agenda - monday, march 28, 2016

AGENDA REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF MADISON, ALABAMA, AL

6:00 PM COUNCIL CHAMBERS

MARCH 28, 2016

Agenda March 28, 2016

of 4

AGENDA NO. 2016-06-RG

1. CALL TO ORDER

2. INVOCATION

Pastor Rex Looney, CrossPointe Church

3. PLEDGE OF ALLEGIANCE

4. ROLL CALL OF ELECTED GOVERNING OFFICIALS

5. APPROVAL OF MINUTES

A. Minutes No. 2016-05-RG, March 14, 2016

6. PRESENTATION AND AWARDS

A. Miki Bennett, MARF Director, Presentation in Connection with Annual Appropriation

B. Chris Newlin, National Children's Advocacy Center, Executive Director, Presentation Regarding Annual Appropriation

7. PUBLIC COMMENTS

8. CONSENT AGENDA AND FINANCE COMMITTEE REPORT

A. Regular & Periodic Bills to be Paid

B. Acceptance of Donation in the Amount of $25.00 in Memory of Mary Singh from Ms. Mary McGhee to be Used by the Police Department (To be Deposited into the Police Department Donation Account)

C. Resolution No. 2016-66-R Declaring Certain City Property Previously Used by the Court Department as Surplus and of Negligible Value and Authorizing Its Disposal

D. Acceptance of Donations in the Total Amount of $465 in Memory of Mary Singh (To be Deposited into Fire Department Donation Account)

E. Approval of Payment for Invoice #2752 in the Amount of $59,009.34 to Holzheimer Bolek & Meehan- Architectural & Engineering Services for Madison Public Library Facility (To be Paid from 2015 Bond Account)

Agenda City Council March 28, 2016

City of Madison, Alabama Updated 3/25/2016 2:09 PM

F. Approval of Payment to Volkert - Payment # 11 in the Amount of $33,500 for Professional Services (Design) on Natatorium and Recreation Campus Invoice # 01001005 Services through January 31, 2016 (To be Paid from 2013 Bond Account)

G. Approval of Payment for Invoice #14790.06, in the Amount of $81,900.00 to Nola Van Peursem Architects, PC - Professional/Architectural Services for Recreation Facility & Natatorium (To be Paid from 2013 Bond Account)

H. Acceptance of Donation in the Amount of $200 from "Monday Morning Bible Study" in Memory of Mary Kathryn Singh (To be Deposited into Fire Department Donation Account)

I. Approval of Payment to - Barge, Waggoner, Sumner & Cannon, Inc. - Professional Services Related to Engineering Site Work for Multi-Use Rec Facility Project Invoice 144464, Payment #5 - $9,275.00 Invoice Date: March 07, 2016 (To be Paid from 2013 Bond Account)

J. Approval of Payment in the Amount of $211.81 to Reed Contracting Service for Asphalt Supplied for Madison Utilities Trench Failure Repairs (To be Paid from Madison Utilitiy Forbearance Funds)

9. PRESENTATION OF REPORTS

A. MAYOR TROY TRULOCK

1. Resolution No. 2016-59-R Approving Annual Appropriation Agreement with Madison Animal Rescue Foundation, Inc. (MARF). FY16 Appropriation in the Amount of $15,000.00 to be Paid from General Fund.

2. Resolution No. 2016-60-R Approving Annual Appropriation Agreement with National Children's Advocacy Center (NCAC). FY16 Appropriation in the Amount of $10,000.00 to be Paid from General Fund.

B. COUNCIL DISTRICT NO. 1 TIM HOLCOMBE

1. Rescheduling of Regular Council Meeting Set for May 23, Due to Bob Jones & James Clemens Graduation

C. COUNCIL DISTRICT NO. 2 STEVE SMITH

1. Proposed Ordinance No. 2016-61 Approving 2016-A General Obligation School Warrants in the Amount of $9,535,000, Dated March 31, 2016

2. Resolution No. 2016-62-R Approving Funding Agreement with Madison City Schools

D. COUNCIL DISTRICT NO. 3 D J KLEIN

E. COUNCIL DISTRICT NO. 4 MIKE POTTER

1. Discussion Regarding Possible Increase in Gas Tax by the City



F. COUNCIL DISTRICT NO. 5 TOMMY OVERCASH

G. COUNCIL DISTRICT NO. 6 GERALD CLARK

H. COUNCIL DISTRICT NO. 7 RONICA ONDOCSIN

1. Approval of Funding for Installation of Curbing Near Rainbow Mountain Trail (Funding from Special Projects Budget) (Approximate Cost $3,200)

2. Approval of Repairs to Tennis Courts Located at Senior Center (Approximate Cost $4,500 - Funding from Special Project Budget)

10. BOARD/COMMITTEE APPOINTMENTS

11. PUBLIC HEARINGS

A. Request from Krishna, Krishna, Inc., Doing Business as , Flagstone Food Mart, Request for an Off-Premise Beer, Wine and Liquor License for Their Location at 8066 Madison Boulevard

12. DEPARTMENT REPORTS

A. PLANNING

1. Proposed Ordinance 2016-64 Burgreen Farms Vacation of a Portion of a Utility & Drainage Easement (First Reading - Request Suspension of Rules for Immediate Consideration)

B. ENGINEERING

1. Resolution No. 2016-58-R Approving Development and Transfer Agreement with Smart Living

C. LEGAL

1. Resolution No. 2016-55-R Authorizing Mayor to Execute Agreement with Madison County Commission for Household Garbage Collection in Limestone County

2. Resolution No. 2016-65-R Awarding Contract for Groundskeeping Services to Tidewater Landscape Management in the Amount of $2935.83 Per Month

3. Resolution No. 2016-67-R Authorize Support Services Agreement with City of Madison Redevelopment Authority

D. CITY CLERK - TREASURER

1. Designation of Voting Delegate for Alabama League of Municipalities Annual Convention to be Held May 14-17 in Huntsville

2. Proposed Ordinance No. 2016-45 Establishing the Use of Electronic Vote Counting Devices for Municipal Elections (First Reading)

13. MISCELLANEOUS BUSINESS AND ANNOUNCEMENTS



14. ADJOURNMENT Agenda Note: It should be noted that there are times when circumstances arise

that require items be added to or deleted from the agenda at time of the Council meeting. Also all attached documents are to be considered a draft until approved by Council.

All attendees are advised that Council meetings are televised and that their

statements and actions are therefore viewed by more than just those attending the meetings.

Minutes No. 2016-05-RG March 14, 2016

Page 1 of 12

MINUTES NO. 2016-05-RG

OF A REGULAR MEETING OF

THE CITY COUNCIL OF

THE CITY OF MADISON, ALABAMA

MARCH 14, 2016

The Madison City Council met in regular session on Monday, March 14, 2016 at 6:00 pm in

the Council Chambers of the Madison Municipal Complex, Madison, Alabama. Noting that a quorum was present the meeting was called to order at 6:03 p.m. by Council

President Holcombe.

Police Chief Muncey provided the invocation followed by the pledge of allegiance led by Council President Holcombe. ROLL CALL OF ELECTED GOVERNING OFFICIALS Roll Call of Elected Governing Officials was conducted by City Clerk-Treasure Melanie A. Williard and recorded as follows:

Mayor Troy Trulock Present Council District No. 1 Tim Holcombe Present Council District No. 2 Steve Smith Present Council District No. 3 D.J. Klein Absent Council District No. 4 Mike Potter Present Council District No. 5 Tommy Overcash Present Council District No. 6 Gerald Clark Present Council District No. 7 Ronica Ondocsin Absent

Also in attendance were: City Clerk Treasurer Melanie Williard, Assistant City Clerk

Treasurer Lisa Bullock, Police Chief Larry Muncey, Public Works Director Kent Smith, City Attorney Kelly Butler, Fire Chief Ralph Cobb, Recreation Director Kory Alfred, IT Director Jason Colee, Assistant City Attorney Megan Zingeralli, Planning Director Mary Beth Broeren, Revenue Director Cameron

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Grounds, Dr. Terri Johnson (BOE), David Hergenroeder (BOE), Building Director Jimmy Morgan, and Engineering Director Gary Chynoweth.

Public Attendance Registered: Hanu Karlapalem, Opie Balch, Elbert Balch, William Clemons, Amanda Cosper Turner, Melissa Spencer Owen, Pam Sparks, Arthur S. Kirkindall, Vickie Wallace Morris, Jeff Blankenship, Gerald Claunch, Jon Howell, Jeff Birdwell, Terri Gilbert, Sherry Paxson, Mike Paxson Cyndi Bedsole, Keith Bedsole, D. Brian Landrum, Tracy L. Landrum, John & Peggy Richards, Charles T. Erwin, Nina Ricks, Christopher Barnes, John Allen, Jonathan McGee, James Ross, Matt Furin, Tammy Hudson, Jewel Smith, Gayle Stinnet, Brenda Parker, Judy Spencer, Spencer Smith Marty Alfred, Jackie Reed, and several illegible signatures. APPROVAL OF MINUTES

MINUTES NO. 2016-04-RG, FEBRUARY 22, 2016

Council Member Potter moved to approve Minutes No. 2016-04-RG. Council Member Smith seconded. The roll call vote taken was recorded as follows:

Council District No. 1 Tim Holcombe Aye Council District No. 2 Steve Smith Aye Council District No. 3 D.J. Klein Absent Council District No. 4 Mike Potter Aye Council District No. 5 Tommy Overcash Aye Council District No. 6 Gerald Clark Aye Council District No. 7 Ronica Ondocsin Absent

Motion carried

MINUTES NO. 2016-02-WS, FEBRUARY 17, 2016

Council Member Smith moved to approve Minutes No. 2016-02-WS. Council Member Potter

seconded. The roll call vote taken was recorded as follows:


Motion carried

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PRESENTATION AND AWARDS None PUBLIC COMMENTS Prior to public comments, Council President Holcombe informed the public that comments about the cemetery issue would be taken first. After that, Council Member Holcombe stated that he will read a prepared statement regarding the recent Trump Rally, and will then open the floor for comments. Finally, the floor will be opened to any other comments or concerns from the public.

TROY GARNER, FELLOWSHIP OF FAITH CHURCH, ADDRESS COUNCIL REGARDING SIGN FOR THE CHURCH

Mr. Garner was not in attendance this evening.

Council President Holcombe offered a statement about the cemetery issue. He stated that

the Madison Municipal Cemeteries Committee was formed in 2013 in order to address concerns and make improvements to our City cemeteries. The Cemetery Committee meets at City Hall on the third Tuesday of each month and the meetings are open to the public. Due to the efforts of the committee, repairs and improvements were made to the City Cemeteries including sidewalks, parking, and new gates.

A new cemetery ordinance was passed in February 2015 and posted on signs in the City

cemeteries as well as being featured on local news stations. He urged citizens to respectfully state their concerns to Mayor and City Council regarding this issue.

VICKIE MORRIS, ADDRESS COUNCIL REGARDING CITY CEMETERY Vickie Morris, 26397 Children Lane, Athens appeared before Council with concerns that the cemeteries are being desecrated by the removal of personal property on gravesites. She asked for a moratorium in order to look more closely at the laws surrounding this issue.

JEFF BLANKENSHIP, ADDRESS COUNCIL REGARDING CITY CEMETERY

Jeff Blankenship, 131 Beaver Run Drive, urged Mayor and City Council to do a better job of informing the public about the change other than just the bare minimum that the law requires. The following people appeared before Council and voiced their concerns about the recent enforcement of the cemetery ordinance:

Brian Landrum, 108 Spring Water Drive Amanda Cosper Turner, 204 Foy Road Melissa Spencer Owens, 154 Lewis Lane Tammy Hudson, 202 Bumble Bee, Harvest, AL

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Gayle Stinnett, 802 Eastview Drive Chris Barnes, 206 Travis Road, Huntsville, AL

Linda Tate Dowd, a resident of Madison Cindy Bedsole, 221 Mainsail Way Gerald Klaunch, 26397 Children Lane

Council President Holcombe read a prepared statement regarding the Trump Rally and opened the floor for comments regarding the rally.

The following people spoke against the Trump Rally:

Sandy Kirkindall, of 105 Cambridge Trail John Cameron, a resident of Madison Nia Catherine Ricks, 19 Cain Street

The following people spoke in favor of the Trump Rally: Jackie Reed, a resident of Huntsville Adair Seiman, 120 Hunington Drive Jeff Blankenship, 131 Beaver Run Drive Charles Irwin, 139 Bluebelle Drive Amanda Cosper Turner, 204 Foy Road

James Ross, 207 Bellingham Drive CONSENT AGENDA AND FINANCE COMMITTEE REPORT

Council Member Smith moved to approve the consent agenda as follows:

General Operating Account $1,246,817.24 ADEM Storm Drainage $3,447.65 ½ Cent Capital Replacement $68,047.00 Gasoline Tax and Petroleum Inspection Fees $74,981.43 2013 and 2015 Bond Checking $199,405.29 Library Building Fund $54,045.71 Water Distribution and Storage $2,589,320.13 Approval of payment for invoice #14790.05, in the amount of $231,246.06 to Nola Van Peursem Architects, PC - professional/architectural services for Recreation Facility & Natatorium (to be paid from 2013 Bond account) 20% portion

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Resolution No. 2016-49-R authorizing a travel advance in the amount of $214.50 each for Danny Pettus and Chris Townsend to attend PPCT instructor certification course Resolution No. 2016-43-R declaring certain property formerly used by Court Department as surplus and of negligible value and authorizing its disposal Approval of payment to Jerry Codispoti - invoice # 014 on project: Madison Alabama Fieldhouse, Madison Recreation Campus (project # 13-023) consulting fee for the month of March 2016. ($5,000 to be paid from 2013-A Bond checking) Approval of payment in the amount of $1,530.00 for annual maintenance of Terramodel software covering the period of 6/1/16 to 5/31/17 to be paid from departmental funds Approval of payment in the amount of $900.00 to OMI, Inc. for NPDES inspections completed on 2/3/16, 2/17/16, and 2/24/16 at Rickwood Village and Mose Chapel Rd. improvements (to be paid from 2013-A Bond account) Approval of payment in the amount of $450.00 to OMI, Inc. for NPDES inspections completed on 2/3/16, 2/17/16, and 2/24/16 at Lot 2 of the Pines, Phase V, Portal Lane (to be paid from 2013-A Bond account) Resolution No. 2016-57-R declaring certain City property as surplus and authorizing that it be sold through auction on GovDeals Approval of payment in the amount of $246.03 to Reed Contracting Services for asphalt supplied for trench failure repairs (to be paid from Madison Utilities Forbearance funds)

Council Member Potter seconded. The roll call vote taken was recorded as follows:


Motion carried.

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PRESENTATION OF REPORTS MAYOR TROY TRULOCK

Mayor Trulock read a prepared statement regarding the Trump Rally. He stated that it was a

safe and successful event and was reported on local and national news stations. COUNCIL DISTRICT NO. 1 TIM HOLCOMBE

RESOLUTION NO. 2016-53-R IN SUPPORT OF EQUITABLE DISTRIBUTION OF LIMESTONE COUNTY TAXES TO MADISON CITY SCHOOLS

Council Member Potter moved to approve Resolution No. 2016-53-R. Council Member Smith



Motion carried.

Council President Holcombe announced that the next meeting of the Madison

Municipal Cemeteries Committee will be on March 29th. COUNCIL DISTRICT NO. 2 STEVE SMITH

Council Member Smith apologized to the families who have loved ones interred in the cemeteries and expressed regret that more wasn’t done to get the word out about the new cemetery ordinance. He was very proud that we were able to host the Trump Rally and complimented Police, Fire, and Public Works Department for a smooth event. COUNCIL DISTRICT NO. 3 D J KLEIN Absent COUNCIL DISTRICT NO. 4 MIKE POTTER

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Council Member Potter explained that the City gets 2.5 cents into the General Fund from the 9 ½ cent sales tax; therefore, overtime expenses for the various departments was not recouped the afternoon of the Trump event as some have said. COUNCIL DISTRICT NO. 5 TOMMY OVERCASH

Council Member Overcash stated that the rules for the cemetery have been in place for many years now, just not enforced. He apologized that the changes were not done gradually in order to smooth the transition.

Also, he announced that the Historic Society, along with the Chamber of Commerce is working on the Trains on Main event to generate interest to Downtown Madison. The Madison Street Festival will have vendor sign up beginning on April 15th. Lastly, a group of downtown merchants will be undertaking a food truck event starting the first of April. COUNCIL DISTRICT NO. 6 GERALD CLARK Council Member Clark apologized on behalf of the Cemetery Board and himself, as the liaison to the board, stating that they never intended any hurt or disrespect to any of the families. He added that many improvements have been made since the origination of the Cemetery Board. He noted that the notice of the enforcement of the new cemetery ordinance was posted as required by law and that the new ordinance was very similar to the old ordinance, it was just not enforced as it should have been. He urged citizens to attend the committee meetings with thoughts and suggestions on how to properly maintain our City cemeteries. COUNCIL DISTRICT NO. 7 RONICA ONDOCSIN Absent BOARD/COMMITTEE APPOINTMENTS

APPOINTMENT TO BEAUTIFICATION BOARD, PLACE 14

Council President Holcombe opened the floor for nominations for the Beautification Board, Place 14.

Council Member Clark nominated Frank Wetzel for Place 14 on the Beautification Board. Having no further nominations Council President Holcombe closed the floor for nominations and entertained a motion from Council.

Frank Wetzel was appointed by acclamation to Place 14 of the Beautification Board. PUBLIC HEARINGS None

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DEPARTMENT REPORTS ENGINEERING

RESOLUTION NO. 2016-50-R ACCEPTANCE OF BURGREEN VILLAGE, PHASE 1 INTO THE CITY OF MADISON MAINTENANCE PROGRAM




Motion carried.

RESOLUTION NO. 2016-51-R ACCEPTANCE OF BURGREEN FARMS, PHASE 1 INTO THE CITY OF MADISON MAINTENANCE PROGRAM




Motion carried.

RESOLUTION NO. 2016-44-R AUTHORIZING MAYOR TO ACCEPT A QUOTATION AND ENTER INTO AN AGREEMENT WITH ESRI, INC., FOR ANNUAL SOFTWARE SUPPORT FOR THE ENGINEERING DEPARTMENT. TOTAL COST OF $5,000.00 TO BE TAKEN FROM DEPARTMENTAL FUNDS

Council Member Potter moved to approve Resolution No. 2016-44-R. Council Member Clark


Council District No. 1 Tim Holcombe Aye

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Council District No. 2 Steve Smith Aye Council District No. 3 D.J. Klein Absent Council District No. 4 Mike Potter Aye Council District No. 5 Tommy Overcash Aye Council District No. 6 Gerald Clark Aye Council District No. 7 Ronica Ondocsin Absent

Motion carried.

RESOLUTION NO. 2016-58-R APPROVING DEVELOPMENT AND TRANSFER AGREEMENT WITH SMART LIVING

Council Member Potter moved to table Resolution No. 2016-58-R for further consideration.

Council Member Overcash seconded. The roll call vote taken was recorded as follows:


Motion tabled. PLANNING

RESOLUTION NO. 2016-46-R SETTING A PUBLIC HEARING ON PROPOSED ORDINANCE NO. 2016-47 REZONING CERTAIN PROPERTY OWNED BY WILLOWBROOK BAPTIST CHURCH, INC. AND LOCATED SOUTH OF U.S. HIGHWAY 72 W AND WEST OF BALCH ROAD FROM AG, AGRICULTURE TO B3, GENERAL BUSINESS DISTRICT (FIRST PUBLICATION 03/23/2016, SYNOPSIS 03/30/2016, PUBLIC HEARING 04/25/2016)

Council Member Potter moved to approve Resolution No. 2016-46-R. Council Member

Overcash seconded. The roll call vote taken was recorded as follows:


Motion carried.

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Minutes No. 2016-05-RG March 14, 2016 Page 10 of 12

LEGAL

RESOLUTION NO. 2016-48-R AUTHORIZATION TO ENTER INTO CLINICAL AFFILIATION AGREEMENT WITH CALHOUN Council Member Overcash moved to approve Resolution No. 2016-48-R. Council Member

Clark seconded. The roll call vote taken was recorded as follows:


Motion carried.

RESOLUTION NO. 2016-54-R AUTHORIZE MAYOR TO EXECUTE LICENSE AGREEMENT FOR TRAINS ON MAIN WITH CHAMBER OF COMMERCE Council Member Clark moved to approve Resolution No. 2016-54-R. Council Member

Overcash seconded. The roll call vote taken was recorded as follows:


Motion carried.

RESOLUTION NO. 2016-56-R CONSENT TO REFINANCING OF SPENCER TRACE APARTMENTS BY MEDS Council Member Overcash moved to approve Resolution No. 2016-56-R. Council Member

Clark seconded. The roll call vote taken was recorded as follows:

Council District No. 1 Tim Holcombe Aye Council District No. 2 Steve Smith Aye Council District No. 3 D.J. Klein Absent Council District No. 4 Mike Potter Aye Council District No. 5 Tommy Overcash Aye

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Council District No. 6 Gerald Clark Aye Council District No. 7 Ronica Ondocsin Absent

Motion carried. MISCELLANEOUS BUSINESS AND ANNOUNCEMENTS None ADJOURNMENT Having no further business, Council Member Potter moved to adjourn. Council Member Clark seconded. The roll call vote taken was recorded as follows:


Motion carried. The meeting was adjourned at 8:35 PM. Signatures on the following page:

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Minutes No. 2016-05-RG, dated March 14, 2016 read, approved and adopted this

28th day of March, 2016. ________________________________________ Council Member Tim Holcombe District One ________________________________________ Council Member Steve Smith District Two ________________________________________ Council Member D.J. Klein District Three ________________________________________ Council Member Mike Potter District Four ________________________________________ Council Member Tommy Overcash District Five ________________________________________ Council Member Gerald Clark District Six ________________________________________ Council Member Ronica Ondocsin District Seven Concur: __________________________________ Troy Trulock Mayor Attest: ___________________________________ ______________________________ Melanie A. Williard Lisa Berry City Clerk-Treasurer Recording Secretary

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Resolution No. 2016-66-R Page 1 of 1

RESOLUTION NO. 2016-66-R

A RESOLUTION TO PROVIDE FOR THE DISPOSITION OF PERSONAL PROPERTY OF NEGLIGIBLE VALUE PURSUANT TO SECTION 10-55 OF CITY OF MADISON ORDINANCE NO. 92-95 (PURCHASING AND SALES ORDINANCE), AS AMENDED BY ORDINANCE NO. 94-27

WHEREAS, the City of Madison have in their possession, among others, the remains of the following personal property which has been used or consumed in the normal course of the operation of the City:

Quantity Description (1) File Cabinet (Fixed Asset 01804)

; and WHEREAS, the Court Department has no further use for said personal property and that said personal property be declared surplus as it has no useful life or fixed asset value to the City; and WHEREAS, Article V, Section 10-55, of the Madison City Code provides for disposition of personal property of negligible value pursuant to resolution of the City Council. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Madison, Alabama, that the Court Department be authorized to dispose of the surplus personal property, as listed above. READ, PASSED AND ADOPTED this 28th day of March, 2016. ______________________________ Tim Holcombe President of the City Council City of Madison, Alabama ATTEST: ____________________________ Melanie A. Williard City Clerk-Treasurer APPROVED this ___________ day of March, 2016. ______________________________ Troy Trulock, Mayor City of Madison, Alabama

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Madison Animal Rescue Foundation FY16 Agreement

Page 1 of 4

STATE OF ALABAMA § § COUNTY OF MADISON §

AGREEMENT

THIS APPROPRIATION AGREEMENT IS MADE by and between MADISON A.R.F. (ANIMAL RESCUE FOUNDATION), INC., an Alabama non-profit corporation (hereinafter “MARF”), and the CITY OF MADISON, ALABAMA, a municipal corporation (hereinafter “City”).

WITNESSETH: WHEREAS, it is the objective of the parties to cooperatively work toward the betterment of the community at large; and WHEREAS, MARF is a corporation organized to promote animal welfare in the Madison area; and

WHEREAS, MARF will provide essential services to the City of Madison that serve a public purpose and which further the stated objectives of the parties; and WHEREAS, the City could otherwise provide these same services for its citizens but has chosen instead to assign such responsibility to MARF pursuant to the terms of this Appropriation Agreement; and WHEREAS, the City Council has determined that it is desirable and in the public interest for the following appropriation to be made to MARF; NOW, THEREFORE, for and in consideration of the premises and mutual covenants and conditions hereinafter set out, the parties do hereby agree as follows: 1. This Agreement shall come into effect when the authorized

representatives of each party finally execute and affix their respective signatures hereto in their duly authorized capacities. In the event the signatures are affixed on different dates, the date of the final signature shall be the date the Agreement comes into effect. This Agreement shall terminate at 11:59 p.m. on September 30, 2016.

2. During said term, it is hereby agreed that MARF shall provide essential

services to the City in accordance with Exhibit A attached hereto and incorporated by reference as if fully set out herein, the City otherwise being capable of providing said services for itself.

3. The City agrees to pay to MARF the sum of fifteen thousand dollars and

no cents ($15,000.00) for fiscal year 2016, which began October 1, 2015, and ends September 30, 2016, for the services listed in Exhibit A. This sum shall be disbursed on a schedule of disbursement established by the Finance Director of the City of Madison.

4. MARF pledges to act in good faith with respect to the execution of its

responsibilities and duties herein undertaken. Further, MARF agrees to and shall provide to the City, upon request, an accounting with respect to how any or all funds provided under this Agreement were expended by MARF.

5. Under no circumstances and in no event shall the City be liable for any

debt or obligations incurred by MARF regardless of the purpose for which the debt or obligation was incurred. Additionally, the City shall not be deemed or construed to be a partner, joint venture, or agent of MARF, nor

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Page 2 of 4

shall MARF at any time use the name or credit of the City in purchasing or attempting to purchase any vehicle, equipment, supplies, or other things whatsoever.

6. It is mutually understood and agreed and it is the stated intent of the

parties that an independent contractor relationship be and hereby is established under the terms and conditions of this Agreement, MARF being an independent contractor of the City and in no way deemed to be an agent of the City. It is further mutually understood and agreed that officers, employees, and any other agents of the City are not nor shall they be deemed to be officers, employees, or agents of MARF and that officers, employees, and any other agents of MARF are not nor shall they be deemed to be officers, employees, or agents of the City.

7. MARF is wholly responsible for the execution of the duties conferred

herein and shall not transfer or assign this Agreement or any of the rights or privileges granted therein.

8. MARF hereby agrees to comply strictly with all ordinances of the City and

laws of the State of Alabama and the United States while performing under terms of this Agreement.

9. Both parties agree that upon violation of any of the covenants or

agreements herein contained on account of any act of omission or commission by either party, the City or MARF may, as its option, terminate and cancel this Agreement with thirty (30) days written notice to the other party.

10. MARF agrees that it will comply with the Americans with Disabilities Act of

1990, the Civil Rights Act of 1991, and all other federal laws and regulations assuring that no person will be excluded from participation in, be denied benefits of, or otherwise be subjected to discrimination on the grounds of race, sex, color, national origin, or disability.

11. If at any time during the City of Madison’s above-referenced fiscal year its

revenues decrease below that amount projected by the City to sustain the operating budget of the City, this Agreement may be declared null and void and no liability shall accrue to any party hereto.

IN WITNESS WHEREOF, the undersigned have set their hands and seals

on each day and year evidenced below.

Madison A.R.F. (Animal Rescue Foundation), Inc., a domestic non-profit corporation By: ____________________________ Its: ____________________________ Date: __________________________

STATE OF ALABAMA § § COUNTY OF MADISON § I, the undersigned Notary Public in and for said County in said State, hereby certify that __________________________, whose name as ____________________ of Madison A.R.F. (Animal Rescue Foundation), Inc., is signed to the foregoing instrument, and who is known to me, acknowledged

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Page 3 of 4

before me on this day that, being informed of the contents of the instrument, he/she, in his/her duly appointed capacity and with full authority, executed the same voluntarily for and as the act of said entity. Given under my hand and official seal this _____ day of ______________, 2016. __________________________ Notary Public CITY OF MADISON, ALABAMA ATTEST: By: _______________________ __________________________

Troy Trulock, Mayor Melanie A. Williard, City Clerk Date: _____________________ STATE OF ALABAMA § § COUNTY OF MADISON § I, the undersigned Notary Public in and for said County, in said State, hereby certify that Troy Trulock and Melanie A. Williard, whose names as Mayor and City Clerk, respectively, of the City of Madison, Alabama, are signed to the foregoing instrument, and who are known to me, acknowledged before me on this day that, being informed of the contents of the instrument, they, as such officers and with full authority, executed the same voluntarily for and as the act of the City of Madison, Alabama, a municipal corporation. Given under my hand and official seal this _____ day of ______________, 2016.

_____________________ Notary Public

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EXHIBIT A

Madison A.R.F. (Animal Rescue Foundation), Inc. (“MARF”) intends to use the provided funding in the following activities:

Pay for spay/neuter and rabies vaccinations for animals claimed from Madison Animal Control. MARF takes in approximately 220 animals per year from Madison Animal Control. The amount of $15,000 will pay for spay/neuter and rabies of approximately 236 animals.

If funding is sufficient, use remaining funds for spay/neuter and rabies vaccinations for animals referred to MARF by Madison Animal Control by owners turning in, abuse and neglect cases. MARF takes in approximately 50 owner surrender and strays from Madison each year.

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RESOLUTION NO. 2016-xxx-R

A RESOLUTION TO APPROVE AN AGREEMENT WITH MADISON A.R.F. (ANIMAL RESCUE FOUNDATION), INC., FOR AGENCY SERVICES

RELATED TO THEIR ANNUAL APPROPRIATION BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF MADISON, ALABAMA, that the Mayor is authorized and directed to execute, on behalf of the City, the attached agreement with Madison A.R.F. (Animal Rescue Foundation), Inc., for the provision of agency services related to their annual appropriation in the amount of fifteen thousand dollars ($15,000) from the City of Madison. READ, PASSED, AND ADOPTED this 28th day of March, 2016.

____________________________________________ Tim Holcombe, Council President City of Madison, Alabama

ATTEST: _______________________________________________ Melanie A. Williard, City Clerk-Treasurer City of Madison, Alabama APPROVED this ____________ day of March, 2016.

____________________________________________ Troy Trulock, Mayor City of Madison, Alabama

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National Children’s Advocacy Center FY16 Agreement Page 1 of 4

STATE OF ALABAMA § § COUNTY OF MADISON §

AGREEMENT

THIS AGREEMENT IS MADE between the NATIONAL CHILDREN’S ADVOCACY CENTER (hereinafter “NCAC”) and the CITY OF MADISON, ALABAMA, a municipal corporation (hereinafter the “City”).

WITNESSETH: WHEREAS, it is the objective of the parties to cooperatively work toward the betterment of the community at large; and WHEREAS, NCAC will provide essential services to the City of Madison that serve a public purpose and which further the stated objectives of the parties. NOW, THEREFORE, for and in consideration of the premises and mutual covenants and conditions hereinafter set out, the parties do hereby agree as follows: 1. This Agreement shall come into effect when the authorized

representatives of each party finally execute and affix their respective signatures hereto in their duly authorized capacities. In the event the signatures are affixed on different dates, the date of the final signature shall be the date the Agreement comes into effect. This Agreement shall terminate at 11:59 p.m. on September 30, 2016.

2. During said term, it is hereby agreed that NCAC shall provide essential

services to the City in accordance with Exhibit A attached hereto and incorporated by reference as if fully set out herein, the City otherwise being capable of providing said services for itself.

3. The City agrees to pay to NCAC the sum of ten thousand dollars and no

cents ($10,000.00) for fiscal year 2016, which began October 1, 2015, and ends September 30, 2016, for the services listed in Exhibit A. This sum shall be disbursed on a schedule of disbursement established by the Finance Director of the City of Madison.

4. NCAC pledges to act in good faith with respect to the execution of its

responsibilities and duties herein undertaken. Further, NCAC agrees to and shall provide to the City, upon request, an accounting with respect to how any or all funds provided under this Agreement were expended by NCAC.

5. Under no circumstances and in no event shall the City be liable for any

debt or obligations incurred by NCAC regardless of the purpose for which the debt or obligation was incurred. Additionally, the City shall not be deemed or construed to be a partner, joint venture, or agent of NCAC, nor shall NCAC at any time use the name or credit of the City in purchasing or attempting to purchase any vehicle, equipment, supplies, or other things whatsoever.

6. It is mutually understood and agreed and it is the stated intent of the

parties that an independent contractor relationship be and hereby is established under the terms and conditions of this Agreement, NCAC being an independent contractor of the City and in no way deemed to be an agent of the City. It is further mutually understood and agreed that officers, employees, and any other agents of the City are not nor shall they be deemed to be officers, employees, or agents of NCAC and that

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officers, employees, and any other agents of NCAC are not nor shall they be deemed to be officers, employees, or agents of the City.

7. NCAC is wholly responsible for the execution of the duties conferred

herein and shall not transfer or assign this Agreement or any of the rights or privileges granted therein.

8. NCAC hereby agrees to comply strictly with all ordinances of the City and

laws of the State of Alabama and the United States while performing under terms of this Agreement.

9. Both parties agree that upon violation of any of the covenants or

agreements herein contained on account of any act of omission or commission by either party, the City or NCAC may, as its option, terminate and cancel this Agreement with thirty (30) days written notice to the other party.

10. NCAC agrees that it will comply with the Americans with Disabilities Act of

1990, the Civil Rights Act of 1991, and all other federal laws and regulations assuring that no person will be excluded from participation in, be denied benefits of, or otherwise be subjected to discrimination on the grounds of race, sex, color, national origin, or disability.

11. If at any time during the City of Madison’s above-referenced fiscal year its

revenues decrease below that amount projected by the City to sustain the operating budget of the City, this Agreement may be declared null and void and no liability shall accrue to any party hereto.

IN WITNESS WHEREOF, the undersigned have set their hands and seals

on each day and year evidenced below.

NATIONAL CHILDREN’S ADVOCACY CENTER

By: ____________________________ Its: ____________________________ Date: __________________________

STATE OF ALABAMA § § COUNTY OF MADISON § I, the undersigned Notary Public in and for said County in said State, hereby certify that __________________________, whose name as ____________________ of the National Children’s Advocacy Center is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he/she, in his/her duly appointed capacity and with full authority, executed the same voluntarily for and as the act of said entity. Given under my hand and official seal this _____ day of ______________, 2016. __________________________ Notary Public

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CITY OF MADISON, ALABAMA ATTEST: By: _______________________ __________________________

Troy Trulock, Mayor Melanie A. Williard, City Clerk Date: _____________________ STATE OF ALABAMA § § COUNTY OF MADISON § I, the undersigned Notary Public in and for said County, in said State, hereby certify that Troy Trulock and Melanie A. Williard, whose names as Mayor and City Clerk, respectively, of the City of Madison, Alabama, are signed to the foregoing instrument, and who are known to me, acknowledged before me on this day that, being informed of the contents of the instrument, they, as such officers and with full authority, executed the same voluntarily for and as the act of the City of Madison, Alabama, a municipal corporation. Given under my hand and official seal this _____ day of ______________, 2016.

_____________________ Notary Public

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EXHIBIT A The National Children’s Advocacy Center proposes to utilize the $10,000 in funding from the

City of Madison to provide both direct services to children regarding allegations of abuse, and

also to provide child abuse prevention services, to the children and residents of Madison. All of

these services are provided at no charge to the clients, the involved agencies, or the schools

involved.

As a matter of reference, in 2015 the National Children’s Advocacy Center provided the

following services for residents of Madison:

Forensic Interviews of alleged child abuse victims 99

Medical Exams of alleged child abuse victims 10

Child abuse victims seen in therapy 23

Child Abuse Prevention Presentations 13 programs (731 children)

o Columbia Elementary, Madison Elementary, Mill Creek Elementary, West

Madison Elementary

Child Abuse Prevention Casework

o Healthy Families 9 families

o Just for Dads/Partnership in Parenting 12 clients

In 2016, the National Children’s Advocacy Center is proposing to provide the following services

to residents in Madison at no cost to these individuals. The projected numbers included are based

on past year-end data and anticipated population growth in Madison:

Forensic Interviews of alleged child abuse victims 100

Medical Exams of alleged child abuse victims 25

Child abuse victims seen in therapy 25

Child Abuse Prevention Presentations 25 programs (1,000 children)

Child Abuse Prevention Casework

o Healthy Families 10 families

o Partnership in Parenting 10 clients

Free training for Madison City Police Department Personnel involved in the investigation

of child abuse

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RESOLUTION NO. 2016-xxx-R

A RESOLUTION TO APPROVE AN AGREEMENT WITH NATIONAL CHILDREN’S ADVOCACY CENTER FOR AGENCY SERVICES RELATED TO THEIR ANNUAL

APPROPRIATION FROM THE CITY OF MADISON BE IT HEREBY RESOLVED by the City Council of the City of Madison, Alabama, that the Mayor is authorized and directed to execute on behalf of the City the attached agreement with the National Children’s Advocacy Center for the provision of Agency Services related to their annual appropriation from the City of Madison in the amount of ten thousand dollars ($10,000.00). READ, PASSED, AND ADOPTED this 28th day of March, 2015.

____________________________________ Tim Holcombe, Council President City of Madison, Alabama

ATTEST: ____________________________________________ Melanie A. Williard, City Clerk-Treasurer City of Madison, Alabama

APPROVED this ________________________ day of March, 2015.

____________________________________ Troy Trulock, Mayor City of Madison, Alabama

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{BH288994.2}

CLOSING MEMORANDUM

TO Distribution List

FROM Lee Birchall

DATE March 31, 2016

SUBJECT Closing and Wire Instructions

$9,535,000

City of Madison

General Obligation School Warrants

Series 2016-A

Dated and delivered March 31, 2016

I. SOURCES AND USES OF FUNDS

The following is a summary of the total sources and uses of funds:

Sources

Par Amount $9,535,000.00

Plus Net Original Issue Premium 1,709,149.10

Series 2008 Funds 15,803.50

TOTAL SOURCES $11,259,952.60

Uses

Advance Refunding the Refunded Series 2008 Warrants $11,087,763.75

Underwriter's Discount 90,582.50

Issuance Expenses 81,606.35

TOTAL USES $11,259,952.60

II. CLOSING

The transaction shall close as follows on March 31, 2016 (the "Closing Date"):

A. Delivery of the Warrants

The Bank of New York Mellon Trust Company, N.A. (the "Paying Agent") shall

deliver the Warrants by the FAST System to the Depository Trust Company

("DTC") on the Closing Date.

