' above floor.C.Utilize Bilco 36"x36" hinged frame and cover model J-4AL or approved equal with lock.D.Structural design to be certified by a Virginia Professional Engineer.E.Tap at main is to be valved and restrained.F.Slope floor to sump. A gravity drain with screen or sump pump must be provided for the valve vault.G.All valves shall be epoxy coated resilient wedge gate valves with hand wheel operators.H.All pipe within the vault shall be flanged pipe.I.The meter vault top must consider the asphalt pavement section if the vault is located in a paved area. J.The water meter will be ordered by the town and paid for by the owner. K.The access hatch shall be flush with the final grade. L.Vault and hatch shall be designed for HS-20 loading when vault subject to traffic loading. M.See drawing WS-3 for additional information. N.Contractor to provide PVC conduit with required wire through vault wall to the building wall where receptaclebox will be provided for wall mount MTU. Not To Scale REVISIONS NO. DATE: 2 10/16/07 3 04/27/10 3" AND LARGER WATER METER INSTALLATION WITH NO FIRE SERVICE DRAWING WS-4 PAGE 6 4 04/09/24 422 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-122.4L Existing ground surface or finished grade 18" x 18" x 6" concrete collar with #3 rebar cage--� �� /� ·»·� y "< Valve box Rotate toward street as indicated on plans 0 -......: , '¼':(/):(/,(Y✓" See Note B Two -¾" Dia. coated bars are required for strappinl Screened gravel pit 2' -O" min. depth extending a min. of 6" above hydrant ring 3,000 PSI concrete thrust block set on undisturbed or ' compacted earth ater main 45° bend l6" Anchoring coupling 12"long (min.) A � � � � ' NOTES: 3,000 PSI concrete thrust block set on undisturbed or compacted earth 6" Dia. ductile iron pipe A.Maximum hydrant barrel height is limited to 8'.B.Horizontal setback distance from flow line of gutter or edge of pavementshall be 14" minimum and 24" maximum. 15" X 15" X 6" Concrete block set on undisturbed or compacted earth C.Two Types of restraints are required. Strapping may be required also due to field conditions.1.Mega lugs or bell restraints2.Anchoring coupling between valve and hydrant.3.Thrust blocks at hydrant. D.Hydrants over 5' deep must use vertical aqua grip shoe with aqua grip 90 degree bend Not To Scale REVISIONS DRAWING WS-5 NO. DATE: 2 10/16/07 BLOW-OFF FIRE HYDRANT PAGE 7 3 04/09/24 423 Item a. The Leesbur Town of in Vir . . 1n1a DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-122.4M Water main--_( "'< -:>i 6' Diameter riser 4 Ea. #6 reinforcing bars around MH opening �--!-+--Automatic air at a 45° with main ---\--,..�=-�::7-=--"--".--'----+ release valve PLAN VIEW 2" Brass ----h��--r.:=:'I Mortar, brick, or block void spaces around water main openings ·.• .. · .• : •' 8" Standard manhole frame and cover with "W" cast in cover vent tube with 16 mesh stainless steel screen , 2"x1" Brass tee with removable 1" plug 2" Combination air -1-4--v vacuum release valve Manhole ring ---1-<� Tee with valve is to allow testing of automatic valve Gate valve Tee with 6" MJ Plug (Tapped 2") Open graded gravel NOTES SECTION VIEW �--VDOT #68 stone absorption pit A.Manhole cover must be flush with final grade.B.Localized dips in water mains are not allowed to avoid use of air release valves.C.Manhole has an 8" by 1' -6" ring bottom as shown.D.Manhole venting as shown on DCSM detail SS-9 to be used in areas subject to flooding.E.This detail depicts typical 2" installation. Custom details are required for larger sizes. REVISIONS NO. DATE: 1 2 10/16/07 3 04/27/10 2" COMBINATION AUTOMATIC AIR RELEASE VALVE Not To Scale DRAWING WS-7 PAGE 9 4 04/09/24 424 Item a. The Leesbur Town of in Vir . . 1n1a 4' to 5' DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-122.4M Water main ----1" Type "K" copper tubing ¾" x 1" Threaded ____ _, Varies 1" Curb stop .,--1" Brass nipple corporation stop and 90° elbow Finished grade 41 -II ¾" x 1' rea e corporation stop and 90° elbow NOTE: Valve boxes PLAN VIEW 12" long min. 1" Brass 90° elbow 1" Brass nipple 90° elbow ,--,1""'"1""-rrPt�_.:��-�f?t.:��c--:::, Gravel ----1" Brass nipple 12" long min. 1" Type "K" copper tubin 6" of VDOT #68 Stone ELEVATION VIEW A.Easement must be expanded to provide 5' clearance from air release. B.If outside paved area, provide 18" x 18" x 6" concrete collar with #3 rebar cage around the valve boxes.C.For use on 6" pipes. REVISIONS NO. DATE: 1 2 10/16/07 3 04/27/10 1" MANUAL AIR RELEASE Not To Scale DRAWING WS-8 PAGE 10 4 04/09/24 425 Item a. The Town of Leesbur in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-122.4M 4' to 5' Water main ---,c::;:=:f=�t:=�� 2" Type "K" copper tubing 2" Threaded corporation stop with __ _/ a go0 elbow Finished grade Varies PLAN VIEW Valve boxes 2" Curb stop or 2" gate valve �-2" Brass nipple 12" long min. 2" Brass go0 elbow 2" Type "K" copper tubing 6" of VDOT #68 Stone ELEVATION VIEW NOTE: A.Easement must be expanded to provide 5' clearance from air release.B.If outside paved area, provide 18" x 18" x 6" concrete collar with #3 rebarcage around the valve boxes.C.For use on 8" and 10" pipes. REVISIONS NO. DATE: 2 10/16/07 3 04/27/10 2" MANUAL AIR RELEASE Not To Scale DRAWING