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HomeMy WebLinkAbout2003-01-08 e-packetSPECIAL MEETING CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE JANUARY 8, 2003 6:30 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, the 8th day of January, 2003, at 6:30 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments - comments are limited to items on the Special Meeting Agenda 4. Council Photo Session 5. Adjournment ~;ty Clerk /- AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM JANUARY 8, 2003 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meetings of the Redevelopment Agency are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO F1VE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Chair may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. PEDRO GONZALEZ Chairman KARYL MATSUMOTO Vice Chair RICHARD A. GARBARINO Boardmember BEVERLY BONALANZA FORD Investment Officer MICHAEL A. WILSON Executive Director JOSEPH A. FERNEKES Boardmember RAYMOND L. GREEN Boardmember SYLVIA M. PAYNE Clerk STEVEN T. MATTAS Counsel PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve the minutes of the December 11, 2002 regular meeting 2. Motion to confirm expense claims of January 8, 2003 ADMINISTRATIVE 3. Resolution approving loan agreements between the City of South San Francisco and the Redevelopment Agency, allocating funds between agency accounts, appropriating funds for repayment of obligations and approving an amendment to the Redevelopment Agency Budget (No. 03-13) to reflect appropriations CLOSED SESSION 4. Pursuant to Government Code Section 54956.8 real property negotiations related to 178- 190 Airport Boulevard and 480 North Canal Street; Agency Negotiator: Redevelopment Agency Assistant Director Van Duyn ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING JANUARY 8, 2003 AGENDA PAGE 2 Redevelopment Agency Staff Report DATE: January 8, 2003 TO: Redevelopment Agency Board FROM: Director of Economic and Community Development SUBJECT: ASSESSMENT OF REDEVELOPMENT AGENCY COMMITMENTS AND CURRENT AGENCY ENCUMBRANCES RECOMMENDATION: It is recommended that the Agency Board adopt the attached Resolution which: 1) appropriates an advance of $2.0 million from the Downtown Redevelopment Fund for the Oak Avenue Extension Capital Improvement Project; 2) reclassifies $1.6 million in Advances from the Downtown Redevelopment Fund to Shearwater; 3) appropriates $1.1 million from Downtown Redevelopment Fund for interest due Genentech for a property tax appeal; 4) designates Willow Gardens funds as encumbered; 5) approves Agency budget amendment to reflect the adopted appropriations; and 6) authorizes execution of loan documents between City and the Redevelopment Agency related to advances referenced herein. BACKGROUND/DISCUSSION: The City was informed in December that the California Assembly Budget Committee began hearings on the GOvernor's proposals for balancing the State budget. One proposal recommends shifting $500 million from Redevelopment Agencies low and moderate income housing funds to the State's General Fund to make up for the budget deficit. The Governor has drawn the conclusion that a large amount of money is sitting idle in housing funds and won't be used by cities and counties. As Council is no doubt aware, the development process and the time between project funding and project construction can range from 2-5 years or more depending on local priorities. Moreover, Agencies may accumulate funds, in effect "saving" them for several years to fund one project. Thus we see the conclusion made by some that large amounts of funds are "available" though they are in fact encumbered. In addition, it has been reported that the legislative and administrative staff are preparing proposals that would transfer funds from agencies' 80% funds, possibly through an additional To: Redevelopment Agency Board Subject: Assessment of Redevelopment Agency Commitments January 8, 2003 Page 2 Educational Revenue Augmentation Fund (ERA_F) shift. The City's Redevelopment Agency has made commitments to housing and infrastructure development projects in excess of the amount of monies that are available in its low and moderate income housing fund. Furthermore, the Agency has funds in reserve that are designated for specific projects that were previously committed. These monies could now be in jeopardy if the Legislature succeeds in capturing agency funds. The purpose of this report is to identify and reaffirm existing Agency obligations and ensure that funding for projects that have Agency Board approval are appropriately encumbered. This report identifies both 20% and 80% fund obligations, indebtedness, fund balances and fund amounts that could be considered to be in jeopardy. LOW/MOD HOUSING FUND: The legislative proposal indicates that Agency low and moderate income housing funds (20% fund) not encumbered as of December l, 2002, would be subject to recapture by the State. The City's housing fund had a total undesignated balance of $3,621,849 as of 6/30/02, with additional revenues of $662,718 as of 12/1/02. Of that amount, all but $106,089 has been encumbered or expended as of the December 1, 2002 proposed deadline. The most recent housing fund expenses prior to 12/1/02 included: Acquisition of, four, four- plex structures at Willow Gardens for a total of $2,505,568 Interest owed on Genentech Appeal ($295,000) Acquisition of 440 Commercial Avenue ($411,058) Agency housing loans or grants totaling $49,958 An encumbrance to Mid Peninsula Housing Coalition in the amount of $583,700 for rehabilitating the newly acquired Willow Gardens units. Thus, the amount at risk of being captured by the State legislature is $106,089. At this time, these monies are not encumbered by a specific project. However, the Agency has commitments and obligations in excess of the monies currently available in its low/mod housing fund but did not have the oppommity to encumber those dollars to a specific project prior to receiving notice of the legislature's intention. For example, the Agency has committed funds for the Willow Gardens revitalization project in excess of the fund balance indicated above. In 1999, the Agency authorized the revitalization project for Willow Gardens with a total adopted project budget of $13 million. Since that time, a loan agreement has been executed with Mid Peninsula for partial funding. To: Redevelopment Agency Board Subject: Assessment of Redevelopment Agency Commitments January 8, 2003 Page 3 This year, the recent Willow Gardens acquisitions were undertaken with Agency housing tax increment in the amount of $2.5 million, replacing Section 108 loan funds that were unavailable for the project. Additional funds committed and designated for the Willow Gardens Revitalization Project include $3.0 million in housing funds reserved for the acquisition of up to five additional four plex structures. Staff believes those dollars to be reserved and encumbered for Willow Gardens and not in jeopardy of being captured by the State as they date back to an obligation made in 1998. The attached Resolution will reaffirm the Agency's commitment and ensure the funds are appropriately encumbered to meet the obligations of the loan agreement. The Redevelopment Agency Implementation Plan indicates that up to 17 structures will be acquired and rehabilitated in the Willow Gardens neighborhood. Thus the balance of funds designated as reserved for Willow Gardens fi.om the low and moderate housing fund will be necessary to complete the project as approved by the Agency and in accordance with its Housing Production Plan. The attached Resolution ensures that the designated fund balance of $3.0 million for this project is appropriately encumbered for this obligation to acquire and rehabilitate additional structures by the end of the term of the current Plan. 80% FUNDS: In addition to capturing low/mod housing funds the legislature is considering the transfer of 80% funds, or redevelopment agencies non housing tax increment dollars. As of the date of this report, no legislation has been introduced, thus the magnitude of the transfer, the source of funds, or the degree to which committed funds may be exempted from the transfer is unknown. There appears to be a greater amount of the City's Redevelopment Agency 80% funds at risk than the 20% low- moderate funds. The Downtown Redevelopment 80% fund balance as of 6/30/2002 is $4.7 million, or $3.6 million total at risk, after expensing the Genentech property tax appeal interest owed. The Gateway's excess 80% funds are pledged through bond covenants to bondholders in a bond sinking fund for retirement of the 1999 bond issue. Neither E1 Camino nor Shearwater have undesignated fund balances. This report recommends that the Agency Board formally encumber funds which have been obligated but not encumbered in the current budget; including, indebtedness previously incurred, and, obligations to pay for infrastructure improvements that have already been approved. The proposed budget amendments would encumber funds in the current Agency budget to meet prior obligations and to ensure that funds are designated for the following purposes to meet Agency obligations: 1. Appropriates an advance of $2.0 million from the Downtown Redevelopment Fund to the To: Redevelopment Agency Board Subject: Assessment of Redevelopment Agency Commitments January 8, 2003 Page 4 E1 Camino Redevelopment Fund for the Oak Avenue Extension Capital Improvement Project (#0301). The additional appropriation will fund street, sidewalk, curb and gutter, drainage, landscaping and sewer improvements. Funding will eventually come from tax increment in the E1 Camino Project Area in future years; Reclassifies $1,600,000 in Advances made from the General Fund to the Shearwater Redevelopment Fund in prior years as Advances from the Downtown Redevelopment Fund to Shearwater. (The Shearwater Fund was advanced funds in prior years by the General Fund to pay for the Oyster Point Widening project, and the Downtown Redevelopment Fund has sufficient funds to cover $1.6 million of the total funds advanced. General Fund Advances to the Shearwater and to the E1 Camino Redevelopment areas would still total $3.3 million after this reclassification); and, Appropriates $1.1 million from the Downtown Redevelopment Fund to pay for the expected interest due Genentech to settle the Genentech property tax appeal dating back to the 1992-93 fiscal year. The County Property Tax Appeal Board has settled that appeal in Genentech's favor, and the final dollar amount due will not be known for 2-3 more months. However, it is appropriate to book an estimate of the interest owed, and $1.1 million is staff's best estimate at this time. Ensures that Willow Gardens monies designated as committed to the project from the Agency 20% fund will be available to meet the obligation of the Agency's Loan Agreement in accordance with its Housing Production Plan. Approves Agency budget amendment to reflect proposed appropriations. Authorizes execution of loan documents between City and Redevelopment Agency related to advances referenced herein. CONCLUSION: Staff recommends that the City Council approve the attached budget amendment resolution which will appropriate needed dollars for the completion of the Oak Avenue extension project, set aside funds for the expected amount due to Genentech for a prior year property tax appeal, designate the Willow Gardens fund balance as encumbered, reclassify advances made by the General Fund as Downtown Advances to the E1 Camino Project Area, authorizes Redevelopment budget amendment to reflect appropriations, and authorizes execution of loan documents related to Agency advances. The required loan documents for the advances of Redevelopment Agency funds from the Downtown Redevelopment Fund to Shearwater will be made available to the Agency and City Council at their respective meetings on January 8th. Taking these actions will, staff believes, take necessary steps to obligate the Downtown RDA's projected undesignated 80% fund balance through the end of this fiscal year, and ensure that the 20% fund dollars designated for Willow Gardens are obligated. This action further preserves To~ Subject: Redevelopment Agency Board Assessment of Redevelopment Agency Commitments January 8, 2003 Page 5 flexibility for the City and Agency in the event the Governor or Legislature take additional steps this year to divert redevelopment dollars. If the legislature adopts a measure that is modeled upon the statutes governing prior ERAF transfers, a redevelopment agency may reduce its payment to the state if the agency has obligations that were incurred prior to the effective date of the legislation. This action does not guarantee protection against any particular mandated transfer of funds but to the extent that a redevelopment agency succeeds in encumbering tax increment funds it thereby reduces the agency's transfer to the State. However, the city may be required to use general funds to make up for any such reduction. This action does not preclude the legislature from changing the ERAF formula resulting in a greater shift to the State of General Fund dollars, currently under discussion. Should this occur, and the Agency has fully encumbered its fund balance, the City would not want to put its General Fund at risk of being required to close the gap between the new ERAF allocation and the monies allocated in the current formula. In that case, the Agency may subsequently modify the proposed budget amendment accordingly based on legislation that may be enacted at a future date. Marty van Duyn ~J Director of Economic and" Community Development Michael A. Wilson Executive Director Attachment: Resolution City Attorney Memorandum Regarding Potential Transfer of RDA Funds City and Redevelopment Agency Loan Agreement for Advances* (*provided at meeting of January 8, 2003) AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM JANUARY 8, 2003 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Mayor may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. KARYL MATSUMOTO Mayor Pro Tem RICHARD A. GARBARINO, SR. Councilman PEDRO GONZALEZ Mayor JOSEPH A. FERNEKES Councilman RAYMOND L. GREEN Councilman BEVERLY BONALANZA FORD City Treasurer SYLVIA M. PAYNE City Clerk MICHAEL A. WILSON City Manager STEVEN T. MATTAS City Attorney PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS · Oath of office to appointed Councilmember Richard A. Garbarino, Sr. · Update on Community Preservation Task Force - Acting Fire Marshal Maurice Dong AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Community Forum · Subcommittee Reports CONSENT CALENDAR 1. Motion to approve the minutes of the December 11 regular meeting and December 18 special meeting 2. Motion to confirm expense claims of January 8, 2003 3. Resolution accepting funds from the California Law Enforcement Equipment Program for Technology in the Police Department in the amount of $25,104.77 4. Resolution authorizing the purging of Police Department records in accordance with Government Code Section 34090 5. Motion to adopt an ordinance amending SSFMC Chapter 20.63, Terrabay Specific Plan District 6. Motion to adopt an ordinance amending SSFMC Chapter 3.12 to implement Council approved position title additions related to Fire Marshal and City Building Official 7. Resolution approving revision of Deferred Compensation Plan Document 8. Resolution accepting various public improvements constructed pursuant to the Promenade Subdivision Improvement Agreement with Greystone Homes, Inc. 9. Motion to accept the alterations to Fire Station 64 project as complete in accordance with the plans and specifications 10. Resolution approving project submission to the Metropolitan Transportation Commission for allocation of Transportation Development Act Article 3 funds REGULAR CITY COUNCIL MEETING JANUARY 8, 2003 AGENDA PAGE 2 11. Resolution of Intention to adopt a Voluntary Employee Beneficiary Association for use by employees after retirement to pay medical expenses 12. Acknowledgement of proclamations issued: Joe Fernekes, IACC Member of the Year, 12/14/02; Fred Kawahara, retiree, 12/27/02 13. Resolution approving loan agreements between the City and the Redevelopment Agency of South San Francisco, authorizing the acceptance of a partial payment on said loan and amending the 2002/2003 Operating Budget (No. 03-14) and Capital Improvement Program LEGISLATIVE BUSINESS 14. Motion to waive reading and adopt an urgency ordinance approving an amendment to the contract with the Board of Administration, California Public Employees' Retirement System (PERS), to provide Section 21548 Pre-Retirement Optional Settlement 2 Death Benefit for Local Safety Fire Members ADJOURNMENT REGULAR CITY COUNCIL MEETING JANUARY 8, 2003 AGENDA PAGE 3 2 4 5 6 7 StaffReport DATE: TO: FROM: SUBJECT: January 8, 2003 Honorable Mayor and City Council Police Department BUDGET AMENDMENT - STATE FUNDING FOR TECHNOLOGY, CALWORNIA LAW ENFORCEMENT EQUIPMENT PROGRAM (CLEEP FUNDS) RECOMMENDATION It is recommended that the City Council adopt the attached resolution to amend the Police Department's budget to accept $25,104.77 from the State for technology in the Police Department. BACKGROUND/DISCUSSiON In the State budget for 2002-2003, the Governor approved the funding for the California Law Enforcement Equipment Program (CLEEP) to provide each law enforcement agency a minimum of $15,000 for technology as one-time funding. The funding received in excess of $15,000 is based on assessed value and population. The total amount provided to our department is $25,104.77. The funds cannot be used to supplement any current funding programs. We are going to apply these funds toward the upgrade of our RMS - CAD systems. FUNDING Fiscal Impact: None Mark Raffaelh/// Chief of Police Appr l~hael ~. Wil~on City Manager Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE PURGING OF POLICE RECORDS IN ACCORDANCE WITH GOVERNMENT CODE, SECTION 34090 WHEREAS, this resolution authorizes the Police Department to purge records under the Department's charge that are more then five (5) years old, are no longer needed and otherwise meet the requirements for destruction as provided in Government Code, Section 34090. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the purging of records identified in the Staff Report which are under the charge of the Chief of Police and certified for purging in accordance with Government Code, Section 34090. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of ,2003 by the following vote: AYE S: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk F :\file cabinet\old. Reso 12_00\ ! -9-03purging.of. records .res .doc CITY OF SOUTH SAN FRANCISCO PURGE CRITERIA OF RECORDS DEPARTMENT: Police The fo]lowing records are proposed for destruction: Record File Title Field Interview Records Years Included Prior to 1/1/01 Incident Reports Restraining Orders Arrest Records Daily Activi _ty Logs (Except involving City Property/Personnel) (Except Homicide Arrest Records) Prior to 1/1/01 Expired Prior to 1/1/01 Prior to 1/1/93 Prior to 1/1/98 Accident Reports (Except Vehicular Manslaughter Reports) Accident/Incident Reports Involving City Property/Personnel Crime Reports (Except Homicide Reports) Citizen Complaints Prior to 1/1/98 Prior to 1/1/95 Prior to 1/1/98 Prior to 1/1/97 Personnel Actions Prior to 1/1/97 Dispatch Incident/Status Cards (Used when CAD down) Background Documents of Unsuccessful Department Applicants Prior to 1/1/01 Prior to 1/1/01 AUTHORIZED SIGNATURES: Destruction Recommended Department Head Consent to Destruction City Manager Date /- 9. aS I certify that these records have been retained in accord with Government Code Section 34090 and are no longer needed, or that the records meet the requirements for des[yuction specified in Government Code Sections 34090, 34090.5, 34090.6 and 34090.7. ~/'~'~A~~0me~,~ /"~?~'~Date StaffReport DATE: TO: FROM: SUBJECT: January 8, 2003 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of an Ordinance Amending Municipal Specific Plan District) Code Chapter 20.63 (Terrabay RECOMMENDATION: Adopt the Ordinance Amending Municipal Code Chapter 20.63 (Terrabay Specific Plan District) BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following ordinance. The Ordinance is now ready for adoption. AN ORDINANCE AMENDING MUNICIPAL CODE CHAPTER 20.63 (TERRABAY SPECIFIC PLAN DISTRICT) (Introduced 12-11-02, 4-0 Vote) BY~~v,~ e~ .tt~as,~ity Attorney I~lichael ,~. Vhson, City Manager Enclosure: Ordinance ORDINANCE NO. AN ORDINANCE AMENDING MUNICIPAL CODE CHAPTER 20.63 (TERRABAY SPECIFIC PLAN DISTRICT) WHEREAS, the existing Terrabay Specific Plans, Chapter 20.63 and the Terrabay Development Agreement allow development of the Terrabay Project; and WHEREAS, in November 2000, the City Council approved the Final Terrabay Specific Plan and the Restated and Amended Development Agreement; and WHEREAS, the Final Terrabay Specific Plan and Terrabay Specific Plan Zoning District Ordinance were amended by the City Council on June 26, 2002; and WHEREAS, Chapter 20.63 is proposed to be amended to impose setback requirements based on the type of accessory structure constructed, implement a name change for the 70 unit paired housing development, remove retaining walls from the definition of accessory structure and to require a Minor Use Permit if a proposed project would adversely impact drainage or slope stability; and WHEREAS, the amendments to the ordinance are within the scope of the project as defined in the Final Terrabay Specific Plan and the 1982 EIR, 1996 SEIR, 1998-99 SEIR and Addenda, prepared in accordance with the California Environmental Quality Act ("CEQA"), and said documents adequately describe the activities regulated by the proposed amendments; and WHEREAS, the adopted a Mitigation Monitoring and Reporting Program for the project remains unchanged and in full force and effect in accordance with the EIR's, SEIR's and Addenda thereto; and WHEREAS, the amendments to Chapter 20.63 do not result in an increase in land use or development intensity over that analyzed in the 1982 EIR, the 1996 SEIR and the 1998-99 SEIR and Addenda thereto; and WHEREAS, based on all the evidence in the record, including but not limited to the contents of the above CEQA doduments, the City has determined pursuant to section 15061(3) the proposed amendments are covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Because the amendments merely clarify and implement development criteria already analyzed in prior CEQA documents, them is no possibility that the proposed amendments will have a significant effect on the environment. Therefore, the amendments are exempt under CEQA Guidelines Section 15061(3); and WHEREAS, pursuant to CEQA Guidelines Section 15303(e), "New Construction or Conversion of Small Structures," the construction and location of accessory (appurtenant) structures including garages, carports, patios, swimming pools and fences are categorically exempt; and WHEREAS, provisions included in the amendments require further CEQA review if, due to the unique character of the individual project authorized under the ordinance, unusual circumstances exist that may give rise to the project having a potentially significant environmental effect; and WHEREAS, on December 5, 2002, the Planning Commission held a properly noticed public heating to consider the proposed amendments to the Final Terrabay Specific Plan District Zoning Ordinance and recommended that the City Council adopt the proposed amendments by a 7 to 0 vote; and WHEREAS, the City Council desires to amend Chapter 20.63 to implement the proposed regulations; and WHEREAS, on December 11, 2002, the City Council held a properly noticed public heating to consider the proposed amendment to Chapter 20.63. NOW, THEREFORE, based on all evidence in the record, including the foregoing recitals, the City Council of the City of South San Francisco does hereby ORDAIN as follows: Section 1. FINDINGS. (a) (b) The proposed amendments to Municipal Code Chapter 20.63 are consistent with the General Plan and Final Terrabay Specific Plan, as amended. Modifications to Chapter 20.63, as proposed, do not alter the approved land use, development intensity or design criteria articulated in the General Plan and the Final Terrabay Specific Plan. The purpose and effect of the amendments is to clarify existing regulations and provide an understandable means by which to administer the project. Therefore, the proposed amendments are implementing measures that do not affect the previously approved General Plan and Final Terrabay Specific Plan and are thus consistent with the approved Plans. In recommending approval, the City Council relies on the extensive findings in the record, including environmental analyses articulated at prior public heatings on the project, including the duly noticed public heating of December 11, 2002. As an implementing measure, the Terrabay Specific Plan District Zoning Ordinance is consistent with the General Plan and the Final Terrabay Specific Plan. Proper environmental documentation has been amendments to Municipal Code Chapter 20.63 Guidelines Sections 15061(3) and 15303(e). prepared for the proposed in accordance with CEQA (viii) Fences installed as a part of the project shall be replaced in kind as required for upkeep and repair. View fences shall be replaced with view fences as necessary. (ix) Any structure which in the opinion of the Chief Planner adds significant bulk and/or mass to the building shall not be permitted. Examples of such types of structures included fixed and solid patio covers. (x) If upon review of the applicable permit, modifications to a lot, including but not limited to landscaping, construction of accessory structures, retaining walls or paving the City determines the proposed project, based on standard engineering and hydrologic practices and the project plans, may adversely affect drainage or slope stability, the applicant shall be required to apply for a Minor Use Permit which may, based on an Initial Study, necessitate further environmental review. In addition to the foregoing, where the name "Hillcrest" appears in Chapter 20.63 it shall be amended to state "Mandalay Point." Section 3: SEVERABILITY In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. Section 4. PUBLICATION AND EFFECTIVE DATE This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective thirty (30) days from and after its adoption. Section 2: AMENDMENT TO CHAPTER 20.63 Chapter 20.63.130, Special Regulations applicable within the Terrabay residential district, of the South San Francisco Municipal Code shall be amended as set forth below. 1. 20.63.010 Definitions. (a) "Accessory structure" refers to structures such as landscape arbors, hot tub platforms, decks and fences; and 2. 20.63.130 District. Special Regulations Applicable Within the Terrabay Residential The following special regulations shall apply to development within the Terrabay Residential District: (a) Independent and accessory structures shall be governed by the following setbacks: (i) Mandalay Point may be designed with entry encroach into the side setback to the extent Building Code. stairs and entry roofs that permitted by the Uniform (ii) Side and rear yards shall maintain a minimum setback of not less than three feet, except as provided in (i) above. Stairs that follow the grade may be constructed along the side yard setback between a primary structure (house) and a fence. (iii) Paving shall be not closer than a minimum of one foot from the side and rear property lines. (iv) Hot tubs or spas shall maintain a minimum setback of five feet from any side or rear property line. (v) Gazebos, Arbors and Similar Structures. Gazebos and arbors shall not exceed 12 feet in height at the ridge. Gazebos, Arbors and Similar Structures shall be set back from side and rear property lines a minimum of three feet. (vi) Fountains and similar water features shall be set back a minimum of one foot from side and rear property lines. (vii)Garden sheds and similar storage structures shall be set back from side and rear property lines a minimum of five feet. The maximum height of garden sheds and similar structures shall be six feet. No garden shed or similar storage structure shall exceed 120 square feet in total area. 3 Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 1 lth day of December, 2002. Adopted as an Ordinance of the City of South Francisco at a regular meeting of the City Council held the __ day of__, 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2003 Mayor 5 20.63.110 Parks and Recreation Facilities. All parks and recreation facilities in the Terrabay Specific Plan DistriCt shall be designed ' and constructed in accordance with the standards set forth in the Terrabay Specific Plan. (Ord. 1263 Exh. A (part), 1999: Ord. 1244 (pan), 1999: Ord. 915 § 4 (part), 1983) 20.63.120 Environmental Quality. All measures necessary to protect environmental quality shall be implemented as set forth in the Terrabay Specific Plans, the Environmental Impact Reports for the Terrabay Specific Plans (1982 EIR, 1996 SEIR and 1998- 99 SEIR) and the Habitat Conservation Plan, including any amendments to the Plans and any supplemental or subsequent environmental impact reports. (Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915§4 (part), 1983) 20.63.130 Special Regulations Applicable Within the Terrabay Residential District. The following special regulations shall apply to development within the Terrabay Residential Disthct: (a) Independent and accessory structures shall be governed by the following setback,~:Nc :ingle independent exceFt +~"+ retaining .... ~" fc ...... ~ cthc~ independent z~ac~arc ~ .............. ~ .......... y Mandalay Point may be desired wi~ en~ stairs and en~ roofs that encroach into the side setback to · ~ oxto~t pe~ed by the Unifo~ Building Code. (ii) Side ~d r~ y~ds shall maintain a mJ~m~ setback of not ]es~ than three feet, except as provided in (i) November 27.9nn~x~ ..... ~'~ ~ 2902 ,C:~tbavzonin~ord Dec5.DOCG:\tbcyzc.'x.!ngard.D@C .(iv) .(vi) .(vii) .(viii) ,(ix) above. Stairs that follow the ~ade may be constructed alon~ the side yard setback between a primary structure (house) and a fence. Pavine shall be not closer than a minimum of one foot from the side and rear property lines. Hot tubs or spas shall maintain a minimum setback of five feet from any side or rear property line. Gazebos, Arbors and Similar Structures. Gazebos and arbors shall not exceed 12 feet in height at the ridge. Gazebos, Arbors and Similar Structures shall be set back from side and rear property lines a minimum of three feet. Fountains and similar water features shall be set back a minimum of one foot from side and rear property_ lines. Garden sheds and similar storage structures shall be set back from side and rear property lines a minimum of five feet. The maximum height of garden sheds and similar structures shall be six feet. Fences installed as a part of the project shall be replaced in kind a.~ required for upkeep and repair. View fences shall be replaced with view fences as necessary. Any structure which in the opinion of the Chief Planner adds si,enificant bulk and/or mass to the building shall not be permitted. Examples of such types of structures included fixed and solid patio covers. Page 8 If upon review of the applicable permit, modifications to a lot, including but not limited to landscaping, construction of accessory structures, retaining walls or paving the City determines the proposed proiect, based on standard .engineering and hydrolOkdc practices and the project plans, may adversely affect the performance of the drainage of the lot or slope stability_, the applicant shall be required to aenlv for a Minor Use Permit which may, based on an Initial Study, necessitate further environmental review. Ca) No part of permitted structure shall be constructed within five feet of any projected curbline for a private road. (c) Accessory buildings, as defined in South San Francisco Municipal Code § 20.0:5~6.050(b), are only permitted when constructed at the time the residential structure is constructed. (d) Accessory structures as defined in Section 20.63.010 (a) of this Chapter may be constructed upon obtaining City review and any required building perm/ts. (e) One sign not over four square feet in area and unlighted, pertaining only to the sale, lease or rental of the property upon which the sign is to be located is permitted. (f) Permitted Height: (1) Phase I - Village and Park Neighborhoods (Single-family detached and Townhomes) a. Maximum permitted height shall not exceed thirty (30) feet. b. Height is measured from the roofline to the ground directly beneath it. November 27. 