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Agenda 2014 04-21
AGENDA APRIL 21, 2014 NEW HANOVER COUNTY BOARD OF COMMISSIONERS Assembly Room, New Hanover County Historic Courthouse 24 North Third Street, Room 301 Wilmington, NC WOODY WHITE, CHAIRMAN - BETH DAWSON, VICE -CHAIR JONATHAN BARFIELD, JR., COMMISSIONER - BRIAN M. BERGER, COMMISSIONER - THOMAS WOLFE, COMMISSIONER CHRIS COUDRIET. COUNTY MANAGER - WANDA COPLEY. COUNTY ATTORNEY - SHEILA SCHULT. CLERK TO THE BOARD 9:00 AM MEETING CALLED TO ORDER (Chairman Woody White) MOMENT OF SILENCE (Chairman Woody White) PLEDGE OF ALLEGIANCE (Commissioner Jonathan Barfield, Jr.) APPROVAL OF CONSENT AGENDA CONSENT AGENDA ITEMS OF BUSINESS 1. Approval of Minutes 2. Adoption of a Resolution Supporting HR1288 "WWII Merchant Mariners Service Act" 3. Approval of an Application for the Waiver of Landfill Tipping Fees for the American Cancer Society's Relay for Life Event being held at Ashley High School on April 25, 2014 4. Adoption of Resolution Approving a Contract and a Deed of Trust and the Delivery Thereof and Providing Other Matters 5. Approval of Seven Donations for Accession into the Museum's Permanent Collection 6. Approval of 38 Items to be Deaccessioned from the Museum Collection 7. Approval of March 2014 Tax Collection Reports 8. Adoption of Budget Amendments ESTIMATED MINUTES REGULAR AGENDA ITEMS OF BUSINESS 20 9. Presentation of Services Awards to Retirees and Employees 5 10. Consideration of Proclamation to Recognize April 25, 2014 as Stand Against Racism Day in New Hanover County 5 11. Consideration of Travel and Tourism Week Proclamation 10 12. New Hanover Soil and Water Conservation District Annual Update 10 13. New Hanover County Airport Authority Annual Update 15 14. Update on Community Conversations about Gun /Gang Violence Board of Commissioners - April 21, 2014 10 15. Consideration of a Resolution to Award a Contract to Interim HealthCare of the Eastern Carolinas, Inc. to Provide In -Home Aide Services for the County's Senior Resource Center 5 16. Consideration of Amendment to Inspection Fee Schedule to Account for Disproportionate Charges for Trade Permits and Inspections in the Beach Communities 5 17. Committee Appointments PUBLIC COMMENTS ON NON - AGENDA ITEMS (limit three minutes) ESTIMATED ADDITIONAL AGENDA ITEMS OF BUSINESS MINUTES County Manager County Commissioners Clerk to the Board County Attorney 19. ADJOURN Note: Minutes listed for each item are estimated, and if a preceding item takes less time, the Board will move forward until the agenda is completed. Mission New Hanover County is committed to progressive public policy, superior service, courteous contact, judicious exercise of authority, and sound fiscal management to meet the needs and concerns of our citizens today and tomorrow. Vision A vibrant prosperous, diverse coastal community, committed to building a sustainable future for generations to come. Core Values Integrity - Accountability - Professionalism - Innovation - Stewardship Board of Commissioners - April 21, 2014 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 CONSENT DEPARTMENT: PRESENTER(S): Chairman White CONTACT(S): Sheila L. Schult, Clerk to the Board SUBJECT Approval of Minutes BRIEF SUMMARY: Approve minutes from the following meetings: Special Meeting held on April 2, 2014 Agenda Review Meeting held on April 3, 2014 Regular Meeting held on April 7, 2014 STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Approve minutes. COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 CONSENT DEPARTMENT: County Manager PRESENTER(S): Tim Burgess, Assistant County Manager CONTACT(S): Tim Burgess, Assistant County Manager SUBJECT Adoption of a Resolution Supporting HR1288 "WWII Merchant Mariners Service Act" BRIEF SUMMARY: A resolution and other materials were submitted by Mr. Don Horton, President, WWII Coastwise Merchant Mariners. The attached resolution was prepared by staff in consultation with Ellis Pinder, Veteran Services Officer, for the Board's approval. By adopting the attached resolution, the Board is supporting HR 1288 "WWII Merchant Mariners Service Act" and requesting that a companion bill to HR 1288 be placed before the US Senate for its passage. HR 1288 addresses the issue of allowing certain types of documentation for the purpose of authenticating service and allows for certain benefits. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Understand and act on citizen needs RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt the resolution. ATTACHMENTS: WWII Merchant Mariners Service Act Resolution COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 2 NEW HANOVER COUNTY BOARD OF COMMISSIONERS RESOLUTION SUPPORTING HR 1288 "WWII MERCHANT MARINERS SERVICE ACT" WHEREAS, Merchant Marine Seamen nobly supported the United States of America military during World War II by moving soldiers, equipment, and staple goods across the world's great oceans and seas; and WHEREAS, all Merchant Marine Seamen hold a special place in America's history for their call to duty during World War II irrespective of their service location or assignment; and WHEREAS, all citizens of the United States of America should honor the service of these seamen; and WHEREAS, Congress, through Public Laws 95 -202 and 105 -368, bestowed veteran status upon those Merchant Marine Seamen that served in ocean -going assignments from December 1941 through August 1945 and limited veteran status to those seamen that served from August 1945 through December 1946; and WHEREAS, some Merchant Marine Seamen have encountered difficulty securing veterans benefits legally vested in them because of limited document availability from the early to mid - 1940s regarding Merchant Marine service; and WHEREAS, on June 22, 2009, the New Hanover County Board of Commissioners adopted a resolution supporting using alternative methods for Merchant Marine Seamen to establish their service record for the period of December 1941 through December 1946 so that seamen due veterans benefits earned during World War II could access those rightful benefits; and WHEREAS, HR 1288, "WWII Merchant Mariners Service Act," has been incorporated into HR 2189, which passed the US House of Representatives. NOW THEREFORE BE IT RESOLVED that the New Hanover County Board of Commissioners supports HR 1288 "WWII Merchant Mariners Service Act" and requests that this matter be placed before the US Senate in such form as a companion bill to HR 1288 and furthermore supports its passage. Adopted this the 21s' day of April, 2014 NEW HANOVER COUNTY Woody White, Chairman ATTEST: Sheila L. Schult, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 2 - 1 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 14161010 11011111 DEPARTMENT: PRESENTER(S): Joe Suleyman, Environmental Management Director CONTACT(S): Joe Suleyman 6301.1111re 9 Approval of an Application for the Waiver of Landfill Tipping Fees for the American Cancer Society's Relay for Life Event being held at Ashley High School on April 25, 2014 I H N IMWind I►9 L11 11411T The Environmental Management Department has received an application from the American Cancer Society for the waiver of tipping fees. The waiver request is for the Relay for Life event being held at Ashley High School on April 25, 2014. The event is estimated to generate one (1) ton of waste, resulting in the waiver of approximately $59 in tipping fee revenues. The waste will be transported by Coastal Ladies Carting. The landfill has waived a total of $82,020.69 in tipping fees (1,390.18 tons) fiscal year to date. The Environmental Management Director recommends approval of the waiver request, with a maximum cap of five (5) tons eligible for the fee waiver (maximum tipping fee waiver of $295). Effective County Management • Understand and act on citizen needs RECOMMENDED MOTION AND REQUESTED ACTIONS: Approve the application to waive tipping fees for the American Cancer Society's Relay for Life Event, to be held at Ashley High School on April 25, 2014. ATTACHMENTS: ACS Relay for Life Tipping Fee Waiver Application COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 3 9, ENJUSUA This form should be completed and submitted to the Director of Environmental Management for consideration of a- w hiveir'd established tipping fee-, The Director will review the application and mike a recommendation to the Board of County Commissioners. Submit the completed form to: Mmary Contact: am Email Address: Board of Commissioners - April 21, 2014 ITEM: 3 - 1 - 1 4.) Have tipping fees been waived in the past for this organization (circle one)? I hereby certify that the informad6n-44 authorized by my organization to submi that it is my organization's respansibllit wastes will be disposed of. Signature'. and that I an Y1. Ialso understand -does or prohibited Date- Cc NHC Landfill Mgr. Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 3 - 1 - 2 AMMUCAN CANCER SOCIDW i1 . XATZONAL HOME OPPICE It FINMCS 250 WILUAW OT 4TH FX#R ATZAWA GA E 1 5• � ,: 11 # I I *! { 7 f received We yo= remmot datO4 January 05, 2012, askiM us to verify This lotter confime the parent: ai sWlDordinate organizatift are exemt under Section 1 the Internal Revenue 1 � M— T; iu� •a r r Board of Commissioners - April 21, 2014 ITEM: 3 - 1 - 3 hequest fair Taxpayer ewe r-Orm to the Identification Number and Certification mqnwtw. Do not wo to the Ift Enter your 71H In the APPCOAMe box. The nN provkkd must match the name grvan an the Name line to avoid bw.*jp vftboWlng. Fur individuals. #n is your social security number (SM. Hovmmy, kw a resident all y, We propblor, or cftragwded entily, sea the Part I livLruations an pag03. Far other enftn. It Is yow employer lider0ontion number @3K. If you do not he a number, bee, Now ib V& a Tfiv an pop 3 No*. If the sowunt is In rnors than one name, aim the Ohad on " 4 for guWnft on whose number to enter. The hUmber show an this form Is n conect taxpayw Idenffoauor, nwftfir jOr I am waWng for a numbeir to be Issued to M* and I am not nVied to backup WithWWU because (a) 1 21W Oxernpl *= backup vAfltwld` , or (b) I have " bean notified by the Intemel Revenue SerVIOO ORS) VO I am subpotto Wokup wfflftldfng a a muit of a failure to report all In *A ur dividends or (a) ft IM has not rw tha I em, no MnW su*ct to backupuftholdirg, and S. I a ip U-8 oKb*n or othier U.S, person (dafined babvv). WO • I ICT=77- I 1011119 10. 2 Off* that YOU We not Ou*Ot to backup wIffiboldrig, or OL OWm enraption friorn backup Withholding If you are a U.S. mempt POY", If OPPOO61% YW Ke also DWWAQ that es a U.B. Peft"i, your Ago cable OMM of SnY PerWwa* Woorna from a U.S. vWe or bouinew is not stAdoot to the withholding tax an foreign partnere, ohm of eff eatively conniocked Irmne, Cat. MD. 10WHX Farm W-9 ftv. 12.gm 1) Board of Commissioners - April 21, 2014 ITEM: 3 - 1 - 4 � � ® 0ATE (MMIDDIYYYY) Ac40Rl� 1912014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policyOesj must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines — (401) 923 -3700 Wells Fargo Insurance Servioes USA, Inc. 3475 Piedmont Road NE, Suite 800 Atlanta, GA 30305 -2886 CONTACT NAME: Alennder Mortimer PHONE 404- 923 -3732 FAX 877 362 -9069 A!C No APL L ?lexander morlimerLjnrellsfargo .cam INSURER(Sl AFFORDING COVERAGE NAIC 9 INSURERA: Federal Insurance Company 20281 INSURED American Cancer Sodety, Inc 250 Williams Street Atlanta, GA 30303 - INSURER a • Catlin Specialty Insurance Cum nX 15988 INSURERC: Pacific Indemnity Company 20346 INSURER D: EA%H OCCURRENCE INSURER Ei INSURER F $ 300'000 CnVERAGES CERTIFICATE NUMBER`: 7425973 REVISION NUMBER' See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTVJTHSTANDING ANY REQUIREMENT, TERRA OR CONDITION OF ANY CONTRACT OR (WHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MXf HAVE BEEN REDUCED BY PAID CLAIMS f M TYPE OF INSUP.ANCE SU vivo POLICY NUMBER POLICY ID EFF MMMIO EXP LIMITS A X COMMERCIAL GENERAL LI01UTY CLAIMS -MADE I^ I OCCUR 35943463 9!112013 91112014 EA%H OCCURRENCE $ 1.000:Ow DAbLAG o a caanence $ 300'000 MED EXP (My wig on $ 2,500 PERSONAL & AnV INJURY $ 1,000.000 GEN'L AGGREGATE LIMITA °PLIES PER- POLICY lECT El LOC OTHER, GENERAL AGGPEGATE $ 25.900.900 PRODUCTS- COMP/OP AGG $ 2,000,000 $ A AUTOMOSILU UA9IUTY k ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIREDAUTOS AUTOS S 73563471 73563476 - Puerto RICO 73563477- Hawali 09101/2013 09/01/2014 SINGLE LrWlr-- O e as dEerrt $ 1,900,000 BODILY INJURY (Par person) $ BODILY INJURY(Paremlded) $ P OCK! rnDAMAGE $ $ B UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE UME969950914 09/01/2013 09/01/2014 EACH OCCURRENCE $ 1,000.000 AGGREGATE $ 1.000.000 DED I X I RETENTIONS 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUYIVE YIN OFFICERAdEMBERE+XCLUDEE (Mandatory in NH) Nyyeeee desoibeunder DES�'RIPTION OP OPERATIONS below NIA 7174135.5 09/01/2013 0910112014 I x PER STATUTE ER E.L. EACH ACCIDENT $ 1,Op0,00(' )=_L � ISEASE - EA EMPLOYE $ 1,000,00(i E.L. DISEASE -POLICY LIMIT $ 1,0WA00 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Addlllonal Remarks Schedule, maybe attachad If more apace Is required) Certificate of Insurance for Relay For Life of New Hanover, Ap6124, 2014 at 12:00 pm to April 26, 2014 at 5:00 Inn Ashley High School SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE HALL BE DELIVERED IN 555 Halyburton Memorial Parkway ACCORDANCE WITH THE POLICY PROVISIONS. Wilmington, NC 28412 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD C 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD b (20114101f Board of Commissioners - April 21, 2014 ITEM: 3 - 1 - 5 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 CONSENT DEPARTMENT: County Attorney PRESENTER(S): Lisa Wurtzbacher, Finance Director CONTACT(S): Lisa Wurtzbacher SUBJECT Adoption of Resolution Approving a Contract and a Deed of Trust and the Delivery Thereof and Providing Other Matters BRIEF SUMMARY: The County previously determined that it is in its best interest to enter into an installment financing contract with the New Hanover County Financing Corporation in order to pay the capital costs of (1) renovation of the County's historic administrative office building to house the County's register of deeds and other court - related functions, (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions, and (3) construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County and (4) to pay the costs related to the execution and delivery of the Contract. To secure the County's obligations under the Contract, the County will enter into a Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014. The Board heard a presentation on the proposed projects on March 24, 2014 and adopted a Resolution for Negotiation of an Installment Financing Contract Not to Exceed $20,000,000 and Directing the Publication of Notice with Respect Thereto. The Board conducted a public hearing on April 7, 2014 to receive public comment on the proposed Contract, the Deed of Trust and the Project to be financed. The Board must approve and authorize all actions of the County officers and officials in effectuating the proposed financing and the execution of all financing documents. STRATEGIC PLAN ALIGNMENT: Strong Financial Performance • Deliver value for taxpayer money RECOMMENDED MOTION AND REQUESTED ACTIONS: Consider and adopt the resolution. ATTACHMENTS: Resolution Installment Financing Contract Deed of Trust Indenture Board of Commissioners - April 21, 2014 ITEM: 4 Purchase Contract Preliminary Official Statement COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 4 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA, APPROVING A CONTRACT AND A DEED OF TRUST AND THE DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS WHEREAS, the County of New Hanover, North Carolina (the "County ") is a validly existing political subdivision of the State of North Carolina, existing as such under and by virtue of the Constitution, statutes and laws of the State of North Carolina (the "State "); WHEREAS, the County has the power, pursuant to the General Statutes of North Carolina to (1) purchase real and personal property, (2) enter into installment financing contracts in order to finance the purchase of real and personal property used, or to be used, for public purposes, and (3) finance the construction of fixtures or improvements on real property by contracts that create in the fixtures or improvements and in the real property on which such fixtures or improvements are located