WS-9 PAGE 11 4 04/09/24 426 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-338 CASING PIPE SIZE Polyethylene spacers at 8' to 12' spacing, and 1 spacer within 1' of each side of bell or flange NOTES: 1-----Casing pipe Main Pipe PIPE SIZE (inches) 6 8 10 12 14 16 18 20 24 CASING PIPE SIZE (inches) 16 20 24 24 30 30 36 36 36 A.Casing ends must utilize mortar, brick, or block Link Seal and casing end sealer per manufacturer'srecommendations. The acceptable manufacturers are Cascade, PSI Casing Spacers or approved equal.B.The steel casing for boring and jacking for highway crossings shall be welded steel pipe with a minimumyield strength of 35,000 PSI. The wall thickness shall be 3/8" for pipes up to 36" in diameter and 1/2" forpipes 42" or greater in diameter.C.The steel casing shall be shop primed inside and outside with one coat of inertol rust inhibitive primer No.621 or equal.D.The s_teel casing shall conform to the requirements of ASTM desigrrci°tion grade "B". E.All casings to be filled with sand, flowable fill, grout or approved equal after carrier pipe is installed. F.Main pipe shall be ductile iron (Water gr Sanitary Lines) or PVC C900,190§ (Sanitary Only) with pvc belljoint restraint jou:i.t-pipe within the casing (mega-lug, super-lok, TR Flex, Flex Ring, HP Lok, or snap-lok orapproved equal). G.Casing spacers shall be installed at manufacturer recommended intervals and not less than 3spacers per pipe length with 2 spacers placed 1 foot from the ends of each pipe. H.Casin fill material to be a roved b town ins ector.REVISIONS NO. DATE: 2 10/16/07 STANDARD CASING INSTALLATION Not To Scale DRAWING WS-10 PAGE 12 3 04/09/24 427 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-336.5 Proposed main '-.--,-.-.-tt�;::;::;::t1,:=!::::;=�,5'--Oak wood skids bolted with double lock bolts and banded to main 6' - O" on center as shown. NOTES: VDOT class "D" concrete placed to approximate grade after liner plate pipe is in place. B.Liner plate 1zes will be reviewed on a case-by-case basis by the Director prior to approval. C.Propose main shall be ductile iron and joints restrained by means of snap-lok, mega-lug, TR Ring, Lok, or super-lock or approved Town equal restrained joint. D.Tun el plate ends must utilize mortar, brick, or block Uni< Seal and casing end sealer per manufact r's r ommendations. The acceptable manufacturers are Cascade, PSI Casing Spacers or approved eq E.asing fill material shall be approved by Town inspector prior to installation. REVISIONS NO. DATE: 2 10/16/07 LINER PLATE TUNNEL Not To Scale DRAWING WS-11 PAGE 13 3 04/09/24 428 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD 304 or 316 Stainless Steel ¾" Dia. bars threaded 8" minimum on both ends Valve size 3" 4" 6" 8" 10" 12" 16" 20" 24" 30" NOTES: Gland Number of¾'' dia. bars required 2 2 2 2 4 6 8 12 16 20 I ARTICLE 2-122.4P ½" Thick steel pipe sleeve (½" 1.0.) x 2" long maximum Sleeve to fit curvature of bell Maximum length of spigot pipe 24" 24" 27" 27" 27" 27" 36" 36" 36" 42" A.Rods shall be at least 36,000 PSI yield strength and field coated. B.Due lugs or Eyebolts are also acceptable St . I St I · a1n ess ee Not To Scale REVISIONS NO. DATE: 1 STRAPPING DRAWING WS-15 PAGE 17 04/09/24 429 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-260.2 & 2-390.2A / Existing ground surface or finished grade 18" X 18" X 6" concrete collar--...J Rotate toward street as indicated on plans >< ro 0 See Note B -T"" Two¾" dia. coated bars are Valve box as specified l required for strapping l 6" Mech. joint {gate valve J;=====:::::::::;;:�� l -===,===,��it� Screened gravel pit 2' -0" min. depth extending a min. of 6" above hydrant ring 3,000 PSI concrete thrust block set on undisturbed or compacted earth 6" Anchoring coupling 12" 15" x 15" x 6" Concrete long (min.) or swivel hydrant tee block set on undisturbed 3,000 PSI concrete thrust block set on undisturbed or compacted earth or compacted earth 6" Dia. ductile iron pipe NOTES: A.Maximum hydrant barrel height is limited to 8'.B.Horizontal setback distance from flow line of gutter or edge of pavementshall be 14" minimum and 24" maximum.C.Two Types of restraints are required. Strapping may be required also due to field conditions.1.Mega lugs or bell restraints2.Anchoring coupling between valve and hydrant.3.Thrust blocks at hydrant.D.Hydrants over 5' deep must use vertical aqua grip shoe with aqua grip 90 degree bend REVISIONS NO. DATE: 2 10/16/07 FIRE HYDRANT Not To Scale DRAWING WS-18 PAGE 20 3 04/09/24 430 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-122.4L Water main (size varies) Standard Valve boxes ..-----Undisturbed \ ground A L PLAN VIEW Standard Finished grad 30" \ Undisturbed �sground�2" Gate valve with threaded ends and 2" square nut ..-----2" Dia. brass nipple Tapped plug ., . . <I·. .. . • ·., ,4 . 