2002November 26, 2002 .C:\tbavzonin~ord DecS.DOCC:\tbxyz~.n!,ngcr~.DOC (2) Phase II - Woods Neighborhood (Single-family detached) a. Maximum permitted height shall not exceed thirty-five (35) feet with sixty (60) percent of the roof plate being at or below thirty (30) feet. b. Height is measured from the highest point of the roof structure to a point below or directly parallel to that point where the exter/or facade of the building intersects the finished grade. (3) Phase II/1II - Residential Heritage Neighborhood (Condominium/Apartment Tower) - a. The maximum height shall not exceed 200 feet. b. Height is measured from the top of the uppermost parapet down to fin/shed grade at the point below or directly parallel to that point where the exterior facade of the building intersects the finished grade. c. Below finished grade parking structures are not included in the maximum height calculation. (5) Mandatav Point~JA~r-es-~ Neighborhood (Single-family Paired Units) a. Maximum height shall not exceed shall not exceed forty feet. b. Height is measured from the highest point of the roof structure to a point below or directly parallel to that point where the exterior facade of the building intersects finished grade. (g) Materials used in the Terrabay Residential District shall be consistent with the requirements of the applicable Terrabay Specific Plan and the City's design review process. (h) Internal Roadway Systems Standards. (1) A public resident/al collector street shall be constructed in the Terrabay Residential Page 9 Staff Report DATE: TO: FROM: SUBJECT: January 8, 2003 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of an Ordinance Amending Section 3.12.010 of the South San Francisco Municipal Code related to the position changes of Fire Marshal/Chief Building Official, Fire Marshal and City Building Official RECOMMENDATION: Adopt the Ordinance Amending Section 3.12.010 of the South San Francisco Municipal Code related to the position changes of Fire Marshal/Chief Building Official, Fire Marshal and City Building Official. BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following ordinance. The Ordinance is now ready for adoption. AN ORDINANCE AMENDING SECTION 3.12.010 OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE RELATED TO THE POSITION CHANGES OF FIRE MARSHAL/CHIEF BUILDING OFFICIAL, FIRE MARSHAL AND CITY BUll,DING OFFICIAL (Introduced 12-11-02, 4-0 Vote) BY:"-~ev~e ~ ~. Mattas',/~~'2 Michael A. Wilson, City Manager Enclosure: Ordinance ORDINANCE NO. AN ORDINANCE AMENDING SECTION 3.12.010 OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE The City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. 1. SECTION 3.12.010 is hereby amended as follows: A. SUBDIVISION (b) (1) Delete the positions of "Fire Marshal/Chief Building Official" (2) Add the position of "Fire Marshal." (3) Add the position of "City Building Official." SECTION 2. SEVERABILITY In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. SECTION 3. PUBLICATION AND EFFECTIVE DATE This ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the day of ,2002. Adopted as an Ordinance of the City of South Francisco at a regular meeting of the City Council held the __ day of__., 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2003. Mayor DATE: TO: FROM: SUBJECT: January 8, 2003 Honorable Mayor and City Council Jennifer A. Bower, Director of Human Resources Resolution Approving the Revision of the City's Deferred Compensation Plan Document RECOMMENDATION Adopt a resolution approving the revision to the City's Deferred Compensation Plan Document, which includes all of the City of South San Francisco's 457 deferred compensation plans. This Plan Document is being revised to meet the pension reform requirements provided in EGTRRA (Economic Growth and Tax Relief Reconciliation Act of 2001). BACKGROUND Effective January 1, 1999 legislation required all employers, who have IRS Section 457 plans (deferred compensation plans), to have plan documents outlining their rights and responsibilities. Effective 2002, federal legislation made significant changes in 457 deferred compensation plan requirements. The State of California came into compliance with the federal legislation about 8 months later. The City's Deferred Compensation Committee, made up of employee representatives from throughout the City, agreed to support the changes in the legislation and update the City's plan document to follow both the allowed federal and state changes. Legislative Changes: The following are the changes allowed by law, which are a part of the City's revised plan document. 1. Increase the elective deferral limits. 2. Increase percentage of compensation limitation. 3. Allow additional contributions after age 50 (age 50+ catch-up rule). 4. Increase contributions when closer to retirement age. 5. Restrict withdrawing contributions. 6. Change distribution payment schedule after retirement. 7. Transfer contributions from one plan to another. 8. Accept rollovers from and to 401 and 403(b) plans, IRAs, and spouses. 9. Allow assets to be used toward the purchase of PERS Service Credits. With Council's approval, this change will now bring the City of South San Francisco's 457 deferred JAB- 12217/02 \h'nulderXltR-SharedXBenefits~457 Deferred Comp~EGTRRA staff report 1-03.doc RESOLUTION NO. C1TY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CAI JFORNIA A RESOLUTION APPROVING THE REVISION TO THE CITY'S DEFERRED COMPENSATION PLAN DOCUMENT WHICH INCLUDES ALL OF THE CITY'S 457 DEFERRED COMPENSATION PLANS WHEREAS, the Plan Document is being revised to meet the pension reform requirements provided in (Economic Growth and Tax Relief Reconciliation Act of 2001); and WHEREAS, the following are the changes allowed by law, which are a part of the City's revised plan document: 1. Increase the elective deferral limits. 2. Increase percentage of compensation limitation 3. Allow additional contributions after age 50 (age 50+ catch-up rule). 4. Increase contributions when closer to retirement age. 5. Restrict withdrawing contributions. 6. Change distribution payment schedule after retirement. 7. Transfer contributions from one plan to another. 8. Accept rollovers from and to 401 and 403(b) plans, IRAs, and spouses. 9. Allow assets to be used toward the purchase of PERS Service Credits. WHEREAS, with council approval, this change will now bring the City of South San Francisco's 457 deferred compensation plan document into compliance. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council approves the revision to the City's Deferred Compensation Plan Document, which includes all of the City of South San Francisco's 457 deferred compensation plans. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of ,2003 by the following vote: AYES: NOES' ABSTAIN: ABSENT: ATTEST: F:\file cabinet\Current Reso's\l-8-03city.deferred.comp.plan.res.doc City Clerk TABLE OF CONTENTS SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN Page Introduction ............................................................................................................................................ i SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN I. INTRODUCTION ............................................................................................................................................................ 1 II. DEFINITIONS ................................................................................................................................................................ 1 2.01 "Administrator" or "Plan Administrator" 2.02 "Age 50 or Older Catch-up". ............................................................................................................................... 1 2.03 "Beneficiary". ................................................... · .................................................................................................. 1 2.04 "Code" 2.05 "Compensation". .................................................................................................................................................. 1 2.06 "Custodial Account" 2.07 "Custodian". ......................................................................................................................................................... 1 2.08 "Deferred Compensation". ................................................................................................................................... 1 2.09 "Employee". ......................................................................................................................................................... 2 2.10 "Employer". ......................................................................................................................................................... 2 2.11 "Includible Compensation". ................................................................................................................................. 2 2.12 "Limited Catch-up". ............................................................................................................................................. 2 2.13 "Normal Retirement Age". ................................................................................................................................... 2 2.14 "Participant". ........................................................................................................................................................ 2 2.15 "Participation Agreement". ........................................ i ......................................................................................... 2 2.16 "Plan Year". ......................................................................................................................................................... 2 2.17 "Qualified Domestic Relations Order" or "QDRO". ............................................................................................ 2 2.18 "Severance fi.om Employment". ........................................................................................................................... 2 2.19 "Total Amount Deferred". ................................................................................................................................... 3 2.20 "Trust". ................................................................................................................................................................ 3 2.21 "Trustee". ............................................................................................................................................................. 3 2.22 "Unforeseeable Emergency". ............................................................................................................................... 3 III. ADMINISTRATION ..................................................................................................................................................... 3 3.01 Administrator ....................................................................................................................................................... 3 3.02 Appointment and Termination of Administrator .................................................................................................. 3 3.03 Duties of Plan Administrator ................................................................................................................................ 4 3.04 Administrative Fees and Expenses ....................................................................................................................... 4 3.05 Actions of Administrator ...................................................................................................................................... 5 3.06 Delegation ............................................................................................................................................................ 5 3.07 Investment and Service Providers ........................................................................................................................ 5 IV. PARTICIPATION IN THE PLAN ................................................................................................................................ 5 4.01 Enrollment in the Plan .......................................................................................................................................... 5 4.02 Deferral Limitations ............................................................................................................................................. 6 4.03 Limited Catch-up ................................................................................................................................................. 6 4.04 Age 50 or Older Catch-up .................................................................................................................................... 7 4.05 Employer Modification of Deferral ...................................................................................................................... 7 4.06 Participant Modification of Deferral .................................................................................................................... 8 4.07 Revocation ........................................................................................................................................................... 8 4.08 Re-Enrollment ...................................................................................................................................................... 8 4.09 Transfers and Rollovers Into the Plan .................................................................................................................. 8 4.10 Multiple Plans ...................................................................................................................................................... 9 11/15/01 Model 457 Plan Document for Governmental Employers TABLE OF CONTENTS (Continued) SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN Page 4.11 Qualified Military Service ................................................................................. , ................................................... 9 V. CREATION OF TRUST AND TRUST FUND .............................................................................................................. 9 5.01 Custody of Plan Assets ......................................................................................................................................... 9 5.02 Establishment of Trust ....................................................................................................................................... 10 5.03 Appointment and Termination of Trustee .......................................................................................................... 11 5.04 Acceptance ................................................................ 11 5.05 Control of PlanAssets ........................................................................................................................................ I1 5.06 General Duties of the Trustee ............................................................................................................................ 11 5.07 Investment Powers of the Trustee ...................................................................................................................... 12 5.08 Trustee Fees and Expenses ................................................................................................................................ 13 5.09 Exclusive Benefit Rules ................................................... 13 5.10 Trustee Actions .................................................................................................................................................. 13 5.11 Delegation .......................................................................................................................................................... 14 5.12 Division of Duties and Indemnification ............................................................................................................. 14 VI. INVESTMENTS ......................................................................................................................................................... 15 6.01 Investment Options ............................................................................................................................................ 15 6.02 Participant Investment Direction ........................................................................................................................ 15 6.03 Employer Investment Direction ......................................................................................................................... 15 6.04 Participant Accounts .......................................................................................................................................... 16 6.05 Distributions from the Trust ..................... 16 VII. DISTRIBUTIONS ...................................................................................................................................................... 16 7.01 Conditions for Distributions ...................................... ] ........................................................................................ 16 7.02 Severance fi'om Employment .............................................. 17 7.03 In-Service Distributions and Transfers ............................................................................................................... 17 7.04 Unforeseeable Emergencies ............................................................................................................................... 18 7.05 Death Benefits .................................................................................................................................................... 19 7.06 Payment Options ................................................................................................................................................ 20 7.07 Default Distribution Option ............................................................................................................................... 20 7.08 Limitations on Distribution Options ................................................................................................................... 20 7.09 Transfers from the Plan ...................................................................................................................................... 21 7.10 Taxation of Distributions ................................................................................................................................... 21 7.11 Eligible Rollover Distributions ........................................................................................ : ................................. 21 7.12 Elections ............................................................................................................................................................. 22 7.13 Practices and Procedures .................................................................................................................................... 22 VIII. LEAVE OF ABSENCE ............................................................................................................................................ 22 8.01 Paid Leave of Absence ...................................................................................................................... 22 8.02 Unpaid Leave of Absence .................................................................................................................................. 23 IX. PARTICIPANT LOANS ............................................................................................................................................. 23 9.01 Authorization of Loans ...................................................................................................................................... 23 9.02 Maximum Loan Amount ..................................................................................................................................... 23 9.03 Repayment of Loan ....................i ....................................................................................................................... 23 9.04 Loan Terms and Conditions ............................................................................................................................... 23 X. AMENDMENT OR TERMINATION OF PLAN ........................................................................................................ 25 10.01 Termination .................................................................................................................................................... 25 10.02 Amendment .................................................................................................................................................... 25 10.03 Copies of Amendments ............................................................................................. 25 XI. TAX TREATMENT OF AMOUNTS CONTRIBUTED ............................................................................................ 25 XII. NON-ASSIGNABILITY ............................................................................................................................................ 25 12.01 Non-Assignability .......................................................................................................................................... 25 12.02 Qualified Domestic Relations Orders ............................................................................................................. 26 11/15/01 Model 457 Plan Document for Governmental Employers TABLE OF CONTENTS (Continued) SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN Page XIII. DISCLAIMER .......................................................................................................................................................... 27 XIV. EMPLOYER PARTICIPATION .............................................................................................................................. 27 XV. INTERPRETATION .................................................................................................................................................. 27 15.01 Governing Law .............................................................................................................................................. 27 15.02 § 457 .............................................................................................................................................................. 27 15.03 Word Usage ................................................................................................................................................... 27 15.04 Headings ........................................................................................................................................................ 27 15.05 Entire Agreement ........................................................................................................................................... 28 I 1/15/01 Model 457 Plan Document for Governmental Employers iii SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN I. INTRODUCTION In accordance with the provisions of § 457 of the Internal Revenue Code of 1986, as amended, the Employer named in the BenefitsCorp, Inc. Adoption Agreement for Section 457 Eligible Deferred Compensation Plan for Governmental Employers hereby establishes this Deferred Compensation Plan, hereinafter referred to as the "Plan." Nothing contained in this Plan shall be deemed to constitute an employment agreement between any Participant and Employer and nothing contained herein shall be deemed to give a Participant any right to be retained in the employ of Employer. II. DEFINITIONS 2.01 "Administrator" or "Plan Administrator"shall mean the person, persons or entity appointed by the Employer to administer the Plan pursuant to section 3.02, if any, but shall not include any company which issues policies, contracts, or investment media to the Plan in respect of a Participant. 2.02 "Age 50 or Older Catch-up"shall mean the deferred amount described in section 4.04. 2.03 "Beneficiary"shall mean the persons or entities designated by a Participant pursuant to section 4.01 (c). 2.04 "Code"shall mean the Internal Revenue Code of 1986, as amended, or any future United States internal revenue law. References herein to specific section numbers of the Code shall be deemed to include Treasury regulations and Internal Revenue Service guidance thereunder and to corresponding provisions of any future United States internal revenue law. 2.05 "Compensation"shall mean all payments made to an Employee by the Employer as remuneration for services rendered, including salaries, fees and, to the extent permitted by Treasury Regulations or other similar guidance, accrued vacation and sick leave pay. 2.06 "Custodial Account"shall mean the account established with a Custodian meeting the provisions of Code § 401 (f), if the Employer has elected to satisfy the trust requirement of Code § 457(g) by setting aside Plan assets in a custodial account. 2.07 "Custodian"shall mean the bank, trust company or other person authorized to hold the assets of such a custodial account in accordance with regulations issued by the Secretary of the Treasury pursuant to Code § 401(f) that is selected by the Employer to hold Plan assets if the Employer has elected to use a custodial account pursuant to Code § 457(g) and § 401(f). 2.08 "Deferred Compensation"shall mean the amount of CompensatiOn not yet earned which the Participant and the Employer mutually agree shall be deferred. 11/15/01 Model 457 Plan Document for Governmental Employers 2.09 "Employee"shall mean those individuals specified in the Adoption Agreement. 2.10 "Employer"shall mean the sponsor of the Plan as named in the Adoption Agreement. 2.11 "Includible Compensation"shall mean, for purposes of the limitation set forth in section 4.02, Compensation for services performed for the Employer as defined in Code § 457(e)(5). 2.12 "Limited Catch-up"shall mean the deferred amount described in section 4.03. 2.13 "Normal Retirement Age"shall mean age 70½, unless the Participant has elected an alternate Normal Retirement Age by written instrument delivered to the Administrator prior to Severance From Employment. A Participant's Normal Retirement Age determines the period during which a Participant may utilize the Limited Catch-up of section 4.03 of the Plan. Once a Participant has to any extent utilized the Limited Catch-up of section 4.03 of the Plan, his Normal Retirement Age may not be changed. A Participant's altemate Normal Retirement Age may not be earlier than the earliest date the Participant will become eligible to retire under the Employer's basic retirement plan without the Employer's consent and to receive immediate retirement benefits without actuarial or similar reduction because of early retirement, and may not be later than age 70½. If the Participant will not become eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's alternate Normal Retirement Age may not be earlier than age 50 and may not be later than age 70½. If a Participant continues to be employed by Employer after attaining age 70½, not having previously elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually severs employment with the Employer if the Employer has no mandatory retirement age. 2.14 "Participant"shall mean any Employee who becomes a Participant pursuant to section 4.01. Except for purposes of Articles IV, VIII, and IX, "Participant" shall include former Participants. The Administrator, if he or she is otherwise eligible, may participate in the Plan. 2.15 "Participation A~eement"shall mean the agreement entered into and filed by an Employee with the Employer pursuant to section 4.01, in which the Employee elects to become a Plan Participant. 2.16 "Plan Year"shall mean the calendar year. 2.17 "Qualified Domestic Relations Order" or "QDRO"shall have the meaning specified in section 12.02. 2.18 "Severance from Employment"shall mean severance of the Participant's employment with the Employer. A Participant shall be deemed to have severed his employment with the Employer for purposes of this Plan when both parties consider the employment relationship to have terminated and neither party anticipates any future employment of the Participant by the Employer. 11/15/01 Model 457 Plan Document for Governmental Employers In the case of a Participant who is an independent contractor, Severance from Employment shall be deemed to have occurred when the Participant's contract for services has completely expired and terminated, there is no foreseeable possibility that the Employer shall renew the contract or enter into a new contract for services to be performed by the Participant, and it is not anticipated that the Participant shall become an Employee of the Employer. 2.19 "Total Amount Deferred"shall mean, with respect to each Participant, the sum of all Compensation deferred under the Plan, plus income and minus loss thereon (including amounts determined with reference to life insurance policies) and less the amount of any expenses or distributions authorized by this Plan, calculated in accordance with section 6.04. 2.20 "Trust"shall mean the trust created under Article V of the Plan if the Employer or certain employees are named as Trustee(s) in the Adoption Agreement. "Trust" shall mean a trust created by a separate written agreement between the Employer and the Trustee if a bank or trust company is named as Trustee in the Adoption Agreement. The Trust shall consist of all Plan assets held by the Trustee named in the Adoption Agreement. 2.21 "Trustee"shall mean the Employer or such other person, persons or entity selected by the Employer who agrees to act as Trustee hereunder if elected in the Adoption Agreement. This term (except as used in Article V) also refers to the person holding the assets of any custodial account or holding any annuity contract described in section 5.01. 2.22 "Unforeseeable Emergency"shall mean severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code § 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as defined in Code § 457. Whether a hardship constitutes an Unforeseeable Emergency under section 7.04 shall be determined in the sole discretion of the Administrator. III. ADMINISTRATION 3.01 Administrator. The Employer shall be the Administrator unless another person or persons is appointed by the Employer in the Adoption Agreement as set forth in section 3.02. 