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 its BRAC warrants);
NOW, THEREFORE, the Superintendent of the Huntsville City School Board 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 Boards General or Debt Service
Funds (or a combination of both). Unless otherwise directed by Madison County
Schools, the balance of funds received 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 County
Schools all or a portion of $5 million as consideration.
2. Madison County Schools shall assign all (or a portion of) its 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 County 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 created between the parties, except by a duly
executed definite agreement.
The remainder of this page left blank intentionally
Post Office Box 1256 Huntsville, Alabama 35807-4801
(256) 428-6800
www.huntsvillecityschools.org
AN EQUAL OPPORTUNITY EMPLOYER

Signed this __________ day of ________________, 2016

_____________________________________________________
Superintendent

Post Office Box 1256 Huntsville, Alabama 35807-4801

(256) 428-6800
www.huntsvillecityschools.org
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 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 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 six 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 its BRAC warrants);
NOW, THEREFORE, the Huntsville City School Board authorizes the Superintendent, or the
Superintendents 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 Boards General or Debt
Post Office Box 1256 Huntsville, Alabama 35807-4801
(256) 428-6800
www.huntsvillecityschools.org
AN EQUAL OPPORTUNITY EMPLOYER

Service funds (or a combination of both) and shall be received by the Madison
County as discretionary funding.
2. The Agreement must be finalized no later than May 1, 2016.
3. The Agreement shall contemplate the transfer of all or a portion of the Madison
County Schools BRAC proceeds outstanding and unexpended as of the effective date
of the agreement. The Superintendent may prorate the $5 million consideration
allowance as deemed necessary.
4. 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.
5. Prior to execution of the Agreement, a copy of the same will be remitted to Lanier
Ford Shaver & Payne, P.C. attorneys for review for legal propriety and sufficiency.
6. 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 Boards website in the same manner as other agreements
of this nature.

Signed this __________ day of ________________, 2016

_____________________________________________________
Board President
_____________________________________________________
Board Member
_____________________________________________________
Board Member
_____________________________________________________
Board Member
_____________________________________________________
Board Member

Post Office Box 1256 Huntsville, Alabama 35807-4801

(256) 428-6800
www.huntsvillecityschools.org
AN EQUAL OPPORTUNITY EMPLOYER