a security interest to secure repayment of moneys advanced or made available for such construction; WHEREAS, the County has previously determined that it is in the best interest of the County to enter into (a) an installment financing contract (the "Contract ") with the New Hanover County Financing Corporation, a North Carolina nonprofit corporation (the "Corporation "), in order to pay the capital costs of (1) renovation of the County's historic administrative office building (the `Historic Administrative Building ") to house the County's register of deeds and other court- related functions, (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions, and (3) construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County (collectively, the `Project ") and (4) to pay the costs related to the execution and delivery of the Contract; WHEREAS, in order to secure the County's obligations under the Contract, the County will enter into a Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014 (the "Deed of 1 rust ") related to the real property on which the Historic Administrative Building will be located and the improvements thereon; WHEREAS, the Corporation will issue its Limited Obligation Bonds, Series 2014A (the "2014A Bonds ") and its Taxable Limited Obligation Bonds, Series 2014B (the "2014B Bonds, " and together with the 2014A Bonds, the `Bonds ") in an aggregate principal amount not to exceed $20,000,000, evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract) pursuant to the Contract; WHEREAS, in connection with the sale of the Bonds by the Corporation to PNC Capital Markets LLC (the "Underwriter "), the Corporation will enter into a Contract of Purchase to be dated on or about May 22, 2014 (the "Contract of Purchase ") among the County, the Corporation and the Underwriter, and the County will execute a Letter of Representation to the Underwriters with respect to the Bonds (the "Letter of Representation "); WHEREAS, there have been described to the Board the forms of the following documents (collectively, the "Instruments "), copies of which have been made available to the Board, which the Board proposes to approve, enter into and deliver, as applicable, to effectuate the proposed installment financing: (1) the Contract; (2) the Deed of Trust; Board of Commissioners - April 21, 2014 ITEM: 4 -1 -1 (3) an Indenture of Trust dated as of May 1, 2014 (the "Indenture ") between the Corporation and U.S. Bank National Association, as trustee; (4) the Contract of Purchase; and (5) the Letter of Representation; WHEREAS, to make an offering and sale of the Bonds, there will be prepared a Preliminary Official Statement with respect to the Bonds (the "Preliminary Official Statement "), a draft thereof having been presented to the Board, and a final Official Statement relating to the Preliminary Official Statement (together with the Preliminary Official Statement, the "Official Statement "), which Official Statement will contain certain information regarding the County; WHEREAS, it appears that each of the Instruments and the Preliminary Official Statement is in an appropriate form and is an appropriate instrument for the purposes intended; WHEREAS, the Board conducted a public hearing on April 7, 2014 to receive public comment on the proposed Contract, the Deed of Trust and the Project to be financed thereby; and WHEREAS, the County has filed an application to the LGC for approval of the Contract; NOW, THEREFORE, BE IT RESOL VED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEWHANO VER, NORTH CAROLINA, ASFOLLOKS- Section 1. Ratification of Instruments. All actions of the County, the Chairman of the Board, the Clerk to the Board, the County Manager, the Finance Director of the County, the County Attorney and their respective designees, whether previously or hereinafter taken, in effectuating the proposed financing and refinancing are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. Section 2. Authorization of the Official Statement. The form, terms and content of the Preliminary Official Statement are in all respects authorized, approved and confirmed, and the use of the Preliminary Official Statement and of the final Official Statement by the Underwriter in connection with the sale of the Bonds is hereby in all respects authorized, approved and confirmed. The Chairman of the Board, the County Manager or the Finance Director is hereby authorized and directed, individually and collectively, to deliver, on behalf of the County, the Official Statement in substantially such form, with such changes, insertions and omissions as he or she may approve. Section 3. Authorization to Execute the Contract. The County hereby approves the financing of the Project in accordance with the terms of the Contract, which will be a valid, legal and binding obligation of the County in accordance with its terms. The form and content of the Contract are hereby in all respects authorized, approved and confirmed, and the Chairman of the Board, the Clerk to the Board and the County Manager and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Contract, including necessary counterparts, in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as they deem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the County's approval of any and all changes, modifications, additions or deletions therein from the form and content of the Contract presented to the Board. From and after the execution and delivery of the Contract, the Chairman of the Board, the Clerk to the Board, the County Manager and the Finance Director of the County, individually and collectively, are hereby authorized, empowered and directed, individually and collectively, to do all such acts and Board of Commissioners - April 21, 2014 ITEM: 4 - 1 - 2 things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Contract as executed. Section 4. Authorization to Execute the Deed of Trust. The County approves the form and content of the Deed of Trust, and the Deed of Trust is in all respects authorized, approved and confirmed. The Chairman of the Board, the Clerk to the Board and the County Manager and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Deed of Trust, including necessary counterparts, in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as they deem necessary, desirable or appropriate. Execution by the Chairman of the Board, the Clerk to the Board and the County Manager or their respective designees, individually or collectively, constitutes conclusive evidence of the County's approval of any and all such changes, modifications, additions or deletions therein from the form and content of the Deed of Trust presented to the Board, and from and after the execution and delivery of the Deed of Trust, the Chairman of the Board, the Clerk to the Board, the County Manager and the Finance Director of the County are hereby authorized, empowered and directed, individually and collectively, to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Deed of Trust as executed. Section 5 Letter of Representation. The form and content of the Letter of Representation are hereby in all respects approved, and the Chairman, the County Manager or the Finance Director is authorized to execute the Letter of Representation for the purposes stated therein. Section 6 County Representative. The Chairman of the Board, the County Manager and the Finance Director of the County, individually and collectively, are hereby designated as the County's representative to act on behalf of the County in connection with the transactions contemplated by the Instruments and the Preliminary Official Statement, and the Chairman of the Board, the County Manager and the Finance Director, individually and collectively, are authorized to proceed with the financing of the Project in accordance with the Instruments and to seek opinions as a matter of law from the County Attorney, which the County Attorney is authorized to furnish on behalf of the County, and opinions of law from such other attorneys for all documents contemplated hereby as required by law. The County's representative and/or designee or designees are in all respects authorized on behalf of the County to supply all information pertaining to the County for