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HomeMy WebLinkAbout4/28/2009 - Adopted Board RecordsATA REGULAR MEETING GF THE BGARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRA'f ION CENTER ON TUESDAY, APRIL 28, 2449 RESOLUTION 042809-~ OPPOSING KERR LAKE REGIONAL 1NATER SYSTEM'S REQUEST TO INCREASE THEIR AUTHORIZED TRANSFER OF WATER FROM 'SHE ROANOKE RIVER BASIN ~KERR LAKES TO THE TAR AND FISHING CREEK RIVER BASINS, FROM THE CURRENT ~0 MGD TO 24 MGD, AS WELL AS THEIR REQUEST FOR AN ADDITIONAL 2.4 MGD TRANSFER FROM THE ROANOKE RIVER BASIN TO THE NEUSE RIVER BASIN WHEREAS, the Kerr Lake Regional Water System, herein referred to as KLRWS, on February 18, 2009, submitted a Notice of Intent to Request an Interbasin Transfer (IBT) Certificate to the Environmental Management Commission to increase their authorized transfer of water from the Roanoke River Basin Kerr Lake} to the Tar and Fishing Creek River Basin, from the current 10 MGD to 24 MGD, and additionally requested a 2.4 MGD transferfrom the Roanoke River Basin to the Neuse River Basin; and WHEREAS, the Virgir~ia State Water Control Board's Local and Regional Water Supply Planning Regulation (9 VAC 25-780) requires that all localities in Virginia develop water supply plans to be completed by November 2011; and WHEREAS, the coN~inties of Bedford, Botetourt, Franklin, and Roanoke; the cities of Bedford, Roanoke, and Salem and the towns of Boones Mill, Buchanan, Fincastle, Rocky Mount, Troutville, and Vinton are participating in the Greater Roanoke Regional WaterSupply Plan to be completed and approved in 2010; and WHEREAS, Virginia's Local and Regional Water Supply Planning Regulation ~9 VAC 25-180} requires development of future water demand projections through 2050 and possible alternatives to meet projected future demands in all approved water supply plans; and 1 WHEREAS, water demand projections from the Greater Roanoke Regional Water Supply Plan, as well as previous water studies and plans, indicate possible future water supply deficits at the local and regional levels; and WHEREAS, potential water supply alternatives identified to meet projected future water demand include sources within the Roanoke River Basin, s~~ch as the Roanoke River and tributaries, and Smith Mountain Lake; and WHEREAS, the Roanoke Valley-Alleghany Regional Commission, local governments, and other water supply planning partners have expressed concern that any additional withdrawal from the Roanoke River Basin for use outside of the Roanoke River watershed, as proposed by the KLRWS, could limit upstream withdrawals in the future, thereby limiting the region's ability to meet future water supply demand and address projected deficits. N+4W, THEREFORE, BE IT RESGLVED, that the Board of Supervisors of Roanoke County, Virginia, opposes the Kerr Lake Regional Water System's request to increase their authorized transfer of water from the Roanoke River Basin Kerr Lake} to the Tar and Fishing Creek River Basins, from the current 10 MGD to 24 MGD, as well as their request for an additional 2.4 MGD transfer from the Roanoke River Basin to the Neuse River Basin. 4n motion of Supervisor Flora to adopt the resolution opposing the request, and carried by the following recorded vote: AYES: Supervisors Moore, Church, Flora, McNamara, Altizer NAYS: None 2 A CGPY TESTE: Brenda J. olton, CMC Deputy Clerk to the Board c: Kerr Lake Regional Vllater System IBT Comments, Attention Kecia Lucas Wayne G. Strickland, Executive Director, Roanoke Valley-Alleghany Regional Commission North Carolina Department of Environment and Natural Resources Virginia Association of Counties Roanoke River Basin Association Dan River Basin Association James Ervin, Rocky Mount Town Manager Paul Mahoney, Roanoke County Attorney 3 ATA REGULAR MEETING GF THE BOARD GF SUPERVISGRS OF RGANGKE COUNTY, VIRGINIA, HELD AT THE RGANOKE COUNTY ADMINISTRA"I"IGN CENTER, TUESDAY, APRIL 28, 2009 GRDINANCE 042809-2 AU'~HGRIZING CGNVEYANCE GF AN EASEMENT TG WESTERN VIRGINIA WATER AUTHGRITY FGR A WATER LINE ACRGSS PRGPERTY GWNED BY THE BGARD GF SUPERVISGRS AT THE RGANGKE CGUNTY FLEET SERVICES BUILDING, HGLLINS MAGISTERIAL DISTRICT WHEREAS, Roanoke County is in the process of constructing a Fleet Services Building located on Hollins Road; and WHEREAS, the Western Virginia Water Authority ~WVWA} requires aright-of-way and easement for underground water line on the County's property to provide water service to the site as shown on the plat entitled "PLAT SHOWING RESERVE AREAS AND WATERLINE EASEMENT FOR TRACT 1 (9.179 AC.) (PLAT INSTUMENT #200802243) PROPERTY GF BOARD OF SUPERVISORS, RGANGKE COUNTY, VIRGINIA, SITUATED ALONG HGLLINS ROAD, HGLLINS MAGISTERIAL DISTRICT, RGANGKE, VIRGINIA", dated April 18, 2008; and WHEREAS, the proposed right-of way will serve the interests of the public and is necessary for the public health, safety, and welfare of the citizens of Roanoke County. THEREFQRE, BE IT QRDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That pursuant to the provisions of Section 18.04 of the Roanoke County Charter, the acquisition and disposition of real estate can be authorized only by ordinance. A first reading of this ordinance was held on April 14, 2009, and a second reading was held on April 28, 2009. 2. That pursuant to the provisions of Section 16.01 of the Roanoke County Charter, the interest in real estate to be conveyed is hereby declared to be surplus, and is 1 hereby made available for other public uses by conveyance to WVWA for the provision of water service in connection with Roanoke County's Fleet Services Building. 3. what donation to VvVWA of an easement and right-of way for an underground water line and related improvements, within the easementarea designated on the above- mentioned map, on the County's property Tax Map No.39.05-2-4} to provide water service to the Fleet Services Building is hereby authorized and approved. 4. ~f hat the County Administrator, or any Assistant County Administrator, is hereby authorized to execute such documents and take such further actions as may be necessary to accomplish this conveyance, all of which shall be on form approved by the County Attorney. 5. "that this ordinance shall be effective on and from the date of its adoption, Gn motion of Supervisor McNamara to adopt the resolution, and carried by the following recorded vote: AYES: Supervisors Moore, Church, Flora, McNamara, Alt'rzer NAYS; None A CGPY TESTE; Brenda J. Hol on, CMC Deputy Clerk to the Board c; Arnold Covey, Director, Community Development Tarek Moneir, Deputy Director, Development Services Philip Thompson, Deputy Director, Planning Paul Mahoney, County Attorney Anne Marie Green, Director, General Services 2 wo7~~lN~oswm~uvw:7,vw•~ 9L61I YINI'~iilA'~ao+rraa 5~~6-lll IOISI ~XY~ 69401 1iQB'Q'd ~I~rrLl {oFSI ~1Ns~ld MS'ann~~hvr~+Ql~19-~MIB x491 pp~ M+~ on tnt ~y ~ e $~ rrj ~- ~..... I } _ a,,~ ~-~ ~ ~~ ~ ~ ~r ^ ~. ~~ ~ , r,~ ~~ ~~Iw~ ~~~r~~ 4~ ~ u ~ ~ ~~ ~N~ I ~ ~b~ p ~ ~ i 44" ~ ~bW ~~~ 6 ~ ~ i 4p~ 4r o ~ f ~ W ~ ~ `~ I ~~ ,,, o _,,_ ,. ~ ~,. ~~ ~~ 6 ' ~~ ~ t ~ 6 ~~ .. . .. .~.. ~ o ~, ~r~~M~. w w ~J v i ' ~ 1 O ~N ~ 6~ a ,., ~; ., ~ ~..~! • ~.. ~ h 'e I~ ~~ ~ I Y[Nl~b1J1 `3~iDNYO~ S~~Nh1Yr[d~0~~l~~lIS~33~I1~H3 '~'d 'SLY 1~5Sb u~QS~n'1 ~, • ~~~ •...,....~.. ,~i 1 ~ ~ ~~ M ~ ~. ~ ~ w M ~ . ig~ ~ ~ ~ ^. ~, ~ ,r ~~ ~ ~ ~ ~, >« ~ ~ : ~ ~ ~ ~ ~ ~ ~C ~ ~i~ a s I iiai ~~~u+•~o+~4fis10 ~ ~e ~~Q~ ~~ b~ ~~~ ~ ~ ~ .~ ~~ ~ ~~~ M~ V ~ ~b 1 1 ~ ~ ~ ~ ~ ~~r~ ~~ ~ tl , ~ ~ ~ ~ ~~~ •~L~_ y ~ w *x II r~ ,~ ~~ z~r ` „~ V ~ ~~~ ~ Nk1 q 8 ~ '( S ~ ~ ~~~~ ~~ V v ~ ~ ~' }~ ya ~ ~~ .i9~~a~ ~ 3.dt,talY 5 u ~ ~~~ ~ ~~ ~ ~~M ~ ~~ ~~ ~ ~* ~ ~~~ ~~ AOt ^.! =rnrrt ~ r AODZ'BI k~V i;.o ~~ ~ w~ ?~ ~~ w~* O~ ~~ V 4 W ~ O r~ '"'~ ~ ~ .~ ! l7 . hn ~y y ~+l f ' ~ "~+ t 0 ~ ~N ~~ • ~ ~ ~ ~~ v~Q3~~~~ ~ ~ ~,~ ~3~w~~~ ~" ~ a ~ f. W ~~~ p O .~ ~zi~~~~"V ~~ ~ ~~ ~, O ~ ~ iQ ~ z~$ . ~5 o~n4 ~~~ ~~ ~z ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ o ~ ~ ~ ,~~~ a~ ~o ~ ° S °~ J " ~+NO ~ .4 y'~° 3 ~~~ ~- M F N ~8 v ~~ ._ a a ~ a~ " ~~~ ~ ~ ~~~ ~~~ w ~~ ~~~~~~~~ 4 p e ~a~ aet~ ~ ~ ~~~y r~~Q lgg~~~ ~ ~~ 8 6e66 1LEl~~'i~ ~~~~ Bn7~:j~~4 ~~~s~~~~~~~~~~~ ATA REGULAR MEETING aF `rHE BGARD GF SUPERVISGRS OF RGANGKE CGUNTY, VIRGINIA, HELD AT THE ROAN4KE CGUNTY ADMINISTRAI"ION CENTER, TUESDAY, APRIL 28, 2449 GRDINANCE 442H49-3 AU'~HORIZING CONVEYANCE OF AN EASEMENT TD THE APPALACHIAN POWER COMPANY FAR ELECTRICAL SERVICE TG A RESIDENCE 4N WESTWARD LAKE DRIVE, A PAPER STREET, IN THE CATAWBA MAGISTERIAL DISTRICT WHEREAS, Appalachian Power Company ~AEP} desires to provide electric utility service by an underground electric line to a new residence located on a portion of Westward Lake Drive which was dedicated to public use in Plat Book 3, page 87, in ~rhe Clerk's Gffice of the Circuit Court for the County o~f Roanoke, Virginia; and WHEREAS, the portion of Westward Lake Drive where this electric line will be located has not been accepted into the state Secondary Road System and therefore remains a "paper street" under the ownership and control of Roanoke County; and WHEREAS, Appalachian Power Company ~AEP} requires aright-of-way and easement from Roanoke County for their underground electric line on the County's property to provide electric service to the site, Tax Parcel, # 054.02-05-51, as shown on the plat entitled "PRGPGSED RIGHT GF WAY QN THE PRGPERTY OF BGARD GF SUPERVISGRS, RDANGKE COI~INTY, VIRGINIA,", dated 312712009; and WHEREAS, the proposed easement will serve the interests of the public and is necessary for the public health, safety, and welfare of the citizens of Roanoke County. THEREFGRE, BE IT GRDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That pursuant to the provisions of Section 18.04 of the Roanoke County Charter, the acquisition and disposition of real estate can be authorized only by ordinance. A first reading of this ordinance was held on April 14, 2409, and a second reading was held on April 28, 2009. 2. "that pursuant to the provisions of Section 16.01 of the Roanoke Co~inty Charter, the interest in real estateto be conveyed is herebydeclared to be surplus, and is hereby made available for other public uses by conveyance to Appalachian Power Company (AEP) for the provision of electric service to a residence in the Catawba Magisterial District of Roanoke County. 3. "that donation to (AEP) of an easement and right-of-way for an underground electric lineand related irriprovementswithintheeasementareadesignated ontheabove- mentioned map for utility service to property owners, designated as Tax Map No. 054.02- 05-51, is hereby authorized and approved. 4. ~fhat the County Administrator, or any Assistant County Administrator, is hereby authorized to execute such documents and take such further actions as may be necessary to accomplish tf"~is conveyance, all of which shall be on form approved by the County Attorney. 5. "that this ordinance shall be effective on and from the date of its adoption. ~n motion of Supervisor Church to adopt the ordinance, and carried by the following recorded vote: AYES: Supervisors Moore, Church, Flora, McNamara, Altizer NAYS: None A COPY TESTE: Brenda J. Ho on, CMC Deputy Clerk to the Board 2 c: Arnold Covey, Director, Community Development Tarek Moneir, Deputy Director, Development Services Philip Thompson, Deputy Director, Planning Paul Mahoney, County Attorney 3 PROPOSED RIGHT OF WAY N _ _ _ _ ~ _ _ . PROROSED NEW UNDER4ROUND LINE -- -- _ -EXISTING OVERHEAD l1NE ~awoKE cauNTY, vROiNu T.O. ~600D MAR S~OI'14N 3]904~49C1 APAALACHUW PO~YVER COMPANY cwwui~vN~aor+#aN~ owmicr-Aa+wor~oou~lrr,+raa~w~ PRGPG5ED RIGHT OF wAY ON THE PRGP~RTY~F ~Q~RD QF 511R~R1!lS~RS QF RQANQKE ~4UN1Y,1/IRGINIA a+~, rrr: LMA o-iiE: 3~712~Q9 weer: CPH x~crE: N~hl~ s~~r., ~ o~ ~ aR~w+~a No. ~- ~ ~~~ ATA REGULAR MEETING CAF THE BGARD GF SUPERVISGRS GF RGANGKE CGUNTY, VIRGINIA, HELD AT THE RGANGKE CGUNTY ADMINISTRATIGN CEN~rER GN TUESDAY, APRIL 28, 2009 GRDINANGE 042509-4 ESTABLISHING A TRUST FOR THE PURPGSE OF ACCUMULATING AND INVESTING ASSETS TO FUND P4ST- EMPL~YMENT BENEFITS OTHER 'KHAN PENSIONS WHEREAS, the Board of Supervisors of Roanoke County, Virginia therein the "Board"} intends to establish a trust, trusts, or equivalent arrangements for the purpose of accumulating and investing assets to fund post-employment benefits other than pensions in accordance with section 15.2-1544 of the Virginia Code; and, WHEREAS, Section 15.2-1500 of the Virginia Code provides, ire part, that every locality shall provide for all the governmental functions of the locality, including, without limitation, the organization of all departments, offices, boards, commissions and agencies of government, and the organizational structure thereof, which are necessary and the employment of the officers and other employees needed to carry o~~t the functions of government; and WHEREAS, in connection with the employment of the officers and other employees needed to carry out the functions of government, the County of Roanoke therein the "County"} has established certain plans to provide post-employment benefits other than pensions therein "ether Post-Employment Benefits"}, as defined in Section 15.2-1545 of the Virginia Code, to individuals who have terminated their service to the County of Roanoke and to the beneficiaries of such individuals; and WHEREAS, Article 