‘BOARD OF EDUCATON Laurie MeCaulley- District E. Casey Wardynski. Ph.D. ‘Beth Wilder - District 2 Superintender {Elsa Ferrell-Distret 3 Superintendent HUNTSVILLE CITY ——watker ecinnis- istrict @ SCHOOLS __ mitecubresth-oitriers Whee Poorg Parc Tah Pighe PROPOSAL FOR ASSIGNMENT AGREEMENT ‘This Proposal for a mutually beneficial Assignment Agreement ("Proposal") is ‘submitted and as of April 43, 2016 (the “Effective Date") by the Huntsville City Board of Education, apolitical subdivision ofthe State of Alabama (“Huntsville City Schools), to the Madison County Board of Education, a political subdivision of the State of Alabama (Madison County Schools"), pursuant to and in accordance with a Resolution of the Huntsville City Board of Education dated April 4, 2016, a copy of which is attached hereto .as Behibit A. Hereinafter, mention of the entities-in-interest may refer to “Parties" (collective reference) or "Party" (Individual reference) ‘WHEREAS, in June of 2013, the Public School and College Authority (PSCA) issued Capital Improvement Bonds Series 2013-A and 2013-B, for the benefit of public school boards ‘operating in areas of North Alabama affected by the Federal Base Realignment and Closure “Act (BRAC); and WHEREAS, pursuant to Tax Compliance Agreements underlying the BRAC warrants, all proceeds of the warrants must be used to finance the renovation of existing school facilities and/or in the construction of new schoo! facilities by the recipient boards of education; and WHEREAS, pursuant to Tax Compliance Agreements underlying the BRAC warrants, more specifically pursuant to Section 3.1 of Tax Compliance Agreements underlying the BRAC ‘warrants, no less than $% of bond proceeds must have been expended or encumbered (pursuant to binding obligations or commitments of the board) within six months of the suance, and 100% of bond proceeds must be expended or encumbered (pursuant obligations or commitments of the board) within three years of the date of issuance; and WHEREAS, the Huntsville City Board of Education (“Huntsville City Schools") understands that she Madison County Board of Education ("Madison County Schools") has not expended. a balance of BRAC funds sufficient to comply with the Tax Compliance Agreements, and ‘may be unable to do so by June 2016; and WHEREAS, the debt repayment structure of the BRAC warrants requires only one-half of principal repayment from the recipient Board over 20 year. This is considered to be an Post Office Box 1256 + Huntsville, Alabama 35807-4801 (256) 428-6800 won huntsrtectychoos ory aw equa OPPORTUNITY EMPLovERextremely beneficial structure for the recipient entity resulting in inexpensive, long-term obligations; and WHEREAS, Huntsville City Schools sees an opportunity for the mutual benefit of Madison. County Schools and Huntsville City Schools through the assignment of Madison County. Schools’ BRAC Warrants to Huntsville City Schools in exchange fo: legally sufficient ‘orsideration (in the event that Madison County Schools is otherwise unable to expend the proceeds ofits BRAC warrants); NOW, THEREFORE, the Superintendent of the Huntsville City School Foard proposes the following terms and conditions (of an eventual Assignment Agreement) for consideration by Madison County Schools. Upon agreement to these terms by Madison County Schools, Huntsville City Schools shall draft, or shall cause to be drafted, an Assignment Agreement by and between the Parties which shall commemorate all agreed-upon terms and conditions and which shall effectuate the transfer of consideration as contemplated herein, 1. Huntsville City Schools shall pay to Madison County Schools a balance of $5 million. ‘The balance of the funds shall be paid from the Board's General or Debt Service Funds (or a combination of both). Unless otherwise directed ty Madison County Schools, the balance of funds recelved by Madison County Schools shall be discretionary funding. In the event that Madison County Schools agrees to assign a portion of its BRAC warrants, Huntsville City Schools may pay to Madison City Schools all ora portion of $5 million as consideration, 2, Madison County Schools shall assign all (or a portion of) is BRAC warrants proceeds outstanding and unexpended (as of the effective date of the assignment agreement) to the Huntsville City Schools. In the event of a partial assignment of BRAC warrants outstanding and unexpended (as contemplated in Section 1 herein), the Huntsville City Schools’ Superintendent may offer a prorated balance of the $5 million consideration if/as agreeable with Madison City Schools. 3. Prior to execution of an assignment agreement, a copy of the same will be remitted to the Public School and College Authority for review for legal propriety and sufficiency, 4 The Agreement shall be finalized no later than May 1, 2016, 5. This Proposal is intended to be a non-binding memorandum of intent and no. ‘obligation or other legal rights will be ereated between the partes, except by a duly: ‘executed definite agreement. The remainder ofthis page left blank inentionaly Post office Box 1256 + Huntsville, Alabama 35807-4801 (256) 428-6800 un hurzitcyacholog AN EQUAL OPPORTUNITY EUPLOTERos Signed this 23 day of. Agaai-l 2016 aged Post Office Box 1256 ¢ Huntsville, Alabama 35807-4801 (256) 428-6800 srnahuotritetyebola ary AN EQUAL OPPORTUNITY EMPLOYEREXHIBIT A [RESOLUTION OF HUNTSVILLE CITY BOARD OF EDUCATION ‘WHEREAS, in June of 2013, the Public School and College Authority (PSCA) issued Capital Improvement Bonds Series 2013-A and 2013-B, for the bexefit of public school boards: ‘operating in areas of North Alabama affected by the Federal Base Realignment and Closure ‘Act (BRAG); and WHEREAS, pursuant to Tax Compliance Agreements underlying the BRAC warrants, all proceeds of the warrants must be used to finance the renovation of existing school facilities and/or in the construction of new school facilities by the recipient boards of education; and WHEREAS, pursuant to Tax Compliance Agreements underlying the BRAC warrants, more specifically