: MNCBE/ BEAL FUNDING AGREEMENT 3. 2013 by and among . & political subdivision of the State of Alabama (the TON, an agency and ihe “Board"), and acknowledged by ALABAMA. PUBLIC SCHOOL AND COLLEGE AUTHORITY. an Alabama public corporation (the "Authority"). 5 2 - z 2 z 2 g 4 Z RECITALS (a) __ Pursuant to Section 16-13-309 of the Code of Alabama 19 the purposes expressed herein, the County and the Board have executed ant delivered this pureement in connestion withthe sale and issuance by the Authority ofits Capital Improvement Pool Bonds, Series 2013-B, expected to be issued in the approximate amount of $55,915,000 (the "Bonds"), "75, as amended, and for (b) The Authority is authorized under Act No. 2010-35) enacted at the 2010 Regular Sond rect the Legislature of Alabama (the "20L0 Act") and Act No. 2012-562 enacted ine 2012 Regular Session of the Legislature of Alabama (the "2012 Act") to issue bonds for the benefit of several local boards of education, including the Board. for the renovating at e ing school facilities and construction of new school facilities. (6) Under the 2010 Act and the 2012 Act, each such local board, is required to pay to the Authority amounts equal to half of he debt service portion of the Bonds ailocable to such board, including the Board, payments due on the (d) This Agreement will help the Board take advantage of the attractive financing opportunity provided by the Authority under the 2010 Act and the 2012 Act, NOW. THEREFORE, for and in consideration of the premises, and agreements herein contained. the Counly and the Board hereby themselves as follows: Section 1, Representations and Warrinties of the County, The County hereby represents and warrants as follows: (a) _ The County has corporate power and authority to enter into this Agreement and to Tae Out ts obligations hereunder and by proper corporate action the County has duly authonted the execution, delivery and performance of this Agreement and the mutual covenants vovenant, agree and bind (©), Debt is being incurred by the Board and the Authority in reliance upon the obligations of the County under this Agreement, 160042Ce) lit issuance of the Bonds and the application of the proceeds thereof for the burposes set forth in the 2010 Act and the 2012 Act and in this Agreement will provide a public Purpose and benefit to and promote the general welfare ofthe County (2 ay bon the delivery of this Agreement by the County. the total indebtedness of the County (including without limitation, the indebtedness of the County hereunder) subject to the deb limitation for the County prescribed by Amendment No, 342 of the Constitution of Alabarcs of 1901, as amended, shall not be in excess of said debt limitation. Section 2, —_ Representations and Warrantics of the Board. “The Bomd hereby represents and warrant s as follows: (a), ihe Board has corporate power and authority to enter into this Agreement and to {Git out its obligations hereunder and by proper corporate action the Board has duly authorsaad the execution. delivery and performance of this Agreement, {> sg Debt is being incured. by the Board. and the Authority in relience upon she ‘obligations of the Courity under this Agreement, (©) ite issuance of the Bonds and the application of the proceeds thereof for the purposes set forth in the 2010 Act and the 2012 Act and in this Agreement will provide a public Purpose and benetit to and promote the general welfare of the County. (a) It is agreed that time is of the essence with respect to the obligations contained herein, ‘The proceeds of the Bonds will be substantially used forthe following Capital Projects, as identified in the Madison County Board of Education Five-Vear Capital Plan adopted April 12, 2013. The projects shall be prioritized as listed Funding Estimated Pelority Project Name get is Year Project Budget fa) Harvest School i 2013 $2,400,000 Mb) Harvest School Mechanical Replacement 2013 $1,750,000 2° Sparkman High ‘New High School ~ 1,600 2013 $46,000,000 School District (New Students Monrovia High School) 3 Lyon Fanning, New Elementary School — 2013 $16,000,000 District 600 Students 4 Madison County Addition & Remodel of 2013 $7,000,000 Elementary School Existing Campus for a K-6 Schoo! - 300 StudentsFunding Estimated Eriority Project Name Project Descriptio Year Proicet Budget 5 Madison County 7-8" Grade Addition & 2013 $3,300,000 High School Enlarge Dining Room -230 Unfunded Students Section 3. ‘ments by and Nature of Obligati County, (2) rage OF before May 1, 2014. and on or before the 1 day of each May’ thereafter, {nit aud including May 1, 2023. the County shall unconditionally pay $500.000 to te Bene Aankable fms and without notice or demand therefor forthe purpose of paying debt cenice ‘Be County's obligations hereunder. if not paid as set fon in the immedianly preceding sentence, shall bear interest from such May 1 payment date at the rate of five percent (5%) per annum until paid, (0) __The obligations of the County to make the payments required under Section 3(a) of this Agreement shall constitute « general obligation of the County for which the full faith, credit and taxing power of the County are hereby irievocably pledged and shall be absotute and unconditional, Co) abs Board shall cooperate with the County to identify any funding source that ‘ight reasonably be utilized to offset the County's obligation hereunder, Section 4. Third-Party Beneficiary. This Agreement is a third-party beneficiary Contract and the Authority is third-party beneficiary of the covenants and agreemeats on the bart of the parties hereto contained herein as flly and completly as ifthe Authority was & party signatory hereto, Section 5, Enforceability. The provisions of this Agreement shall be severable. In the event any provision hereof shall be held invalid or unenforeeab! le by any court of competent Jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions hereof, Section 6 Erior Agreements Canceled, This Agreement shall completely and fully Supersede all other prior agreements. both written and oral, among the parties hereto relating 10 the matters contained herein. None ofthe pants hereio shall hereafter have any rights under any cf such prior agreements but shal look to this Agreement for definition and deterninaies ofall of their respective rights, liabilities and responsibilities relating tothe matters vontated herein, Section 7. Counterparts, ‘This Agreement may be exeeuted in counterparts. each of ‘Which shall constitute but one and the same agreement, Section 8. Bi Effect: Governing Law. ‘This Agreement shall inure to the benefit of. and shall be binding upon. the parties hereto and their respective. suaceeson ra casiens. This Agreement shall be governed exclusively by the laws ofthe State of Alntom ai ‘captions titles or headings are for reference purposes only and shell notin any way affect the ‘meaning or interpretation of the provisions of this Agreement. 3Section 9. NoAssigniuent or Transfer. This Agreement is not negotiable and may not be transferred or assigned except to a suecessor to the interests of the Board, IN WITNESS WHEREOF. the County and the Board have cach caused this Agreement to be executed in its name, under seal. and the same attested. all by officers thera? duly authorized thereunto, and have caused this Agreement to be dated the date and year fist above written, MADISON COUNTY BOARD OF EDUCATION Superintende:ACKNOWLEDGMENT. fe foregoing Funding Agreement is hereby acknowledged by Alabama Public School and College Authority as ofthe date and year of the Funding Agreement, ALABAMA PUBLIC SCHOOL AND COLLEGE AUTHORITY By: ee Its: ne a SEAL