8, Chapter 15, Subtitle II of Title 15,2 of the Virginia Code (§§ 15.2-1544 et seq.) provides that the governing body of a County may establish a trust for the purpose of accumulating and investing assets to fund Other Past- Employment Benefits; and WHEREAS, the Board may permit the Roanoke Coi~inty School Board to participate in any trust established by it for the purpose of accumulating and investing assets to fund Other Post-Employment Bene~rits, and such participation may be evidenced by a separate agreement with the Roanoke County School Board; and, WHEREAS, the Board may permit the Roanoke Valley Resource Authority to participate in any trust established by it for the purpose of accumulating and investing assets to fund Other Post-Employment Benefits, and such participation may be evidenced by a separate agreement with the Authority; and, WHEREAS, Section 15.2-130 of the Virginia Code provides that any power, privilege or authority exercised ar capable of exercise by any political subdivision of the Commonwealth of Virginia may be exercised and enjoyed jointly with any other political subdivision of the Commonwealth having a similar power, privilege or authority pursuant to agreements with one another for joint action pursuant to the provisions of that section; and WHEREAS, any two or more political subdivisions may enter into agreements with one another for joint action pursuant to the provisions of Section 15.2-134 of the Virginia Code provided that the participating political subdivisions shall approve such agreement before the agreement may enter into force; and WHEREAS, numerous localities in the Commonwealth of Virginia have determined to jointly establish and participate in the Virginia Pooled 4PEB Trust Fund the "Trust Fund"}for each such locality; and 2 WHEREAS, it appearing to the Board of Supervisors of the County of Roanoke that it is otherwise in the best interests of the County to become a participating employer in the Trust Fund; and, WHEREAS, the first reading of triis ordinance was held on April 14, 2009, and the second reading and public hearing on this ordinance was held on April 28, 2009. BE IT ORDAINED BY THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, AS FOLLOWS: § 1 That the County does hereby establish a trust pursuant to Section 15.2- 1544 of the Virginia Code for the purpose of accumulating and investing assets to fund Other Post-Employment Benefits, in the form set forth in the Virginia Pooled OPEB Trust Fund Agreement the "Agreement"y, a copy of which is attached here as Exhibit A. § 2 That the County Administrator is hereby authorized to execute on behalf of the County an agreement(s) with the Roanoke County School Board and/or the Roanoke Valley Resource Authority permitting it~them~ to participate in any trust, trusts or equivalent arrangements for the purpose of accumulating and investing assets to fund post-employment benefits other than pensions in accordance with section 15.2- ~ 544 of the Virginia Cade. Separate accounts will be established for each participating entity. § 3 That the County does hereby agree to become a "Participating Employer" in the "Virginia Pooled OPEB Trust Fund" thereinafter, the "Trust Fund"~, as further defined in the Agreement. § 4 That the County does hereby appoint the following individuals to the local finance board and for the terms of office pursuant to Section 15.2-1541 of the Virginia 3 Code to serve as the trustee of the County with respect to the Trust Fund, and as the "Local Finance Board" as defined in the Agreement: Kevin Hutchins Diane Hyatt Rebecca Owens Paul M. Mahoney The finance board shall be composed of at least three members who shall include the chief financial officer of the County, the treasurer of the County, and at least one other additional person who shall be a citizen of the Commonwealth with proven integrity, business ability, and demonstrated experience in cash management and in investments. The finance board may be expanded by the Board of Supervisors to provide representation for any other political subdivision that may, in the future, agree to participate in the Trust Fund with the County. Subsequent appointments to the finance board may be made by resolution adopted by the Board of Supervisors. § 5 "that the County does hereby direct the Local Finance Board to execute and deliver the Trust Joinder Agreement for Participating Employers under Virginia Pooled OPEB Trust Fund ~"Trust Joinder Agreement"}, a copy of which is attached hereto as Exhibit B. § 6 That the County does hereby designate the following benefits provided to individuals who have terminated their service to the County and to the dependents of such individuals as Other Post-Employment Benefits: 4 Retiree Health Insurance Benefits § 7 That this ordinance shall be in force and effect immediately upon its adoption. Exhibits: Virginia Pooled ~PEB Trust Fund Agreement ~"Exhibit A"} Trust Joinder Agreement for Participating Employers under Virginia Pooled ~PEB Trust Fund ~"Exhibit B"} ~n motion of Supervisor McNamara to adopt the ordinance, and carried by the following recorded vote: AYES: Supervisors Moore, Church, Flora, McNamara, Altizer NAYS: None A COPY TESTE: \l, ~~ Brenda J. Holton, CMC Deputy Clerk to the Board C: Kevin Hutchins, Treasurer Diane Hyatt, Chief Financial officer Rebecca Owens, Director of Finance Paul M. Mahoney, County Attorney 5 Exhibit A VIRGIl~IA POOLEB OPEB TRUST FU1~T~ AGREE~IE~T` THIS AGREEN~NT the "Agreement"}, made by and between the Participating Employers and their Focal Finance Boards wha execute Trust Joinder Agreements to participate in the Virginia Pooled OPEB Trust Fund, and the individuals Warned as Trustees pursuant to Season 14G hereof and their successors the i`Board of Trustees"}, The Pard.cipaxing Employers and their Local Finance Boards hereby establish with the Board of Tr~tees, and the Board of Trustees hereby accept, under the terms of this Agreement, a trust for the purpose of accumulating and investing assets to fund past~employment benefits other than pensions as provided in Article 8, Chapter 15, Subtitle II of Tine 15.2 of the Virginia Code ~§~ 15.2-1544 e~ seq.} to beheld for the purposes set forth herein. WIT~ESSETH: WHEREAS, Section 15.2-1500 of the Virginia Code provides, in part, that every locality shall provide for all the governmental functions of the locality, including, without limitation, the organization of all departments, off ces, boards, commissions and agencies of government, and the organizational structure thereof, which are necessary and the employment of the officers and other employees needed to carry out the functions of government; and WHEREAS, in connection with the employment of the officers and other employees needed to carry out the functions of government, a locality may establish certain plans to provide post-employment benefits other than pensions preferred to hereinafter as `Other Post- Employment Benef is"}, as defined in Section 15.2-1545 of the Virginia Code, to individuals who have terminated their service to the locality and to the dependents of such individuals; and W~REAS, Article S, Chapter I5, Subtitle II of Title 15.2 of the Virginia Code ~§~ 15.2-1544 et seq.} provides that the governing body of a city, county, or town, school district or the governing body of any other political subdivision that is appointed by a city, county, or town, if so authorized, may establish a trust, trusts, or equivalent arrangements for the purpose of accumulating and investing assets to fund Other Post-Employment Benefits; and WHEREAS, Section 15.2-1300 of the Virginia Code provides that any power, privilege or authority exercised or capable of exercise by any political subdivision of the Commonwealth of Virginia may be exercised and enjoyed jointly with any other political subdivision of the Commonwealth having a similar power, privilege or authority pursuant to agreements with one another for joint action pursuant to the provisions of that section; and WHEREAS, the County of Fairfax and the County of Henrico have adopted ordinances approving participation in the Virginia Pooled OPEB Trust Fund for each such locality; and WHEREAS, the Participating Employers and their Local Finance Boards and the Board of Trustees of the Virginia Pooled OPEB Trust Fund therein referred to as the "Trust Fund"} hereby establish a trust for the purpose of accumulating and investing assets to fund Uther Past- ~~ Employment Benefits for Participating Employers; and '~ wH~REAS, the parties intend that the Trust Fund hereby established, when taken together with the plans providing ether Past~Employment Benefits, shall constitute a `voluntary employees' beneficiary association" under Section So 1 ~c~~9~ and atax-exempt goverrunental trust under Section 11 S of the Internal Revenue Cade of 1986, as amended; Now, THERE~~R~, the pard.es hereto mutually agree as follows: PAR'S 1- GENE~4L PR~VISI~NS Section 1 Do. APPLICATION. The provisions of Part 1 are general administra~.ve provisions applicable to each Part of this Agreement and provisions applicable to the Board of Trustees. Section 101. DEF]NITI~NS. The following defuvtions shall apply to this Agreement, unless the context of the term indicates otherwise, and shall govern the interpretation of this Agreement: A. Administrator. The term "Admuv.strator" means the Virginia Laca1 Government Finance Corporation ~dlbla "VMLIVACo Finance Program"~ or any successor designated by the ~ Board of Trustees, with the consent of the Virginia Association of Counties and Virginia ` Municipal League, to administer the Trust Fund. ' B. Benefici .The term "Beneficiary' means a person designated by an Employee, in accordance with the terms of a Plan, to be entitled to benefits under such Plan, and where the context requires, includes a dependent of the Employee. C. ~ Cade. The tern "Code" means the Internal Revenue Code of 1986, as amended, and, as relevant in Context, the Internal Revenue Code of ~ 9~4, as amended. D. Custodian. The term "Custodian" means the banks, mutual funds, insurance companies or other qualified entities selected by the Board of Trustees, under a separate written document with each to hold the assets of the Trust Fund. E. Effective Date. The term "Effective Date" means the date Coinciding with the last to occur of each of the following events: ~i}passage of an ordinance by each of the Counties of Fairfax and Henrico approving such Counties as Participating Employers in the Trust Fund; iii} execution by the Local Finance Boards of the Counties of Fairfax and Henrico of the Trust Joinder Agreement; viii} execution of this Agreement by all members of the initial Board of Trustees and the Administrator; and Div} any contribution of cash to the Trust by a Participating Employer. 2 F. Em la ee. The term "Employee" means the employees and officials, if applicable, of an Employer, and where the context requires, includes former Employees who have terminated service with an Employer. G. Em to er. The term "Employer" means ~i) the governing body of any county, city, ar town within the State, ~ll~ the governing body of any other political subdivision within the State authorized to establish a trust under Section 15.2-1544 of the Virginia Code by the governing body of any county, city, or town that appointed in whole or in part such governing body, or viii) any appointed ar elected school board withva the State. H. Fiscal Year. The first fiscal year of the Trust Fund shall be a short fiscal year beginning on the Effective late of this Agreement and ending on June 30, 2005. Each subsequent fiscal year of the Trust Fund shall begin on the first day of July and end on the thirtieth day of June. ~, lrrivestment Policy. The term "lrnvestment Policy" means the Virginia Pooled CPEB Trust Fund ~rivestment Policy, as established by the Board of Trustees, as amended from ti~xne to time. J. Local Finance Board. The term "Local Finance Board" means the f nonce board, or any retirement board or deferred compensation board appointed by the governing body of a Participating Employer to serve as the trustee of such Participating Employer with respect to the Trust Fund, in accordance with Section 15.2-1547 of the Virginia Code, by execution of the Trust Joinder Agreement. Each Local Finance Board shall be the trustee and representative of its Participating Employer for purposes of this Agreement and shall vote the beneficial interest of such Participating Employer in the Trust Fund, as prescribed in Part 3 of this Agreement, K. other Post-ErnploYment Benef ts. The term "Other Post-Employment Benefits" means any and all post-employment benefits other than pensions, including but not limited to medical, dental, vision, disability and life insurance which may be provided to Employees and Beneficiaries, as may be provided under Plans of Participating Employers. L. Participating Employer. The term "Participating Employer" means an Employer ~~hose governing body has passed an ordinance or resolution to participate in the Trust Fund, and whose Local Finance Board, serving as the trustee of such Employer in accordance with Section 15.2-1547 of the Virginia Code, executes a Trust Joinder Agreement, as provided in Section 301 hereof. M. Plan. The term "Plan" means the plan or plans established to provide Other Post-Employment Benefits, which are maintained by Participating Employers pursuant to any applicable statute, regulation, ordinance, resolution, plan, program, policy, agreement, understanding or other arrangement for the benefit of Employees and their Benef ciaries. N. State. The term "State" means the Commonwealth of Virginia. 