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{BH288994.2}

B. Payment for the Warrants

Joe Jolly & Co., Inc. (the "Underwriter") shall simultaneously pay the Issuer the

following amount (the "Amount Due at Closing"):

Par Amount $9,535,000.00


Less Underwriter's Discount (90,582.50)

AMOUNT DUE AT CLOSING $11,153,566.60

C. Transfer of Funds

1. The Underwriter has made the necessary wire transfer arrangements with

the Paying Agent and shall deposit with such Paying Agent the Amount

Due at Closing on the morning of the Closing Date.

2. Upon deposit the Amount Due at Closing shall without delay be applied

by the Paying Agent and allocated as follows:

(i) $11,071,960.25 shall be deposited in the Escrow Fund

established pursuant to the Refunding Trust Agreement and

combined with the Series 2008 Warrant funds of $15,803.50

transferred thereto by the Paying Agent. The combined amount

of $11,087,763.75 shall be applied to the advance refunding and

redemption of the Refunded Series 2008 Warrants on March 1,

2018 by purchasing State and Local Government Series (SLGS)

securities in the amount of $11,087,763.00 and retaining the sum

of $0.75 as an initial cash deposit.

(ii) $81,606.35 shall be deposited in the Series 2016 Warrant Fund

and used by the Paying Agent to begin paying the approved

issuance expenses as set forth on Exhibit A attached hereto and

incorporated herein by reference on the Closing Date, with any

principal proceeds remaining after the payment of all issuance

expenses to remain in the said warrant fund and be applied to the

first interest payment due September 1, 2016.

III. RELEASE OF WARRANTS

Upon successful completion of all of the above, this transaction shall be closed and the

Paying Agent and Underwriter shall notify the Closing Room at DTC ((212) 898-3756)

to release the Warrants.

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{BH288994.2}

DISTRIBUTION LIST

Issuer

Kelly Butler, Roger Bellomy and Melanie Willard 256-772-3828 p

City of Madison 256-772-5668 f

100 Hughes Road [email protected]

Madison, Alabama 35758 [email protected]

[email protected]

Bond Counsel

James L. Birchall and Lee Birchall 205-244-5222 p

Jones Walker LLP 205-244-5422 f

1819 Fifth Ave. North, Suite 1100 [email protected]

Birmingham, AL 35203 [email protected]

Underwriter

Joe Jolly and Terry Hogan 205-252-2105 p

Joe Jolly & Co., Inc. [email protected]

P.O. Box 8 [email protected]

Birmingham, AL 35201-0008

Johnny Dill 256-764-3834 p

Joe Jolly & Co., Inc. 256-764-3854 f

402 Cox Creek Parkway – 2nd Floor [email protected]

Florence, AL 35630

Paying Agent

205-214-0212 p

Stuart Statham, Greg Waldrip 205-214-0209 p

Bank of New York Mellon 205-328-7169 f

505 North 20th Street, Ste. 900 [email protected]

Birmingham, Alabama 35203 [email protected]

Madison Board of Education

Mike Weaver (256) 464-8370

4192 Sullivan St [email protected]

Madison, AL 35758

Madison Board of Education Counsel

William W. Sanderson 256-535-1100 (Office)

LANIER FORD 256-533-9322 (Facsimile)

2101 West Clinton Ave., Suite 102 (35805) Email: [email protected]

Post Office Box 2087

Huntsville, AL 35804-2087

9.C.1.a

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mailto:[email protected]




{BH288994.2}

EXHIBIT A

The Paying Agent is authorized to begin disbursing the followed approved issuance

expenses on the Closing Date and to transfer any sums remaining to the warrant fund herein

described:

(1) Bond Counsel $29,500.00

Jones Walker LLP

(2) Rating Agency $18,000.00

Moody’s


Standard & Poor’s

(4) Paying Agent $2,000.00

BNY Mellon

(5) Board of Education Counsel $5,000.00

Lanier Ford – Woody Sanderson

(6) Verification Report $2,500.00

(7) Printing Official Statements $1,000.00

(8) MSRB/CUSIP $600.00

(9) Miscellaneous and actual out of pocket $5,506.35

expenses of any of the above parties

TOTAL $81,606.35

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{BH252791.2}

EXCERPTS FROM THE MINUTES OF A REGULAR MEETING OF

THE CITY COUNCIL OF THE CITY OF MADISON, ALABAMA

The City Council of the City of Madison met in regular public session at City Hall in the City of

Madison at 6:00 o’clock p.m. on March 28, 2016. The meeting was called to order by the Council President

and the roll was called with the following results:

Present: Tim Holcombe, Council President

Tommy Overcash, President Pro-Tempore

Ronica Ondocsin

Steve Smith

D.J. Klein

Mike Potter

Gerald Clark

Absent: None

* * *

The Mayor and the City Clerk/Treasurer were also present. The President stated that a quorum was

present and that the meeting was open for the transaction of business.

* * *

Thereupon, the following ordinance was introduced in writing by Council President Holcomb and

considered by the City Council:

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{BH252791.2}

ORDINANCE NO. 2016 - 61

CITY OF MADISON, ALABAMA

for

$9,535,000

GENERAL OBLIGATION SCHOOL WARRANTS

SERIES 2016-A

DATED MARCH 31, 2016

Adopted:

March 28, 2016

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{BH252791.2} 1

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MADISON as follows:

ARTICLE 1

Definitions; Provisions of General Application; and Representations and Warranties of Issuer

Section 1.01 Definitions

For all purposes of this Ordinance, except as otherwise expressly provided or unless the context

otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article and

include the plural as well as the singular.

(b) All references in this Ordinance to designated “Articles,” “Sections,” and other subdivisions

are to the designated Articles, Sections and subdivisions of this Ordinance as originally adopted.

(c) The terms “herein,” “hereof,” and “hereunder” and other words of similar import refer to this

Ordinance as a whole and not to any particular Article, Section or other subdivision.

(d) The term “person” shall include any individual, corporation, partnership, limited liability

company, joint venture, association, trust, unincorporated organization and any government or agency or

political subdivision thereof.

Authorized Denominations means with respect to all Warrants the amount of $5,000 and any integral

multiple thereof for each maturity.

Board means City of Madison Board of Education and its successors and assignors.

Book-Entry System means a book-entry only system of evidence of purchase and transfer of beneficial

ownership interests in the Warrants.

Business Day shall mean a day, other than a Saturday or a Sunday, on which commercial banking

institutions are open for business in the state where the principal corporate trust office of the Paying Agent is

located and a day on which the payment system of the Federal Reserve System is operational.

Code means the Internal Revenue Code of 1986, as amended, and all references to specific sections of

the Code shall be deemed to include any and all respective successor provisions to such sections.

Direct Participant or Direct Participants means securities brokers and dealers, banks, trust companies,

clearing corporations and other financial institutions which have access to the Book-Entry System.

Eligible Certificates means a certificate of deposit or time deposit issued by (i) the Paying Agent or (ii)

any other bank organized under the laws of the United States of America or any state thereof having a

combined capital, surplus and undivided profits of not less than $75,000,000, provided in each case such

deposit is insured by the Federal Deposit Insurance Corporation or such deposit is collaterally secured by the

issuing bank by depositing and pledging with a Federal Reserve Bank, Federal Securities having a market

value (exclusive of accrued interest) not less than the face amount of such certificates.

9.C.1.b

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Enabling Law shall mean Section 11-47-2 of the Code of Alabama 1975, as amended.

Federal Securities shall mean direct general obligations of, or obligations the payment of which is

unconditionally guaranteed by, the United States of America.

Fiscal Year shall mean the period beginning on October 1 of one calendar year and ending on

September 30 of the next succeeding calendar year or such other fiscal year as may hereafter be adopted by the

Issuer.

Funding Agreement means the Funding Agreement dated March 31, 2016 by and between the Issuer

and the Board.

Holder when used with respect to any Warrant shall mean the person in whose name such Warrant is

registered in the Warrant Register.

Indirect Participant or Indirect Participants means securities brokers and dealers, banks, trust

companies, clearing corporations and other financial institutions for which the Securities Depository holds

Warrants as securities depository through a Direct Participant.

Issuer shall mean the City of Madison, Alabama and its successors and assigns.

Letter of Representation means and includes (i) the Letter of Representation with respect to the

Warrants from the Issuer to the Securities Depository and (ii) any other or subsequent agreement by whatsoever

name or identification with respect to the Warrants between said parties from time to time in effect.

Ordinance or Authoring Ordinance shall mean this Ordinance as originally adopted or as it may from

time to time be supplemented, modified or amended.

Outstanding when used with respect to Warrants shall mean, as of the date of determination, all

Warrants theretofore authenticated and delivered under this Ordinance, except: (1) Warrants theretofore

canceled by the Paying Agent or delivered to the Paying Agent for cancellation; and (2) Warrants for whose

payment or redemption money in the necessary amount has been theretofore deposited with the Paying Agent

in trust for the Holders thereof, provided that, if such warrants are to be redeemed, notice of such redemption

has been duly given pursuant to this Ordinance or provision therefor satisfactory to the Paying Agent has been

made; and (3) Warrants for the payment of which provisions have been made in accordance with Article 9; and

(4) Warrants in exchange for or in lieu of which other warrants have been authenticated and delivered under

this Ordinance.

Paying Agent means (i) The Bank of New York Mellon Trust Company, N.A. with a designated

corporate trust office in Birmingham, Alabama, the bank designated as the registrar, authenticating agent and

paying agent for the Warrants and as the depository for the Warrant Fund and (ii) any successor bank

designated by the Issuer pursuant to the provisions of Section 7.03 hereof.

Qualified Investments shall mean:

(1) Federal Securities; or

(2) Eligible Certificates; or

9.C.1.b

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(3) Money market funds customarily utilized by the Paying Agent for the investment of public

funds and invested solely in Federal Securities and rated “AAm” or “AAm-G” or better by Standard & Poor’s

Rating Group.

Record Date means, with respect to the Warrants, that date which is 15 calendar days before any date

on which interest is due and payable on the Warrants.

Securities Depository means The Depository Trust Company, a limited purpose trust company

organized under the laws of the State of New York, and the successors and assigns thereof, and any substitute

securities depository therefor that maintains a Book-Entry System for the Warrants.

Securities Depository Nominee means the Securities Depository or the nominee of such Securities

Depository in whose name there shall be registered on the Warrant Register the Warrants to be delivered to

such Securities Depository during a period in which the Warrants are held pursuant to the Book-Entry System.

Series 2008 School Warrants means the Issuer’s General Obligation Refunding Warrants, Series 2008,

dated May 1, 2008.

Warrant means any Warrant authenticated and delivered pursuant to this Ordinance.

Warrant Fund means the Series 2016-A General Obligation School Warrants Fund established

pursuant to Section 5.01.

Warrants means the Issuer’s General Obligation School Warrants, Series 2016-A, dated March 31,

2016, authorized hereunder.

Warrant Register means the register or registers for the registration and transfer of Warrants

maintained by the Issuer pursuant to Section 3.05.

Warrant Registrar means the agent of the Issuer appointed as such pursuant to Section 3.05 for the

purpose of registering Warrants and transfers of Warrants.

The definitions set forth in this section shall be deemed applicable whether the words defined are used

herein in the singular or the plural. Wherever used herein, any pronoun or pronouns shall be deemed to include

both singular and plural and to cover all genders.

Section 1.02 Effect of Headings and Table of Contents

The Article and Section headings herein are for convenience only and shall not affect the construction

hereof.

Section 1.03 Binding Effect Upon Successors and Assigns

All the covenants, stipulations, promises and agreements in this Ordinance contained by or on behalf

of the Issuer shall inure to the benefit of and bind its successors and assigns.

Section 1.04 Governing Law

This Ordinance shall be construed in accordance with and governed by the laws of the State of

Alabama.

9.C.1.b

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Section 1.05 Enforceability

The provisions of this Ordinance are severable. In the event that any one or more of such provisions or

the provisions of the Warrants shall, for any reason, be held illegal or invalid, such illegality or invalidity shall

not affect the other provisions of this Ordinance or of the Warrants, and this Ordinance and the Warrants shall

be construed and enforced as if such illegal or invalid provision had not been contained herein or therein.

Section 1.06 Repeal of Conflicting Provisions

All ordinances, resolutions and orders or parts thereof in conflict with this Ordinance are, to the extent

of such conflict, hereby repealed.

Section 1.07 Provisions of Ordinance a Contract

The terms, provisions and conditions set forth in this Ordinance constitute a contract between the

Issuer and the Holders from time to time of the Warrants and shall remain in full force and effect until the

principal of, premium (if any) and interest on the Warrants shall have been paid in full.

Section 1.08 Representation and Warranties of the Issuer

The Issuer hereby represents and warrants as follows:

(a) It is necessary and desirable and in the public interest for the Issuer to issue the Warrants for

the purposes of (1) advance refunding and redeeming a $10,330,000 principal portion (the “Refunded Series

2008 School Warrants”) of the Series 2008 School Warrants on March 1, 2018 and (2) paying issuance

expenses.

(b) The Series 2008 School Warrants which will remain outstanding in the principal amount of

$840,000 are herein referred to as the “Remaining Series 2008 School Warrants.” The Refunded Series 2008

School Warrants and the Remaining Series 2008 School Warrants are more particularly described on Exhibit B

attached hereto and incorporated herein by reference.

(c) The net assessed valuation of the taxable property in the corporate limits of the Issuer for the

fiscal year ending September 30, 2015 is not less than $598,759,400 (including motor vehicles, but excluding

that portion of the Issuer in Limestone County) and the total indebtedness of the Issuer following the issuance

of the Warrants chargeable against the debt limitation for the Issuer prescribed by the Constitution of Alabama

of 1901, as amended, will not be more than twenty percent of said assessed valuation.

ARTICLE 2

Source of Payment; Security

Section 2.01 Source of Payment of Warrants.

The indebtedness evidenced and ordered paid by the Warrants shall be a general obligation of the

Issuer for the punctual payment of the principal of, premium, if any, and interest on which the full faith, credit

and taxing power of the Issuer are hereby sacredly and irrevocably pledged. The Issuer represents that ad

valorem taxes have been levied and hereby covenants and agrees that such taxes will be levied and collected,

9.C.1.b

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insofar as such taxes may be permitted by the present or any future provisions of the Constitution of Alabama

of 1901, as amended, on all taxable property in the Issuer, and applied to the maximum extent permitted by law

to the payment of the principal of and interest on the Warrants as such principal matures and such interest

comes due, in amounts sufficient for such purposes.

Section 2.02 Officers and Members of the Governing Body of the Issuer Exempt from

Individual Liability.

No recourse under or upon any covenant or agreement of this Ordinance or of any Warrant, or for any

claim based thereon or otherwise in respect thereof, shall be had against any past, present or future officer,

employee, or member of the governing body of the Issuer, or of any successor of any thereof, and all such

liability of every name and nature, either at common law or in equity or by constitution or statute, and any and

all such rights and claims against every such officer, employee, or member of the governing body of the Issuer

as such, are hereby expressly waived and released as a condition of, and as a consideration for, the issuance of

the Warrants.

Section 2.03 Expenses of Collection; Interest After Maturity.

The Issuer covenants and agrees that, if the principal of and interest on the Warrants are not paid

promptly as such principal and interest matures and comes due, it will pay to the Holders of the Warrants all

expenses incident to the collection of any unpaid portion thereof, including a reasonable attorneys’ fee. The

Warrants shall bear interest at the rate of 2% per annum or the maximum rate of interest allowed by law,

whichever is less, from and after the respective maturity or due dates thereof, if not then paid.

ARTICLE 3

The Warrants

Section 3.01 Authorization and Description of Warrants; Book-Entry System.

(a) Pursuant to the applicable provisions of the laws of the State of Alabama, including

particularly Sections 11-47-2 of the CODE OF ALABAMA 1975, as amended, there is hereby authorized to be

issued a series of warrants designated General Obligation School Warrants, Series 2016-A (the “Warrants”) in

the aggregate principal amount of $9,535,000. The Warrants shall be dated March 31, 2016, shall be in

registered form, without coupons, shall be in the denomination of $5,000 or any integral multiple thereof, and

shall be numbered in such manner as the Paying Agent shall determine will be most useful for the

identification thereof. The Warrants shall initially be issued pursuant to a Book-Entry System as hereinafter

described. The Warrants shall mature on March 1 in years and principal amounts as follows and shall bear

interest (computed on the basis of a 360-day year of 12 consecutive 30-day months) at the per annum rates set

forth below:

Year Principal Applicable Year Principal Applicable

of Amount Interest of Amount Interest

Maturity Maturing Rate Maturity Maturing Rate

2020 $900,000 4.000% 2024 $1,230,000 5.000%

2021 1,070,000 4.000 2025 1,295,000 5.000

2022 1,110,000 4.000 2028 1,270,000 5.000

2023 1,170,000 5.000 2029 1,490,000 5.000

9.C.1.b

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(b) The principal of the Warrants shall be payable only upon presentation and surrender of the

Warrants at the designated office of the Paying Agent. Interest on the Warrants shall be remitted as provided

under the Book-Entry System or if such system is not in effect, by the Paying Agent to the respective registered

owners of the Warrants at the addresses thereof shown on the registration books of the Paying Agent pertaining

to the Warrants. Interest shall be payable on March 1 and September 1 in each year, first interest payable on

September 1, 2016. The principal of and interest on the Warrants shall be payable in lawful money of the

United States at par and without discount, exchange, deduction or charge therefor.

(c) Book-Entry System

(i) The Warrants shall initially be issued pursuant to a Book-Entry System administered by the

Securities Depository with no physical distribution of any Warrant to any person. One Warrant for each

maturity of such series will be issued, registered in the name of the Securities Depository Nominee, and

immobilized in the custody of the Securities Depository. Beneficial ownership interests in Warrants held by

the Securities Depository may be purchased by or through Direct Participants. The holders of these beneficial

ownership interests in such Warrants are referred to as the “Beneficial Owners.” The Beneficial Owners will

not receive certificated warrants representing their beneficial ownership interests. Ownership of the interests in

Warrants in Authorized Denominations will be evidenced on the records of the Securities Depository and the

Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities

Depository. During a period in which the Book-Entry System is in effect for the Warrants, the Issuer and the

Paying Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered

owner of such Warrants for all purposes under the Ordinance, including, without limitation, receipt of all

principal of, premium (if any) and interest on the Warrants, receipt of notices, voting, and requesting or

directing the Paying Agent or Issuer to take or not to take, or consenting to, certain actions under the

Ordinance. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to

consent or vote under the Ordinance to any Direct Participant or Indirect Participant, the Issuer and the Paying

Agent shall treat such assignee or assignees as the only registered owner or owners of the Warrants of such

series for the purpose of exercising such rights so assigned.

(ii) During a period in which the Book-Entry System is in effect for the Warrants, payments of

principal and interest, with respect to such Warrants will be paid by the Paying Agent directly to the Securities

Depository, or the Securities Depository Nominee, as Holder, and as provided in the Letter of Representations;

provided, that payment of the principal of such Warrants due at final maturity of such Warrants shall be made

only upon surrender thereof at the designated office of the Paying Agent. The Securities Depository and the

Direct Participants and the Indirect Participants shall be responsible for the disbursement of such payments to

the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee,

as Holder, of principal of, and interest on such Warrants on behalf of the Issuer or the Paying Agent shall be

valid and effectual to satisfy and discharge the liability of the Issuer and the Paying Agent to the extent of the

amounts so paid, and the Issuer and the Paying Agent shall not be responsible or liable for payment to any

Beneficial Owner by the Securities Depository or by any Direct Participant or by any Indirect Participant, or for

sending transaction statements or for maintaining, supervising or reviewing records maintained by the

Securities Depository or Direct Participants or Indirect Direct Participants.

(iii) Transfers of ownership interests in the Warrants by the Beneficial Owners thereof, and

conveyance of notices and other communications by the Securities Depository to Direct Participants, by Direct

Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners

of the Warrants, will be governed by arrangements among the Securities Depository, Direct Participants,

Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be

in effect from time to time. For every transfer and exchange of beneficial ownership in such Warrants, the

9.C.1.b

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Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that

may be imposed in relation thereto.

(iv) Redemption notices respecting Warrants held by the Securities Depository shall be sent to the

Securities Depository Nominee by the Paying Agent.

(v) In the event that the Securities Depository ceases to act as the securities depository for the

Warrants, the Issuer shall discontinue the Book-Entry System for such Warrants. If the Issuer fails to appoint

another qualified securities depository to replace the then acting Securities Depository, the Issuer will cause the

Paying Agent to authenticate and deliver fully registered certificated Warrants to each Beneficial Owner in

evidence of the ownership interests thereof. The Securities Depository shall provide a list of Warrantholders

with addresses to the Paying Agent. If the Book-Entry System is discontinued for the Warrants, payments to,

and transfers of such Warrants by the Beneficial Owners shall be governed by the provisions set forth in this

Ordinance with respect thereto.

(vi) The Issuer may enter into a custody agreement with any bank or trust company serving as

Paying Agent (which may be the Paying Agent serving in the capacity of Paying Agent) to provide for a Book-

Entry System or similar method for the registration and transfer of the Warrants.

(vii) During a period in which the Book-Entry System is in effect for the Warrants in accordance

herewith, the provisions of this Ordinance and such Warrants shall be construed in accordance with the Letter

of Representations and to give full effect to such Book-Entry System.

(viii) The Beneficial Owners of the Warrants, by their acquisition of any beneficial interest in a

Warrant or Warrants, and the Securities Depository, the Securities Depository Nominee, and all Direct

Participants and all Indirect Participants, severally agree that the Issuer and the Paying Agent shall not have

any responsibility or obligation to any Direct Participant or any Indirect Participant or any Beneficial Owner

with respect to (1) the accuracy of any records maintained by the Securities Depository or any Direct

Participant or any Indirect Participant; (2) the payment by the Securities Depository or any Direct Participant or

any Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, premium (if

any) and interest on the Warrants; (3) the delivery or timeliness of delivery by the Securities Depository or any

Direct Participant or any Indirect Participant of any notice due to any Beneficial Owner which is required or

permitted under the terms of the Ordinance to be given to Beneficial Owners; or (4) any consent given or other

action taken by the Securities Depository, or the Securities Depository Nominee, as owner.

(d) Discontinuation of Book-Entry System; Registration; Transfer and Exchange of Warrants;

Replacement of Lost, Destroyed or Stolen Warrants.

(i) The Warrants may be issued in certificated form, and not pursuant to a Book Entry System, in

accordance with the provisions hereof.

(ii) The Securities Depository may determine to discontinue the Book-Entry System with respect

to the Warrants at any time upon notice to the Issuer and the Paying Agent and upon discharge of its

responsibilities with respect thereto under applicable law. Upon such notice and compliance with law the

Book-Entry System for such Warrants will be discontinued unless a successor securities depository is

appointed by the Issuer.

(iii) In the event the Warrants are issued in certificated form and not pursuant to a Book-Entry

System or the Book-Entry System for the Warrants is discontinued, Warrants in certificated form in Authorized

Denominations will be physically distributed to the Beneficial Owners thereof and such Warrants will be

9.C.1.b

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registered in the names of the owners thereof on the registration books of the Paying Agent pertaining thereto,

and the Paying Agent will make payments of principal of, premium (if any) and interest on such Warrants to

the registered owners thereof as provided in the Warrants and this ordinance and the following provisions with

respect to registration, transfer and exchange of such Warrants by the registered owners thereof shall apply:

(1) Each of the Warrants may be transferred by the Holder thereof or his duly authorized

attorney, only on the Warrant Register upon surrender of such Warrant to the Warrant

Registrar for cancellation. Upon surrender for transfer of any Warrant, the Issuer shall

execute, and the Paying Agent shall authenticate, register and deliver, in the name of the

designated transferee or transferees, one or more new Warrants of any Authorized

Denominations and in a principal amount equal to the unpaid or unredeemed portion of the

principal of the Warrant so presented.

(2) At the option of the Holder, Warrants may be exchanged for other Warrants of the

same series, of any Authorized Denomination and of a like aggregate principal amount, upon

surrender of the Warrants to be exchanged at a designated corporate office of the Warrant

Registrar. Whenever any Warrants are so surrendered for exchange, the Issuer shall execute,

and the Paying Agent shall authenticate, register and deliver, the Warrants which the Holder

making the exchange is entitled to receive.

(3) All Warrants surrendered upon any exchange or transfer provided for in this

Ordinance shall be canceled.

(4) All Warrants issued upon any transfer or exchange of Warrants shall be the valid

obligations of the Issuer and be entitled to the same security and benefits under this Ordinance

as the Warrants surrendered upon such transfer or exchange.

(5) Every Warrant presented or surrendered for transfer or exchange shall be duly

endorsed or be accompanied by a written instrument of transfer in form satisfactory to the

Issuer and the Warrant Registrar duly executed by the Holder thereof or his attorney duly

authorized in writing.

(6) The Warrant Registrar shall not be required to transfer or exchange any Warrant

during the period between the Record Date and the then next succeeding interest payment

date; and, in the event that any Warrant (or any part thereof) is duly called for redemption, the

Warrant Registrar shall not be required to transfer or exchange any such Warrant during the

period of forty-five (45) days next preceding the date fixed for such redemption.

(7) If (i) any mutilated Warrant is surrendered to the Paying Agent, or the Issuer and the

Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any

Warrant, and (ii) there is delivered to the Issuer and the Paying Agent such security or

indemnity as may be required by them to save each of them harmless, then, in the absence of

notice to the Issuer or the Paying Agent that such Warrant has been acquired by a bona fide

purchaser, the Issuer shall execute and the Paying Agent shall authenticate, register and

deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Warrant, a

new Warrant of like tenor and principal amount, bearing a number not contemporaneously

outstanding.

(8) Upon the transfer or exchange of any Warrant or the issuance of any new Warrant

under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or

9.C.1.b

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other governmental charge that may be imposed in relation thereto and any other expenses

connected therewith; provided no charge shall be made to the Holder for any transfer or

exchange of Warrants.

(9) Every new Warrant issued pursuant to this Section in lieu of any destroyed, lost or

stolen Warrant shall constitute an original additional contractual obligation of the Issuer,

whether or not the destroyed, lost or stolen Warrant shall be at any time enforceable by any

person.

(10) The provisions of this Section are exclusive and shall preclude (to the extent lawful)

all other rights and remedies with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Warrants.

Section 3.02 Redemption of Warrants Prior to Maturity.

(a) Optional Redemption

The Warrants with stated maturities on March 1, 2028 and thereafter shall be subject to optional

redemption, in whole or in Authorized Denominations, in such order and amount of maturities, prior to their

stated maturities as shall be designated by the Issuer on any date on or after March 1, 2026 at a redemption

price equal to the principal amount for each Series 2016-A Warrant (or principal portion thereof) to be

redeemed, plus accrued interest to the date fixed for redemption, without premium or penalty.

(b) Notice, Selection

If the Book-Entry System is in effect, then redemption shall be made as herein described under the

Book-Entry Only System and in accordance with the provisions of the Letter of Representation. If less than all

of the Warrants are to be optionally redeemed during a period in which the Book-Entry System is in effect for

the Warrants, the Issuer shall designate the order and amount of maturities of the Warrants (or portions thereof)

to be redeemed not less than 45 nor more than 60 days prior to the redemption date and, in accordance with the

Letter of Representation, the Securities Depository may determine the amount of the interest of each Direct

Participant in those of such Warrants to be redeemed, on the basis of the smallest Authorized Denomination of

such Warrants, by lot or by such other method as the Securities Depository shall deem fair and appropriate.

If less than all of the Warrants at the time outstanding are optionally redeemed at the time the Book-

Entry System is not in effect, then any redemption shall be in such amount and order of maturities as the Issuer

shall determine in its sole discretion. In the event that less than all of the principal of the Warrants of a

maturity is to be redeemed, the Paying Agent shall assign a number to each $5,000 principal portion of all of

the Warrants of such maturity and shall, by process of random selection based upon such numbers, select the

principal portion of Warrants of such maturity to be redeemed. Notice of any intended redemption shall be

given by United States registered or certified mail not less than 30 days prior to the proposed redemption date

to the registered owner of each Warrant, all or a portion of the principal of which is to be redeemed, at the

address thereof as it last appears on the registration books of the Paying Agent pertaining to the Warrants.

Notice having been so given and payment of the redemption price duly made or provided, Warrants (or

portions thereof) so called for redemption shall cease to bear interest from and after the redemption date unless

default is made in the payment of the redemption price.

9.C.1.b

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{BH252791.2} 10

Section 3.03 Form of Warrants

The form of the Warrants and the requisite certificates thereof shall be substantially as follows, with

appropriate changes, variations and insertions as provided herein:

UNITED STATES OF AMERICA

STATE OF ALABAMA

CITY OF MADISON

GENERAL OBLIGATION SCHOOL WARRANT

SERIES 2016-A

No. R_____ $____________

MATURITY DATE: INTEREST RATE: CUSIP:

The CITY OF MADISON, a municipal corporation organized and existing under and by virtue of the

laws of the State of Alabama (the “Issuer”), for value received, hereby acknowledges itself indebted to CEDE

& CO., or registered assigns in the principal amount of _______________________DOLLARS ($________)

and hereby orders and directs the Treasurer of the Issuer to pay to said payee or registered assigns solely from

the Warrant Fund hereinafter designated said principal amount on the Maturity Date specified above, and to

pay to said payee from said Warrant Fund interest on said principal amount from the date hereof at the Interest

Rate per annum specified above, computed on the basis of a 360-day year of 12 consecutive 30-day months,

payable on September 1, 2016 and on March 1 and September 1 in each year thereafter.

This warrant is one of a duly authorized issue of $9,535,000 General Obligation School Warrants,

Series 2016-A, dated March 31, 2016 (the “Warrants”), issued pursuant to the authority of the Constitution and

laws of the state of Alabama and an ordinance and proceedings of the Issuer duly held, passed and conducted

(the “Authorizing Ordinance”). Capitalized terms used herein without definition shall have the respective

meanings assigned thereto in the Ordinance.

The indebtedness evidenced by the Warrants is a general obligation of the Issuer and the full faith and

credit of the Issuer are hereby sacredly and irrevocably pledged to the punctual payment of the principal thereof

and interest thereon.

The Issuer has established in the Authorizing Ordinance a special fund designated “Series 2016-A

General Obligation Warrants Fund” (the “Warrant Fund”) for the payment of the principal of, premium, if

any, and interest on the Warrants and has obligated itself to pay or cause to be paid into the Warrant Fund,

from the funds of the Issuer, sums sufficient to provide for the payment of the principal of and interest on the

Warrants as the same mature and come due.

Reference is hereby made to the Authorizing Ordinance, copies of which are on file at the designated

corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the “Paying Agent”), for a

description of the nature and extent of the security afforded by the Authorizing Ordinance, the rights and duties

of the Issuer and the Paying Agent with respect thereto, and the terms and conditions upon which the purchase,

transfer and exchange of the Warrants are to be made, to and by all of which terms, conditions and provisions

of the Authorizing Ordinance the owner of this warrant, by the acquisition hereof, hereby assents and agrees to

be bound.

9.C.1.b

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{BH252791.2} 11

The Series 2016-A Warrants with stated maturities on March 1, 2028 and thereafter shall be subject to

optional redemption, in whole or in Authorized Denominations, in such order and amount of maturities as shall

be designated by the Issuer prior to their stated maturities on any date on or after March 1, 2026 at a

redemption price equal to the principal amount for each Series 2016-A Warrant (or principal portion thereof) to

be redeemed, plus accrued interest to the date fixed for redemption, without premium or penalty.

If the Book-Entry System is in effect, then redemption shall be made as herein described under the

Book-Entry Only System and in accordance with the provisions of the Letter of Representation. If less than all

of the Warrants are to be redeemed during a period in which the Book-Entry System is in effect for the

Warrants, the Issuer shall designate the order and amount of maturities of the Warrants (or portions thereof) to

be redeemed not less than 45 nor more than 60 days prior to the redemption date and, in accordance with the

Letter of Representation, the Securities Depository may determine the amount of the interest of each Direct

Participant in those of such Warrants to be redeemed, on the basis of the smallest Authorized Denomination of

such Warrants, by lot or by such other method as the Securities Depository shall deem fair and appropriate. If

less than all of the Warrants at the time outstanding are redeemed at the time the Book-Entry System is not in

effect, then any redemption shall be in such amount and order of maturities as the Issuer shall determine in its

sole discretion. In the event that less than all of the principal of the Warrants of a maturity is to be redeemed,

the Paying Agent shall assign a number to each $5,000 principal portion of all of the Warrants of such maturity

and shall, by process of random selection based upon such numbers, select the principal portion of Warrants of

such maturity to be redeemed. Notice of any intended redemption shall be given by United States registered or

certified mail not less than 30 days prior to the proposed redemption date to the registered owner of each

Warrant, all or a portion of the principal of which is to be redeemed, at the address thereof as it last appears on

the registration books of the Paying Agent pertaining to the Warrants. Notice having been so given and

payment of the redemption price duly made or provided, Warrants (or portions thereof) so called for

redemption shall cease to bear interest from and after the redemption date unless default is made in the

payment of the redemption price.

The Warrants are initially issued in Authorized Denominations pursuant to a Book-Entry System to be

administered by the Securities Depository and registered in the name of and held by the Securities Depository

Nominee, all as more particularly provided in the Authorizing Ordinance. Reference is hereby made to the

Authorizing Ordinance for the terms and conditions upon which the purchase, transfer and exchange of

beneficial ownership interest in the Warrants are to be made by means of the Book-Entry System administered

by the Securities Depository, to and by all of which terms, conditions and provisions of the Authorizing

Ordinance the owner of any beneficial interest in the Warrant, by the acquisition hereof, hereby assents and

agrees to be bound. In the event the Book-Entry System for the Warrants is discontinued, Warrants in

certificated form in Authorized Denominations will be physically distributed to the Beneficial Owners thereof,

the hereinafter described Warrants will be registered in the names of the owners thereof on the registration

books of the Paying Agent pertaining thereto, the Paying Agent shall make payments of principal of and

interest on the Warrants to the registered owners thereof as provided in the Warrants and the Authorizing

Ordinance, and the provisions of this warrant and of the Authorizing Ordinance with respect to registration,

transfer and exchange of warrants by the registered owners thereof shall apply.

The Issuer, the Paying Agent, and any Warrant Registrar may deem and treat the person in whose

name this warrant is registered as the absolute owner hereof for all purposes and neither the Issuer, any Paying

Agent, nor any Warrant Registrar shall be affected by any notice to the contrary. All payments made to the

registered owner hereof shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and

discharge the liability for money payable on this warrant.

9.C.1.b

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{BH252791.2} 12

This warrant shall not be valid or become obligatory for any purpose until the Certificate of

Authentication and Registration inscribed hereon shall have been executed by the Paying Agent by the manual

signature of one of its authorized officers.

It is hereby recited, certified and declared that the indebtedness evidenced and ordered paid by this

Warrant is lawfully due without condition, abatement or offset of any description, that this Warrant has been

registered in the manner provided by law, that all acts, conditions and things required by the Constitution and

laws of the State of Alabama to happen, exist and be performed precedent to and in the execution, registration

and issuance of this Warrant, and the adoption of the Authorizing Ordinance have happened, do exist and have

been performed as so required and that the principal amount of this Warrant, together with all other

indebtedness of the Issuer, are within every debt and other limit prescribed by the Constitution and laws of the

State of Alabama.

IN WITNESS WHEREOF, the Issuer, acting by and through the City Council of the Issuer as the

governing body thereof, has caused this warrant to be manually executed in its name and on its behalf by the

Mayor of the Issuer, has caused its corporate seal to be affixed hereto by imprinting said seal hereon and the

same manually attested by the City Clerk/Treasurer of the Issuer, and has caused this warrant to be dated

March 31, 2016.


By

Mayor

CITY SEAL

Attest:

City Clerk/Treasurer

AUTHENTICATION AND REGISTRATION DATE:

CERTIFICATE OF AUTHENTICATION AND REGISTRATION

This warrant is hereby authenticated and has been registered by the City of Madison, Alabama on the

registration books maintained with the Paying Agent in the name of the above registered owner on the

Authentication and Registration Date noted above.

THE BANK OF NEW YORK

MELLON TRUST COMPANY, N.A.,

By

Its Authorized Officer

9.C.1.b

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{BH252791.2} 13

REGISTRATION CERTIFICATE

The undersigned hereby certifies that this Warrant has been duly registered as a claim against the City

of Madison, in the State of Alabama, and the Warrant Fund referred to herein.


ASSIGNMENT

For value received ________________________________ hereby sell(s), assign(s), and transfer(s)

unto __________________ the within Warrant and hereby irrevocably constitute(s) and appoint(s)

_______________________, attorney, with full power of substitution in the premises, to transfer this Warrant

on the books of the within mentioned Paying Agent.

Dated this ____ day of ______________, ____.

____________________________________________

NOTE: The signature on this assignment must correspond

with the name of the registered owner as it appears on the

face of the within Warrant in every particular, without

alteration, enlargement or change whatsoever.

Signature Guaranteed:*

_______________________________

(Bank, Trust Company or Firm)

By _____________________________

(Authorized Officer)

* Signature(s) must be guaranteed by an eligible guarantor institution which is a member of the recognized

signature guarantee program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock

Exchanges Medallion Program (SEMP), or New York Stock Exchange Medallion Signature Program

(MSP).