pursuant to Section 3.1 of Tax Compliance Agreements underlying the BRAC. ‘warrants, no less than 5% of bond proceeds must have been expended or encumbered (pursuant to binding obligations or commitments of the board) within sbx months of the dite of issuance, and 100% of bond proceeds must be expended or encumbered (pursuant ‘to binding obligations or commitments of the board) within three years of the date of {ssuance; and WHEREAS, the Huntsville City Board of Education ("Huntsville City Schools”) understands ‘that the Madison County Board of Education ("Madison County Schools") has not expended ‘balance of BRAC funds sufficient to comply with the Tax Compliance Agreements, and ‘muy be unable to do so by june 2016; and WHEREAS, the debt repayment structure of the BRAC warrants requires only one-half of Principal repayment from the recipient Board over 20 year, This Is considered to be an ‘extremely beneficial structure for the recipient entity resulting in inexpensive, long-term obligations; and WHEREAS, Huntsville City Schools sees an opportunity for the mutual benefit of Madison County Schools and Huntsville City Schools through the assignment of Madison County ‘Schools’ BRAC Warrants to Huntsville City Schools in exchange for legally sufficient ‘consideration (in the event that Madison County Schools is otherwise unable to expend the proceeds of ts BRAC warrants); NOW, THEREFORE, the Huntsville City School Board authorizes the Superintendent, or the Superintendent's designee, to take certain actions as may be deemed necessary in order to Invite, structure, and effectuate an assignment of the Madison County Schools’ BRAC ‘warrants to the Huntsville City Board of Education provided that the underlying agreement contemplates the following parameters; 1, Huntsville City Schools shall pay to Madison County Schools a balance not to exceed ‘$5 million, ‘The balance of the funds shall be paid from the Board's General or Debt Post Office Box 1256 © Huntsville, Alabama 35807-4801. (36) 428-6900 ona hutiecchoos ony ‘AN EQUAL OPPORTUNITY EMMLOTER‘EMIBIT A RESOLUTION OF HUNTSVILLE CITY BOARD OF EDUCATION. WHEREAS, in June of 2013, the Public School and College Authority (PSCA) issued Capital Improvement Bonds Series 2013-A and 2013-B, for the beneftt of public school boards ‘operating n areas of North Alabama affected by the Federal Base Realignment and Closure ‘Act (BRAC); and WHEREAS, pursuant to Tax Compliance Agreements underlying the BRAC warrants, all proceeds of the warrants must be used to finance the renovation of existing school facilities, ‘and/or in the construction of new school facilites by the reciplent boards of education; and. WHEREAS, pursuant to Tax Compliance Agreements underlying the BRAC warrants, more specifically pursuant to Section 3.1 of Tax Compliance Agreements underlying the BRAC ‘warrants, no less than 5% of bond proceeds must have been expended or encumbered (pursuant to binding obligations or commitments of the board) within eix months of the date of issuance, and 100% of bond proceeds must be expended or encumbered (pursuant to binding obligations or commitments of the board) within three years of the date of issuance; and WHEREAS, the Huntsville City Board of Education (“Huntsville City Schools”) understands ‘that the Madison County Board of Education ("Madison County Schools") has not expended a balance of BRAC funds sufficient to comply with the Tax Compliance Agreements, and ‘may be unable to do so by june 2016; and WHEREAS, the debt repayment structure of the BRAC warrants requires only one-half of principal repayment from the recipient Board over 20 year. ‘This is considered to be an ‘extremely beneficial structure for the recipient entity resulting in inexpensive, long-term obligations; and WHEREAS, Huntsville City Schools sees an opportunity for the mutual benefit of Madison County Schools and Huntsville City Schools through the assignment of Madison County Schools’ BRAC Warrants to Huntsville City Schools in exchange for legally sufficient consideration (in the event that Madison County Schools is otherwise unable to expend the proceeds of ts BRAC warrants); NOW, THEREFORE, the Huntsville City School Board authorizes the Superintendent, or the ‘Superintendent's designee, to take certain actions as may be deemed necessary in order to Invite, structure, and effectuate an assignment of the Madison County Schools’ BRAC ‘warrants to the Huntsville City Board of Education provided that the underlying agreement contemplates the following parameters; Post Ofce Box 1256 © Huntsville, Alabama 35807-4801. (56) 28-6800 ne hnteechychocors AM EQUAL OPPORTUNITY EMPLOTER4 |. Huntsvile City Schools shall pay to Madison County Schools a balance not to exceed ‘$5 million. The balance of the funds shall be paid from the Board's General or Debt Service funds (or a combination of both) and shall be recelved by the Madison County és discretionary funding. . The Agreement must be finalized no later than May 1, 2016, . ‘The Agreement shall contemplate the transfer of all or a portion of the Madison County Schools BRAG proceeds outstanding and unexpended as ofthe effective date of the agreement. ‘The Superintendent may prorate the $5 million consideration. allowance as deemed necessary. Prior to execution of the Agreement, a copy of the same will be remitted to the Public School and College Authority for review for legal propriety and sufficiency. 3. Prior to execution of the Agreement, a copy of the same will be remitted to Lanier Ford Shaver & Payne, PC. attorneys for review for legal propriety and sufficiency. Subsequent to execution of the Agreement, the Chief Financial Officer will report to- ‘the Board In open session, all substantial terms of the Agreement. A copy of the ‘same will be posted to the Board's website in the same manner as other agreements. of this nature, Signed this 47" day ot_Apr!__, 2016 Cfowui. 10 Coulley She ol Beard Member But Willow, ieard Member Board Member Fon orcs 91256 mane abana 3587-401 (ase) xhae00, sevaheertncceeo