3 ~. Trost Fund. The term "Trust Fund" means the Virginia Pooled OPEB Trust Fund, ~' comprised of all of the assets set aside hereunder far the purpose of accumulating and investing assets to fund ether Post-Employment Benefits. P. Trust Joinder Agreement. The term "Trust Joinder Agreement" means the agreement, in the farm a~a.ched hereto as Exhibit A, pursuant to which the Local Finance Board joins in the Trust Fund, as the trustee of such Participating Employer, and agrees to be bound by the terms and conditions of the Virginia Pooled ~PEB Trust Fund Agreement, as provided in Section 301 hereof. ~. Tru+. The term "Trustees" means the individuals who serve on the Board of Trustees of the Trust Fund pursuant to Section lOG hereof and their successors. R. V"~r~inia Code. The term "Virginia Code" means the laws embraced in the titles, chapters, articles and sections designated and cited as the "Code of Virginia," under the laws of the State. Section 102. GENERAL DUTIES AND MEETINGS CF THE BOARD CF TRUSTEES. A. General Duties. The Board of Trustees and each Investment Manager appointed pursuant to this Agreement shall discharge their respective duties under this Agreement solely in the interest of Employees and Beneficiaries of the Participating Employers and. ~i} except as otherwise provided by any applicable provision of any statute, regulation, ordinance, or resolution, for the exclusive purpose of providing Qther Post-Employment Benefits to ~'~ Employees ar~d Benef curies of Participating Employers and defraying the reasonable expenses ` of administering the Trust Fund; (ii}with 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 like character and with the sarne aims; and viii} by diversifying the investments of the Trust Fund so as to minimize the risk of large lasses unless under the circumstances, it is clearly prudent not to do so. However, the duties and obligations of the Board of Trustees and each Investment Manager, respectively, as such, shall be limited to those expressly imposed upon them, respectively, by this Agreement notwithstanding any reference herein to the Plans. The Board of .Trustees shall administer the Trust Fund incompliance with Code Section 503~b}. 1. Authority of the Trustees. The Trustees shall have the power and authority and shall be charged with the duty of general supervision and operation of the Trust Fund, and shall conduct the business and activities of the Trust Fund in accordance with this Agreement, the Trust Joinder Agreements, bylaws, rules and regulations adopted by the Board of Trustees and applicable law. 2. Trustees' Liabilities. No Trustee shall be liable for any action taken pursuant to this Agreement in good faith or far an omission except bad faith or gross negligence, or for any act of omission or commission by any other Trustee, The Trustees are hereby authorised and empowered to obtain, at the expense of the Trust Fund, liability insurance fully protecting the respective Trustees, the Administrator, and the 4 Trust Fund from any loss or expense incurred, including reasonable attorney's fees, far all acts of the Trustees except bad faith or gross negligence. The Trust Fund shall save, hold harmless and indemnify the Trustees and Administrator from any loss, damage or expense incurred by said persons or entities while acting in their official capacity excepting bad faith or gross negligence. 3. Standard of Review. In evaluating the performance of the Trustees, compliance by the Trustees with this Agreement must be determined in light of the facts and circumstances existing at the time of the Trustees' decision or action anal not by hindsight. 4. Limita~ons on Liabilities. The Trustees' responsibilities and liabilities shall be subject to the following limitations: ~a} The Trustees shall have no duties other than those expressly set forth in this Agreement and those imposed on the Trustees by applicable laws. fib} The Trustees shall be responsible only for money actually received by the Trustees, and then to the extent described in this Agreement. The Trustees shall not be under any duty to require payment of any contribution to the Trust Fund or to see that any payment made to them is computed in accordance with the provisions of the Plans. ~c} The Trustees shall not be responsible for the correctness of any determination of payments or disbursements from the Trust Fund. ~d} The Trustees shall have no liability for the acts or omissions of any predecessor or successor In o ice. fie} The Trustees shall have no liability for ~i}the acts or omissions of any Investment Advisor or Advisors, or Investment Manager or Managers; iii}the acts or omissions of any insurance company; ~I11} the acts or Om15s10ns Of ally mutual fund; or Div} following directions that axe given to the Trustees by the Local Finance Board in accordance with this Agreement. B. Reliance on Counsel. The Board of Trustees may employ, retain or consult with legal counsel, who may be counsel for the Administrator, concerning any questions which may arise with reference to the duties and powers or with reference to any other matter pertaining to this Agreement; and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustees in good faith in accordance with the opinion of such counsel, and the Trustees shall not be individually or collectively liable therefor. C. Meetings. The Board of Trustees shall meet at least quarterly, and more frequently if called, at the principal office of the Trust Fund or at such other location as may be acceptably to a majority of the Trustees. One such quarterly meeting of the Board of Trustees shall beheld as soon as practicable after the adjournment of the annual meeting of Local Finance Boards of Participating Employers at such time and place as the Board of Trustees may designate. Other meetings of the Board of Trustees shall be held at places within. the Commonwealth of Virginia and at txnaes fixed by resolution of the Board of Trustees, or upon call of the Chairperson of the Board or a majority of the Trustees, on not less than ten ~1 ~0} days advance notice. Such nonce shall be directed to the Trustees by mail to the respec~ve addresses of the Trustees as recorded in the office of the Trust Fund. The notice of any special meetings of the Board of Trustees shall state the purpose of the meeting. A majority of the number of Trustees elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Less than a quorum may adjourn any meeting. D. (~£fice of the Trust Fund. The Administrator shall establish maintain and provide adequate funding far an office far the administration of the Trust Fund. The address of such off ce is to be made known to the parties interested in or participating in the Trust Fund and to the appropriate govemm.ental agencies. The books and records pertaining to the Trust Fund and its administration shall be kept and maintained at the office of the Trust Fund. E. Execution of Documents. A certificate signed by a person designated by the Board of Trustees to serve as Secretary shall be evidence of the action of the Trustees, and any such certificate or other instrument sa signed shall be kept and maintained at the office of the Trust Fund and may be relied upon as an action of the Trustees. _ ~~~ F. A~~ointment of Administrator. The Virginia Local Government Finance Corporation is hereby designated the Administrator, The Board of Trustees may designate any successor Administrator only with the consent of the boards of the Virginia Association of Counties and the Virginia Municipal League and shall provide compensation for the Adminisfiratar to administer the affairs of the Trust Fund. G. Duffy to Furnish Information. The Local Finance Boards and the Board of Trustees shall famish to each other any document, report, return, statement or other information that the other reasonably deems necessary to perform duties imposed under this Agreement or otherwise imposed by law. H. Reliance on Communications. The Board of Trustees may rely upon a certification of a Local Finance Board with respect to any instruction, direction, or approval of its Participating Employer and may continue to rely upon such certification until a subsequent certification is filed with the Trustees. The Trustees shall have na duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as fully authorized by the Local Finance Board and its Participating Employer. 6 Section 103. A]~I~ISTRATIVE PawERS AND DUTIES. A. Trustees. The Board of Trustees, in addition to alI powers and authorities under common law or statutory authority, including Article S, Chapter 1 ~, Subtrtle 11 of Title 15 .~. of the Virguua Code ~~ ~ ~ ~.~.-1544 et seq.), shall have and in its sole and absolute discretion may exercise from time to time and at any time, either through its o~~n actions, delegation to the Administrator, or through a Custodian selected by the Board of Trustees, the following ad.mini.strativepnwers and authority with respect to the Trust Fund: 1. To receive for the purposes hereof all cash contributions paid to them by or at the direction of the Participating Employers or their Local Finance Boards. ~.. To hold, invest, reinvest, manage, administer and distribute cash balances as shall be transferred tQ the Trustees from time to time by the Participating Employers or their Local Finance Boards and the increments, proceeds, earnings and income thereof for the exclusive benefit of Employees and Beneficiaries under the Plans of each Participating Employer. 3. To continue to hold any properly of the Trust Fund that becomes otherwise unsuitable for investment for as long as the Board of Trustees in its discretion deem desirable; to reserve from investment and keep unproductive of income, without liability for interest, cash temporarily awaiting investment and such cash as it deems advisable, or as the Administrator from time to time may specify, in order to meet the administrative expenses of the Trust Fund or anticipated distributions therefrom. 4. To hold property of the Trust Fund in the name of the Trust Fund or in the name of a nominee or nominees, without disclosure of the trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Board of Trustees of its responsibility for the safe custody and disposition of the Trust Fund in accordance with the provisions of this Agreement; the books and records of the Board of Trustees shall show at all times that such property is part of the Trust Fund and the Board of Trustees shall be absolutely liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name of the nominee or nominees. ~. To employ in the management of the Trust Fu1~d suitable agents, without liability for any loss occasioned by any such agents, selected with the care, skill, prudence a~~d 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 and with the same aims. 6, To make, execute and deliver, as trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that it may deem necessary ar desirable in the exercise of its powers under this Agreement. 7. To do all other acts that it may deem necessary or proper to carry out any of the powers set forth in this Section 143 or Section 242, to administer or carry out the 7 purposes of the Trust Fund, or as otherwise is in the best interests of the Trust Fund; provided, however, the Board of Trustees need not take any action unless in its opinion there are su~cient Trust Fund assets available for the expense thereof. 8. To adopt bylaws governing the Trustees' operations and procedures. 9. To contract with municipal corporations, political subdivisions and other public entities of State or of local government and private entities for the provision of Trust Fund services and for the use or furnishing of services and facilities necessary, useful, or incident to providing Trust Fund services. 10. To advise the Administrator on the establishment of expectations with regard to the provision of administrative services and the establishment of appropriate fee levels. Il. To establish and charge fees for participation in the Trust Fund and for additional administrative services provided to a Participating Employer in addition to any fees charged by other administrative service providers. 12. To collect and disburse all funds due or payable from the Trust Fund, under the terms of this Agreement. 13. To provide for and promulgate all rules, regulations, and forms deemed necessary or desirable in contracting with Local Finance Boards and their Participating Employers, in fulfilling the Trustees' purposes of providing (her Post-Employment Benefits through the Trust Fund, and in maintaining proper records and accounts. 