3.02 Appointment and Termination of Administrator. An Administrator may be named in the Adoption Agreement by the Employer and may be a Participant. The Administrator shall remain in office at the will of the Employer and may be removed from office at any time by the Employer, with or without cause. Such removal shall be effective upon delivery of written notice to the Administrator or at such later time as may be designated in such notice; provided that any such notice of removal shall take effect no later than 60 days after the delivery thereof, unless such 60 day period shall be waived. The Administrator may resign at any time upon giving written notice to the Employer or at such later time as may be designated in the notice of resignation; provided that (a) any such notice of resignation shall take effect no later than 60 days after the delivery thereof, unless such 60 day period shall be waived and (b) upon such resignation or removal the Employer shall have the 11/15/01 Model 457 Plan Document for Governmental Employers power and the duty to designate and appoint a successor Administrator, and the actual appointment of a successor Administrator is a condition that must be fulfilled before the resignation or removal of the Administrator shall become effective. Upon appointment, the successor Administrator shall have all the rights, powers, privileges, liabilities and duties of the predecessor Administrator. The Administrator so resigned or removed shall take any and all action necessary to vest the rights, powers, privileges, liabilities and duties of the Administrator in the successor. 3.03 Duties of Plan Administrator. Subject to any applicable laws and any approvals required by the Employer, the Plan Administrator shall have full power and authority to adopt rules, regulations and procedures for the administration of the Plan, and to interpret, alter, amend, or revoke any rules, regulations or procedures so adopted. The Plan Administrator's duties shall include: (a) appointing the Plan's attorney, accountant, actuary, custodian or any other party needed to administer the Plan or the Plan assets; (b) directing the Trustee with respect to payments from the Plan assets held in Trust; (c) communicating with Employees regarding their participation and benefits under the Plan, including the administration of all claims procedures; (d) filing any returns and reports with the Internal Revenue Service or any other governmental agency; (e) reviewing and approving any financial reports, investment reviews, or other reports prepared by any party appointed under paragraph (a); (f) establishing a funding policy and investment objectives consistent with the purposes of the Plan; and (g) construing and resolving any question of Plan interpretation. The Plan Administrator's interpretation of Plan provisions including eligibility and benefits under the Plan is final. 3.04 Administrative Fees and Expenses. All reasonable costs, charges and expenses incurred by the Plan Administrator in connection with the administration of the Plan (including fees for legal services rendered to the Plan Administrator) may be paid by the Employer, but if not paid by the Employer when due, shall be paid from Plan assets. Such reasonable compensation to the Administrator as may be agreed upon from time to time between the Employer and Plan Administrator may be paid by the Employer, but if not paid by the Employer when due shall be paid from Plan assets. Notwithstanding the foregoing, no compensation other than reimbursement for expenses shall be paid to a Plan Administrator who is the Employer or a full-time Employee of the Employer. In the event any part of the assets in the Plan become subject to tax, all taxes incurred shall be paid from the Plan assets unless the Plan Administrator advises the Trustee not to pay such tax. 11/15/01 Model 457 Plan Document for Governmental Employers 3.05 Actions of Administrator. Every action taken by the Plan Administrator shall be presumed to be a fair and reasonable exercise of the authority vested in or the duties imposed upon him, her, or it. The Plan Administrator shall be deemed to have exercised reasonable care, diligence and prudence and to have acted impartially as to all persons interested, unless the contrary be proven by affirmative evidence. The Plan Administrator shall not be liable for amounts of Compensation deferred by Participants or for other amounts payable under the Plan. 3.06 Delegation. Subject to any applicable laws and any approvals required by the Employer, the Plan Administrator may delegate any or all of his, her or its powers and duties hereunder to another person, persons, or entity, and may pay reasonable compensation for such services as an administrative expense of the Plan, to the extent such compensation is not otherwise paid. 3.07 Investment and Service Providers.Any company which issues policies, contracts, or investment media to the Employer or in respect of a Participant is not a party to this Plan and such company shall have no responsibility, accountability, or liability to the Employer, the Administrator, any Participant, or any Beneficiary with regard to the operation or adequacy of this Plan, including any future amendments made thereto. IV. PARTICIPATION IN THE PLAN 4.01 (a) Enrollment in the Plan. An Employee may become a Participant by entering into a Participation Agreement. Compensation will be deferred for any payroll period if a Participation Agreement providing for such deferral is entered into by the Participant and approved by the Administrator before the beginning of such payroll period. With respect to a new Employee, Compensation shall be deferred for the payroll period during which a Participant first becomes an Employee if a Participation Agreement providing for such deferral is entered into by the Participant and approved by the Administrator before the first day on which the Participant becomes an Employee. Any prior employee who was a Participant in the Plan and is rehired by Employer may resume participation in the Plan by entering into a Participation Agreement. Unless distributions from the Plan have begun due to that prior Severance from Employment, however, any deferred commencement date elected by such employee with respect to those prior Plan assets shall be null and void. In entering into the Participation Agreement, the Participant elects to participate in this Plan and consents to the deferral by the Employer of the amount specified in the Participation Agreement from the Participant's gross compensation for each payroll period. Such deferral shall continue in effect until modified, disallowed or revoked in accordance with the terms of this Plan, or until the Participant ceases employment with the Employer. The Employer retains the right to establish minimum deferral amounts 11/15/01 Model 457 Plan Document for Governmental Employers per payroll period and to limit the number and/or timing of enrollments into the Plan in the Participation Agreement. (b) Notwithstanding section 4.01 (a), to the extent permitted by applicable law, the Administrator may establish procedures whereby each Employee becomes a Participant in the Plan and, as a term or condition of employment, elects to participate in the Plan and consents to the deferral by the Employer of a specified amount for any payroll period for which a Participation Agreement is not in effect. In the event such procedures are in place, a Participant may elect to defer a different amount of compensation per payroll period, including zero, by entering into a Participation Agreement. (c) Beneficiary. Each Participant may designate in the Participation Agreement or in any other manner authorized by the Administrator a Beneficiary or Beneficiaries to receive any amounts which may be distributed in the event of the death of the Participant prior to the complete distribution of benefits. A Participant may change the designation of Beneficiaries at any time by filing with the Administrator a written notice on a form approved by the Administrator. If no such designation is in effect on the Participant's death, or if the designated Beneficiary does not survive the Participant by 30 days, his Beneficiary shall be his surviving spouse, if any, and then his estate. 4.02 (a) Deferral Limitations. Except as provided in sections 4.03 and 4.04, the maximum that may be deferred under the Plan for any taxable year of a Participant shall not exceed the lesser of (1) the applicable dollar amount in effect for the year, as adjusted for the calendar year in accordance with Code § 457(e)(15), or (2) 100% of the Participant's Includible Compensation, each reduced by any amount specified in section 4.02(b) for that taxable year. (b) The deferral limitation shall be reduced by any amount excludable from the Participant's gross income attributable to elective deferrals to another eligible deferred compensation plan described in Code § 457(b). 4.03 Limited Catch-up. For one or more of the Participant's last three taxable years ending before the taxable year in which Normal Retirement Age under the Plan is attained, the maximum deferral shall be the lesser of: (a) twice the applicable dollar limit in effect under Code § 457(e)(15), reduced by any applicable amount specified in section 4.02(b) for that taxable year; or (b) the sum of: the limitations established for purposes of section 4.02 of the Plan, for such taxable year (determined without regard to this section 4.03), plus (2) so much of the limitation established under section 4.02 of the Plan or established in accordance with Code § 457(b)(2) and the regulations thereunder 11/15/01 Model 457 Plan Document for Governmental Employers under an eligible deferred compensation plan sponsored by an entity other than the Employer and located in the same state for prior taxable years (beginning after December 31, 1978 and during all or any portion of which the Participant was eligible to participate in this Plan) as has not theretofore been used under sections 4.02 or 4.03 hereof or under such other plan (taking into account the limitations under and participation in other eligible deferred compensation plans in accordance with the Code); provided, however, that this section 4.03 shall not apply with respect to any Participant who has previously utilized in whole or in part the limited catch-up under this Plan or under any other eligible deferred compensation plan (within the meaning of Code § 457). 4.04 Age 50 or Older Catch-up.A Participant who attains age 50 or older by the end of a Plan Year and who does not utilize the Limited Catch-up for such Plan Year may make a deferral in excess of the limitation specified in section 4.02, up to the amount specified in and subject to any other requirements under Code § 414(v). 4.05 Employer Modification of Deferral. The Employer or Administrator shall have the right to modify or disallow the periodic deferral of Compensation elected by the Participant: (a) in excess of the limitations stated in sections 4.02, 4.03 and 4.04; (b) in excess of the Participant's net Compensation for any payroll period; (c) upon any change in the length of payroll period utilized by Employer. In such case the periodic deferral shall be adjusted so that approximately the same percentage of pay shall be deferred on an annual basis; (d) in order to round periodic deferrals to the nearest whole dollar amount; (e) to reduce the future deferrals in the event that the amount actually deferred for any payroll period exceeds, for any reason whatsoever, the amount elected by the Participant. In the alternative, such amount of excess deferral may be refunded to the Participant. No adjustment in future deferrals shall be made if a periodic deferral is missed or is less than the amount elected, for any reason whatsoever; or (f) if the deferral elected for any payroll period is less than the minimum amount specified in section 4.01 (a); And to the extent permitted by and in accordance with the Code, the Employer or Administrator may distribute the amount of a Participant's deferral in excess of the distribution limitations stated in sections 4.02, 4.03 and 4.04 notwithstanding the limitations of Article VII; provided, however, that the Employer and the Administrator shall have no liability to any Participant or Beneficiary with respect to the exercise of, or the failure to exercise, the authority provided in this section 4.05. 11/15/01 Model 457 Plan Document for Governmental Employers 4.06 Participant Modification of Deferral.A Participant may modify the Participation Agreement at the times and in the manner authorized by the Administrator with respect to Compensation payable no earlier than the payroll period after such modification is entered into by the Participant and accepted by the Administrator. Notwithstanding the above, if a negative election procedure has been implemented pursuant to section 4.01 (b), a Participant may enter into or modify a Participation Agreement at any time to provide for no deferral. 4.07 Revocation. A Participant may at any time revoke the agreement to defer Compensation by filing a request for revocation to the Administrator in a manner approved by the Administrator. Such revocation will be effective for the payroll period following the Administrator's receipt of the revocation or as soon as administratively feasible thereafter. However, the Total Amount Deferred shall be distributed only as provided in Articles VI and VII and shall be subject to the terms and provisions of the affected investment option. A Participant's request for a distribution in the event of an Unforeseeable Emergency shall in addition be treated as a request for revocation of deferrals as of a date determined by the Administrator for the period of time determined under section 7.04. 4.08 Re-Enrollment. A Participant who revokes the Participation Agreement as set forth in section 4.07 above may again become a Participant at the times and in the manner authorized by the Administrator, by entering into a new Participation Agreement to defer Compensation payable no earlier than the payroll period after such new Participation Agreement is entered into entered into by the Participant and accepted by the Administrator. 4.09 Transfers and Rollovers Into the Plan. (a) Transfers to the Plan. If the Participant was formerly a Participant in an eligible deferred compensation plan maintained by another employer, and if such plan permits the direct transfer of the Participant's interest therein to the Plan, then the Plan shall accept assets representing the value of such interest; provided, however, that the Participant has separated from service with that prior employer and become an Employee of Employer. Such amounts shall be held, accounted for, administered and otherwise treated in the same manner as Compensation deferred by the Participant under this Plan except that such amounts shall not be considered Compensation deferred under the Plan in the taxable year of such transfer in determining the maximum deferral under section 4.02. The Employer may require such documentation from the predecessor plan as it deems necessary to confirm that such plan is an eligible deferred compensation plan within the meaning of Code § 457, and to assure that transfers are provided under such plan. The Employer may refuse to accept a transfer in the form of assets other than cash, unless Employer and the plan administrator agree to hold such other assets under the Plan. (b) Rollovers to Plan. If so specified in the Adoption Agreement, the Plan shall accept a rollover contribution on behalf of a Participant or Employee who may become a Participant. A rollover contribution for purposes of this subsection is an eligible rollover contribution (as defined in Code § 402(f)(2)) from any (i) plan qualified under Code § § 401 (a) or 403 (a); (ii) tax-sheltered annuity or custodial account described in 11/15/01 Model 457 Plan Document for Governmental Employers Code § 403(b); (iii) individual retirement account or annuity described in Code § 408; or (iv) eligible deferred compensation plan described in Code § 457(b) maintained by an eligible employer described in Code § 457(e)(1)(A). Prior to accepting any rollover contribution, the Administrator may require that the Participant or Employee establish that the amount to be rolled over to the Plan is a valid rollover within the meaning of the Code. A Participant's rollover contribution shall be held in a separate rollover account or accounts, as the Administrator shall determine from time to time. 4.10 Multiple Plans.In the case of a Participant who participates in more than one deferred compensation plan governed by Code § 457, the limitations set forth in sections 4.02, 4.03 and 4.04 · shall, to the extent required under the Code, apply to all such plans considered together. For purposes of sections 4.02, 4.03 and 4.04, Compensation deferred shall be taken into account at its value in the Plan Year in which deferred. 4.11 Qualified Military Service.Notwithstanding any provision of this Plan to the contrary, contributions and benefits w/th respect to qualified military service shall be provided in accordance with Code § 414(u). V. CREATION OF TRUST AND TRUST FUND 5.01 Custody of Plan Assets.All contributions under the Plan, all property and rights purchased with such amounts, and all income attributable to such amounts, property or rights shall be held for the exclusive benefit of Participants and their Beneficiaries. The trust requirement of Code § 457(g) shall be satisfied in the manner specified in the Adoption Agreement. Depending upon the choices made in the Adoption Agreement, Plan assets shall be set aside as follows: (a) If elected in Box C. 1 of the Adoption Agreement, Plan assets shall be set aside in trust pursuant to this Article V with the Employer or certain employees of (or holders of certain positions with) the Employer named as Trustee. The Trustee shall be named in the Adoption Agreement and shall accept such appointment by executing same. All contributions to the Plan shall be transferred to the Trust established under the Plan within a period that is not longer than is reasonable for the proper administration of the Accounts of Participants. (b) If elected in Box C. 2 of the Adoption Agreement, Plan assets will be set aside in trust pursuant to a separate written trust agreement entered into between the Employer and the bank or trust company named as Trustee. The bank or trust company named in the Adoption Agreement shall be the Trustee and shall accept such appointment by executing the same. Any Trust under the Plan shall be established pursuant to a written agreement that constitutes a valid trust under the law of the state where the Employer is located. All contributions to the Plan shall be transferred to a Trust established under 11/15/01 Model 457 Plan Document for Governmental Employers (c) (d) the Plan within a period that is not longer than is reasonable for the proper administration of the Accounts of Participants. If elected in Box C. 3 of the Adoption Agreement, Plan assets shall be set aside in one or more annuity contracts described in Code § 401 (f'). Notwithstanding any contrary provision of the Plan, including any annuity contract issued under the Plan, in accordance with Code § 457(g), all contributions to the Plan, all property and rights purchased with such amounts, and all income attributable to such amounts, property, or rights shall be held under one or more annuity contracts, as defined in Code § 401(g), issued by an insurance company qualified to do business in the state where the contract was issued, for the exclusive benefit of Participants and Beneficiaries under the Plan. For this purpose, the term "annuity contract" does not include a life, health or accident, property, casualty, or liability insurance contract. The owner of the annuity contract is the "deemed trustee" of the assets invested under the contract for purposes of Code § 401 (a). All contributions to the Plan shall be transferred to such annuity contract within a period that is not longer than is reasonable for the proper administration of the Accounts of Participants. If elected in Box C. 4 of the Adoption Agreement, Plan assets shall be set aside in one or more custodial accounts described in Code § 401(f). The bank, trust company or other person named in the Adoption Agreement shall be the Custodian and "deemed trustee" for purposes of Code § 457(g) and shall accept such appointment by executing the same. The Employer and Custodian shall enter into a separate written custody agreement. For purposes of this paragraph, the Custodian of any custodial account created pursuant to the Plan must be a bank, as described in Code § 408(n), or a person who meets the non-bank Trustee requirements of paragraphs (2)-(6) of section 1.408- 2(e) of the Income Tax Regulations relating to the use of non-bank Trustees. All contributions to the Plan shall be transferred to a custodial account described in Code § 401 (f) within a period that is not longer than is reasonable for the proper administration of the Accounts of Participants. 5.02 Establishment of Trust. If elected in Box C. 1 of the Adoption Agreement, the Employer or named Employees of Employer (or certain holders of positions with the Employer) shall serve as Trustee as evidenced by the Trustee's execution of the applicable page of the Adoption Agreement. In that event, a Trust is hereby created to hold all of the assets of the Plan for the exclusive benefit of Participants and Beneficiaries. The Trust shall consist of all contributions made under the Plan and the investment earnings thereon. All contributions and the'earnings thereon less payments made under the terms of the Plan, including fees and expenses, shall constitute the Trust. Except to the extent that the Employer enters into a separate written trust agreement with a bank or trust company Trustee, the assets in Trust shall be administered as provided in this document. If elected in Box C. 2 of the Adoption Agreement, the bank or trust company named in the Adoption Agreement shall serve as Trustee as evidenced by the Trustee's execution of the applicable page of the Adoption Agreement. In that event, a Trust shall be created to hold all of the assets of the Plan for the exclusive benefit of Participants and Beneficiaries pursuant to a separate written trust 11/15/01 Model 457 Plan Document for Governmental Employers 10 instrument between the Employer and the Trustee setting out the Trustee's duties, rights, responsibilities, fees and expenses, the division of duties and indemnification; the provisions of this Article V shall not apply. The Trust shall consist of all contributions made under the Plan which are held by the Trustee. 5.03 Appointment and Termination of Trustee.A Trustee may be named by the Employer and may be a Participant. The Trustee shall remain in office at the will of the Employer and may be removed from office at any time by the Employer, with or without cause. Such removal shall be effective upon delivery of written notice to the Trustee or at such later time as may be designated in such notice; provided that any such notice of removal shall take effect no sooner than 30 days and no later than 60 days after the delivery thereof, unless such 30 or 60 day period shall be waived. The Trustee may resign at any time upon giving written notice to the Employer or at such later time as may be designated in the notice of resignation; provided that (a) any such notice of resignation shall take effect no sooner than 30 days and no later than 60 days after the delivery thereof, unless such 30 day or 60 day period shall be waived and (b) upon such resignation or removal the Employer shall have the power and the duty to designate and appoint a successor Trustee, and the actual appointment of a successor Trustee is a condition that must be fulfilled before the resignation or removal of the Trustee shall become effective. Upon appointment, the successor Trustee shall have all the rights, powers, privileges, liabilities and duties of the predecessor Trustee. The Trustee so resigned or removed shall take any and all action necessary to vest the rights, powers, privileges, liabilities and duties of the Administrator in his, her or its successor. 5.04 Acceptance.By signing the Adoption Agreement the Trustee accepts the Trust created under the Plan and agrees to perform the obligations imposed. 5.05 Control of Plan Assets.The assets of the Trust or evidence of ownership shall be held by the Trustee, under the terms of the Plan and under either this Article V or under the separate written trust agreement with a bank or trust company. If the assets represent amounts transferred from a former plan, the Trustee shall not be responsible for the propriety of any investment under the former plan. 5.06 General Duties of the Trustee.The Employer or named individuals in the employ of the Employer named as Trustee(s) in the Adoption Agreement shall be responsible for the administration of investments held in the Plan. The Trustee's duties shall include: (a) receiving contributions under the terms of the Plan; (b) making distributions from Plan assets held in Trust in accordance with written instructions received from an authorized representative of the Employer; (c) keeping accurate records reflecting its administration of the Trust assets and making such records available to the Employer for review and audit. Within 90 days after each Plan Year, and within 90 days after its removal or resignation, the Trustee shall file with the Employer an accounting of its administration of the Trust assets during 11/15/01 Model 457 Plan Document for Governmental Employers 11 such year or from the end of the preceding Plan Year to the date of removal or resignation. Such accounting shall include a statement of cash receipts and disbursements since the date of its last accounting and shall contain an asset list showing the fair market value of investments held in the Trust as of the end of the Plan Year; The value of marketable investments shall be determined using the most recent price quoted on a national securities exchange or over the counter market. The value of non-marketable investments shall be determined in the sole judgment of the Trustee which determination shall be binding and conclusive. The value of investments in securities or obligations of the Employer in which there is no market shall be determined in the sole judgment of the Employer and the Trustee shall have no responsibility with respect to the valuation of such assets. The Employer shall review the Trustee's accounting and notify the Trustee in the event of its disapproval of the report within 90 days, providing the Trustee with a written description of the items in question. The Trustee shall have 60 days to provide the Employer with a written explanation of the items in question; and (d) employing such agents, attorneys or other professionals as the Trustee may deem necessary or advisable in the performance of its duties. The Trustee's duties shall be limited to those described above. The Employer shall be responsible for any other administrative duties required under the Plan or by applicable law. 5.07 Investment Powers of the Trustee.The Trustee shall implement an investment program based on the Employer's investment objectives. If either the Employer or the Employee fails to issue investment directions as provided in sections 6.01 and 6.02, the Trustee shall have authority to invest the Trust assets in its sole discretion. In addition to powers given by law, the Trustee may: (a) invest the Trust assets in any form of property, including common and preferred stocks, exchange and trade put and call options, bonds, money market instruments, mutual funds (including Trust assets for which the Trustee or its affiliates serve as investment advisor), Treasury bills, deposits at reasonable rates of interest at banking institutions including but not limited to savings accounts and certificates of deposit, and other forms of securities or investment of any kind, class, or character whatsoever, or in any other property, real or personal, having a ready market; (b) invest and reinvest all or any part of the Trust assets in any insurance policies or other contracts with insurance companies including but not limited to individual or group annuity, deposit administration, and guaranteed interest contracts. Such contracts shall be held in the name of the Trustee; (c) transfer any assets of the Trust to any group or common, collective or commingled fund that is maintained by a bank or other institution that is established to permit the 11/15/01 Model 457 Plan Document for Governmental Employers 12 (d) (e) (0 (g) (h) (i) pooling of Trust assets of separate Trusts so long as such Trust assets are available to § 457 plans; hold cash uninvested and deposit same with any banking or savings institution at reasonable interest; join in or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties, including those in which it is interested as a Trustee, upon such terms as it deems wise; hold investments in nominee or bearer form; to vote or refrain from voting any stocks, bonds, or other securities held in the Trust, to exercise any other right appurtenant to any securities or other property held in the Trust, to vote or refrain from voting proxies; exercise all ownership rights with respect to assets held in the Trust; and do any and all other acts that may be deemed necessary in the performance of the Trustee's duties hereunder. 5.08 Trustee Fees and Expenses.All reasonable costs, charges and expenses incurred by the Trustee in connection with the administration of the Trust assets (including fees for legal services rendered to the Trustee) may be paid by the Employer, but if not paid by the Employer when due, shall be paid from the Trust. Such reasonable compensation to a bank or trust company Trustee as may be agreed upon from time to time between the Employer and the Trustee may be paid by the Employer, but if not paid by the Employer when due shall be paid by the Trust. The Trustee shall have the right to liquidate Trust assets to cover its fees. Notwithstanding the foregoing, no compensation other than reimbursement for expenses shall be paid to a Trustee who is the Employer or a full-time Employee of the Employer. In the event any part of the Trust assets become subject to tax, all taxes incurred shall be paid from the Trust unless the Plan Administrator advises the Trustee not to pay such tax. 5.09 Exclusive Benefit Rules.No part of the Trust assets shall be used for, or diverted to, purposes other than for the exclusive benefit of Participants, former Participants with a interest in the Plan, and the Beneficiary or Beneficiaries of a deceased Participant having an interest in the Trust assets at the death of the Participant. 