4 Level with top of water main 2" x 1' -O" Brass or copper nipple 2" x 1' - O" Brass nipple NOTES: SECTION A-A A Blocking shall extend beyond the water main to undisturbed ground. B.This blow off must be used when the valve boxes are located within paved areas.C.Easements must be extended to provide 5' of clearance from blow off assembly.D.Wrap the pipe and fittings with polyethylene bags when in contact with concrete.E.All brass pipe shall have iron pipe threads (IPT).F.Concrete strenath (f'c) shall be 3000 osi. E.If more than one pipe segment from the valve all pipes must be restrained and have a dead end anchor on last installed pipe.nr.v11.:,1v1�.:>PERMANENT DRAWING NO, DATE: WS-21 � 10116107 2" BLOW OFF PAGE 23 04/09/243 431 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-340.1 Lid to be placed: 2" above finished grade prior to sodding. 1" above finished grade prior to seeding. 6" of VDOT #68 Stone Flush with final surface when located in sidewalk or trail. I Angle .E C between 0 .E 30 and 45 (") � degrees 12" VDOT 68 Stone NOTES: ¾" ¾" 0� N N ,----¾" Copper setter Back of curb I Face of curb ------1" Type "K" seamless A.Double meters to be used for townhouses or duplexes.copper tubing, service line B.Both meters are located inside one meter crock. C.Meter Crock size for double setter is 18" x 24"x 30" D ·Meters shall be located within the utility strip and top of water meter crock shall not be higher than the final grde of surrounding surfaces including brick or concrete sidewalk, curb, asphalt trail or seeded/sodded area.REVISIONS NO. DATE: 2 10/16/07 DOUBLE METER INSTALLATION I PL Not To Scale DRAWING WS-23 PAGE 25 33 04/09/24 432 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD Water main Center line blo manhole and 2" Concrete or standard 2" Copper or brass · blow off pipe I ARTICLE 2-360.2 e and cover Y/,Y/ "Screwed cap with � fire hose � thread -� Mechanical joint plug drilled and tapped for 2" N.P. threa �" �/0-.'(/� ',t . � -»�)..'Y,,'), //-Y�-»>7�'»- U ndisturbed ground) If more an one pipe from the valve all pipe mus e restraint pipe and have a dead end =.;c=r on last installed pipe. SECTION VIEW Open graded gravel VDOT #68 stone absorption pit A.To be used outside of paved areas when the line terminates in remote (wooded) areas. REVISIONS PERMANENT NO. DATE: 1 2" BLOW OFF (UNPAVED AREAS) Not To Scale DRAWING WS-24 PAGE 26 04/09/2409/24 433 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD 18" 2" Brass nipple (IPT) Standard valve box I ARTICLE 2-360.4 � Finished grade 2" (IPT) Resilient seat gate valve 2" x 12" Long (min.) bronze nipple (IPT) 2" x 8" Long bronze--+-+-- nipple (IPT) 2" Brass 90° elbow (IPT) NOTES: ,. /, /,./,,1//,/✓, Mechanical joint / tapped plug----Compacted---/ subgrade Mega-lug retainer gland /See Note A / 1 Water main Compacted gravel A.Use anchor collar as shown or block the plug and entire 2" pipe and bend. See WS-26.B.All brass pipe shall have iron pipe threads (IPT).C.Encase the valve boxes in a 2' x 3' -6" x 6" concrete collar when located in qrass. D.If more than one pipe segment from the valve all pipes must be restrained and have a dead end anchor on last installed pipe. REVISIONS NO. DATE: 2 10/16/07 TEMPORARY 2" BLOW OFF Not To Scale DRAWING WS-25 PAGE 27 3 04/09/2409/24 434 Item a. The Leesbur Town of in Vir . . 1n1a Valve with Hand Wheel (Typ.) Valve with Hand Wheel (Typ.) Domestic Service � Water Meter NOTES: A.See WS-32 for applicable notes.B.A 90 degree copper bend will beprovided by the Town with the metersetter.C.All pipes from the watermain to theinterior backflow prevention deviceshall be ductile iron (DIP). REVISIONS NO. DATE: 2 10/16/07 3 04/27/10 DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-270 Valve with Hand Wheel(Lock and Chain) Building Face to Sprinkler Room If Domestic Service line is: �MTU 1" -Use Direct Tap (Corporation Stop) or 1.5" and 2" -Use Stainless Steel Saddle or Tee with Tapped Mechanical Joint Cap Combined Fire Line and Domestic Service (DIP) �---Valve (Typ.) r Walermain (DIP) m'----L COMBINED FIRE LINE AND DOMESTIC {1 ", 1.5" OR 2") SERVICE CONNECTION Not To Scale DRAWING WS-30 PAGE 30b 04/09/244 435 Item a. The Leesbur Town of in Vir REVISIONS NO. DATE: 1 2 10/16/07 3 04/27/10 Valve with Hand Wheel (Typ.) . . 1n1a Domestic Water Meter Refer to WS-3 and WS-4 for Piping and Vault Arrangement Valve with Hand Wheel (Typ.) DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-270 Valve with Hand Wheel (Lock and Chain) � Building Face to Sprinkler Room Fire Line (DIP) NOTE: DIP CJ �MTU A.See WS-32 for applicable notes.B.All pipes from the watermain tothe interior backflow preventiondevices shall be ductile iron (DIP). Watermain� (DIP) '\,_ -�-� COMBINED FIRE LINE AND DOMESTIC {3" AND LARGER) SERVICE CONNECTION Not To Scale DRAWING WS-31 PAGE 30c 04/09/244 436 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 2-270 NOTES: A.Use ductile iron (DIP) mechanical joint piping and mega-lug restraints for all joints below grade from the mainto the building. All pipes inside the building to the backflow prevention devices shall also be ductile iron (DIP).B.Meters will be ordered by Town of Leesburg and paid for by the developer.C.Backflow prevention devices: Double check / double gate valve or RPZ shall be located inside themechancial room for meters larger than 2". Meters 2" and smaller include the required backflow device.Inspector approved backflow prevention devices are required at premises connecting booster pumps to thepublic water works.D.Contractor to provide conduit through building wall