use in the Official Statement and the transactions contemplated by the Instruments or the Preliminary Official Statement. The County's representatives or their respective designees are hereby authorized, empowered and directed, individually and collectively, to do any and all other acts and to execute any and all other documents, which they, in their discretion, deem necessary and appropriate to consummate the transactions contemplated by the Instruments or the Preliminary Official Statement or as they deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution. Section 7 Severability. If any section, phrase or provision of this Resolution is for any reason declared to be invalid, such declaration will not affect the validity of the remainder of the sections, phrases or provisions of this Resolution. Section 8. Repealer. All motions, orders, resolutions and parts thereof, in conflict herewith are hereby repealed. Section 9. Effective Date. This Resolution is effective on the date of its adoption. Board of Commissioners - April 21, 2014 ITEM: 4 - 1 - 3 Read, approved and adopted this 21 st day of April, 2014. APPROVED AS 'fo FORM: Wanda Copley, County Attorney NEW HANOVER COUNTY Woody White, Chairman ATTEST: Sheila L. Schult, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 4 - 1 - 4 PARKER POE DRAFT 4/10/14 INSTALLMENT FINANCING CONTRACT between NEW HANOVER COUNTY FINANCING CORPORATION and COUNTY OF NEW HANOVER, NORTH CAROLINA Dated as of May 1, 2014 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 1 INSTALLMENT FINANCING CONTRACT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .......................................................................................... ............................... 3 ARTICLE II ADVANCE OF PURCHASE PRICE ...................................................... ............................... 5 ARTICLE III INSTALLMENT PAYMENTS; ADDITIONAL PAYMENTS; SECURITY............................................................................................................. ............................... 6 Section 3.1 Amounts and Times of Installment Payments and Additional Payments............................................................................... ............................... 6 Section3.2 Place of Payments ...................................................................... ............................... 6 Section3.3 Late Charges .............................................................................. ............................... 6 Section3.4 No Abatement ............................................................................ ............................... 6 Section 3.5 Prepayment of Purchase Price .................................................... ............................... 6 ARTICLE IV ACQUISITION AND CONSTRUCTION ............................................. ............................... 7 Section 4.1 Acquisition and Construction Fund ........................................... ............................... 7 Section4.2 Disbursements ............................................................................ ............................... 7 Section4.3 Termination ................................................................................ ............................... 7 Section 4.4 Reliance of Trustee on Documents ............................................ ............................... 7 Section 4.5 Discretion of the Trustee to File Civil Action in the Event of Dispute.................................................................................. ............................... 7 Section 4.6 Consultation with Counsel ......................................................... ............................... 7 Section 4.7 Compensation of Trustee ........................................................... ............................... 7 Section4.8 Construction ............................................................................... ............................... 7 Section 4.9 Right of Entry and Inspection .................................................... ............................... 8 Section 4.10 Completion of Construction ....................................................... ............................... 8 Section 4.11 Payment and Performance Bonds .............................................. ............................... 8 Section 4.12 Contractor's General Public Liability and Property Damage Insurance............................................................................... ............................... 9 Section 4.13 Contractor's Builder's Risk Completed Value Insurance .......... ............................... 9 Section 4.14 Contractor's Worker's Compensation Insurance ....................... ............................... 9 Section 4.15 Filing With the Trustee ............................................................ ............................... 10 ARTICLE V RESPONSIBILITIES OF THE COUNTY ............................................ ............................... 11 Section5.1 Care and Use ............................................................................ ............................... 11 Section5.2 Inspection ................................................................................. ............................... 11 Section5.3 Utilities ..................................................................................... ............................... 11 Section5.4 Taxes ........................................................................................ ............................... 11 Section5.5 Title Insurance .......................................................................... ............................... 11 Section5.6 Survey ...................................................................................... ............................... 12 Section5.7 Risk of Loss ............................................................................. ............................... 12 Section 5.8 Performance by the Trustee of the County's Responsibilities . ............................... 12 Section 5.9 Financial Statements ................................................................ ............................... 12 Section 5.10 Property Insurance ................................................................... ............................... 12 ARTICLE VI TITLE; LIENS ...................................................................................... ............................... 13 Section6.1 Title .......................................................................................... ............................... 13 Section6.2 Liens ......................................................................................... ............................... 13 PPAB 2378628v2 i Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 2 Page ARTICLE VII DAMAGE, DESTRUCTION AND LOSS OR THEFT OF MORTGAGED PROPERTY; NET PROCEEDS ................................................. ............................... 14 Section 7.1 Damage, Destruction or Condemnation ................................... ............................... 14 Section 7.2 Obligation of the County to Repair and Replace the Mortgaged Property............................................................................... ............................... 14 Section 7.3 Discharge of the Obligation of the County to Repair the Mortgaged Property............................................................................... ............................... 14 Section 7.4 Cooperation of the Corporation ............................................... ............................... 15 ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COUNTY AND THE CORPORATION ............................................................... ............................... 16 Section 8.1 Representations, Warranties and Covenants of the County ..... ............................... 16 Section 8.2 Warranties and Representations of the Corporation ................ ............................... 19 ARTICLE IX TAX COVENANTS AND REPRESENTATIONS ............................. ............................... 