5.10 Trustee Actions. Every action taken by the Trustee shall be presumed to be a fair and reasonable exercise of the authority vested in or the duties imposed upon him, her, or it. The Trustee shall be deemed to have exercised reasonable care, diligence and prudence and to have acted impartially as to all persons interested, unless the contrary be proven by affirmative evidence. The Trustee shall not be liable for amounts of Compensation deferred by Participants or for other amounts payable under the Plan. 11/15/01 Model 457 Plan Document for Governmental Employers 13 5.11 Delegation. Subject to any applicable laws and any approvals required by the Employer, the Trustee may delegate any or all powers and duties hereunder to another person, persons, or entity, and may pay reasonable compensation for such services as an administrative expense of the Plan, to the extent such compensation is not otherwise paid. 5.12 (a) Division of Duties and Indemnification. The Trustee shall have the authority and discretion to manage and govern the Trust assets to the extent provided in this instrument, but does not guarantee the Trust in any manner against investment loss or depreciation in asset value, or guarantee the adequacy of the Trust assets to meet and discharge all or any liabilities of the Plan. (b) The Trustee shall not be liable for the making, retention or sale of any investment or reinvestment made by it, as herein provided, or for any loss to, or diminution of the Trust assets or for any other loss or damage which may result from the discharge of its duties hereunder except to the extent it is judicially determined that the Trustee has failed to exercise the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims. (c) The Employer warrants that all directions issued to the Trustee by it or the Plan Administrator shall be in accordance with the terms of the Plan and not contrary to the provisions of the Code. (d) The Trustee shall not be answerable for any action taken pursuant to any direction, consent, certificate, or other paper or document on the belief that the same is genuine and signed by the proper person. All directions by the Employer or the Plan Administrator shall be in writing from the authorized individual or individuals named in the Adoption Agreement. (e) The duties and obligations of the Trustee shall be limited to those expressly imposed upon it by this instrument or subsequently agreed upon by the parties. Responsibility for administrative duties required under the Plan or applicable law not expressly imposed upon or agreed to by the Trustee shall rest solely with the Employer. (t) The Trustee shall be indemnified and held harmless by the Employer from and against any and all liability to which the Trustee may be subjected, including all expenses reasonably incurred in its defense, for any action or failure to act resulting from compliance with the instructions of the Employer, the employees or agents of the Employer, the Plan Administrator, or any other fiduciary to the Plan, and for any liability arising from the actions or inactions of any predecessor Trustee, custodian or other fiduciaries of the Plan. (g) The Trustee shall not be responsible in any way for the application of any payments it is directed to make or for the adequacy of the Trust assets to meet and discharge any and all liabilities under the Plan. 11/15/01 Model 457 Plan Document for Governmental Employers 14 VI. INVESTMENTS 6.01 Investment Options. The Employer have the sole discretion to select one or more investment options from which Participants may instruct the Trustee as to the investment of their Account balances. These investment options may include specified life insurance policies, annuity contracts, or investment media issued by an insurance company. It shall be the sole responsibility of the Employer to ensure that all investment options offered under the Plan are appropriate and in compliance with any and all state laws pertaining to such investments. 6.02 Participant Investment Direction. If the Employer chooses to designate one or more investment options in which Participants may direct investment of their Account, Participants shall have the option to direct the investment of their Account from among the investment options designated by the Employer. Such investment options shall be under the full control of the Trustee. A Participant's right to direct the investment of Account balances shall apply only to making selections among the options made available under the Plan and only to the extent specified by the Employer pursuant to uniform roles. (a) Each Participant shall designate on the form prescribed by the Administrator the one or more investment options in which he or she wishes to have his Account invested and may change such investment directions in accordance with and at the time or times specified under uniform rules established by the Administrator. The Participant's Account shall be debited or credited as appropriate to reflect all gains or losses on such investments. (b) Neither the Employer, the Administrator, the Trustee nor any other person shall be liable for any loss incurred by virtue of following the Participant's directions or by reason of any reasonable administrative delay in implementing such directions. (c) The Employer may from time to time change the investment options made available under the Plan pursuant to uniform rules established by the Administrator. If the Employer eliminates an investment option, all Participants who had chosen that investment option shall select another option. If no new option is selected by the Participant, money remaining in the eliminated investment option shall be reinvested at the direction of the Employer. The Participants shall have no right to require the Employer to select or retain any investment option. Any change with respect to investment options made by the Employer or a Participant, however, shall be subject to the terms and conditions (including any roles or procedural requirements) of the affected investment options. 6.03 Employer Investment Direction. (a) To the extent the Employer chooses not to allow Participant direction of the investment of his or her Account, the Employer shall have the right to direct the Trustee with respect to investments of the Trust assets, may appoint an investment manager to direct investments or may give the Trustee sole investment management responsibility. Any investment directive shall be made in writing by the Employer or investment manager. 11/15/01 Model 457 Plan Document for Governmental Employers 15 Such instructions regarding the delegation of investment responsibility shall remain in force until revoked or amended in writing. The Trustee shall not be responsible for the propriety of any investment made at the direction of the Employer 'or an investment manager and shall not be required to consult with or advise the Employer regarding the investment quality of any directed investment held hereunder. In the absence of such written directive, the Trustee shall automatically invest the available cash in its discretion in an appropriate interim investment until specific investment directions are received. (b) If the Employer fails to direct the investment of Trust assets or name an investment manager, the Trustee shall have full investment authority. 6.04 Participant Accounts. The Administrator shall maintain or cause to be maintained one or more individual accounts for each Participant. Such accounts shall include separate accounts, as necessary, for Code § 457 Deferred Compensation, Code § 457 rollovers, IRA rollovers, other qualified plan and Code § 403(b) plan rollovers, and such other accounts as may be appropriate from time-to-time for plan administration. At regular intervals established by the Administrator, each Participant's account(s) shall be credited with the amount of any Deferred Compensation paid into the Trust; debited with any applicable administrative or investment expense, including, but not limited to, fees charged to Participants, allocated on a reasonable and consistent basis; credited or debited with investment gain or loss, as appropriate; and debited with the amount of any distribution. At least once a year each Participant shall be notified in writing of his Total Amount Deferred. 6.05 Distributions from the Trust. The payment of benefits from the Trust in accordance with the terms of the Plan may be made by the Trustee, or by any custodian or other person so authorized by the Employer to make such distribution. Neither the Plan Administrator, the Trustee nor any other person shall be liable with respect to any distribution from the Trust made at the direction of the Employer or a person authorized by the Employer to give disbursement direction. VII. DISTRIBUTIONS 7.01 Conditions for Distributions.(a) ~ 457 Deferred Compensation. Payments from a Participant's § 457 Deferred Compensation account to the Participant or Beneficiary shall not be made earlier than: (1) (2) the Participant's Severance from Employment or death; the Participant's account meets all of the requirements for an in-service de minimis distribution pursuant to section 7.03; 11/15/01 Model 457 Plan Document for Governmental Employers 16 (b) 7.02 (b) 7.03 (a) (b) (3) the Participant incurs an approved Unforeseeable Emergency pursuant to section 7.04; (4) the Participant transfers an amount to a defined benefit governmental plan pursuant to section 7.03(c); or (5) The calendar year in which the Participant attains age 70 1/2. Rollovers. Payments from a Participant's rollover account(s) may be made at any time. Severance from Employment. (a) Subject to section 7.02(b), distributions to a Participant shall commence following his or her Severance from Employment, on the regular distribution commencement date (as the Employer or Administrator may establish from time-to-time) elected by the Participant, in a form and manner determined pursuant to sections 7.06, 7.07 and 7.08. Upon notice to Participants, and subject to sections 7.08(b), 7.10(b) and 7.11, the Administrator may establish procedures under which a Participant whose total § 457 Deferred Compensation account balance is less than an amount specified by the Administrator (not in excess of $5,000 or other applicable limit under the Code) will receive a lump sum distribution on the first regular distribution commencement date (as the Employer or Administrator may establish from time-to-time) following the Participant's Severance from Employment, notwithstanding any election made by the Participant pursuant to section 7.02(a). In-Service Distributions and Transfers. Voluntary In-Service Distribution of De Minimis Accounts. A Participant who is an active Employee shall receive a distribution of the total amount payable to the Participant under the Plan if the following requirements are met: (1) the portion of the total amount payable to the Participant under the Plan does not exceed an amount specified from time to time by the Administrator (not in excess of $5,000 or other applicable limit under the Code); (2) the Participant has not previously received an in-service distribution of the total amount payable to the Participant under the Plan; (3) no amount has been deferred under the Plan with respect to the Participant during the two-year period ending on the date of the in-service distribution; and (4) the Participant elects to receive the distribution. Involuntary In-Service Distribution of De Minimis Accounts. 11/15/01 Model 457 Plan Document for Governmental Employers 17 (c) Upon notice to Participants, and subject to section 7.11, the Administrator may establish procedures under which the Plan shall distribute the total amount payable under the Plan to a Participant who is an active Employee if the following requirements are met: (1) the portion of the total amount payable to the Participant under the Plan does not exceed an amount specified from time to time by the Administrator (not in excess of $5,000 or other applicable limit under the Code); (2) the Participant has not previously received an in-service distribution of the total amount payable to the Participant under the Plan; and (3) no amount has been deferred under the Plan with respect to the Participant during the two-year period ending on the date of the in-service distribution. Transfer for Purchase of Defmed Benefit Plan Service Credit. If a Participant is also a Participant in a defined benefit governmental plan (as defined in Code § 414(d)), such Participant may request the Plan Administrator to transfer amounts from his or her account for (i) the purchase of permissive service credit (as defined in Code § 415(n)(3)(A)) under such plan, or (ii) a repayment to which Code § 415 does not apply by reason of Code § 415(k)(3). Such transfer requests shall be granted in the sole discretion of the Plan Administrator, and if granted, shall be made directly to the defined benefit governmental plan. 7.04 Unforeseeable Emergencies.If the Plan Administrator has determined that a Participant has incurred a genuine Unforeseeable Emergency and that no other resources of financial relief are available, the Plan Administrator may grant, in its sole discretion, a Participant's request for a payment from the Participant's § 457 Deferred Compensation account. Any payment made under this provision shall be in a lump sum. (a) The Plan Administrator shall have the right to request and review all pertinent information necessary to assure that hardship withdrawal requests are consistent with the provisions of Code § 457. (b) In no event, however, shall an Unforeseeable Emergency distribution be made if such hardship may be relieved: (1) through reimbursement or compensation by insurance or otherwise; (2) by liquidation of the Participant's assets, to the extent the liquidation of the Participant's assets would not itself cause a severe financial hardship; or (3) by cessation of deferrals under this Plan; or 11/15/01 Model 457 Plan Document for Governmental Employers 18 (c) (d) (e) (4) if allowed, by taking out a loan under this Plan, provided that the repayment of such loan does not itself cause financial hardship The amount of any financial hardship benefit shall not exceed the lesser off (1) the amount reasonably necessary, as determined by the Plan Administrator, to satisfy the hardship; or (2) the amount of the Participant's account. The Employer or Administrator may suspend the Participant's salary deferral election during the pendency of the Participant's request for a financial hardship distribution. Payment of a financial hardship distribution shall result in mandatory suspension of deferrals for a minimum of six (6) months from the date of payment (or such other period as mandated in Treasury Regulations). Except to the extent authorized in Treasury Regulations the following events are not considered unforeseeable emergencies under the Plan: (1) (2) (3) (4) (5) (6) (7) (8) loss. enrollment of a child in college; purchase of a house; purchase or repair of an automobile; repayment of loans; payment of income taxes, back taxes, or fines associated with back taxes; unpaid expenses including rent, utility bills, mortgage payments, or medical bills; marital separation or divorce; or bankruptcy except when resulting directly and solely from illness or casualty 7.05 (a) Death Benefits. Upon the Participant's death, the Participant's remaining account balance(s) will be distributed to the Beneficiary commencing after the Administrator receives satisfactory proof of the Participant's death (or on the first regular distribution commencement date thereafter as the Employer or Administrator may establish from time-to-time), 11/15/01 Model 457 Plan Document for Governmental Employers 19 unless prior to such date the Beneficiary elects a deferred commencement date, in a form and manner determined pursuant to sections 7.06, 7.07 and 7.08. (b) If there are two or more Beneficiaries, the provisions of this section and section 7.08 shall be applied to each Beneficiary separately with respect to each Beneficiary's share in the Participant's account. (c) If the Beneficiary dies after beginning to receive benefits but before the entire account balance has been distributed, the remaining account balance shall be paid to the estate of the Beneficiary in a lump sum. (d) Under no circumstances shall the Employer or the Plan be liable to the Beneficiar-y for the amount of any payment made in the name of the Participant before the Administrator receives satisfactory proof of the Participant's death. 7.06 Payment Options.A payee's election ora payment option must be made at least thirty (30) days prior to the date that the payment of benefits is to commence. If a timely election of a payment option is not made, benefits shall be paid in accordance with section 7.07. Subject to applicable law and the other provisions of this Plan, distributions may be made in accordance with one of the following payment options. (a) A single lump-sum payment; (b) Installment payments for a period of years (payable on a monthly, quarterly, semi- annual, or annual basis) which extends no longer than the life expectancy of the Participant or Beneficiary as permitted under Code § 401 (a)(9); (c) Partial lump-sum payment of a designated amount, with the balance payable in installment payments for a period of years, as described in subsection (b); (d) (e) Annuity payments (payable on a monthly, quarterly, or annual basis) for the lifetime of the Participant or for the lifetimes of the Participant and Beneficiary in compliance with Code § 401(a)(9); or Such other forms of installment payments as may be approved by the Employer consistent with the requirements of Code § 401 (a)(9). 7.07 Default Distribution Option. In the absence of an effective election by the Participant, Beneficiary or other payee, as applicable, as to the commencement and/or form of benefits, distributions shall be made in accordance with the applicable requirements of Code § § 401 (a)(9) and 457(d), and proposed or final Treasury Regulations thereunder. 7.08 Limitations on Distribution Options.Notwithstanding any other provision of this Article VII, Plan distributions shall satisfy the requirements of this section 7.08. 11/15/01 Model 457 Plan Document for Governmental Employers 20 (a) No distribution option may be selected by a payee under this Article VII unless it satisfies the applicable requirements of Code §§ 401(a)(9) and 457(d), and proposed or final Treasury Regulations thereunder. (b) For mandatory distributions, if any, made on or after the effective date of and subject to final Treasury Regulations under Code § 401 (a)(31), payment of an account balance that exceeds $1,000 but is less than $5,000 (or other applicable limit under the Code) and for which the Participant has not made an election to receive in cash or to rollover to a qualified retirement plan shall, to the extent required by and in accordance with such regulations, be rolled over to an account set up for the benefit of the Participant with the IRA provider designated from time-to-time by the Employer or Administrator. (c) The terms of this Article shall be construed in accordance with all applicable Code sections. 7.09 Transfers from the Plan. If a Participant separates from service prior to his or her required beginning date, and becomes a Participant in an eligible deferred compensation plan of another governmental employer, and provided that payments under this Plan have not begun, such Participant may request a transfer of his or her account to the eligible deferred compensation plan of the other governmental employer. Requests for transfers must be made to the Plan Administrator and shall be granted in the sole discretion of the Plan Administrator. If an amount is to be transferred pursuant to this provision, the Plan Administrator shall transfer such amount directly.to the eligible deferred compensation plan of the other employer. Amounts transferred to another eligible deferred compensation plan shall be treated as distributed from this Plan and this Plan shall have no further responsibility to the Participant or any Beneficiary with respect to the amount transferred. 7.10 Taxation of Distributions. To the extent required by law, income and other taxes shall be withheld from each benefit payment and payments shall be reported to the appropriate governmental agency or agencies. 7.11 Eligible Rollover Distributions. (a) General. 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 Employer, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (b) Definitions. For purposes of this section, the following definitions shall apply. (1) Eligible Rollover Distribution. An eligible rollover distribution is 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; any distribution 11/15/01 Model 457 Plan Document for Governmental Employers 21 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 often years or more; any distribution to the extent such distribution is required under Code § 401(a)(9); any distribution that is a deemed distribution under the provisions of Code § 72(p); the portion of any distribution that is not includable in gross income; and any hardship distribution or distribution on account of unforeseeable emergency. (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) that accepts the distributee's eligible rollover distribution, a qualified trust described in Code § 401(a) (including § 401(k))that accepts the distributee's eligible rollover distribution, a tax-sheltered annuity described in Code § 403(b) that accepts the distributee's eligible rollover distribution, or another eligible deferred compensation plan described in Code § 457(b) that accepts the distributee's eligible rollover distribution. (3) Distributee. A distributee includes an Employee or former Employee, 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 under a Qualified Domestic Relations Order, as defined in Code § 414(p), 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. 7.12 Elections. Elections under this Article shall be made in such form and manner as the Plan Administrator may specify from time to time. To the extent permitted by and in accordance with the Code, any irrevocable elections as to the form or timing of distributions executed prior to January 1, 2002, are hereby revoked. 7.13 Practices and Procedures.The Employer may adopt practices and procedures applicable to existing and new distribution elections. VIII. LEAVE OF ABSENCE 8.01 Paid Leave of Absence.Ifa Participant is on an approved leave of absence from the Employer with Compensation, or on approved leave of absence without Compensation that does not constitute a Severance from Employment, which under the Employer's current practices is generally a 11/15/01 Model 457 Plan Document for Governmental Employers 22 leave of absence without Compensation for a period of one year or less, said Participant's participation in the Plan may continue. 8.02 Unpaid Leave of Absence.If a Participant is on an approved leave of absence without Compensation and such leave of absence continues to such an extent that it becomes a Severance from Employment, said Participant shall have separated from service with the Employer for purposes of this Plan. Upon termination of leave without pay and return to active status, the Participant may enter into a new Participation Agreement to be effective when permitted by section 4.01. IX. PARTICIPANT LOANS 9.01 Authorization of Loans.If so specified in the Adoption Agreement, the Administrator may direct the Trustee to make loans to Participants on or after the effective date of Treasury Regulations or other guidance under Code § 457 and to the ex.tent allowable under and in accordance with Code § 457. Such loans shall be made on the application of the Participant in a form approved by the Administrator and on such terms and conditions as are set forth in this Article, provided, however, that the Administrator may adopt regulations, rules or procedures specifying different loan terms and conditions if necessary or desirable to comply with or conform to such Treasury Regulations or other guidance and other applicable law. 9.02 Maximum Loan Amount. In no event shall any loan made to a Participant be in an amount which shall cause the outstanding aggregate balance of all loans made to such Participant under this Plan exceed the lesser of: (a) $50,000, reduced by the excess (if any) of: (i) the highest outstanding balance of loans from the Plan to the Participant during the one-year period ending on the day before the date on which the loan is made; over (ii) the outstanding balance of loans from the Plan to the Participant or the Beneficiary on the date on which the loan is made; or (b) One-half of the Participant's Total Amount Deferred. 9.03 Repayment of Loan. Each loan shall mature and be payable, in full and with interest, within five (5) years from the date such loan is made, unless (a) The loan is used to acquire any dwelling unit that within a reasonable time (determined at the time the loan is made) will be used as the principal residence of the Participant; or (b) Loan repayments are, at the Employer's election, suspended as permitted by Code § 414(u)(4) (with respect to qualified military service). 9.04 Loan Terms and Conditions. In addition to such rules and regulations as the Administrator may adopt, which rules are hereby incorporated into this Plan by reference, all loans to Participants shall comply with the following terms and conditions: 11/15/01 Model 457 Plan Document for Governmental Employers 23 (a) (b) (c) (d) (e) (f) (g) Loans shall be available to all Participants on a reasonably equivalent basis. Loans shall bear interest at a reasonable rate to be fixed by the Administrator based on interest rates currently being charged by commercial lenders for similar loans. The Administrator shall not discriminate among Participants in the matter of interest rates, but loans granted at different times may bear different interest rates based on prevailing rates at the time. Each loan shall be made against collateral, including the assignment of no more than one-half of the present value of the Participant's Total Amount Deferred as security for the aggregate amount of all loans made to such Participant, supported by the Participant's collateral promissory note for the amount of the loan, including interest. Loan repayments must be made by payroll deduction. In all events, payments of principal and interest must be made at least quarterly and such payments shall be sufficient to amortize the principal and interest payable pursuant to the loan on a substantially level basis. A loan to a Participant or Beneficiary shall be considered a directed investment option for such Participant's account balance. No distribution shall be made to any Participant, or to a Beneficiary of any such Participant, unless and until all unpaid loans, including accrued interest thereon, have been satisfied. If a Participant terminates employment with the Employer for any reason, the outstanding balance of all loans made to him shall become fully payable and, if not paid within thirty days, any unpaid balance shall be deducted from any benefit payable to the Participant or his Beneficiary. In the event of default in repayment of a loan or the bankruptcy of a Participant who has received a loan, the note will become immediately due and payable, foreclosure on the note and attachment of security will occur, the amount of the outstanding balance of the loan will be treated as a distribution to the Participant, and the defaulting Participant's Accumulated Deferrals shall be reduced by the amount of the outstanding balance of the loan (or so much thereof as may be treated as a distribution without violating Code requirements). The loan program under the Plan shall be administered by the Administrator in a uniform and nondiscriminatory manner. The Administrator shall establish procedures for loans, including procedures for applying for loans, guidelines governing the basis on which loans shall be approved, procedures for determining the appropriate interest rate, the types of collateral which shall be accepted as security, any limitations on the types and amount of loans offered, loan fees and the events which shall constitute default and actions to be taken to collect loans in default. 11/15/01 Model 457 Plan Document for Governmental Employers 24 X. AMENDMENT OR TERMINATION OF PLAN 10.01 Termination. The Employer may at any time terminate this Plan; provided, however, that no termination shall affect the mount of benefits, which at the time of such termination shall have accrued for Participants or Beneficiaries. Such accrued benefit shall include any Compensation deferred before the time of the termination and income thereon accrued to the date of the termination. Such amount shall be calculated in accordance with section 6.02(b) and the terms and conditions of the affected investment option. Upon su6h termination, each Participant in the Plan shall be deemed to have revoked his agreement to defer future Compensation as provided in section 4.06 as of the date of such termination and section 4.01 (b) shall no longer be in effect. Each Participant's full Compensation on a nondeferred basis shall be restored. 10.02 Amendment. The Employer may also amend the provisions of this Plan at any time; provided, however, that no amendment shall affect the amount of benefits which at the time of such amendment shall have accrued for Participants or Beneficiaries, to the extent of and Compensation deferred before the time of the amendment and income thereon accrued to the date of the amendment, calculated in accordance with section 6.03 and the terms and conditions of the investment options hereunder; and provided further, that no amendment shall affect the duties and responsibilities of the Trustee unless executed by the Trustee. To the extent permitted by applicable law, the Employer delegates to the Administrator the authority to adopt rules, regulations or procedures from time to time as may be necessary or desirable to conform Plan provisions to, or to elaborate Plan provisions in light of, technical amendments to the Code, Treasury regulations or other guidance issued under the Code, and such rules, regulations or procedures are hereby ratified by the Employer as having the force and effect of Plan amendments. 10.03 Copies of Amendments. The Administrator shall provide a copy of any Plan amendment to any Trustee or custodian and to the issuers of any investment options selected pursuant to section 6.01. XI. TAX TREATMENT OF AMOUNTS CONTRIBUTED It is intended that pursuant to Code § 457, the amount of Deferred Compensation shall not be considered current compensation for purposes of federal income taxation. This rule shall also apply to state income taxation unless applicable state laws provide otherwise. Such amounts shall, however, be included as compensation to the extent required under the Federal Insurance Contributions Act (FICA). Payments under this Plan shall supplement retirement and death benefits payable under the Employer's group insurance and retirement plans, if any. XII. NON-ASSIGNABILITY 12.01 Non-Assignability. It is agreed that neither the Participant, nor any Beneficiary, nor any other designee shall have any right to commute, sell, assign, transfer, or otherwise convey the right to 11/15/01 Model 457 Plan Document for Governmental Employers 25 receive any payments hereunder, which payments and right thereto are expressly declared to be non-assignable and non-transferable; and in the event of attempt to assign or transfer, the Employer shall have no further liability hereunder, nor shall any unpaid amounts be subject to attachment, garnishment or execution, or be transferable by operation of law in event of bankruptcy, insolvency, except to the extent otherwise required by law. 12.02 Qualified Domestic Relations Orders.If so specified in the Adoption Agreement, domestic relations orders approved by the Plan Administrator shall be administered as follows. (a) To the extent required under a final judgment, decree, or order meeting the requirements of Code § 414(p), herein referred to as a Qualified Domestic Relations Order ("QDRO"), which is duly filed upon the Employer, any portion of a Participant's account may be paid or set aside for payment to a spouse, former spouse, or a child of the Participant. Where necessary to carry out the terms of such a QDRO, a separate account shall be established with respect to the spouse, former spouse, or child, and such person shall be entitled to make investment selections with respect thereto in the same manner as the Participant. All costs and charges incurred in carrying out the investment selection shall be deducted from the account created for the spouse, former spouse, or child making the investment selection. Any amounts so set aside for a spouse, former spouse or a child shall be paid out in a lump sum at the earliest date that benefits may be paid to the Participant, unless the QDRO directs a different form of payment or different payment date. Withholding and income tax reporting shall be done with respect to the alternate payee under the terms of the Code as amended from time to time. (b) The Employer's liability to pay benefits to a Participant shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse, former spouse or child pursuant to this section. No amount shall be paid or set aside unless the Employer, or its agents or assigns, has been provided with satisfactory evidence releasing them from any further claim by the Participant with respect to these amounts. The Participant shall be deemed to have released the Employer from any claim with respect to such amounts in any case in which the Employer has been notified of or otherwise joined in a proceeding relating to a QDRO which sets aside a portion of the Participant's account for a spouse, former spouse or child, and the Participant fails to obtain an order of the court in the proceeding relieving the Employer from the obligation to comply with the QDRO. (c) The Employer shall not be obligated to comply with any judgment, decree or order which attempts to require the Plan to violate any Plan provision or any provision of Code § 457. Neither the Employer nor its agents or assigns shall be obligated to defend against or set aside any judgment, decree, or order described herein or any legal order relating to the division of a Participant' s benefits under the Plan unless the full expense of such legal action is borne by the Participant. In the event that the Participant's action (or inaction) nonetheless causes the Employer, its agents or assigns 11/15/01 Model 457 Plan Document for Governmental Employers 26 to incur such expense, the amount of the expense may be charged against the Participant's account and thereby reduce Employer's obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce, separation, or child support, the Employer, its agents and assigns shall be authorized to disclose information relating to Participant's individual account to the Participant's spouse, former spouse or child (including the legal representatives of the spouse, former spouse or child), or to a court. XIII. DISCLAIMER The Employer and the Administrator make no endorsement, guarantee or any other representation and shall not be liable to the Plan or to any Participant, Beneficiary, or any other person with respect to (a) the financial soundness, investment performance, fitness, or suitability (for meeting a Participant's objectives, future obligations under the Plan, or any other purpose) of any investment option offered pursuant to section 6.01 or any investment vehicle in which amounts deferred under the Plan are actually invested, or (b) the tax consequences of the Plan to any Participant, Beneficiary or any other person. XIV. EMPLOYER PARTICIPATION Notwithstanding any other provisions of this Plan, the Employer may add to the amounts payable to any Participant under the Plan additional Deferred Compensation for services to be rendered by the Participant to the Employer during a payroll period, provided such additional Compensation deferred, when added to all other Compensation deferred under the Plan, does not exceed the maximum deferral permitted by Article IV. XV. INTERPRETATION 15.01 Governing Law. This Plan shall be construed under the laws of the state in which the Employer's headquarters is located. 