14. To employ insurance companies, banks, trust companies, investment brokers, investment advisors, or others as agents for the receipt and disbursement of funds held in trust for Participating Employers. l5. "To determine, consistent with the applicable law and the procedures under the Trust Fund, all questions of law or fact that may arise as to..investments and the rights of any Participating Employer to assets of the Trust Fund. l6. Subject to and consistent with the Code and the Virginia Code, to construe and interpret the Trust Agreement and to correct any defect, supply any omissions, or reconcile any inconsistency in the Agreement. l7. To contract for, purchase or otherwise procure insurance and investment products. B. Administrator. Pursuant to an administrative services agreement between the Board of Trustees and the Administrator, the Administrator shall have the power and authority to implement policy and procedural matters as directed by the Board of Trustees as they relate to 8 the ongoing operation and supervision of the Trust Fund and the provisions of this Agreement and applicable law. Section 104. TAKES E~ENSES AND OOMPENSAT7ON OF TRUSTEES. A. Taxes. The Adnnistrator, without direction from the Board of Trustees, shall pay out of the Trust Fund all taxes, if any, imposed or levied with respect to the Trust Fund, or any part thereof, under applicable law, and, in its discretion, may contest the validity or amount of any tax, assessment, claim or demand respecting the Trust Fund ar any part thereof. B. Expenses and Oampensatian. The Board of Trustees is authorized to set aside from Participating Employer contributions received and the investment income earned thereon a reasonable sum for the operating expenses and administrative expenses of the Trust Fund. All remaining funds carving into the Trust shall be set aside, managed and used only for the payment of Other Post-Employment Benefits. By resolution of the Board of Trustees, Trustees may be provided a reasonable per diem fee andlor reimbursement for expenses for attendance at all meetings. Natu~ithstanding the preceding sentence, any person employed by a public body, including elected officials or appointed members of governing bodies of a county, city or town or other political subdivision, shall not be eligible to receive fees for services as Trustee from the Trust Fund other than reimbursement for reasonable expenses incurred in connection with his or her responsibilities as a Trustee. C. Payznent of Expenses. The Board of Tru..stees may use and apply assets in the Trust Fund to pay or provide for the payment of all reasonable and necessary expenses which may be incurred in connection with the establishment and maintenance of the Trust Fund, including but not limited to, the employment of such administrative, legal, accounting, and other expert and clerical assistance, and the purchase or lease of such materials, supplies and equipment as the Trustees, in its discretion, may deem necessary or appropriate in the performance of its duties, or the duties of the agents or employees of the Trust Fund or the Trustees. Section 145. COMMUNICATIONS. Until notice is given to the contrary, communication to the Trustees or to the Administrator shall be sent to them at the Trust Fund's office in care of the Administrator. The Administrator's address is ~MLIVACo Finance Program at 1108 E. Main Street, Suite 801, Richmond, ~A 23219. Section 106. APPOINTMENT, RESIGNATION OR REMOVAL OF TRUSTEES. A. Trustees. Except as otherwise provided for the initial group of Trustees and in subsections B.2 and E of this section, tl~e Trustees shall be selected from the members of Local Finance Boards. Notwithstanding any other provision of this Agreement, no more than one 9 member of the Local Finance Board of .any particular Participating Employer shall be eligible to sit on the Board of Trustees atone tune. B. Appoin~nent of Trustees and Len of A,~pointrnent. The number of Trustees serving on the Board of Trustees shall be between f ve ~S} and nine ~9}. The actual number of Trustees may be increased or decreased from time to time within this range by the Board of Trustees by resolution of the Board of Trustees, only the Local Finance Boards, by vote taken in accordance with Section 307 hereof, may increase or decrease the range in the number of Trustees. No decrease in number shall have the effect of shortening the teen of any incumbent Trustee. 1. The initial group of Trustees shall be an interim group of five ~~} Trustees to establish the Trust Fund as follows: ~a} one ~l } individual selected by the Local Finance Board of the County of Fairfax from among its members, fib} one ~1} individual selected by the Local Finance Board of the County of Henricv from among its members, and ~c~ three ~3} individuals designated by agreement of the Virginia Association of Counties ~"VACo"} and the Virginia Municipal League ~"VML"}. with the first annual meeting of the Local Finance Boards, the Board of Trustees shall be divided into no fewer than two classes, Class A which includes representatives of the Local Finance Boards of the two founding Participating Employers until the annual meeting of the Local Finance Boards far the Fiscal Year ending June 30, 201 ~ the "Fiscal Rear 201 ~ annual meeting"}} and Class B which includes the Trustees selected by V~L and VACo until the first annual meeting of Local Finance Boards for (~ ;r „ 1 the Fiscal Year ending June 30, 2409 the Fiscal Year 2009 annual meeting }}. An additional Class C with two seats may be created by the Board of Trustees prior to any annual meeting, but only if there are at least seven total Participating Employers. Provided there are at least nine total Participating Employers, the Board of Trustees may create anine-member Board of Trustees, in which case one additional seat shall be allocated to Class A and one additional seat to Class C. 2. C}n or after July 1, 2005, the Trustees shall solicit nominations from the Local Finance Boards for open Trusteeships and such nominees shall constitute the candidates for the election of Trustees by vote at the Fiscal Year 2009 annual meeting of the Local Finance Boards as provided in Section 307. In the event that there are not a sufficient number of eligible nominees, nominations vaill be provided by the Executive Directors of the Virginia Association of Counties and the Virginia Municipal League from among the members of any Local Finance Board, local government officials or local government employees. The initial group of Trustees described in B.l ~a} and ~} above shall be classified as Class A Trustees and shall serve until the Fiscal Year 2012 annual meeting of the Local Finance Boards and for one three-year term thereafter until successor Trustees are elected at the Fiscal Year 2015 annual meeting of the Local Finance Boards, in accordance with Section l ObE below, from the pool of nominees selected by alI Local Finance Boards. if an additional Class A Trustee seat is created for anon-founding 10 Participating Employer's Local Finance Board before the Fiscal Year 2011 annual meeting, that seat will expire at the Fiscal Year 2012 annual meeting. ~f such an additional Class A board seat is created subsequent to the Fiscal Year 2011 annual meeting, then it will expire at the annual meeting when the founding Participating Employers' board seats expires beginning at the annual meeting held in Fiscal Year 2015, if appropriate, and every third succeeding year thereafter. The initial group of Trustees described in B.1 ~c} above shall be classified as Class B Trustees and shall serve until successor Trustees are elected at the Fiscal Year 2409 annual meeting of Local Finance Boards. At the Fiscal Year 2409 annual meeting of Local Finance Boards, Trustees of Class B shall be elected to hold office for aone-yeax term expiring at the Fiscal Year 2010 annual meeting of Local Finance Boards until successor Trustees are elected at the Fiscal Year 2010 annual meeting of the Local Finance Boards, in accordance with Section 106E below, from the pool of nominees selected by all Local Finance Boards. Trustees of the third class Class C}, if such a class is created, shall be elected to hold office for atwo-year term expiring at the Fiscal Year 2011 annual meeting of Local Finance Boards until successor Trustees are elected at the Fiscal Year 2011 annual meeting of the Local Finance Boards, in accordance with Section 146E below, from the pool of nominees selected by all Local Finance Boards. At each annual meeting of Local Finance Boards after the annual meetings of Local Finance Boards described above, the successors to the class of Trustees whose terms shall then expire shall be identified as being of the same class as the trustees they succeed and elected to hold office for a term expiring at the third succeeding annual meeting of Local Finance Boards. If a Class C is created at a subsequent annual meeting, its seats will expire one year following the year in which the Class B seats expire. Trustees shall hold their offices until the next annual meeting of Local Finance Boards for such Trustee's respective Class and until their successors are elected and qualify. 3. At each annual meeting of the Local Finance Boards, the incumbent Trustees will present all nominations received far each class of Trustees ~A, B, or C} for which an election is to beheld. If a Local Finance Board does not designate a particular class for its nominees}, such names will be included on the lists of eligible nominees for each class for which an election is to be held unless the individual named is elected to another seat. 4. No individual Trustee may be elected or continue to serve as a Trustee after becoming an owner, officer or employee of the Administrator, an Investment Advisor, an Investment Manager or a Custodian. Except as otherwise provided in B.2 above, following the first election for Trustees, no Trustee may be elected or continue to serve as a Trustee unless he or she is a member of a Local Finance Board, 11 5. Each Trustee and each successor Trustee shall acknowledge and consent to his or her election as a Trustee by giving written notice of acceptance of such election to the Chairperson of the Trustees. C. Resi~n.ation of a Trustee. 1. A Trustee may resign from all duties and responsibilifies under this Agreement by giving written notice to the Chairperson of the Trustees. The Chairperson may resign from all duties and responsibilities under this Agreement by giving written notice to all of the other Trustees. Such notice shall state the date such resignation shall take effect and such resignation shall take effect on such date but not later than sixty ~b0} days after the date such written nofice is given. 2. Any Trustee, upon leaving office, shall forthwith turn over and deliver to the Chairperson at the principal office of the Trust Fund any and all records, boalcs, documents or other property in his or her possession or under his or her control which belong to the Trust Fund. The Chairperson, upon leaving office, shall forthwith turn over and deliver to the Administrator at the principal office of the Trust Fund any and all records, books, documents or other properly in his or her possession or under his ar her control which belong to the Trust Fund. D. Removal of a Trustee. Each Trustee, unless due to the resignation, death, incapacity, removal, or conviction of a felony or any offense for which registration is required as defined in Virginia Cade § 9. l -902 and for whom all rights of appeal under Virginia law have ~,. expired, shall serve and shall continue to serve as Trustee hereunder, subject to the provisions of '~ this Agreement. A Trustee shall relinquish his ar her office or may be removed by a majority vote of the Trustees or ipso facia when the Employer which he represents is no longer a Participating Employer in the Trust Fund. Notice of removal of a Trustee shall be famished to the other Trustees by the Chairperson of the Trustees and shall set forth the effective date of such removal. Notice of removal .af the Chairperson shall be fizrnished to the other Trustees by the Administrator and shall set forth the effective date of such removal. E. Appointment of a Successor Trustee. Except as otherwise provided in part B. I of this Section with respect to the initial two terms of Class A Trustees, in the event a Trustee shall die, resign, became incapacitated, be removed from office, or convicted of a felony or any offense for which registration is required as defined in Virginia Cade § 9. ~ -902 and for whom all rights of appeal under Virginia law have expired, a successor Trustee sha11 be elected forthwith by the affirmative vote of the majoriiy of the remaining Trustees though less than a quorum of the Board of Trustees. The notice of the election of a successor Trustee shall be furnished to the other Trustees by the Chairperson. In case of the removal, death, resignation, etc, of the Chairperson, notice of the election of a successor Trustee, and the new Chairperson, shall be furnished to the other Trustees by the Administrator. Eligible nominees wi11 be provided by the members of the Local Finance Board of the Trustee being replaced; however, no more than one member of such board may serve as Trustee at one time. If such nominees do not receive the 12 a~'rrmative vote of a majority of the remaining Trustees, additional eligible nominees will be provided by the Executive Directors of the Virginia Association of Counties and the Virginia Municipal League from among the members of any Local Finance Board, and, if