21 ARTICLE X INDEMNIFICATION ............................................................................ ............................... 22 ARTICLE XI DISCLAIMER OF WARRANTIES ..................................................... ............................... 23 ARTICLE XII DEFAULT AND REMEDIES ............................................................ ............................... 24 Section 12.1 Definition of Event of Default ................................................. ............................... 24 Section 12.2 Remedies on Default ................................................................ ............................... 24 Section 12.3 Further Remedies ..................................................................... ............................... 25 ARTICLE XIII ASSIGNMENT .................................................................................. ............................... 26 Section 13.1 Assignment by the County ....................................................... ............................... 26 Section 13.2 Assignment by the Corporation ............................................... ............................... 26 ARTICLE XIV LIMITED OBLIGATION OF THE COUNTY ................................. ............................... 27 ARTICLE XV JOINDER BY THE TRUSTEE .......................................................... ............................... 28 ARTICLE XVI MISCELLANEOUS .......................................................................... ............................... 29 Section16.1 Waiver ........................................................................................ .............................29 Section 16.2 County's Acceptance of Rights and Responsibilities Under the Indenture............................................................................. ............................... 29 Section16.3 Severability .............................................................................. ............................... 29 Section16.4 Governing Law ........................................................................ ............................... 29 Section16.5 Notices ..................................................................................... ............................... 29 Section16.6 Section Headings ...................................................................... ............................... 29 Section16.7 Entire Contract ......................................................................... ............................... 29 Section 16.8 Binding Effect .......................................................................... ............................... 30 Section16.9 Time ......................................................................................... ............................... 30 Section16.10 Payments .................................................................................. ............................... 30 Section 16.11 Covenants of County, Corporation or LGC not Covenants of Officials Individually .......................................................... ............................... 30 Section 16.12 Amounts Remaining in Funds .................................................. ............................... 30 Section 16.13 Amendments to this Contract ................................................... ............................... 30 Section 16.14 Execution in Counterparts ........................................................ ............................... 30 INSTALLMENT PAYMENT SCHEDULE — 2014A BONDS .............................. ............................... PS -1 INSTALLMENT PAYMENT SCHEDULE — 2014B BONDS .............................. ............................... PS -2 EXHIBIT A FORM OF REQUISITION ................................................................. ............................A -1 PPAB 2378628v2 ii Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 3 INSTALLMENT FINANCING CONTRACT THIS INSTALLMENT FINANCING CONTRACT, dated as of May 1, 2014 (this "Contract "), is between NEW HANOVER COUNTY FINANCING CORPORATION (the "Corporation "), a nonprofit corporation duly created, existing and in good standing under the laws of the State of North Carolina (the "State "), and the COUNTY OF NEW HANOVER, NORTH CAROLINA (the "County "), a political subdivision validly existing under the Constitution, statutes and laws of the State. WITNESSETH: WHEREAS, the County is a duly created and validly existing political subdivision, organized under and by virtue of the Constitution and laws of the State; WHEREAS, the County has the power, pursuant to Section 160A -20 of the General Statutes of North Carolina, to enter into installment contracts to finance the purchase of real or personal property; WHEREAS, the Board of Commissioners of the County (the "Board") has previously determined, and hereby further determines that it is in the best interest of the County to pay the capital costs of (1) renovation of the County's historic administrative office building (the `Historic Administrative Building ") to house the County's register of deeds and other court- related functions and (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions (collectively, the "2014A Project "), and (3) the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County (the "2014B Project, " and together with the 2014A Project, the `Project "); WHEREAS, to obtain funds to finance the Project, the County has entered into this Contract with the Corporation under which it will make Installment Payments and Additional Payments (as such terms are defined below) in consideration thereof, WHE'RE'AS, there will be executed and delivered pursuant to an Indenture of Trust dated as of May 1, 2014 (the "Indenture ") between the Corporation and U.S. Bank National Association, as trustee (the "1 rustee "), Limited Obligation Bonds, Series 2014A (the "2014A Bonds ") and Taxable Limited Obligation Bonds, Series 2014B (the "2014B Bonds, " and together with the 2014A Bonds, the "2014 Bonds "), each evidencing proportionate undivided interests in rights to receive certain Revenues (as defined below) under this Contract; WHEREAS, pursuant to the Indenture, the Corporation has assigned the Trust Estate (as defined in the Indenture) to the Trustee; WHEREAS, the 2014 Bonds evidence proportionate undivided interests in the rights to receive certain Revenues and shall be payable solely from the sources provided in the Indenture; WHEREAS, the execution, performance and delivery of this Contract have been authorized, approved and directed by the Board by a resolution passed and adopted by the Board on April 21, 2014; WHEREAS, the execution, delivery and performance of this Contract by the Corporation, and the assignment by the Corporation to the Trustee, pursuant to the Indenture, of the Trust Estate, have been authorized, approved and directed by all necessary and appropriate action of the Corporation; WHEREAS, the obligation of the County to make Installment Payments and Additional Payments shall not constitute a general obligation or other indebtedness of the County within the meaning of the PPAB 2378628v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 4 Constitution of the State; and shall not constitute a direct or indirect pledge of the faith and credit or taxing power of the County within the meaning of the Constitution of the State; WHEREAS, to secure further the obligation of the County hereunder, the County has entered into a Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014 (the "Deed of Trust ") with the deed of trust trustee named therein for the benefit of the Corporation and its assignee; and WHEREAS, no deficiency judgment may be rendered against the County in any action for breach of a contractual obligation under this Contract, and the taxing power of the County is not and may not be pledged in any way directly or indirectly or contingently to secure any money due under this Contract; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: PPAB 2378628v2 2 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 5 ARTICLE I DEFINITIONS All words and phrases defined in Article I of