15.02 § 457.This Plan is intended to be an eligible deferred compensation plan within the meaning of Code § 457, and shall be interpreted so as to be consistent with such section and all regulations promulgated thereunder. 15.03 Word Usage.Words used herein in the singular shall include the plural and the plural the singular where applicable, and one gender shall include the other genders where appropriate. 15.04 Headings. The headings of articles, sections or other subdivisions hereof are included solely for convenience of reference, and if there is any conflict between such headings and the text of the Plan, the text shall control. 11/15/01 Model 457 Plan Document for Governmental Employers 27 15.05 Entire Agreement. This Plan, the executed Adoption Agreement and any properly adopted amendment thereof, shall constitute the total agreement or contract between the Employer and the Participant regarding the Plan. No oral statement regarding the Plan may be relied upon by the Participant. This Plan and any properly adopted amendment, shall be binding on the parties hereto and their respective heirs, administrators, Trustees, successors, and assigns and on all designated Beneficiaries of the Participant. 11/15/01 Model 457 Plan Document for Governmental Employers 28 ADOPTION AGREEMENT BENEFITSCORP, INC. SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN FOR GOVERNMENTAL EMPLOYERS 11-01 457 Adoption Agreement for Governmental Employers BENEFITSCORP, INC. SECTION 457 ELIGIBLE DEFERRED COMPENSATION PLAN FOR GOVERNMENTAL EMPLOYERS The Employer named below hereby establishes (or, as applicable, amends and restates) a Deferred Compensation Plan for eligible Employees as provided in this Adoption Agreement and the accompanying BenefitsCorp Section 457 Eligible Deferred Compensation Plan document. A. EMPLOYER INFORMATION. 1. EMPLOYER'S NAME AND ADDRESS: City of South San Francisco P.O. Box 711, South San Francisco, CA 94083 400 Grand Avenue, South San Francisco, CA 94080 2. TELEPHONE NUMBER: (650) 377-8522 3. TAX ID NUMBER: 94-6000435 4. NAME OF PLAN:City of South San Francisco Deferred Compensation Plan & Trust 5. NAME OF PLAN ADMINISTRATOR (the Employer unless another person(s) is appointed as set forth in section 3.02 of the Plan): City of South San Francisco B. EFFECTIVE DATE. [ ] 2. Ix] (Check box 1 OR box 2 and fill in the blank(s).) This is a new Plan having an effective date of This is an amended and restated Plan. dune t5, 1977 The effective date of the original Plan was The effective date of the amended and restated Plan is ,lamJary 1 11-01 457 Adoption Agreement for Governmental Employers C. CUSTODY OF ASSETS. (Check each box that applies.) Internal Revenue Code ("Code") § 457(g) shall be satisfied by setting aside plan assets for the exclusive benefit of participants and beneficiaries, as follows: [ ] in a trust pursuant to the'provisions of Article V of the Plan. The Employer, or certain employees (or holders of certain positions with Employer) as named on page 6 of this Adoption Agreement shall be the Trustee. [ ] in a trust pursuant to a separate written trust agreement entered into between the Employer and the bank or trust company named on page 5 of this Adoption Agreement. 3. [ x] in one or more annuity contracts meeting the requirements of Code § 401(f). [ ] in a custodial account meeting the requirements of Code § 401 (f), pursuant to a separate written agreement with the Custodian named on page 4 of this Adoption Agreement. D. ELIGIBLE EMPLOYEES. (Check each box that applies.) "Employee" shall mean: 1. [ x] any full-time employee working 32 or more hours per week 2. [ x] any permanent part-time employee working fewer than 40 hours per week 3. [ ] any seasonal, temporary or similar part-time employee 4. [ x] any elected or appointed official 5. [ ] any independent contractor who performs services for and receives any type of compensation from the Employer (or any agency, department, subdivision or instrumentality of the Employer) for whom services are rendered. If Box D.4 is not checked, elected or appointed officials will not be treated as Employees and will not be eligible to participate in the Plan, without regard to whether they are treated as common-law employees or independent contractors for other purposes. The following are the additional requirements or limitations, if any, for one or more of the specified class(es) of employees to be eligible to participate in the Plan: 11-01 457 Adoption Agreement for Governmental Employers E. FICA REPLACEMENT ("3121") PLAN. Check the applicable box(es) if this Plan is a retirement system providing FICA replacement retirement benefits pursuant to regulations under Code § 3121 (b)(7)(F) for [ ] full time employees and/or [ ] part-time employees, and complete the following. (Check each box that applies.) [ ] The Employer shall make an annual contribution to each Participant's account equal to __ percent of such Participant's Compensation. 2. [ ] Each Participant is required to make an annual contribution of__ percent of Compensation. (Note: The total percentage of l and 2 must equal at least 7.5%.) In the event that this Plan is a retirement system providing FICA replacement retirement benefits as described above, all references to Unforeseeable Emergency distributions in the plan document shall be null and void. F. ROLLOVERS. (Check each box that applies.) 1. [x ] Rollovers from eligible Code §§ 457(b) plans SHALL BE allowed. [x ] Rollovers from plans qualified under Code §§ 401(a), 403(a) and 403(b) SHALL BE allowed. [x ] Rollovers from Individual Retirement Accounts and Annuities described in Code §§ 408(a) and (b) SHALL BE allowed. G. PARTICIPANT LOANS. (Check Box 1 OR Box 2.) [ ] The Administrator MAY direct the Trustee to make Participant loans in accordance with Article 9 of the Plan. [x ] The Administrator MAY NOT direct the Trustee to make Participant loans in accordance with Article 9 of the Plan. H. QUALIFIED DOMESTIC RELATIONS ORDERS. (Check Box 1 OR Box 2.) [ x ] The Plan SHALL accept qualified domestic relations orders as provided in section 12.02 of the Plan. [ ] The Plan SHALL NOT accept qualified domestic relations orders as provided in section 12.02 of the Plan. 11-01 457 Adoption Agreement for Governmental Employers This Plan and Adoption Agreement are duly executed on behalf of the Employer. EMPLOYER'S AUTHORIZED SIGNORS: By: Title: Date: By: Title: Date: 11-01 457 Adoption Agreement for Governmental Employers CUSTODIAN [Complete this section only if box C.4. on page 2 was checked.] Employer has elected to meet the trust requirement of Code § 457(g) by setting plan assets aside for the exclusive benefit of participants and beneficiaries in a custodial account meeting the requirements of Code § 401 (f). The bank or trust company custodian named below shall be the "deemed trustee" of plan assets held pursuant to the custodial agreement. A. Effective , the following named bank or trust company is hereby appointed as custodian of all or a portion of the assets of the Employer's § 457 Deferred Compensation Plan: B. INDIVIDUAL(S) AUTHORIZED TO ISSUE INSTRUCTIONS TO CUSTODIAN/TRUSTEE: This appointment is duly signed on behalf of the Employer and the Custodian. EMPLOYER [Signature] [Title] [Date] CUSTODIAN [Signature] [Title] [Date] 11-01 457 Adoption Agreement for Governmental Employers TRUSTEE A. Effective January 1, 2002 , the following is hereby appointed as trustee for and accepts the trust created by the Employer's § 457 Deferred Compensation Plan: 1. Complete this section A. 1. only if box C. 1. on page 2 was checked. [x ] The Employer or [ ] The following named employees: Complete this section A. 2. only if box C. 2. on page 2 was checked. [ ] The following named bank or trust company: B. NAME(S) OF EMPLOYEE(S) AUTHORIZED TO ISSUE INSTRUCTIONS TO TRUSTEE: This Trustee appointment is duly signed on behalf of the Employer and the Trustee. EMPLOYER TRUSTEE [Signature] [Signature] [Title] [Title] [Date] [Date] TRUSTEE TRUSTEE [Signature] [Signature] [Title] [Title] [Date] [Date] 11-01 457 Adoption Agreement for Governmental Employers { Staff Report DATE: TO: FROM: SUBJECT: January 08, 2003 The Honorable Mayor and City Council Director of Pubhc Works PROMENADE SUBDIVISION - ACCEPTANCE OF PUBLIC IMPROVEMENTS RECOMMENDATION: It is recommended that the City Council adopt a resolution accepting for maintenafice the various City owned public improvements constructed pursuant to the Promenade Subdivision Improvement Agreement between the City and Greystone Homes, Inc., dated May 1, 1998. BACKGROUND/DISCUSSION: On May 13, 1998, in connection with the approval of the Promenade subdivision final map, the City Council adopted Resolution No. 61-98 approving the public improvement agreement for the development. This agreement provided for the construction of the various public streets, utilities and other improvements and infrastructure by the subdivider, Greystone Homes, Inc., needed to accommodate the 179 homes within the Promenade subdivision. The work also included the construction of a new sidewalk along the E1 Camino Real property frontage extending to the Winston Manor shopping center. These improvements have been inspected by the City staff and found to be constructed in accordance with the approved plans and specifications. In accordance with Section 15 of the public improvement agreement, the subdivider has filed a $520,200 maintenance bond to guarantee the public improvements for a period of one year. Director of Public Works Approved bY:~A.~W~its cn~ City Manager ATTACHMENTS: Resolution Location Map RH/JG/ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ACCEPTING VARIOUS PUBLIC IMPROVEMENTS CONSTRUCTED PURSUANT TO THE PROMENADE SUBDIVISION IMPROVEMENT AGREEMENT BETWEEN THE CITY AND GREYSTONE HOMES, INC. WHEREAS, in accordance with Section 15 of the public improvement agreement, the subdivider has filed a $520,200 maintenance bond to guarantee the public improvements for a period of one year. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts various public improvements constructed pursuant to the Promenade Subdivision Improvement Agreement between the City and Crreystone Homes, Inc. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of ., 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk FSfile cabinet\old. Resol2_00\l-8-03promenade.accept.of. imp.res.doc PROMENADE: DRIVE o ~ ~ m o z ~ ~ ~ 0 LOCATION A/lAP PF~OMENADE SUBDIVISION SCALE; I ~ = 400 ~ DATE: TO: FROM: SUBJECT: January 08, 2003 The Honorable Mayor and City Council Director of Public Works ALTERATIONS TO FIRE STATION 64 PROJECT NO. 51-13232-9920 (PB-00-9), BID NO. 2315 RECOMMENDATION: It is recommended that the City Council, by motion, accept the Alterations to Fire Station 64 project as complete in accordance with the plans and specifications. BACKGROUND: This project seismically upgraded Fire Station 64. The kitchen and day room were remodeled and the shower room was rebuilt due to dry rot and mold. Future Capital Improvement Program (CIP) projects will provide separate facilities for men and women, upgrade of existing toilet areas, and provide a separate bio-hazard area. The project has been inspected by City staff and is complete in accordance with the plans and specifications. Acceptance of the projec, t will provide authorization for staff to file a Notice of Completion and to release the payment performance bond and ten percent retention at the end of the thirty day lien period. FUNDING: Funds have been set aside in the 2001-02 CIP to cover the costs for design, construction and construction management by the City. Project was budgeted for $375,000.00. The following is a summary of the project cost: Design and Administration Construction Construction Management TOTAL Director of Public Works $ 60,000.00 $281,543.99 $ 24,000.00 $365,543.99 Approved: ~//-~/~/~ff~ Michael A. Wilson City Manager FK/JG/ed StaffReport DATE: TO: FROM: SUBJECT: January 08, 2003 The Honorable Mayor and City Council Director of Public Works TRANSPORTATION DEVELOPMENT ACT, ARTICLE 3 FUNDING APPROVAL OF PROJECTS - AND AUTHORIZATION OF THE SUBMITTALS OF CLAIMS RECOMMENDATION: It is recommended that the City Council adopt a resolution approvin~ the request to the Metropolitan Transportation Commission (MTC) by the City of South San Francisco for the allocation of Transportation Development Act (TDA) Article 3 Pedestrian and Bicycle Project funding for Fiscal Year 2003-2004; declaring it is eligible to request an allocation of TDA Article 3 funds pursuant to Section 99234 of the Public Utilities Code; declaring that there is no pending or threatened litigation that might adversely affect the project described in Attachment B to this resolution, or that might impair the ability of the City of South San Francisco to carry out the project; and that a certified copy of this resolution and its attachments and any accompanying supporting materials shall be forwarded to the Congestion Management Agency, Countywide Transportation Planning Agency, or County Association of Governments as the case may be of San Mateo County for submission to MTC as part of the countywide coordinated TDA Article 3 claim. B ACKGROUND/DIS CUS SION: Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorized the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists. The Metropolitan Transportation Commission (MTC), as the Regional Transportation Planning Agency for the San Francisco Bay region, has adopted MTC Resolution No. 875, revised entitled "Transportation Development Act, Article 3, Pedestrian/Bicycle Projects," which delineates procedures and criteria for submission of requests for the allocation of "TDA Article 3" funding. MTC Resolution No. 875, revised requires that requests for the allocation of "TDA Article 3" funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region. Staff Report To~ Re: Date: The Honorable Mayor and City Council Transportation Development Act, Article 3 Funding Approval of Projects - and Authorization of the Submittals of Claims January 08, 2003 Page: 2 of 2 The City of South San Francisco desires to submit a request to MTC for the allocation of TDA Article 3 funds to support the projects described in Attachment B to this resolution, which are for the exclusive benefit and/or use of pedestrians and/or bicyclists. Applications must be submitted to the City/County Association of Governments of San Mateo County by January 24, 2003 for the FY 2003-2004 TDA funding cycle. The City/County Association of Governments of San Mateo County Bikeways and Pedestrian Advisory Committee will review and prioritize the applications received. Staff is requesting the following project be approved for submission: · Orange Avenue Pedestrian/Bikeway Improvement This project will construct improvements to the Orange Avenue crosswalk at Memorial Drive. Planned features include an in-ground lighted cross walk and surface improvements. Staff is working on obtaining letters of support for the project. Project photographs will be included with the application. The completed project will be maintained by City forces. Although there is no required local match for the grant funds, some local funding improves the probability of funding. Thus, local funding totaling $50,000 will be provided by Proposition 12 - Safe Neighborhood Parks, Clean Water, Clean Air and Coastal Protection Bond Act of 2000. No General Fund dollars will be utilized on this project. John Gi bs Director~0f Public Works Appr~ ~ael A. Wilson Manager ATTACHMENTS: DC/JG/ed Resolution Application - TDA Article 3 Attachment A - Request to the MTC for the allocation of FY 2003-04 TDA Article 3 - Pedestrian/Bicycle Project Funding: Findings Attachment B - TDA Article 3 Project Application Form RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING APPLICATION TO THE METROPOLITAN TRANSPORTATION COMMISSION FOR ALLOCATION OF FISCAL YEAR 2003-2004 TRANSPORTATION DEVELOPMENT ACT ARTICLE 3. PEDESTRIAN/BICYCLE PROJECT FUNDING INCLUDING SUBMITTAL OF REQUIRED DOCUMENTS AND MAKING FINDINGS RELATED THERETO WHEREAS, Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists; and WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No. 875, Revised, entitled "Transportation Development Act, Article 3, Pedestrian/Bicycle Projects," which delineates procedures and criteria for submission of requests for the allocation of "TDA Article 3 funds; and WHEREAS, MTC Resolution No. 875, Revised requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim containing the required documents; and WHEREAS, the City of South San Francisco desires to submit a request to MTC for the allocation of TDA Article 3 funds to support the projects described in Attachment A to this resolution, which are for the excusive benefit and/or use of the pedestrians and/or bicyclists. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that there is no pending or threatened litigation that might adversely affect the project(s) described in Attachment A to this resolution, or that might impair the ability of the City of South San Francisco to carry out the project. BE IT FURTHER RESOLVED that a certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, as part of the countywide coordinated TDA Article 3 claim. 10. That the project(s) described in Attachment A are ready to commence implementation during the fiscal year of the requested allocation; and 11. That the City of South San Francisco agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment A, for the benefit of and use by the public. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of ., 2003 by the following vote: AYES: NOES' ABSTAIN: ABSENT: ATTEST: City Clerk C:kDOCUME~ 1 \kimberly'tLO CALS - 1 \Temp\ 1-8 -03 TDMfmal.res. doc Transportation Development Act Article 3 Application.for Orange Avenue Intersection Improvements prepared by the City of South San Francisco December 20, 2002 Parks, Recreation and Maintenance Department City of South San Francisco C/CAG BICYCLE AND PEDESTRIAN ADVISORY COMMITTEE TDA ARTICLE 3 APPLICATION FOR FISCAL YEAR 2003-04 Agency: South San Francisco Parks, Recreation, and Maintenance Services Department Funds Requested: $100,000 Project Description: The intersection of Orange Ave. and Memorial Dr. is currently highly congested at times due to the adjacent Elementary School and Boys and Girls Club needs for parent drop off and pick up of children. During these times, crossing of the street is very unsafe due to visibility issues cased from parked cars and the curvature of the roadway. This safety concern will only intensify when the proposed BART bicycle trail becomes a reality. The proposed project would provide for a safer bicycle and pedestrian crossing at the intersection of West Orange Avenue and Memorial Drive. By creating sidewalk bulb-outs at the crossing, pedestrians and bicyclists will be more visible to traffic. Children will no longer have to run out from behind parked cars into traffic to cross the street. Visibility will be further enhanced with a highly visible colored concrete crosswalk and associated flashing in-ground LED lights. The lighting would be activated with a push button timer. PROJECT SCREENING a. CALTRANS Standards Explain how the project meets CALTRANS Standards. All applicable Caltrans bikeway design standards will be met. The provisions for curb ramps, highly visible crosswalks, warning signs, and pedestrian activated LED lights directly respond to Caltrans Class I bikeway intersection guidelines. b. CEQA approval? Yes No Date of approval Note: CEQA document must be submitted with the application. STATE OF READINESS ao Make sure that the project proposal is complete and contains all required documentation. The more complete the application will result in a higher project score. bo Right-of-Way certification required? Y-es No N/A Comments: Area of improvements is completely within City owned street right-of-way. Permits/Agreements required? Y-es No N/A List all permits and/or agreements approved/obtained to date: Document Date approved/obtained N/A N/A Comments: __ N/A do Comment on the status of design of the project, and indicate the percentage of design completed. The City has completed an extensive community outreach and master planning process from which the City's preferred alignment of the BART bikeway was developed, key intersection improvements recommended (including Orange Ave.), and preliminary cost estimates completed. The conceptual designs of the proposed Orange Avenue intersection improvements are 100% complete. This master plan is slated for City Council approval in early February. Awarding of the grant would allow construction documents to be prepared within six months of award followed immediately with construction. COMMUNITY SUPPORT Listed as "priority project" in the C/CAG Comprehensive Bicycle Route Plan or a recognized pedestrian plan. Yes No Plan C/CAG Comprehensive Bicycle Route Plan/BART SFO Bikeway Page 109 b. Local approval by bicycle/pedestrian (BPAC) organization? Yes No 0~ Comment on level of support. Attach approval documentation and show composition of relevant committee. The SSF Bicycle Advisory Committee, comprised of members of the Planning and Engineering Departments, reviewed and approved the inclusion of the SFO BART Linear Park in the City's 1999 General Plan Update, and reviewed and approved the Orange Avenue Intersection Improvements on December :5, 2002. In addition, this project was developed in large part through a series of community workshops. Participants in these workshops have overwhelmingly supported the project and upgrades at critical intersections over the entire length of the BART bikeway. c. Funds requested: $100,000 Local match to be provided: $50,000 Local match percentage = Local match provided Funds requested $50,000/$100,000 = 500/0 MEETS PROGRAM OBJECTIVES a. Does the project eliminate or mitigate the effects from an identified problem? Yes No Explain: The Orange Avenue intersection, at Memorial Drive, is currently an unsafe crossing for the many children at the adjacent Elementary School and the Boys and Girls Club facility. The large number of parked cars during school peak hours, combined with the curvature in the roadway, make it very difficult for motorists to see crossing children, creating a very unsafe crossing for pedestrians and bicyclists from the future BART bicycle path. The proposed improvements would greatly increase the visibility of pedestrians and the crosswalk itself in turn greatly increasing the safety of the crossing. b.1 .Bicycles: b.2.Pedestrians: Does the project provide access to bicycle or pedestrian facilities in high use activity centers? Yes No Explain: The Orange Avenue intersection improvements will greatly enhance the access to the BART bikeway project when constructed (slated for 200:5/2004). By providing a safe crossing between bikeway segments and highlighting the bikeway entrance, the intersection improvements will attract new users to the bikeway as well as retain and expand usership. This is an especially critical intersection due to the adjacent elementary school and Boys and Girls Club attracting large numbers of children to the area. c. Is commute use improved by the project? Yes No Explain: When the BART bikeway is completed it will successfully link commuters and communities with the Colma, South San Francisco, San Bruno, and Millbrae BART stations though a continuous non-motorized transportation route for bicyclists and pedestrians. The safer and more direct that route is, will increase commuter use. The proposed improvements to the Orange Avenue intersection will greatly increase the safety of a difficult crossing without redirecting the bikeway minimizing crossing times. What is the relationship of the project to more significant bicycle or pedestrian routes? Explain: The intersection improvements are directly related to the planed BART bikeway project as described above. The improvements will also increase access to and from the Orange Avenue bike route noted in the C/CAG Bicycle Transportation map. From the Orange Avenue and BART bike routes many other designated bike paths/routes will be connected throughout the City. (see attached context map). e. The project is consistent with or included in the following: 1. County or City facilities plan - Yes 2. Circulation element of general plan - Yes 3. C/CAG Comprehensive Bicycle Route Plan - Yes Plan City of South San Francisco Park, Recreation, and Open Space Master Plan Update Page 23 Plan General Plan -Transportation Element Page 160 Plan C/CAG Comprehensive Bicycle Route Plan Page 109 Plan South San Francisco BART Transit Village Plan Page 50 Comment on the level of local support: The recently completed master plan, which included alignment review of the BART bikeway and the SSF Linear Park component (including Orange Avenue intersection), was developed in large part through a series of community workshops. Participants in these workshops have overwhelmingly supported the project and upgrades at critical intersections. Note: A resolution of support from the relevant jurisdiction is to be submitted with the application. SAFETY How is safety improved because of the project? Explain: Current site conditions and use of the area prohibit safe street crossing at this location. The proposed project would create a much safer crossing for children and for future recreational/commuter bicyclists along the BART bikeway. By creating sidewalk bulb-outs at the crossing, pedestrians and bicyclists will be more visible to on coming traffic. Children will no longer have to run out from behind parked cars into traffic to cross the street. Visibility will be further enhanced with a highly visible colored concrete crosswalk and associated flashing in-ground LED lights. The lighting would be activated with a push button timer. Pacifica Daly Cl~y -- F. xisli.g Bike Lane -- I:ulurc Bike I,a,e I~ike Rome Cohna SSF BART Orange Avenue Intersection Improvements · ----- l~cisH,g Bike Pmh .... Future Bike Pad~ ./'/"\.. \. Linear Park f : Rd TERSTATE ]~ Ave ' 4: TRANSPORTATION Figure 4-3 Bicycle Facilities Site Photos East across Orange Avenue 10/15/01 South along Orange Avenue 10/3/02 Southwest across Orange Avenue 10/3/02 South along Orange Avenue ! O/3/O2 North along Orange Avenue 11/22/02 North across Memorial Drive 11/22/02 PROJEC'[ LIMI'TS I:1 prepared for the City of South San Francisco Estimate of Probable Construction CostsI SSF BART Linear Park Concept Plan prepared on: 12/19/02 prepared by: SR/BF Item # Description --z Unit Cost ,~m ~ o[a~ ~ul3total A Project Start up 1. Mobilization Allow 1% $931.80 $931.80 2. Bonding Allow 1.5% $1,397.70 $1,397.70 3. Traffic control Allow 1% $931.80 $931.80 4. Staking Allow 1% $931.80 $931.80 B Demolition $4,190.00 1. Sawcut 260 LF $3.00 $780.00 2. !Clearing and grubbing 370 SF $0.25 $92.50 3. AC paving 2,000 SF $2.50 $5,000.00 4. Concrete sidewalk 1,300 SF $2.50 $3,250.00 5. Curb and gutter 22(3 LF $8.00 $1,760.00 6. Miscellaneous removals Allow LS $3,000.00 $3,000.00 C Electrical $13,880.00 1. In-ground LED lights, striping, signage and Allow LS $30,000.00 $30,000.00 ~oint of connection 2. Pathway lights 2 EA $2,500.00 $5,000.00 D Site Construction $35,000.00 1. AC paving 720 SF $3.00 $2,160.00 2. Crosswalk paving 800 SF $20.00 $16,000.00 3. Concrete accent paving 1,260 SF $11.00 $13,860.00 4. Curb and gutter 155 LF $25.00 $3,875.00 5. i Curb ramps 4 EA $500.00 $2,000.00 6. I Striping Allow LS $300.00 $300.00 7. I Utility and signage adjustments Allow LS $2,500.00 $2,500.00 E Site Furnishings $40,700.00 1 Benches 3 EA $1,200.00 $3,600.00 $3,600.00 F Subtotal $97,370.00 G Contingencies 1. Design period Allow! 10% $9,737.00 $9,737.00 2. Construction period Allow 10% $9,737.00 $9,737.00 $19,470.00 H Total of Construction $116,840.00 I Professional Services 1. Topographic survey {supplemental to BART) Allow LS $5,000.00 $5,000.00 2.