Section 3.04 Execution, Authentication, and Delivery of Warrants

(a) The Warrants shall be executed for and on behalf of the Issuer by the manual signature of the

Mayor of the Issuer and attested by the manual signature of the City Clerk/Treasurer, and the corporate seal of

the Issuer shall be affixed to each Warrant. The Warrants shall be registered by the City Clerk/Treasurer of the

Issuer as a claim against the Issuer and the Warrant Fund, which registrations shall be made simultaneously as

to all the Warrants. The Registration Certificate shall be executed by the manual signature of the City

Clerk/Treasurer of the Issuer. The Mayor of the Issuer and the City Clerk /Treasurer are hereby authorized and

directed to so execute and register the Warrants as provided above. In the event that any officer whose

signature appears on any of the Warrants or who shall have sealed any of the Warrants shall cease to be such

officer before the authentication, registration, and delivery of such Warrants, or in the event that the seal

imprinted on the Warrants shall cease to be an accurate representation of the seal of the Issuer, such Warrants

may, upon the request of the Issuer, be authenticated, registered, and delivered, as herein provided, as though

9.C.1.b

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{BH252791.2} 14

the person who signed such Warrants had not ceased to be such officer of the Issuer or as though the Issuer had

not altered its corporate seal prior to the delivery of such Warrants.

(b) At any time and from time to time after the execution and delivery of this Authorizing

Ordinance the Issuer may deliver Warrants executed by the Issuer to the Paying Agent for authentication and

the Paying Agent shall authenticate and deliver such Warrants as in this Authorizing Ordinance provided and

not otherwise.

(c) No Warrant shall be valid or obligatory for any purpose unless there appears on such Warrant

a certificate of authentication and registration substantially in the form provided for herein, executed by the

Paying Agent by manual signature, and such certificate upon any Warrant shall be conclusive evidence, and the

only evidence, that such Warrant has been duly authenticated, registered, and delivered hereunder.

Section 3.05 Registration of Warrants

The Issuer shall cause to be kept at the designated corporate office of the Paying Agent a register (the

“Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall

provide for the registration of Warrants and registration of transfers of Warrants entitled to be registered or

transferred as herein provided. The Paying Agent is hereby appointed “Warrant Registrar” for the purpose of

registering Warrants and transfers of Warrants as herein provided.

Section 3.06 Payment of Warrants; Payment Dates; Persons Deemed Owners

(a) The principal of, premium (if any) and interest on the Warrants shall be payable at the

designated corporate trust office of the Paying Agent and as provided in this Ordinance and in the Warrants;

provided, the final principal payment on such Warrants shall be payable only upon presentation thereof at the

principal corporate trust office of the Paying Agent.

(b) If any payment on the Warrants is due on a day which is not a Business Day, such payment

shall be made on the first succeeding day which is a Business Day with the same effect as if made on the day

such payment was due.

(c) The Issuer, the Paying Agent and any agent of the Issuer or the Paying Agent may treat the

person in whose name any Warrant is registered as the owner of such Warrant for the purpose of receiving

payment of principal of, premium (if any) and interest on such Warrant and for all other purposes whatsoever

whether or not such Warrant be overdue, and, to the extent permitted by law, neither the Issuer, the Paying

Agent nor any such agent shall be affected by notice to the contrary.

Section 3.07 Cancellation of Surrendered Warrants

All Warrants surrendered for payment, redemption, transfer or exchange, shall be promptly canceled

by the Paying Agent. No Warrant shall be authenticated in lieu of or in exchange for any Warrant canceled as

provided in this Section, except as expressly provided by this Ordinance. All canceled Warrants held by the

Paying Agent shall be destroyed and certificates thereof furnished to the Issuer.

Section 3.08 Application of Proceeds of Warrants

The proceeds of the Warrants shall be applied as follows:

9.C.1.b

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{BH252791.2} 15

(a) $11,071,960.25 shall be deposited in the Escrow Fund established pursuant to the Refunding

Trust Agreement and combined with the Series 2008 Warrant funds of $15,803.50. The combined amount of

$11,087,763.75 shall be applied to the advance refunding and redemption of the Refunded Series 2008

Warrants on March 1, 2018 by purchasing State and Local Government Series (SLGS) securities in the amount

of $11,087,763.00 and retaining the sum of $0.75 as an initial cash deposit.

(b) $81,606.35 shall be deposited in the Warrant Fund and used by the Paying Agent to begin

paying the approved issuance expenses as set forth on Exhibit A attached hereto and incorporated herein by

reference on the closing date, with any principal proceeds remaining after the payment of all issuance expenses

to remain in the said Warrant Fund and be applied to the first interest payment due September 1, 2016.

ARTICLE 4

Redemption of Warrants

Section 4.01 General Applicability of Article

If the Book-Entry System is in effect, the Warrants shall be redeemed as provided in this Authorizing

Ordinance under Section 3.01(c) and in accordance with the requirements of the Letter of Representation and

the Book-Entry System. If the Book-Entry System is not in effect, then the following provisions of this Article

shall apply.

Section 4.02 Election to Redeem; Notice to Paying Agent

The election of the Issuer to exercise any right of optional redemption shall be given by written notice

to the Paying Agent by the Mayor and/or City Clerk/Treasurer not less than 45 days prior to the proposed

redemption date. In case of any redemption at the option of the Issuer of less than all of the principal of the

Outstanding Warrants, the Mayor and/or the City Clerk/Treasurer shall, at least 60 days prior to the date fixed

by the Issuer for redemption of Warrants (unless a shorter notice shall be satisfactory to the Paying Agent)

notify the Paying Agent of such redemption date and of the principal amount of Warrants to be redeemed.

(a) The Issuer shall designate the order and amount of maturities of the Warrants (or portions

thereof) to be redeemed not less than 45 nor more than 60 days prior to the redemption date from the

Outstanding Warrants which have not previously been called for redemption, on the basis of the smallest

Authorized Denomination of such Warrants, and the Paying Agent shall select, by lot or by such method as the

Paying Agent shall deem fair and appropriate, the order and amount of Warrants to be redeemed within a

maturity. The Issuer and the Paying Agent shall so select Warrants for redemption in such manner so as to

assure that after such redemption no Holder shall retain Warrants in an aggregate amount less than an

Authorized Denomination.

(c) For all purposes of this Ordinance, unless the context otherwise requires, all provisions

relating to the redemption of Warrants shall relate, in the case of any Warrant redeemed or to be redeemed only

in part, to the portion of the principal of such Warrant which has been or is to be redeemed.

Section 4.03 Prior Redemption

The Warrants shall be subject to optional redemption prior to maturity as set forth in the form of the

Warrants and Sections 3.02(a) herein.

9.C.1.b

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{BH252791.2} 16

Section 4.04 Notice of Redemption

(a) Notice of any intended redemption shall be given by the Paying Agent to the Holder of each

Warrant, all or a portion of the principal of which is to be redeemed, not more than 60 days nor less than 30

days prior to the proposed redemption date, by United States registered or certified mail (first class, postage

prepaid), at the address of such Holder appearing in the Warrant Register; provided, however, any Holder may

waive the requirement of notice as to the redemption (in whole or in part) of the Warrant or Warrants thereof.

(b) All notices of redemption shall state:

(1) the redemption date,

(2) the redemption price,

(3) the principal amount of Warrants to be redeemed, and, if less than all Outstanding

Warrants are to be redeemed, the identification (and, in the case of partial redemption, the respective

principal amounts) of the Warrants to be redeemed,

(4) that on the redemption date the redemption price of each of the Warrants to be

redeemed will become due and payable and that the interest thereon shall cease to accrue from and

after said date, and

(5) the place or places where the Warrants to be redeemed are to be surrendered for

payment of the redemption price.

Section 4.05 Payment of Redemption Price

Prior to any redemption date, the Issuer shall deposit or cause to be deposited with the Paying Agent an

amount of money sufficient to pay the redemption price of all the Warrants which are to be redeemed on that

date. Such money shall be held in trust for the benefit of the persons entitled to such redemption price.

Section 4.06 Warrants Payable on Redemption Date

(a) Notice of redemption having been given as aforesaid, the Warrants so to be redeemed shall, on

the redemption date, become due and payable at the redemption price therein specified and from and after such

date (unless the Issuer shall default in the payment of the redemption price) such Warrants shall cease to bear

interest. Upon presentation of any such Warrant for redemption, such Warrant shall be paid by the Issuer at the

redemption price. Installments of interest due on or prior to the redemption date shall be payable to the

Holders of the Warrants according to the terms of such Warrants and the provisions of this Ordinance.

(b) If any Warrant called for redemption shall not be so paid upon surrender thereof for

redemption, the principal of the Warrant to be so redeemed shall, until paid, continue to bear interest from the

redemption date at the rate prescribed in such Warrant.

Any Warrant which is to be redeemed only in part shall be surrendered at the designated corporate

office of the Paying Agent (with, if the Issuer or the Paying Agent requires, due endorsement by, or a written

instrument of assignment or transfer in form satisfactory to the Issuer and the Paying Agent duly executed by

the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Paying Agent

shall authenticate and deliver to the Holder of such Warrant, without service charge, a new Warrant or

9.C.1.b

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{BH252791.2} 17

Warrants of any Authorized Denomination as requested by such Holder in aggregate principal amount equal to

and in exchange for the unredeemed portion of the principal of the Warrant so surrendered.

ARTICLE 5

The Warrant Fund

Section 5.01 The Warrant Fund

(a) There is hereby established a special fund which shall be designated the “Series 2016-A

General Obligation Warrants Fund” (the “Warrant Fund”). The Paying Agent shall be the depository,

custodian and disbursing agent for the Warrant Fund. The money in the Warrant Fund shall be used only to

pay principal of, premium (if any) and interest on the Warrants as the same shall become due and payable.

(b) There shall be deposited in the Warrant Fund the following amounts on the following dates:

(1) On or before August 25, 2016, and on or before the 25th day of each March and

September thereafter, to and including February 25, 2029, the City shall deposit into the Series 2016-

A Warrant Fund an amount equal to the interest coming due on the Series 2016-A Warrants on the

next ensuing interest payment date, the first such interest payment date being September 1, 2016.

(2) On or before February 25, 2020, and on or before the 25th day of each February

thereafter, to and including February 25, 2029, but excluding February 25, 2026 and February 25,

2027, the City shall deposit an amount equal to the principal on the Series 2016-A Warrants maturing

on the next ensuing principal payment date, the first such principal payment date being March 1, 2020.

(3) All other money required to be deposited in the Warrant Fund pursuant to this

Ordinance.

(c) The Paying Agent will deposit in the Warrant Fund all money received by the Paying Agent

when accompanied by directions that such money is to be deposited in the Warrant Fund.

(d) The Issuer and Paying Agent covenant and agree that (i) all money transferred to or deposited

in the Warrant Fund shall be applied to the payment of principal of, premium (if any) or interest on the

Warrants within 13 months from the date of such transfer or deposit and (ii) all income and profits received

from investment of money in the Warrant Fund shall be applied to the payment of principal of, premium (if

any) or interest on the Warrants within 12 months from the date of receipt of such income or profits.

(e) The Issuer acknowledges that deposits and transfers to the Warrant Fund required by this

Section have been calculated to provide amounts which will be sufficient to pay the principal of, premium (if

any) and interest on the Warrants as the same becomes due and payable. If on any principal or interest

payment date the amount on deposit in the Warrant Fund is insufficient to pay the principal of, premium (if

any) and interest on the Warrants due and payable on such date, the Issuer will forthwith pay any such

deficiency into the Warrant Fund.

(f) The Issuer hereby authorizes and directs the Paying Agent to withdraw sufficient money from

the Warrant Fund to pay the principal of, premium (if any) and interest on the Warrants as the same become

due and payable, whether at maturity, by call for redemption, prepayment, or otherwise.

9.C.1.b

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{BH252791.2} 18

(g) The Issuer shall collect the revenues, income, taxes, assets and resources of the Issuer, and the

Issuer shall promptly deposit into the Warrant Fund from the aforesaid sources all amounts required to be

deposited in the Warrant Fund at the times therefor.

Section 5.02 Investment of and Security for Warrant Fund

(a) Money in the Warrant Fund shall be invested by the Paying Agent at the written direction of

the Issuer in Qualified Investments. Investments shall be made so that a sufficient principal amount shall

mature or be redeemable at the option of the holder on or prior to the date or dates the Issuer and the Paying

Agent anticipate that money from the fund invested will be required hereunder. The Paying Agent shall not be

liable or responsible for any loss resulting from any such investment if made in compliance herewith.

(b) All income derived from the investment of money on deposit in the Warrant Fund shall remain

in the fund where earned and be credited against the next ensuing deposit specified therefor, and all losses

resulting from liquidation of investments in the Warrant Fund shall be charged to the fund where such loss

occurred and added to the next ensuing deposit specified therefor.

(c) The moneys at any time on deposit in the Warrant Fund shall be and at all times remain public

funds impressed with a trust for the purpose for which said fund was created. The Paying Agent shall at all

times keep the moneys on deposit in the Warrant Fund continuously secured for the benefit of the Issuer and

the registered owners of the Warrants, either (1) by holding on deposit as collateral security Federal Securities

or other marketable securities eligible as security for the deposit of public trust funds under regulations of the

Comptroller of the Currency, United States Treasury, having a market value at any date of calculation

(exclusive of accrued interest) not less than the amount of moneys on deposit in the fund being secured, or (2)

if the furnishing of security in the manner provided in (1) above is not permitted by the then applicable law and

regulations, then in such other manner as may be required or permitted by the then applicable state and federal

laws and regulations respecting the security for, or granting a preference in the case of, the deposit of public

trust funds; provided, however, that it shall not be necessary for the Paying Agent to secure any portion of the

moneys on deposit in any such fund that may be insured by the Federal Deposit Insurance Corporation or by

any agency of the United States of America that may succeed to its functions, or to secure any portion of the

moneys that are invested as herein provided.

ARTICLE 6

Special Covenants of the Issuer

Section 6.01 Covenants With Respect to Tax Exemption for Interest; No Designation of

Warrants Pursuant to Section 265 of the Code

(a) The Issuer agrees that the Warrants are being sold on the basis that the interest payable on the

Warrants is excludable from gross income of the registered owners thereof for federal income taxation under

Section 103 of the Code.

(b) The terms used in this Section in quotation marks shall have the definitions and meanings

provided by the Code.

(c) The Issuer hereby covenants and agrees with the registered owners from time to time of the

Warrants that:

9.C.1.b

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{BH252791.2} 19

(1) the proceeds of the Warrants will be used solely for the governmental purposes for

which the Warrants were issued;

(2) none of the proceeds of the Warrants will be applied for any “private business use”

nor will any part of the proceeds of the Warrants be used (directly or indirectly) to make or finance

loans to persons other than a governmental unit;

(3) the payment of the principal of or interest on the Warrants is not (under the terms of

the Warrants or any underlying arrangements) directly or indirectly (i) secured in any way by any

interest in property used or to be used for a “private business use” or by payment in respect of such

property or (ii) to be derived from payments (whether or not to the Issuer) in respect of property, or

borrowed money, used or to be used for a “private business use;”

(4) the proceeds of the Warrants shall not be used or applied by it, and funds shall not be

accumulated in the Warrant Fund in such a manner, and no investment thereof shall be made, as to

cause the Warrants to be or become “arbitrage bonds,” as that term is defined in Section 148 of the

Code;

(5) the Issuer will comply with the requirements of Section 148(f) of the Code with

respect to any required rebate to the United States; and

(6) the Issuer will make no use of the proceeds of the Warrants that would cause the

Warrants to be “federally guaranteed” under Section 149(b) of the Code and the payment of the

principal of and interest on the Warrants shall not be (directly or indirectly) “federally guaranteed” (in

whole or in part) as described in said Section, except as otherwise permitted in said Section.

(d) The Issuer hereby further covenants and agrees with the registered owners of the Warrants

that, to the extent permitted by law, it will not take any action, or omit to take any action, with respect to the

Warrants that would cause the interest on the Warrants not to be and remain excludable from gross income

pursuant to the provisions of Section 103 of the Code.

(e) The Issuer does not designate the Warrants as “qualified tax-exempt obligations” for the

purposes of paragraph (3) of subsection (b) of Section 265 of the Code. The Warrants are not “bank-

qualified.”

Section 6.02. Continuing Disclosure Undertaking

In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and

Exchange Commission, the Issuer agrees to provide, or cause to be provided,

(i) to the Municipal Securities Rulemaking Board (“MSRB”), certain annual financial

information generally consistent with the information contained in the Official Statement. Such information is

to be available on or before March 31 of each year for the fiscal year ending on the preceding September 30

and will be made available to MSRB;

(ii) within ten business days after the occurrence of a reportable event, to the Paying Agent and to

the MSRB, notice of the occurrence of any of the following events with respect to the Warrants: (a) principal

and interest payments delinquencies, (b) non-payment related defaults, (c) unscheduled draws on debt service

reserves reflecting financial difficulties, (d) unscheduled draws on credit enhancements reflecting financial

difficulties, (e) substitution of credit or liquidity providers or their failure to perform, (f) adverse tax opinions

9.C.1.b

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{BH252791.2} 20

or events affecting the tax-exempt status of the Warrants, (g) modifications to rights of holders of the Warrants,

(h) calls for redemption, (i) defeasances, (j) release, substitution or sale of property securing repayment of the

securities, (k) rating changes, if any are then in effect, (l) bankruptcy, insolvency, receivership or similar

events, (m) merger, consolidation, acquisition or sale of assets involving an Obligated Party, and (n)

appointment of a successor or additional trustee or the change of name of a trustee.

(iii) in a timely manner, to the MSRB, notice of a failure by the Issuer to provide the required

annual financial information on or before the date specified herein.

The Issuer reserves the right to modify from time to time the specific types of information provided or

the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the

Issuer; provided that, the Issuer agrees that any such modification will be done in a manner consistent with the

Rule. The Issuer reserves the right to terminate its obligation to provide the annual financial information and

notices of material events, as set forth above, if and when the Issuer no longer remains an obligated person with

respect to the Warrants within the meaning of the Rule. The Issuer acknowledges that its undertaking pursuant

to the Rule described under this heading is intended to be for the benefit of the registered owners of the

Warrants and shall be enforceable by the holders; provided that, the holders’ rights to enforce the provisions of

this undertaking shall be limited to a right to obtain specific enforcement of the Issuer’s obligations hereunder

and any failure by the Issuer to comply with the provisions of this undertaking shall not be an event of default

with respect to the Warrants and shall not subject the Issuer to money damages in any amount, whether

compensatory, penal or otherwise. The name, address and telephone number of the initial contact person at the

Issuer are as follows:

Melanie Williard, or successor as City Clerk/Treasurer

City of Madison

100 Hughes Road

Madison, Alabama 35758

Telephone: (256) 772-5600 x5650

Telecopier: (256) 772-5668

[email protected]

The Issuer has not historically been in compliance with its continuing disclosure obligations, including

failing to file certain audited financial statements on time and provide notice of ratings changes of the Issuer

and/or the insurers of the Issuer’s outstanding obligations.

As of this date, the Issuer has self-reported certain of its outstanding warrant issues to the SEC

pursuant to the Municipalities Continuing Disclosure Cooperation Initiative, but has not yet received notice of

the initiation of any enforcement proceedings against the Issuer by the SEC. The Issuer will post notice on the

EMMA website of the initiation of any such proceedings when and if it is received.

ARTICLE 7

The Paying Agent

Section 7.01 Designation of Paying Agent

The Issuer does hereby designate and appoint The Bank of New York Mellon Trust Company, N.A.,

as the depository for the Warrant Fund and as Paying Agent, Warrant Registrar and authenticating agent for

and with respect to the Warrants.

9.C.1.b

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{BH252791.2} 21

Section 7.02 Duties of Paying Agent; Payments at Par

(a) The Paying Agent, by acceptance of its duties hereunder, shall have undertaken to perform

only such duties as are specifically set forth in this Ordinance and no implied covenants or obligations shall be

read in this Ordinance against the Paying Agent.

(b) The Paying Agent, by acceptance of its duties hereunder, shall be construed to have agreed

thereby with the registered owners from time to time of the Warrants that it will make all remittances of

principal of, premium (if any), and interest on the Warrants from money supplied by the Issuer for such

purpose in bankable funds at par and without discount or deduction for exchange, fees or expenses. The Issuer

hereby covenants and agrees with the registered owners of the Warrants and with the Paying Agent that it will

pay all charges for exchange, fees or expenses which may be incurred by the Paying Agent in the making of

remittances in bankable funds at par.

Section 7.03 Resignation; Appointment of Successor

(a) The Paying Agent may resign and be discharged of all duties imposed upon it as Paying

Agent, Warrant Registrar and transfer agent by giving written notice of such resignation by certified or

registered mail to the Issuer at lease thirty (30) days prior to the date when such resignation shall take effect.

(b) If at any time the Paying Agent shall resign or be or become incapable of acting or shall be

adjudged a bankrupt or insolvent or a receiver of the Paying Agent or of its property shall be appointed or any

public officer shall take charge or control of the Paying Agent or of its property or affairs for the purpose of

rehabilitation, conservation or liquidation, then the Issuer may remove the Paying Agent and the Issuer shall

promptly appoint a successor Paying Agent.

Section 7.04 Qualification of and Acceptance of Appointment by Successor

(a) Any successor Paying Agent shall be a bank or trust company authorized to act as Paying

Agent and Warrant Registrar and having, at the time of its acceptance of such appointment, combined capital

and surplus of at least $75,000,000.

(b) Every successor Paying Agent appointed hereunder shall execute, acknowledge and deliver to

the Issuer and to the retiring Paying Agent an instrument accepting such appointment and thereupon the

resignation or removal of the retiring Paying Agent shall become effective and such successor Paying Agent,

without any further act, deed or conveyance, shall become vested with all the rights, powers, and duties of the

retiring Paying Agent.

Section 7.05 Merger or Consolidation

Any corporation into which the Paying Agent may be merged or with which it may be consolidated, or

any corporation resulting from any merger or consolidation to which the Paying Agent shall be a party, or any

corporation succeeding to all or substantially all of the corporate trust business of the Paying Agent, shall be

the successor of the Paying Agent hereunder, without the execution or filing of any paper or any further act on

the part of any of the parties hereto. In case any Warrants shall have been authenticated, but not delivered, by

the Paying Agent then in office, any successor by merger or consolidation to such authenticating Paying Agent

may adopt such authentication and deliver the Warrants so authenticated with the same effect as if such

successor Paying Agent had itself authenticated such Warrants.

9.C.1.b

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{BH252791.2} 22

ARTICLE 8

Sale of Warrants; Official Statement; Funding Agreement

Section 8.01 Sale and Delivery of Warrants; Closing Papers

(a) The Warrants are hereby sold to Joe Jolly & Co., Inc., as Underwriter, upon the payment to the

Issuer of the purchase price of $11,153,566.60 (representing the par amount of the Warrants of $9,535,000 less

an underwriter’s discount of $90,582.50 and plus a net original issue premium of $1,709,149.10). The City

Council has determined that the sale of the Warrants as herein provided is most advantageous to the Issuer.

The Warrants shall be delivered to the Underwriter through the Depository Trust Company, New York, New

York, upon the payment to the Issuer of the aforesaid purchase price. The Mayor is hereby authorized and

directed to execute the warrant purchase contract with Joe Jolly & Co., Inc. Any prior execution is hereby

ratified and approved. The issuance expenses described on Exhibit A and incorporated herein by reference are

each hereby approved and the Paying Agent may make such payments of expenses on behalf of the Issuer. The

Issuer shall cause such other customary issuance expenses, if any, to be paid as invoices are received.

(b) The Mayor, the City Clerk/Treasurer, or either of them, are hereby authorized and directed to

effect such delivery and in connection therewith to deliver such closing papers (including a Non-Arbitrage

Certificate and an 8038-G form) containing such representations as are required to demonstrate: the legality

and validity of the Warrants; the exclusion of the interest on Warrants from the gross income of the registered

owners thereof for federal income taxation; the exemption of interest on the Warrants from State of Alabama

income taxation; and the absence of pending or threatened litigation with respect to any of such matters. The

Treasurer shall give a receipt to the purchasers for the purchase price paid, and such receipt shall be full

acquittal to the purchasers and said purchasers shall not be required to see to, or be responsible for, the

application of the proceeds of the Warrants. Nevertheless, the proceeds of the Warrants shall be held in trust

and applied solely for the purposes specified in this Ordinance.

Section 8.02. Approval of Official Statement for the Warrants

(a) The Preliminary Official Statement and the final Official Statement (collectively the “Official

Statements”) with respect to the Warrants in substantially the form and of substantially the content as the

Preliminary Official Statement and final Official Statement presented to and considered by the City Council,

are hereby authorized, approved and adopted.

(b) The City Council does hereby find and determine that the Official Statements are true and

correct and do not contain an untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein, in light of the circumstances under which they were

made, not misleading.

(c) The Mayor of the Issuer is hereby authorized to execute and deliver the final Official

Statement for and on behalf of and in the name of the Issuer, with such changes or additions thereto or

deletions therefrom as he may deem necessary or desirable in order to state fully and correctly the pertinent

facts concerning the Issuer and the Warrants.

(d) The Mayor of the Issuer is authorized and directed to cause distribution of the final Official

Statement to be made to prospective purchasers of the Warrants.

9.C.1.b

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{BH252791.2} 23

Section 8.03 Approval of Funding Agreement

(a) The Funding Agreement, in substantially the form and of substantially the content as the

Funding Agreement presented to and considered at this meeting, with such changes and additions thereto and

deletions therefrom as the Mayor shall approve, which approval shall be evidenced by his executing the

Funding Agreement, is hereby approved and authorized. The Mayor is hereby authorized and directed, in the

name and on behalf of the Issuer, to execute and deliver the Funding Agreement and the City Clerk/Treasurer

is hereby authorized and directed to affix to the Funding Agreement the seal of the Issuer and to attest the

same.

ARTICLE 9

Payment of Warrants

(a) Warrants for the payment or redemption of which moneys shall have been set aside and held

by the Paying Agent on the maturity or redemption date thereof shall be deemed to have been paid and no

longer Outstanding under this Ordinance.

(b) Warrants shall, prior to the maturity or redemption date thereof, be deemed to have been paid

and no longer Outstanding under this Ordinance if (1) in case any of said Warrants are to be redeemed on any

date prior to their maturity, the Issuer shall have given to the Paying Agent in form satisfactory to it irrevocable

instructions to give and publish notice of redemption thereof on such date and (2) there shall have been

deposited with the Paying Agent either moneys in an amount which shall be sufficient, or Federal Securities

the principal of and the interest on which when due will provide moneys which, together with the moneys, if

any, deposited with the Paying Agent at the same time and available for such purpose, shall be sufficient, to

pay when due the principal of, premium (if any) and interest due and to become due on said Warrants on and

prior to the redemption date or maturity date thereof, as the case may be.

(c) Neither Federal Securities nor moneys deposited with the Paying Agent pursuant to this

Section nor principal nor interest payments on any such Federal Securities shall be withdrawn or used for any

purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if

applicable, and interest on said Warrants; provided that any cash received from such principal or interest

payments on such Federal Securities deposited with the Paying Agent, if not then needed for such purpose,

shall, to the extent practicable, be reinvested, at the written direction of the Issuer, in Federal Securities

maturing at times and in amounts sufficient to pay when due the principal, premium (if any) and interest to

become due on said Warrants on and prior to such redemption date or maturity date thereof, as the case may

be.

(d) Any amounts remaining in the Warrant Fund after payment in full of the Warrants (or

provision made therefor in accordance with this Article 9), and payment of the fees, charges and expenses of

the Paying Agent and all other amounts required to be paid hereunder, shall be paid to the Issuer.

ARTICLE 10

Advance Refunding and Redemption of Refunded Series 2008 School Warrants

(a) The Refunding Trust Agreement, in substantially the form and of substantially the content as

the Refunding Trust Agreement presented to and considered at this meeting, with such changes and additions

9.C.1.b

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{BH252791.2} 24

thereto and deletions therefrom as the Mayor shall approve, which approval shall be evidenced by his

executing the Refunding Trust Agreement, is hereby approved and authorized. The Mayor is hereby

authorized and directed, in the name and on behalf of the Issuer, to execute and deliver the Refunding Trust

Agreement and the City Clerk/Treasurer is hereby authorized and directed to affix to the Refunding Trust

Agreement the seal of the Issuer and to attest the same.

(b) The Refunded Series 2008 School Warrants shall be redeemed by the Issuer on March 1, 2018

(the “Redemption Date”) at a redemption price equal to the principal amount thereof to be redeemed, plus

accrued interest thereon to the date fixed for redemption, without premium or penalty (the “Redemption

Price”).

(c) The Issuer does hereby call the Refunded Series 2008 School Warrants for redemption on the

Redemption Date. Said Refunded Series 2008 School Warrants will become due and payable on the

Redemption Date at the Redemption Price. All interest on the Refunded Series 2008 School Warrants so

called for redemption will cease to accrue on the Redemption Date.

(d) The Issuer is not in default under the ordinance pursuant to which the Series 2008 School

Warrants were originally issued and no such default is imminent.

(e) The Issuer hereby agrees it will not alter, amend, repeal or revoke this Ordinance calling the

Refunded Series 2008 School Warrants for redemption as provided herein except for manifest error and this

Ordinance and the Refunding Trust Agreement shall constitute irrevocable trust agreements with the Paying

Agent for the retirement of the Refunded Series 2008 School Warrants.

(f) The Paying Agent is hereby authorized and directed to give and publish notice to the holders

of the Refunded Series 2008 School Warrants that such warrants have been called for redemption on the

Redemption Date at the Redemption Price. Such notice shall be in such form as may be acceptable to such

bank and shall be given and published as provided in the ordinance authorizing the Series 2008 School

Warrants.

9.C.1.b

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{BH252791.2} 25

The foregoing Ordinance No. 2016-_____ was adopted this 28th day of March, 2016.

Council President

CITY SEAL

Authenticated and Attested:


Duly approved this 28th day of March, 2016.

________________________________

Mayor

9.C.1.b

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{BH252791.2} 26

It was moved by Council Member ___________ that all rules and regulations which, unless

suspended, would prevent the immediate consideration and adoption of said ordinance be suspended, and that

unanimous consent to the immediate consideration of said ordinance be given. The motion was seconded by

Council Member ___________ and was unanimously carried, those voting aye being:

Ayes: Tim Holcombe, Council President


Ronica Ondocsin

Steve Smith

D.J. Klein

Mike Potter

Gerald Clark

Nays: None

The President of the Council declared the motion carried.

After said ordinance had been discussed and considered in full by the Council, it was moved by

Council Member __________ that said ordinance be now placed upon its final passage and adopted. The

motion was seconded by Council Member ___________. The question being put as to the adoption of said

motion and the final passage and adoption of said ordinance, the roll was called with the following results:

Ayes: Tim Holcombe, Council President


Ronica Ondocsin

Steve Smith

D.J. Klein

Mike Potter

Gerald Clark

Nays: None

The President of the Council thereupon declared said motion carried and the ordinance passed and

adopted as introduced and read.

* * *

There being no further business to come before the meeting, it was moved and seconded that the

meeting be adjourned. Motion carried.

9.C.1.b

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{BH252791.2}

CERTIFICATE OF CITY CLERK/TREASURER

I, the undersigned, do hereby certify that (1) I am the duly elected, qualified and acting City Clerk/Treasurer of

the City of Madison, Alabama (the “Municipality”); (2) as City Clerk/Treasurer of the Municipality I have access to all

original records of the Municipality and I am duly authorized to make certified copies of its records on its behalf; (3)

the above and foregoing pages constitute a complete, verbatim and compared copy of excerpts from the minutes of a

regular meeting of the City Council of the Municipality duly held on the 28th day of March, 2016, the original of which

is on file and of record in the minute book of the City Council in my custody; (4) the ordinance set forth in such

excerpts is a complete, verbatim and compared copy of such ordinance as introduced and adopted by the City Council

on such date; and (5) said ordinance is in full force and effect and has not been repealed, amended or changed.

IN WITNESS WHEREOF, I have hereunto set my hand as City Clerk/Treasurer of the Municipality and have

affixed the official seal of the Municipality, this 28th day of March, 2016.


CITY SEAL

9.C.1.b

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{BH252791.2}{BH252791.2}

EXHIBIT A

[Approved Issuance Expenses]

The Paying Agent is authorized to begin disbursing the followed approved issuance expenses on the

Closing Date and to transfer any sums remaining to the warrant fund herein described:

(1) Bond Counsel $29,500.00

Jones Walker LLP


Moody’s


Standard & Poor’s

(4) Paying Agent $2,000.00

BNY Mellon

(5) Board of Education Counsel $5,000.00

Lanier Ford – Woody Sanderson

(6) Verification Report $2,500.00

(7) Printing Official Statements $1,000.00

(8) MSRB/CUSIP $600.00

(9) Miscellaneous and actual out of pocket $5,506.35

expenses of any of the above parties

TOTAL $81,606.35

9.C.1.b

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{BH252791.2}{BH252791.2}

EXHIBIT B

[Identification of Refunded Series 2008 School Warrants and

Remaining Series 2008 School Warrants]

Refunded Remaining

Series 2008 Series 2008

School School

Mar. 1 Warrants Warrants

2017 265,000

2018 285,000

2019 290,000

2020 $885,000

2021 1,220,000

2022 1,260,000

2023 1,325,000

2024 2,280,000

2025 3,360,000

Total $10,330,000 $840,000

9.C.1.b

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{BH289028.1}

New Issue -- Book Entry Only Ratings: Moody’s: Aa2

S&P: AA+

OFFICIAL STATEMENT

In the opinion of Jones Walker LLP, Bond Counsel, and assuming continuing compliance by the City

with certain conditions imposed by the Internal Revenue Code of 1986, as amended, referred to herein under

“TAX EXEMPTION,” interest on the Series 2016-A Warrants is presently excludable from gross income for

federal income taxation, under Section 103 of said Code, regulations, rulings and court decisions heretofore

rendered. Bond Counsel is of the further opinion that interest on the Series 2016-A Warrants is exempt from

present State of Alabama income taxation.

$9,535,000

CITY OF MADISON (ALABAMA)

GENERAL OBLIGATION SCHOOL WARRANTS

SERIES 2016-A

Dated: March 31, 2016 Due: As shown on inside cover

The Series 2016-A Warrants constitute general obligations of the City of Madison, Alabama (the

“City”) for the payment of which the full faith and credit and taxing power of the City are irrevocably pledged.

The Series 2016-A Warrants are in registered form, without coupons, and are in the denomination of

$5,000 each or any integral multiple thereof. Certain of the Series 2016-A Warrants are subject to prior

redemption, as a whole or in part, as more fully described herein. The Series 2016-A Warrants are general

obligations of the City, issuable initially in the denomination of $5,000, or any integral multiple thereof

pursuant to a Book-Entry System to be administered by The Depository Trust Company, New York, New

York, or any successor or assign thereof or substitute therefor as such securities depository (the “Securities

Depository”) and, when issued, will be registered in the name of and held by Cede & Co., as nominee. During

the period in which the Book-Entry System is in effect for the Series 2016-A Warrants, purchases and transfers

of ownership of beneficial interests in the Series 2016-A Warrants will be evidenced by book-entry only and all

payments of principal of, premium (if any) and interest on the Series 2016-A Warrants will be made by The

Bank of New York Mellon Trust Company, N.A., as paying agent, to the Securities Depository for

disbursement thereby to the Direct Participants and for subsequent disbursement by the Direct Participants

(and, where appropriate, by the Indirect Participants) to the owners of beneficial interests in the Series 2016-A

Warrants, as more particularly provided in the 2016-A Authorizing Ordinance and described herein. The

Series 2016-A Warrants are offered for sale, subject to the approval of the validity thereof by Jones Walker

LLP, Bond Counsel and certain other conditions. Delivery is expected through the Depository Trust Company

on or about March 31, 2016.

JOE JOLLY & CO., INC.

March 15, 2016

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SERIES 2016-A WARRANTS

Dated: March 31, 2016 Principal Due: March 1

Interest Due: March 1 and September 1

First Interest Due: September 1, 2016

Principal Applicable Principal Applicable

Year of Amount Interest Year of Amount Interest

Maturity Maturing Rate Yield Maturity Maturing Rate Yield

2020 $900,000 4.000% 1.350% 2024 $1,230,000 5.000% 2.080%

2021 1,070,000 4.000 1.520 2025 1,295,000 5.000 2.230

2022 1,110,000 4.000 1.690 2028 1,270,000 5.000 2.590

2023 1,170,000 5.000 1.910 2029 1,490,000 5.000 2.670

9.C.1.c

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{BH289028.1}


Mayor

Troy Trulock

City Council

Tim Holcombe, Council President


Ronica Ondocsin

Steve Smith

D.J. Klein

Mike Potter

Gerald Clark

BOND COUNSEL

Jones Walker LLP

Birmingham, Alabama

UNDERWRITER

Joe Jolly & Co., Inc.

Birmingham, Alabama

PAYING AGENT

The Bank of New York Mellon Trust Company, N.A.

Birmingham, Alabama

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THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN OBTAINED FROM

SOURCES WHICH ARE CONSIDERED DEPENDABLE AND WHICH ARE CUSTOMARILY RELIED

UPON IN THE PREPARATION OF SIMILAR OFFICIAL STATEMENTS, BUT SUCH INFORMATION

IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS. ALL ESTIMATES AND

ASSUMPTIONS CONTAINED HEREIN ARE BELIEVED TO BE RELIABLE BUT NO

REPRESENTATION IS MADE THAT SUCH ESTIMATES OR ASSUMPTIONS ARE CORRECT OR

WILL BE REALIZED. NO PERSON, INCLUDING ANY BROKER, DEALER OR SALESMAN, HAS

BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION

OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE,

SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING

BEEN AUTHORIZED BY THE CITY. ANY INFORMATION OR EXPRESSIONS OF OPINION HEREIN

ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS

OFFICIAL STATEMENT NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES

CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE AS TO THE AFFAIRS OF THE

CITY SINCE THE DATE HEREOF.