the Indenture have the same meaning in this Contract. In addition, the following terms have the meanings specified below unless the context clearly requires otherwise: "Additional Payments" means the reasonable and customary expenses and fees of the Trustee and the Corporation, any expenses of the Corporation in defending an action or proceeding in connection with this Contract or the Indenture and any taxes or any other expenses, including, but not limited to, licenses, permits, state and local income, sales and use or ownership taxes or property taxes which the County or the Corporation is expressly required to pay as a result of this Contract (together with interest that may accrue thereon if the County fails to pay the same). "Code" means the Internal Revenue Code of 1986, as amended, including regulations promulgated thereunder. "Corporation" means New Hanover County Financing Corporation or any successor thereto. "County" means the County of New Hanover, North Carolina or any successor to its functions. "County Representative" means (1) the Finance Director or the person or persons at the time designated to act on behalf of the County for the purpose of performing any act under this Contract by a written certificate furnished to the Trustee and the Corporation containing the specimen signatures of such person or persons and signed on behalf of the County by the County Manager and the Finance Director of the County, or (2) if any or all of the County's rights and obligations are assigned hereunder, the person or persons at the time designated to act on behalf of the County and the assignee by a written certificate similarly furnished and of the same tenor. "Deed of Trust" means the Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014 from the County to the deed of trust trustee named therein for the benefit of the Corporation or its assignees, all of the terms, definitions, conditions and covenants of which are incorporated herein by reference and are made a part of this Contract as if fully set forth herein. "Fiscal Year" means a twelve -month period commencing on the first day of July of any year and ending on the 30th day of June of the succeeding year, or such other twelve -month period which may subsequently be adopted as the Fiscal Year of the County. "Indenture" means the Indenture of Trust dated as of May 1, 2014 between the Corporation and the Trustee, as amended or supplemented from time to time, pursuant to which the Bonds are executed and delivered. "Installment Payments" means those payments made by the County to the Corporation as described in Article III and in the Payment Schedule attached hereto. "Mortgaged Property" means the property subject to the lien and security interest created by the Deed of Trust, as more particularly described therein. "Net Proceeds" means, when used with respect to any (1) proceeds from policies of insurance which are payable to the Corporation or the Trustee, (2) proceeds from any payment and performance bond maintained pursuant to Section 4.11 herein, (3) proceeds of any condemnation award arising out of the condemnation of all or any portion of the Mortgaged Property or (4) proceeds from any sale or lease PPAB 2378628v2 3 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 6 of the Mortgaged Property pursuant to the Deed of Trust or otherwise subsequent to an Event of Default, the amount remaining after deducting from the gross proceeds thereof all expenses (including, without limitation, attorneys' fees and costs) incurred in the collection of such proceeds. "Payment Schedule" means the document attached hereto and incorporated herein by reference, which sets forth the County's Installment Payments. "Project" means, collectively, the 2014A Project and the 2014B Project. "Purchase Price" means the amount of $[Amount] advanced by the Corporation to enable the County to finance the Project, as such price may be adjusted in connection with the issuance of Additional Bonds under Section 2.11 of the Indenture. "Revenues" means (a) all Net Proceeds not applied to the replacement of the Project; (b) all Installment Payments; and (c) all investment income on all funds and accounts created under the Indenture (other than the Rebate Fund). "State" means the State of North Carolina. "2014A Project" means (1) renovation of the County's historic administrative office building (the "Historic Administrative Building ") to house the County's register of deeds and other court- related functions and (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions. "2014B Project" means construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County. [END of ARTICLE I] PPAB 2378628v2 4 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 7 ARTICLE II ADVANCE OF PURCHASE PRICE The Corporation hereby makes an advance to the County of the Purchase Price, and the County hereby accepts from the Corporation the Purchase Price to be applied in accordance with the terms and conditions of this Contract. The County will use the proceeds of the Purchase Price to finance the Project and to pay certain costs incurred in connection with the execution and delivery of the 2014 Bonds. [END of ARTICLE II] PPAB 2378628v2 5 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 8 ARTICLE III INSTALLMENT PAYMENTS; ADDITIONAL PAYMENTS; SECURITY Section 3.1 Amounts and Times of Installment Payments and Additional Payments. As consideration for the Corporation's advance of the Purchase Price to the County, the County shall repay to the Trustee, as assignee of the Corporation under the Indenture, the Purchase Price in installments with interest as provided in this Contract and the Payment Schedule attached hereto (each an "Installment Payment "). Each installment shall be deemed to be an Installment Payment and shall be paid in the amounts and at the times set forth on the Payment Schedule except as provided herein. There shall be credited against the amount of Installment Payments otherwise payable hereunder amounts equal to (1) earnings derived from the investment of the Bond Fund and the Prepayment Fund and (2) any other money not constituting Installment Payments required to be deposited in the Bond Fund. Installment Payments shall be sufficient in the aggregate to repay the Purchase Price together with interest thereon. As further consideration for the Corporation's advance of the Purchase Price to the County, the County shall also pay the Additional Payments, as required herein, on a timely basis directly to the person or entity to which such Additional Payments are owed. Section 3.2 Place of Payments. The County shall make all payments required to be made to the Corporation hereunder to the Trustee at its designated office in immediately available funds or as may be otherwise directed in writing by the Trustee. Section 3.3 Late Charges. To the extent permitted by law, if the County fails to pay any Installment Payment or any other sum required to be paid to the Trustee following the due date thereof, the County shall pay a late payment charge equal to the amount of the delinquency times a per diem rate calculated at the rate(s) borne by each respective Bond. Section 3.4 No Abatement. Subject to Article XIV, there will be no abatement or reduction of the Installment Payments or Additional Payments by the County for any reason, including but not limited to, any failure by the County to appropriate funds to the payment of said Installment Payments or Additional Payments, any defense, recoupment, setoff, counterclaims or any claim (real or imaginary) arising out of or related to the Project. The County assumes and shall bear the entire risk of loss and damage to the Project from any cause whatsoever, it being the intention of the parties that the Installment Payments shall be made in all events unless the obligation to make such Installment Payments is terminated as otherwise provided herein. Section 3.5 Prepayment of Purchase Price. If the County has performed all of its obligations under this Contract, then it shall have the option to prepay the Purchase Price on or after June 1, 2024 or provide for prepayment of the Purchase Price on any date, in full or in part in the amount of $5,000 or any integral