~Design development Allow 3% $3,505.20 $3,505.20 3.1Construction documents Allow 15% $17,526.00 $17,526.00 Callander Associates Landscape Architecture, Inc. 01038CEOrangeAvenueIntersectionl2.19-02.xls © copyrighted 2002 Callander Associates Landscape Architecture, Inc. Page ! of 2 prepared for the City of South San Francisco Estimate of Probable Construction CostsI SSF BART Linear Park Concept Plan prepared on: 12/19/02 prepared by: SR/BF Item # Description --z Unit Cost Item Tot,=, 4. Bidding and construction administration Allow 5% $5,842.00 $5,842.00 $31,870.00 J Total Estimated Cost of Project $148,710.00 Based on drawing entitled "Project Limits Diagram - TDA Article 3" dated 12/17/02. The above items, amounts, quantities, and related information are based on CA 's judgment at this level of document preparation and is offered only as reference data. CA has no control over construction quantities, costs and related factors affecting costs, and advises the client that significant variation may occur between this estimate of probable construction costs and actual construction prices. Callander Associates Landscape Architecture, Inc. 01038CEOrangeAvenueIntersectionl2-19-02.xls © copyrighted 2002 Callander Associates Landscape Architecture, Inc. Page 2 of 2 ATTACHMENT A TO RESOLUTION NO. Re: Submittal of Countywide Coordinated Claim to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 2003-2004 Article 3 Pedestrian/Bicycle Project Funds to the City of South San Francisco in the County of San Mateo Prioritized List of Projects Short Title Description of Project TDA Article 3 Amount Total Project Cost 1. Orange Avenue Intersection Improvement $100,000 $150,000 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12 Totals $100,000 $150,000 S :\Current Reso's\l-8-03attachmentA.part2.doc 13 page Fiscal Year of this Claim: 2 0 0 3 - 2 0 0 4 Contact person: Dennis Chuck, .Senior Civil E-Mail Address: dennis, chuck@ ssf. net Resolution No. Attachment B of TDA Article 3 Project Application Form Ap01icant: City of South San Francisco Engineer Tele0h0ne: (650) 829-6663 Secondary Contact(in eventlDrimary not available) q~racv Scramaglia, Assistant Civil Engineer E-MailAddress:tracy.scramaglia@ssf.net Teleoh0ne: (650) 829-6667 ShodTitle DescriDti0n ofProiect: Oranqe Avenue Intersecton Improvements Amount 0f claim: $100,000 Functional Description of Project: Provide a safer ,bicycle and pedestrian crossing at the intersection of West Orange Avenue and Memorial Drive by creating sidewal~ PulP-outs at the crossing, by pr~vid4ng a highly visible colored concrete crosswalk with flashing in-ground Financial Plan:LED lights activating by a push button timer. ki~t the project elements for which TDA funding is being requested (e.g., planning, environmental, engineering, right-of-way, construction, construction management, contingency). Use the table below to show the project budget Include pdor and proposed future funding of the project. If the project is a segment of a larger project, include prior and proposed funding sources for the other segments (make certain the use of the currently requested funding is made clear in the "Project Elements" section below, and include any other clarifying information on the next page). Pr0iectElements: F.n~ineering, Construction, Construction Management, Contingency Funding Source I All Prior FYs I Application FY I Next FY t Following FYs { Totals TDAArticle3 $ 100,000 $ 100,000 list all other sources: 'i~ii~!!! ii~i;?!!~?.;~ ~; ,~. :i i:',:,. ;:,!~ :):: .~;::.!?~ii!~ii :,,.?ii;;;;ii::iiii , !i~,iii~i~i~!i!i=,i:i~i!=.i¢ :i ~;::~' ~ :;~i~: ;',:i · · '..~. ~,~...~.~,:_ 1. Local match 50,000 50.000 2.(Prop 12 FunEs) 3. 4. Totals $ 150,000 $ 150,000 Project Eligibility: YES?/NO? A. Has the project been approved by the claimant's governing body? (if"NO,' on the next page provide the approximate date approval is anticipated). Ye s B. Has this project previously received TDA Article 3 funding? If'YES,' provide an explanation on the next page. No C. For "bikeways," does the project meet Caltrans minimum safety design criteda pursuant to Chapter 1000 of the California Highway Design Manual? (Available on the internet at: .http:llwww.dot.ca.eov/ho/oDDdlhdmlchapterslt1001.htm). Ye s D. Has the project been reviewed by a Bicycle Advisory Committee? (If"NO," provide an explanation on the next page). Yes E. Has the public availability of the environmental compliance documentation for the project (pursuant to CECA) been evidenced by the dated stamping of the document by the county clerk or county recorder?. (If"NO" provide and explanation Y e s on the next page; and note that MTC cannot allocate funds to a project which lacks environmental clearance). F. Will the project be completed within the three fiscal year time pedod (including the fiscal year of funding) after which the allocation expires? Enter the anticipated completion date of project (month and year) 0 6 / 2 0 0 4 Ye s G. Have provisions been made by the claimant to maintain the project or facility, or has the claimant arranged for such maintenance by another agency? (if an agency other than the Claimant is to maintain the facility provide its name: Yes N/A page l{esolution No. Attachment B of TDA Article 3 Project Application Form Explanatory Comments Page Sho~ Title DescriptionofProiect: Orange Avenue Inters~_c.t.~ on Tmprnvamonfq Enter explanatory comments below, as required due to certain "YES" or "NO" answers to items "A" through "G" on the Project Application Form, or to provide information that will not fit on the application form, or to provide information that will cladfy any potential confusion conceming the scope, cost or schedule of the project. DATE: TO: FROM: SUBJECT: January 8, 2002 Honorable Mayor and City Council Jennifer A. Bower, Director of Human Resources Resolution of Intention to Adopt a VEBA (Voluntary Employee Beneficiary Association) For Use by Employees After Retirement to Pay Healthcare Expenses. RECOMMENDATION Whereas, it is prudent to establish an investment policy for the assets set forth in the VEBA Plan, adopt the California Government VEBA Trust for the benefit of Executive Management and Mid-Management employees wishing to participate through Compensation Plans and/or Memorandums of Understanding and authorize the City Manager to take such steps as are necessary to adopt the Trust. BACKGROUND/DISCUS SION A long-standing policy of the City of South San Francisco has been to allow its retirees to continue to participate in health care programs (medical, dental, and vision care) for themselves and their eligible dependents after retirement at their own expense. At the time this policy of allowing employees to participate in health care programs after retirement was adopted, health care costs were relatively inexpensive. This is no longer tree. Health care coverage, specifically medical insurance, and the cost of medical services have increased dramatically and are expected to increase substantially in the coming years. The employee (retiree) typically pays these costs with after-tax dollars from their pension benefits. Currently the medical insurance premium cost for a spouse can cost up to $340 per month. A Voluntary Employees Beneficiary Association (VEBA) Trust allows employees to accumulate earnings on a pre-tax basis during their working years to pay for post-retirement benefits as allowed under the Internal Revenue Code and as defmed by the Plan Document (e.g., medical, dental and vision care). Health care payments made from a VEBA Trust are tax-exempt to the employee (retiree). The California Government VEBA Trust is a master trust that has been established and maintained by California cities. The terms of the Trust require that all contributions and expenses must be paid from employee funds or investment earnings, so no City expense will be incurred. Staff Report Subject: Resolution to Adopt a VEBA Trust Page 2 INVESTMENT POLICY To protect the plan's assets, it is further recommended that the City Council establish the following investment policy for the VEBA Plan: 1. Plan assets shall be invested in accordance with Section 53216 (a), (b) and (c) of the California Government Code, as they now exist or may be amended, in a prudent manner with the trust fund assets treated as those of a pension trust: 2. Investment contracts shall be limited to those that provide a guarantee of principal, and must be issued by an insurance company with a minimum rating of"A" from Standard or Poors (or similar rating agency). The Trust Administrator shall advise the City at any time that the insurance company rating drops below an "A" rating. 3. Any change to this investment policy shall be subject to prior review and approval by the City Council. COSTS The costs to establish thllS program will be approximately $2,000. Thereafter, all costs will be incurred by the employee/retiree members; the costs are estimated to be at about $50 plus 2% of contributions per year. By: D~~Wr~oi~r A. Bower f Human Resources City Manager Attachment: Exhibit A: Resolution Exhibit B: Form JAB-01/02/03 S:~Benefits\125 Plan, VEBA\VEBA Resolution.doc RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AVEBA (VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION) FOR USE BY EMPLOYEES AFTER RETIREMENT TO PAY MEDICAL EXPENSES WHEREAS, staff recommends the adoption of the California Government VEBA Trust for the benefit of Executive Management and Mid-Management employees wishing to participate through Compensation Plans and/or Memorandums of Understanding; and WHEREAS, the costs to establish this program will be approximately $2,000; and WHEREAS, thereafter, all costs will be incurred by the employee/retiree members; and WHEREAS, it is prudent to establish an investment policy for the assets set forth in the VEBA Plan." NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves a VEBA (Voluntary Beneficiary Association) for use by employees after retirement to pay medical expenses. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute necessary documents to adopt the Trust. BE IT FURTHER RESOLVED that the City Council establishes the follow investment policy for the VEBA Plan: Plan assets shall be invested in accordance with Section 53216 (a), (b) and (c) of the California Government Code, as they now exist or may be amended, in a prudent manner and though the trust fund assets are those of a pension trust. o Investment contracts shall be limited to those that provide a guarantee of principal, and must be issued by an insurance company with a minimum rating of "A" from Standard and Poors (or similar rating agency). The Trust Administrator shall advise the City at any time that the insurance company rating drops below an "A" rating. 3. Any change to this investment policy shall be subject to prior review and approval by the City Council. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the 8th day of January, 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:\Current Reso's\l-8-02Voltmtary.employee.bene.res.doc CALIFORNIA GOVERNMENT VOLUNTARY EMPLOYEE BENEFITS TRUST PLAN DOCUMENT CITY OF SOUTH SAN FRANCISCO This Plan is adopted by the City of South San Francisco, (the "Plan Sponsor") and, together with the trust established to hold the assets of the Plan, evidences the voluntary employees' beneficiary association established by the Plan Sponsor for the benefit of its eligible employees. RECITALS WHEREAS, the Plan Sponsor wishes to establish a comprehensive integrated program under which the Plan Sponsor, other Plan Sponsors, and collective bargaining units can negotiate for a variety of health and welfare benefits for its employees: and, WHEREAS, such comprehensive program, known as the Califomia Government Voluntary Employee Benefits Association was implemented to effect economies of scale through the commingling of assets for investment purposes and centralizing of administrative services to provide the Plan Sponsors with a cost effective vehicle through which to offer benefits to their employees; and, WHEREAS, it is the intent of the Plan Sponsor to establish a voluntary Employees' Beneficiary Association ("VEBA") Plan as an integral part of California Government Voluntary _Employees' Beneficiary Association Trust; and, WHEREAS, the Plan Sponsor will provide for a Trust to hold the funds of the VEBA for the benefits specified in this Plan under and in accordance with this Plan and, WHEREAS, the Plan Sponsor intends that the Plan hereby established, when taken together with the Trust, shall constitute a voluntary employees' beneficiary association under Section 501 (c)(9) of the Internal Revenue Code of 1986, as amended (the "Code"), NOW, THEREFORE, in consideration of the foregoing, the Plan Sponsor adopts the following Plan: California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 2 Article I. Name & Documents 1.1. 1.2. Name. The name of this Plan shall be the City of South San Francisco California Government VEBA Plan (the "Plan"). It is established pursuant to the provisions of Code section 501(c)(9), and together with the Trust adopted to fund the benefits evidences the Plan Sponsor's intent to form a VEBA. Plan Documents. This Plan, together with the Trust Agreement, shall constitute the entire Plan. Article II. Definitions 2.1. 2.2. 2.4. "Beneficiary_". A person or persons who are entitled to receive benefits under the Plan following the death of the Member and who are identified in a form prescribed by the Trust Administrator. "Contributions". Amounts deposited in the Trust pursuant to the terms of this Plan. "Effective Date". The Effective Date shall be the date the Plan and Trust are adopted by the Plan Sponsor. "Employee". Any employee of the Plan Sponsor or insmanentality thereof. 2.5. "Plan Sponsor". The City of South San Francisco as employer. 2.6. 2.8. "Individual Account". An account as established in Article VI. "Adopting Plan Sponsor". Any public agency or political subdivision thereof which has adopted and not terminated a Plan and Trust as part of the Northern California VEBA. "Member". Any of the following persons who meet the eligibility requirements provided in the Plan: 2.8.1. Actively employed Employee. 2.8.2. An inactive Employee. 2.8.3. A retired former Employee. 2.8.4. A dependent of an active, inactive, or retired Employee who is a Member. California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 3 2.8.5. "Dependent" means: The Employee's spouse; a minor child residing with the Employee; a child of the Employee who is a student (within the meaning of Code Section 151(e)(4)); and any other person who is a dependent of the Employee within the meaning of Code Section 152(a). A beneficiary of an active, inactive, or retired Employee who is or was a Member. 2.9. 2.10. 2.11. 2.8.6. "Beneficiary" means a person who is entitled to receive benefits under the Plan following the death of the Member. 2.8.7. "Inactive Employee". An Employee who, although not Actively employed by the Plan Sponsor, retains eligibility for benefits. "Plan Administrator". The individual or position designated by the Plan Sponsor designated to act for the Plan Sponsor in matters relating to the Plan Documents. If such an individual or position is named, then "Plan Sponsor" as it appears shall mean the Plan Administrator. "Trust Administrator". The consulting firm of Public Agency Retirement Planning, Inc. "Trustee". Allfirst Trust Company, N.A. or such other individual or entity as determined pursuant to the Northern California Voluntary Employee Benefits Association Trust Agreement. 3.1. Article III. Participation Eligibility. 3.1.1. In General. Subject to the limitations of Section 3.1.2, every employee shall be eligible to become a Member under this Plan at the time of the first Plan Sponsor contribution to this Plan on the Employee' s behalf. The Plan sponsor may contribute to the Plan on behalf of its employees on terms pursuant to the Plan Sponsor's sick leave conversion program, flat rate contribution program, or any other Plan Sponsor sponsored program permitting contributions to the Plan and Trust. 3.1.2. Limitations. 3.1.2.1 Participation shall be limited to those employees by or on behalf of whom a contribution is made to the Trust. California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 4 3.2. 3.3. 3.4. 3.1.2.2 This Plan does not permit any condition for eligibility which would limit participation or benefits to officers or highly compensated employees. Procedure. After satisfying all eliqlbility requirements, an Employee shall participate in this Plan when the Trustee receives the initial contribution for the Member. Duration of Participation. Once an employee becomes a Member in the Plan, his participation shall continue as long as funds remain or are required to be deposited in his or her Member's Individual Account. Voluntary_ Participation. The participation by an Employee shall be voluntary, notwithstanding the exceptions provided by law or regulations. Article IV. Plan Benefits 4.1. 4.2. Description. The purpose of the Plan is to provide welfare benefits and similar benefits permitted under section 501(c)(9) of the Internal Revenue Code, for use during periods of employment, layoff or retirement. Health Benefits include benefits as defined by Code Section 213 and excludable from income under Code Sections 105 am 106 as amended from time to time. Such benefits may be provided through reimbursement or through the payment of premiums to a medical benefit or health insurance program. Benefits may include payment for services or benefits designed to safeguard or improve the health of Members or clinical care services by visiting nurses, nursing homes and transportation for medical care. Welfare benefits may include, but are not limited to health, severance, unemployment or education benefits. Commencement of Benefits. Benefits after the date an Employee becomes a Member in the Plan. 4.3. 4.4. 4.5. Beneficiaries. Benefits are payable for covered expenses incurred by the Member, Member's dependents or the Member's Beneficiaries. Designation of Beneficiaries. The Member shall have the sole right to designate the Beneficiary or Beneficiaries eligible to receive any benefit under the Plan payable by reason of the death of any Member. Such designation must be on a form or forms supplied by the Plan Administrator and shall be effective when delivered to the Plan Administrator in accordance with established procedures. Termination of Benefits. Benefits shall terminate when the Member's Individual Account is exhausted and the Member is no longer entitled to additional contributions. If the Plan is maintained on the basis of Section 4.6 and individual accounts are not established, the California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 5 4.6 Member's benefits will terminate when there are no longer any assets allocable to the Plan. If an Individual Account is established, in the event of the Member's death, funds then remaining in the Member's Individual Account shall be used for medical expenses of the Member's spouse and qualified dependents. In the event funds remain in the Member's Individual Account following the death of the Member and his or her spouse, the funds shall be paid as medical benefits to the heirs of the Member. Unallocated Benefits. The Plan Sponsor may participate in this Plan without establishing Individual Accounts for Members. The Plan Sponsor shall specify the employees to whom benefits are to be paid, and the amount and type of benefits. The assets contributed for such employees and earnings thereon shall be accounted for in a separate sub-account of the Trust. Benefits shall then be paid to Member as prescribed by the provisions of this Plan and any other instrument which is deemed a part of this Plan for the purposes of determining benefits to be paid. When the assets in such sub-account are exhausted, no further benefits shall be paid. 5.1. 5.2. 5.3. Article V. Funding of Benefits Plan Sponsor's Contributions. Plan Sponsor contributions made to this Plan and Trust for medical benefits shall be specifically allocated to an Individual Account for each Member for the purpose of providing payment of the benefits described herein unless the Plan Sponsor is providing for Unallocated Benefits pursuant to Section 4.6. Determination of Benefits. Unless the benefits are being provided on an Unallocated basis pursuant to Section 4.6, amounts contributed on behalf of each Member shal 1 be determined pursuant to the provisions of the collective bargaining agreement and Plan Sponsor personnel practices under which the benefits and compensation to be provided to the Employee under this Plan are determined. If benefits are being provided on an Unallocated Basis, benefits shall be determined on the same basis. Termination of Plan Sponsor Contributions. Contributions shall cease when the applicable bargaining agreements or Plan sponsor policies no longer provide for contributions. The Plan Sponsor shall be responsible for informing the Plan Administrator when Plan Sponsor Contributions for any employee or employees will cease. 6.1 Article VI. Allocation to Member's Accounts Members' Individual Accounts. A separate account shall be maintained by the Plan Administrator for each Member to account for the income, gains, losses, and expenses or benefit payments attributable to his or her account unless benefits are being provided on an Unallocated Basis. California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 6 6.2. Receipt of Contributions. Contributions will be credited when received by the Trustee. Accounting. The Plan Administrator shall develop such accounting procedures as are deemed appropriate for accurate reflection of the Members' Individual Acco8nt balance of the assets contributed, earnings thereon and benefits paid if benefits are being provided on an Unallocated Basis. 7.1. 7.2. Article VII. General Provisions Source of Benefits. The Plan and Trust's liability to any Member for benefits under the Plan shall be limited to the sum of the account balance of each Member Individual Account or the amount of Plan Sponsor Contributions and interest thereon if benefits are being provided on an Unallocated Basis. Mechanics of Payment. reasonable procedures Administrator: The Member shall, with respect to any benefit, and subject to the established by the Plan Administrator, direct the Trust 7.2.1. To pay benefits directly to an insurance company for qualified insurance premiums; or 7.2.2. To pay benefits to a Plan Sponsor for qualified Medical premium payments; or 7.2.3. To pay benefits to the Member for reimbursement of qualified medical expenses; or 7.3. 7.2.4. Any combination of 7.2.1., 7.2.2., or 7.2.3., as allowed under the procedures adopted by the Plan Administrator. Claims Procedure. At such time when a Member believes he/she is entitled to receive a benefit under the Plan, such Member shall deliver a request for such benefit in writing to the Trust Administrator. The Trust Administrator shall review the claimant's request for a Plan benefit and shall, within a reasonable time thereafter, notify the claimant of its decision as follows: 7.3.1. If the claimant's request for a Plan benefit is approved by the Plan Administrator, proceed with the distribution of such Plan benefit pursuant to the claimant's request. California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 7 7.3.2. 7.3.3. If the claimant's request for a Plan benefit is denied, in whole or in part, by the Plan Administrator, the Trust Administrator shall notify the claimant of such denial and shall provide the claimant with a reasonable procedure for review. Any claimant whose request for Plan benefits has been denied, in whole or in part, or such claimant's authorized representative, may appeal said denial of Plan benefits by submitting to the Trust Administrator a written request for review of such denied claim. Such request for review must be delivered to the Trust Administrator within a reasonable time after the date the claimant received written notification of the Plan Administrator's initial denial of the claimant's request for Plan benefits. 7.3.4. The Trust Administrator shall permit the claimant to review pertinent documents and submit written issues and comments concerning the denial of claimant's request for Plan benefits. 8.1. 8.2. Article VIII. Administration Trust Administrator. The Trust Administrator of the California Government Voluntary Employees' Beneficiary Association Master ("Trust") shall enforce this Plan in accordance with its terms and those of the Trust and shall be charged with the general administration of the Plan. Trust Administrator Duties. The Trust Administrator shall have responsibility for maintaining records of the balances, claims, and contributions to the Individual Accounts as well as such records as are needed to maintain the Plan if contributions are made on an Unallocated Basis. In addition, the Trust Administrator, or its delegatee, shall have the following duties: 8.2.1. To determine all questions relating to the eligibility of Employees to participate. 8.2.2. To compute and certify to the Trustee the amount and kind of benefits payable to the Members, their dependants and Beneficiaries. 8.2.3. To maintain all the necessary records for the Administration of this Plan other than those maintained by the Trustee. 8.2.4. To account for the investments made by the Trustee in a manner consistent with the objectives of the Plan and authorized by the Trust. 8.2.5. To make and publish such rules for the regulation of this Plan as are not inconsistent with the terms hereof. California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 8 8.3. 8.4. 8.5. 8.6. Information. To enable the Trust Administrator to perform its functions, the Plan Sponsor shall supply it with full and timely information on all matters relating to the compensation of all Employees, their services, their retirements, deaths or the causes for terminations of employment and such other pertinent facts as the Trust Administrator may require. Expenses. All expenses shall be paid from the earnings on the assets held in the Trust, unless otherwise authorized by the Plan Administrator. Consultants, Advisors, & Managers. The Trust Administrator may employ such consultants, advisors and investment managers as it deems necessary or useful in carrying out its duties hereunder, with the cost thereof to be paid from the Trust assets. Funding Policy & Procedures. The Trustee, Trust Administrator and Plan Sponsor shall formulate polices, practices and procedures for contributions to, payments from, and funding of the Plan, which shall be consistent with the Plan objectives and the provisions of applicable law. Without; limiting the generality of the foregoing, the Trust Administrator shall, from time to time, accomplish the following: 8.6.1. Establish a regular and convenient schedule of planning meetings, not less often than annually; 8.6.2. Review short-term, intermediate and long range investment goals; 8.6.3. Determine and project benefit liabilities; 8.6.4. Make plans to satisfy the liquidity needs of the Plan; and 8.6.5 Consult with such other advisors as may be necessary to assure the efficient payment of Plan benefits. 9.1. 9.2. Article IX. Investment Policy Plan assets shall be invested in accordance with Section 53216 (a), (b) and (c) of the California Government Code, as they now exist or may be amended, in a prudent manner and though the Trust fund assets are those of a pension trust. Investment contracts shall be limited to those that provide a guarantee of principal, and must be issued by an insurance company with a minimum rating of "A" from Standard or Poors (or similar rating agency). The Trust Administrator shall advise the City at any time that the insurance company rating drops below an "A" rating. California Government Voluntary Employee Benefits Trust Plan Document City of South San Francisco Page 9 9.3. Any change to this investment policy shall be subject to prior review and approval by the City Council. 10.1. 10.2. 10.3. Article X. Liability No Rights. Neither the establishment of this Plan, nor any modification or amendment thereof, nor the payment of any benefits, shall be construed as giving any Member, or any person whomsoever, any legal or equitable right against the Trustee, Trust Administrator, Plan Sponsor, or the assets of the Plan. Obligations of Plan Sponsor. Only assets in the Trust shall be available to pay the benefits and claims which arise under this Plan. No obligation of the Plan shall constitute an obligation of the Plan Sponsor, except as such Plan Sponsor is obligated to make contributions under the Plan. Liability Limitation. Neither the Trustee, Plan Sponsor or the Trust Administrator shall be liable for the acts or omission of any Investment Manager or other person appointed to manage the assets of the Plan and trust if the Trustee or Trust Administrator in appointing such person acted with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man would use in the conduct of an enterprise of a like character and with like aims. Adopted by City of South San Francisco By: Date: CALIFORNIA GOVERNMENT VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION Master Trust TRUST made as the 8th day of January 2003 by and between the City of South San Francisco in the State of California (hereinafter referred to as the .... participating Agency"), and ALLFIRST TRUST COMPNAY, N.A., a national banking association (hereinafter referred to as the "Trustee""). WHEREAS, the Participating Agency maintains the Plan, (hereinafter referred to separately as the "Plan", and WHEREAS, the Plan is one of the plans constituting the California Government Voluntary Employees Beneficiary Association ("California Government VEBA"); and WHEREAS, under the Plan, funds will from time be contributed to the Trustee, which funds, as and when received by the Trustee will constitute a trust fund to be held for the benefit of the Members and retirees of the Plan of the Participating Agency, having a right to benefits, pursuant to the provisions of the Plan, and such funds will be invested by the Trustee pursuant to directions by the Participating Agency andJor Investment Manager, as provided herein; and WHEREAS other Participating Agencies may adopt this Trust as a master trust, subject to the provisions of this Trust to hold assets for the purpose of funding plans that are a part of the California Government VEBA; and WHEREAS, the Participating Agency now desires to enter into this master trust with the Trustee for the purpose of holding the assets under the Master Trust attributable to the Plan and other amounts contributed there under; and WHEREAS, the assets and funds to be held in the master trust established hereby, as and when received by the Trustee will constitute a trust fund to be held for the benefit of the members of the Plan and their beneficiaries: and WHEREAS, the Participating Agency desires the Trustee to hold such assets and funds and the Trustee is willing to hold such assets and funds pursuant to the terms to this trust; and WHEREAS, the master trust is intended to qualify as a "Voluntary Employees Beneficiary Association" within the meaning of Section 501(c) (9) of the Internal Revenue Code, and WHEREAS, the master trust is intended for the purpose of: creating a fund to provide for the payment of benefits that qualify under Section 501(c) (9) of the Internal Revenue Code to participating members, including their dependents, and their designated beneficiaries. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Participating Agency the e do hereby agree as follows: California Government Employees Beneficiary Association, Master Trust Page 2 o o The Participating Agency hereby adopts the California Government Voluntary Employees Beneficiary Association Trust (the "Master Trust") as a trust to fund the benefits provided by the Plan. All such money and property, all investments made therewith and proceeds thereof and all earnings and profits thereon, less the payments or other distributions which, at the time of reference, shall have been made by the Trustee, as authorized! herein, are referred to herein as the "Fund" and shall be held by the Trustee, in trust, and dealt with in accordance with provisions of this Trust. Any other California public agency may become a Participating Agency and adopt the Master Trust to fund a plan or plans from the Master Trust it the Participating Agency adopts the Master Trust, the participating Agency's plan or plans provide benefits that are funded from the Master Trust and the Trustee agrees to such adoption. The assets of each Participating Agency and the investment earnings thereon shall be available only to pay benefits to employees of that Participating Agency. It is intended that the Master Trust shall meet the requirements of Internal Revenue Code section 501(c) (9). All contributions hereunder and all assets and earnings of the Master Trust are solely and irrevocably dedicated to the payment of benefits that qualify under section 501(0)(9) of the Internal. Revenue Code. Participating Agency appoints Public Agency Retirement Planning, Inc. as the Trust Administrator and directs that Public Agency Retirement Planning, Inc. shall have the authority to act for the Participating Agency in all matters relating to the establishment and maintenance of the Plan and Trust, except those relating to the investment and management of the assets of the Trust and such other matters as are reserved to the Participating Agency under the provisions of' the Trust. Without limiting the generality of the foregoing, Public Agency Retirement Planning, Inc. shall have the following specific powers: A. To self-administer, or to contract for and delegate the administration of the Plan to one or more administrators. B. To determine from time to time the benefits to be provided for participants under the Plan. C. To retain professional advisors, including auditors and legal advisors to provide services to the Trust. D. To prepare necessary filing with the state and, federal government. Responsibility for the management and control of the assets of the Plans that are held under the Master Trust as a funding medium (including the power to acquire or dispose of such assets) is vested in the Participating Agency, and/or in such one or more investment managers as described in Article 13, who are appointed by the Participating Agency. That; portion of the fund for which the Participating Agency shall have such responsibility is hereinafter referred to as the "Participating Agency-Directed Fund." Any portion of the Fund over which an Investment Manager shall have such responsibility is hereinafter referred to as an "Investment Manager-Directed Fund." Allocations of assets of the Fund between or among any Participating Agency-Directed or Investment-Manager Directed Funds shall be determined by the Participating Agency. For efficiency or convenience of investment or California Government Employees Beneficiary Association, Master Trust Page 3 administration, the Fund or any such Participating Agency-Directed or Investment Manager- Directed Fund may be divided into such one or more sub-funds as the Participating Agency or the Trustee may deem advisable. 