for the wire when required for wall mount MTU.E All valves shall be epoxy coated resilient wedge gate valves.F.Meter and backflow devices should be installed hori;;mntally and no higher than 4' from the finished floor.Vertical installations can also be accomodated with mag meter and some brands of backflow devices.Consult with manufacturer for design of vertical installation. In all cases, there must be ample space providedfrom surrounding walls and floors for maintenance. G.Details WS-30 and WS-31 are schematic and all applicable plumbing codes must be met in addition to the Town's requirements for a combined fire line and domestic service connection. •Testable backflow devices-All testable backflow devices must be installed 12"-48" from the finished floor and ina manor accessible for testing. All devices must be installed and positioned in a manner and configurationapproved by the University of Southern California Foundation for Cross-Connection Control and HydraulicResearch and manufacturer's installation instructions.Reduced Pressure Principle Assemblies (RP) devices must meet ASSE 1013 (ASSE 1047 for RP Detector) andcomply with the most recent Virginia Statewide Building Code and Virginia Waterworks regulations.•The relief port must discharge by air gap and be prevented from being submerged.Double Check Valve Assemblies (DC) devices must meet ASSE 1015 (ASSE 1048 for DC Detector) andcomply with the most recent Virginia Statewide Building Code and Virginia Waterworks regulations.Pressure Vacuum Breakers (PVB) must meet ASSE 1020 standards and comply with the most recent VirginiaStatewide Building Code and Virginia Waterworks regulations.• PVBs must be installed at least 12" higher than the highest portion of the system. There is a list available online and updated annually that is used to check for approval an installation. See link here: usclist.com. REVISIONS NO. DATE: 3 04/27/10 NOTES FOR COMBINED FIRE LINE AND DOMESTIC SERVICE CONNECTION Not To Scale DRAWING WS-32 PAGE 30d 4 04/09/24 437 Item a. 04/09/24 438 Item a. The Leesbur Town of 1n Vir . . 1n1a DESIGN AND CONSTRUCTION STANDARD I ARTICLE 4-130.5B Installed by utility contractor Installed by plumber Finished grade Easement or I property line---- Heavy duty clean out cover 12" tall at crown of sewer Compacted gravel VDOT No. 68 or 78 Min. 6" Gravel bedding as required NOTES: Lateral stacks to be constructed and maintained vertically plumb. 90% Visibility A.The lateral sewer shall be installed to property line or the edge of easement including the cleanoutby the utility contractor.B.Saddle may be used only when tapping into an existing sewer line.C.See detail SS-13 for cleanout valve box detail.D.Cleanout location tolerance is within 1' on either side of the property line.E.Lubricate threads on cap for easy removal. (Anti-Seize Lubricant or approved equal)F.The minimum slope shall be 2.08% and a maximum slope shall be 4% for a 4" lateral. G.The minimum slope shall be 1.0% and a maximum slope shall be 4% for 6" pipes. REVISIONS NO. DATE: 2 10/16/07 3 04/27/10 SANITARY LATERAL CONNECTION Not To Scale DRAWING SS-1 PAGE 31 4 04/09/24 439 Item a. The Town of Leesburg in Virginia Tee, wye or saddle connection Flow Compacted gravel ---1----ril!i"i!i"ifl"' VDOT No. 68 or 78 Lateral material to be DIP or PVC meeting BOCA codes 12" VDOT 68 Stone above and below the pipe. NOTES: Easement or property line J DESIGN AND CONSTRUCTION STANDARD C C/l Q) C .2: ro 0)-CO C ci5 0 PLAN VIEW I ARTICLE 4-130.5B 90° Unless otherwise shown Granular material 18" min. square Heavy duty clean out cover 12" tall Installed by utility contractor Installed by plumber A.Unless otherwise approved by public works, 6" laterals may be permitted to connect to 8" and 1 O" sewer mains. Premanufactured tees, wyes or sewer saddles may be used for all connections to 8" rigid pipe sewer mains. B.See SS-1 and SS-3 for additional notes and details. Lateral stacks to be constructed and maintained vertically plumb. 90% Visability Not To Scale REVISIONS NO. DATE: 1 HOUSE LATERAL SPUR DRAWING SS-2 PAGE 32 04/09/24 440 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD I ARTICLE 4-130.5B Installed by utility contractor Installed by plumber Finished grade Heavy duty clean out cover 12" tall 6" Valve bo:X 12" VDOT 68 Stone above and below Easement or property line 45° Bend I� I� II I I I I I I I I I I NOTES: Lateral stacks to be constructed and maintained vertically plumb. 