there are an insufficient number of nominees to fill available positions, local government officials or local government employees. The term of office of any Trustee so elected shall expire at the next Local Finance Board meeting at which Trustees are elected where a successor shall be elected to complete the term for the Class to which such Trustee has been assigned. Any successor Trustee for a Class A Trustee from a founding Participat~.ng Employer with respect to the initial two terms shall be appointed by that Trustee's Local Finance Board, F. Trustees' Rights. In case of the death resignation or removal of any one or more of the Trustees, the remaining Trustees shall have the powers, rights, estates and interests of this Agreement as Trustees and shall be charged with the duties of this Agreement; provided in such cases, no action may be taken unless it is concurred in by a majority of the remaining Trustees. Section 107. Bondin .All Trustees shall immediately make application for a fidelity bond, to any company designated by the Board of Trustees, in such amount as may be specified by the Board of Trustees. Premiums on such bonds shall be paid from the Trust Fund, which bonds shall be continued in force in such amount as the Board of Trustees may from time to time require. If a Trustee's bond is refused, or is ever cancelled, except with the Board of Trustee's approval, such Trustee may be removed from office by majority vote of the Board of Trustees and such Trustee shall be entitled to compensation, if any, to the date of such removal only. A bond for a Trustee is not required under this section if a bond is obtained for such Trustee pursuant to Section 4Q$. PART 2 - P~~~ISI~~S APPLICABLE TQ Il~VESTMENTS Section 200. APPLICATION. The provisions of Part 2 apply to the investments of the Trust Fund. Section 201. AI~MINZSTRAT1aN aF TRUST. A. General. All such assets shall be held by the Trustees in the Trust Fund. B. Contributions. The Board of Trustees hereby delegates to the Administrator the responsibility for accepting cash contributions to the Trust Fund and the Administrator shall have the responsibility for accepting cash contributions by Participating Employers. Contributions of a Participating Employer to fund Other Post-Employment Benefits are irrevocable. Assets held in the Trust Fund shall be dedicated to providing Other Post-Employment Benefits or to defraying reasonable expenses of the Trust Fund. Neither the Trustees nor the Administrator shall be under any duty to determine whether the amount of any contribution is in accordance with the Participating Employer's Plan or Plans or to collect or enforce payment of any contribution. All contributions by a Participating Emplo}per shall be transferred to the Trust Fund to be held, managed, invested and distributed as part of the Trust Fund by the Trustees in accordance with the provisions ofthis Agreement and applicable law, 13 C. Applicable Laws and Regulations, The Board of Trustees shall be authorized to take the steps it deems necessary or appropriate to comply with any laws or regulations applicable to the Trust Fund. D. Accumulated Share. No Participating employer shall have any right, title or interest in or to any specific assets of the Trust Fund, but shall have an undivided beneficial interest in the Trust Fund; however, there shall be a specific accounting of assets allocable to each Participating employer, Section 2Q~. MANAGEMENT GF IN~ESTNLE~TS GF T`I~ TRUST FUND. A. Authorit~of Trustees. Except as set forth in subsections C, D, E, G yr H of this Section, and except as otherwise provided by law, the Board of Trustees shall have exclusive authority and discretion to manage and control the assets of the Trust Fund held by them pursuant tQ the guidelines established by the Board of Trustees in the Investment Policy. B. Investment Policy, The Board of Trustees, as its primary responsibility under this Agreement, shall develop a written Investment Policy establishing guidelines applicable to the investment of the assets of the Trust Fund, and from time to time shall modify such Investment Policy, in light of the short and long-term fvaancial needs of the Plans. The Investment Policy shall serve as the description of the funding policy and method for the Trust Fund. C. Investment Advisor. The Board of Trustees, from time to time, may direct the Administrator to appoint one ~ 1 } or more independent Investment Advisors ~"Investment Advisor"}, pursuant to a written investment advisory agreement with each, describing the powers and duties of the Investment Advisor with regard to the management of all or any portion of any investment or trading account of the Trust Fund. The Investment Advisor shall review, a minimum of every calendar quaver, the suitability of the Tn~st Fund's investments, the performance of the Investment Managers and their consistency with the objectives of the Investment Policy with assets in the portion of the Trust Fund for which the Investment Manager has responsibility for management, acquisition or disposition. zf the Administrator contracted with a lead Investment Advisor prior to the establishment of this Agreement, the Board of Trustees may ratify such contract. The lead Investment Advisor will serve at the pleasure of the Board of Trustees and will be compensated for its recurring, usual and customary services as part of the fee schedule established with the Administrator. D. Investment Advisor Duties. Subject to the approval of the Board of Trustees, the Investment Advisor shall recommend an asset allocation for the Trust Fund that is consistent with the objectives of the Investment Policy. If the Board of Trustees shall approve a separate Investment Policy with respect to assets in a segregated portion of the Trust Fund, the Investment Advisor shall recommend an asset allocation for such segregated portion of the Trust Fund that is consistent with the objectives of such Investment Policy. At least annually, the Investment Advisor shall review the Investment Policy and asset allocation with the Board of Trustees. The 14 Investment Advisor shall also advise the Board of Trustees with regard to investing in a manner that is consistent with applicable law, and, as advised by the Administrator, the expected distribution requirements of the Flans. E. Investment Managers. The Board of Trustees, from time to tune, may appoint one ~I} or more independent Investment Managers ~"Investment Manager"}, pursuant to a written investment management agreement with each, describing the powers and duties of the Investment Manager to invest and manage all or a portion of the Tn~st Fund. The Investment Manager shad have the power to direct the management, acquisition or disposition of that portion of the Trust Fund for which the Investment Manager is responsible. The Board of Trustees shall be responsible for ascertaining that each Investment Manager, while acting in that capacity, satisf es the following requirements: 1. The Investment Manager is either ~i}registered as an investment adviser under the Investment Advisers Act of I94o, as amended; iii} a bank as defined in that Act; or viii} an insurance company qualified to perform the services described herein under the laws of more than one state, and Z. The Investment Manager has acknowledged in writing to the Board of Trustees that it is a fiduciary with respect to the assets in the portion of the Trust Fund for which the Investment Manager has responsibility far management, acquisition or disposition. F. Custodians. The Custodians} shall no less frequently than annually or at the request of the Board of Trustees certify the value of any property of the Trust Fund managed by the Investment Managers}, The Trustees shall be entitled to rely conclusively upon such valuation for all purposes under the Trust Fund. G. Investment in Insurance Contracts. The Trustees may offer one ~1} or more investment options pursuant to one ~I} or more agreements with insurance companies qualified to ~ do business in the Commonwealth of Virginia. Any asset invested pursuant to such an agreement shall beheld by the insurance company. Each insurance company so selected shall certify the value of the Trust Fund's interest in the property held by it at least annually. The Trustees shall be entitled to rely conclusively on such valuation for all purposes under this Agreement. H. Investment in Mutual Funds. The Trustees may offer one ~l} or more investment options pursuant to one ~l} or more agreements with companies offering mutual fund products. Any asset invested pursuant to such an agreement shall be held by the Trustees. Each mutual fund so selected shall certify the value of the Trust Fund's interest in that fund at least annually. The Trustees shall be entitled to rely conclusively on such valuation for all purposes under the Trust Fund. I. Absence of Trustees' Responsibility for In~~estment Advisor and Manager. Except to the extent provided in paragraph A of Section 10~ above, the Board of Trustees, l~ collectively and individually, shall nit be liable far any act ar omission of any Investment ' Manager and shall not be under any ablrgat~on to rnvest or otherwise manage the assets of the Trust Fund that are subject to the management of any Investment Manager. Without limiting the generality of the foregoing, the Board of Trustees shall be under no duly at any time to make any recommendation with respect to disposing of ar continuing to retain any such asset, Furthermore, the Board of Trustees, collectively and individually, shall nit be liable by reason of its taking or refraining from taking the advice of the Investment Advisor any action pursuant to this Section, nor shall the Board of Trustees be liable by reason of its refraining from taking any aeon to remove or replace any Investrnent Manager on advice of the Investrnent Advisor; and the Trustees shall be under no duty to make any review of an asset acquired at the direction or order of an Investment Manager. J. Re ortin . The Board of Trustees shall be responsible for and shall cause to be filed periodic audits, valuations, reports and disclosures of the Trust Fund as are required bylaw or agreements. Notwithstanding anything herein to the contrary, the Board of Trustees shall cause the Trust Fund to be audited by a certified public accounting firm retained for this purpose at least once each year. The Board of Trustees may employ professional advisors to prepare such audits, valuations, reports and disclosures and the cost of such professional advisors shall be borne by the Trust Fund. K. Cornmin~lin Assets. Except to the extent prohibited by applicable law, the Board of Trustees may commingle the assets of all Participating Employers held by the Board of Trustees under this Agreement for investment purposes in the Trust Fund and shall hold the Trust Fund in trust and man.a.ge and administer the same in accordance with the terms and provisions of this Agreement, However, free assets of each Participating Employer shall be accounted for separately. The $oard of Trustees and the Administrator shall be under no duty to determine whether the amount of any contribution is in accordance with the Plans, or to collect or enforce payment of any contribution, or distribution to Plan participants. Section 203. ACCOUNTS. The Trustees shall keep or cause to be kept at the expense of the Trust Fund accurate and detailed accounts of all its receipts, investments and disbursements under this Agreement, with the Trustees accounting separately for each Investment Manager's portion of the Trust Fund. Section 204. DISBURSEMENTS FROM THE TRUST. A. Trust Pa~rnents. The Board of Trustees hereby delegates to the Administrator the responsibility for making payments from the Trust Fund. In accordance with rules and regulations established by the Board of Trustees, the Administrator shall make payments from the Trust Fund for Other Post-Employment Benefits, as directed by the Local Finance Board of each Participating Employer. Such rules and regulations shall include procedures for certification by the Local Finance Board that payments from the Trust Fund are for the purpose of: (i}paying other Post-Employment Benefits to or on behalf of Employees or Beneficiaries, l~ iii} paying premiums to an insurer for Other Post-Emplo~nnent Benefits, viii} an irrevocable transfer of assets to a trust, or equivalent arrangement, far providing other Post-Employment Benefits to Employees and Beneficiaries, which trust assets are legally protected from creditors of the Participating Employer, or Div} for any purpose permitted under Governmental Accounting Standards Board ~GASB} Statement No. 45, ~4ccounti~g and Financial departing by Employers far PosteM~ployr~en~ Benefits ether ~"han Pensions or applicable Virginia law. Payments shall be made in such manner, in such amounts and for such purposes, including the payment of Other Post-Employment $enefits under participating Plans, as may be directed by the Local Finance Board. Payments from the Trust Fund shall be made by electronic transfer or check for the check of an agent} for deposit to the order of the payee. Payments or other distributions hereunder may be mailed to the payee at the address last furnished to the Administrator. The