6. The Participating Agency or its designee shall maintain a separate account reflecting the equitable share in the Fund of each participating Plan. For this purpose, the Trustee shall determine the value of the assets of the Fund as of the last day of each calendar quarter and as of such other dates as the Trustee may deem appropriate or on which the Participating Agency and the Trustee may agree. Assets shall be valued at their market values at the close of business on the date of valuation, or, in absence of readily accessible market values, as such values as the Trustee shall determine in accordance with methods consistently followed and uniformly applied. Anything herein to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund hereunder, the Trustee may rely, for all purposes of this Trust, including for the purpose of determining the value of such assets as of any quarterly or other valuation date, on any certified appraisal or other form of valuation submitted to it by the Investment Manager(s). The Trustee may also rely on Assets reported by an Insurer in conjunction with contracts issued by that Insurer. Any amount paid from the Master Trust which is specifically allocable to a particular participating Plan shall be charged by the Participating Agency or it's designee against the equitable share of such participating Plan, any amount paid from the Master Trust which is allocable to all of the participating Plans shall be charged against the Fund as a whole. The Trustee shall not be required to maintain any separate records or accounts with respect to any participating plan or any participant in (or beneficiary of) any participating Plan, and any such records or accounts required to be maintained pursuant to the terms of any such Plan shall be maintained by the Participating Agency or by the appropriate committee directly charged with such responsibility. o By entering into this Trust, the Trustee does not assume any responsibility or undertake any duty to enforce payment of any contribution under any participating Plan, any responsibility for the adequacy of the Fund or the funding standards adopted: by the sponsor of any participating Plan to meet or discharge any liabilities under such Plan, or any responsibility under the terms of this Trust for the management or control of any Discretionary or Directed Funds. Except as may otherwise be required by law, no duties or obligations shall be imposed upon the Trustee unless they have been specifically undertaken by the express terms of this Trust. o The Trustee shall receive any contributions: to it in cash or in other property acceptable to it. All contributions so received, together with the income there from and any other increment thereon, shall be held by the Trustee pursuant to the terms of this Trust without distinction between principal and income. The Trustee shall not be responsible for the collection of any contributions to the Plans. 10. The Trustee may from time to time consult with counsel, who may be counsel to the participating Agency, with respect to any question arising as to the construction of this Trust California Government Employees Beneficiary Association, Master Trust Page 4 or any action to be taken hereunder and the Trustee shall be fully protected, to the extent permitted by law, in acting in good faith upon the advice of counsel. 11. Subject to the provisions of Article 11 hereof, the Trustee from time to time at the written direction of the Trust Administrator may make payments out of the Trust Fund to such persons, in such manner, in such amounts, and for such purposes, including the payment of expenses of the Plan and the purchase of life insurance and/or annuity contracts, as may be specified in the directions of the Trust Administrator. Except as may otherwise be required by law, the Trustee shall be under no liability for any payment made by it pursuant to a written direction of the Trust Administrator and shall be under no duty to make inquiries as to whether any payment directed by the Trust Administrator is made pursuant to the provisions of the Plan. 12. Notwithstanding anything to the contrary contained in this Trust or in any amendment thereto, it shall be impossible, at any time prior to the satisfaction of all liabilities with respect to the members under the Plans or their beneficiaries, for any part of the Fund, other than such part as is required, to pay taxes and expenses of administration, to be used for or diverted to purposes other than for the exclusive benefit of the members under the Plans or their beneficiaries. 13. Unless otherwise prohibited by law or otherwise specified herein, the Trustee shall have the following powers and authority with respect to the Trust Plan. (a) To invest and reinvest, as directed by the participating Agency and/or the Investment Manager, the principal and income of the Fund and keep the Fund invested without distinction between principal and income, in such securities or in such property, real or personal (whether or not income producing), wherever situated, including, but not limited to, life insurance, contracts, stocks, common or preferred; any mutual or other funds maintained or established by the Trustee or any affiliate thereof; bonds and mortgages and other evidence of indebtedness or ownership in any common, collective, or commingled trust fund maintained by the Trustee, as the same may be amended from time to time, and during any period when such funds are used, the instrument establishing such fund shall constitute a part of this Trust. In making such directed investments, the Trustee shall not be restricted to securities or other property of the character authorized or required by applicable law from time to time for trust investments. The Participating Agency and/or Investment Manager shall direct the Trustee in writing as to the asset allocation or percentage mix of types of investments to be used by the Trustee for the investment of the Trust Fund, and as to specific investment to be made by the Trustee of amounts in the Trust Fund. To the extent permitted by the law, the Trustee shall not be liable and shall be held harmless and indemnified by the Participating Agency for losses incurred in connection with the Trust Fund caused by its reliance thereon. Such losses may be either actual realized losses or losses in the nature of "lost investment opportunity." (b) To settle, compromise, or submit to arbitration any claims, debts, or damages, due or owing to or from the Master Trust, to commence or defend suits or Legal proceedings California Government Employees Beneficiary Association, Master Trust Page 5 and to represent the Master Trust in all suits or legal proceedings in any court of law or before any other body or tribunal. (c) To exercise any conversion privilege and/or subscription right available in connection with any securities or other property at any time held by it; to oppose or to consent to the reorganization, consolidation, merger, or readjustment of the finances of any corporation, company, or association, or to the sale, mortgage, pledge, or lease of the property of any corporation, company, or association any of the securities of which may from time to time be held by it and do any act with reference thereto, including the exercise of options, the making of trusts or subscriptions, and the payment of expenses, assessments, or subscriptions, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other property which it may so require. (d) To exercise, personally or by general or by limited power of attorney, any right, including the right to vote, appurtenant to any securities or other property held by it at any time. (e) To hold part or all of the ~Fund uninvested. (f) To employ suitable agents and counsel and to pay from the Trust Fund their reasonable expenses and compensation. (g) To register any securities held by it hereunder in its own name or in the name of a nominee without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form. (h) To make, execute, and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases, or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers. (i) To deposit any part of the Fund in interest beating account deposits maintained by or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affliated with the Trustee. (j) Generally to do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust Fund. 14. The Participating Agency reserves the right to retain the services of one or more persons or firms for the management of (including the power to acquire and dispose of) all or any part of the Fund, provided that each of such persons or firms is registered as an investment advisor under the Investment Advisors Act of 1940, is a bank (as defined in that Act), or is an insurance company qualified to manage, acquire, or dispose of trust assets under the laws of more than one state, and provided that each of such persons or firms has acknowledged in writing that he is a fiduciary with respect to the Plan; in such event, the investment manager or managers so retained (the "Investment Manger[s]") shall have the same investment powers and duties as the Trustee, and the Trustee shall not be liable for the acts or omissions of such Investment Manager(s), nor shall it be under any obligation to invest or otherwise manage any Trust Fund assets which are subject to the management of such Investment: Manager(s). 15. In the event that any investment is made by an Investment Manager in real property, then the Trustee shall have the right to request aw a condition precedent to its executing any documents or paying over any trust assets in connection with such transaction, that it receive a certified appraisal that the property has a value at least equal to the transaction price and that the property is in the form and condition described in such documents, and further, that it California Government Employees Beneficiary Association, Master Trust Page 6 receive an opinion of counsel (who may be counsel to the Investment Manager) that such documents are in proper form for execution by the Trustee, that such deed or document has been or will be properly recorded under all applicable Recording Acts, and that appropriate policies adequately insuring the trust against loss for any reason (including a defect in title) have been procured in the name of the Trustee. In addition, the Investment Manager shall provide the Trustee, upon request, with current appraisals of such property which shall be relied upon by the Trustee for all valuation and accounting purposes this Trust. Prior to investment in real property, any Investment Manager shall notify the Trustee of the intended investment and the Trustee shall have the right to perform or engage an environmental assessment or audit. Dependent upon its findings, the Trustee shall have the right to withhold acceptance of the investment, to condition its acceptance of the investment on a hold harmless basis, or to condition acceptance of the investment on such other terms as in the discretion of the Trustee may be necessary to protect the assets of the Fund. The Investment Manager shall immediately notify the Trustee of any proposed, intended, or actual change in use(s), operation(s), or tenant(s) of any real property that is currently, has become, or is intended to become an asset of the Fund if such change could materially affect the environmental compliance obligations or liability exposure of the property owner (e.g., a change from retail to industrial use). Upon such information, the Trustee shall have the right to withhold acceptance of the investment if it is not yet an asset of the Fund, to forbid any change it's use(s), operation(s), or tenant(s), or divest the Fund of any interest in real property that has become the subject of such a change, or to condition its acceptance of any such change on a hold harmless basis. The Trustee may require at any time that any interest in real property that is or is intended to become an asset of the Fund be held as an interest in a corporation, limited partnership, or in any other form which the Trustee concludes may be necessary to protect the assets of the Fund. However, no right enumerated in this paragraph obligates the Trustee to reject or place conditions upon the acceptance of, divest the Fund of, or otherwise act upon the rights enumerated herein that pertain to the holding of real property interests, unless any such failure to act is the result of bad faith. 16. The Trustee shall pay out of the Fund all personal property taxes, income taxes, and other taxes of any and all kinds levied or assessed under existing or future laws against the Trust Fund. 17. The Trustee shall be paid reasonable compensation as shall from time to time be agreed upon by the Trust Administrator and the Trustee. Such compensation and all reasonable expenses of administration of the Trust, including reasonable counsel fees, and including property appraisals, environmental assessments or audits, and related costs incurred from time to time in connection with investments or potential investments in real property, shall be withdrawn by the Trustee out of the Trust Fund unless paid by the Trust Administrator. 18. The Trustee shall, within 90 days after the close of each calendar year, and within 90 days after the removal or resignation of the Trustee or the termination of the Trust or any participating Plan, render accounts of its transactions to the Trust Administrator and the Trust Administrator may make exceptions to such accounts by an instrument in writing delivered California Government Employees Beneficiary Association, Master Trust Page 7 to the Trustee. In the absence of the filing in writing with the Trustee by the Trust Administrator of exceptions or objections to any such account within 90 days of the rendering, the Trust Administrator shall be deemed to have approved such account, the Trustee shall be released, relieved, and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereuntler for the Fund (including any Discretionary or Directed Fund) and all accounts, books, and records relating thereto shall be open to inspection and audit at all reasonable times by any persons designated by the Trust Administrator. Except as the Retirement Security Act of 1974, as amended ("ERISA"), provides otherwise, no person other than the Participating Agency may bring any action against the Trustee with respect to the Trust or its actions as Trustee. The Trustee shall from time to time permit an independent public accountant selected by the Plan Administrator (except one to whom the Trustee has reasonable objection) to have access during ordinary business hours to such records as may be necessary to audit the Trustee's accounts. 19. The Trustee shall be fully protected in relying upon notice from the Trust Administrator with respect to any instruction, direction, or approval of the Trust Administrator, and protected also in relying upon a notice from the Trust Administrator as to the person or persons who are authorized to direct payments from the Trust Fund and in continuing to rely upon such notice until a subsequent notice is filed with the Trustee. The Trustee shall fully protected in acting upon any instrument, certificates, or paper believed by it to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained. The Trustee shall not be liable for the application of any part of the Fund if payments are made in accordance with the written directions of the Trust Administrator as herein provided, nor shall the Trustee be responsible for the adequacy of the Fund to meet and discharge any and all payment and liabilities under the Plan. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any moneys, securities, or other property paid or delivered to the Trustee. The Trust Administrator and Participating Agency hereby agree to hold the Trustee harmless from and against all taxes, expenses (including counsel fees), liabilities, claims, damages, actions, suits, or other charges incurred by or assessed against it as a Successor Trustee, as a direct or indirect result of any act or omission of a predecessor Trustee or any other persons charged under any trust affecting Fund assets for investment responsibilities with respect to such assets. The Participating Agency agrees to hold harmless and indemnify the Trustee, to the fullest extent permitted under applicable law, for any and all liabilities of any kind incurred by the California Government Employees Beneficiary Association, Master Trust Page 8 Trustee in connection with the Plans and the Trust (a) relating to periods of time prior to the Trust becoming Trustee, or (b) relating to periods of time while the Trustee if such liability is not due to the Trustee's gross negligence, willful misconduct, or breach of its fiduciary duties 20. The Trustee may resign at any time by giving 60 days written notice to the Trust Administrator. The Trust Administrator may remove the Trustee upon 60 days written notice, and in the case of the resignation or removal of the Trustee, the Trust Administrator immediately shall appoint a successor Trustee. If for any reason the Trust Administrator' cannot or does not act in the event of the resignation or removal of the Trustee, as hereinabove provided, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee. Any expenses incurred by the Trustee in connection therewith shall be paid from the Fund as an expense of administration. Any successor Trustee shall have the same powers and duties as those conferred upon the Trustee named in this Trust. The removal of the Trustee and to appointment of a new Trustee shall be by written instrument delivered to the Trust. 21. This Trust, subject to the provisions of Article 11 may be amended by the Participating Agency at any time or from time to time in any manner and the provisions of any such amendment may be made applicable to the Fund as constituted at the time of the amendment as well as to the part of Fund subsequently acquired; provided, however, that no such amendment shall increase the duties or change the compensation of the Trustee without its consent. Any amendment shall be by a written instrument delivered to the Trustee. 22. This Trust and the trust created hereby may be terminated at any time 'by the Trust Administrator, and upon termination the Fund shall be paid out by the Trustee as and when directed by the Trust Administrator in accordance with the provisions of Article 10 hereof. 23. The Trust Administrator shall provide the Trustee with copies of all documents constituting the participating plan at the time the Trust is executed by the Participating Agency or adopted under any other plan, as provided in Article 2, and all other documents amending or supplementing the participating plans promptly upon their adoption. The Trustee shall be entitled to a rely upon the Trust Administrator's attention to this obligation and shall be under no duty to inquire of the Trust Administrator as to the existence of any documents not provided by the Trust Administrator hereunder. The Trustee is bound and acknowledges that it is a fiduciary with re8respect to the Master Trust and the participating Plans and by the fiduciary responsibility provisions of ERISA. The provisions or ERISA are expressly made applicable to the provisions of this Master Trust in order to ensure that the Master Trust meets the control requirements for a VEBA under the provisions of 501(c){9) of the Internal Revenue Code. 24. To the extent consistent with the provisions of ERISA, this Agreement and the trust created hereby shall be construe, regulated, and administered under the laws of the State of California, and the Trustee shall be liable to account only in the courts of the State. All contributions of the Trustee shall be deemed to take place in the State of California. Unless the provisions of ERISA provide otherwise, the Trustee may at any time initiate an action or California Government Employees Beneficiary Association, Master Trust Page 9 proceeding for the settlement of its accounts or for instructions, and the only necessary party defendant to such action or proceeding shall be the Employer except that the Trustee may, if it so elects, bring in as parties defendant any person or persons. IN WITNESS WHEREOF, this instrument has been execut-1 as of the day and year first above written. Attest: Sponsor Secretary By: Name Title Date: Attest: Trustee AIJ.FIRST TRUST COMPANY, N.A. Secretary By: Name Title Date: S:~Benefits\125 Plan, VEBA\VEBA Master Trust. doc 1/08/03 StaffReport DATE: January 8, 2003 TO: Honorable Mayor and City Council FROM: Director of Economic and Community Development SUBJECT: ASSESSMENT OF REDEVELOPMENT AGENCY COMMITMENTS AND CURRENT AGENCY OBLIGATIONS RECOMMENDATION: It is recommended that the City Council adopt the attached Resolution which: 1) appropriates an advance of $2.0 million from the Downtown Redevelopment Fund for the Oak Avenue Extension Capital Improvement Project; 2) reclassifies $1.6 million in Advances from the Downtown Redevelopment Fund to Shearwater; 3) appropriates $1.1 million from Downtown Redevelopment Fund for interest due Genentech for a property tax appeal; 4) designates Willow Gardens funds as encumbered; 5) approves Agency budget amendment to reflect the adopted appropriations; and 6) authorizes execution of loan documents between City and the Redevelopment Agency related to advances referenced herein. BACKGROUND/DISCUS SION: The Redevelopment Agency Board has reviewed attached Agency staff report and adopted the Resolution which authorizes the proposed budget amendment. City Council must also take formal action to authorize the budget amendment and required loan documents related to advances of Redevelopment Agency funds. It is recommended that City Council adopt the attached budget amendment Resolution which will appropriate needed dollars for the completion of the Oak Avenue extension project, set aside funds for the expected amount due to Genentech for a prior year property tax appeal, designate the Willow Gardens fund balance as encumbered, reclassify advances made by the General Fund as Downtown Advances to the E1 Camino Project Area, authorizes Redevelopment budget amendment to reflect appropriations, and authorizes execution of loan documents related to Agency advances. Marty Van Duyn Director of Economic~and Community Development Michael A. Wilson City Manager Attachment: Resolution DATE: TO: FROM: SUBJECT: January 8, 2003 Honorable Mayor and City Council Jennifer A. Bower, Director of Human Resources Waive Reading and Adopt an Urgency Ordinance Approving an Amendment to the Contract Between the Board of Administration, California Public Employees' Retirement System (PERS), and the City Council, City of South San Francisco, to Section 21548 Pre-retirement Optional Settlement 2 Death Benefit for Local Safety Fire Members. RECOMMENDATION Waive reading and adopt an urgency ordinance amending the PERS Contract to provide Section 21548 Pre-retirement Optional Settlement 2 Death Benefit for Local Safety Fire Members. BACKGROUND/DISCUSSION During negotiations with the fire safety bargaining units (IAFF) two proposed enhancements to the City' s retirement system were made. With approval from Council, the City' s plan was to modify its PERS contract to provide enhanced benefits. This IAFF negotiated program provides the following death benefit enhancement: The spouse of a deceased member, who was eligible to retire for service at the time of death, may elect to receive the Pre-Retirement Optional Settlement 2 Death Benefit in lieu of the lump sum Basic Death Benefit. This benefit is a monthly allowance equal to the amount the member would have received if he/she had retired for service on the date of death and elected Optional Settlement 2, the highest monthly allowance a member can leave a spouse. The City has received all the necessary valuations and documents from PERS to implement by January 10, 2003. The process from PERS requires that the City adhere to strict timelines, and they are as follows: JAB- 12/16/2002 F:\File Cabinet\City CouncilXPERS ModificationsX2W",PERS Resolution Final.doc Staff Report Subject: Waive First Reading and an Adopt an Urgency Ordinance to Amend PERS Contract Page 2 12/11/02 01/08/03 01/09/03 01/10/03 Adoption of Resolution of Intention. Adoption of Final Urgency Ordinance. Effective Date of Ordinance. Effective Date of CalPERS Amendment to Contract. By: Michael A. Wilson City Manager Attachment: Exhibit A: Amendment to Contract Exhibit B: Form CON~5 Certification of Final Action of Governing Body Exhibit C: Resolution JAB- 12/16/02 F:',File Cabinet\City Council',PERS MoflificationsX2WXPERS Resolution Final.doc ORDINANCE NO. AN URGENCY ORDINANCE APPROVING AN AMENDMENT TO CONTRACT BETWEEN THE BOARD OF ADMINISTRATION CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM AND THE CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WHEREAS, the City of South San Francisco has agreed to provide enhancements to the City's retirement system as part of negotiations with members of the South San Francisco Chapter of the International Association of Firefighters; and WHEREAS, The California Public Employees' Retirement System staff have prepared the attached Amendment to Contract to implement this enhanced retirement benefit (Section 21548 [death benefit enhancement]; and WHEREAS, pursuant to Government Code sections 36934 and 36937 (b), this ordinance shall be adopted immediately following introduction and shall take effect on January 8, 2003. Urgency exists because certain public safety employees of the City of South San Francisco and the dependents of those employees have relied on the City to effectuate this amendment to the contract with the Board of Administration of the California Public Employee's Retirement System prior to January 10, 2003. Failure to adopt this as an urgency ordinance will further delay the effective date of the ordinance and prohibit implementation of the contractual obligations of the City. The citizens of South San Francisco rely on the employees of the City of South San Francisco for the efficient and reliable delivery of public services. Therefore, there is an urgent need to adopt this ordinance to preserve the public peace, health or safety. NOW THEREFORE, the City Council of the City of South San Francisco does ORDAIN as follows: The City Council of the City of South San Francisco does hereby approve an Amendment to the Contract between the Board of Administration Califorma Public Employees' Retirement System and the City Council, City of South San Francisco attached hereto and incorporated herein by reference and authorizes the Mayor to execute the Amendment on behalf of the City. 1. PUBLICATION AND EFFECTIVE DATE This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective immediately upon adoption. 2. SEVERABILITY In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the 8th day of January, 2003, by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this 8th day of January 2003. Mayor CalPERS California Public Employees' Retirement System AMENDMENT TO CONTRACT Between the Board o£ Administration California Public Employees' Retirement System .' and the City Council City of South San Francisco The Board of Administration, California Public Employees' Retirement System, hereinafter referred to as Board, and the governing body of the above public agency, hereinafter referred to as Public Agency, having entered into a contract effective September 1, 1945, and witnessed September 12, 1945, and as amended effective September 1, 1949, December 1, 1953, January 1, 1960, January 1, 1963, February 1, 1967, January 1, 1968, January 1, 1969, November 1, 1973, April 19, 1974, January 21, 1977, November 11, 1977, December 19, 1980, August 23, 1985, January 23, 1987, December 22, 1989, January 1, 1992, October 9., 1993, April 23, 1994, June 13, 1996, May 11, 2001, and November 22, 2002 which provides for participation of Public Agency in said System, Board and Public Agency hereby agree as follows: Paragraphs 1 through 12 are hereby stricken from said contract as executed effective November 22, 2002, and hereby replaced by the following paragraphs numbered I through 12 inclusive: All words and terms used herein which are defined in the Public Employees' Retirement Law shall have the meaning as defined therein unless otherwise specifically provided. "Normal retirement age" shall mean age 55 for local miscellaneous members and age 50 for local safety members. o Public Agency shall participate in the Public Employees' Retirement System from and after September 1, 1945 making its employees as hereinafter provided, members of said System subject to all provisions of the Public Employees' Retirement Law except such as apply only on election of a contracting agency and are not provided for herein and to all amendments to said Law hereafter enacted except those, which by express provisions thereof, apply only on the election of a contracting agency. Employees of Public Agency in the following classes shall become members of said Retirement System except such in each such class as are excluded by law or this agreement: a. Local Fire Fighters (herein referred to as local safety members); b. Local Police Officers (herein referred to as local safety members); Employees other than local safety members (herein referred to as local miscellaneous members). In addition to the classes of employees excluded from membership by said Retirement Law, the following classes of employees shall not become members of said Retirement System: PERSONS WHO ARE COMPENSATED ON AN HOURLY BASIS WHO ARE EMPLOYED JANUARY 1, 1963 OR AFTER. The percentage of final compensation to be provided for each year of credited prior and current service as a local miscellaneous member shall be determined in accordance with Section 21354 of said Retirement Law subject to the reduction provided therein for Federal Social Security (2% at age 55 Modified and Full). The percentage of final compensation to be provided for each year of credited prior and current service as a local safety member shall be determined in accordance with Section 21362.2 of said Retirement Law (3% at age 50 Full). Public Agency elected and elects to be subject to the following optional provisions: Section 21571 (Basic Level of 1959 Survivor Benefits) for local miscellaneous members only. b. Section 21222.1 (One-Time 5% Increase 1970). Legislation repealed said Section effective January 1, 1980. ¸10. c. Sections 21624 and 21626 (Post-Retirement Survivor Allowance). Section 21024 (Military Service Credit as Public Service), Statutes of 1976. e. Section 20042 (One-Year Final Compensation). Section 21573 (Third Level of 1959 Survivor Benefits) for local safety members only. g. Section 20965 (Credit for Unused Sick Leave). h. Section 21548 (Pre-Retirement Optional Settlement 2 Death Benefit) for local fire members only. Public Agency, in accordance with Government Code Section 20790, ceased to be an "employer" for purposes of Section 20834 effective on November 11, 1977. Accumulated contributions of Public Agency shall be fixed and determined as provided in Government Code Section 20834, and accumulated contributions thereafter shall be held by the Board as provided in Government Code Section 20834. Public Agency shall contribute to said Retirement System the contributions determined by actuarial valuations of prior and future service liability with respect to local miscellaneous members and local safety members of said Retirement System. Public Agency shall also contribute to said Retirement System as follows: Contributions required per covered member on account of the 1959 Survivor Benefits provided under Section 21573 of said Retirement Law. (Subject to annual change.) In addition, all assets and liabilities of Public Agency and its employees shall be pooled in a single account, based on term insurance rates, for survivors of all local safety members. A reasonable amount, as fixed by the Board, payable in one installment within 60 days of date of contract to cover the costs of administering said System as it affects the employees of Public Agency, not including the costs of special valuations or of the periodic investigation and valuations required by law. Co A reasonable amount, as fixed by the Board, payable in one installment as the occasions arise, to cover the costs of special valuations on account of employees of Public Agency, and costs of the periodic investigation and valuations required by law. 11. Contributions required 'of Public Agency and its employees shall be subject to adjustment by Board on account of amendments to the Public Employees' Retirement Law, and on account of the experience under the Retirement System as determined by the periodic investigation and valuation required by said Retirement Law. 12. This amendment shall be effective on the Contributions required of Public Agency and its employees shall be paid by Public Agency to the Retirement System. within fifteen days after the end of the period to which said contributions refer or as may be prescribed by Board regulation. If more or less than the correct amount of contributions is paid for any period, proper adjustment shall be made in connection with subsequent remittances. Adjustments on account of errors in contributions required of any employee may be made by direct payments between the employee and the Board. day of' , BOARD OF ADMINISTRATION ..