90% Visability A.See SS-1 and SS-2 for additional notes and details.B.Cleanout must be installed by the utility (general) contractor.C.Cleanout location tolerance is within 1' on either side of the property line.D.Plumber shall cut the vertical riser at the required elevation to service the basement and installa wye, a 45° fitting, and test tee. The cleanout location will remain as installed by the utility contractor. E.The lateral riser pipe and fittings shall be of the same material as the main sewer to the pointwhere the plumber cuts the vertical riser.F.This standard for deep lateral sewer is only applicable where the main sewer is at a depthgreater than 1 O' below the final street grade.G.The minimum slope shall be 2.08% and a maximum slope shall be 4% for a 4" lateral.H.The minimum slope shall be 1.0% and a maximum slope shall be 4% for 6" pipes. REVISIONS NO. DATE: 1 2 10/16/07 LATERAL FOR DEEP SEWER Not To Scale DRAWING SS-3 PAGE 33 3 04/09/243 441 Item a. The Town of Leesburg in Virginia Provid in. 2" clearance be · e o enin a ½" cement parging in2coa� ·. NOTES: Bench slop 1"to2"per Use drop connection when drop exceeds 2'. DESIGN AND CONSTRUCTION STANDARD I ARTICLE 4-130.SE ¾" Variable length all thread rod with nut and 2" washer cover Concrete adjustment ring Top of precast concrete cone or flat top and block manhole Concrete encase ent to extend to first joint be nd manhole drop connectio Four 3" x 4" holes to be provided for anchoring frame Ram-neck pioneer 301 mastic or approved equal Crown of bend shall be 4" min. above crown of main sewer VDOT class B-2 concrete to undisturbed earth A.VDOT Class B-2 Concrete to fill drop connection trench. Drop connection trench width to bethe same as approach. B.Manhole top castings in public or private street pavement are not to be anchored. C.Drop connection may not interfere with steps. D.Exterior of manhole to be asphalt coated. E.Use of inside drop manhole is preferred. F.See SS-7 for manhole detail. REVISIONS NO. DATE: 1 Not To Scale DRAWING SS-4 PAGE 34 04/09/24 442 Item a. The Leesbur Town of in Vir . .1n10 DESIGN AND CONSTRUCTION STANDARD PLAN VIEW 8" .E C N .E I 0 I ARTICLE 4-130-9J 6' Diameter riser Combination sewage air release valve Standard heavy duty Leesburg sanitary sewer manhole frame and cover ½" Shutoff valve Quick disconnect coupling ' Black flushing hose Stainless steel straps braced to manhole Open graded gravel VDOT No. 68 stone absorption pit mechanical joint tee with mechanical joint tapped ��...--i:'.'Y"""'lt�.,.-,:r-rT "7""""t" ��-1... plug SECTION VIEW NOTES: All parts to be sanitary rated or stainless steel A.Air Valve shall be provided with proper bracing. B.Manhole penetrations shall be via link seal, armor flex and/or rubber boot. REVISIONS NO. DATE: 3 04/27/10 FORCEMAIN SEWAGE AIR RELEASE VALVE Not To Scale DRAWING SS-5 PAGE 35 4 04/09/24 443 Item a. The Town of Leesburg in Virginia DESIGN AND CONSTRUCTION STANDARD NOTES: I ARTICLE 4-130.5E Grouted thrust block Pl lpe Sires §di I 16 A.The caps shall be secured to the drop fitting with 2' of galvanized or other non-rusting chainsecured with two stainless steel machine screws, nuts and washers. B.The pipe shall be chamfered to an angle of 15° before cementing in place. C.The diameter of the vertical stack shall not be less than 6". D.Exterior of manhole to be asphalt coated. E.Use 4' manhole for pipes up to 8". Larger drop pipes will require a 5' manhole. F.The vertical stack shall be strapped to the manhole at the joint when more than one section of pipe is used. The strap shall be of a non-corrosive material. G.The elbow at the bottom of the stack may be either a 45° GF-9&0 turn placed in the direction of flow in the manhole with a bench constructed to conform to the manhole bench. F.See SS-7 for manhole detail. Not To Scale REVISIONS DRAWING SS-6 NO. DATE: INSIDE DROP CONNECTION PAGE 36 04/09/24 444 Item a. The Town of Leesbur in Vir in io DESIGN AND CONSTRUCTION STANDARD See detail below <v/, v/7 1-1,-----..-12" VDOT 68 Stone above and below !ARTICLE 4-130.6C PVC Cleanout ----:.¢J:iLr-'-nl¥1�� -....__ apter and plug Heavy duty clean out cover 12" tall NOTE: ·ser (length varie Temporary at end of line A.Use stafldBrd valve box. Tracer wire S nitary lateral B.Refer to Section 4-140-6C and GN-2 in Appendix A for additional details. C.Tape the tracer wire to top of the pipe at 2' intervals. D.The tracer wire requirement applies to details SS-1, SS-2 and SS-3. Lateral stacks to be constructed and maintained vertically plumb. 90% Visibility REVISIONS NO. DATE: 3 04/27/10 SANITARY LATERAL CLEANOUT Not To Scale DRAWING SS-13 PAGE 43 4 04/09/24 445 Item a. The Town of Leesbur 1n Virginia DESIGN AND CONSTRUCTION STANDARD 12" I . I • 16" 6" X 24" X 24"concrete pad (see note B) �� 12" VDOT 68 Stone above and below Y Branch-- NOTES: J ARTICLE 4-130.9H / Cast or ductile iron protective cap. Cap must indicate "Sewer" Brass plug 4" End cap Compacted gravel No. 68 A Concrete pad to be used if the cleanout is located outside a paved area and provided with #3 rebar cage. B A metallic warning tape indicating "Buried Pipe" shall be installed at least one foot above the pipe. C Machine contact surfaces of frame and cover. "Lateral stacks to be constructed and maintained vertically plumb.90% Visibility" Not To Scale REVISIONS NO. DATE: 2 10/16/07 3 04/27/10 FORCEMAIN CLEANOUT DRAWING SS-17 PAGE 47 4 04/09/24 446 Item a. The Town of Leesburg in Virginia 2' -O" Standard frame � and cover ======: = Risers to -l ....... _.____.� � Igrade PVC tee .... .·. ... 6... 'Ill,. • • • 'A. . ··. ..�. . . . ... :. NOTES: .. · 6. DESIGN AND CONSTRUCTION STANDARD 1 •.•4 �••, • A· .. "·· ' PLAN VIEW I f Concrete baffle wall j_8" . .,· . . .. · .· ...·: :·.·•.. ·. . . .. SECTION VIEW I ARTICLE 4-130.6C ....... "· .. • . •, . • · .• ◄ . 