TABLE OF CONTENTS

INTRODUCTION......................................................................................................................................... 1

DEFINITIONS .............................................................................................................................................. 1

THE SERIES 2016-A WARRANTS ............................................................................................................ 3

SECURITY FOR SERIES 2016-A WARRANTS; SOURCE OF PAYMENT ............................................ 4

DEBT SERVICE REQUIREMENTS ........................................................................................................... 6

SOURCES AND USES OF FUNDS .......................................................................................................... 10

RATINGS ................................................................................................................................................... 10

SUMMARY OF 2016-A AUTHORIZING ORDINANCE ........................................................................ 10

AD VALOREM TAXATION ..................................................................................................................... 12

THE CITY .................................................................................................................................................. 17

LOCAL SCHOOL BOARD REVENUES .................................................................................................. 31

BOOK-ENTRY SYSTEM .......................................................................................................................... 38

TAX EXEMPTION .................................................................................................................................... 42

ORIGINAL ISSUE DISCOUNT AND PREMIUM ................................................................................... 43

NOT “BANK QUALIFIED” INVESTMENTS .......................................................................................... 43

LITIGATION .............................................................................................................................................. 44

CONTINUING DISCLOSURE UNDERTAKING .................................................................................... 45

FEDERAL BANKRUPTCY CODE ........................................................................................................... 46

APPROVAL OF LEGAL MATTERS ........................................................................................................ 46

APPENDICES ............................................................................................................................................ 47

UNDERWRITER ........................................................................................................................................ 47

WARRANTHOLDERS’ RISK FACTORS ................................................................................................ 47

MISCELLANEOUS ................................................................................................................................... 50

APPENDIX A: Proposed Opinion of Bond Counsel

APPENDIX B: Audited Financial Statements for the Fiscal Year Ending September 30, 2014

APPENDIX C: Historical Summary of Changes in Governmental Fund Balances

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1 {BH289028.1}

INTRODUCTION

This Official Statement of the City of Madison, Alabama (the “City”), including the cover page and

appendices, is furnished in connection with the offering of the City’s $9,535,000 General Obligation School

Warrants, Series 2016-A, dated March 31, 2016 (the “Series 2016-A Warrants”).

The Series 2016-A Warrants are issued by the City under the authority of the Constitution and laws of

the State of Alabama and pursuant to an ordinance duly adopted by the governing body of the City (the “2016-

A Authorizing Ordinance”). The Series 2016-A Warrants are issued for the purposes of (1) advance refunding

and redeeming on March 1, 2018, a portion of the City’s outstanding General Obligation School Warrants

Series 2008, dated May 1, 2008 (the “Series 2008 Warrants”); and (2) paying issuance expenses. The portion

of the Series 2008 Warrants being advanced refunded in the principal amount of $10,330,000 are herein

referred to as the “Refunded Series 2008 Warrants.” The portion of the Series 2008 Warrants that will remain

outstanding in the principal amount of $840,000 are herein referred to as the “Remaining Series 2008

Warrants.”

The Series 2016-A Warrants constitute general obligations of the City for the payment of which the

full faith, credit and taxing power of the City are irrevocably pledged. In addition, the City Board of Education

of the City of Madison (the “Board”) has agreed to enter into a Funding Agreement with the City to provide for

the payment of the Series 2016-A Warrants from Board revenues.

DEFINITIONS

For purposes of this Official Statement the following terms have the following meanings:

Authorized Denominations means the amount of $5,000 and any integral multiple thereof for each

maturity.

Beneficial Owners means the registered owners of beneficial interests in the Series 2016-A Warrants.

Board means the City Board of Education of the City of Madison, Alabama.

Book-Entry System means a book-entry system of evidence of purchase and transfer of beneficial

ownership interests in the Series 2016-A Warrants.

Business Day means a day, other than a Saturday or a Sunday, on which commercial banking

institutions are open for business in the state where the principal corporate office of the Paying Agent is located

and a day on which the payment system of the Federal Reserve System is operational.

City refers to the City of Madison, Alabama.

Code means the Internal Revenue Code of 1986, as amended, and all references to specific sections of

the Code shall be deemed to include any and all respective successor provisions to such sections.

Direct Participant or Direct Participants means securities brokers and dealers, banks, trust companies,

clearing corporations and other financial institutions which have access to the Book-Entry System.

Fiscal Year means the period beginning on October 1 of one calendar year and ending on September

30 of the next succeeding calendar year or such other fiscal year as may hereafter be adopted by the City.

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Government Obligations means direct general obligations of, or obligations the payment of which is

unconditionally guaranteed by, the United States of America.

Indirect Participant or Indirect Participants means a broker, dealer, bank or other financial institution

for which the Securities Depository holds the Series 2016-A Warrants as securities depository through a Direct

Participant.

Letter of Representation means and includes (i) the Letter of Representation with respect to the Series

2016-A Warrants from the City to the Securities Depository; and (ii) any other or subsequent agreement by

whatever name or identification with respect to the Series 2016-A Warrants between said parties from time to

time in effect.

Paying Agent means The Bank of New York Mellon Trust Company, N.A. with a designated corporate

trust office in Birmingham, Alabama, or its successor, as paying agent, depository and registrar for the Series

2016-A Warrants.

Qualified Investments means:

(1) Government Obligations;

(2) Money market funds customarily utilized by the Paying Agent for the investment of public

funds, invested solely in Government Obligations and rated “AAm” or “AAm-G” or better by Standard &

Poor’s Rating Group; or

(3) A certificate of deposit or time deposit issued by (i) the Paying Agent or (ii) any other bank

organized under the laws of the United States of America or any state thereof with capital, surplus and

undivided profits of not less than $75,000,000, provided in each case such deposit is insured by the Federal

Deposit Insurance Corporation or such deposit is collaterally secured by the issuing bank by pledging

Government Obligations having a market value (exclusive of accrued interest) not less than the face amount of

such certificate.

Record Date means, with respect to the Series 2016-A Warrants, that date which is 15 calendar days

before any date on which interest is due and payable on such Warrants.

Securities Depository means The Depository Trust Company, a limited purpose trust company

organized under the laws of the State of New York, and the successors and assigns thereof, and any substitute

securities depository therefor that maintains a Book-Entry System for the Series 2016-A Warrants.

Securities Depository Nominee means the Securities Depository or the nominee of such Securities

Depository in whose name there shall be registered on the Warrant Register the Series 2016-A Warrants to be

delivered to such Securities Depository during the period in which the Series 2016-A Warrants are held

pursuant to the Book-Entry System.

Series 2016-A Warrant Fund means the fund by that name established for the Series 2016-A Warrants

pursuant to the 2016-A Authorizing Ordinance.

Series 2015-A Warrants means the City’s $23,790,000 General Obligation Warrants, Series 2015-A,

dated May 1, 2015.

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Series 2015-B Warrants means the City’s $12,255,000 General Obligation Warrants, Series 2015-B,

dated May 1, 2015.

Series 2016-A Warrants means the City’s General Obligation School Warrants, Series 2016-A, dated

March 31, 2016.

Underwriter means Joe Jolly & Co., Inc.

Warrant Register or Warrant Registrar means the register for the registration and transfer of Series

2016-A Warrants maintained by the Paying Agent for the City under the 2016-A Authorizing Ordinance.

2016-A Authorizing Ordinance means the City’s ordinance authorizing the Series 2016-A Warrants.

THE SERIES 2016-A WARRANTS

General Description

The Series 2016-A Warrants as dated March 31, 2016, and will bear interest from that date at the

applicable rates set forth on the inside cover page hereof, and will mature on such dates and in years and

principal amounts as set forth on the inside cover page hereof. Interest on the Series 2016-A Warrants will be

payable as set forth on the inside cover page hereof. The principal of and premium (if any) on the Series 2016-

A Warrants shall be payable only upon presentation and surrender of the Series 2016-A Warrants at the

designated office of The Bank of New York Mellon Trust Company, N.A., in Birmingham, Alabama (the

“Paying Agent”).

The Series 2016-A Warrants will be initially issued pursuant to a book-entry system to be administered

by The Depository Trust Company, New York, New York (“DTC”) and registered in the name of and held by

Cede & Co., as nominee of DTC. During the period in which Cede & Co. is the registered owner of the Series

2016-A Warrants, purchases and transfers of ownership of beneficial interests in the Series 2016-A Warrants

will be evidenced by book-entry only and all payments of principal of, premium (if any) and interest on the

Series 2016-A Warrants will be made by the Paying Agent to Cede & Co. (as registered owner) for DTC for

disbursement by DTC to the Direct Participants of DTC and for subsequent disbursement by the Direct

Participants (and, where appropriate, by the Indirect Participants) to the owners of beneficial interests in the

Series 2016-A Warrants, as more particularly provided in the 2016-A Authorizing Ordinance and described

herein under “BOOK-ENTRY SYSTEM.” In the event the book-entry system for the Series 2016-A Warrants

is discontinued, Series 2016-A Warrants in certificated form in authorized denominations will be physically

distributed to the owners of the beneficial interests in the Series 2016-A Warrants, the Series 2016-A Warrants

will be registered in the names of the owners thereof on the Warrant Register, the Paying Agent shall make

payments of principal of, premium (if any) and interest on the Series 2016-A Warrants to the registered owners

thereof as provided in the Series 2016-A Warrants and the 2016-A Authorizing Ordinance, and the provisions

of the Series 2016-A Warrants and of the 2016-A Authorizing Ordinance with respect to registration, transfer

and exchange of Series 2016-A Warrants by the registered owners thereof shall apply, as described herein

under “Discontinuation of Book-Entry System; Transfer, Exchange and Registration.”

Authority for Issuance

The Series 2016-A Warrants are issued by the City under authority of the Constitution and laws of the

State of Alabama, including particularly Section 11-47-2 of the CODE OF ALABAMA 1975, as amended, and

pursuant to the 2016-A Authorizing Ordinance.

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Optional Redemption

The Series 2016-A Warrants having stated maturities on March 1, 2028 and thereafter are subject to

redemption at the option of the City on any date on or after March 1, 2026, in whole or in part in multiples of

$5,000, in such order and amount of maturities as the City may determine, and by random selection within a

maturity, at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date

fixed for redemption, without any premium or penalty.

Manner and Notice of Redemption

If less than all of the Series 2016-A Warrants are to be optionally redeemed during a period in which

the Book-Entry System is in effect for the Series 2016-A Warrants, the City shall designate the order and

amount of maturities of the Series 2016-A Warrants (or portions thereof) to be redeemed not less than 45 nor

more than 60 days prior to the redemption date. In accordance with the Letter of Representation and the

procedures of the Book-Entry System, the Securities Depository may determine the amount of the interest of

each Direct Participant in those of such Series 2016-A Warrants to be optionally redeemed, on the basis of the

smallest Authorized Denomination of such Series 2016-A Warrants, by lot or by such other method as the

Securities Depository shall deem fair and appropriate. If less than all of the Series 2016-A Warrants at the time

outstanding are redeemed during a period in which the Book-Entry System is not in effect for the Series 2016-

A Warrants, any redemption shall be in such order and amount of maturities as the City shall determine in its

sole discretion. In the event that less than all of the principal of the Series 2016-A Warrants is to be redeemed,

the Paying Agent shall assign a number to each $5,000 principal portion of all the Series 2016-A Warrants and

shall, by process of random selection based upon such numbers, select the principal portion of Series 2016-A

Warrants to be redeemed. Prior notice of such redemption shall be given as required by the procedures of the

Book-Entry System, or if not in effect, then by registered or certified mail to the Holder of each Series 2016-A

Warrant, all or a portion of which is to be redeemed, not less than thirty (30) days prior to the proposed

redemption date.

SECURITY FOR SERIES 2016-A WARRANTS; SOURCE OF PAYMENT

The Series 2016-A Warrants are general obligations of the City for the payment of which the full faith,

credit and taxing powers of the City are irrevocably pledged. Upon the issuance of the Series 2016-A

Warrants, the City will have outstanding the following long-term warrant obligations:

(a) General Obligation Warrants, Series 2006-A, dated December 1, 2006 (the “Series

2006-A Warrants”)presently outstanding in the aggregate principal amount of $24,410,000,

(b) General Obligation School Warrants, Series 2009, dated August 1, 2009 (the “Series

2009 School Warrants”) presently outstanding in the aggregate principal amount of $50,410,000, [1]

(c) General Obligation Taxable Warrants, Series 2011, dated March 1, 2011 (the

“Taxable Warrants”) issued and presently outstanding in the initial principal amount of $4,715,000,

(d) General Obligation School Warrants, Series 2011-A, dated August 1, 2011 (the

“Series 2011-A School Warrants”) presently outstanding in the aggregate principal amount of

$5,050,000,[1]

(e) General Obligation School Warrants, Series 2011-B, dated December 1, 2011 (the

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“Series 2011-B School Warrants”) issued and presently outstanding in the aggregate principal amount

of $15,870,000, [1]

(f) General Obligation Warrants, Series 2013, dated May 1, 2013 (the “Series 2013

Warrants”), issued and presently outstanding in the initial aggregate principal amount of $26,985,000,

(g) General Obligation Warrants, Series 2015-A, dated May 1, 2015 (the “Series 2015-A

Warrants”) issued and presently outstanding in the principal amount of $23,790,000.

(h) General Obligation Warrants, Series 2015-B, dated May 1, 2015 (the “Series 2015-B

Warrants”) issued and presently outstanding in the principal amount of $12,255,000,

(i) the Series 2016-A Warrants offered hereby in the principal amount of $9,535,000 [1],

and

(j) the Remaining Series 2008 Warrants in the principal amount of $840,000 [1].

[1] See “The Funding Agreements” below

The City also has certain lease and other short-term obligations in an aggregate amount not exceeding

$500,000 and certain capital leases of approximately $2,500,000. The above schedule does not include the

City’s obligation under the New High School Funding Agreement executed in connection with the Board’s

$36,000,000 Capital Outlay Pool Warrant, Series 2010, QSCB, dated September 8, 2010 (the “Series 2010

QSCB Warrant” described below under “DEBT SERVICE REQUIREMENTS.” See also “Description of

Second Earmark; Construction of New High School.” The Board also has certain obligations related to certain

Capital Outlay Pool Warrants as described herein under “DEBT SERVICE REQUIREMENTS.”

The City is presently negotiating an economic incentive project with a private developer. The

estimated project cost is approximately $20,000,000. See “Proposed Economic Development Project” herein.

See also “Town Madison Development.”

An investment in the Series 2016-A Warrants involves certain risks. See “WARRANTHOLDERS’

RISK FACTORS.”

The Funding Agreements

The City Board of Education of the City of Madison (the “Board”) has entered into various Funding

Agreements with the City pursuant to which the Board has agreed to make certain payments to the City to

enable the City to make debt service payments on the Series 2011-B School Warrants, the Series 2011-A

School Warrants, the Series 2009 School Warrants, the Remaining Series 2008 Warrants, and the Series 2016-

A Warrants.

General Fund Sales Tax Description; Allocations and Earmarks

The City’s sales and use tax is presently levied at 3.50% (the “Sales Tax”). However, only the first

2.00% is allocated to the General Fund. In November, 1989 the City allocated the next 0.50% to debt service

payments on existing debt (the “First Earmark”). In February, 2010, as described below, the City allocated the

next 0.50% to the Board for the construction of the New High School (defined below) (the “Second Earmark”).

In October, 2013, as described further below, the City allocated the next 0.50% to pay for capital replacement,

infrastructure repair and to establish a stream of revenue for future debt service payments on future warrant

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issues (the “Third Earmark”). The Third Earmark is allocated as follows: (1) 25% of collection for capital

equipment, (2) 25% for neighborhood street repairs and (3) 50% for general obligation debt service payments.

Description of Second Earmark; Construction of New High School

Pursuant to Ordinance No. 2009-222 adopted by the City Council on November 23, 2009, the City

increased the general rate of its Sales Tax from 2.50% to 3.00%, with first collections received during

February, 2010. That 0.50% increase (the “School Sales Tax” or “Second Earmark”) is allocated to the Board

and was levied specifically so that the Board could finance the construction of a second high school in the City,

named James Clemons High School (the “New High School”). The Board expects that the School Sales Tax

will be sufficient to retire the debt incurred by the Board to construct the New High School. The Board

financed the construction of the New High School with a $36,000,000 loan from The Alabama Public School

and College Authority (the “Authority”). The Board issued its Capital Outlay Pool Warrant, Series 2010-

QSCB, dated September 8, 2010 (the “2010 QSCB School Warrant”), to the Authority in April, 2011 in

evidence thereof. The loan represented a portion of the Authority’s $154,727,000 Capital Improvement Pool

QSCB Direct Loan Bonds, dated September 8, 2010. The City and Board entered into a Funding Agreement

whereby the City pledged its full faith and credit to the payment of the Board’s Capital Outlay Pool Warrant

and specifically pledged the School Sales Tax thereto. The School Sales Tax is paid by the City to the Board

each month as received and is presently being deposited in a Capital Improvement Account. The School Sales

Tax revenues deposited in such fund will be applied to the payment of debt service on the School Warrant,

with any excess funds to be used by the Board to assist it in paying necessary operating expenses associated

with the new high school. The City remits approximately $190,000 each month to the Board representing

monthly collections derived from the School Sales Tax. The School Sales Tax is not pledged to the payment of

the Series 2016-A Warrants.

Description of Third Earmark; Capital Funds

Effective October 1, 2013, the City again increased the general rate of its sales and use tax from 3.00%

to 3.50% in anticipation that the City would issue capital improvement warrants during calendar year 2015.

The third 0.50% increase (the “Capital Funds Sales Tax” or “Third Earmark”) is earmarked to pay for capital

replacement, infrastructure repair and to establish a stream of revenue for future debt service payments on

future warrant issues. The City anticipates that the debt service on the “new money” portion of the Series

2015-A Warrants heretofore issued in May, 2015 will be paid from the Third Earmark.

DEBT SERVICE REQUIREMENTS

Following the issuance of the Series 2016-A Warrants offered by this Official Statement, the City will

have five outstanding series of warrants issued by the City for school construction or acquisition purposes: (1)

the Remaining Series 2008 Warrants, (2) the Series 2009 School Warrants, (3) the Series 2011-A School

Warrants, (4) the Series 2011-B School Warrants and (5) the Series 2016-A School Warrants. The foregoing

five series of warrants are sometimes hereinafter collectively referred to as the “City-Issued School Warrants.”

While the foregoing five series of warrants are general obligations of the City, the City anticipates that

it will receive sufficient revenues from the Funding Agreements with the Board to pay all debt service on such

school obligations. See “SECURITY FOR SERIES 2016-A WARRANTS; SOURCE OF PAYMENT; The

Funding Agreements.”

The City Board of Education of the City of Madison (the “Board”) has also issued four capital outlay

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pool warrants in connection with the Alabama State Department of Education, consisting of its (1) Capital

Outlay Pool Warrant, Series 2009-B in the aggregate remaining amount of $2,085,595 (the “2009-B Pool

Warrant”), (2) $36,000,000 Capital Outlay Pool Warrant, Series 2010-QSCB, dated September 8, 2010 (the

“2010-QSCB Pool Warrant”), (3) Capital Outlay Pool Warrant, Series 2013 (the “2013 BRAC Pool Warrant”)

in the aggregate principal amount of $13,242,981, issued by the State in anticipation of additional school needs

in north Alabama as a result of 4,500 additional jobs transferred to Redstone Arsenal in Huntsville under the

Base Realignment and Closure Commission (BRAC), and (4) Capital Outlay Pool Warrant, Series 2014-A

dated May 28, 2014 (the “2014-A Pool Warrant”) in the aggregate principal amount of $2,971,222. The

2009-B Pool Warrant, the 2010-QSCB Pool Warrant, the 2013 BRAC Pool Warrant and the 2014-A Pool

Warrant are sometimes hereinafter collectively referred to as the “Board’s Pool Warrants.”

The Board’s Pool Warrants are secured by certain capital outlay funds allocated by the State Board of

Education to participating school boards pursuant to Section 16-13-234 of the CODE OF ALABAMA 1975.

Except as described below, the Board’s Pool Warrants are not obligations of the City and are shown as part of

the debt service requirements for informational purposes only.

The 2010-QSCB Pool Warrant is secured by a Funding Agreement from the City to the Board which

pledges the City’s full faith and credit and a special pledge of the School Sales Tax, also referred to as the

“Second Earmark.”

In addition to the foregoing described school-related debt, following the issuance of the Series 2016-A

Warrants, the City will have issued five series of warrants for municipal capital improvements: (1) the Series

2015-A Warrants, (2) the Series 2015-B Warrants, (3) the Series 2013 Warrants, (4) the Taxable Warrants and

(5) the Series 2006-A Warrants. The foregoing five series of warrants are sometimes hereinafter collectively

referred to as the “City Issues.”

The following two pages show the debt service on (1) the City-Issued School Warrants and the

Board’s Pool Warrants and (2) the City Issues.

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Fiscal Year

Ending

September 30 Totals 2016A [1] 2010 QSCB [2] [3] 2014-A [2] 2008 [1] 2009B [2] 2009 [1] 2011A [1] 2011B [1] 2013 [2] [4]

2016 $5,524,096 $187,051 $1,604,319 $378,353 $16,668 $473,946 $1,302,206 $557,788 $283,726 $720,039

2017 8,811,117 445,950 1,604,319 378,241 293,166 520,304 2,702,724 561,313 1,329,753 975,348

2018 8,814,456 445,950 1,604,319 379,359 302,300 520,467 2,699,224 559,213 1,328,221 975,403

2019 8,811,423 445,950 1,604,319 379,779 295,800 524,664 2,695,536 560,700 1,329,328 975,348

2020 8,866,752 1,327,950 1,604,319 381,575 - 2,691,711 557,594 1,327,921 975,681

2021 8,899,457 1,458,550 1,604,319 382,640 - 2,589,761 560,150 1,328,828 975,209

2022 8,895,918 1,454,950 1,604,319 382,640 - 2,589,761 556,350 1,332,328 975,570

2023 8,906,215 1,463,500 1,604,319 382,640 - 2,589,761 559,750 1,330,703 975,542

2024 8,902,594 1,463,500 1,604,319 382,640 - 2,589,761 555,650 1,331,354 975,370

2025 8,901,372 1,465,375 1,604,319 382,640 - 2,589,761 556,481 1,327,643 975,153

2026 9,143,515 138,000 1,604,319 - - - 4,537,261 556,906 1,331,443 975,586

2027 9,564,188 138,000 1,604,319 - - - 4,958,086 555,900 1,332,245 975,638

2028 8,506,374 1,376,250 - - - - 4,824,736 - 1,329,910 975,478

2029 8,185,493 1,527,250 - - - - 4,353,311 - 1,329,810 975,122

2030 6,641,193 - - - 4,354,496 - 1,332,060 954,638

2031 6,650,303 - - - 4,356,643 - 1,331,060 962,600

2032 6,649,771 - - - 4,355,655 - 1,332,405 961,711

2033 6,639,983 - - - 5,691,618 - - 948,366

2034 5,687,299 - - - 5,687,299 - -

2035 5,689,121 - - - 5,689,121 - -

2036 5,691,577 - - - 5,691,577 - -

2037 5,690,851 - - - 5,690,851 - -

2038 5,691,270 - - - 5,691,270 - -

2039 5,687,784 - - - 5,687,784 - -

Totals 181,452,121$ 13,338,226$ 19,251,828$ 3,810,507$ 907,934$ 2,039,381$ 96,609,914$ 6,697,794$ 21,568,735$ 17,227,802$

[4] The Board and the State are each responsible for 50% of this debt.

[2] The Board's Pool Warrants. See Page 7.

[1] City-Issued School Warrants. See "The Funding Agreements" on page 5.

City-Issued School Warrants Payable From the Funding Agreements and the Board's Pool Warrants Payable from Board of Education Revenue Sources

[3] Secured by a Funding Agreement from the City to the Board. See Page 7 and "Description of Second Earmark" on Page 6.

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Fiscal Year

Ending

September 30 Totals OLD2006AR OLD2011T OLD2013A NEW2015-A Series 2015B

2016 323,394 111,331 - - 212,063

2017 5,546,825 1,173,981 908,312 1,465,294 1,575,113 424,125

2018 6,300,849 1,157,150 908,267 1,657,694 2,153,613 424,125

2019 6,374,629 1,155,550 905,472 1,740,819 2,148,663 424,125

2020 6,401,379 1,153,950 908,872 1,756,619 2,157,813 424,125

2021 6,535,171 1,157,250 907,364 1,885,619 2,160,813 424,125

2022 6,751,034 1,155,450 907,678 2,108,219 2,155,563 424,125

2023 5,635,406 1,158,550 - 1,940,419 2,112,313 424,125

2024 6,510,681 2,348,975 - 1,661,669 1,392,813 1,107,225

2025 6,771,531 2,350,475 - 1,927,669 1,390,813 1,102,575

2026 6,844,206 2,349,275 - 2,001,669 1,392,063 1,101,200

2027 6,863,394 2,350,263 - 2,020,869 1,391,313 1,100,950

2028 6,876,406 2,348,325 - 2,027,269 1,393,563 1,107,250

2029 6,910,981 2,348,350 - 2,066,269 1,393,563 1,102,800

2030 6,925,188 2,350,113 - 2,079,550 1,392,850 1,102,675

2031 6,903,200 2,348,500 - 2,059,013 1,391,163 1,104,525

2032 6,913,650 2,349,538 - 2,062,500 1,393,500 1,108,113

2033 6,892,375 2,348,163 - 2,047,150 1,391,500 1,105,563

2034 6,888,750 2,349,338 - 2,045,450 1,392,000 1,101,963

2035 6,879,256 2,347,556 - 2,034,725 1,394,750 1,102,225

2036 6,859,038 2,351,025 - 2,012,250 1,394,500 1,101,263

2037 6,860,744 2,349,506 - 2,016,000 1,391,250 1,103,988

Totals 139,768,085$ 41,001,281$ 5,557,298$ 40,616,731$ 33,959,525$ 18,633,250$

G. O. Debt paid from General Fund

Aggregation Spreadsheet Report

The City of Madison, Alabama

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SOURCES AND USES OF FUNDS

The proceeds to be derived from the sale of the Series 2016-A Warrants will be used by the City as set

forth below:

Sources

Par Amount $9,535,000.00


Series 2008 Funds 15,803.50

TOTAL SOURCES $11,259,952.60

Uses

Advance Refunding the Refunded Series 2008 Warrants $11,087,763.75

Underwriter's Discount 90,582.50

Issuance Expenses 81,606.35

TOTAL USES $11,259,952.60

RATINGS

Moody’s and S&P have assigned underlying ratings, respectively, of “Aa2” and “AA+” to the City.

The underlying ratings on the Series 2016-A Warrants reflect such rating agencies’ current assessments of the

creditworthiness of the City. Any further explanation as to the significance of the above ratings may be

obtained only from the rating agencies.

The above ratings are not recommendations to buy, sell or hold the Series 2016-A Warrants, and such

ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or

withdrawal of any or all of such ratings may have an adverse effect on the market price of the affected Series

2016-A Warrants.

SUMMARY OF 2016-A AUTHORIZING ORDINANCE

The following, together with information contained elsewhere in this Official Statement, is a brief

description of the 2016-A Authorizing Ordinance. Such description does not purport to be comprehensive or

definitive; all references herein to the 2016-A Authorizing Ordinance are qualified in their entirety by reference

to such document, copies of which are available at the office of the City Clerk of the City; and all references to

the Series 2016-A Warrants are qualified in their entirety by reference to the definitive forms thereof and the

information with respect thereto included in the 2016-A Authorizing Ordinance.

Definitions

The following are definitions of certain terms used in this portion of the Official Statement. In

addition, the definition of terms defined in other portions of this Official Statement is also applicable.

“Government Obligations” means direct general obligations of the United States of America or

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obligations the payment of which is unconditionally guaranteed by the United States of America.

“Paying Agent” means The Bank of New York Mellon Trust Company, N.A. with a designated

corporate trust office in Birmingham, Alabama, the bank designated as depository for the Series 2016-A

Warrant Fund, and paying agent and registrar of the Series 2016-A Warrants and, subject to the provisions of

the 2016-A Authorizing Ordinance, any successor bank thereto designated by the City.

Series 2016-A Warrant Fund

For the purpose of providing for the payment of the Series 2016-A Warrants, the City has created a

special fund for the Series 2016-A Warrants (the “Series 2016-A Warrant Fund”), which shall be held in trust

by the Paying Agent and shall be continued until the Series 2016-A Warrants shall have been paid in full or

provision for such payment duly made as set forth hereinafter.

On or before the 25th day of each month preceding each interest payment on the Series 2016-A

Warrants, the City shall deposit an amount equal to the interest coming due on the Series 2016-A Warrants on

the next ensuing interest payment date(s).

On or before the 25th day of each month preceding each principal payment date on the Series 2016-A

Warrants, the City shall deposit an amount equal to the principal maturing on the Series 2016-A Warrants on

the next ensuing principal payment date.

The moneys so paid into the Series 2016-A Warrant Fund shall be used solely for payment of the

principal of, premium, if any, and interest on the Series 2016-A Warrants as the same mature and come due.

All amounts deposited in the Series 2016-A Warrant Fund shall be applied to the payment of principal of and

interest on the applicable Series 2016-A Warrants within thirteen (13) months from the date of such deposit,

and all amounts received from the investment of moneys in said Fund shall be applied to the payment of

principal of and interest on the Series 2016-A Warrants within twelve (12) months from the date of receipt of

such investment income.

Investment of and Security for Series 2016-A Warrant Fund

The City may cause any money on deposit in the Series 2016-A Warrant Fund, not then needed for the

payment of principal of, premium, if any, or interest on the Series 2016-A Warrants to be invested or

reinvested by the Paying Agent, to the extent then permitted by law as a proper investment of funds of the City,

in Qualified Investments. All such investments must mature or be subject to redemption at the option of the

holder on or prior to the respective date or dates when cash funds will be required. All income and all profits

realized on the investment of moneys in the Series 2016-A Warrant Fund shall be and remain a part of such

Fund, and any losses resulting from liquidation of such investments shall be charged to the Series 2016-A

Warrant Fund.

The Paying Agent shall at all times keep the moneys on deposit with it in said Fund continuously

secured for the benefit of the City and the registered owners of the Series 2016-A Warrants either (a) by

holding on deposit as collateral security Government Obligations having a market value (exclusive of accrued

interest) not less than the amount of moneys on deposit in said Fund or (b) if the furnishing of security in the

manner provided in the foregoing clause (a) is not permitted by the then applicable laws and regulations, then

in such manner as may be required or permitted by the applicable State and Federal laws and regulations

respecting the security for or granting a preference in the case of the deposit of public trust funds; provided,

however, that it shall not be necessary for the Paying Agent so to secure any portion of the moneys on deposit

in such Fund that may be insured by the Federal Deposit Insurance Corporation or by any agency of the United

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States of America that may succeed to its functions or any portion of the moneys on deposit that may be

invested as provided above.

Provision for Payment of Series 2016-A Warrants

The Series 2016-A Warrants shall be deemed fully paid if the City shall have filed with the Paying

Agent a fully executed copy of an irrevocable trust agreement between the City and a banking institution with a

designated office in the State of Alabama making provision for the retirement of the applicable Series 2016-A

Warrants then outstanding, which trust agreement shall create a trust fund which shall consist of (a)

Government Obligations which, if the principal thereof and the interest thereon are paid at their respective

maturities, or upon redemption dates, will produce funds sufficient so to provide for payment and retirement of

the outstanding applicable Series 2016-A Warrants; (b) both cash and Government Obligations, which together

will produce funds sufficient for such purpose; or (c) cash sufficient for such purpose.

2016-A Authorizing Ordinance is a Contract

The terms, conditions and provisions set forth in the 2016-A Authorizing Ordinance shall constitute a

contract between the registered owners from time to time of the Series 2016-A Warrants and the City, and shall

remain in effect until the principal of, premium, if any, and interest on the applicable Series 2016-A Warrants

shall have been paid in full, or until payment shall have been provided as set forth in the paragraph entitled

“Provision for Payment of Series 2016-A Warrants.”

AD VALOREM TAXATION

A substantial portion of the City’s taxes are based on ad valorem tax receipts. The following is a

general description of the ad valorem tax system in the State of Alabama, Madison County and the City of

Madison.

General

The Constitution of Alabama of 1901 provides for the levy and collection of ad valorem taxes in

Alabama by establishing the ratios at which property may be assessed, the millage rates that may be levied on

property and the amount of ad valorem taxes that may be collected in any year. During the 1970s two

amendments to the Constitution of Alabama of 1901 substantially changed ad valorem taxation in Alabama.

Because of future changes that could be made by the Alabama Legislature or pursuant to constitutional

amendment, future collections of ad valorem taxes in the City of Madison cannot be predicted with certainty.

Amendment No. 373 to the Constitution of Alabama of 1901, the second of the two amendments referred to

above, sets forth the assessment ratios, millage rates and the maximum amount of taxes collectable in any year

currently in effect.

The 1978 Tax Amendment

Amendment No. 373 to the Constitution of Alabama of 1901 (approved at a statewide election on

November 7, 1978; the “1978 Tax Amendment”) provides that all taxable property in Alabama be classified

and assessed in the following classifications and at the following ratios of assessed value and fair and

reasonable market value (or, with respect to certain Class III property, at current use value) for purposes of

State of Alabama and local taxation:

Class I Property of utilities used in their business 30%

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Class II Property not otherwise classified (generally,

business or commercial property) 20%

Class III Agricultural; forest; single-family, owner-occupied

residential property; and historic buildings and sites 10%

Class IV Private passenger automobiles and small trucks

(pickups) for personal use and not for hire, rent or compensation 15%

As a result of federal regulations, railroads are now assessed at 15% of the fair and reasonable market

value of their property and as a result of litigation certain other utilities are now assessed at 22.5% of the fair

and reasonable value of their property.

The 1978 Amendment provides that Class III property shall, upon application by the owner of such

property, be assessed “at the ratio of assessed value to the current use value” of such property and not the fair

and reasonable market value of such property. Act No. 82-302 adopted at the 1982 Regular Session of the

Alabama Legislature, implementing the 1978 Tax Amendment, defined “current use value” as the value of

such property based on the use being made of it on October 1 of the preceding year, without considering the

prospective value such property might have if it were put to some other possible use.” Act No. 82-302

established a standard valuation formula for uniform use statewide by which the current use value of Class III

properties could be ascertained and thereby provided for a different method of determining current use values

than that used by tax assessors pursuant to directives issued by the State Department of Revenue prior to the

passage of Act No. 82-302. The impact of Act No. 82-302 was and will continue to be negative and adverse.

The 1978 Tax Amendment further provides that in the event the use of property qualifying for current

use valuation changes, additional taxes for the three prior fiscal years will be collected equal to the difference

between taxes paid on the current use valuation basis and taxes due on the fair and reasonable market value

basis.

Variation of Assessment Ratios

The 1978 Tax Amendment provides that the governing body of any local taxing authority (but not the

State of Alabama) may adjust (by increasing or decreasing) the ratio of assessed value of any class of taxable

property to a fair and reasonable market value or current use value provided that (1) said adjustment shall have

been proposed by the governing body of the taxing authority after a public hearing on such proposal, (2)

thereafter approved by an act of the Legislature and (3) subsequently approved by majority vote of the

qualified electors residing in the taxing authority; provided, however, that the adjusted assessment ratio

applicable to each class of taxable property must be uniform within each local taxing authority, that no

decrease in any assessment ratio may jeopardize the payment of any bonded indebtedness secured by any tax

levied by the taxing authority decreasing said assessment ratio, and that no class of taxable property shall have

an assessment ratio of less than 5% nor more than 35%. The State Legislature has no authority with respect to

the adjustment of assessment ratios pertaining to local taxes except to approve or disapprove an adjustment

proposed by a local taxing authority. The governing body of the City has not sought to make any adjustment in

the assessment ratio applicable to any class of taxable property in the City.

The Legislature has provided that no local taxing authority may adjust the assessment ratios of any

class of taxable property except as follows:

(1) If the total assessed valuation of all property in one class exceeds 50% of the assessed valuation of

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all taxable property within the taxing authority, the assessment ratio with respect to that class of taxable

property may be decreased up to a maximum of 5% differential from the standard ratio of such class set forth

above; (2) if the total assessed valuation of all property in one class is less than 20% of the assessed valuation

of all taxable property within the taxing authority, the assessment ratio with respect to that class of taxable

property may be increased up to a maximum of 5% differential from the standard ratio for such class set forth

above; or (3) if the total assessed valuation of all property in one class constitutes more than 75% of the

assessed valuation of all taxable property in the taxing authority, the assessment ratio with respect to that class

of taxable property may be decreased up to a maximum of 5% differential, and the ratio of properties in other

classes of taxable property may be increased up to a maximum of 5% differential.

Millage Rate Adjustments

The 1978 Tax Amendment provides that each local taxing authority may decrease any ad valorem tax

rate at any time, provided such decrease does not jeopardize the payment of any bonded indebtedness secured

by such tax.

The 1978 Tax Amendment provides that each local taxing authority may increase the rate at which any

ad valorem tax is levied by any such authority above the limit otherwise provided in the Constitution provided

that the proposed increase shall have been (1) proposed by the governing body of the taxing authority after a

public hearing on such proposal, (2) thereafter approved by an act of the Legislature, and (3) subsequently

approved by a majority vote of the qualified electors residing in the taxing authority.

Limitation on Ad Valorem Taxation

The 1978 Tax Amendment limits the total amount of ad valorem taxes payable to the State and to all

counties and municipalities and other taxing authorities, with respect to any item of taxable property, and in

any one ad valorem tax year, to the following respective percentages of the fair and reasonable market value of

such property:

Class I - 2.00%

Class II - 1.50%

Class III - 1.00%

Class IV - 1.25%

In the event the total ad valorem tax otherwise payable by any taxpayer with respect to any item of

taxable property exceeds the maximum tax limit set forth above, the county tax collector is required by the

1978 Tax Amendment to reduce the rate of each separate tax in proportion that the millage levied by or for the

benefit of each taxing authority bears to the total millage levied by or for the benefit of all taxing authorities.

Exemptions

The 1978 Tax Amendment exempts from all ad valorem taxation the real and personal property of the

State, all counties and municipalities and property devoted exclusively to religious, educational or charitable

purposes, household and kitchen furniture, all farm tractors, all farming implements when used exclusively in

connection with agricultural property and all stocks of goods, wares and merchandise.

Homestead Exemption

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Act No. 82-789 enacted at the 1982 Second Special Session of the State Legislature increased the State

ad valorem tax homestead exemption from $2,000 to $4,000 and provided that local taxing authorities are

permitted to increase the $2,000 homestead exemption against county taxes to not more than $4,000 of

assessed value for any year and to extend the homestead exemption to school district ad valorem taxes.

Ad Valorem Tax Assessment and Collection

Ad valorem taxes on taxable property except motor vehicles and public utility properties are assessed

and collected by the Tax Assessor of Madison County. Municipal ad valorem taxes become due and payable

on October 1 of each year in which they are assessed and become delinquent after the next succeeding

December 31.

