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EXHIBIT A VIRGINIA POOLED OPEB TRUST FUND AGREEMENT THIS AGREEMENT (the "Agreement "), made by and between the Participating Employers and their Local Finance Boards who execute Trust Joinder Agreements to participate in the Virginia Pooled OPEB Trust Fund, and the individuals named as Trustees pursuant to Section 106 hereof and their successors (the "Board of Trustees "). The Participating Employers and their Local Finance Boards hereby establish with the Board of Trustees, 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 post- employment benefits other than pensions as provided in Article 8, Chapter 15, Subtitle II of Title 15.2 of the Virginia Code ( §§ 15.2 -1544 et seq.) to be held for the purposes set forth herein. WITNESSETH: 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, 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 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 (referred to hereinafter as "Other Post - Employment Benefits "), 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 WHEREAS, Article 8, Chapter 15, Subtitle I1 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 (herein referred to as the "Trust Fund ") As amended December i. 2012