multiple thereof on 45 days' notice to the Trustee, at a prepayment price equal to the then applicable prepayment price of the 2014 Bonds, including any required prepayment premium under Section 4.1 of the Indenture, plus accrued interest to the prepayment date. If the Purchase Price is partially prepaid, then the Trustee shall recalculate the Payment Schedule as necessary in the manner required by Section 3.7 of the Indenture. [END OF ARTICLE III] PPAB 2378628v2 6 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 9 ARTICLE IV ACQUISITION AND CONSTRUCTION Section 4.1 Acquisition and Construction Fund. The Corporation has caused the amounts set forth in Section 3.1 of the Indenture to be deposited in the 2014A Bonds Account of the Acquisition and Construction Fund and in the 2014B Bonds Account of the Acquisition and Construction Fund. Section 4.2 Disbursements. The Trustee shall disburse money held to the credit of the Acquisition and Construction Fund in payment of the Cost of Acquisition and Construction on receipt of written requisition from the County Representative substantially in the form set forth in Exhibit A attached hereto, together with any documents or other items as the Trustee may reasonably determine to be necessary. Section 4.3 Termination. The Trustee shall terminate the Acquisition and Construction Fund at the earlier of (a) the final distribution of money held in the Acquisition and Construction Fund or (b) the termination of this Contract. Section 4.4 Reliance of Trustee on Documents. The Trustee may act in reliance on any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Trustee is not liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder are limited to the receipt of such money, instruments or other documents received by it as the Trustee, and for the disposition of the same in accordance herewith. Section 4.5 Discretion of'the Trustee to File Civil Action in the Event of'Dispute. If the County and the Trustee disagree about the interpretation of this Contract, or about the rights and obligations, or the propriety of any action contemplated by the Trustee hereunder, the Trustee may, but is not required to, file an appropriate civil action in the State to resolve the disagreement. The Trustee will be indemnified, to the extent permitted by applicable law and subject to Article XIV, for all costs, including reasonable attorneys' fees, in connection with such civil action and shall be fully protected in suspending all or part of its activities under this Contract until a final judgment in such action is received. Section 4.6 Consultation with Counsel. The Trustee may consult with qualified counsel of its own choice and has full and complete authorization and protection to rely on the opinion of such counsel. The Trustee is otherwise not liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its negligence or misconduct. Section 4.7 Compensation of Trustee. The County shall pay to the Trustee reasonable compensation for all services performed by the Trustee hereunder and under the Indenture and also for all reasonable expenses, charges and other disbursements and those of the Trustee's attorneys, agents and employees incurred in and about the administration and execution of the Indenture and the performance of the Trustee's powers and duties hereunder and under the Indenture, as an Additional Payment. Section 4.8 Construction. The County shall comply with the provisions of Article 8 of Chapter 143 of the General Statutes of North Carolina. The County shall cause the Project to be carried on expeditiously in accordance with the plans and specifications therefor, all applicable ordinances and statutes, and in accordance with the requirements of all regularly constituted authorities having jurisdiction over same. The County shall ensure that (a) the Project does not encroach on nor overhang any easement or right of way and (b) the portions of the Project, when erected, will be wholly within the site of the Project and building restriction lines, however established, and will not violate applicable use or other restrictions contained in prior conveyances or applicable protective covenants or restrictions. PPAB 2378628v2 7 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 10 The County shall cause all utility lines, septic systems and streets serving the Project to be completed in accordance with health department standards and other applicable regulations of any governmental agency having jurisdiction. The County will promptly correct or cause to be corrected any structural defect in the improvements or any departure from the plans and specifications. Section 4.9 Right of Entry and Inspection. The Corporation, the Trustee and their representatives and agents have the right to enter on the property on which the Project is located and inspect the Project from time to time, during and after acquisition, construction and equipping, and the County shall cause the construction manager at risk or any first -tier subcontractor to cooperate with the Corporation, the Trustee and their representatives and agents during such inspections. No right of inspection or approval contained herein imposes on the Corporation or the Trustee any duty or obligation whatsoever to undertake any inspection or to give any approval. Section 4.10 Completion of Construction. The County shall proceed with reasonable diligence to complete the Project in a timely manner. On completion of the acquisition, construction and equipping of the Project, a County Representative shall deliver to the Trustee (a) a certificate of a County Representative stating the fact and date of such completion and stating that all of the Cost of Acquisition and Construction has been determined and paid (or that all of such Cost has been paid less specified claims which are subject to dispute and for which a retention in the Acquisition and Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved), and (b) proof of the insurance coverage required by Section 5.10, if any. If, on the basis of such certificate, the accounting of the Acquisition and Construction Fund by the Trustee shows that money in the Acquisition and Construction Fund will remain unexpended for the Cost of Acquisition and Construction, then the County shall direct the Trustee in writing either (1) to move such unexpended funds to another account within the Acquisition and Construction Fund or (2) to transfer such unexpended funds to the Bond Fund to be applied in accordance with Section 3.5 of the Indenture as a credit against the Installment Payments in the order in which they are due. Section 4.11 Payment and Performance Bonds. Each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, related to the Project is required to furnish a performance bond and a separate labor and material payment bond as required by North Carolina General Statutes, Article 3, Chapter 44A, copies of which must be provided to the Trustee. In lieu of furnishing a performance bond and a separate labor and material payment bond, each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, may furnish collateral in an amount of its construction contract securing the County, copies of the evidence of such collateral which shall be provided to the Trustee. In the event of any material default by a contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, under any construction contract, or in the event of a material breach of warranty with respect to any materials, workmanship or performance, the County shall promptly proceed, either separately or in conjunction with others, to pursue diligently its remedies against such contractor and/or against each surety of any bond securing the performance of the construction contract. The Net Proceeds of any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing, remaining after deduction of expenses incurred in such recovery (including, without limitation, attorneys' fees and costs), and after reimbursement to the County of any amounts theretofore paid by the County and not previously reimbursed to the County for correcting or remedying the default or breach of warranty which gave rise to the proceedings against the contractor or surety, shall be paid to the Trustee