2' -O" r-1----1-Sample site to be accessible from opening Tee must be installed below riser in order to be considered a sample well/port. r Standard clean out I see detail SS-1 No mechanical or compression fittings inside interceptor A.This is an illustration for a grease interceptor only.B.Grease interceptors shall be individually designed for each specific application required by the Town Code.C.All designs shall be in accordance with International Plumbing Code and is subject to Loudoun Countyapproval with issuance of the Loudoun County Building Permit. REVISIONS NO. DATE: GREASE INTERCEPTOR Not To Scale DRAWING SS-33 PAGE 63 04/09/24 447 Item a. The Leesbur Town of in Vir . . 1n1a DESIGN AND CONSTRUCTION STANDARD I ARTICLE 4-130-5.R and T 4" x 4" Post Delineator 4' High, Painted White 1' Black Top (See Note B) NOTES: VDOT 21-A Stone Cross Slope "'Max 5% , 12' -O" II • A.Subgrade shall be compacted to minimum 95% density at optimum moisture in accordance with AASHTO T99-61. B.Spacing and height of delineators will be considered on a case by casebasis depending on location of access road and proximity to residents. C.Maximum grade for the access drive shall be 15%. D.Access drive may need to be wider than 12' at turning radius and dead ends in order to accomodate a SU vehicle. Compacted Subgrade E.H-20 loading material-Grasscrete, Grasspave or approved equal for residential areas. REVISIONS NO. DATE: 3 NEW 04/27/10 TYPICAL SECTION SANITARY SEWER MAINTENANCE ACCESS DRIVE Not To Scale DRAWING SS-38 PAGE 64d 4 04/09/24 448 Item a. PROPOSED CHANGES TO ARTICLES 2 (WATER), 4 (SEWER) AND APPENDIX A of the LEESBURG DESIGN AND CONSTRUCTION STANDARDS MANUAL DCSM Ar�cle # PROPOSED TEXT CHANGE 4-130 Added language to allow for low pressure force mains for individual residences per a DCSM modiﬁca�on. DCSM Detail # PROPOSED DETAIL CHANGES Abbreviated Descrip�on WD-12 •The detail is re�tled to “Bedding and Backﬁll of Waterlines.” •Backﬁll requirements are changed. (2) WD-14 •Removed “or 78” from the gravel requirement. •Corp stop is changed to 1”. •The curb box is changed form “screw type” to “slide type”. (1)(3) WD-20 •The word “conduit” is stricken from the detail. •The “78” stone is stricken from Note A. •The backﬁll requirements are changed. (1)(2) SD-5 •The detail is re�tled to “Bedding and Backﬁll of Sewer.” •Backﬁll requirements are changed. •No. 78 stone is stricken from the notes. (1) GN-1 •General Notes to be Deleted and Replaced with new WN-1 (1)(2) (3) GN-2 •General Notes to be Deleted (2) WS-1 •VDOT #68 stone requirements added for water main and service line. •5/8" meter and Drawing GN-2 references removed. •References to WD-21, WD-22, and WD-23 removed. (4) WS-2 •VDOT #68 stone requirements added for water main and service line. •1.5" service line size and Drawing GN-2 references removed. •References to WD-21, WD-22, and WD-23 removed. (4) WS-3 •Added adjustable stainless-steel support to the detail. Removed concrete support from detail. (1) WS-4 •Added adjustable stainless-steel support to the detail. Removed concrete support from detail. (1) WS-5 •Removed note requiring “Two ¾" coated bars are required for strapping.” •Amended Note C to include mega lugs or bell restraint as restraint op�ons. •Added Note D requirement for aqua grip shoe and 90° bend when hydrant over 5' deep. •Added dry blocking in the thrust block. (1) 449 Item a. WS-7 •Note D amended to reference manhole vent detail, SS-9. •Note E amended to indicate larger diameter air release valves are required for larger diameter water mains. •Note added to detail indica�ng manhole depth varies by air release manufacturer. •Added "Tee with" to the 6" MJ Plug call out •Deleted pipe embedment material call out •Revised �tle to specify this detail is for 2" COMBINATION AUTOMATIC AIR RELEASE VALVE (1)(2) WS-8 •Added callout for 6" of VDOT #68 stone along the 1" tubing alignment and valve boxes. •Removed the ¾" dimension note from the corpora�on stop detail. (1)(2) WS-9 •Added callout for 6" of VDOT #68 stone along the 2" tubing alignment and valve boxes. (1) WS-10 •Added main pipe restraint requirements PVC bell restraint joint, TR Flex, Flex Ring, HP Lok, or approved Town equivalent to Note F. •Added note for ﬁlling pipe casings and the casing ﬁll material. •Added Note G that speciﬁes placement of spacers in casings. (1)(4) WS-11 •Detail is removed in its en�rety.(2) WS-15 •Added callout indica�ng threaded rod and nuts will be 304 or 316 Stainless Steel. •Added Note C. to indicate all rods, nuts, and bolts will be 304 or 316 Stainless Steel. (1)(4) WS-18 •Removed note requiring “Two ¾" coated bars are required for strapping.” •Amended Note C to include mega lugs or bell restraint as restraint op�ons. •Added Note D requirement for aqua grip shoe and 90° bend when hydrant over 5' deep. •Added dry blocking in the thrust block. (1)(4) WS-21 •Added Note G indica�ng MJ pipe restraint and dead-end anchor collar required if more than one pipe used between gate valve and blowoﬀ. (1)(4) WS-23 •Added VDOT #68 Stone bedding requirements for water main and service line. •Drawing GN-2 reference removed. •Adds meter crock size for double seter. •References to WD-21, WD-22, and WD-23 removed. (1)(2) WS-24 •Detail is removed in its en�rety.