Assessed Valuations

The total net assessed valuations of taxable property (including motor vehicles) in the City of Madison

located in Madison County (excluding that portion of the City in Limestone County) have been as follows for

the periods indicated.

Fiscal Year Ending

September 30 Amount 2015 $598,759,400

2014 551,740,000

2013 550,810,460

2012 559,250,520

2011 541,396,460

2010 527,379,120

2009 525,315,060

The 2015 net assessed value of the taxable property (including motor vehicles) of the City located in

Limestone County is $87,701,240.

Sources: License Director and Tax Assessor of Madison County and License and Revenue Commissioners of Limestone County.

Ad Valorem Taxes Levied in the City

The following ad valorem taxes are currently being levied on all taxable property in the City by the

following taxing authorities at the following rates (in mills):

State:

School 3.0 Mills Soldier Tax 1.0 Mills General Tax 2.5 Mills 6.5 Mills

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Madison County:

General 7.0 Mills Road & Bridge Tax 4.0 Mills County Wide School Tax 4.0 Mills County Wide School Tax 1.5 Mills Special Dist. 1 School Tax 4.0 Mills Special Dist. 1 School Tax 6.5 Mills 27.0 Mills

Madison City:

General Tax 7.0 Mills Water & Sewer 5.5 Mills [1] Library .5 Mills Special School Tax 11.0 Mills [2] 24.0 Mills

TOTAL 57.5 Mills

[1] Such 5.5 mill ad valorem tax was approved by the voters of the City of Madison at a referendum held

during May, 1989. First collections of such new ad valorem tax were received during November, 1989.

[2] Such ad valorem tax may only be used for public school purposes. Since 1998, the City has directed the

Tax Collector of Madison County and Limestone County to pay the proceeds of this tax directly to the

Board. The Board, through funding agreements with the City, has irrevocably pledged receipts from such

11-mill ad valorem tax to pay the debt service on the Series 2009 School Warrants, the Remaining Series

2008 School Warrants, the Series 2016-A Warrants, the Series 2011-B School Warrants and the Series

2011-A School Warrants.

[3] The referenced Madison County taxes are not collected in an approximately 2,200 acre portion of the City

located in Limestone County. Limestone County ad valorem taxes for schools are assessed at a rate 10½

mills lower than in Madison County. The Board sought and obtained approval of a constitutional

amendment which allowed the City to assess 10½ mills of school ad valorem tax in the portions of the City

located in Limestone County to equalize the rate of school taxes assessed in the Limestone County portion

of the City with the Madison County portion of the City. See discussion infra at “Local School Board

Revenues; Limestone County Ad Valorem School Tax”, page 37.

Source: Tax Assessor of Madison County

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Top 10 Ad Valorem Taxpayers

The top 10 ad valorem taxpayers in the City for fiscal year 2015 were as follows:

2015 2015

Assessed Taxes

Taxpayer Value Paid

Apartments Madison AL Associates LLC $4,719,480 $274,370

Carrington Property LLC* 4,491,380 261,105

CMF 7 Portfolio LLC* 4,277,940 248,101

Intergraph Unimproved Properties LLC* 3,567,740 208,145

Intergraph Corp.* 3,614,200 207,817

Intergraph Improved Properties LLC* 3,323,140 193,296

TIC Huntsville LLC 3,079,480 178,869

Grand Reserve at Madison LLC 2,816,500 163,661

Knology of Huntsville Inc. 2,736,060 157,369

Jetplex Associates LLC 2,312,200 136,455

* Part of the Intergraph family of companies

THE CITY

Geographic Information

The City of Madison is principally located in the western part of Madison County and is approximately

ten miles west of downtown Huntsville and approximately five miles east of Interstate Highway 65, which

connects Chicago and Mobile. The City is contiguous with Interstate Highway 565 which connects the City of

Huntsville with Interstate Highway 65. The City of Huntsville-Madison County International Airport is also

contiguous to the City. The City of Huntsville is the central economic base of the state’s third largest Standard

Metropolitan Statistical Area. The City of Madison has grown as a residential area, and as a center for business

and commercial activity, as employment in the Huntsville area has consistently increased during the last forty-

five years. See “Major Employers.” The Huntsville area has benefited from the location of the U.S. Army

Missile Development and Training Program and the Space Vehicle Center for N.A.S.A and several large high

technology corporations. The City was named one of the nation’s Top 100 small cities (under 50,000 residents)

in which to live in 2009 by CNN/Money Magazine. The City was ranked Number 49. The City was also

named by U.S. News and World Report as the second best place in the country to grow up as of 2009.

Population

The following table sets forth certain historical population statistics relating to the City and the County:

Census City of Madison Year Madison County 2010 42,938 334,811

2000 29,329 276,700

1990 14,904 238,912

1980 4,057 196,966

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Source: U.S. Bureau of the Census (cber.ua.edu/edata); 2010 figures from www.alalm.org with link to 2010

Census

Governmental Organization and Administration

The City is a municipal corporation incorporated under the Constitution and laws of the State of

Alabama. The City is governed by a City Council consisting of seven council members (the “City Council”)

elected for terms of four years. Members of the City Council serve part-time and are responsible for adopting

ordinances, resolutions and setting the policies of the City, including the appropriation of money. The Mayor,

who is not a member of the City Council, is elected for a four-year term and is the chief administrative officer

of the City. The Mayor is responsible for the day-to-day management of the City. The City Clerk/Treasurer is

appointed by the City Council and, among other duties, is charged, along with the City’s Finance Director,

with the planning and execution of the financial affairs of the City. The managers of the City’s several

departments are appointed by either the City Council or the Mayor and are responsible for the day-to-day

operations of their respective departments. The City’s governing body consists of the following members:

Name Occupation Term Expires

Troy Trulock Mayor November, 2016

Mayor

Tim Holcombe Marketing manager November, 2016

Council President Sundrop-7 Up Bottling Company

Tommy Overcash Senior systems engineer November, 2016

President Pro-Tempore

Ronica Ondocsin Engineer, retired November, 2016

Member

Steve Smith November, 2016

Member

D.J. Klein LMI, Defense Corporation November, 2016

Member Studies and Analysis Division

Mike Potter Retired; Former Lieutenant Colonel November, 2016

Member in Army and Engineering Fellow

with Raytheon Company

Gerald Clark Landscape Architect November, 2016

Member

Melanie Williard City Clerk/Treasurer At Pleasure of Council

Roger D. Bellomy, CPA Finance Director

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Personnel

The City provides, among other things, police protection, fire protection, and park and recreational

facilities. The City employed approximately 337 persons in its several departments as of March 1, 2016 as

follows: legal 2, city clerk 5; city court 6; finance 12; mayor 4; human resources 4; revenue 4; recreation 40;

police 107; fire 70; public works 58; planning and building 18; and engineering 7. The benefits and

compensation for all employees in the City’s several departments are established by the City Council.

No employees of the City are represented by labor unions or similar employee organizations. The City

does not bargain collectively with any labor union or employee organization. The City has enjoyed good

relations with all City employees and the City believes that good relations will continue.

Pension Plan

The City is a participant in the Employees’ Retirement System of Alabama which was created in 1945

pursuant to an act of the Alabama Legislature. The Employees’ Retirement System is administered on behalf

of the State of Alabama and certain local governmental units in Alabama by Retirement Systems of Alabama,

an agency of the State of Alabama. More than 40,000 employees of the State of Alabama and certain local

governmental units in Alabama are active members of the Employees’ Retirement System. The plan covers

substantially all salaried employees of the City.

Contributions by the City are made on the basis of certain actuarial calculations of amounts which,

together with the employees’ contributions, are projected to provide at the time of retirement the benefits

contemplated by the retirement program. The independent actuary employed by Retirement Systems of

Alabama calculates total employer contributions to liquidate any unfunded accrued liability over a period of

not more than 30 years. The next actuarial evaluation of the accrued liability respecting the City will be

prepared on the basis of revised actuarial assumptions. See Note 5 (F), Pages 82-88 of the Financial Statement

attached hereto as Appendix B.

The schedule of funding progress is presented on page 95 of the aforesaid Financial Statement. The

Funded Ratio (Actuarial Value of Assets divided by Actuarial Accrued Liability) was 75.2% as of September

30, 2007 and was 76.4% as of September 30, 2013. The assumptions related to such calculations are shown on

page 83 of the Financial Statement attached hereto as Appendix B.

The Employees’ Retirement System does not undertake to fund the retirement plans of participating

local governmental units. The Employees’ Retirement System acts only in an administrative capacity, and then

only upon the election of the local governmental units. The statute permitting such election provides that “The

retirement system shall not be liable for the payment of any pension or benefits on account of the employees or

pensioners of any employers under this section, for which reserves have not been previously created from funds

contributed by such employer or its employees for such benefit.” The statute further provides that the

agreement of the City to contribute to the Employees’ Retirement System on account of its employees is

irrevocable, but should it become financially unable to make the normal contribution, administrative charge

and accrued liability contribution, the City would be deemed to be in default under the Employees’ Retirement

System.

In the event any participating local government elects to withdraw from the Employees’ Retirement

System by mutual agreement with employees, the statute provides that the rights and privileges of existing

beneficiaries shall not, as a result of such withdrawal, be diminished or impaired. Upon any such withdrawal,

the statute requires the actuary to certify to the local government the actuarial determination of the reserves

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necessary to provide existing benefits and provides that the local government shall agree to appropriate such

amounts as may be necessary to maintain existing benefits.

Other Postemployment Benefits

Postemployment Benefits Other Than Pensions (OPEB) are described in Note 5(G), page 89-91 of the

Financial Statement attached hereto as Appendix B. As of September 30, 2012, the most recent actuarial

valuation date, the City’s OPEB plan was 100% unfunded. The City currently pays OPEB on a pay-as-you-go

basis. The City’s funding policy is to not fund the Annual Required Contribution except to the extent of

current year’s retiree costs. As of September 30, 2013, the actuarial accrued liability was $512,337 as shown

on page 90 of the attached financial statement.

General Financial Information

The City operates on a fiscal year basis beginning October 1 and ending September 30. The City

prepares a detailed budget for each fiscal year that is approved by the City Council and all departments are

required by City policy to operate within their respective budgets. There is no constitutional requirement that

the budget be balanced each year, but the City has, as a matter of policy, required a balanced budget. The

General Fund finances substantially all current operations.

Summary of General Fund Revenues and Expenditures

On the following page is a summary of the City’s revenues and expenditures from the General Fund

for the past five fiscal years. A summary of the City’s revenues and expenditures from its governmental funds

for the past ten fiscal years may be found beginning on page 136 of the attached financial statement, and as

shown on Appendix C attached hereto and incorporated herein by reference. Table I which follows shows

Revenues, Expenditures and Changes in the General Fund. Bond Counsel has not been employed to render

any legal opinion with respect to any specific tax revenues received by the City and no specific tax has been

pledged to the payment of the Series 2016-A Warrants. As described herein on page 6, the City’s sales and use

tax is presently levied at 3.50%. However, only the first 2.00% is allocated to the General Fund. The next

0.50% (2.00% to 2.50%) is allocated to debt service payments on existing debt; the next 0.50% (2.50% to

3.00%) is allocated to the Madison City School Board for the construction of the second high school; and, in

October, 2013, the City allocated the next 0.50% (3.00% to 3.50%) to pay for capital replacement,

infrastructure repair and to establish a stream of revenue for future debt service payments on future warrant

issues, including the new money portion of the Series 2015-A Warrants. Consequently, only 2.00% of the

City’s 3.50% sales and use tax proceeds are reflected in the following chart.

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TABLE I [2] – Statement of Revenues, Expenditures & Changes in General Fund Balances 2014 2013 2012 2011 2010 REVENUES Taxes: Property and payment in lieu of taxes $4,569,641 $4,330,105 $4,280,627 $4,104,942 $4,045,566 Sales and use 10,182,999 10,063,464 10,579,366 9,728,312 9,834,179 Franchise 1,045,339 1,067,279 1,023,386 395,607 347,142 Alcoholic beverage 886,338 879,765 911,979 867,085 826,942 Rental 365,254 396,700 426,918 405,911 424,872 Lodging 1,054,882 980,422 1,030,577 1,115,104 969,411 Other 211,523 186,199 217,880 190,933 216,899 Licenses and permits 4,279,480 4,520,995 4,179,684 4,668,479 4,351,845 Intergovernmental 163,930 212,246 262,631 846,944 509,782 Charges for services 1,328,685 1,303,553 1,278,808 1,141,860 1,133,569 Fines 1,122,254 1,004,374 887,926 708,104 690,945 Investment earnings 47,580 67,668 148,878 51,807 71,875 Contributions and donations 77,832 36,101 51,571 145,712 15,965 Other 950,570 892,098 866,076 758,691 1,036,321 TOTAL REVENUES 26,286,307 25,902,926 26,116,089 25,150,498 24,456,352 EXPENDITURES AND OTHER DEDUCTIONS Current: General Administration 950,051 996,569 1,080,625 1,058,560 965,683 Police 6,151,718 5,940,514 6,299,999 6,421,952 5,979,737 Public Works 3,341,482 3,173,121 3,278,855 3,429,556 3,260,652 City Clerk 771,843 723,982 763,234 704,585 718,119 Recreation 2,274,297 2,171,741 2,300,011 2,204,272 2,246,690 Fire 4,819,722 4,593,608 4,761,015 4,667,173 4,647,988 Planning 370,761 312,920 329,111 405,786 293,654 Planning, Engineering and Building -- -- -- -- -- Court 1,335,136 1,285,737 1,148,270 947,780 937,885 City Council 201,915 136,944 140,391 136,436 124,375 Finance 488,629 509,955 647,596 653,632 633,046 Human Resources 3,210,997 3,669,399 3,649,337 3,811,510 3,729,630 Mayor’s Office 257,388 296,282 323,618 300,596 352,846 Revenue 438,698 363,233 315,197 280,049 288,707 Engineering 731,580 513,509 494,302 515,095 453,436 Senior Center 233,302 252,280 271,212 292,077 308,842 Information Technology 347,161 340,237 349,555 367,196 294,394 Legal 256,593 242,694 247,741 243,754 322,919 Building 729,103 746,866 850,979 824,896 797,627 Debt Service: Principal 410,922 610,985 380,081 507,835 490,202 Interest 27,557 34,398 45,454 66,729 68,543 Capital outlay 1,215,304 2,410,402 1,027,537 1,388,437 1,597,222 TOTAL EXPENDITURES 28,564,159 29,325,496 28,704,120 29,227,906 28,512,197 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (2,277,852) (3,422,496) (2,588,031) (4,077,408) (4,055,845) OTHER FINANCING SOURCES (USES) Transfers from other funds 3,176,343 3,911,868 2,722,162 2,768,548 3,025,918 Transfers to other funds (550,400) (270,053) (254,205) (274,056) (263,698) Sales of capital assets 96,213 218,559 390,819 2,012 33,323 Proceeds from Note payable -- 399,550 -- -- -- Capital leases 254,573 137,574 -- -- 747,594 TOTAL OTHER FINANCING SOURCES (USES) 2,976,729 4,397,498 2,858,776 2,496,504 3,543,137 Net Change in fund balances 698,877 974,928 (270,745) (1,580,904) (512,708) FUND BALANCE AT BEGINNING OF YEAR 6,291,166 5,316,238 5,045,493[1] 6,530,802 7,043,510 FUND BALANCE AT END OF YEAR 6,990,043 6,291,166 $5,316,238 $4,949,898[1]$6,530,802

[1] The difference in the Fund Balances between the 2011 and 2012 fiscal years resulted from GASB 54. The City had two funds classified as “Special Revenue Fund.” The two funds did not meet the requirements under GASB 54 so the funds were closed and moved back into the General Fund. The difference is the fund balances of the two closed funds, as of September 30, 2011.

[2] Pages 136 and 137 of the Comprehensive Annual Financial Report attached hereto as Appendix C shows the Revenues,

Expenditures and Changes in Total Governmental Funds.

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Debt Information

The City’s long term warrant indebtedness outstanding after the issuance of the Series 2016-A

Warrants will be as follows:

Amount

Outstanding

(a) General Obligation Warrants, Series 2006-A,

dated December 1, 2006 (maturing December 1, 2016-2036) $24,410,000

(b) General Obligation School Warrants, Series 2008,

dated May 1, 2008 (maturing September 1, 2016-2019) $840,000 [1]

(c) General Obligation School Warrants, Series 2009,

dated August 1, 2009 (maturing February 1, 2017-2039) $50,410,000 [1]

(d) General Obligation Taxable Warrants, Series 2011,

Dated March 1, 2011 (maturing March 1, 2017-2022) $4,715,000

(e) General Obligation School Warrants, Series 2011-A,

Dated August 1, 2011 (maturing November 1, 2016-2026) $5,050,000 [1]

(f) General Obligation School Warrants, Series 2011-B,

dated December 1, 2011 (maturing February 1, 2017-2032) $15,870,000 [1]

(g) General Obligation Warrants, Series 2013

dated May 1, 2013 (maturing April 1, 2017-2037) $26,985,000

(h) General Obligation Warrants, Series 2015-A

dated May 1, 2015 (maturing April 1, 2016-2037) $23,790,000

(i) General Obligation Warrants, Series 2015-B

dated May 1, 2015 (maturing December 1, 2023-2036) $12,255,000

(j) General Obligation School Warrants, Series 2016-A

dated March 31, 2016 (maturing March 1, 2020-2028) $9,535,000 [1]

TOTAL $173,860,000 [2]

[1] Exempt School Debt, which does not count against the City’s Section 225 Debt Limit. The aggregate

amount of said Exempt School Debt is $81,705,000.

[2] Does not include compensated absences of $921,213 and other post-employment benefits of $265,550 as

of September 30, 2014.

The City also has certain other short-term obligations in an aggregate amount not exceeding $500,000

and certain capital leases, notes and deferred amounts of approximately $2,500,000. The above schedule does

not include the City’s obligation under the New High School Funding Agreement executed in connection with

the Board’s $36,000,000 Series 2010 QSCB Warrant. See “Description of Second Earmark; Construction of

New High School.”

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Constitutional Debt Limitation

Section 225 of the Constitution of Alabama, as amended, provides that cities having a population of

six thousand or more may not become indebted in an amount in excess of twenty percent (20%) of the assessed

value of the property situated therein. The total net assessed value of the property in the City (including motor

vehicles) located in Madison County as assessed for City taxation for the tax year which ended September 30,

2015, is not less than $598,759,400. The total net assessed value of the property in the City located in

Limestone County, including motor vehicles, was $87,701,240 as of September 30, 2015.

Section 225 of the Constitution of Alabama, as amended, excepts from the debt limit several categories

of indebtedness, including: (i) temporary loans, to be paid in one year, made in anticipation of the collection of

taxes and not exceeding one-fourth of the general revenues; (ii) bonds or other obligations already issued, or

which may hereafter be issued, for the purpose of acquiring, providing or constructing school houses,

waterworks and sewers; and (iii) obligations incurred and bonds issued for street or sidewalk improvements,

where the costs of the same, in whole or in part, is to be assessed against the property abutting said

improvements. Further, under existing law, the amount of any indebtedness chargeable against the

constitutional debt limit is reduced by the amount of any escrow or sinking fund held for the payment of such

indebtedness. Certain other obligations, including those issued under Section 94.01 of the Alabama

Constitution of 1901, as described below, are also excludable from the Section 225 constitutional debt

limitation. The Taxable Warrants in the original principal amount of $7,300,000 in 2011 were issued under

Section 94.01 and as such do not count against the 20% debt limitation of Section 225, as amended. Section

94.01 provides that for obligations issued pursuant to its provisions, such obligations may be issued in an

amount equal to fifty percent of the assessed value of taxable property and do not count against the Section 225

limitation of 20%.

Excluding obligations which are not chargeable to the constitutional debt limit because refunding

escrows have been established for their payment, the outstanding long and short term debt of the City, after

issuance of the Series 2016-A Warrants, will be approximately $173,860,000 (the “Total Gross Debt”).

Of this amount, $81,705,000 (the “Exempt School Debt”), consisting of the Series 2016-A Warrants,

the Series 2011-B School Warrants, the Series 2011-A School Warrants, the Series 2009 School Warrants and

the Remaining Series 2008 School Warrants, was incurred for exempt purposes and is not, therefore,

chargeable against the City’s Section 225 debt limit. The High School Funding Agreement related to the

Board’s Series 2010 QSCB Warrant is also exempt from the Section 225 debt limit.

The $92,115,000 of the Total Gross Debt remaining after deducting the Exempt School Debt (the

“Section 225 Chargeable Debt”), consisting of the Series 2015-A Warrants, the Series 2015-B Warrants, the

Series 2013 Warrants and the Series 2006-A Warrants, is chargeable against the City’s Section 225 Debt Limit.

The City can incur $27,596,880 of additional indebtedness chargeable against its Section 225 Debt Limit. The

Section 225 Chargeable Debt does not include compensated absences, post-employment benefits, capital leases

and other miscellaneous short-term obligations.

The $4,715,000 of the Total Gross Debt remaining after deducting the Exempt School Debt and the

Section 225 Chargeable Debt, consisting of the Taxable Warrants (the “Section 94.01 Debt”) issued under

Section 94.01, has its own debt limit equal to 50% of the City’s Net Assessed Value. The City can incur

$294,664,700 of additional debt against its Section 94.01 Debt Limit

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Future borrowing by the City for the purpose of acquiring, providing or constructing school houses,

waterworks and sewers will not reduce the Section 225 Debt Margin. The constitutional debt capacity of the

City will increase or decrease with any increase or decrease in the assessed value of taxable property in the

City. The above discussion and the calculations include certain short-term debt of the City which does not

exceed $500,000 in the aggregate and certain capital leases of approximately $2,500,000.

Financial Summary

Net Assessed Valuation of City as of October 1, 2015 $598,759,400 [1]

Section 225 Debt Limit (20% of Assessed Value) $119,751,880 [1]

Total Gross Debt $173,860,000 [2]

Exempt School Debt $81,705,000

Section 225 Chargeable Debt $92,155,000

Section 225 Debt Margin $27,596,880

Section 94.01 Debt Limit (50% of Assessed Value) $299,379,700

Section 94.01 Debt $4,715,000

Section 94.01 Debt Margin $294,664,700

2010 Population of City 42,938

Total Gross Debt Per Capita $4,049

[1] Does not include that portion of the City located in Limestone County. The net assessed value of such

portion as of September 30, 2015 was $87,701,240, and would increase the City’s Section 225 Debt Limit

by $17,540,248.

[2] Includes the Exempt School Debt, the Section 225 Chargeable Debt and the Section 94.01 Debt. Does not

include compensated absences of $921,213 and other post-employment benefits of $265,550 as of

September 30, 2014.

Primary Sources of Revenues

The City levies the following taxes:

Sales Tax

The City assumed responsibility for collecting its Sales Tax from the Alabama Department of Revenue

in 1990. The City presently levies the Sales Tax within its corporate limits at the general rate, effective

October 1, 2013, of 3.50% on the gross receipts of all persons selling tangible personal property or conducting

places of amusement in the City or on the sales price of stored, used or tangible personalty; however, certain

transactions within the City’s corporate limits are taxed at lower rates. The ordinance levying the Sales Tax

incorporates by reference exemptions and regulations under the Statewide sales and use tax statutes. Even

though the general rate is 3.50%, only the first 2.00% is allocated to the General Fund and is reflected in the

collections below. In November, 1989, the City allocated the next 0.50% (the 2.00% to 2.50% increase) to

debt service payments on existing debt (the “First Earmark”). In February, 2010, the City allocated the next

0.50% (the 2.50% to 3.00% increase) to the Madison City School Board for construction of the new second

high school (the “Second Earmark”). In October, 2013, the City allocated the next 0.50% (the 3.00% to 3.50%

increase) to pay for capital replacement, infrastructure repair and to establish a stream of revenue for future

debt service payments on future warrant issues, including a portion of the Series 2015-A Warrants (the “Third

Earmark”). The amount of Sales Tax has been as follows for the past fiscal years ending September 30:

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Fiscal Year Collection [1]

2014-15 (unaudited) $10,707,460

2013-14 10,182,999

2012-13 10,063,464

2011-12 10,579,366

2010-11 9,728,312

2009-10 9,834,179

2008-09 9,778,895

2007-08 9,937,109 [1] As described above, these figures represent only the first 2.00% of the total 3.50% Sales Tax collections.

The Earmarks described above have already been deducted from these amounts.

Source: The City

Business License Taxes

The City levies, under general authority granted by the Legislature, a business license tax on the

privilege of engaging in certain businesses and professions within the corporate limits of the City. Businesses

and professions are taxed based on a percentage of gross sales or revenues for the preceding year. There are

certain limitations with respect to the rate at which certain businesses located within the corporate limits of the

City, including banks and insurance companies, are taxed. The business license tax is collected by the City’s

License Department. Collections of the City’s Business License Tax have been as follows for prior fiscal years

ending September 30:

Fiscal Year Collection

2014-15 (unaudited) $2,741,978

2013-14 2,592,054

2012-13 2,668,245

2011-12 2,378,316 [1]

2010-11 2,835,035

2009-10 2,753,537

2008-09 2,794,096

2007-08 2,748,771

[1] The decline resulted from a reclassification of revenues received from a private company. The revenues

were reclassified as franchise fees instead of business license taxes.

Source: The City

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Liquor, Beer and Wine Tax

The City levies a local liquor tax and receives other alcoholic beverage tax proceeds from the State of

Alabama, all such receipts having been as follows for past fiscal years ending September 30:


2014-15 (unaudited) $624,354

2013-14 886,338

2012-13 879,765

2011-12 911,979

2010-11 867,085

2009-10 826,942

2008-09 855,690

2007-08 839,850

Source: The City

Seven Mill General Fund Property Tax

Property taxes are generally collected and received by April 1 of each fiscal year. Collections of the

City’s Seven Mill General Fund property tax in the City have been as follows for past fiscal years ending

September 30:


2014-15 (unaudited) $4,479,937

2013-14 4,559,807

2012-13 4,330,105

2011-12 4,280,627

2010-11 4,104,942

2009-10 3,811,404

2008-09 3,946,785

2007-08 3,914,228 Source: The City

[1] Does not include 5.5 mill ad valorem tax approved by the voters of the City of Madison at a referendum

held during May, 1989. Such 5.5 mill ad valorem tax is being applied to retire certain indebtedness

incurred for water and sewer improvements and other indebtedness of the City. Such 5.5 mill ad valorem

tax produced $3,241,763 in 2012-13; $3,196,774 in 2011-12; $3,080,203 in 2010-11; $2,993,537 in 2009-

10; $2,962,154 in 2008-09 and $2,946,396 in 2007-08.

Eleven Mill School Property Tax

The City is presently levying an eleven-mill ad valorem property tax for public school purposes. Such

ad valorem tax is levied pursuant to Section 216 of the Alabama Constitution of 1901 and Amendment No.

373 to said Constitution and pursuant to authorization of the Alabama Legislature provided by Act No. 93-548,

approved by the voters of the City in a referendum held September 28, 1993 and Resolution No. 93-144R duly

adopted by the City Council on October 12, 1993. The proceeds of such 11-mill ad valorem tax may only be

used for public school purposes. The City anticipates that a portion of such proceeds will be used to pay a

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portion of the debt service on the Series 2016-A Warrants, the Series 2011-B School Warrants, the Series

2011-A School Warrants, the Series 2009 School Warrants and the Remaining Series 2008 Warrants.

Collections of such 11-mill ad valorem tax have been as follows for the periods indicated:


2014-15 (unaudited) $6,949,917

2013-14 6,826,367

2012-13 6,504,145

2011-12 6,307,457

2010-11 6,195,189

2009-10 6,020,154

2008-09 5,836,923

2007-08 5,266,925

Other Municipal Taxes

In order to increase municipal revenues during 1995, the City increased the following three taxes and

levied a new cigarette tax. The tax increases were as follows:

(a) Increase of City Gasoline Tax. Pursuant to Ordinance No. 95-67, the City Council imposed,

effective May 1, 1995, an additional privilege license tax on every distributor or seller of gasoline or motor

fuel. Such additional tax is equal to two cents for each gallon of gasoline or motor fuel sold or delivered within

the corporate limits of the City.

(b) Cigarette Tax. Pursuant to Ordinance No. 95-35, the City Council imposed, effective July 1,

1995, a privilege license tax on every person, firm, corporation, club or association who or which sells, stores

or delivers cigarettes in the corporate limits of the City. Such tax was equal to five cents for each individual

package in which cigarettes are customarily sold at retail. Such tax has been increased to $0.10 per individual

package.

(c) Increase of Lodging Tax. Pursuant to Ordinance No. 95-36, the City Council increased,

effective May 1, 1995, privilege license tax on persons providing lodging for transients from three percent

(3%) to five percent (5%). Such tax has been increased to 6% plus $1 per room per night.

Limitation on Rate of Tax

Under applicable judicial precedents, no tax levied in the City may be levied at rates that are

confiscatory or “unreasonable.”

State and Federal Funding

The City receives from the State of Alabama a portion of certain taxes and other moneys levied and

collected by the State. Although such moneys have been made available to the City by the State, the continued

availability of such moneys is dependent upon the ability and willingness of said governmental entity to

continue to provide such moneys. Additionally, the City received federal revenue sharing and other funds from

the Federal government in past years. Federal revenue sharing programs have been terminated.

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Income Levels

There are three basic methods of measuring annual income: per capita income, which is the total

income of all families and individuals in a given area divided by the total population of the area; mean family

income, which is the total income of all families in a given area divided by the total number of families in the

area; and median family income above and below which there are an equal number of family incomes.

The following table presents general information regarding comparative income levels in the City of

Madison and the State of Alabama:

Per Capita

City of State of

Year Madison Alabama

2009 $35,496 $22,732

1999 27,821 $18,189

1989 19,743 11,486

1979 7,630 5,894

Source: U.S. Bureau of the Census, 1980, 1990, 2000; 2009 figures from www.factfinder.census.gov

Median Family Income

City of State of


2009 $100,650 $51,989

1999 74,532 41,657

1989 51,839 28,688

Source: U.S. Bureau of the Census, 1990 and 2000; 2009 figures from www.factfinder.census.gov

Poverty Level

City of State of


2009 4.8% 16.8%

1999 5.8 16.1

1989 4.2 18.3

Source: U.S. Bureau of the Census, 1990 and 2000; 2009 figures from www.factfinder.census.gov

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Housing

The median value of owner occupied homes in the City and State has been as follows:

City of State of


2009 $209,700 $111,900

1999 141,300 85,100

1989 96,400 55,700

Source: U.S. Bureau of the Census, 1990, 2000; 2009 figures from www.factfinder.census.gov

Major Employers – City of Madison

The following table sets forth the major employers located in the City ‘s corporate limits:

Approximate Industry Product Employment Intergraph Corporation Computer sales 1,325 Madison City Schools Education 976 Wal-Mart Super Center Consumer Retail 430 City of Madison City Government 325 Kroger Company Grocery store 170 Lowe’s Home Improvement Warehouse Home improvement 160 Cracker Barrel Restaurant 120 Valleyview Nursing Home Nursing home 120 Packaging Materials Containers 115 Ruby Tuesday’s Restaurant 110 Holiday Inn Hotel 90 Halsey Grocery Company Wholesale food 90 Madison Manor Nursing home 86 Excellance Corporation Ambulances 75 Nextel Electronic equipment 74 Applebee’s Restaurant 60 Water and Wastewater Board Water and sewer services 48 SEA Wire & Cable Corporation Computer cable 45 Label-Aid Corporation Labels 40

Source: City of Madison

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Major Employers – City of Huntsville/Madison County

A number of residents work in Huntsville and Madison County. The following table sets forth major

employers located in Huntsville and Madison County:

Employees Approximate Industry Employment U.S. Army/Redstone Arsenal 31,500 NASA/Marshall Space Flight Center 6,500 Huntsville Hospital System 6,341 Huntsville City Schools 3,000 The Boeing Company 2,600 Madison County Schools 2,389 SAIC 2,277 City of Huntsville 2,206 Camber Corporation 2,125 University of Alabama-Huntsville 1,660 ADTRAN, Inc. 1,549 CINRAM, Inc. 1,450 Qualitest Pharmaceuticals 1,350 Intergraph Corporation 1,325 Madison County Commission 1,242 Alabama A&M University 1,207 Northrop Grumman Corporation 1,200 Verizon Wireless 1,200 Toyota Motor Manufacturing Alabama, Inc. 1,150 Wyle CAS Group 1,085 Lockheed Martin Corporation 1,084 Dynetics, Inc. 982 Madison City Schools 976 Crestwood Medical Center 920 Teledyne Brown Engineering 794 DirecTV 750 PPG Aerospace 750

Source: Chamber of Commerce of Huntsville/Madison County website, www.huntsvillealabamausa.com, last

updated August, 2015, accessed December 8, 2015

Town Madison Development

On August 12, 2014, ground was broken on a projected 700 acre development along Interstate 565 and

Zierdt Road in the City. It is proposed that such development will include 900,000 square feet of retail space,

450,000 square feet of office space, 445 hotel rooms and 668 apartments. The development is part of a project

proposed by the Town Madison Cooperative District, an Alabama public corporation formed by the City of

Madison and the Madison County Commission. Pursuant to an agreement, the developer of the project will

finance approximately twenty two million dollars of initial road improvements to the site and will be allowed to

recoup such investment plus a 10% return by means of sales taxes generated by new stores in the development.

The City can give no assurance as to whether the proposed project will ever be completed as proposed or will

be successful.

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Proposed Economic Development Project

The City is presently negotiating with a private developer for the construction of a recreational facility

within the City. Though the final structure of the financing has not been determined, the City expects to be

obligated to pay at least a portion of the estimated $20,000,000 project cost.

Utilities

The Water and Wastewater Board of the City of Madison, a public corporation (the “Board”), owns

and operates its own water and sewer system. The City and the Board have undertaken significant capital

improvements during the past ten years.

Education

The County Board of Education of Madison County historically provided public school facilities for

the City’s students. The City created its own City School Board which began to operate the schools in the City

beginning with fiscal year 1998-99. There are presently located in the City seven elementary schools, two

middle schools, two high schools and one academy school. There are three state-supported four-year colleges

and universities located near the City: the University of Alabama in Huntsville, a campus of the University of

Alabama system; Alabama A&M University, also in the City of Huntsville; and Athens State College, located

in the City of Athens, Alabama, approximately 20 miles west of the City. Oakwood College, a private four-

year college, is located near the City. Other area institutions include John C. Calhoun State Community

College, J.F. Drake State Technical College and North Alabama Skills Center.

According to the 2000 Census, approximately 94.6% of the population 25 years and older were high

school graduates and 52% were college graduates. The State averages were 75% and 19%, respectively. The

U.S. Census Bureau estimates for 2009 that approximately 95.4% of the population 25 years and older are high

school graduates and 56.7% are college graduates. The State averages are 80.8% and 21.5%, respectively.

