RESOLUTION APPROVING AN AMENDMENT TO DESIGN-BUILD AGREEMENT FOR THE SPECIALIZED MEN'S PRISON FACILITY Mareh 15, 2023, WHEREAS, the State of Alabama is implementing a prison modernization plan in a phased approach that would replace existing bed space in Alabama Department of Corrections (the “ADOC”) facilities through the construction of a new men’s prison facility (the “Specialized Men’s Prison Facility”) ‘on state-owned land in Elmore County; WIIEREAS, the Specialized Men’s Prison Facility is described more particularly in Act 2021-546 ofthe First Extraordinary Session of the 2021 Alabama Legislature (“Act 2021-546”), and capitalized terms not otherwise defined herein shall have the meaning assigned in Act 2021-546 or the Specialized Facility ‘Design-Build Agreement (defined below) unless a different meaning clearly appears from the context; WHEREAS, the Alebama Corrections Institution Finance Authority (the “Authority”) has been authorized to construct the Specialized Men’s Prison Facility and lease such Specialized Men’s Prison Facility to the ADOC pursuant to a lease agreement between the Authority and the ADOC (the “Lease”; WHEREAS, in accordance with a resolution adopted by the Authority on March 16, 2022 (the “March 2022 Resolution”), the Authority entered into a Design-Build Agreement with Caddell Construction Co,, LLC (“Caddell”) to build the Specialized Men’s Prison Fecilty (the “Specialized Facility Design-Build Agreement”) on April 15, 2022; WHEREAS, Caddell and the ADOC, on behalf of the Authority, have proceeded under the Specialized Facility Design-Build Agreement to progress design, certain work packages, and the development of a final guaranteed maximum price (FGMP) for the Specialized Facility Design-Build Agreement; WHEREAS, Caddell has proposed, and the ADOC, on behalf of the Authority, has approved, certain work packages and authorized the same for construction prior to the date hereof (the “Existing Work Packages”); WHEREAS, the ADOC anticipates that certain additional proposed! work packages necessary to progress the Specialized Men’s Prison Facility (the “Additional Work Packages”) are fortheoming from Caddell, and that it is in the best interests of the State of Alabama for ADOC to have the ability to approve ‘and authorize for construction some or all of the Additional Work Packages before a FGMP for the Specialized Facility Design-Build Agreement can be reached; WHEREAS, due to circumstances beyond the control of the Authority or ADOC, and which could not have been reasonably anticipated, the combined cost for the Existing Work Packages and the Additional Work Packages exceeds the maximum initial guaranteed maximum price (“IGMP”) that was approved by the Authority in the March 2022 Resolution, which amount is also the IGMP set forth in the Specialized Facility Design-Build Agreement; and further that the Final Completion Date for the Specialized Men's Prison Facility is expected to exceed that provided for in the Specialized Facility Design-Build Agreement; WHEREAS, in order to increase the IGMP and to extend the expected Final Completion Date, (Caddell has requested that, and upon advice of the ADOC the Authority has found i to be in the best interest of the State of Alabama that, the Authotity and Caddell to enter into a first amendment to the Specialized Facility Design-Build Agreement (the “First Amendment”) in order to, among other things, increase the IGMP and Design Phase Sum and extend the Expected Final Completion Date; and osrese3WHEREAS, in order to enhance flexibility in the timing of the execution of the First Amendment, it is desizable for the governing body of the Authority to establish certain parameters that will govern the ‘execution of the First Amendment and to delegate to the President of the Authority the power to approve the final terms of the First Amendment, subject to the parameters established herein, and, accordingly, it is in the best interests of the Authority for the President of the Authority to be authorized and directed to execute such First Amendment once itis so approved. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AUTHORITY, as follows: 1. The President of the Authority is hereby authorized and directed to execute and deliver the First Amendment for and in the name and behalf of the Authority. ‘The First Amendment shall be in such form as the President, acting with the advice and recommendation of the Vice President and Secretary of the Authority and the employees of and advisors to the Authority and the ADOC, shall determine to be necessary o desirable in order to consummate the transactions authorized by this resolution, the determination of the definitive form ofthe First Amendment by the President to be conclusively established by her execution of the same. Notwithstanding the foregoing provisions of this paragraph, the President shall not execute and deliver the First Amendment unless (a) the Initial Guaranteed Maximum Price does not exceed $975,000,000; (b) the Design Phase Sum does not exceed $46,000,000; and (c) the expected Initial Final Completion Date is no later than 1,506 days following the Notice to Proceed with Design Phase Work issued by the Authority. ‘The President’s execution and delivery of the First Amendment shall constitute her approval as President of the Authority of the final terms of the First Amendment. ‘To the extent reasonably practicable, the substantially final First Amendment shall be presented to the members of the Authority as information prior to its execution by the President of the Authority. 2. The Authority ratifies the actions heretofore taken on its behalf by the ADOC in administering and negotiating the Specialized Facility Design-Build Agreement, including without limitation the approval and authorization to proceed with construction of the Existing Work Packages. 3. The President or the Secretary of the Authority are each hereby authorized and directed to ‘execute and doliver any other documents related to the execution of the First Amendment to which the Authority will be a party, including without limitation ()) any Intergovernmental Agreements by and among, the Authority, the ADOC and the Department of Finance Division of Construction Management, (i) any amendments within the parameters ofthis resolution and (ii) any terminations of the Specialized Facility Design-Build Agreement, as amended by tho First Amendment, prior to execution of e final guaranteed maximum price, ‘The Secretary of the Authority is hereby authorized and directed to affix the corporate seal of the Authority to such instruments and to attest the same. 4, The officers of the Authority and any person or persons designated and authorized by any officer of the Authority to act in the name and on behalf of the Authority, or any one ot more of them, are authorized to do and perform or cause to be done and performed in the name and on behalf of the Authority such other acts, to pay or cause to be paid on behalf of the Authority such related costs and expenses, and to execute and deliver ot cause to be executed and delivered in the name and on behalf of the Authority such other notices, requests, demands, directions, consents, approvals, orders, applications, certificates, agreements, amendments, further assurances, or other instruments or communications, under the corporate seal of the Authority, or otherwise, as they or any of them may deem necessary, advisable, or appropriate in order to (a) administer the Specialized Facility Design-Build Agreement, as amended by the First ‘Amendment, and (b) carry into effect the intent of the provisions of this resolution and the Specialized Facility Design-Build Agreement, as amended by the First Amendment. 5, Notwithstanding the above, the Authority will have final approval of the amount of the FGMP if such amount exceeds the amount of the IGMP. oorsareas6. _Eachact of any officer of the Authority or any person or persons designated and authorized to act by any officer of the Authority, which act would have been authorized by the foregoing provisions of this resolution except that such action was taken prior to the adoption ofthis resolution, is hereby ratified, confirmed, approved and adopted, oorea7e3.5