Trustees shall not incur any liability on account of any payment or other distribution made by the Trust Fund in accordance with this Section. Such payment shall be in full satisfaction of claims hereunder against the Trustee, Administrator or Participating Employer. B. Alloca~on of Expenses. The Trustees shall pay all expenses of the Trust Fund from the assets in the Trust Fund. All expenses of the Trust Fund, which are allocable to a particular investment option or account, maybe allocated and charged to such investment option or account as determined by the Trustees. All expenses of the Trust Fund which are not allocable to a particular investment option or account shall be charged to each such investment option or account in the mariner established by the Trustees. Section SOS. Il~vESTMENT OPTIONS. The Trustees shall initially establish one ~1} investment option within the Trust Fund pursuant to the Investment Policy, for communication to, and acceptance by, Local Finance Boards. Following development of the initial "investment option" pursuant to the Investment Policy, the Board of Trustees may develop up to two ~2} additional investment options, reflecting different risklreturn objectives and corresponding asset mixes, for selection by Local Finance Boards, as alternatives to the initial investment option. The determination to add alternative investment options to the Investment Policy, and the development of each such investment option, are within the sole and absolute discretion of the Board of Trustees. The Trustees shall transfer to any deemed investment option developed hereunder such portion of the assets of the Trust Fund as appropriate. The Trustees shall manage, acquire or dispose of the assets in an investment option in accordance with the directions given by each Local Finance Board. All income received with respect to, and all proceeds received from, the disposition of property held in an investment option shall be credited to, and reinvested in, such investment option. If multiple investment options are developed, the Board of Trustees shall establish one ~l}default investment option in the absence of valid Local Finance Board investment direction. If multiple investment options are developed, from time to time, the Board of Trustees may eliminate an investment option, and the proceeds thereof shall be reinvested in the default investment option unless another investment option is selected in accordance with directions given by the Local Finau~ce Board, l7 Notwidastanding anything hereinabove to the contrary, the Board of Trustees, in its sole ~' discretion, may establish a separate, short-term investment option or fund, to facilitate contributions, disbursements or other short-terra liquidity needs of the Trust or of particular Participating Employers. Separate investment funds within the Tz~st Fund and varying percentages of investment in any such separate investment fund by the Participating Employers, to the extent so determined by the Board of Trustees, are expressly permitted. PART 3 - PROVISIQNS APPLICABLE TG PARTIGIl'A.TING ~MPLG"~R.S Section 3~0. APFLICATIQN. The provisions of Part 3 set forth the rights of Participating Employers. Section 301. PARTICIPATING ENIPLQYER.S. A. ~ rp oval. The Board of Trustees or its designee shall receive applications from Employers for membership in the Trust Fund and shall approve or disapprove such applications for membership in accordance with the terms of this Agreement, the Tz~st Joinder Agreement, bylaws and the rules and regulations established by the Board of Trustees fvr admission of new Participating Employers. Before approving the participation of any Employer that has established a Plan, the Board of Trustees or its designee shall determine and affirm that such Employer is permitted to establish a trust pursuant to Article S, Chapter 15, Subtitle II of Title 15.E of the Virginia Cade ~§ § 15 .~-1544 et seq.}, The Board of Trustees shall have total discretion in determining whether to accept a new member. The Board of Tz~stees may delegate the authority for membership approval to the Administrator. B. Execution of Trust Joinder Agreement by Local Finance Board. Each Employer will make its election to become a Participating Employer by directing its Local Finance Board to execute a Trust Joinder Agreement in such form and content as prescribed by the Board of Trustees. By the Local Finance Board's execution of the Trust Joinder Agreement, the Participating Employer agrees to be bound by all the terms and provisions of this Agreement, the Trust Joinder Agreement, the bylaws and any other rules and regulations adopted by the Trustees under this Agreement. The Local Finance Board of each Participating Employer, serving as such Employer's Trustee, in accordance with Virginia Code § 15.x-1547, shall represent such Participating Employer's interest in all meetings, votes, and any other actions to be taken by a Participating Employer hereunder. A Local Finance Board may designate one or more, but less than all, of its members to serve as the authorized representative of such Local Finance Board for purposes of this Agreement. C. Continuingas a Participating Employer. Application for participation in this Agreement, when approved in writing by the Board of Trustees or its designee, shall constitute a continuing contract for each succeeding f scal year unless terminated by the Trustees or unless the Participating Employer resigns or withdraws from this Agreement by written notice of its Local Finance Board. The Board of Trustees may terminate a Participating Employer's participation in this Agreement for any reason by vote of three-fourths [~/4} of the Board of Trustees. Zf the participation of a Participating Employer is terminated, the Board of Trustees 18 and the Administrator shall effect the withdrawal of such Participating Employer's beneficial interest in the Trust within one hundred eighty ~1 &fl} days, by transfer of such assets to a trust, trusts or equivalent arrangement for the purpose of accumulating and investing assets to fund ether Post-Employment Benefits, established for this purpose by such Participating Employer. If withdrawal is not completed within this time period, the Board of Trustees, in its discretion, may make reasonable alternative arrangements for the distribution of the Participating Employer's beneficial interest. Section 302. Places of Meetings. All meetings of the Local Finance Boards shall be held at such place, within the Commonwealth of Virginia, as from time to tune may be fixed by the Trustees. Section 303. Annual Meetings. The annual meeting of the Local Finance Boards, for the election of Tn~stees and for the transaction of such other business as may came before the annual meeting, shall be held at such time on such business day between September 1 ~ and October 31 ~ as shall be designated by resolution of the Board of Trustees. Section 344. Special Meetings. Special meetings of the Local Finance Boards for any purpose or purposes may be called at any time by the Chairperson of the Board of Trustees, by the Board of Trustees, or if Local Finance Boards together holding at least twenty percent ~2D%} of all votes entitled to be cast on any issue proposed to be considered at the special meeting sign, date and deliver to the Trust Fund's Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. At a special meeting no business shall be transacted and no action shall be taken other than that stated in the notice of the meeting. Section 305. Notice of Meetings. written notice stating the place, day and hour of every meeting of the Local Finance Boards and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten X10} nor more than sixty ~~~} days before the date of the meeting to each Participating Employer's Local Finance Board of record entitled to vote at such meeting, at the address which appears on the books of the Trust Fund, Section 30G. uorum. Any number of Local Finance Boards together holding at least a majority of the outstanding beneficial interests entitled to vote with respect to the business to be transacted, who shall be physically present in person at any meeting duly called, shall constitute a quorum of such group for the transaction of business. If Iess than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the Local Finance Boards present. once a beneficial interest is represented for any purpose at a meeting of Local Finance Boards, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adj oumment of that meeting unless a new record date is, or shall be, set for that adjourned meeting. Section 307. Votin . At any meeting of the Local Finance Boards, each Local Finance Board entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person, for each whole dollar invested in the Trust Fund standing in its name on the books of the Trust Fund on the date, not more than seventy X70) days prior to such meeting, fixed by the Board of Trustees, for the purpose of determining Local Finance Boards entitled to vote, as the 19 date on which the books of the Tni.st Fund are to be closed or as the record date. . ~ I~otwithstand~ng the preceding sentence, at any meeting held after the date the fifth ~~ } Participating Employer joins the Trust, no one Local Finance Board may vote more than forty- five percent ~4~°fo} of the fatal votes cast In the event that more than one member of a Local Finance Board attends a meeting, the Local Finance Board will designate one member authorized to cast its votes, If a quorum is present at a meeting of the Local Finance Boards, action on a matter other than election of Trustees shall be approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a vote of a greater number is required by this Agreement, If a quorum is present at a meeting of the Local Finance Boards, Trustees for all open seats for each class of Trustees an the Board of Trustees shall be elected by a plurality of the votes cast by the benef cial interests entitled to vote in such election. Local Finance Boards at the annual meeting will vote at one time to fill all open positions within a single: class of Trustees. Elections will be held by class, in the order of the, length of the terms to be filled, beginning with the longest term. The designated representative of each Local Finance Board will cast up to the full number of its votes for each open position within a class of Trustees, but it may not cast votes for more than the number of open positions in such class. Those nominees receiving the largest plurality of votes, up to the number of positions to be filled, will be declared elected. Subsequent votes may be held to break any ties, if necessary, in order to elect the correct number of Trustees. PART 4 -PROVISIONS APPLICABLE TO OFFICERS ~ Section 401. Election of Officers; Terms. The Board of Trustees shall appoint the officers of the Trust Fund. The officers of the Trust Fund shall consist of a Chairperson of the Board, a Vice-Chairperson, and a Secretary. The Secretary need not be a member of the Board of Trustees and may be the Administrator. Other officers, including assistant and subordinate off cers, may from time to time be elected by the Board of Trustees, and they shall hold of~'ice for such terms as the Board of Trustees may prescribe. All officers shall hold office until the next annual meeting of the Board of Trustees and until their successors are elected. Section 402. Removal of Officers; Vacancies. Any officer of the Trust Fund may be removed summarily with or without cause, at any time, on athree-fourths ~/4} vote of the Board of Trustees. Vacancies may be filled by the Board of Trustees. Section 403. Duties. The officers of the Trust Fund shall have such duties as generally pertain to then offices, respectively, as well as such powers and duties as axe prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Trustees. The Board of Trustees may require any officer to give such bond for the faithful performance of such officer's duties as the Board of Trustees may see fit. Section 404. Duties of the Chair~e~. The Chairperson shall be selected from among the Trustees. Except as otherwise provided in this Agreement or in the resolutions establishing such committees, the Chairperson shall be ex officio a member of all Committees of the Board of 20 Trustees. The Chairperson shall preside at all Board meetings. The Chairperson may sign and execute in the name of the Trust Fund stock certificates, deeds, mortgages, bonds, contracts or other instruments except in. cases where the signing and the execution thereof shall be expressly delegated by the Board of Trustees or by this Agreement to some other officer or agent of the Trust Fund or as otherwise required by law. In addition, he shall perform all duties incident to the office of the Chairperson and such other duties as from time to time may be assigned to the Chairperson by the Board of Trustees. In the event of any vacancy in the office of the Chairperson, the Vice-Chairperson shall serve as Chairperson on an interim basis until such vacancy is fzlled by subsequent action of the Board of Trustees. Section 445. Duties of the Vice-Chairperson. The Vice-Chairperson, if any, shall be selected from among the Trustees and shall have such powers and duties as may from time to time be assigned to the Vice-Chairperson. Section 40G. Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Trustees and the Local Finance Boards in the Trust Fund. when requested, the Secretary shall also act as secretary of the meetings of the Committees of the Board of Trustees. The Secretary shall keep and preserve the minutes of all such meetings in permanent books. The Secretary shall see that all notices required to be given by the Trust Fund are duly given and served. The Secretary may sign and execute in the name of the Trust Fund stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by this Agreement. The Secretary shall have custody of all deeds, leases, contracts and other important Tryst Fund documents; shall have charge of the books, records and papers of the Trust Fund relating to its organisation and management as a trust; and shall see that all reports, statements and other documents required by law except tax returns} are properly f led. Section 407. Compensation. The Board of Trustees shall have authority to fix the compensation, if any, of all officers of the Trust Fund. Notwithstanding the preceding sentence, any person employed by a public body, including elected officials or appointed members of governing bodies, shall not be eligible to receive compensation for services as an officer of the Trust Fund other~than reimbursement for reasonable expenses. Section 408. Bondin .All officers shall immediately make application for a fidelity bond, to any company designated by the Board of Trustees, in such amount as may be specified by the Board of Trustees. Premiums on such bonds shall be paid from the Trust Fund, which bonds shall be continued in force in such amount as the Board of Trustees may from time to time require. zf an officer's bond is refused, or is ever cancelled, except with the Board of Trustees' approval, such officer may be removed from office as provided in Section 4~Z and such officer shall be entitled to compensation, if any, to the date of such removal only. PAST 5 -- VOLUNTARY EMPLO'YEES' BENEF~CL4.R~ A.SSOCIAT~OI~ PROVIS~O~S Section 501. Compliance with Code Section 541 ~c}~9~. At all times, the Trust shall be administered in accordance with and construed to be consistent with Section 54 Z ~c}~9} of the Code and the regulations thereunder. ~l Section X42. Inurement No part of the net earnings of the Trust Fund may Inure to the benefit of any Participating Employer or individual other than through the payment of other Post- Employment Benefits, except that the Trustees may pay all reasonable expenses for administration of the Trust Fund, Trustees fees and expenses, and other expenses provided for in this Agreement. PART ~ - NL[SCELLANE~US P~aVISI~NS Section 6D 1. Ti~. The titles to Pais and Sections of this Agreement are placed herein for convenience of reference only, and the Agreement is not to be construed by reference thereto. Section G02. Successors. This Agreement shall bind and inure to the bene~.t of the successors and assigns of the Trustees, the Local Finance Boards, and the Participating Employers. Section Goa. C=sports. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart. Any Participating Employer that formally applies for participation in this Agreement by its Local Finance Board's execution of a Trust Joinder Agreement which is accepted by the Trustees shall thereupon become a party to this Agreement and be bound by all of the terms and conditions thereof, and said Trust Joinder Agreement shall constitute a counterpart of this Agreement. Section 544. Amendment or Termination of this Agreement; Termination of Plans. A. Amendments This Agreement maybe amended in uniting at any tune by the vote of a majority of the Trustees. Notwithstandingtbe preceding sentence, this Agreement may not be amended so as to change its purpose as set forth herein or to permit the diversion or application of any funds of the Trust Fund far any purpose other than those specified herein. The Board of Trustees, upon adoption of an amendment to this Agreement, shall provide notice by sending a copy of any such amendment to each Local Finance Board within 1 ~ days of adoption of such ~ amendrn~ent. If a Local Finance Board objects to such amendment, the Local Finance Board must provide written notice of its objection and intent to terminate its participation in the Trust Fund by registered mail delivered to the Administrator within ninety X94} days of such notice, and if such notice is given, the amendments shall not apply to such Participating Employer for a period of 18D days from the date of adoption of such amendments, The Participating Employer's interest shall be terminated in accordance with the provisions of paragraph B of this section. It is the intent of the Trustees that the Trust shall be and remain atax-exempt voluntary employees beneficiary association under Section 541 ~c}~9~ of the Code. The Trustees shall promptly submit the Agreement to the Internal Revenue Service for approval under the Code and all expenses incident thereto shall be borne by the Trust Fund. The Trustees tray make any modifications, alterations, or amendments to the Agreement necessary to obtain and retain approval of the Secretary of the Treasury as may be necessary to establish and maintain the 22 stat~.z.s of the Trust Fund as tax-exempt under the provisions of the Gode or other federal legislation, as now in effect or hereafter enacted, and the regulations thereunder. Any modification, alteration, or amendment to this Agreement, made in accordance with this Section, may be made retroactively, if necessary or appropriate. The Trustees, Local Finance Boards and all Participating Employers shall be bound thereby. B. Termination. This Agreement and any trust created hereby may be terminated at any time by the Trustees with respect to a Participating Employer when the Participating Employer's participation interest i.n the Trust Fund is terminated or when a Trust Joinder Agreement has been terminated. The Trust Fund may be terminated in its entirety when all participation interests of all Participating Employers have been terminated in their entirety. This Agreement and the Trust Fund may be terminated in their entirety pursuant to Virginia law. In case of a termination of this Agreement, either in whole or in part, the Trustees shall hold, apply, transfer or distribute the affected assets of the TrU.st Fund in accordance with the applicable provisions of this Agreement and the direction of the Local Finance Board of each Participating Employer. Upon any termination, in whole ~or in part, of this Agreement, the Trustees shall have a right to have their respective accounts settled as provided in this Section 604, In the case of the complete or partial termination of this Agreement as to one or more Participating Employers, the affected assets of the Trust Fund shall continue to be held pursuant to the direction of the Trustees, for the benef t of the Employees and Beneficiaries of such Participating Employer, until the Trustees, upon recommendation of the Administrator, distribute such assets to a trust, trusts or equivalent arrangement established by such Participating Employer for the purpose of funding Qther Post-Employment Benefits, or other suitable arrangements for the transfer of such assets have been made, This Agreement shall remain in full effect with respect to each Participating Employer that does not terminate its participation in the Trust Fund on behalf of its Employees and Beneficiaries, or whose participation is not terminated by the Trustees. However, if distributions must be made, the Local Finance Board of each Participating Employer shall be responsible for directing the Administrator on how to distribute the beneficial interest of such Participating Employer. In the absence of such direction, the. Administrator may take such steps as it determines are reasonable to distribute such Participating Employer's interest. A Participating Employer must provide written notice of its intent to terminate its participation in the Trust Fund by registered mail signed by its Local Finance Board and delivered to the Administrator at least ninety ~9D} days in advance. Notwithstanding the preceding sentence, during its first year of participation, a Participating Employer must provide notice of its intent to terminate no less than one hundred eighty X184} days in advance. Notwithstanding the foregoing, the Trustees shall not be required to pay out any assets of the Trust Fund to Participating Employers upon termination of this Agreement or the Trust Fund, in v~~hole or in part, until the Trustees have received written certification from the Administrator that all provisions of law ~~~ith respect to such termination have been complied ?3 with. The Trustees shall rely conclusively on such written certif cation and shall be under no . . obligation to investigate or otherwise determine its propriety. when the assets of the Trust Fund affected by a termination have been applied, transferred or distributed and the accounts of the Trustees have been settled, then the Trustees and Administrator shall be released and discharged from all further accountability or liability respecting the Tnrst Fund, or portions thereof affected by the termination and shall not be responsible in any way for the filrther disposition of the assets of the Trust Fund, or portions thereof, affected by the termination or any part thereof so applied, transferred or distributed; provided, however, that the Trustees shall pra~ide full and complete accounting for all assets up through the date of final disposition of all assets held in the Trust. Section 60~. Spendthril~ Provision, Prohibition of Assignment of Interest. The Trust Fund shall be exempt from taxation and execution, attachment, garnishment, or any other process to the extent provided under Article 5, Chapter ~ ~, Subtitle II of Title 1 ~.2 of the Virginia Code ~~ ~ 1 ~.2-~ X44 et seq.}. No Participating Employer or other person with a benel~.cial interest in any part of the Trust Fund may commute, anticipate, encumber, alienate or assign the bene~.cial interests or any interest of a Participating Employer in the Trust Fund, and no payments of interest or principal shall be in any way subject to any person's debts, contracts or engagements, nor to any judicial process to levy upon or attach the interest or principal for payment of those debts, contracts, or engagements. Section 64b. Meetin s; Virginia Freedom of Information Act, The Administrator shall give the public nonce of the date, tune, and location of any meeting of the Board of Trustees' or of the Local Finance Boards in the manner and as necessary to comply with the Virginia Freedom of Information Act (Va. Cade ~ ~ 2.2-3 7~4 et seq.}. The Secretary or its designee shall keep all minutes of all meetings, proceedings and acts of the Trustees and Local Finance Boards, but such minutes need not be verbatirx~. Copies of all minutes of the Trustees and Local Finance Boards shall be sent by the Secretary or its designee to the Trustees. All meetings of the Board of Trustees and Local Finance Boards shall be open to the public, except as provided in ~ 2.2-3 711 of the Virginia Code. ~a meeting shall be conducted through telephonic, video, electronic or other communication means where the members are not physically assembled to discuss or transact public business, except as provided in ~~ 2.2-3705 or 2.Z-3705.1 of the Virginia Code. Section G07. Jurisdiction. This Agreement shall be interpreted, construed and enforced, and the trust or trusts created hereby shall be administered, in accordance with the laws of the United States and of the Commonwealth of Virginia. Section b05. Sites of the Trust. The sites of the trust or trusts created hereby is the Commonwealth of Virginia. All questions pertaining to its validity, construction, and 24 administration shall be determined in accordance with the laws of the Commonwealth of Virginia. Venue far any action regarding this Agreement is the City of Richmond, Virginia. Section 6D9. Construction. whenever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all situations where they would so apply and whenever any words are used in this Agreement i.n the singular form, they shall be construed as though they were also used in the plural farm in all situations where they would so apply, and whenever any words are used in this Agreement in the plural form, they shall be construed as though they were also in the singular form in all situations where they would so apply. Section 610. Conflict. In resolving any conflict among provisions of this Agreement and i.n resolving any other uncertainty as to the meaning or intention of any provision of the Agreement, the interpretation that ~i} causes the Trust Fund to be exempt from tax under Cade Sections 11 S and ~41~a}, and iii}causes the participating Plan and the Trust Fund to comply with all applicable requirements of law shall prevail over any di.f~'erent interpretation. Section 611. No Guarantees. Neither the Administrator nor the Trustees guarantee the Trust Fund from loss or depreciation or for the payment of any amount which may become due to any person under any participating Plan or this Agreement. Section 61 Z. Parties Bound; No Third Party Rights. This Agreement and the Trust Joinder Agreements, when properly executed and accepted as provided hereunder, shall be binding only upon the parties hereto, i, e., the Board of Trustees, the Administrator and the Participating Employers and their Local Finance Boards. Neither the establishment of the Trust nor any modification thereof, nor the creation of any fund ar account, the payment of any Other Post- Employment Benefits, shall be construed as giving to any person covered under any Plan of a Participating Employer or any other person any legal ar equitable right against the Trustees, or any officer or employee thereof, except as may otherwise be provided in this Agreement. Under no circumstances shall the term of employment of any Employee be modified or in any way affected by this Agreement. Section 613. Necessary Parties to Disputes. Necessary parties to any accounting, litigation or other proceedings relating to this Agreement shall include only the Trustees and the Administrator. The settlement or judgment in any such case in which the Trustees are duly served or cited shall be binding upon all Participating Employers and their Local Finance Boards and upon all persons claiming by, through or under them. Section 614. Severabili if any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement shall continue to be fully effective. If any provision of the Agreement is held to violate the Code or to be illegal or invalid for any other reason, that provision shall be deemed to be null and void, but the invalidation of that provision shall not otherwise affect the trust created by this Agreement. [SIGNATURE PAGE FOLLO~~VS] ~~ ~'~:~~~ ~~~R~, each of ~h.e ~.