(2) WS-25 •Added Note D indica�ng MJ pipe restraint and dead-end anchor collar required if more than one pipe used between gate valve and blowoﬀ. (1) WS-30 •Detail revised to remove ﬁre meters as an installa�on requirement.(3) WS-31 •Detail revised to remove ﬁre meters as an installa�on requirement.(3) WS-32 •Notes revised removing ﬁre meters as a requirement.(1)(3) (4) 450 Item a. • Added backﬂow preven�on device notes and installa�on requirements. SN-1 • Create New Detail SN-1 • Create Title, "ARTICLE 4 (SANITARY SEWER REGULATIONS) – General Notes • Speciﬁc Pipe requirements for allowable pipe age, coa�ngs, and bedding added. • Cathodic Protec�on requirement added. • Reference to Approved Materials List added. (1) (2) (4) SS-1 • Added callout for 12" VDOT #68 Stone above and below sewer main and lateral. • Amended valve box callout to instead indicate "Heavy Duty cleanout cover 12" tall". • Added Note H. "Lateral stacks to be kept vertically plumb." (1) (4) SS-2 • Added callout for 12" VDOT #68 Stone above and below sewer main and lateral. • Amended valve box callout to instead indicate "Heavy Duty cleanout cover 12" tall". • Added Note C., "Lateral stacks to be kept ver�cally plumb. 90% visibility" • Removed DIP material note from detail. (1) (4) SS-3 • Added callout for 12" VDOT #68 Stone above and below sewer main and lateral. • Amended valve box callout to instead indicate "Heavy Duty cleanout cover 12" tall". • Added Note I., "Lateral stacks to be kept vertically plumb. 90% visibility" (1) (4) SS-4 • Detail is removed in its en�rety. (2) SS-5 • Amended tapped tee note to indicate "mechanical joint tee with mechanical joint tapped plug". • Deleted Notes C. through F. • Added new Note C.: "All parts to be sanitary rated or stainless steel". (1) (2) (4) SS-6 • Amended detail to follow Reliner® inside drop manufacturer specifications. (1) (4) SS-13 • Added callout for 12" VDOT #68 Stone above and below sewer lateral. • Amended valve box callout to instead indicate "Heavy Duty cleanout cover 12" tall” and added detail for 12" tall heavy duty cleanout. • Added note, "Lateral stacks to be kept vertically plumb. 90% visibility" (1) (4) SS-17 • Added callout for 12" VDOT #68 Stone above and below force main pipe. • Deleted Note A and Note E, and remaining Notes re-letered. • Added Note D., "Lateral stacks to be kept vertically plumb. 90% visibility" (1) (2) (4) 451 Item a. SS-33 • Added callout notes to detail regarding well port sampling location and to not use mechanical or compression fittings inside grease interceptor. (1) (4) SS-38 • Removed callout for 4" Topsoil seeded and instead speciﬁed 12" VDOT 21-A Stone. • Added Note E. indicating approved H-20 loading materials allowed in residential areas. (1) (4) Legend--Abbreviated Description Proposed Changes: (1) Improve the quality of construction or brings it into compliance with the latest industry standards; (2) Provide for clarification and simplify administration; (3) Delete facilities no longer needed or required by the Town; or otherwise (4) Incorporate revisions to the Town's standards. 452 Item a. COUNCIL ACTIONS CALENDAR Tentative/Subject to Change MeetingDate MeetingType Name SubmittedBy 04/08/2024 Town Council Work Session DISCUSSION: Air Traffic Control Tower Update Coffman, Scott DISCUSSION: Crime Statistics Pirnat, Thea INFORMATION MEMO: 2023 Board of Architectural Review Annual Report Parry, Debi 04/09/2024 Town Council Meeting CLOSED SESSION: Consideration of an Unsolicited Proposal for Public Land Spera, Christopher CONSENT: Appointment to the Parks and Recreation Commission (Council Member Nacy)(NP)Boeing, Eileen CONSENT: Appointment to the Tree Commission (Vice Mayor Steinberg)(NP)Boeing, Eileen CONSENT: Adoption of the Town’s 457 and 401(a) Retirement Plans Trask, Kate CONSENT: Appropriation of Grant Funds for Thomas Balch Library (NP)Smith, Ann CONSENT: Contract Award for Disposal of Water Plant Residuals Wyks, Amy CONSENT: Engineering Change Order for Exeter Water Main Replacement Project Wyks, Amy CONSENT: Supplemental Appropriation for Police Department Vehicle Replacement Weaver, Liz CONSENT: Supplemental Appropriation for the Compass Creek Annexation Smith, Carmen CONSENT: Water Pollution Control Facility Replacement of Plug Valves, Flow Tube and Bypass Pumping Services (NP)Wyks, Amy PRESENTATION: John W. Tolbert, Jr. Environmental Award (Environmental Advisory Commission Chair Paul Sheaffer)Moran, Deb PRESENTATION: Environmental Advisory Commission Annual Report Moran, Deb PROCLAMATION: Child Abuse Prevention Month Gonzalez, Lyndon PROCLAMATION: National Public Safety Telecommunication Week - April 14-20, 2024 Grigsby, Vanessa PROCLAMATION: Sexual Assault Awareness and Prevention Month Gonzalez, Lyndon PUBLIC HEARING: Design and Construction Standards Manual (DCSM) Amendments to Chapters 2 and 4 (Water and Sanitary Sewer)Wyks, Amy RESOLUTION: Loudoun County Government Building Extension of Water and Sewer (B)Wyks, Amy 04/18/2024 Town Council Work Session DISCUSSION: Joint Work Session (Council and Leesburg Movement)Belote, Tara 4/3/20243:14 PM 453 Item a. COUNCIL ACTIONS CALENDAR Tentative/Subject to Change MeetingDate MeetingType Name SubmittedBy 04/22/2024 Town Council Work Session DISCUSSION: 208 S. King St. Frontage