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AGENCY AGREEMENT THIS AGENCY AGREEMENT, effective , 2009, is executed by and between the CABARRUS COUNTY BOARD OF EDUCATION (the "Board"), and the COUNTY OF CABARRUS, NORTH CAROLINA, a political subdivision duly organized and existing under WITNESSETH: and by virtue of the Constitution and laws of the State of North Carolina (the "County"); WHEREAS, the County has leased to the Board property located in Cabarrus County for the purpose of constructing and operating a middle school (the "Facilities") and more particularly described in Exhibit A hereto (the "Site"), together with any additions, modifications, attachments, replacements and parts thereof (the "Project"); and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Agency Agreement do exist, have happened and have been performed, in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Agency Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: Section I. Board to Act as Agent of the County. The County hereby irrevocably appoints the Board as its agent in connection with the construction and other accomplishment of the Project. The Board, as the agent of the County for the foregoing purpose, shall cause the Facilities to be completed on or before the date or dates set forth in the respective construction documents and otherwise in accordance with the respective construction documents and any applicable requirements of governmental authorities and law. The County and the Board agree that all amounts received by either of them as refunds of State of North Carolina sales tax with respect to expenditures made in connection with the Project will be deposited in the Acquisition and Construction Fund. To the extent permitted by law, the Board shall indemnify and save the County harmless against and from all claims by or on behalf of any person, firm, corporation or other legal entity arising from the construction and other accomplishment of the Project; but the Board is not obligated to pay the Installment Payments under the Installment Agreement or to indemnify any party to the: Installment Agreement for any third-party claims asserted against any such party relating to the payment of such Installment Payments. The Board shall be notified promptly by the County of any action or proceeding brought in connection with any such claims arising from the construction and other accomplishment of the Project. Item# 7 Attachment number 3 F - 5 Page 132 of 253