~-~~ ~f t~~ ~t~~ Bo~r~. ~~ ~~~~~ ~~s ~~~`~d. his ~`~~ .~~r~~, ... I~~t~i ~~ . . a ~ ~f E o ~. o~x~~ ..~ E J?esa of ~r~C~ot'VI+~ r . ~~t~~ ~~~. ~ ~~c~~ed ~~r ~~ .~.n.~ t~~~~r ~'1~~~~I~ ~t~~~~ ~~~~~~E~T rte---. ~~r~ ~~s:d ~~ a ~? t~ of Ricrn~nd Catn~e~lr~.. ~f uiz~ini~ ~e~ forg.~ing in~trw~r~nt ~~~ ack~o~7~rledge~ ~ef~~r~e ~~ t~i~ i ~ tai. d~~ Qf April 2~~ b~ J~s~e ~e:ll, Lion '~. ~~~a,~~.n ~ict~ria Lucente, ~ei~ra . M~Laugin , R~~~e r t L . Mears aid R~~~r~ W. L~u~~r~~r~~ ~a~~s ~~ ~a~pbe~I ~r~tar~~r P~ub~.~:~ ~?~qSS M c~m~i.ssi~on expires Oc~o~er 3'1, Z~~~. Exhibit B TRUST JOIl~IDER AGRII~I~NT FAR PA~tTICIPATING ~MPLOY~RS USER G P~OL~I~ ~P~B TRUST FU1~~ THIS TRUST JOINDER AGR~EINT is made by and between the Laca1 Finance Board of ,Virginia therein referred to as the "Local Finance Board"} of ,Virginia (herein referred to as the "Participating Employer"}, and the Board of Trustees therein collectively referred to as the "Trustees"} of the Virginia Pooled CPEB Trust Fund ~.erein referred to as the "Trust Fund"}. wITNE~S~TH: ~REA.S, the Participating Employer provides post-employment benefits other than. pensions ~.erein referred to as "Other Post-Employment Benefits"}, as defined in section 15.2- 154~ of the Virginia Code, for Employees and Beneficiaries; and WF~RE~S, the governing body of the Participating Employer desires to establish a trust for the purpose of accumulating and investing assets to fund Other Post-Employment Benefits as it may appropriate; and wH~REAS, the governing body of the Participating Employer has adopted an ordinance andlor resolution ~a certified copy of which is attached hereto as Exhibit A} to authorize participation in the Virginia Pooled CPEB Trust Fund and establish a Local Finance Board, and, pursuant to Virginia Code ~ 1 ~.2-157, has directed the Local Finance Board to enter into this Trust Joinder Agreement; and wH~R7EAS, the Trust Fund, in accordance with the terms of the Virginia Pooled OPEB Trust Fund Agreement the "Agreement"}, provides ad.mi.nistrative, custodial and investment services to the Participating Employers in the Tnist Fund; and wgER7EAS, the Local Finance Board, upon the direction of the governing body of Virginia, desires to submit this Trust Joinder Agreement to the Trustees to enable , Vugizua, to become a Paz~icipating Employer in the Trust Fund and a party to the Agreement. New, THEREFORE, in consideration of the mutual covenants and agreements flo~~ing to each of the parties hereto, it is agreed as follows: 1. Pursuant to the Board of Trustees' acceptance of this Trust Joinder Agreement, the ,Virginia, is a Participating Employer in the Trust Fund, as provided in the Agreement, and the Local Finance Board is authorized to enter into this Trust Joinder Agreement, and to represent and vote the beneficial interest of , Virginia, in the Trust Fund in accordance with the Agreement. 2. Capitalized terms not otherwise defined in this Trust Joinder Agreement have the meaning given to them under the Agreement. 3. The Laca1 Finance Board shall cause appropriations designated by the Participating Employer far deposit in the Trust Fund to be deposited into a depository designated by the Trustees. 4, The Local Finance Board shall timely remit, or tunely approve the remittance of, administrative fees as may be due and payable by the Participating Employer under the Agreement into a depository designated by the Trustees. 5. The Participating Bmployer shall have no right, title or interest in or to any specific assets of the Trust Fund, but shall have an undi~.ded beneficial interest in the Trust Fund; however, there sha11 be a specific accounting of assets allocable to the Participating Employer. 6. The Local Finance Board shall pro~.de to the ~A ' 'strator designated by the Trustees all relevant information reasonably requested by the Adm%nistrator for the aduv.nistration of the Participating Employer's investment, and shall promptly update all such information. The Local Finance Board shall certify said information to be correct to the best of its knowledge, and the Trustees and the Adrn%na strator shall have the right to rely on the accuracy of said information in performing their contractual responsibilities. 1. The Trust Fund provides administrative, custodial and investment services to the Participating Employer in accordance with the Agreement. S. The Trustees and the Admina.strator, in accordance with the Agreement and the policies and procedures established by the Trustees, shall periodically report Trust activities to the Participating Employer on a timely basis. 9. The Local Finance Board and the Participating Employer agree to abide by and be bound by the terms, duties, rights and obligations as set forth in the Agreement, as may be amended by the Trustees, which is attached hereto and is made a part of this Trust Joinder Agreement. 10. The Local Finance Board, in fulfillment of its duties as the trustee of the Participating Employer, retains the services of the Investment Manager or Managers selected by the Trustees pursuant to the Agreement. 11. The term of this Trust Joinder Agreement shall be indefinite; however, the Participating Employer nay not terminate this Trust Joinder Agreement until 1 S~ days after its initial investment. Thereafter, the Local Finance Board may terminate this Trust Joinder Agreement on behalf of the Participating Employer by giving at least ~0 days prior notice in writing to the Trustees. Termination shall be governed by the provisions of the Agreement. IN WITNESS '4~HER~QF, the Local Finance Board has caused this Trust Joinder Agreement to be executed this day of , ~0 2 ~ac~~ FIl~IANCE ~a~D aF a~ ATTEST: ~~~~ ACCEPTANCE: VIRGINIA. PaaI~ED aPEB TRUST FUND Virgi~.~~ Il~c~l Gaver~~ent Fi~a.ncc Corpor~t~on By: Admi.nistratar ~::ODMAIPCDOC5IDOCSNFK~Z2~989Z~7 ATA REGULAR MEETING QF THE BOARD OF SUPERVIS(]RS QF R4ANOKE CGUNTY, VIRGINIA, HELD AT THE RQANQKE COUNTY ADMINISTRAI"IQN CEN"fER ON TUESDAY, APRIL 28, 2009 RESQLUI'IQN X42849-5 APPRQVING AND CQNCURRING IN CERTAIN ITEMS SET FORTH QN THE BQARD QF SUPERVISQRS AGENDA FQR THIS DATE DESIGNATED AS ITEM K - CQNSENT AGENDA BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia, as follows: Thatthe certain section ofthe agenda of the Board of Supervisors forApril28, 2009 designated as Item K-ConsentAgenda be, and hereby is, approved and concurred in as to each item separately setforth in said section designated Items 1 through 2 inclusive, as follows: 1. Request from the schools to accept and appropriate dual enrollment program funds in the amount of $50,291.11 2. Request to adopt a resolution to reconfirm support for rail alternatives to complement planned improvements to I-81 That the Clerk to the Board is hereby authorized and directed where required bylaw to setforth upon any of said items the separatevotetabulation foranysuch item pursuant to this resolution. Qn motion of Supervisor Flora to adopt the consent resolution, and carried by the following recorded vote: AYES: Supervisors Moore, Church, Flora, McNamara, Altizer NAYS: None A COPY TESTE: Brenda J. Hol on, CMC Deputy Clerk to the Board c: Diane Hyatt, Chief Financial Qfficer Rebecca Qwens, Director, Finance Dr. Lorraine Lange, School Superintendent Brenda Chastain, Clerk, School Board ACTION NO. A-942899-5.a ITEM N0. K-2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: APPRQVED BY: April 28, 2009 Request from the schools to accept and appropriate dual enrollment program funds in the amount of $50,291.11 B. Clayton Goodman, III County Administrator CQLINTY ADMINISTRATOR'S CaMMENTS: SUMMARY OF INFORMATION: Roanoke County Schools and Virginia Western Community College have an agreement whereby the college provides college level courses in English, US History, AP Calculus and certain technical and science subjects, 'these courses are taught by Roanoke County teachers who meet the college's criteria for adjunct professors. Monies that have been collected exceed the expenses; therefore, there is a request for these additional funds to be appropriated. Roanoke County Schools collected $119,419.40 tuition from 1441 students. VWCC will reimburse $201,518.49 for services rendered teachers, administrating expenses, rooms, utilities, and maintenance. Roanoke County Schools owes VWCC $216,691.32 for tuition and technology fees and college service fees. The difference between what was collected and what was spent is $50,291.11. FISCAL IMPACT: The instruction budget will be increased by $50,291.11. STAFF RECOMMENDATION: Staff recommendstheacceptance and appropriation of funds in the amountof $50,291.11 from the dual enrollment program. VOTE: Supervisor Flora moved to approve the staff recommendation. Motion Approved Yes No Absent Ms. Moore ~ ^ ^ Mr. Church ~ ^ ^ Mr. Flora ~ ^ ^ Mr. McNamara ~ ^ ^ Mr. Altizer ~ ^ ^ c: Diane Hyatt, Chief Financial officer Rebecca Owens, Director, Finance Dr. Lorraine Lange, School Superintendent Brenda Chastain, Clerk, School Board ~ .,.5 + ~ J ' ! ~~ i _ I .~ ~` ~ ~I ~ t ^~ [ it ~ _ F 'f~ - - - - +^- 5 ~ r { I i t 4^. ~~ ~a ? r i - ~ :... ~i ~ .. ~~ ~P R ~ ~ 13 - gri 7a ~' ,fy; ~ eY ~T ~ ~ ~ 4, (~ ?~ ,~~ ~ f~ ~ fGd ~ ~ ~ ~ IN^, _ ~ _Ya~ _ _ _ '.Y _.__. .. 5 _ _ /" 1 ~' 5... ... ~ .e n -Lr ^ , Y` ~.. ~. K ~ ~ .. f .~~ ~ .. ,an .i J ~ _.. b i .. ~ +n ~ I 4 .2: 1 _ ~ ~ ._. rs~ rr w~T i ~ - - _ ~. .. r ``JJ j ] .r '~ ~ I 4 ' ~ ~ f V N a~ v I ' ~ ~ - V R _ ~. ~7 ( ~ I __ .~.. .. y I .~I ~.. ,. ~. ~. I. ..~ 2 ~ ~ < , f . w ~~. .. ` ~_ ~ ... ~ 'l w., f I_ ~ ~ n ~,.d, II ._. ~ .. ~ ^ ~ ~_ -r F ~ .. r.....F .., M .~ ~.. . • . U~ ^ ~ I ~I _ i r v f.~ ~ } a _ 1. _. ~~ • ~. n .. i ` r. .},e ~• h_I 3~r1 ~.. ~. - ., _•M .c. i'°nxII - it .... - ~..r' ~ n_ ~ T ~ Ili, i ~. ... r,. ~4 ` .. .. ,.~ ..._~. II ~'n-. _a.. ~ ~-~~ I ~ I _ - ,i hr. _ i~x _ ~ u., r+ ~~ true, Lei ~ ~ . ~ _:. ~r+ ... ~ e ~ Ik ., - -.. .~. _ B ~. i ~ tig f. I j ..I a ;,_ _ ~ : . , v i I .. .. .. ~ _ I I ^ - , ~ ~~ F ~~ - r ` ~ '. ~. ~:: _ ,~~ f _._._ ~. .. _ ..~ ! 1 } y , r i , it i i i i r r r irii i ; , , i it i r i r irii, conducted in conformity with Virginia law. , it , r i . l I it "I i I I r , I I r r l f I I I r r I r i t r I r , irii , i rr i r . r , , , Brenda J. Hol on, CMC Deputy Clerk to the Board ! 1 1 iy 1 1 ~~r i i r I , i I r , WHEREAS, the Roanoke County Planning Commission held a public hearing on i r ri I ; it . , irii, 1 i l i r I . , r r Mountain View Road and Wolf Run (Tax Map Numbers attached as Exhibit A) in the Vinton r r(I r, i r r r l i i I r n , irii, i i i " i , , i i i i r ., it I 1 ., i , ., i , ., I i i ri i - i t i i i . ~ t i r l i t r ti it 5. That this ordinance shall be in full force and effect thirty (30) days after its I i it t , t i ii i i t i i I ri i . t t i t r i . , l , ~. ~~f~ Brenda J. Holton, CMC Deputy Clerk to the Board AFFECTED PROPERTIES l i: i ! l i j i i r Exhibit A -Tax Map Numbers A REZONING APPLICATION: PLANNING AND DESIGN DOCUMENTS FOR COUNTY OF R ANOKE, VIRGINIA ROANOKE COUNTY'S FIRST PLANNED RESIDENTIAL DEVELOPMENT (PRD) f '} ! " '! a -- ~ '^7t Exhibit B -Amended Conditions -March 31, 2009 r it I I r , . t i l i t i t it ii I t , i i t t l ri - trtr r r + t t i r , 113 ; t t it 11i t ' " . . tt i i I f r t Ili ; t t I It ti it t , . ' " . . t , ti li r t , ;t ti i i i iii r t , . ' , t i t f i r rn i t , i Ili ", r r . . r i i t r i t l i i l~ ~ t' " . f i t r i ; l i i ' . I r - rl I n, i i t t f in I i i r l I r t r ~~ r r , t . , r t r r ;t . ;t ~' . t; . ~~ . . , ' r I Sri r l I it i t . ~ i i r l 1 i fi It I f ' ,', i , t ri .t r r ; i ri i i i I 1 ", . ,~ .t " r r ", r, t f i i ii . Exhibit C -Legal Description