Unemployment Rate

The unemployment rate in Madison County and the State of Alabama has been historically as follows: Year Madison County State of Alabama 2015 5.5% 6.3% 2014 6.2 6.8 2013 6.4 7.2 2012 7.0 8.0 2011 8.3 9.7 2010 8.3 10.5 Source: State of Alabama Labor Department

LOCAL SCHOOL BOARD REVENUES

The Board, pursuant to an agreement with the County Board of Education of Madison County, began

to receive its share of all local tax support effective July 1, 1998. Bond Counsel has not been employed to

review any of the tax proceedings related to the following taxes and expresses no opinion regarding the validity

of such taxes. Since a great deal of the City’s debt has been issued for school purposes and since the Board is

expected to pay the debt service on the City’s five school warrant issues herein described pursuant to the

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Funding Agreements, it is appropriate to describe the Board’s sources of local tax revenues. The local taxes of

which the Board receives a portion are as follows:

(a) 11.0 Mill City Ad Valorem Tax. This citywide property tax is levied pursuant to Section 216

of the Alabama Constitution of 1901 and Constitutional Amendment No. 373 and pursuant to authorization of

the Alabama Legislature provided by Act No. 93-548 and an election approved by the voters of the City in a

referendum held September 28, 1993 and Resolution No. 93-144-R duly adopted by the City Council on

October 12, 1993. This citywide ad valorem tax may only be used for public school purposes. The proceeds

of such tax are expected to be used to pay the principal of and interest on the Series 2016-A Warrants, the

Series 2011-B School Warrants, the Series 2011-A School Warrants, the Series 2009 School Warrants and the

Remaining Series 2008 Warrants. Historically, such ad valorem tax has been collected by the Tax Collector of

Madison County (and with respect to that portion of the City located in Limestone County, the Revenue

Commissioner of Limestone County) and distributed to the City. Such tax was approved without any

limitation on duration. The amount of tax proceeds received by the City and distributed to the Board from the

levy of such 11.0 mill citywide ad valorem tax has been as follows:

11 Mill Collections of

Fiscal Year City Ad Valorem Tax

2014-15 (unaudited) $6,949,917

2013-14 6,826,367

2012-13 6,504,145

2011-12 6,307,457

2010-11 6,195,189

2009-10 6,020,154

2008-09 5,836,923

2007-08 5,266,925 Source: Board

(b) 1.5 Mill Countywide Ad Valorem Tax. This countywide property tax is levied pursuant to

Section 269 of the Alabama Constitution and Amendment No. 325 to the Alabama Constitution. Historically,

prior to July 1, 1998, this countywide one and one-half mill property tax was collected by the Tax Collector of

Madison County and distributed between the County Board of Education of Madison County and the City

Board of Education of the City of Huntsville based on a complex formula in accordance with the requirements

of the Foundation Program of the State of Alabama. As of July 1, 1998, such tax was divided among the

Board of Education of the City of Huntsville, the County Board of Education of Madison County and the

Board based on such formula. In essence, this 1.5 mill countywide tax is generally divided on an average daily

attendance basis. The City believes that such tax will be collected through the fiscal year ending September

30, 2021 based on an election held on March 19, 1991. Such tax may be extended beyond such time after a

duly conducted election and majority vote in favor of such extension. The collections from the 1.5 Mill

Countywide Ad Valorem Tax distributed to the Board have been as follows:

Madison City Fiscal Year Schools

2014-15 (unaudited) $1,150,417

2013-14 1,123,391

2012-13 1,062,809

2011-12 1,018,085

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2010-11 978,062

2009-10 928,737

2008-09 901,839

2007-08 841,141

Source: Board

(c) 4.0 Mill Countywide Ad Valorem Tax. This countywide property tax is levied pursuant to

Amendment No. 3 of the Alabama Constitution and Constitutional Amendment No. 325. Historically, prior to

July 1, 1998, this countywide four mill property tax was distributed between the County Board of Education of

Madison County and the City Board of Education of the City of Huntsville, based on a complex formula in

accordance with the requirements of the Foundation Program of the State of Alabama. As of July 1, 1998,

such tax was divided among the City Board of Education of the City of Huntsville, the County Board of

Education of Madison County and the Board. In essence, this 4.0 mill countywide tax is generally divided on

an average daily attendance basis. The City believes that such tax will be collected through the fiscal year

ending September 30, 2021 based on an election held March 19, 1991. Such tax may be extended beyond

such time after a duly conducted election and majority vote in favor of such extension. The collections from

the 4.0 Mill Countywide Ad Valorem Tax distributed to the Board have been as follows:


2014-15 (unaudited) $3,067,778

2013-14 2,995,709

2012-13 2,834,156

2011-12 2,714,892

2010-11 2,608,166

2009-10 2,476,631

2008-09 2,404,904

2007-08 2,243,043

Source: Board

(d) 4.0 Mill District Ad Valorem Tax. The district tax is levied pursuant to Constitutional

Amendment No. 304 and is levied on all taxable property in Madison County outside the corporate limits of

the City of Huntsville. Historically, this tax has been collected by the Tax Collector of Madison County and

distributed to the County Board of Education of Madison County. As of July 1, 1998, such tax was divided

between the Board and the County Board of Education of Madison County. The portion of this tax levied on

property in the City of Madison and the City of Triana will be distributed to the Board. The City believes that

such tax will be collected through the fiscal year ending September 30, 2021, based on an election held on

June 4, 1991. Such tax may be extended beyond such time after a duly conducted election and majority vote in

favor of such extension. Collections by the Board of this 4.0 mill ad valorem tax are irrevocably pledged to the

payment of debt service of the Series 2016-A Warrants, the Series 2011-B School Warrants, the Series 2011-A

School Warrants, the Series 2009 School Warrants and the Remaining Series 2008 Warrants. The collections

from the 4.0 Mill District Ad Valorem Tax distributed to the Board have been as follows:

Madison City Fiscal Year Schools 2014-15 (unaudited) $2,247,709

2013-14 2,228,772

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2012-13 2,153,957

2011-12 2,076,103

2010-11 2,048,632

2009-10 1,966,818

2008-09 1,910,177

2007-08 1,820,137

Source: Board

(e) 6.5 Mill District Ad Valorem Tax. The district tax is levied pursuant to Constitutional

Amendment No. 149 and Amendment No. 325. Historically, this tax has been collected by the Tax Collector

of Madison County and distributed to the County Board of Education of Madison County. As of July 1, 1998,

such tax was divided between the Board and Madison County. Such tax is levied on all taxable property in

Madison County outside the corporate limits of the City of Huntsville. The portion of this tax levied on

property in the City of Madison and the City of Triana will be distributed to the Board and is pledged under the

Funding Agreement to the Series 2016-A Warrants, the Series 2011-B Warrants, the Series 2011-A School

Warrants, the Series 2009 School Warrants and the Remaining Series 2008 Warrants. Such tax was authorized

to be levied and collected until such time as a majority of the qualified electors participating in an election vote

for the termination of such tax as provided in Amendment No. 149. Collections from the 6.5 Mill District Ad

Valorem Tax have been as follows:

Madison City

Fiscal Year Schools

2014-15 (unaudited) $3,650,971

2013-14 3,620,102

2012-13 3,500,178

2011-12 3,373,277

2010-11 3,329,000

2009-10 3,196,467

2008-09 3,101,517

2007-08 2,957,704 Source: City School Board

(f) One-Half Percent Sales and Use Tax. This countywide privilege license tax is levied pursuant

to Section 40-12-4 of the Code of Alabama, as amended, is presently collected by the Alabama Department of

Revenue. Originally, such tax was divided between the City Board of Education of the City of Huntsville and

the County Board of Education of Madison County. Effective July 1, 1998, such privilege, license and excise

tax was divided among the City Board of Education of the City of Huntsville, the County Board of Education

of Madison County and the Board. This sales and use tax is levied at the rate of ½ of 1% of gross sales or

receipts except with respect to sales and use of products of vending machines (for which the rate is 3/8 of 1%),

and except with respect to sales and uses of automotive vehicles, agricultural equipment and industrial, mining

and processing machinery and equipment (for which the rate is 1/4 of 1%).

The statute authorizing the levy of this tax effectively provides that the proceeds derived from the tax

shall be apportioned among the County Board and any city boards of education within the County on the basis

of a complex formula in accordance with the requirements of the Foundation Program of the State of Alabama,

unless another method of apportionment is approved by the State Superintendent of Education. State moneys

from the Foundation Program are distributed to the various counties, for use in each such county by the county

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board of education and by the independent city boards of education in that county, in amounts needed to fund

the costs of establishing a minimum program of teachers’ salaries, transportation, current expenses and capital

outlay in each county for a standard school term. The methodology prescribed by statute and the State

Department of Education for allocation of Foundation Program funds among city and county boards of

education within the same county is such as to have the practical result, in the opinion of the Board, of

allocating proceeds from this tax between the City of Huntsville Board of Education and the Board (at present,

the only independent city boards of education in the County) and the County Board of Education on the basis

of average daily attendance at the three school systems. Proceeds from the tax are distributed monthly to the

County Board of Education, the City of Huntsville Board of Education and the Board, and the allocation of

such tax is adjusted at the end of each fiscal year to reflect the final allocation for the entire fiscal year.

Collections from the one-half percent (0.5%) sales tax distributed to the Board have been as follows:

Madison City

Fiscal Year Schools

2014-15 (unaudited) $4,714,629

2013-14 4,458,884

2012-13 4,216,967

2011-12 4,099,175

2010-11 3,787,174

2009-10 3,689,365

2008-09 3,520,152

2007-08 3,641,194

Source: Board

(g) One Percent Sales Tax. This privilege, license and excise tax is levied pursuant to Act No. 82-

525, enacted at the 1982 Regular Session of the Alabama Legislature, an election held on March 14, 1985 in

Madison County outside the corporate limits of the City of Huntsville, a resolution adopted by the Madison

County Commission on June 3, 1985, and Amendment No. 608 to the Alabama Constitution. Such privilege,

license and excise tax is presently collected monthly by the Alabama Department of Revenue which is

permitted to retain a collection fee not exceeding 5%. Such tax was historically distributed solely to the

Madison County Board of Education. Such tax is levied in all portions of the County except in the corporate

limits of the City of Huntsville. Effective July 1, 1998, such privilege, license and excise tax was distributed

between the Board and the County Board of Education. This tax generally parallels the state sales and use tax

and is generally levied at the rate of one percent (1%) of gross sales or receipts. This one percent sales and use

tax is generally distributed on an average daily attendance basis. Such tax is levied without limitation on

duration. Collections from the one percent (1%) sales tax distributed to the Board have been as follows:

Madison City

Fiscal Year Schools

2014-15 (unaudited) $3,753,969

2013-14 3,628,352

2012-13 3,630,566

2011-12 3,395,343

2010-11 3,126,863

2009-10 3,202,938

2008-09 3,123,013

2007-08 3,087,467

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Source: Board

(h) Tobacco Tax. Act No. 658 enacted at the 1959 Regular Session of the Legislature of

Alabama, as amended, levies a tax of three cents ($.03) on each package of cigarettes sold in the County and

mandates the distribution of 50% of the proceeds to the City of Huntsville, 45.50% to the County Board of

Education of Madison County and the remainder to certain other municipalities located in the County. The

County Board of Education transfers to the Board a portion of the tobacco tax based upon, in general, average

daily membership (attendance). Collections from the tobacco tax distributed to the Board have been as

follows:

Madison City

Fiscal Year Schools

2014-15 (unaudited) $59,373

2013-14 66,340

2012-13 73,793

2011-12 77,329

2010-11 87,708

2009-10 78,516

2008-09 83,106

2007-08 67,122

Source: Board

(i) TVA Tax-Equivalent Distribution. Many north Alabama counties, including the County,

receive wholesale electric service from the Tennessee Valley Authority (“TVA”), an agency and

instrumentality of the United States of America. Although TVA and its property, franchises and income are

immune from taxation by the State of Alabama or any county, municipality or subdivision or district thereof,

including ad valorem taxation, TVA is required by Section 831l of Title 16 of the United States Code to make

certain “in lieu of” tax payments to the various states and counties it serves. Specifically, TVA is required each

year to make such “in lieu of” tax payments in a gross amount equal to five percent (5%) of the gross proceeds

of its power sales, apportioned among the states served by TVA according to a two-factor formula (ratio of

TVA’s gross sales in each such state to total gross sales, and ratio of the total book value of TVA’s power

property located in each such state to total book value of TVA power property in all such states). The state

mandates (i) a minimum annual total “in lieu of” tax payment to each TVA-served state (and the TVA-served

counties located therein) in an amount at least equal to the two-year average of the state and local ad valorem

taxes that would be payable with respect to TVA property and reservoir lands allocated to power if such

properties were privately owned and operated, and (ii) a minimum annual total “in lieu of” tax payment to each

TVA-served county in an amount at least equal to the two-year average of county ad valorem taxes (including

local taxing districts in such county) that would be payable with respect to TVA property and reservoir lands

allocated to power if such properties were privately owned and operated. Of the total mandated “in lieu of” tax

payments, TVA is required to remit to the counties that portion thereof referable to county and local taxing

district taxation and to the state that portion thereof referable to state taxation.

Current Alabama law (ALA. CODE § 40-28-1 et seq.(1975)) effectively requires that the State transfer

to the several Alabama counties served by the TVA an amount equal to 75% of the “in lieu of” tax payment

made to the State by TVA. The amount so required to be transferred to each TVA-served county is determined

by a three-factor formula relating to the ratio of power sales (other than industrial power sales) in such county

to power sales (other than industrial power sales) in all such TVA-served counties (80%), book value of TVA

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property in such county to book value of TVA property in all such TVA-served counties (10%), and industrial

power sales in such county to industrial power sales in all such TVA-served counties (10%). Local acts of the

Legislature of Alabama effectively determine how the “in lieu of” tax payments so transferred by the State to

the County shall be distributed. The County Board of Education and the Board receive not only (1) a portion

of the “in lieu of” tax payments made directly to the County by the TVA, but also (2) a portion of such

payments that are made to the State by the TVA and transferred by the State to the County and other TVA-

served counties in Alabama. Such distribution between the County Board of Education and the Board is based

upon, in general, average daily attendance. The Alabama Legislature does, of course, retain the right to amend

the local acts pertaining to such distribution within Madison County and consequently the Board’s portion

could either increase or decrease depending upon the Alabama Legislature’s distribution formula. Collections

from the TVA tax equivalent distribution distributed to the Board have been as follows:


2014-15 (unaudited) $2,275,371

2013-14 2,322,055

2012-13 2,309,934

2011-12 2,361,624

2010-11 2,317,291

2009-10 2,206,191

2008-09 2,216,882

2007-08 1,980,608

Source: Board

(j) Limestone County Ad Valorem School Tax. A small portion of the City is located in

Limestone County. In order to equalize the rate of ad valorem taxes for educational purposes in that portion of

the City located in Limestone County with the portion located in Madison County, the City, pursuant to Act

2007-360, an amendment to the Alabama Constitution of 1901, as amended, was approved which increased the

educational ad valorem tax rate in that portion of the City in Limestone County to 10.5 mills. Such new

educational tax was first collected in 2009-10. Historical receipts have been as follows:

Fiscal Year Receipts

2014-15 (unaudited) $840,759

2013-14 643,464

2012-13 702,040

2011-12 527,087

2010-11 477,929

2009-10 511,589

Litigation has been filed which challenges the Board’s demand for distribution of Limestone County

ad valorem taxes, sales taxes and TVA funds based on the number of the Board’s students who live in the

portion of the City of Madison located in Limestone County (the “Board’s Limestone County Students”). The

number of the Board’s Limestone County Students has been increasing in recent years. Until Fiscal year 2016

the Board has received distributions of county-wide school ad valorem tax and county-wide and district school

sales taxes from Madison County, the calculation of which was based on the number of students attending all

of Madison City Schools, including the Board’s Limestone County Students. Effective with the 2016 fiscal

year, the Alabama State Department of Education excluded the Board’s Limestone County Students from the

Madison County distribution report and thus the Board is receiving no local tax revenue based on the

9.C.1.c

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attendance of the Board’s Limestone County Students in Madison City Schools. Until the pending litigation is

resolved, the Board’s share of local ad valorem and sales tax revenue may be reduced by as much as

$1,750,000, from prior year receipts.

(k) City of Triana 9-Mill Ad Valorem Tax. Pursuant to an agreement among the City of Triana,

the City and the Board, students in Triana attend Board schools. As part of the agreement, Triana contributes

the proceeds of its 9 mill municipal ad valorem tax to the Board for the benefit of the Triana student that attend

Board schools. Receipts for the Triana 9 Mill Ad Valorem transferred to the Board have been as follows: Fiscal Year Receipts

2014-15 (unaudited) $105,156

2013-14 95,320

2012-13 81,303

2011-12 73,399

2010-11 45,770

2009-10 35,177

(l) Increased Sales Tax; Construction of Second High School. As heretofore described in this

Official Statement, the City has increased its general Sales Tax rate by one-half of one percent in order to

provide the Board with additional funds to build a second high school in the City, named James Clemons High

School.

BOOK-ENTRY SYSTEM

The Depository Trust Company, New York, New York, will serve as initial securities depository under

a book-entry system for the Series 2016-A Warrants with no physical distribution of Series 2016-A Warrants

made to any owner of any Series 2016-A Warrant or Series 2016-A Warrants. The ownership of one fully

registered Series 2016-A Warrant for each respective maturity will be registered in the name of Cede & Co., as

initial nominee for the Securities Depository (the “Securities Depository Nominee”). Except as provided

below, so long as Cede & Co. is the registered owner of the Series 2016-A Warrants, as nominee for the

Securities Depository, references in this Official Statement to the holders, owners or registered owners of the

Series 2016-A Warrants shall mean Cede & Co. and shall not mean the Beneficial Owners of the Series 2016-

A Warrants.

The Securities Depository is a limited-purpose trust company organized under the New York Banking

Law, a “banking corporation” within the meaning of the New York Banking Law, a member of the Federal

Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,

and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of

1934, as amended. The Securities Depository was created to hold securities of its participants (the “Direct

Participants”) and to facilitate the clearance and settlement of securities transactions, such as transfers and

pledges, among Direct Participants in such securities through electronic computerized book-entry changes in

accounts of the Direct Participants, thereby eliminating the need for physical movement of securities

certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing

corporations, and certain other organizations. The Securities Depository is owned by a number of Direct

Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National

Association of Securities Dealers, Inc. Access to the Securities Depository system is also available to others

such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with

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a Direct Participant, either directly or indirectly (the “indirect Participants”). The rules applicable to the

Securities Depository and the Direct Participants are on file with the Securities and Exchange Commission.

Beneficial ownership interests in the Series 2016-A Warrants must be purchased by or through Direct

Participants. The holders of these beneficial ownership interests are herein referred to as the “Beneficial

Owners.” Such Direct Participants and the persons for whom they acquire interests in the Series 2016-A

Warrants as nominees will not receive a Series 2016-A Warrant certificate, but each Direct Participant will

receive a credit balance in the records of the Securities Depository in the amount of such Direct Participant’s

interest in the Series 2016-A Warrants, which will be confirmed in accordance with the Securities Depository’s

standard procedures. Beneficial Owners of Series 2016-A Warrants will not receive certificates representing

their beneficial ownership interests in the Series 2016-A Warrants, unless use of the book-entry only system is

discontinued as described below. Beneficial Owners will be treated in all respects as the owners of the Series

2016-A Warrants.

Transfers of beneficial interests in the Series 2016-A Warrants which are registered in the name of

Cede & Co., as nominee of the Securities Depository, will be accomplished by book entries made by the

Securities Depository and in turn by the Direct Participants and Indirect Participants who act on behalf of the

Beneficial Owners of the Series 2016-A Warrants. For every transfer and exchange of beneficial ownership in

the Series 2016-A Warrants, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or

other governmental charge that may be imposed in relation thereto. The deposit of Series 2016-A Warrants

with the Securities Depository and their registration in the name of the Securities Depository Nominee effect

no change in beneficial ownership. The Securities Depository has no knowledge of the actual Beneficial

Owners of the Series 2016-A Warrants; the Securities Depository’s records reflect only the identity of the

Direct Participants to whose accounts such Series 2016-A Warrants are credited, which may or may not be the

Beneficial Owners. The Direct Participants will remain responsible for keeping account of their holdings on

behalf of their customers as Beneficial Owners.

For so long as the Series 2016-A Warrants are registered in the name of the Securities Depository or

the Securities Depository Nominee, the City and the Paying Agent will recognize only the Securities

Depository or its nominee, Cede & Co., as the owner of the Series 2016-A Warrants for all purposes, including

without limitation: (1) payment of principal, premium (if any) and interest on the Series 2016-A Warrants, (2)

giving of notice of matters with respect to the Series 2016-A Warrants, and (3) registering transfers with

respect to the Series 2016-A Warrants.

Conveyance of notices and other communications by the Securities Depository to Direct Participants,

by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial

Owners of the Series 2016-A Warrants will be governed by arrangements among the Securities Depository,

Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory

requirements as may be in effect from time to time.

Neither the Securities Depository nor the Securities Depository Nominee will consent or vote with

respect to the Series 2016-A Warrants. Under its usual procedures, the Securities Depository mails an

Omnibus Proxy to the City, as soon as possible after the record date. The Omnibus Proxy assigns the

Securities Depository Nominee’s consent or voting rights to those Direct Participants to whose accounts the

Series 2016-A Warrants are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Series 2016-A Warrants will be made by the City or the Paying

Agent to the Securities Depository or the Securities Depository Nominee as registered owner of the Series

2016-A Warrants. Disbursement of such payments to the Beneficial Owners will be solely the responsibility of

the Direct Participants and, where appropriate, Indirect Participants. Upon receipt of moneys, the Securities

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Depository’s current practice is to credit immediately the accounts of the Direct Participants in accordance with

their respective holdings shown on the records of the Securities Depository. Payments by Direct Participants

and Indirect Participants to Beneficial Owners will be governed by standing instructions of the Beneficial

Owners and customary practices, as is now the case with municipal securities held for the accounts of

customers in bearer form or registered in “street name.” Such payments will be the sole responsibility of the

Direct Participant or Indirect Participant and not of the City or the Paying Agent, subject to any statutory and

regulatory requirements as may be in effect from time to time.

The City, the Paying Agent and the Underwriter cannot and do not give any assurances that the Direct

Participants or the Indirect Participants will distribute to the Beneficial Owners of the Series 2016-A Warrants

(1) payments of principal or interest on the Series 2016-A Warrants, (2) certificates representing an ownership

interest or other confirmation of Beneficial Ownership interests in Series 2016-A Warrants, or (3) notices sent

to the Securities Depository or the Securities Depository Nominee as the registered owner of the Series 2016-A

Warrants, or that they will do so on a timely basis or that the Securities Depository, the Direct Participants or

Indirect Participants will serve and act in the manner described in this Official Statement. All such payments

to the Securities Depository or the Securities Depository Nominee of principal and interest on behalf of the

City and the Paying Agent shall be valid and effectual to satisfy and discharge the liability of the City and the

Paying Agent to the extent of the amounts so paid, and the City and the Paying Agent shall not be responsible

or liable for payment to any Beneficial Owner by the Securities Depository or any Direct Participant or any

Indirect Participant. The current “rules” applicable to the Securities Depository are on file with The Securities

and Exchange Commission, and the current “procedures” of the Securities Depository to be followed in

dealing with Direct Participants are on file with the Securities Depository.

The City, the Paying Agent and the Underwriter will not have any responsibility or obligation to any

Direct Participant, Indirect Participant or any Beneficial Owner or any other person with respect to (1) the

Series 2016-A Warrants; (2) the accuracy of any records maintained by the Securities Depository or any Direct

Participant or Indirect Participant; (3) the payment by the Securities Depository, any Direct Participant or

Indirect Participant, of any amount due to any Beneficial Owner in respect of the principal or interest on the

Series 2016-A Warrants; (4) the delivery or timeliness of delivery by the Securities Depository, any Direct

Participant or Indirect Participant of any notice to any Beneficial Owner which is required or permitted under

the terms of the Authorizing Ordinances to be given to Beneficial Owners; or (5) any consent given or other

action taken by the Securities Depository or the Securities Depository Nominee as owner.

In the event that the Securities Depository determines not to continue to act as securities depository for

the Series 2016-A Warrants, the City shall discontinue the book-entry only system with the Securities

Depository. If the City appoints another securities depository to administer the Book-Entry System, the rules

and procedures of such securities depository may differ from those described herein. If the City fails to

identify another qualified securities depository to replace the Securities Depository, the City will cause the

Paying Agent to authenticate and deliver fully registered Series 2016-A Warrants to each Beneficial Owner.

See “Discontinuation of Book-Entry System” hereinafter.

In Release No. 34-47978; File No. SR-DTC-2003-02, the SEC approved DTC’s Rule change

clarifying that only DTC Participants with a position in that issue can request withdrawal of those securities

from DTC. Issuers have no legal or beneficial interest in securities held by Participants at DTC and therefore

issuers, such as the City, have no basis to request the withdrawal of those securities.

In the event of an insolvency of the Securities Depository, if the Securities Depository has insufficient

securities in its custody (e.g., due to theft or loss) to satisfy the claims of its Direct Participants or Indirect

Participants with respect to deposited securities and is unable by application of (i) cash deposits and securities

pledged to the Securities Depository to protect the Securities Depository against losses and liabilities; (ii) the

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proceeds of insurance maintained by the Securities Depository and/or its Direct Participants or Indirect

Participants; or (iii) other resources, to obtain securities necessary to eliminate the insufficiency, no assurances

can be given that Direct Participants or Indirect Participants will be able to obtain all of their deposited

securities.

The information in this section concerning the Securities Depository and the Securities Depository’s

book-entry only system has been obtained from sources that the City believes to be reliable, but the City takes

no responsibility for the accuracy thereof.

During a period in which the Book-Entry System is in effect for the Series 2016-A Warrants, the

provisions of the Authorizing Ordinance and such Series 2016-A Warrants shall be construed in accordance

with the Letter of Representation and to give full effect to such Book-Entry System.

Discontinuation of Book-Entry System

The Securities Depository may determine to discontinue providing book-entry service with respect to

the Series 2016-A Warrants at any time upon notice to the City and the Paying Agent and upon discharge of its

responsibilities with respect thereto under applicable law. Upon such notice the book-entry system for the

Series 2016-A Warrants will be discontinued unless a successor securities depository is appointed by the City.

In the event the book-entry system for the Series 2016-A Warrants is discontinued, Series 2016-A

Warrants in certificated form in authorized denominations will be physically distributed to the owners of

beneficial interests in the Series 2016-A Warrants, the Series 2016-A Warrants will be registered in the names

of the owners thereof on the registration books of the Paying Agent pertaining thereto, the Paying Agent shall

make payments of principal of, premium (if any) and interest on the Series 2016-A Warrants to the registered

owners thereof as provided in the Series 2016-A Warrants and the 2016-A Authorizing Ordinance, and the

following provisions with respect to registration, transfer and exchange of the Series 2016-A Warrants by the

registered owners thereof shall apply:

(a) The Series 2016-A Warrants may be transferred by the registered owner in person or

by authorized attorney, only on the books of the Paying Agent and only upon surrender of the Series

2016-A Warrant to the Paying Agent for cancellation with a written instrument of transfer acceptable

to the Paying Agent executed by the registered owner or his duly authorized attorney, and upon any

such transfer, a new Series 2016-A Warrant of like tenor shall be issued to the transferee in exchange

thereof.

(b) The registered owner of any Series 2016-A Warrant in a face amount of more than

$5,000 may surrender the same in exchange for more than one Series 2016-A Warrant, each in the

principal amount which is an integral multiple of $5,000, having the same year of maturity as the

Series 2016-A Warrant so surrendered, and the same aggregate principal amount. The registered

owner of two or more Series 2016-A Warrants having the same principal maturity may surrender the

same in exchange for a single Series 2016-A Warrant in the aggregate principal amount of the Series

2016-A Warrants so surrendered. No exchange referred to in this paragraph shall ever result in any

Series 2016-A Warrant having principal maturing in more than one year.

(c) The Paying Agent shall not be required to transfer or exchange any Series 2016-A

Warrant during the period of fifteen (15) days next preceding any interest payment date, and in the

event that any Series 2016-A Warrant (or any part thereof) is duly called for redemption, the Paying

Agent shall not be required to register or transfer any such Series 2016-A Warrant during the period of

forty-five (45) days next preceding the date fixed for redemption. No charge shall be made for the

9.C.1.c

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privilege of transfer, but the registered owner of any Series 2016-A Warrant requesting any such

transfer shall pay any tax or other governmental charge required to be paid with respect thereto. The

registered owner of any Series 2016-A Warrant will be required to pay any expenses incurred in

connection with the replacement of a mutilated, lost, stolen or destroyed Series 2016-A Warrant. The

Paying Agent is designated in the 2016-A Authorizing Ordinance as paying agent and as registrar for

and in respect to the Series 2016-A Warrants.

The 2016-A Authorizing Ordinance provides that each registered owner of the Series 2016-A

Warrants, by receiving or accepting the Series 2016-A Warrant, consents and agrees and is estopped to deny

that, insofar as the City and the Paying Agent are concerned, the Series 2016-A Warrant may be transferred

only in accordance with the provisions of the 2016-A Authorizing Ordinance.

The principal of and premium (if any) on the Series 2016-A Warrants shall be payable only upon

presentation and surrender of the Series 2016-A Warrants at the designated office of the Paying Agent. Interest

on the Series 2016-A Warrants shall be remitted by check or draft mailed by the Paying Agent to the then

respective registered owners of the Series 2016-A Warrants at the addresses thereof shown on the registration

books of such bank pertaining to such Series 2016-A Warrants. Such payment shall be deemed timely made if

so mailed on the interest payment date (or if such interest payment date is not a Business Day, on the Business

Day next following such interest payment date).

TAX EXEMPTION

In the opinion of Bond Counsel, assuming the accuracy of certain representations and the compliance

with certain covenants made in the 2016-A Authorizing Ordinance by the City with respect to the provisions of

the Internal Revenue Code of 1986, as amended (the “Code”), interest on the Series 2016-A Warrants is

excludable from gross income for federal income taxation pursuant to Section 103 of the Code, regulations and

rulings of the Commissioner of Internal Revenue and court decisions heretofore rendered.

No opinion is expressed with respect to the tax treatment of any taxpayer under any provision or

section of the Code other than the aforesaid Section 103 as a result of the receipt of interest on the Series 2016-

A Warrants. It should be noted that, in computing federal income tax liability, (1) interest on the Series 2016-

A Warrants is required to be included in the alternative minimum tax calculations for corporations, (2) property

and casualty insurance companies are required to include a portion of the tax-exempt interest on the Series

2016-A Warrants to offset the loan loss reserve, (3) interest on the Series 2016-A Warrants is required to be

included in the calculation of the amount, if any, of social security or certain railroad retirement benefits

required to be included in gross income, and (4) interest on the Series 2016-A Warrants is required to be

included in the calculation of the amount, if any, of passive investment income of Subchapter S corporations

subject to taxation.

The City has covenanted that the applicable requirements of the Code will be met as long as the Series

2016-A Warrants are outstanding. The exclusion from gross income for federal income tax purposes of the

interest on the Series 2016-A Warrants depends on and is subject to the accuracy of the certifications with

respect to the applicable requirements of the Code. A failure to comply with these requirements could cause

interest on the Series 2016-A Warrants to be deemed not excludable from gross income for federal income tax

purposes as of the date of issuance of the Series 2016-A Warrants or as of some later date.

No assurances can be given that federal legislation will not be introduced and enacted which could

adversely affect the exclusion of interest on the Series 2016-A Warrants from gross income for federal income

taxation or the tax treatment of certain owners of the Series 2016-A Warrants as a result of the receipt of such

9.C.1.c

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interest. Neither the Series 2016-A Warrants nor the 2016-A Authorizing Ordinance contains any provision

for an increase in the rate of interest applicable to the Series 2016-A Warrants or for the mandatory redemption

of the Series 2016-A Warrants, in the event the interest thereon should become includable in gross income for

federal income taxation after their date of issuance. Legislation has recently been introduced in Congress

which, among other things, if passed, could limit the value to certain individual taxpayers of certain deductions

and exclusions, including the exclusion from gross income of interest on the Series 2016-A Warrants. It is

unknown whether such legislation or similar legislation incorporating similar provisions will become law.

Regardless, the introduction of any legislation restricting or eliminating the tax-exemption applicable to

governmental bonds may have an adverse effect on the initial offering or secondary market prices for the Series

2016-A Warrants. Prospective purchasers should consult their personal tax advisors with regard to the possible

consequences of receipt of interest on the Series 2016-A Warrants.

ORIGINAL ISSUE DISCOUNT AND PREMIUM

The initial public offering price to be paid on certain of the Series 2016-A Warrants is less than the

principal amount thereof. Under Section 1288 of the Code, original issue discount on tax-exempt bonds

accrues on a compound basis. The amount of original issue discount that accrues to a holder of a Series 2016-

A Warrant who acquires the Series 2016-A Warrant in this offering during any accrual period generally equals

(i) the issue price of such Series 2016-A Warrant plus the amount of original issue discount accrued in all prior

accrual periods, multiplied by (ii) the yield to maturity of such Series 2016-A Warrant (determined on the basis

of compounding at the close of each accrual period and properly adjusted for the length of the accrual period),

less (iii) any interest payable on such Series 2016-A Warrant during such accrual period.

The initial public offering price to be paid for certain of the Series 2016-A Warrants is greater than the

principal amount thereof. An amount equal to the excess of the purchase price of the Series 2016-A Warrants

over its stated redemption price at maturity constitutes premium on such Series 2016-A Warrant. A purchaser

of a Series 2016-A Warrant must amortize any premium over such Series 2016-A Warrant’s term using

constant yield principles, based on the purchaser’s yield to maturity. As premium is amortized, the purchaser’s

basis in such Series 2016-A Warrant is reduced by a corresponding amount, resulting in an increase in the gain

(or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such

Series 2016-A Warrant prior to its maturity. Even though the purchaser’s basis is reduced, no federal income

tax deduction is allowed.

Purchasers of any Series 2016-A Warrants at a premium or a discount, whether at the time of initial

issuance or subsequent thereto, should consult with their own tax advisors with respect to the determination

and treatment of premium and discount for federal income tax purposes and with respect to state and local tax

consequences of owning such Series 2016-A Warrants.

NOT “BANK-QUALIFIED” INVESTMENTS

The Series 2016-A Warrants have not been designated by the City as “qualified tax-exempt

obligations” for purposes of paragraph (3) of subsection (b) of Section 265 of the Code (See “TAX

EXEMPTION” above) and should not be considered by prospective purchasers as “bank-qualified”

obligations.

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LITIGATION

The immunity from tort liability formerly enjoyed by local governmental units in Alabama has been

largely eroded by recent court decisions. While Chapter 93 of Title 11 of the Code of Alabama 1975, as

amended, now prescribes certain maximum limits on the liability of Alabama local governmental units (such as

the City) for bodily injury, sickness, disease or death sustained by a person and for injury or destruction of

tangible property, the constitutionality and validity of Chapter 93 has not been definitively determined.

Additionally, Chapter 93 has no applicability to causes of action under Section 1983 or Section 1985 of Title

42 of the United States Code. Local governments throughout the country have been increasingly subjected to

lawsuits - many of which seek substantial damages - for alleged denials of civil rights under the provisions of

Section 1983 and Section 1985.

As a result of certain decisions of the Supreme Court of the United States, municipalities and other

local governmental units in the United States have also been increasingly subjected to litigation alleging

violations of Federal antitrust laws, to which (prior to such decisions) it was not considered that municipalities

were generally subject. However, the Local Government Antitrust Act of 1984 (Pub.L. 98-544) provides,

among other things, that no damages, interest on damages, costs or attorney’s fees - i.e., no monetary relief -

may be recovered from any local government, or any official or employee thereof acting in an official capacity,

in any action arising under the antitrust laws. The prohibitions of this Act do not, however, apply to an action

under the antitrust laws pending at the time of its enactment unless the court determines, in accordance with

standards prescribed by the Act, that it would be “inequitable” not to apply it in such action.

In 1987 the United States Supreme Court held, in First Evangelical Lutheran Church v. County of Los

Angeles, 107 S. Ct. 2378, that compensation must be paid for the time during which a regulatory measure, held

to be a “taking” of private property, is in effect, even though the regulatory measure is subsequently repealed

by the enacting authority or subsequently invalidated by a court. While the scope and implications of this

ruling cannot now be accurately predicted or determined, there is, in the opinion of the City Attorney, currently

no action pending, (or, to her knowledge threatened) against the City wherein damages are or may be claimed

due to any zoning or other regulatory measure held to be a “taking” of private property by the City.

The City is a defendant in several suits and has been notified of various claims against it arising from

matters relating to the normal operation of a municipality. The City believes that any liability resulting from

such suits and claims will be covered by the City’s liability insurance or by other funds of the City which will

be available to discharge such liability without impairing its ability to perform any of its other obligations,

including payment of the Series 2016-A Warrants.

An individual recently sued the City and a former police officer in United States District Court in a

case styled Sureshbhai v. City of Madison Alabama, and Eric Parker (N.D. Ala. 5:15-CV-00253-IPJ) under 42

§ U.S.C. 1983 and various state laws. The plaintiff alleges that the police officer unlawfully detained and

searched him and in the course thereof used excessive force which left him partially paralyzed. The criminal

case against the police officer was dismissed on January 13, 2016 after the jury was deadlocked for a second

time. Though the City has not yet been able to begin the discovery process in the civil case, the City presently

believes that the alleged liabilities are covered by insurance and will not otherwise encumber the General Fund.

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CONTINUING DISCLOSURE UNDERTAKING

In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and

Exchange Commission, the City has agreed in the 2016-A Authorizing Ordinance to provide, or cause to be

provided,

(i) to the Municipal Securities Rulemaking Board (“MSRB”), certain annual financial

information, generally consistent with the information contained under “THE CITY” in this Official

Statement. Such information is to be available on or before March 31 of each year for the fiscal year

ending on the preceding September 30 and will be made available to MSRB by March 31 of each

year;

(ii) within ten Business Days after the occurrence of a reportable event, to the Paying

Agent and to MSRB, notice of the occurrence of any of the following events with respect to the Series

2016-A Warrants: (a) principal and interest payments delinquencies, (b) non-payment related defaults,

(c) unscheduled draws on debt service reserves reflecting financial difficulties, (d) unscheduled draws

on credit enhancements reflecting financial difficulties, (e) substitution of credit or liquidity providers

or their failure to perform, (f) adverse tax opinions or events affecting the tax-exempt status of the

Series 2016-A Warrants, (g) modifications to rights of holders of the Series 2016-A Warrants, (h) calls

for redemption, (i) defeasances, (j) release, substitution or sale of property securing repayment of the

securities, (k) rating changes, if any are then in effect, (l) bankruptcy, insolvency, receivership or

similar events, (m) merger, consolidation, acquisition or sale of assets involving an Obligated Party,

and (n) appointment of a successor or additional trustee or the change of name of a trustee.

(iii) in a timely manner, to the Paying Agent and to the MSRB, notice of a failure by the

City to provide the required annual financial information on or before the date specified in its written

continuing disclosure undertaking.

The City will reserve the right to modify from time to time the specific types of information provided

or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of

the City; provided that, the City will agree that any such modification will be done in a manner consistent with

the Rule. The City will reserve the right to terminate its obligation to provide the annual operating information

and financial information and notices of material events, as set forth above, if and when the City no longer

remains an obligated person with respect to the Series 2016-A Warrants within the meaning of the Rule. The

City will acknowledge that its undertaking pursuant to the Rule described under this heading is intended to be

for the benefit of the registered owners of the Series 2016-A Warrants and shall be enforceable by the holders;

provided that, the holders’ rights to enforce the provisions of this undertaking shall be limited to a right to

obtain specific enforcement of the City’s obligations hereunder and any failure by the City to comply with the

provisions of this undertaking shall not be an event of default with respect to the Series 2016-A Warrants and

shall not subject the City to money damages in any amount, whether compensatory, penal or otherwise. The

name, address and telephone number of the initial contact person at the City are as follows:

Melanie Williard, or successor as City Clerk

City of Madison

100 Hughes Road


Telephone: (256) 772-5600 x5650

Telecopier: (256) 772-5668

[email protected]

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The City has not historically been in compliance with its continuing disclosure obligations, including

failing to file certain audited financial statements on time and providing notice of ratings changes of the City

and/or the insurers of the City’s outstanding obligations. The City filed its 2009, 2010 and 2011 audits on the

EMMA website on July 25, 2011. The City filed its 2012 audit on the EMMA website on March 11, 2013.

The City filed its 2013 audit on the EMMA website on April 2, 2014. The City filed its 2014 audit on the

EMMA website on March 25, 2015. The City also filed a notice of failure to file on time with respect to its

2009-2011 and 2013 audits on the EMMA website on July 29, 2014. It is unclear if the City will be able to file

its 2015 audit on the EMMA System by the end of March, 2016.

As of this date, the City has self-reported certain of its outstanding warrant issues to the SEC pursuant

to the Municipalities Continuing Disclosure Cooperation Initiative, but has not yet received notice of the

initiation of any enforcement proceedings against the City by the SEC. The City will post notice on the

EMMA website of the initiation of any such proceedings when and if it is received.

FEDERAL BANKRUPTCY CODE

The rights and remedies of the registered owners of the Series 2016-A Warrants are subject to the

provisions of Chapter 9 of Title 11 of the United States Code (Bankruptcy) which permits under certain

specific circumstances a political subdivision of a state, such as the City, to file a petition for relief in the U.S.

