Page 1 of 5 MEMORANDUM OF UNDERSTANDING BETWEEN THE

							         MEMORANDUM OF UNDERSTANDING BETWEEN
 THE BOARD OF COUNTY SUPERVISORS OF PRINCE WILLIAM COUNTY
       AND THE PRINCE WILLIAM COUNTY SCHOOL BOARD.


       This MEMORANDUM OF UNDERSTANDING (“MOU”) is entered into this
___ day of __________, 2009, by and between THE BOARD OF COUNTY
SUPERVISORS OF PRINCE WILLIAM COUNTY (“The County”), the governing body
of a political subdivision of the Commonwealth of Virginia, and the PRINCE WILLIAM
COUNTY SCHOOL BOARD (“The School Board”), the governing body of a political
subdivision of the Commonwealth of Virginia; and
       WHEREAS, the County has established certain medical benefits plans to provide
post-employment benefits other than pensions as defined in Section 15.2-1545 of the
Virginia Code to County retirees and their beneficiaries; and
       WHEREAS, the School Board has established certain medical benefits plans to
provide post-employment benefits other than pensions as defined in Section 15.2-1545 of
the Virginia Code to School Board retirees and their beneficiaries; and
       WHEREAS, the Governmental Accounting Standards Board (GASB) has issued
Statement 45 that establishes standards for accounting and financial reporting for state
and local governmental employers who offer other post-employment benefits to
participants and their eligible dependents; and
       WHEREAS, Section 15.2-1544 of the Virginia Code authorizes localities to
establish a trust for the purpose of accumulating and investing assets to fund post-
employment benefits other than pensions; and
       WHEREAS, the County proposes to establish an irrevocable trust pursuant to
Section 15.2-1544 of the Virginia Code in which funds will be placed and invested for the
purpose of funding post employment benefits other than pensions, known as the Prince
William County, Virginia Other Post-Employment Benefits Master Trust Agreement (the
“Trust Agreement”) in substantially the form attached hereto as Attachment A; and




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       WHEREAS, Section 15.2-1544 of the Virginia Code authorizes the School Board
to enter into an agreement with the County, permitting the School Board to participate in
the Trust; and
       WHEREAS, the School Board does hereby determine that it is in the best interest
of the Prince William County Public Schools to participate in the Trust Agreement to be
established by the County; and
       WHEREAS, the School Board does hereby agree to be bound by the terms of the
Trust Agreement.
       NOW THEREFORE, in consideration of the foregoing the County and the

School Board agree as follows:

I.     ESTABLISHMENT OF TRUST

       The County and the School Board acknowledge that by acts of the County, the

County will establish an irrevocable trust fund known as the Prince William County,

Virginia Other Post-Employment Benefits (OPEM) Master Trust (“the Trust”) for the

purpose of accumulating and investing assets to fund post-employment benefits other

than pensions.


II.    APPOINTMENT OF TRUST ADMINISTRATOR; MEMBERSHIP ON
       FINANCE BOARD

       The County and the School Board acknowledge that by acts of the County, the

County will establish the Prince William County, Virginia Other Post-Employment

Benefits Trust Finance Board (“the Finance Board”) pursuant to Section 15.2-1547, VA

Code Ann., and will appoint the Finance Board to serve as trustee of the Trust. The

County and the School Board further acknowledge that the Prince William County

Schools’ Director of Finance shall be a permanent member of the Finance Board as long

as the School Board participates in the Trust.


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III.   TRANSFER OF ASSETS TO TRUST

       The County and the School Board acknowledges that any annual transfer of funds

to the Trust must occur in a timely manner. The School Board and the County shall take

all necessary steps to ensure the funds which they each have determined to place in Trust

pursuant to GASB Statement 45 are timely transferred to the Trust.

IV.    PAYMENT OF EXPENSES

       The School Board agrees that it shall pay its pro rata share of all expenses general

to the administration of the Trust and specific to the administration of the School Board’s

sub-accounts within the Trust, as set forth in Section 7.03 of the Trust Agreement,

attached hereto as Attachment A.        Payment shall be made directly from the School

Board’s sub-account within the Trust.


V.     EFFECTIVE PERIOD OF MOU

       The County and the School Board agree this MOU shall be effective from entry

date recited above and shall remain effective for the life of the Trust or until such time as

the School Board determines it no longer desires to participate in the Trust.


VI.    TERMINATION OF PARTICIPATION IN THE TRUST

       Should the School Board determine to terminate its participation in the Trust,

notice must be given to the County and the Trustee of the Trust at least 60 days prior to

the effective date of the termination. The School Board agrees its share of the assets in

the Trust shall be used to provide any benefits continuing to be due to active or former

employees (and their dependents or beneficiaries) who are entitled to benefits under the




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terms of the Plans.     If there are no active or former employees (or dependents or

beneficiaries) due a benefit under the terms of the Plans, then any remaining assets in the

Plans that belong to the School Board shall revert to the School Board.

VII.     AMENDMENTS TO AGREEMENT

         Any amendment to this agreement must be in writing and will not be effective

until it has been executed and approved by the same parties who executed and approved

the original agreement, or their successors in office.

VIII. LIABILITY.

         Each party to this Agreement shall be responsible for its acts and behavior in the

execution of this agreement.

IX.      NON-ASSIGNABILITY.

         Neither this Agreement nor any part hereof can be assigned or contracted away, or

in any manner transferred by either party without the express written consent of the other

party.

X.       INTEGRATION.

         This Agreement sets forth the entire agreement and understanding among the

parties relating to the subject matter hereof and supersedes all prior and contemporaneous

agreements and understandings not specified herein.         This Agreement may not be

modified or changed other than by an agreement in writing executed by both parties.

XI.      CONSENT TO BREACH NOT WAIVER.

         No term or provision of this Agreement will be deemed waived and breach

excused by either party, unless such waiver or consent is agreed to in writing by that party

and signed on its behalf by its duly authorized executive Officer. Any consent by either


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party to or waiver of a breach by the other party, whether expressed or implied, will not

constitute a consent to or waiver of or excuse for any other, different, or subsequent

breach.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their duly authorized officers and their respective seals to be hereunto affixed

the day and year first above written.

                                             THE BOARD OF COUNTY SUPERVISORS
                                             OF PRINCE WILLIAM COUNTY

                                             By: ________________________________
                                                    Corey A. Stewart, Chairman


ATTEST:

__________________________________
Title:__________________________


                                             PRINCE WILLIAM COUNTY SCHOOL
                                             BOARD

                                             By: _______________________________
                                                    Milton Johns, Chairman


ATTEST:

_________________________________
Title: __________________________




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