Improvements Cost Sharing Agreement (P)Southerland, Danielle DISCUSSION: Removal of Two (2) Metered Parking Spaces on S King St. (P)Southerland, Danielle DISCUSSION: South King Street Interchange – Potential Improvements and Impacts from Current & Future Development in Adjacent Area LaFollette, Renee INFORMATION MEMO: Monthly Board and Commission Report - Activity and Attendance Smith, Ann INFORMATION MEMO: Visit Loudoun Monthly Report Seymour, Russell INFORMATION MEMO: 2023 Residential Traffic Commission Annual Report (NP)Southerland, Danielle INFORMATION MEMO: Board of Zoning Appeals 2023 Annual Report (BZA Chair Peter Vanderloo)Watkins, Michael INFORMATION MEMO: Veterans Park Update Wagner, Doug 04/23/2024 Town Council Meeting CONSENT: Authorizing the Town Manager to execute a 3-year Microsoft M365 license agreement and purchase M365 licensing from CDW-G Carlson, Annie CONSENT: Award of Contract for Enterprise Video Management System Upgrade Cornell-Titcomb, Amy PRESENTATION: Planning Commission Annual Report Cicalese, Karen PROCLAMATION: National Drinking Water Week - May 5 - 11, 2024 Wyks, Amy PUBLIC HEARING: TLZNOA-2023-0007 B-1 Parking Lot Standards (P)Boucher, Brian RESOLUTION: Appointment to the Environmental Advisory Commission (Council)(NP)(1) - Tentative Boeing, Eileen RESOLUTION: Appointment to the Environmental Advisory Commission (Council)(NP)(2) - Tentative Boeing, Eileen RESOLUTION: Private Property Mural Project at Leesburg Premium Outlets Kosin, Leah 05/08/2024 Town Council Work Session DISCUSSION: 40 Acres of the West Side and Landing Fees Coffman, Scott 05/13/2024 Town Council Work Session DISCUSSION: Downtown Parking Plan and Fees Markel, Keith DISCUSSION: General Assembly Legislative Wrap-Up Markel, Keith DISCUSSION: Initiation of Town Plan Amendment for Mintjens Property Boucher, Brian INFORMATION MEMO: Visit Loudoun Monthly Report Seymour, Russell INFORMATION MEMO: Quarterly Progress Report on Council Retreat Workplan Items (NP)Belote, Tara 05/14/2024 Town Council Meeting CONSENT: State of Good Repair Paving Contract Award (NP)Southerland, Danielle CONSENT: Airport Construction Engineering and Inspections Contract Award (NP)Southerland, Danielle CONSENT: Contract Award for Utility Plant Operations Data Information System (NP)Wyks, Amy CONSENT: Water Treatment Plant Roof-Top HVAC Unit Replacement (NP)Wyks, Amy PROCLAMATION: Kids to Parks Day - Saturday, May 18, 2024 Eagle, Tabitha PROCLAMATION: National Public Works Week - May 19 - 25, 2024 LaFollette, Renee RESOLUTION: Amending the Contract for the DCSM/SDLR Rewrite Arnett, Betsy RESOLUTION: 208 S. King St. Frontage Improvements Cost Sharing Agreement (P)Southerland, Danielle RESOLUTION: Initiation of Town Plan Amendment for Mintjens Property Boucher, Brian RESOLUTION: Removal of Two (2) Metered Parking Spaces on S. King St. (P)Southerland, Danielle RESOLUTION: Utility Extension to Landbay D/E Data Center Wyks, Amy 4/3/20243:14 PM 454 Item a. COUNCIL ACTIONS CALENDAR Tentative/Subject to Change MeetingDate MeetingType Name SubmittedBy 05/28/2024 Town Council Meeting: Regular + Work Session INFORMATION MEMO: Monthly Board and Commission Report - Activity and Attendance Smith, Ann INFORMATION MEMO: Quarterly Downtown Public Parking Revenue Update Weaver, Liz INFORMATION MEMO: Quarterly Budget and Capital Improvements Program Update Keesecker, Tamara PUBLIC HEARING: Capital Intensity Factors (P)Arnett, Betsy RESOLUTION: Sculpture at Georgetown Park Kosin, Leah 06/10/2024 Town Council Work Session DISCUSSION: Plaza Street Pedestrian Improvements - Design Endorsement Presentation (P)Southerland, Danielle DISCUSSION: Stormwater Management Program – Quarterly Update and Potential Fees (Renee/Chad/David Rose) (P)LaFollette, Renee 06/11/2024 Town Council Meeting CONSENT: Contract Award for Water Plant Chemical Tank Replacement Wyks, Amy CONSENT: Morven Park Road Sidewalk Construction Contract Award (NP)Southerland, Danielle CONSENT: Plaza Street Pedestrian Improvements - Design Endorsement (P)Southerland, Danielle 06/24/2024 Town Council Work Session DISCUSSION: Budget: Unassigned Fund Balance and Fiscal Year 2026 Timeline Fazenbaker, Cole INFORMATION MEMO: Monthly Board and Commission Report - Activity and Attendance Smith, Ann INFORMATION MEMO: Visit Loudoun Monthly Report Seymour, Russell INFORMATION MEMO: Utility Plant Capacity Report Wyks, Amy 06/25/2024 Town Council Meeting CONSENT: Traffic Signal Fiber Connections Construction Award (NP)Southerland, Danielle 07/22/2024 Town Council Work Session DISCUSSION: Air Traffic Control Tower Update Arnett, Betsy INFORMATION MEMO: Monthly Board and Commission Report - Activity and Attendance Smith, Ann INFORMATION MEMO: Visit Loudoun Monthly Report Seymour, Russell 07/23/2024 Town Council Meeting CLOSED SESSION: Annual Town Attorney Evaluation Belote, Tara CONSENT: Airport Runway Pavement Rehabilitation Grant and Design Authorization (NP)Southerland, Danielle CONSENT: Lawson Rd. Pedestrian Crossing of Tuscarora Creek (NP)Southerland, Danielle CONSENT: Tree Commission Annual Report Southerland, Danielle CONSENT: VDOT Smart Scale Application Endorsements (NP)Southerland, Danielle 4/3/20243:14 PM 455 Item a.