-- CITY COUNCIL · PUBLIC EMPLOYEES' RETIREMENT SYSTEM CITY OF SOUTH SAN FRANCISCO BY BY KENNETH W. MARZION, CHIEF ACTUARIAL & EMPLOYER SERVICES DIVISION PUBLIC EMPLOYEES' RETIREMENT SYSTEM PRESIDING OFFICER Witness Date Attest: Clerk AMENDMENT ER# 93 PERS-CON-702A (Rev. 8\02) CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM Actuarial and Employer Services Division Public Agency Contract Services P.O. Box 942709 ~ Sacramento, CA 94229-2709 (916) 326-3420 CERTIFICATION OF FINAL ACTION OF GOVERNING BODY I hereby certify that the (governing body) of the (public agency) adopted on ., , by an affirmative vote of a majority (date) of the members of said Governing Body, (Ordinance or Resolution) No. approving the attached contractual agreement between the Governing Body of said Agency and the Board of Administration of the California Public Employees' Retirement System, a certified copy of said (Ordinance or Resolution) in the form furnished by said Board of Administration being attached hereto. Clerk/Secretary Title Date PERS-CON-5 (Rev. 1/96) Staff Report DATE: January 8, 2003 TO: Redevelopment Agency Board Honorable Mayor and City Council FROM: Steven T. Mattas, City Attorney By: Kimberly A. Johnson, Assistant City Attorney SUBJECT: Resolutions Of Redevelopment Agency and City Regarding Promissory Notes RECOMMENDATION: It is recommended that the Agency Board and City Council adopt the attached Resolutions approving Promissory Notes and Amendments to Agency and City Budgets BACKGROUND/DISCUS SION: The attached Resolutions and Promissory Notes are in addition to the materials received from the Director of Economic and Community Development related to encumbering undesignated Agency funds. The Promissory Notes create a debt obligation on behalf of the Agency by formally recognizing prior loans made to the Agency from the City's General Fund. The transactions are as follows: Promissory Note Between City and Agency/Shearwater Plan Area: The Note formalizes a prior transaction in which the City advanced funds to the Agency for construction of capital improvements in the Shearwater Plan Area. Upon execution of the Note, an initial payment of $1.6 million dollars will be made to the City and deposited in the General Fund. Furore tax increment funds are pledged as security for the Note. Promissory Note Between City and Agency/El Camino Plan: The City previously advanced funds from the General Fund to the Agency/E1 Camino Plan Area for redevelopment related activities. This Note, as in the Shearwater Note, formally recognizes the existing debt and provides for structured repayment from future tax increment revenue. Promissory Note Between Agency Plan Areas: The final Promissory Note creates a new obligation between the Downtown Central Plan Area and the Shearwater Plan Area. The purpose of this transaction is to shift undesignated funds from the Downtown Central Plan Area to the Shearwater Plan Area as an investment of the Agency. The result is that the funds are then formally encumbered. To secure the investment, Shearwater will commit future tax increment to the repayment of funds to the Agency for re-deposit into the Downtown Central Plan Area fund. The Resolutions set forth the relevant law goveming the transactions and authorize the Agency Director to make modifications, upon advice of Agency General Counsel, to the terms of the Notes so long as the modifications do not increase the total amount of principal due or the interest rate assessed on the unpaid balance'r/ / Enclosure: Resolutions Resolutions of Redevelopment Agency and City Regarding Promissory Notes 20% Low and Moderate Income Fund Balance Balance as of 6/3/02 Revenues as of 12/1/02 Total Expended/Encumbered Balance Unencumbered/At Risk $ 3,621,849 662,718 $ 4,284,567 $ 4,178,478 $ 106,089 80% Non Housing Fund Balance Balance as of 12/01/02 Total Debt Advance to Agency from General Fund Total Balance at Risk Genentech Tax Appeal Agency Credit Against General Fund Advance $ 4,700,000 $ 4,900,000 $ 4,700,000 $1,100,000 $ 3,600,000 RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING LOAN AGREEMENTS BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND REDEVELOPMENT AGENCY, APPROPRIATING FUNDS FOR REPAYMENT OF OBLIGATIONS AND APPROVING BUDGET AMENDMENT 03-13 WHEREAS, the City of South San Francisco, in accordance with California Redevelopment Law, Health and Safety Code Section 33220 et. seq., previously advanced the Redevelopment Agency Three Million Eight Hundred and Forty Six Thousand Dollars to facilitate redevelopment in the Shearwater Plan Area and One Million Fifty-Five Thousand Dollars for redevelopment activities in the E1 Camino Redevelopment Plan Area; and, WHEREAS, the City and Agency now wish to formalize the advance of funds by executing legal documents providing repayment terms for the previously issued debt, including a one time payment of.l~ Million Six Hundred Thousand Dollars, in accordance with the Promissory Notes attached heret{~,a~n.d_ incOrporated herein as Exhibits A and B; and, WHEREAS, the Shearwater and E1 Camino Redevelopment Plan Areas have not generated tax increment revenues sufficient to fully repay the Agency debt; and, WHEREAS, the Downtown Central Plan Area Redevelopment Fund has sufficient revenues to advance payment to the Shearwater Fund so that the City may receive partial payment on the existing debt; and, WHEREAS, the Downtown Central Plan Area has benefited from the redevelopment activities in the Shearwater Plan Area through the joint use of the completed infrastructure improvements, i.e. Oyster Point Widening Project, such project has provided greater access to the Downtown Plan Area generating increased sales tax revenues in the Downtown Area, and the project serves the Downtown Central Plan Area in as much as it transects the Shearwater and Downtown Central areas; and, WHEREAS, the Agency, in order to satisfy the obligations of the Shearwater Plan Area indebtedness, shall loan $3,600,000 from the Downtown Redevelopment Fund to the Shearwater Redevelopment Fund. Such funds shall be repaid as tax increment funds become available in the Shearwater Redevelopment Fund in accordance with the Downtown-Shearwater Redevelopment Fund Promissory Note, attached hereto and incorporated herein as Exhibit C; and, WHEREAS, 04!..~e/W~ii'~ion Six Hundred Thousand Dollars shall be deposited into the City's General Fund in partial payment of the aforementioned debt; and, WHEREAS, the Agency received One Million Fifty-Five Thousand Dollars from the City to facilitate redevelopment in the E1 Camino Redevelopment Plan Area by funding a design and feasibility study for the Oak Avenue Extension project and said project is included in the City's Capital Improvement Program; and, WHEREAS, the E1 Camino Redevelopment Plan Fund does not have sufficient revenues to fund construction of the Oak Avenue Extension; and, WHEREAS, the planned improvement benefits the project area, the immediate neighborhood in which the project is located and the adjacent Downtown Redevelopment Plan Area; and, WHEREAS, there are no other reasonable means of financing the planned improvement and the payment of funds for the construction of the project will assist in the elimination of one or more blighting conditions within the project area and is consistent with the implementation plan adopted pursuant to California Health & Safety Code Section 33490; and, WHEREAS, as a result of a property tax assessment dispute, the Agency is required to pay an estimated One Million One Hundred Thousand Dollars to satisfy its interest obligation and desires to pay its interest obligation from monies in the Downtown Redevelopment Fund. NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency of the City of South San Francisco hereby: Approves the Agreements attached as Exhibits A, B and C, which Agreements provide for repayment of funds loaned by the City and Agency. o Authorizes the execution and delivery of the Promissory Notes in substantially the form attached to this Resolution, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director, upon advice of the Agency Counsel. The execution of the Promissory Notes shall be deemed conclusive evidence of the Agency's approval of such additions or changes, provided that no such change shall increase the combined amount of the Promissory Notes to an amount greater than $4,901,000, excluding unpaid interest, or provide for an interest rate on the Promissory Notes in excess of 6.00%. The Executive Director is hereby authorized and directed to execute the Promissory Notes for and in the name and on behalf of the Agency. Transfers $3,600,000 from the Downtown Redevelopment Fund to the Shearwater Fund in accordance with terms of Exhibit C and, Appropriates ~I',600,000 from the Shearwater Fund to the City of South San Francisco General Fund as partial payment on an existing debt; and, o Appropriates $1.1 million from the Downtown Redevelopment Fund to satisfy existing interest payment obligations related to an appeal of property tax assessments dating back to the 1992-93 fiscal year. 6. Approves a budget amendment to reflect the above referenced transfers and obligations. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 8th day of January, 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: F:\file cabinet\old. Resol2_00\l-9-03purging.of. records.res.doc Clerk Exhibit A REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - Shearwater Redevelopment Plan Area $3,846,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of Three Million Eight Hundred Forty Six Thousand Dollars ($3,846,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Agency shall make a one time payment of One Million Six Hundred Thousand Dollars upon execution of this Promissory Note. Interest shall accrue on the remaining balance thereafter and be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the Shearwater Redevelopment Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ __ under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. Exhibit A The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor Exhibit B REDEVELOPMENT AGENCYOF THE CITY OF SOUTH SANFRANCISCO PROMISSORY NOTE - Downtown Central-Shearwater Redevelopment Plan Area $3,600,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency"), Shearwater Plan Area, acknowledges itself indebted to and promises to pay the Downtown Central Redevelopment Plan Area ("Downtown Area Plan"), on or before October 1, 2033, the principal sum of Three Million Six Hundred Thousand Dollars ($3,600,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Such payment is to compensate the Downtown Area Plan for its investment in the debt issued to the Shearwater Plan Area under that certain Promissory Note by and between the City of South San Francisco and the Redevelopment Agency of the City of South San Francisco, Shearwater Redevelopment Plan Area dated January __., 2003. Interest shall be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Shearwater Plan Area pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the Shearwater Redevelopment Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund, amounts paid to the City of South San Francisco due under the Promissory Note dated January ,2003, or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ - __ under and by authority of California Exhibit B Health and Safety Code (commencing with Section 33000) and other laws governing the use of Agency funds, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The Agency may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY-On behalf of the Shearwater Redevelopment Plan Area (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED Redevelopment Agency on Behalf of the Downtown Central Plan Area By: Pedro Gonzalez, Chairman Exhibit C REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO $1,055,000 January PROMISSORY NOTE - El Camino Redevelopment Plan Area ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of One Million Fifty- Five Thousand Dollars ($1,055,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Interest shall be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the E1 Camino Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ - __ under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor RESOLUTION NO. REDEVEOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORN~ A RESOLUTION APPROVING LOAN AGREEMENTS BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND REDEVELOPMENT AGENCY, APPROPRIATING FUNDS FOR REPAYMENT OF OBLIGATIONS AND APPROVING BUDGET AMENDMENT 03-13 WHEREAS, the City of South San Francisco, in accordance with California Redevelopment Law, Health and Safety Code Section 33220 et. seq., previously advanced the Redevelopment Agency Three Million Eight Hundred and Forty Six Thousand Dollars to facilitate redevelopment in the Shearwater Plan Area and One Million Fifty-Five Thousand Dollars for redevelopment activities in the E1 Camino Redevelopment Plan Area; and, WHEREAS, the City and Agency now wish to formalize the advance of funds by executing legal documents providing repayment terms for the previously issued debt, including a one time payment of One Million Six Hundred Thousand Dollars, in accordance with the Promissory Notes attached hereto and incorporated herein as Exhibits A and B; and, WHEREAS, the Shearwater and E1 Camino Redevelopment Plan Areas have not generated tax increment revenues sufficient to fully repay the Agency debt; and, WHEREAS, the Downtown Central Plan Area Redevelopment Fund has sufficient revenues to advance payment to the Shearwater Fund so that the City may receive partial payment on the existing debt; and, WHEREAS, the Downtown Central Plan Area has benefited from the redevelopment activities in the Shearwater Plan Area through the joint use of the completed infrastructure improvements, i.e. Oyster Point Widening Project, such project has provided greater access to the Downtown Plan Area generating increased sales tax revenues in the Downtown Area, and the project serves the Downtown Central Plan Area in as much as it transects the Shearwater and Downtown Central areas; and, WHEREAS, the Agency, in order to satisfy the obligations of the Shearwater Plan Area indebtedness, shall loan $3,600,000 from the Downtown Redevelopment Fund to the Shearwater Redevelopment Fund. Such funds shall be repaid as tax increment funds become available in the Shearwater Redevelopment Fund in accordance with the Downtown- Shearwater Redevelopment Fund Promissory Note, attached hereto and incorporated herein as Exhibit C; and, '~eeM WHEREAS,. illion Six Hundred Thousand Dollars shall be deposited into the City's General Fund in partial payment of the aforementioned debt; and, WHEREAS, the Agency received One Million Fifty-Five Thousand Dollars from the City to facilitate redevelopment in the E1 Camino Redevelopment Plan Area by funding a design and feasibility study for the Oak Avenue Extension project and said project is included in the City's Capital Improvement Program; and, WHEREAS, the E1 Camino Redevelopment Plan Fund does not have sufficient revenues to fund construction of the Oak Avenue Extension; and, WHEREAS, the planned improvement benefits the project area, the immediate neighborhood in which the project is located and the adjacent Downtown Redevelopment Plan Area; and, WHEREAS, there are no other reasonable means of financing the planned improvement and the payment of funds for the construction of the project will assist in the elimination of one or more blighting conditions within the project area and is consistent with the implementation plan adopted pursuant to California Health & Safety Code Section 33490; and, WHEREAS, as a result of a property tax assessment dispute, the Agency is required to pay an estimated One Million One Hundred Thousand Dollars to satisfy its interest obligation and desires to pay its interest obligation from monies in the Downtown Redevelopment Fund. NOW, TH~EREFORE, BE IT RESOLVED that the Redevelopment Agency of the City of South San Francisco hereby: Approves the Agreements attached as Exhibits A, B and C, which Agreements provide for repayment of funds loaned by the City and Agency. Authorizes the execution and delivery of the Promissory Notes in substantially the form attached to this Resolution, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director, upon advice of the Agency Counsel. The execution of the Promissory Notes shall be deemed conclusive evidence of the Agency's approval of such additions or changes, provided that no such change shall increase the combined amount of the Promissory Notes to an amount greater than $4,901,000, excluding unpaid interest, or provide for an interest rate on the Promissory Notes in excess of 6.00%. The Executive Director is hereby authorized and directed to execute the Promissory Notes for and in the name and on behalf of the Agency. o Transfers $3,600,000 from the Downtown Redevelopment Fund to the Shearwater Fund in accordance with terms of Exhibit C and, o Appropriates $1,600,000 from the Shearwater Fund to the City of South San Francisco General Fund as partial payment on an existing debt; and, Appropriates $1.1 million from the Downtown Redevelopment Fund to satisfy existing interest payment obligations related to an appeal of property tax assessments dating back to the 1992-93 fiscal year. Approves a budget amendment to reflect the above referenced transfers and obligations. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the ~ day of ,2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Clerk F:\file cabinetXold. Reso 12_00\l-9-03purging.of. records.res.doc EXHIBIT A REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - Shearwater Redevelopment Plan Area $3,846,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of Three Million Eight Hundred Forty Six Thousand Dollars ($3,846,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Agency shall make a one time payment of One Million Six Hundred Thousand Dollars upon execution of this Promissory Note. Interest shall accrue on the remaining balance thereafter and be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the Shearwater Redevelopment Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ __ under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor EXHIBIT B REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - El Camino Redevelopment Plan Area $1,055,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of One Million Fifty- Five Thousand Dollars ($1,055,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Interest shall be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the E1 Camino Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ - __ under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor EXHIBIT C REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - Downtown Central-Shearwater Redevelopment Plan Area $3,600,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency"), Shearwater Plan Area, acknowledges itself indebted to and promises to pay the Downtown Central Redevelopment Plan Area ("Downtown Area Plan"), on or before October 1, 2033, the principal sum of Three Million Six Hundred Thousand Dollars ($3,600,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Such payment is to compensate the Downtown Area Plan for its investment in the debt issued to the Shearwater Plan Area under that certain Promissory Note by and between the City of South San Francisco and the Redevelopment Agency of the City of South San Francisco, Shearwater Redevelopment Plan Area dated January ,2003. Interest shall be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Shearwater Plan Area pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the Shearwater Redevelopment Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund, amounts paid to the City of South San Francisco due under the Promissory Note dated January ,2003, or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ __ under and by authority of California Health and Safety Code (commencing with Section 33000) and other laws governing the use of Agency funds, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The Agency may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY-On behalf of the Shearwater Redevelopment Plan Area (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED Redevelopment Agency on Behalf of the Downtown Central Plan Area By: Pedro Gonzalez, Chairman RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING LOAN AGREEMENTS BE]WVEEN THE CITY AND THE REDEVELOPMENT AGENCY OF SOUTH SAN FRANCISCO, AUTHORIZING THE ACCEPTANCE OF A PARTIAL PAYMENT AND AMENDING THE 2002/2003 OPERATING BUDGET (No. 03-14) WHEREAS, the City of South San Francisco ("City") has advanced funds to the Redevelopment Agency of the City of South San Francisco ("Agency") to facilitate redevelopment within and to the benefit of the Shearwater and El Camino Redevelopment Plan areas, including areas adjacent thereto, and wishes to formalize the advance of said funds; and, WHEREAS, the Shearwater Redevelopment Plan Area received Three Million Eight Hundred and Forty-Six Thousand Dollars to fund construction of the Oyster Point Widening Project and other redevelopment activities in the Plan Area; and, WHEREAS, the E1 Camino Plan Area received One Million Fifty Five Thousand Dollars to fund capital improvement projects in the Plan Area; and, WHEREAS, the Shearwater Promissory Note, attached hereto and incorporated herein as Exhibit A, sets forth the payment terms for the Shearwater Redevelopment Plan Area debt and provides for an initial payment o~illion Six Hundred Thousand Dollars; and, WHEREAS, the E1 Camino Promissory Note, attached hereto and incorporated herein as Exhibit B, sets forth the debt obligation of the El Camino Redevelopment Plan Area; and, WHEREAS, California Health and Safety Code Section 33640 requires the Agency obtain the approval of the City Council prior to execution and delivery of the Promissory Notes; and, WHEREAS, the City Council hereby finds that the Promissory Notes are in the public interests of the City and Agency. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the Promissory Notes, accepts $1,600,000 as partial payment on the loan authorized under Exhibit A and amends the City's 2002/2003 Operating Budget (No. 03-14). NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Mayor is hereby authorized to execute the Promissory Notes on behalf of the City. AYES: I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 8th day of January, 2003 by the following vote: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk FAfile cabinet\CurrentR eso ' s\9-12cal.state.hbrary.grant.res.doc' Exhibit A REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - Shearwater Redevelopment Plan Area $3,846,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of Three Million Eight Hundred Forty Six Thousand Dollars ($3,846,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Agency shall make a one time payment of One Million Six Hundred Thousand Dollars upon execution of this Promissory Note. Interest shall accrue on the remaining balance thereafter and be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the Shearwater Redevelopment Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ __ under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. Exhibit A The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor Exhibit B Health and Safety Code (commencing with Section 33000) and other laws governing the use of Agency funds, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The Agency may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY-On behalf of the Shearwater Redevelopment Plan Area (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED Redevelopment Agency on Behalf of the Downtown Central Plan Area By: Pedro Gonzalez, Chairman RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING LOAN AGREEMENTS BETWEEN THE CITY AND THE REDEVELOPMENT AGENCY OF SOUTH SAN FRANCISCO, AUTHORIZING THE ACCEPTANCE OF A PARTIAL PAYMENT AND AMENDING THE 2002~2003 OPERATING BUDGET (No. 03-14) WHEREAS, the City of South San Francisco ("City") has advanced funds to the Redevelopment Agency of the City of South San Francisco ("Agency") to facilitate redevelopment within and to the benefit of the Shearwater and E1 Camino Redevelopment Plan areas, including areas adjacent thereto, and wishes to formalize the advance of said funds; and, WHEREAS, the Shearwater Redevelopment Plan Area received Three Milton Eight Hundred and Forty-Six Thousand Dollars to fund construction of the Oyster Point Widening Project and other redevelopment activities in the Plan Area; and, WHEREAS, the E1 Camino Plan Area received One Million Fifty Five Thousand Dollars to fund capital improvement projects in the Plan Area; and, WHEREAS, the Shearwater Promissory Note, attached hereto and incorporated herein as Exhibit A, sets forth the payment terms for the Shearwater Redevelopment Plan Area debt and provides for an initial payment of One Million Six Hundred Thousand Dollars; and, WHEREAS, the E1 Camino Promissory Note, attached hereto and incorporated herein as Exhibit B, sets forth the debt obligation of the E1 Camino Redevelopment Plan Area; and, WHEREAS, California Health and Safety Code Section 33640 requires the Agency obtain the approval of the City Council prior to execution and delivery of the Promissory Notes; and, WHEREAS, the City Council hereby finds that the Promissory Notes are in the public interests of the City and Agency. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the Promissory Notes, accepts $1,600,000 as partial payment on the loan authorized under Exhibit A and amends the City's 2002/2003 Operating Budget (No. 03-14). NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Mayor is hereby authorized to execute the Promissory Notes on behalf of the City. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the day of ,2003 by the following vote: AYES' NOES: ABSTAIN: ABSENT: ATTEST: FSfile cabinet\Current Reso's\9-12cal.state.library.grant.res.doc City Clerk EXHIBIT A REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - Shearwater Redevelopment Plan Area $3,846,000 January ,2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of Three Million Eight Hundred Forty Six Thousand Dollars ($3,846,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Agency shall make a one time payment of One Million Six Hundred Thousand Dollars upon execution of this Promissory Note. Interest shall accrue on the remaining balance thereafter and be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the Shearwater Redevelopment Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor EXHIBIT B REDEVELOPMENT AGENCY OF THE CiTY OF SOUTH SAN FRANCISCO PROMISSORY NOTE - El Camino Redevelopment Plan Area $1,055,000 January __., 2003 FOR VALUE RECEIVED, the Redevelopment Agency of the City of South San Francisco (the "Agency") acknowledges itself indebted to and promises to pay the City of South San Francisco ("City"), on or before October 1, 2033, the principal sum of One Million Fifty- Five Thousand Dollars ($1,055,000.00) in lawful money of the United States of America, together with interest thereon, including interest on unpaid interest, at the rate of 6%. Interest shall be paid annually on December 1st of each year and principal shall be paid on December 1st each year amortized in a manner that will provide level debt service. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Agency hereby pledges to the repayment of amounts owing under this Promissory Note all tax increment revenue received by the Agency from the E1 Camino Plan Area, other than amounts required to be deposited in the Agency's 20% Low and Moderate Income Housing Fund or to be paid to other taxing entities (unless such payments are subordinated to the payment of this Promissory Note or other debt of the Agency). It is hereby certified, recited and declared that this Promissory Note is made, executed and given pursuant to authority of Resolution __ __ under and by authority of Article 5 of Chapter 6 of Part I of Division 24 of Title 1 of the California Health and Safety Code (commencing with Section 33640), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Promissory Note have existed, happened and been performed in regular and due time, form and manner as required by law. The City may assign its interest in this Promissory Note to a trustee or fiscal agent in connection with the issuance of lease revenue bonds or the delivery of certificates of participation. This Promissory Note is subject to prepayment, in whole or in part, on any date. IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San Francisco has caused this Promissory Note to be executed by its Executive Director on this __ day of January 2003. CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY (Agency) Michael A. Wilson. Executive Director ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: Steven T. Mattas, Agency Counsel ACCEPTED CITY OF SOUTH SAN FRANCISCO By: Pedro Gonzalez, Mayor