District Court for the district in which the political subdivision is located if it is insolvent or unable to meet its

debts as they mature and desires to effect a plan to adjust its debts. Under the Bankruptcy Code, the filing of

such a petition operates as an “automatic” stay of the commencement or the continuation of any judicial or

other proceeding against the petitioner, its property or any officer or inhabitant of the petitioner which seeks to

enforce (a) any claim against the petitioner or (b) a lien arising out of any taxes or assessments due to the

petitioner or (c) any setoff or counterclaim relating to a contract debt or obligation of the petitioner. Chapter 9

also permits a political subdivision that files such a petition to issue, with the approval of the Court, certificates

of indebtedness having priority over pre-existing obligations.

The Bankruptcy Code contains a provision relating to the postpetition effect of a security interest in

property of the petitioner. This provision is incorporated by reference into Chapter 9. The effect of this

provision on a pledge of taxes to be received by a political subdivision such as the City is such that it would

release or terminate a pledge of such tax proceeds once a petition is filed with the result that registered owners

of obligations similar to the Warrants would in effect be general, unsecured creditors with respect to such tax

proceeds after a petition is filed.

Existing Alabama statutes authorize the City to file a petition for relief under Chapter 9 of Title 11,

United States Code.

APPROVAL OF LEGAL MATTERS

Certain legal matters incident to the authorization and issuance of the Series 2016-A Warrants are

subject to the approval of Jones Walker LLP, Bond Counsel, whose approving legal opinion will be delivered

at the time of delivery of the Series 2016-A Warrants. The proposed form of the opinion is included in this

Official Statement as Appendix A.

The legal opinion to be delivered concurrently with the delivery of the Series 2016-A Warrants

expressed the professional judgments of the attorneys rendering the opinion as to the legal issues explicitly

addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of

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that expression of professional judgment, of the transaction opined upon, or of the future performance of

parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that

may arise out of the transaction.

APPENDICES

The Appendices to this Official Statement contain information concerning the City and the Series

2016-A Warrants. Such Appendices are an integral part of this Official Statement and should be read in their

entirety. Such appendices include:

Appendix A: Proposed Opinion of Bond Counsel

Appendix B: Financial Statements for the Fiscal Year Ending September 30, 2014

Appendix C: Changes in Fund Balances of Governmental Funds for the last ten years

The financial statements included as Appendix B to this Official Statement have been examined to the

extent set forth in the report by MDA Professional Group, P.C., Certified Public Accountants, Huntsville,

Alabama and are included in reliance upon the report of such accountants and upon their authority as experts in

auditing and accounting.

UNDERWRITER

Joe Jolly & Co., Inc., has purchased the Series 2016-A Warrants from the City for a purchase price of

$11,153,566.60 (par amount of the Warrants of $9,535,000.00 less an underwriter’s discount of $90,582.50

and plus a net original issue premium of $1,709,149.10).

WARRANTHOLDERS’ RISK FACTORS

An investment in the Series 2016-A Warrants involves certain risks which should be carefully

considered by investors. Prospective investors should carefully examine this Official Statement and their own

financial condition in order to make a judgment as to their ability to bear the economic risk of such an

investment and whether or not the Series 2016-A Warrants are an appropriate investment for them. The

sufficiency of general fund moneys to pay debt service on the Series 2016-A Warrants may be affected by

events and conditions relating generally to, among other things, the assessed value of property in the City, the

value of retail sales in the City, population trends and economic developments, the exact nature and extent of

which are not presently determinable. The City and the adjoining City of Huntsville have benefited from the

location of the U.S. Army Missile Development and Training Program and the Space Vehicle Center for

NASA. and several large high technology corporations. Many space and defense related cutbacks have

occurred during past years. It is unclear at this particular time exactly how space and defense related cutbacks

in the future will affect the Huntsville and Madison areas and the various high technology companies that have

located there.

To better meet the needs of its citizens, the City formed its own school system. A five-person board of

education is responsible for the operation of such system. To date the Board has successfully operated

Madison City Schools without impact on the City’s General Fund. While the financial condition of the Board

is presently sound, its financial condition may be affected by a number of special conditions beyond its control

including the following:

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(1) Proration of State Appropriations

The Board receives most of its funding from the State. However, the Alabama Constitution of 1901

effectively prohibits the State from engaging in deficit financing. Consequently, allocations to local boards of

education, which are significantly funded by the State, may be reduced when actual revenues are less than

budgeted projections. State law provides procedures for reducing or “prorating” appropriations of state revenues

in order to comply with the aforementioned constitutional prohibition. Proration may result in reductions of

expenditures by the Board for certain budget items other than salaries (e.g., instructional materials, supplies and

maintenance). Governor Bentley declared proration for fiscal year 2010-11 at a rate of 3%, representing an

approximately $165,000,000 shortfall. The following sets forth the years in which proration has been enforced

since 1985 and the percentages thereof:

Year Percent

2010-11 3.0000%

2009-10 9.5000

2008-09 11.0000

2002-03 4.7177

2000-01 6.2000

1991-92 3.0000

1990-91 6.5000

1985-86 4.2133

The Board cannot predict whether or to what extent State revenues appropriated to the Board will be

subject to proration in future years. However, it is likely, given the ongoing recession and declining tax revenues,

that proration will occur in future years. The State has already exhausted both of its reserve funds in an effort to

mitigate the effects of proration in past years. The State now has no remaining means available to assist local

school boards. The Board cannot predict whether or to what extent State revenues appropriated to the Board will

be subject to proration in any subsequent fiscal years, or what procedures may be implemented in order to mitigate

the effects of future budget prorations; however it is considered very likely that proration will again be declared in

future years. The Board shall take such steps as are necessary to mitigate these effects.

(2) State Litigation Regarding School Finances

In a lawsuit filed in the Circuit Court of Montgomery County, Alabama styled Alabama Coalition for

Equity, Inc. et al. v. Hunt et al., CV-90-833-M, plaintiffs allege that the present system of state funding of

public education is unconstitutional. On October 22, 1993, the trial court entered a Remedy Order in which it

established a comprehensive timetable for addressing the constitutional deficiencies in the state funding

system. On January 10, 1997, the Alabama Supreme Court entered an order affirming the Liability Order.

However, on December 3, 1997, while denying an application for rehearing, the Alabama Supreme Court

vacated the Remedy Order and remanded the case to the trial court with instructions to retain jurisdiction. The

court stated in its order that the plaintiffs may petition the trial court to reopen the case if within a reasonable

time the coordinated branches of government have not formulated an educational system that complies with the

Liability Order.

On May 31, 2002, the Alabama Supreme Court reached essentially three conclusions: (1) the Court

refused to revisit the liability order, which established that the children of Alabama enjoy a constitutional right

to an education; (2) the Court refused the request of some universities to reconsider the ruling that Amendment

111, adopted in the 1950s to maintain segregation, violates the Fourteenth Amendment of the U.S.

Constitution; and (3) the Court dismissed the remainder of this litigation on the ground that any remedy of

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public education funding is the exclusive province of the Legislature and the administration of public schools

is the business of the State Board of Education. It is unclear what further action the Alabama Supreme Court

or the Alabama Legislature will take in the future on this issue.

The Alabama school funding plaintiffs have now turned to federal court. Hearings in Lynch v. Alabama,

first filed in 2008, began in Huntsville in March, 2011. Plaintiffs from rural Lawrence and Sumter counties

asked a federal court in the Northeastern Division for Alabama to suspend several provisions of the state’s

constitution, claiming that those provisions place severe limits on property taxes, are rooted in historic efforts

to deny educational opportunity to African Americans, and continue to severely restrict the capacity of rural

and majority black counties to raise revenues necessary for schools. The lawsuit charges that these provisions

are purposefully discriminatory and violate Title VI of the Civil Rights Act and the U.S. Constitution. It alleges

that Alabama’s property tax revenues fail to adequately fund K–12 public schools and that this shortfall

unconstitutionally shortchanges black public school students. Plaintiffs are asking the court to allow the

Governor and Legislature one year to reform the tax code before imposing a complete injunction on the

challenged provisions. State attorneys deny any linkage between state property tax policies and discrimination,

and say that the students named in the suit cannot show that they have been harmed by the low tax revenues. It

is impossible to predict with certainty the impact of the foregoing litigation and any resulting changes in the State

funding system on the Board’s financial condition.

(Source: www.ruraledu.org)

(3) State Legislative Control and Tax Reform

The Board, like most other agencies of local government in Alabama, is subject to the virtually plenary

powers of the Legislature of Alabama. Thus there can be no assurance, for example, that the Legislature will

not in the future amend or make changes to (a) certain sources of revenues that the Board will receive,

including the apportionment of the sales and use taxes and TVA tax equivalent payments, (b) the allocation of

the Foundation Program Fund (a state fund established for the purpose of providing a minimum school term

and the equalization of educational opportunity throughout the state), and (c) teacher salaries, in a manner and

to an extent that will adversely affect the Board’s financial condition.

(4) Reliance on Funding Agreements

Since the City expects to receive certain revenues from the Board with which to pay debt service on

the City’s outstanding school warrants, any adverse effect on the financial condition of the Board which affects

its ability to meet its obligations under the Funding Agreement will materially and adversely affect the City so

long as the Series 2016-A Warrants, the Series 2011-B School Warrants, the Series 2011-A School Warrants,

the Series 2009 School Warrants and the Remaining Series 2008 Warrants are outstanding. The Four Mill

District Ad Valorem tax presently levied in the City and distributed to the Board will have to be revoted before

the final maturity of the City-Issued School Warrants. While the City and Board believe that such tax will be

extended in the City, no absolute assurance may be given.

(5) Medical and Retirement Costs

Employee health insurance is provided through the Public Education Employees Health Insurance Plan

(“PEEHIP”). PEEHIP employer costs have risen dramatically during recent years and are expected to continue to

rise. Also, employer contributions to the Teacher’s Retirement System have increased. The Board, along with

other local governmental units in the State, is subject to the virtually plenary powers of the Legislature of

Alabama. The Alabama legislature has mandated that all such increased costs must be borne from local revenues.

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(6) Risk Management

The Board is exposed to various risks of loss related to torts, theft of, damage to and destruction of assets;

errors and omissions; injuries to employees; and natural disasters.

(7) Charter School Legislation

The recently enacted “Alabama School Choice and Student Opportunity Act” (Act No. 2015-3 of the

Legislature of Alabama, referred to herein as “the Charter Schools Law”) provides in broad terms for the creation,

operation, and financing of an entirely new class of so-called “charter schools,” which are to form part of the

State’s existing system of public elementary and secondary education. Such charter schools include both (i)

“start-up public charter schools,” which consist of newly constructed school buildings and other facilities, and

(11) “conversion public charter schools,” which consist of existing school buildings and facilities that are

effectively removed from the governance of a given county or city board of education and placed under the control

of a private, non-profit organization.

Under the provisions of the Charter Schools Law, a new state agency, the Alabama Public Charter School

Commission (“the Charter School Commission”), will be empowered to establish charter schools - both “start-up”

and “conversion” schools - anywhere in the state. The Charter School Commission is also effectively empowered

to create a new “conversion” charter school in any locality, despite the express opposition of the county or city

board of education that operates the public school in question.

The effects of the provisions of the Charter School Law cannot be predicted with any certainty and may

be significantly affected by both judicial interpretation and executive or administrative action or enforcement. It is

therefore impossible at this time to predict how the Charter Schools Law (or any administrative regulations that

may hereafter be adopted by either the State Board, the State Department, or the Charter School Commission)

may have on the operation of the public schools now or hereafter administered by the Board of Education or, more

generally, what impact the Charter Schools Law will eventually have on the administration of the State’s whole

system of public education.

MISCELLANEOUS

Any statements made in this Official Statement involving matters of opinion or estimates, whether or

not expressly so stated, are intended as such and not as representations of fact. No representation is made that

any of such statements will be realized. Neither this Official Statement nor any statement that may have been

made verbally or in writing is to be construed as a contract with the registered owners of the Series 2016-A

Warrants. The City has furnished all information in the Official Statement relating to the City.


By /s/ Troy Trulock

Mayor

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APPENDIX A

Proposed Opinion of Bond Counsel

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JONES WALKER LLP

ONE FEDERAL PLACE

1819 FIFTH AVENUE NORTH, SUITE 1100

BIRMINGHAM, ALABAMA 35203

[date]

City of Madison

Madison, Alabama

Joe Jolly & Co., Inc.

Birmingham, Alabama

The Bank of New York Mellon Trust Company, N.A.

Birmingham, Alabama

Re: $9,535,000 General Obligation School Warrants, Series 2016-A, dated March 31, 2016

Ladies and Gentlemen:

This opinion is rendered in connection with the issuance of the above-referenced warrants (the

“Warrants”) by the City of Madison, Alabama (the “Municipality”). The Warrants are issued pursuant to an

ordinance adopted by the governing body of the Municipality (the “Warrant Ordinance”).

We have examined the following: the proceedings of the Municipality for adoption of the Warrant

Ordinance; a certification on behalf of the Municipality pursuant to the regulations under Section 148 of the

Internal Revenue Code of 1986, as amended (the “Code”), relative to arbitrage bonds; and other certificates,

documents and proofs considered by us to be pertinent. In rendering this opinion we have relied upon

statements set forth in certificates executed by public officials and by officers of the Municipality and upon an

opinion of counsel to the Municipality.

Based upon the foregoing and upon our examination of the aforesaid proceedings and other papers

submitted to us, and in reliance on the aforesaid certificates and opinions and assuming compliance with the

covenants and representations in the Warrant Ordinance, we are of the opinion, as of the date hereof and under

existing law, that:

(1) The Warrants are valid and binding orders upon the Treasurer of the Municipality for the

payment of the principal thereof and interest thereon and evidence and order paid the valid general obligation

indebtedness of the Municipality.

(2) Interest on the Warrants is presently excludable from gross income for federal income taxation

pursuant to Section 103 of the Code and applicable regulations and rulings of the Commissioner of Internal

Revenue and court decisions heretofore rendered.

(3) Interest on the Warrants is exempt from present income taxation in the State of Alabama.

No opinion is expressed with respect to the tax treatment of any taxpayer under any provision or

section of the Code other than the aforesaid Section 103 as a result of the receipt of interest on the Warrants. It

should be noted, however, that, in computing federal income tax liability, (1) interest on the Warrants is

required to be included in certain alternative minimum tax calculations for corporations, (2) property and

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casualty insurance companies are required to include a portion of the tax-exempt interest on the Warrants to

offset the loan loss reserve, (3) interest on the Warrants is required to be included in the calculation of the

amount, if any, of social security benefits and certain railroad retirement benefits required to be included in

gross income and (4) interest on the Warrants is required to be included in the calculation of the amount, if

any, of passive investment income of Subchapter S corporations subject to taxation.

No assurances can be given that federal legislation will not be introduced and enacted which could

reduce, eliminate or otherwise adversely affect the exclusion of interest on the Warrants from gross income for

federal income taxation or the tax treatment of certain owners of the Warrants as a result of the receipt of such

interest. Neither the Warrants nor the Warrant Ordinance contains any provision for an increase in the rate of

interest applicable to the Warrants or for the mandatory redemption of the Warrants, in the event the interest

thereon should become includable in gross income for federal income taxation after their date of issuance.

Legislation has been introduced in Congress during recent years, which among other things, if passed, could

limit the value to certain individual taxpayers of certain deductions and exclusions, including the exclusion

from gross income of interest on tax-exempt obligations. It is unknown whether such legislation or similar

legislation incorporating similar provisions will become law. Regardless, the introduction of such legislation

may have an adverse effect on the initial offering or secondary market prices for tax-exempt obligations.

Prospective purchasers should consult their personal tax advisors with regard to the possible consequences of

receipt of interest on tax-exempt obligations.

The Municipality has covenanted that the applicable requirements of the Code will be met as long as

the Warrants are outstanding. The exclusion from gross income for federal income tax purposes of the interest

on the Warrants depends on and is subject to the accuracy of the certifications with respect to the applicable

requirements of the Code. A failure to comply with these requirements could cause interest on the Warrants to

be deemed not excludable from gross income for federal income tax purposes as of the date of issuance of the

Warrants or as of some later date.

The rights of the registered owners of the Warrants and the enforceability thereof are subject to the

exercise of judicial discretion in accordance with general principles of equity, to the valid exercise of the

constitutional powers of the United States of America and the sovereign police powers of the State of Alabama,

and to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of

creditors’ rights heretofore or hereafter enacted.

The opinion is (a) limited to matters stated herein and no opinion may be inferred beyond the matters

expressly stated, (b) given as of the date hereof and with the express understanding that we have no obligation

to advise you or any of your successors or assigns of any changes in law or fact subsequent to the date hereof,

even though such changes may affect the opinions expressed herein, (c) rendered to you solely in connection

with the subject transactions and may not be relied upon by you or by any other person for any other purpose,

and (d) rendered as an expression of our professional judgment as to the legal issues explicitly addressed

herein, by the rendering of which we do not become an insurer or guarantor of that expression of professional

judgment or of the outcome of any legal dispute that may arise with respect to any of the matters herein

contained.

Faithfully yours,

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APPENDIX B

Financial Statements of the City of Madison

for the Fiscal Year Ending September 30, 2014

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APPENDIX C

Changes in Fund Balances of

Governmental Funds for the Last 10 Years

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{BH289028.1}{BH289028.1}{BH289028.1}{BH289028.1}

9.C.1.c

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9.C.1.c

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{BH289034.1}

REFUNDING TRUST AGREEMENT

Dated March 31, 2016

By and Between


and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

This Instrument Prepared By James L. Birchall, Esq. of Jones Walker LLP, 1819 Fifth Avenue North,

Suite 1100, Birmingham, Alabama 35203

9.C.1.d

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{BH289034.1} 1

This REFUNDING TRUST AGREEMENT (the “Agreement”) is made and entered into by and

between the CITY OF MADISON, ALABAMA, an Alabama municipal corporation (the “City”) and THE

BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Escrow Agent”) as of the 31st day of

March, 2016.

Recitals

The City has heretofore issued its $12,235,000 principal amount of General Obligation School

Warrants, Series 2008, dated May 1, 2008 (the “Series 2008 Warrants”) on May 28, 2008 pursuant to an

ordinance duly adopted by the City Council the “2008 Authorizing Ordinance”), for the purposes of (1)

acquiring and constructing capital school improvements and (2) paying issuance expenses.

The City has proposed to issue its $9,535,000 principal amount of General Obligation School

Warrants, Series 2016-A, dated March 31, 2016 (the “Series 2016-A Warrants”) pursuant to an ordinance duly

adopted by the City Council on March 28, 2016 (the “2016-A Authorizing Ordinance”), for the purposes of (1)

advance refunding and redeeming a $10,330,000 principal portion (the “Refunded Series 2008 Warrants”) of

the City’s outstanding Series 2008 Warrants on March 1, 2018 and (2) paying issuance expenses.

The Series 2008 Warrants in the principal amount of $840,000 which will remain outstanding are

herein referred to as the “Remaining Series 2008 Warrants.” The Refunded Series 2008 Warrants and the

Remaining Series 2008 Warrants are more particularly identified on Exhibit A attached hereto and

incorporated herein by reference.

The Bank of New York Mellon Trust Company, N.A., is the paying agent and escrow agent for the

Series 2008 Warrants and the Series 2016-A Warrants.

Agreement

NOW, THEREFORE, in consideration of the foregoing recitals and other good valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND USE OF PHRASES

SECTION 1.1 Definitions.

(a) The terms defined in the foregoing Recitals are hereby incorporated herein by reference.

(b) The following words and phrases and others evidently intended as the equivalent thereof shall,

in the absence of clear implication herein otherwise, be given the following respective interpretations herein:

“Agreement” means this Refunding Trust Agreement.

“City” means the City of Madison, an Alabama municipality and any successor to its functions.

“Escrow Agent” means The Bank of New York Mellon Trust Company, N.A.

“Escrow Fund” means the fund created in Section 3.1 hereof.

9.C.1.d

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{BH289034.1} 2

“Verification Report” means the Verification Report attached hereto as Exhibit B and incorporated

herein by reference.

SECTION 1.2 Use of Phrases.

“Herein,” “hereby,” “hereunder,” “hereof,” “hereinbefore,” “hereinafter” and other equivalent words

refer to this Agreement as an entirety and not solely to the particular portion in which any word is used. The

definitions set forth in Section 1.1 hereof include both singular and plural. Whenever used herein, any

pronoun shall be deemed to include both singular and plural.

ARTICLE II

REPRESENTATIONS

SECTION 2.1 Representations by the City.

The City makes the following representations as the basis for the undertakings on its part herein

contained:

(a) The City has heretofore issued the Series 2008 Warrants in the original principal

amount of $12,235,000. Interest is payable on the Series 2008 Warrants on March 1 and September 1

in each year. As of this date the Series 2008 Warrants are presently outstanding in the principal

amount of $11,170,000.

(b) All principal and interest that has come due with respect to the Series 2008 Warrants

has been paid in full. The City is not now and has not heretofore been in default under the 2008

Authorizing Ordinance and no such default is imminent.

(c) The money in the Escrow Fund will be sufficient to (1) pay the interest payments on

the Refunded Series 2008 Warrants due on September 1, 2016, March 1, 2017, September 1, 2017

and March 1, 2018 and (2) advance refund and redeem all of the Refunded Series 2008 Warrants in

full on March 1, 2018.

(d) The money in the Escrow Fund will not be used to make any payment with respect to

the principal of and interest on the Remaining Series 2008 Warrants.

(e) The City has the power to enter into this Agreement pursuant to the provisions of the

laws of the State of Alabama. The execution and delivery of this Agreement on the part of the City

has been duly authorized by all necessary action.

SECTION 2.2 Representations by the Escrow Agent.

The Escrow Agent, as the basis for the undertakings on its part herein contained, represents that it has

the power to enter into this Agreement and to accept and administer the trusts created hereby and has been duly

authorized to do so by all necessary corporate action. The Escrow Agent is familiar with the terms and

conditions thereof.

9.C.1.d

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{BH289034.1} 3

SECTION 2.3 Covenant of City in Case of Deficiency in Escrow Fund.

The City covenants and agrees that if at any time the Escrow Proceeds (as defined herein) on deposit in

the Escrow Fund are insufficient to pay the principal of and interest on the Refunded Series 2005 Warrants as

provided herein, the City shall forthwith deposit into the Escrow Fund the amount of any such deficiency.

ARTICLE III

CREATION OF ESCROW FUND AND APPLICATION OF MONEY ON DEPOSIT THEREIN

SECTION 3.1 Creation of Escrow Fund.

There is hereby created a special fund to be held by the Escrow Agent for the full payment of the

Refunded Series 2008 Warrants which shall be entitled the “Escrow Fund.” The Escrow Agent shall disburse

the Escrow Proceeds (defined below) pursuant to Section 3.2 below.

SECTION 3.2 Application of Escrow Proceeds.

(a) $11,071,960.25 of the Series 2016-A Warrant proceeds shall be deposited in the Escrow Fund

established hereinabove and combined with the Series 2008 Warrant funds of $15,803.50 transferred thereto

by the Escrow Agent. The combined amount of $11,087,763.75 shall be applied to the advance refunding and

redemption of the Refunded Series 2008 Warrants on March 1, 2018 by purchasing State and Local

Government Series (SLGS) securities in the amount of $11,087,763.00 and retaining the sum of $0.75 as an

initial cash deposit.

(b) The Escrow Proceeds shall be used by the Escrow Agent to (1) pay the interest payments on

the Refunded Series 2008 Warrants due on September 1, 2016, March 1, 2017, September 1, 2017 and March

1, 2018 and (2) advance refund and redeem all of the Refunded Series 2008 Warrants in full on March 1,

2018.

(c) None of the proceeds of the Escrow Fund shall be used to make any payment with respect to

the principal of and interest on the Remaining Series 2008 Warrants.

SECTION 3.3 Use of Surplus Moneys.

When all of the Refunded Series 2008 Warrants have been paid or redeemed as provided in Section

3.2 above, the Escrow Agent shall transfer any sums remaining in the Escrow Fund to the Series 2008 Warrant

Fund for the payment of the Remaining Series 2008 Warrants.

SECTION 3.4 Advance Refunding and Redemption of Refunded Series 2008 Warrants.

The Refunded Series 2008 Warrants are hereby called for redemption on March 1, 2018 (the

“Redemption Date”) at a redemption price equal to the principal amount thereof to be redeemed plus accrued

interest thereon to the date fixed for redemption, without premium or penalty. The Escrow Agent is hereby

directed to take all action necessary to effect the redemption of the Refunded Series 2008 Warrants on the

Redemption Date. The City is not in default in the payment of the principal of or interest on any of the Series

2008 Warrants. The Escrow Agent shall give notice of redemption of the Refunded Series 2008 Warrants in

accordance with the requirements of the 2008 Authorizing Ordinance and the Book-Entry System. The Notice

shall be in substantially the following form and is hereby ratified and confirmed:

9.C.1.d

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{BH289034.1} 4

NOTICE OF REDEMPTION

NOTICE IS HEREBY GIVEN that certain of the General Obligation School Warrants, Series 2008,

dated May 1, 2008, of the City of Madison, are hereby called for redemption on March 1, 2018 and will

become due and payable on such date at a redemption price equal to the principal amount thereof plus accrued

interest to the date fixed for redemption, without premium or penalty. All such warrants should be surrendered

at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. in

Birmingham, Alabama, and no such warrants will be paid until so surrendered. All interest on such refunded

Series 2008 Warrants so called for redemption will cease to accrue after March 1, 2018, whether or not the

Series 2008 Warrants to be refunded are presented for payment.

CITY OF MADISON

By THE BANK OF NEW YORK

MELLON TRUST COMPANY, N.A.

The advance refunding and redemption of the Refunded Series 2008 Warrants shall be in accordance

with and pursuant to this Agreement and the Verification Report attached hereto. The 2008 Authorizing

Ordinance provides for no additional requirement or condition with respect to the redemption of the Refunded

Series 2008 Warrants. The Escrow Agent is hereby directed to effect redemption of the Refunded Series 2008

Warrants. The City hereby agrees it will not alter, amend, repeal or revoke this agreement calling the

Refunded Series 2008 Warrants for redemption as provided herein except for manifest error.

ARTICLE IV

CONCERNING THE ESCROW AGENT

SECTION 4.1 Fees and Expenses of Escrow Agent.

The City will pay directly to the Escrow Agent, promptly upon receipt of its statement therefor,

reasonable compensation for its services and all reasonable expenses incurred in the performance of its duties

hereunder. The Escrow Agent shall look solely to the City for the payment of its fees, compensation and

expenses as such custodian, registrar and depository. Such fees, expenses, charges and disbursements shall in

no event be payable from or constitute a lien or charge upon the Escrow Fund or any part thereof.

SECTION 4.2 Acceptance of Trusts.

The Escrow Agent accepts the trusts hereby created and agrees to perform the duties herein required of

it, subject, however, to the following conditions:

(a) It is expressly understood and agreed that the Escrow Agent’s duties and obligations

in connection with this Agreement are confined to those expressly defined herein and no additional

covenants or obligations shall be read into this Agreement against the Escrow Agent.

(b) It shall not be liable hereunder except for its noncompliance with the provisions

hereof, its willful misconduct or its gross negligence, or the breach of any warranty or the

untruthfulness of any acknowledgment or representation made herein by it, and, in particular and

without limiting the generality of the foregoing, it shall not be liable for any losses resulting from any

investment of moneys, or the conversion into cash of any investment, forming a part of the Escrow

Fund if it shall have made such investment or conversion in accordance with the provisions hereof.

Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for

9.C.1.d

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{BH289034.1} 5

special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to

lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and

regardless of the form of action.

(c) It may consult counsel on any matters connected herewith and shall not be answerable

for any action taken or failure to take any action in good faith on the written advice of counsel,

provided that its action or inaction is not contrary to any express provision hereof.

(d) It need not recognize an owner of any of the Refunded Series 2008 Warrants as such

without the satisfactory establishment of his or her title thereto.

(e) It may conclusively rely upon and shall not be answerable for any action taken in

good faith on any notice, request, consent, certificate or other paper or document which it believes to

be genuine and signed or acknowledged by the proper party.

(f) It shall be entitled to compensation for its ordinary services hereunder and shall be

entitled to reasonable extra compensation for unusual or extraordinary services or expenses incurred

by it to the extent permitted by law.

(g) It may be the owner of the Refunded Series 2008 Warrants as if not Escrow Agent

hereunder.

(h) It shall not be liable for the proper application of any moneys other than those that

may be paid to or deposited with it.

(i) All moneys received by the Escrow Agent to be held by it hereunder shall be held as

trust funds until disbursed in the manner herein provided therefor. The Escrow Agent shall not be

liable to pay or allow interest thereon or otherwise to invest any such moneys except as specifically

required herein.

(j) It shall, upon reasonable written request, advise the City and the owners of the

Refunded Series 2008 Warrants of the amounts at the time contained in the Escrow Fund and in what

such amounts are invested.

(k) It shall have the right to act through agents and attorneys.

(l) It has no obligation to use or risk its own funds.

(m) The Escrow Agent shall not be responsible or liable for any failure or delay in the

performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by

circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;

fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage;

epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or

software) or communications services; accidents; labor disputes; acts of civil or military authority or

governmental action; it being understood that the Escrow Agent shall use commercially reasonable

efforts which are consistent with accepted practices in the banking industry to resume performance as

soon as reasonably practicable under the circumstances.

9.C.1.d

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{BH289034.1} 6

SECTION 4.3 Resignation of Escrow Agent; Appointment of Successor.

The Escrow Agent, whether the original or a successor, may resign by giving 30 days written notice of

its intention so to do to the City. In the event of the resignation of the Escrow Agent, or in the event said

Escrow Agent shall fail or refuse, or become unable to perform its duties as Escrow Agent hereunder, the City

hereby obligates itself to appoint as successor a bank in the State of Alabama which shall be a member of the

Federal Deposit Insurance Corporation, qualified to serve as a depository in the State of Alabama, and having a

paid in capital, surplus and undivided profits of not less than $75,000,000. If no successor Escrow Agent shall

have been so appointed and accepted appointment within sixty (60) days of the resignation of the Escrow

Agent in the manner herein provided, the Escrow Agent may petition any court of competent jurisdiction for

the appointment of a successor Escrow Agent until a successor shall have been appointed as above provided.

All provisions of this Agreement applicable to the Escrow Agent shall apply to any successor so appointed.

SECTION 4.4 Merger of Escrow Agent.

Any corporation or association into which the Escrow Agent may be converted or merged, or with

which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a

whole or substantially as a whole, or any corporation or association resulting from such conversion, sale,

merger, consolidation or transfer to which it is a party shall be and become, ipso facto, successor Escrow Agent

hereunder and vested with all of the title to the whole property or trust estate and all the trusts, powers,

discretions, immunities, privileges and all other matters as was its predecessor, without the execution of any

instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the

contrary notwithstanding.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Third Party Beneficiaries.

The owners of the Refunded Series 2008 Warrants shall be third party beneficiaries of this Agreement.

The owners of the Refunded Series 2008 Warrants shall be entitled to enforce the provisions of this

Agreement, provided that nothing contained herein shall be construed to grant or confer a pledge of or lien on

the Escrow Fund for the benefit of the owners of the Remaining Series 2008 Warrants and the Series 2016-A

Warrants.

SECTION 5.2 Benefit and Binding Effect of This Agreement.

This Agreement shall inure to the benefit of, and shall be binding upon, the City, the Escrow Agent

and their respective successors and assigns. Except as otherwise provided in Section 5.1 hereof with respect to

the owners of the Refunded Series 2008 Warrants, the covenants and agreements herein contained are for the

sole and exclusive benefit of the parties hereto and their respective successors and assigns.

SECTION 5.3 Severability.

In the event any provision hereof shall be held invalid or unenforceable by any court of competent

jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

9.C.1.d

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{BH289034.1} 7

SECTION 5.4 Governing Law.

The terms of this Agreement shall be governed by the laws of the State of Alabama without regard to

conflict of law principles.

9.C.1.d

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{BH289034.1}

IN WITNESS WHEREOF, the City and the Escrow Agent have caused this Agreement to be executed

in their respective names, have caused their respective seals to be hereunto affixed, and have caused this

Agreement to be attested, all by their duly authorized officers, all as of the day and year first hereinabove

written.

CITY OF MADISON

By

Its Mayor

CITY SEAL

Attest:

Its City Clerk/Treasurer

THE BANK OF NEW YORK

MELLON TRUST COMPANY, N.A.

By

Its duly authorized representative

BANK SEAL

Attest:

Its duly authorized representative

9.C.1.d

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{BH289034.1}

EXHIBIT A

Identification of Refunded Series 2008 Warrants and Remaining Series 2008 Warrants

Refunded Remaining

Series 2008 Series 2008

Mar. 1 Warrants Warrants

2017 265,000

2018 285,000

2019 290,000

2020 $885,000

2021 1,220,000

2022 1,260,000

2023 1,325,000

2024 2,280,000

2025 3,360,000

Total $10,330,000 $840,000

9.C.1.d

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{BH289034.1}

EXHIBIT B

Verification Report

9.C.1.d

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{BH289221.1}

FUNDING AGREEMENT BY AND BETWEEN

THE CITY OF MADISON

AND THE CITY OF MADISON BOARD OF EDUCATION

Dated as of March 31, 2016

THIS AGREEMENT IS MADE AND ENTERED INTO by and between the CITY OF

MADISON (the “CITY”), and the CITY OF MADISON BOARD OF EDUCATION (the “BOARD

OF EDUCATION”).

R E C I T A L S

(a) This Agreement is intended to supplant and supersede the funding agreement between the parties

entered into and made effective as of December 1, 2011.

(b) Since 1993, the CITY has levied an additional eleven (11) mill ad valorem tax for school

purposes, originally levied by Resolution No. 93-144-R, which was adopted October 12, 1993

(the CITY’s “11-mill tax”), and has maintained an 11-mill school tax account into which the

proceeds of such tax have been deposited. The 11-mill tax was originally levied pursuant to

Resolution No. 93-144-R, adopted on October 12, 1993 and was most recently re-levied by

Resolution No. 2015-119-R, adopted May 11, 2015.

(c) Since 2009, the CITY has levied an additional ten and one-half (10.5) mill ad valorem tax for

school purposes in that portion of the City of Madison located within Limestone County as

authorized by Alabama Act 2007-360, an amendment to the Alabama Constitution of 1901, and

as originally levied by CITY Resolution No. 2009-106-R, adopted May 26, 2009, as amended by

Resolution No. 2009-110-R (the CITY’s “10.5-mill Limestone County tax”).

(d) The BOARD OF EDUCATION was formed by the City Council of the CITY by Resolution 97-

133-R, adopted on October 16, 1997. The BOARD OF EDUCATION assumed responsibility for

administering and operating public schools in the CITY effective July 1, 1998, under an

agreement with the Madison County Board of Education. The BOARD OF EDUCATION also

has responsibility for constructing new capital improvements to public school facilities and

BOARD OF EDUCATION offices in the CITY.

(e) The BOARD OF EDUCATION, in accordance with its Separation Agreement, dated March 11,

1998, with the Madison County Board of Education and with applicable provisions of law,

annually receives a portion of collections from a 4-mill school district ad valorem tax (the “4-mill

school tax”) and a 6.5-mill district ad valorem tax (the 6.5-mill school tax) levied in District 1 of

Madison County (all territory of Madison County outside the corporate limits of the City of

Huntsville). The portion received by the BOARD OF EDUCATION is based on collections of

said taxes on property located within the corporate limits of the CITY.

(f) From time to time since the BOARD OF EDUCATION assumed responsibility for Madison City

Schools in 1998, it has found it necessary and desirable to seek funding for capital purchases or

construction and the City, in response to requests from the BOARD OF EDUCATION, has

issued General Obligation School Warrants to assist with the financing of those capital purchases

and expenditures.

9.C.2.a

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{BH289221.1}2

(g) The following series of General Obligation School Warrants, issued by the City at the request of

the BOARD OF EDUCATION, remain outstanding:

(1) General Obligation School Warrants, Series 2008, dated May 1, 2008 (the “Series 2008

Warrants”), presently outstanding in the aggregate principal amount of $11,170,000.

(2) General Obligation School Warrants, Series 2009, dated August 1, 2009 (the “Series

2009 Warrants”), presently outstanding in the aggregate principal amount of

$50,410,000.

(3) General Obligation School Warrants, Series 2011-A, dated August 1, 2011 (the “Series

2011-A Warrants”), presently outstanding in the aggregate principal amount of

$5,050,000.

(4) General Obligation School Warrants, Series 2011-B, dated December1, 2011 (the “Series

2011-B Warrants”), presently outstanding in the aggregate principal amount of

$15,870,000.

(h) The BOARD OF EDUCATION has now found that an advance refunding of a $10,330,000

principal portion of the outstanding Series 2008 Warrants and redeeming said warrants on March

1, 2018 will result in significant savings to the BOARD OF EDUCATION and the BOARD OF

EDUCATION finds it desirable to seek issuance by the CITY of $9,535,000 General Obligation

School Warrants, Series 2016-A, dated March 31, 2016 (the “Series 2016-A Warrants”). The

$10,330,000 principal portion of the Series 2008 Warrants to be advance refunded are herein

referred to as the “Refunded Series 2008 Warrants”. A portion of the Series 2008 Warrants (the

“Remaining Series 2008 Warrants”) in the principal amount of $840,000 will remain outstanding.

(i) While the BOARD OF EDUCATION has the statutory power to borrow money and issue

warrants in order to pay the cost of constructing school facilities, purchasing land, purchasing

capital equipment and infrastructure, the CITY and the BOARD OF EDUCATION agree that at

this time, the CITY may, for various reasons, issue warrants on terms at least as advantageous as

can the BOARD OF EDUCATION. The BOARD OF EDUCATION finds that its current

interests are better served by requesting the CITY to issue General Obligation School Warrants.

The BOARD OF EDUCATION has therefore requested that the CITY issue the Series 2016-A

Warrants, for the purposes of (a) advance refunding the Refunded Series 2008 Warrants and (b)

paying issuance expenses.

(j) The CITY is willing to issue the Series 2016-A Warrants for the above-said purposes,

conditioned on an agreement by the BOARD OF EDUCATION to pay to the CITY monies

sufficient to pay the principal of and interest on the Series 2016- A Warrants, the Series 2011-B

Warrants, the Series 2011-A Warrants, the Series 2009 Warrants and the Remaining Series 2008

Warrants when due, and to pledge for purposes of such payment certain tax revenues of the

BOARD OF EDUCATION.

(k) The CITY and the BOARD OF EDUCATION entered into a Funding Agreement dated as of

May 1, 2008 in connection with the issuance of the Series 2008 Warrants, a Funding Agreement

dated as of August 1, 2009 in connection with the issuance of the Series 2009 Warrants, a

Funding Agreement dated as of August 1, 2011 in connection with the issuance of the Series

2011-A Warrants, and a Funding Agreement dated as of December 1, 2011 in connection with the

issuance of the Series 2011-B Warrants, all of which Agreements will be supplanted and

superseded by this Agreement.

NOW, THEREFORE, in consideration of the premises and agreements herein contained, the

BOARD OF EDUCATION and the CITY hereby agree as follows:

9.C.2.a

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Section 1. As made effective July 1, 1998, all proceeds of the CITY’s 11-mill tax shall be paid

over to the BOARD OF EDUCATION, as directed by the CITY. As made effective May 26, 2009, all

proceeds of the CITY’s 10.5 mill Limestone County tax shall be paid over to the BOARD OF

EDUCATION, as directed by the CITY.

Section 2. The CITY will issue its Series 2016-A Warrants in the par amount of $ $9,535,000

(less an underwriter’s discount of $ 90,582.50 and plus a net original issue premium of $1,709,149.10) for

the purposes of providing funds in the following amounts and for the following purposes:

(a) the sum of $11,071,960.25 shall be deposited in the Escrow Fund of the Refunding Trust

Agreement dated March 31, 2016 and combined with Series 2008 funds of $15,803.50

transferred thereto by the paying agent, for the Series 2008 Warrants, and shall be applied for

the advance refunding of the Refunded Series 2008 Warrants on March 1, 2018, and

(b) the sum of $81,606.35 shall be applied to payment of issuance expenses and costs..

In order to provide a fund for payment of the principal of, and the interest on, the Series 2016-A

Warrants, the CITY will create in its ordinance authorizing the issuance of the Series 2016-A Warrants a

warrant principal and interest fund (the “Series 2016-A Warrant Fund”), and it will designate and appoint

Bank of New York Mellon Trust Company, N.A., Birmingham, Alabama as custodian, paying agent and

depository therefor.

Section 3. The BOARD OF EDUCATION will, during each fiscal year, until the principal of,

and the interest on the Series 2016-A Warrants, the Series 2011-B Warrants, the Series 2011-A Warrants,

the Series 2009 Warrants, and the Remaining Series 2008 Warrants are paid in full, pay and transfer to the

banks designated by the CITY as the respective depositories of the warrant funds for each of the aforesaid

series of warrants, for the account of the CITY, sufficient revenue received by the BOARD OF

EDUCATION until there is on deposit in the warrant funds maintained for each of said series of warrants

(exclusive of any amount held therein for payment of matured but unpresented warrants) an amount equal

to the sum of the principal (or mandatory redemption amount) and the interest maturing with respect to

the aforesaid warrants of each series during such fiscal year. Said payment will be made by the BOARD

OF EDUCATION not later than the 20th day of the month preceding the date principal or interest is due

on each series of warrants.

Section 4. The proceeds to be derived by the BOARD OF EDUCATION from the CITY’s 11-

mill tax, and from its portion of the 4-mill school tax and 6.5-mill school tax hereinbefore described are

hereby irrevocably pledged and ordered segregated and set apart for the payment hereinabove required to

be made for the account of the CITY with respect to the outstanding Series 2016-A Warrants, Series

2011-B Warrants, Series 2011-A Warrants, Series 2009 Warrants and the Remaining Series 2008

Warrants, it being understood and agreed, however, that (with respect to any fiscal year) after there have

been so transferred or paid all sums hereinabove required to be paid thereto during any fiscal year, any

proceeds from the CITY’s 11-mill tax, the 4-mill district school tax and the 6.5-mill district school tax

then on hand and all thereafter received by the BOARD OF EDUCATION during the remainder of such

fiscal year may be used by the BOARD OF EDUCATION for any lawful purpose.

Section 5. This Funding Agreement shall be considered a third-party beneficiary contract, and

the holders of the Series 2016-A Warrants, Series 2011-B Warrants, the Series 2011-A Warrants, the

Series 2009 Warrants and the Remaining Series 2008 Warrants, shall be deemed to be third-party

beneficiaries of the covenants and agreements on the part of the BOARD OF EDUCATION and the

CITY contained herein as fully and completely as if said holders and insurance corporation were parties

hereto.

9.C.2.a

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{BH289221.1}4

Section 6. The provisions of this Funding Agreement shall be severable. In the event any

provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction, such

holding shall not invalidate or render unenforceable any of the remaining provisions hereof.

IN WITNESS WHEREOF, the BOARD OF EDUCATION and the CITY have caused this

Funding Agreement to be executed in their respective names, have caused their respective seals to be

hereunto affixed, have caused this Funding Agreement to be attested by their duly authorized officers in

three (3) counterparts, each of which shall be deemed an original, and have caused this Funding

Agreement to be dated as of March 31, 2016, although actually executed on behalf of the BOARD OF

EDUCATION on March 24, 2016, and on behalf of the CITY on March 28, 2016.

CITY OF MADISON

By:

Troy Trulock, Mayor

ATTEST:

_________________________________

Melanie Williard, City Clerk-Treasurer

CITY OF MADISON BOARD OF

EDUCATION

By:

Terri Johnson, President

ATTEST:

________________________

Dr. Dee Fowler, Secretary

9.C.2.a

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A RESOLUTION AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE A FUNDING AGREEMENT WITH

THE CITY OF MADISON BOARD OF EDUCATION.

BE IT HEREBY RESOLVED by the City Council of the City of Madison, Alabama, that the Mayor is authorized and directed to execute on behalf of the City a Funding Agreement with the City of Madison Board of Education, said Agreement to be substantially similar in purpose, intent, and composition to that certain document attached hereto and identified as FUNDING AGREEMENT BY AND BETWEEN THE CITY OF MADISON AND THE CITY OF MADISON BOARD OF EDUCATION and dated as of March 31, 2016, and that the City Clerk-Treasurer is hereby authorized to appropriately attest the same; and BE IT FURTHER RESOLVED that, except for the extension or cancellation of the Agreement, the Mayor or his designee shall be hereby authorized for the entire term of the Agreement to execute any and all documentation necessary to enforce and comply with the terms thereof, subject to the budgetary restrictions set forth by the Council in its duly-adopted budget for the then-current fiscal year; and

BE IT FURTHER RESOLVED that the Finance Director is hereby authorized to make the arrangements necessary to comply with the terms and conditions authorized by passage of this resolution.

READ, PASSED AND ADOPTED THIS 28th DAY OF MARCH, 2016. _________________________________ Tim Holcombe, Council President City of Madison, Alabama ATTEST: ___________________________________ Melanie A. Willard, City Clerk-Treasurer City of Madison, Alabama

APPROVED this ___________ day of March, 2016. _________________________________ Troy Trulock, Mayor City of Madison, Alabama

9.C.2.b

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{BH289221.1}4

Section 6. The provisions of this Funding Agreement shall be severable. In the event any

provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions hereof.

IN WITNESS WHEREOF, the BOARD OF EDUCATION and the CITY have caused this Funding Agreement to be executed in their respective names, have caused their respective seals to be hereunto affixed, have caused this Funding Agreement to be attested by their duly authorized officers in three (3) counterparts, each of which shall be deemed an original, and have caused this Funding Agreement to be dated as of March 31, 2016, although actually executed on behalf of the BOARD OF EDUCATION on March 24, 2016, and on behalf of the CITY on March 28, 2016.

CITY OF MADISON

By: Troy Trulock, Mayor

ATTEST: _________________________________ Melanie Williard, City Clerk-Treasurer

CITY OF MADISON BOARD OF EDUCATION

By: Terri Johnson, President

ATTEST: ______________________________ Dee O. Fowler, Superintendent and ex officio Secretary

9.C.2.c

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Ordinance 2016-64

Vacation of a Utility & Drainage Easement – Burgreen Farms, Phase I

Page 1 of 1

ORDINANCE NO. 2016-64

AN ORDINANCE VACATING A PUBLIC UTILITY AND DRAINAGE EASEMENT LYING WITHIN BURGREEN FARMS, PHASE I

BE IT HEREBY FOUND AND ORDAINED by the City Council of the City of Madison, Alabama,

as follows:

SECTION 1. That an application has been presented to the City of Madison Planning Department on behalf of Mungo Homes of Alabama requesting vacation of a public utility and drainage easement within Burgreen Farms, Phase I, to-wit:

ALL THAT PART OF SECTION 1, TOWNSHIP 4 SOUTH, RANGE 3 WEST OF THE HUNTSVILLE MERIDIAN, MADISON COUNTY, ALABAMA, MORE PARTICULARLY DESCRIBED AS BEGINNING AT A POINT LOCATED NORTH 88 DEGREES 45 MINUTES 10 SECONDS WEST, 40.00 FEET AND SOUTH 00 DEGREES 39 MINUTES 09 SECONDS WEST, 1273.96 FEET FROM THE CENTER OF SAID SECTION 1; THENCE FROM THE POINT OF BEGINNING SOUTH 00 DEGREES 39 MINUTES 09 SECONDS WEST, A DISTANCE OF 25.51 FEET TO A POINT; THENCE SOUTH 51 DEGREES 28 MINUTES 47 SECONDS WEST, A DISTANCE OF 31.75 FEET TO A POINT; THENCE NORTH 89 DEGREES 24 MINUTES 25 SECONDS WEST, A DISTANCE OF 12.13 FEET TO A POINT; THENCE NORTH 00 DEGREES 09 MINUTES 04 SECONDS EAST, A DISTANCE OF 10.07 FEET TO A POINT; THENCE SOUTH 88 DEGREES 41 MINUTES 54 SECONDS EAST, A DISTANCE OF 11.82 FEET TO A POINT; THENCE NORTH 00 DEGREES 40 MINUTES 32 SECONDS EAST, A DISTANCE OF 35.64 FEET TO A POINT; THENCE SOUTH 89 DEGREES 20 MINUTES 51 SECONDS EAST, A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.02 ACRES MORE OR LESS.

SECTION 2. That the applicant has represented to the City that Mungo Homes of Alabama is the fee simple owner of the servient estate(s) burdened by such easement. SECTION 3. That the easement requested for vacation is not presently used by the City and it is no longer needed for public or municipal purposes.

NOW, THEREFORE, BE IT HEREBY ORDAINED by the City Council of the City of Madison, Alabama, that, in accordance with the foregoing, the Mayor of the City of Madison, Alabama, is hereby authorized and directed to execute a quitclaim deed vacating the above-described public utility and drainage easement in favor of Mungo Homes of Alabama and that the City Clerk-Treasurer is hereby authorized to appropriately attest the same.

READ, PASSED, AND ADOPTED this _____ day of March, 2016. ___________________________________ Council President City of Madison, Alabama ATTEST: _______________________________________________ Melanie A. Williard, City Clerk-Treasurer City of Madison, Alabama APPROVED this _____ day of March, 2016. ___________________________________ Troy Trulock, Mayor

City of Madison, Alabama

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A RESOLUTION AUTHORIZING DEVELOPMENT AGREEMENT WITH SMART LIVING, LLC

BE IT HEREBY RESOLVED by the City Council of the City of Madison, Alabama, that the

Mayor is authorized and directed to execute on behalf of the City a Development Agreement with Smart Living, LLC, for mutually beneficial joint bridge and greenway development projects, said Agreement to be substantially similar in purpose, intent, and composition to that certain document attached hereto and identified as “Development Agreement,” and that the City Clerk-Treasurer is hereby authorized to appropriately attest the same; and BE IT FURTHER RESOLVED that, except for the extension or cancellation of the Agreement, the Mayor or his designee shall be hereby authorized for the entire term of the Agreement to execute any and all documentation necessary to enforce and comply with the terms thereof, subject to the budgetary restrictions set forth by the Council in its duly-adopted budget for the then-current fiscal year. READ, PASSED, AND ADOPTED at a regularly scheduled meeting of the City Council of the City of Madison, Alabama, on this 14th day of March, 2016. __________________________________________

Tim Holcombe, City Council President City of Madison, Alabama

ATTEST: ____________________________________________ Melanie A. Williard, City Clerk-Treasurer City of Madison, Alabama APPROVED this _____ day of March, 2016. __________________________________________ Troy Trulock, Mayor City of Madison, Alabama

12.B.1.a

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EXHIBIT B

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EXHIBIT C

SOLID WASTE COLLECTION AND DISPOSAL AGREEMENT

This SOLID WASTE COLLECTION AND DISPOSAL AGREEMENT (this “Agreement”), dated as of

_____________________________, 2016 (the “Effective Date”), is made between Madison County,

Alabama, an Alabama public corporation (“the County”), and City of Madison, Alabama, an Alabama

public corporation (“the City”).

RECITALS

A. The County collects, hauls, and disposes of household solid wastes within its unincorporated

areas.

B. Pursuant to Alabama Code § 22-27-5(a), counties are permitted to enter into mutual agreements

with municipalities to jointly or individually collect, haul, and dispose of solid wastes.

C. The City desires to engage the County to provide certain solid waste collection and disposal

services for the City, pursuant to the terms and conditions of this Agreement.

D. The County desires to provide certain solid waste collection and disposal services for the City,

pursuant to the terms and conditions of this Agreement.

E. The Parties (and their governing bodies) agree it is mutually economical and feasible for the

County to collect, haul, and/or dispose of solid wastes generated within the municipal limits of

the City, pursuant to the terms and conditions of this Agreement.

Accordingly, the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION.

1.1 Definitions. The Parties acknowledge the capitalized terms in this Agreement shall have

the meanings ascribed below and/or elsewhere in this Agreement:

(a) “Bulk/Commercial Solid Waste(s)” means any non-liquid materials or

substances that are generally discarded or rejected as being spent, useless, or worthless to the

owners at the time of such discard or rejection that does not fit within a County-provided

receptacle and/or that is discarded by a multi-family residence or an industrial, commercial or

retail enterprise, including garbage, trash, refuse, industrial and commercial waste, rubbish, ashes,

contained gaseous materials, incinerator residue, and construction and demolition waste;

provided, however, that “Bulk / Commercial Solid Waste(s)” shall not include “Household

Solid Waste(s)” and/or “Unacceptable Waste(s)”.

(b) “Customer(s)” means any Person within the City who is approved to and does

use the Services.

(c) “Loss(es)” means any loss, claim, judgment, award, liability, damage, injury,

cost, fine, penalty, or expense, including, but not limited to reasonable attorney’s fees, court

costs, litigation fees and expenses, expert witness fees, pre- or post-judgment interest, and all

other fees and costs.

(d) “Party” means the County or City, and “Parties” means the County and City.

12.C.1.a

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Solid Waste Collection and Disposal Agreement

City of Madison & Madison County

(e) “Person(s)” means natural persons, governments (and agencies or departments

thereof), quasi-public entities, corporations, partnerships, ventures, trusts, and all other forms of

organization, association, or business entity.

(f) “Rate Schedule” means the County’s current rates and rate schedule (as shown

in Exhibit A), and any future rates and rate schedules.

(g) “Service(s)” means the collecting, hauling, and/or disposing of Household Solid

Wastes by the County for the City under this Agreement.

(h) “Household Solid Waste(s)” means any nonliquid materials or substances that

are generally discarded or rejected as being spent, useless, or worthless to the owners at the time

of such discard or rejection into a County-provided receptacle, including household garbage,

trash, refuse, rubbish, ashes, and contained gaseous materials; provided, however, that

“Household Solid Waste(s)” shall not include “Commercial Solid Waste(s)” and/or

“Unacceptable Waste(s)”.

(i) “Unacceptable Waste(s)” means all or any portion of a material, substance or

Solid Waste that is not acceptable waste and/or is a hazardous waste, including sewage sludge,

livestock and poultry wastes, herbicides, pesticides, gaseous products and their containers (except

household types), motor vehicles and their parts, boats and their parts, utility trailers,

pharmaceutical products (other than those for normal household use), pathological wastes and

wastes controlled by other federal, state or local governmental entities.

1.2 Construction and Interpretation. The Parties hereby acknowledge this Agreement

shall be construed and interpreted as follows:

(a) This Agreement shall be construed neutrally and shall not be construed against

any Party.

(b) The paragraph headings contained in this Agreement are inserted for convenience

only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) If any provision of this Agreement is held to be unenforceable for any reason, it

shall be revised rather than voided, if possible, in order to achieve the intent of the Parties to this

Agreement to the extent possible.

(d) Where the context makes it appropriate, each singular word shall include its

plural, and each plural word shall include its singular.

(e) Unless the context otherwise requires, the conjunction “or” shall be understood

in its inclusive sense (and/or).

(f) The words “include,” “includes” and “including” shall be deemed as being an

illustration or for emphasis only and shall not to be construed so as to limit the generality of any

words preceding them.

(g) The words “other” and “otherwise” shall not to be construed as being limited by

any words preceding them.

12.C.1.a

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(h) Unless otherwise specified, “section(s)” and “exhibit(s)” referred to in this

Agreement shall be the sections of and exhibits to this Agreement.

(i) The words “writing” and “written” shall not include electronic mail or any other

communication in electronic form, other than facsimile.

2. SERVICES. Subject to the City’s compliance with its obligations under this Agreement (including

its payment obligations contained in section 3), the County hereby agrees to provide the Services within

the municipal limits of the City—both in the County and in Limestone County, Alabama. The County

will also provide Customers, at its expense, an approved receptacle for the discard of Household Solid

Wastes. The County shall not be responsible for collecting, hauling, and/or disposing of Bulk /

Commercial Solid Wastes and/or Unacceptable Wastes. All Bulk / Commercial Solid Wastes shall be the

sole responsibility of the City and/or its duly authorized contractor.

3. PAYMENT AND RATE SCHEDULE. The City shall pay for Services consistent with the Rate

Schedule within thirty (30) days of the invoice date for the prior month’s Services. A finance charge of

twelve percent (12%) per annum shall accrue on each and every unpaid invoice and shall continue to

accrue until such invoice is fully paid. The City hereby acknowledges and agrees that the County may, at

any time and within its sole discretion, modify, supplement, change and/or increase its rates for Services,

rate structure, Rate Schedule and other costs, fees, or charges associated with the Services as long as all

such changes are also being applied in the same amount and manner to all other County garbage

customers. The City shall, and hereby agrees to, take any and all actions necessary to make its rates for

collecting, hauling, and/or disposing of Household Solid Wastes consistent with the Rate Schedule,

including making the Rate Schedule binding upon the Customers, providing any and all requisite notices,

and obtaining all required consents for the County to provide the Services.

4. TITLE TO HOUSEHOLD SOLID WASTES AND UNACCEPTABLE WASTE. All right, title, and

interest in and to Household Solid Wastes obtained by provision of the Services shall pass to the County

when placed in or upon the County’s collection vehicle; provided, however, that no right, title, or interest

in and to Unacceptable Waste shall ever pass to the County. The Customer shall retain all right, title, and

interest in and to Unacceptable Waste. The County may refuse to collect the entire receptacle, container,

bag, or bundle of Household Solid Waste if all or any portion contains Unacceptable Waste. If the

County inadvertently collects Unacceptable Waste, then it will notify the City, which shall be financially

responsible for the proper disposal and remediation costs associated with such Unacceptable Waste. The

City hereby releases the County from any and all Losses concerning, relating to, and/or associated with

collecting, hauling, disposing of, and/or remediating the effects of Unacceptable Waste.

5. TERM, SUSPENSION, AND TERMINATION.

5.1 Initial Term. This Agreement shall be in effect from the Effective Date for a period of

three (3) years, unless it is terminated in accordance with this section 5.

5.2 Option Periods. At the City’s option, this Agreement may be extended for two (2)

twelve (12) month terms for a maximum term of sixty (60) months.

5.3 Suspension and Termination for Breach. The County may immediately suspend

Services, and subsequently terminate this Agreement for cause by giving ten (10) days written

notice of such termination, to the City in the event that: (i) the City fails to timely pay the County;

(ii) the City breaches or defaults under any other provision of this Agreement; or (iii) the City

fails to satisfactorily resolve problems with Unacceptable Waste. Upon giving its notice of

12.C.1.a

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termination, the County may take such other action as may be consistent with the termination of

the business relationship.

5.4 Termination without Cause. Either Party shall have the right at any time, by giving

sixty (60) days written notice to the other Party, to terminate this Agreement without cause.

5.5 Termination by Health Officer. If this Agreement fails to be in the best interest of the

health, safety, and welfare of the Customers, the appropriate state health officer shall have the

right, by giving thirty (30) days written notice to the Parties, to terminate this Agreement

consistent with Alabama Code § 22-27-5(a).

5.6 Survival of Payment Obligation. All amounts payable by the City to the County shall

survive termination and become immediately due and payable, regardless of the manner of

termination.

6. INDEMNIFICATION.

6.1 Indemnification by the County. The County shall indemnify and hold the City

harmless from and against any Losses finally awarded in connection with any claim, suit,

demand, action, cause of action or other proceeding brought by another Person arising from,

based on, or relating in any way to (a) the County’s breach of or default under any provision of

this Agreement; or (b) the County’s negligent and/or willful misconduct or unlawful acts in

performing its obligations pursuant to this Agreement; provided, however, that the County shall

not be obligated to indemnify or hold the City harmless unless the City promptly notifies the

County in writing of the claim, suit, demand, action, cause of action or other proceeding, allows

the County to control the defense and participate in the settlement of such claim, suit, demand,

action, cause of action or other proceeding, and cooperates with the County in the defense of the

claim, suit, demand, action, cause of action or other proceeding or in any related settlement

negotiations.

6.2 Indemnification by the City. The City shall indemnify and hold the County harmless

from and against any Losses finally awarded in connection with any claim, suit, demand, action,

cause of action or other proceeding brought by another Person arising from, based on, or relating

in any way to the City’s breach of or default under any provision of this Agreement or the City’s

negligent and/or willful misconduct or unlawful acts in performing its obligations pursuant to this

Agreement. Provided, however, that the City shall not be obligated to indemnify or hold the

County harmless unless the County promptly notifies the City in writing of the claim, suit,

demand, action, cause of action or other proceeding, allows the City to control the defense and

participate in the settlement of such claim, suit, demand, action, cause of action or other

proceeding, and cooperates with the City in the defense of the claim, suit, demand, action, cause

of action or other proceeding or in any related settlement negotiations.

7. DISCLAIMER AND EXCLUSION OF WARRANTIES.

7.1 General Disclaimer and Exclusion of Warranties. THE CITY ACKNOWLEDGES

THAT THE SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED ON AN

“AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHETHER

EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF

PERFORMANCE, TIMELINESS, AVAILABILITY, THIRD-PARTY RIGHTS,

SATISFACTORY QUALITY, UNINTERRUPTION, SUFFICIENCY OR AGAINST

INTERFERENCE WITH ANY PERSON’S ENJOYMENT OF THE SERVICES; NOR ARE

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THERE ANY WARRANTIES CREATED BY THE COURSE OF DEALING, COURSE OF

PERFORMANCE, OR TRADE USAGE. THE CITY ACKNOWLEDGES THAT NO ORAL

OR WRITTEN REPRESENTATION, STATEMENT, OR INFORMATION PROVIDED BY

THE COUNTY BEFORE, DURING, OR AFTER THE EFFECTIVE DATE WILL CREATE A

WARRANTY.

7.2 The disclaimers and exclusions contained in section 7.1 of this Agreement are an

essential part of this Agreement and formed the basis for determining the terms and conditions of

this Agreement.

8. GENERAL TERMS.

8.1 Governing Law. This Agreement shall be governed by and construed in accordance

with the laws of the State of Alabama.

8.2 Dispute Resolution. The Parties expressly agree that any controversy, claim, suit,

demand, action, cause of action, or other proceedings arising from, based on, or relating in any

way to this Agreement, including, the existence, validity, interpretation, performance, breach or

termination of this Agreement, the Services, or the Parties’ business relationship shall be brought

and decided solely and exclusive in a court of competent jurisdiction located in or embraced by

Madison County, Alabama, and nowhere else. The City hereby expressly waives any rights or

defenses within any other jurisdiction to require that a civil action regarding this Agreement, the

Services, or the Parties’ business relationship take place elsewhere. The City hereby waives any

objection on grounds of forum non conveniens, venue, or personal jurisdiction to proceeding

solely and exclusively in the above-referenced courts.

8.3 Independent Contractors. The County’s and the City’s relationship is solely that of

independent seller of services and buyer of services, respectively. Except as otherwise provided

in this Agreement, neither Party has the express or implied authority to assume or create any

obligation on the other Party’s behalf, and shall disclaim any such authority whenever necessary

to avoid confusion. In no case shall a Party or any other Person subject to its control, if any, be

deemed the other Party’s agent or representative, nor shall a Party or any other Person subject to

its control, if any, have the right to conclude any contract or commitment in the other Party’s

name, or to make any representation, guarantee, or warranty on behalf of the other Party to any

other Person. Nothing in this Agreement shall be construed to create any association, partnership,

or joint venture between the Parties.

8.4 Assignment. Neither Party is permitted to assign, delegate, or transfer, by operation of

law or otherwise, this Agreement, nor any rights or duties created by this Agreement, without the

prior written consent of the other Party. Any attempted assignment, delegation, or transfer of this

Agreement without such written consent shall be void and of no effect. The provisions of this

Agreement shall be binding upon and inure to the benefit of the Parties, their successors and

permitted assigns.

8.5 Force Majeure and Excusable Delays. Any delay or nonperformance of any provision

of this Agreement caused by conditions beyond the reasonable control of either Party (not

including the obligations in section 3) shall not constitute a breach of this Agreement and that

Party shall not be liable for any act or omission due to such conditions. The County’s time for

performance shall be deemed to be extended for a period equal to the duration of the conditions

beyond its control. The City acknowledges that conditions beyond the County’s reasonable

control include, but are not limited to unavailability of or inability to secure labor or materials,

12.C.1.a

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defaults by the County’s consultants, vendors, suppliers or service providers, failure of the City or

Customers to provide information or materials, failure of the City or Customers to provide access,

delays based on the City’s and/or its Customers’ negligent or unreasonable acts or omissions,

natural disasters (such as fire, flood, earthquake, hurricane, tornado, and wind), accidents, acts of

or actions by any government or governmental agency after the Effective Date of the Agreement,

quarantine restrictions, power failure, acts of God or the public enemy, labor disputes or

shortages, strikes, transportation embargoes, riots, war, rebellion, insurrection, sabotage,

epidemics, judicial actions or orders, and such events of force majeure affecting the County’s

ability to provide the Services.

8.6 Third Party Rights. Nothing in this Agreement shall be construed as giving any Person

(including one or more Customers), other than the Parties, any right, remedy, or claim under or in

respect of this Agreement or any provision of this Agreement.

8.7 Notices. Any required or permitted notice to be given under this Agreement shall be

given in writing and delivered either in hand with receipt obtained, by certified mail, return

receipt requested, postage pre-paid, or by Federal Express or other recognized overnight delivery

service, all delivery charges pre-paid, and addressed or facsimile (with confirmation of delivery):

If to County:

Madison County Commission

100 Northside Square

7th Floor

Huntsville, Alabama 35801

If to the City:

City of Madison, Alabama

Public Works Department

100 Hughes Road


With a copy to:

Madison County Attorney

100 Northside Square

7th Floor

Huntsville, Alabama 35801

With a copy to:

City Attorney

City of Madison Legal Department

100 Hughes Road


8.8 Severability. If any provision of this Agreement is declared void, invalid, or illegal, or

unenforceable by a court of competent jurisdiction, then the validity or legality of all other

provisions of the Agreement shall continue in full force and effect.

8.9 Survival. The Parties hereby acknowledge and represent that they have read this

Agreement, understand it, and agree to be bound by its terms. The Parties further hereby

acknowledge and represent that this Agreement (and exhibits thereto), future Rate Schedules, and

invoices from the County constitute the complete and exclusive agreement between the Parties.

The Parties hereby acknowledge and represent that the provisions of sections 3, 5.6 and 6-8, as

may be amended or modified from time to time, shall survive termination or expiration of this

Agreement.

8.10 Modification and Waiver. Any failure of either Party to enforce, at any time or for any

period of time, any provision of this Agreement, shall not constitute a waiver of such provision or

in any way affect the validity of this Agreement. Except as otherwise provided in this

Agreement, no change, modification, waiver, amendment, or supplementation will be effective

unless assented to in writing by the Party to be charged, and any explicit, written waiver of a

breach or default shall not constitute a waiver of any other right under this Agreement or any

subsequent breach or default.

12.C.1.a

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8.11 Warranty of Authority. The Parties, and the signatory for each Party, hereby

acknowledge, represent, and warrant that each of them has the right and authority to execute this

Agreement on behalf of that Party and the Party’s governing body.

8.12 Counterparts. This Agreement may be executed in as many counterparts as may be

required, each of which, when delivered, is an original, but all of which taken together constitute

one and the same instrument. This Agreement may be executed by facsimile and the facsimile

execution pages will be binding upon the executing Parties to the same extent as the original

executed pages. The executing Party shall provide originals of the facsimile-executed pages for

insertion into the Agreement in place of the facsimile pages.

8.13 Exhibits and Referenced Documents. All exhibits, invoices, and other documents (or

portions of other documents as the case might be) referred to in this Agreement are incorporated

by this reference.

8.14 Complete Agreement. This Agreement with its exhibits and other documents or

portions of documents contains the Parties’ entire agreement and supersedes all prior

communications, representations, understandings, or agreements, oral or written, regarding its

subject matter.

The undersigned hereby declare that the terms of this Agreement have been completely read and are fully

understood and voluntarily accepted by the Parties, after consultation with legal counsel of their choosing,

on the date first identified on page 1 of this Agreement.

[SIGNATURES AND NOTARIES ON NEXT PAGE]

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CITY OF MADISON, ALABAMA,

a municipal corporation

_______________________________________

Troy Trulock, Mayor

ATTEST:

_______________________________________

Melanie A. Williard, City Clerk-Treasurer

STATE OF ALABAMA )

)

COUNTY OF MADISON )

I, the undersigned a Notary Public in and for said county in said state, hereby certify that Troy

Trulock and Melanie A. Williard, in their respective capacities as Mayor and City Clerk-Treasurer of the

City of Madison, Alabama, and who are known to me, acknowledged before me on this day that, being

informed of the contents of the foregoing Agreement, they each have executed the same voluntarily and

as the act for said municipal corporation.

Given under my hand and official seal this ____ day of ________________, 2016.

_______________________________________

Notary Public

My commission expires: __________________

MADISON COUNTY COMMISSION

_______________________________________

By: Dale Strong

Its: Chairman

STATE OF ALABAMA )

)

COUNTY OF MADISON )

I, the undersigned a Notary Public in and for said county in said state, hereby certify that Dale Strong, the

Chairman of the Madison County Commission, who is known to me, acknowledged before me on this

day that, being informed of the contents of the foregoing Agreement, he executed the same voluntarily as

the act for said public corporation.

Given under my hand and official seal this ____ day of ________________, 2016.

_______________________________________

Notary Public

My commission expires: __________________

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EXHIBIT A

Rate Schedule

(as of Effective Date)

Amount Description

$8.00 1 residential cart, reduced rate (subject to qualification)

$13.50 1 residential cart

$18.50 2 residential carts

$23.50 3 residential carts

$45.00 Commercial (up to 3 carts)

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A RESOLUTION AUTHORIZING AGREEMENT WITH MADISON COUNTY FOR COLLECTION AND DISPOSAL OF SOLID WASTE

BE IT HEREBY RESOLVED by the City Council of the City of Madison, Alabama, that the

Mayor is authorized and directed to execute on behalf of the City an agreement with Madison County, Alabama, an Alabama public corporation, for the collection and disposal of household solid wastes from all residences within the city limits of Madison, said document to be substantially similar in purpose, intent, and composition to that certain document attached hereto and identified as “Solid Waste Collection and Disposal Agreement,” and that the City Clerk-Treasurer is hereby authorized to appropriately attest the same; and BE IT FURTHER RESOLVED that, except for the extension or cancellation of the relationship established by such acceptance and execution, the Mayor or his designee shall be hereby authorized for the entire term of the Agreement to execute any and all documentation necessary to enforce and comply with the terms thereof, subject to the budgetary restrictions set forth by the Council in its duly-adopted budget for the then-current fiscal year; and BE IT FURTHER RESOLVED that, upon request and notification from the appropriate department that the services precedent to payment have been satisfied, the Finance Director is hereby authorized to forward payment to Madison County, Alabama, in the amount(s) and manner authorized by the agreement contemplated by passage of this resolution. READ, PASSED, AND ADOPTED at a regularly scheduled meeting of the City Council of the City of Madison, Alabama, on this 28th day of March, 2016.

READ, APPROVED, and ADOPTED this 28th day of March, 2016. _________________________________

Tim Holcombe, Council President City of Madison, Alabama

ATTEST: ___________________________________________ Melanie A. Williard, City Clerk-Treasurer City of Madison, Alabama

APPROVED this _____ day of March, 2016.

_________________________________ Troy Trulock, Mayor City of Madison, Alabama

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A RESOLUTION AUTHORIZING SUPPORT SERVICES AGREEMENT WITH THE CITY OF MADISON REDEVELOPMENT AUTHORITY

WHEREAS, the City of Madison, Alabama, authorized formation of the City of Madison

Redevelopment Authority by Resolution No. 2015-122-R, on May 28, 2015; and WHEREAS, the City of Madison Redevelopment Authority was duly incorporated in

accordance with the provisions of Section 11-54A-5 of the Code of Alabama (1975), as amended, by filing with the office of the judge of probate of Madison County a copy of its Certificate of Incorporation on June 2, 2015; and

WHEREAS, pursuant to Section 11-54A-22 of the Code of Alabama (1975), as amended, for

the purpose of effecting a city’s revitalization and redevelopment, a municipality may, upon such terms and with or without consideration as it may determine: (1) lend or donate money to or perform services for the benefit of an authority, (2) donate, sell, convey, transfer, lease, or grant to an authority, without the necessity of authorization at any election of qualified voters, any property of any kind, any interest therein, and any franchise; and (3) do any and all things, whether or not specifically authorized by Title 11, Chapter 54A of the Code of Alabama, as amended, and not otherwise prohibited by law, that are necessary or convenient in connection with aiding and cooperating with an authority in its efforts to revitalize and redevelop the central business district of the city; and

WHEREAS, pursuant to Section 11-54A-9(15) of the Code of Alabama (1975), as amended,

the Authority may contract for any period with the State of Alabama, state institutions, or any city, town, municipality, or county of the state for the use by the authority of any facilities or services of the state or any such state institution, city, town, municipality, or county, or for the use by any state institution or any city, town, municipality, or county of any facilities or services of the authority, provided such contracts shall deal with such activities and transactions as the authority and any such political subdivision with which the authority contracts are by law authorized to undertake;

NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of Madison,

Alabama, that the Mayor is authorized and directed to execute on behalf of the City an Agreement of Support with the City of Madison Redevelopment Authority, a public corporation and instrumentality under the laws of the State of Alabama, for the provision of support services, said Agreement to be substantially similar in purpose, intent, and composition to that certain document attached hereto and identified as “Agreement of Support,” and that the City Clerk-Treasurer is hereby authorized to appropriately attest the same; and BE IT FURTHER RESOLVED that, except for the extension or cancellation of the Agreement, the Mayor or his designee shall be hereby authorized for the entire term of the Agreement to execute any and all documentation necessary to enforce and comply with the terms thereof, subject to the budgetary restrictions set forth by the Council in its duly-adopted budget for the then-current fiscal year.

12.C.3.a

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READ, PASSED, AND ADOPTED at a regularly scheduled meeting of the City Council of the City of Madison, Alabama, on this 28th day of March, 2016. __________________________________________

Tim Holcombe, City Council President City of Madison, Alabama

ATTEST: _______________________________________ Melanie A. Williard, City Clerk-Treasurer City of Madison, Alabama APPROVED this 28th day of March, 2016. __________________________________________ Troy Trulock, Mayor City of Madison, Alabama

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Ordinance No. 2016-45 Page 1 of 1

ORDINANCE NO. 2016-45

AN ORDINANCE OF THE CITY OF MADISON, ALABAMA ESTABLISHING THE USE OF ELECTRONIC VOTE COUNTING DEVICES FOR MUNICIPAL ELECTIONS

WHEREAS, Chapter 7 of Title 17 of the Alabama Code of 1975, and the regulations adopted pursuant thereto by the Alabama Electronic Voting Committee, provide for the use of Electronic Vote Counting Systems; and WHEREAS, Section 17-7-21 of the Code of Alabama 1975 provides that a municipality may, in its discretion, by adoption of an appropriate ordinance, authorize, adopt and direct the use of electronic vote counting systems for use in all elections held in such municipality. NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Madison that for all elections held subsequent to the passage of this ordinance, the use of the DS200 Precinct Scanner & Tabulator and the AutoMark, both systems which comply with Section 17-7-21 of the Code of Alabama and any regulations adopted pursuant thereto, is hereby authorized for the reporting, counting, and tabulating of any and all election results. BE IT ALSO ORDAINED, by the City Council of the City of Madison that should Madison County, Alabama in the future change the electronic vote counting systems being used for elections conducted by the County, that the City of Madison will use the electronic vote counting systems being used by Madison County, Alabama as long as they are compliant with Section 17-7-21 of the Code of Alabama. BE IT FURTHER ORDAINED, that the Mayor of the City of Madison is hereby directed to file a copy of this Ordinance with the Secretary of State as provided in Section 17-7-21 of the Code of Alabama 1975. READ, APPROVED AND ADOPTED THIS ___________ DAY OF MARCH, 2016.

____________________________________ Tim Holcombe, Council President Madison City Council

ATTEST: ________________________________________ Melanie A. Williard, City Clerk-Treasurer APPROVED this _______________ day of March, 2016.

____________________________________ Troy Trulock, Mayor

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