for deposit into the Acquisition and Construction Fund if received before the Completion Date therefor or if received thereafter, shall be deposited as otherwise provided in Section 7.2 or otherwise applied as provided in Section 7.3. The Net Proceeds of any performance or payment bond or insurance policy required by this PPAB 2378628v2 8 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 11 Section shall likewise be paid into the Acquisition and Construction Fund, if received before the Completion Date, or, if received thereafter, shall either be deposited as provided in Section 7.2 or otherwise applied as provided in Section 7.3. Section 4.12 Contractor's General Public Liability and Property Damage Insurance. Each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, entering into a construction contract related to the Project is required by the County to procure and maintain standard form (a) comprehensive general public liability and property damage insurance, at its own cost and expense, during the duration of such contractor's construction contract, in the amount of at least $1,000,000 bodily injury and property damage liability combined single limit each occurrence /annual aggregate, and (b) comprehensive automobile liability insurance on owned, hired and non -owned vehicles for limits not less than $1,000,000 each accident bodily injury and property damage liability. Such policies must include the County, the Corporation and the Trustee as additional named insureds, and shall include a provision prohibiting cancellation or termination without 30 days' prior notice by certified mail to the County and the Trustee. A certificate evidencing such coverage shall be provided to the County and the Trustee or, if such insurance is provided by a private carrier, a completed certificate of insurance, in form acceptable to the County and the Trustee, shall be provided to the County and the Trustee with respect to each contractor entering into a construction contract or, in the case of a construction manager at risk, the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk. Such insurance shall provide protection from all claims for bodily injury, including death, property damage and contractual liability, products /completed operations, broad form property damage and XCU (explosion, collapse and underground property damage), where applicable. Section 4.13 Contractor's Builder's Risk Completed Value Insurance. The County will procure and maintain, or will require each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, entering into a construction contract related to the Project to procure and maintain property insurance (builder's risk) on all acquisition, construction and equipping related to the Project (excluding contractor's tools and equipment) at the Project at the full and insurable value thereof. This insurance will include the interest of the County, the Trustee and the contractor as additional insureds; and shall insure against "all risk" subject to standard policy conditions and exclusions. Each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, shall purchase and maintain similar property insurance for portions of the work stored off the sites on which the Project are located or in transit when such portions of the work are to be included in an application for payment. Each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, is responsible for the payment of any deductible amounts associated with this insurance. Section 4.14 Contractor's Worker's Compensation Insurance. Each contractor, or the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk, entering into a construction contract related to the Project is required to procure and maintain, at its own cost and expense, worker's compensation insurance during the term of its construction contract, covering its employees working thereunder. Such insurance, if issued by a private carrier, must contain a provision prohibiting cancellation or termination without 30 days' prior notice by certified mail to the County, the Corporation and the Trustee. A certificate evidencing such coverage shall be provided to the County, the Corporation and the Trustee or, if such insurance is provided by a private carrier, then a completed certificate of insurance, in form acceptable to the County, the Corporation and the Trustee, shall be provided to the County, the Corporation and the Trustee with respect to each contractor entering into a construction contract or, in the case of a construction manager at risk, to the construction manager at risk or any first -tier subcontractor entering into a construction contract with the construction manager at risk. PPAB 2378628v2 9 Board of Commissioners - April 21, 2014 ITEM: 4 -2-12 Section 4.15 Filing With the Trustee. The County shall provide on the closing date and each anniversary of the closing date, a certificate of a County Representative certifying compliance with Sections 4.11, 4.12, 4.13 and 4.14. In addition to this certificate, the Trustee may request at any time copies of all performance bonds and insurance contracts or approved bonds thereof, as required under Sections 4.11. 4.12, 4.13 and 4.14, to be delivered to the Trustee in a timely manner and in such form as to certify compliance with the provisions of the Sections referred to above. [END of ARTICLE IV] PPAB 2378628v2 10 Board of Commissioners - April 21, 2014 ITEM: 4 -2-13 ARTICLE V RESPONSIBILITIES OF THE COUNTY Section 5.1 Care and Use. Subject to the provisions of applicable law and Article XIV, the County shall use the Mortgaged Property in a careful and proper manner, in compliance with all applicable laws and regulations, and, at its sole cost and expense, shall service, repair and maintain the Mortgaged Property so as to keep the Mortgaged Property in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted. The County shall replace any part of the Mortgaged Property as may from time to time become worn out, unfit for use, lost, stolen, destroyed or damaged. Any and all additions to or replacements of the Mortgaged Property and all parts thereof shall constitute accessions to the Mortgaged Property and shall be subject to all the terms and conditions of this Contract and included in the term "Mortgaged Property" and as used in this Contract. Section 5.2 Inspection. The Trustee, or its agent or representative, has the right on reasonable prior notice to the County, and subject to the reasonable direction and supervision of the County, to enter into and inspect the Mortgaged Property and observe their use during normal business hours. Section 5.3 Utilities. The County shall pay all charges for gas, water, steam, electricity, light, heat or power, telephone or other utility services furnished to or used on or in connection with the Mortgaged Property. There shall be no abatement of the Installment Payments on account of interruption of any such services. Section 5.4 Taxes. (a) The County shall pay when due any and all taxes relating to the Mortgaged Property and the County's obligations hereunder including, but not limited to, all license or registration fees, gross receipts tax, sales and use tax, if applicable, license fees, documentary stamp taxes, rental taxes, assessments, charges, ad valorem taxes, excise taxes, and all other taxes, licenses and utility charges of any type imposed on the ownership, possession or use of the Mortgaged Property by any governmental body or agency, together with any interest and penalties, other than taxes on or measured by the net income of the Corporation; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the County is obligated to pay only such installments as are required to be paid as and when the same become due. (b) The County may, at its expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom; provided that before such nonpayment it furnishes the Trustee with an opinion of counsel to the effect that, by nonpayment of any such items, the security interest held by the Trustee in the Mortgaged Property will not be materially endangered and the Mortgaged Property will not be subject to loss or forfeiture. Otherwise, the County shall promptly pay such taxes, assessments or charges or make provisions for the payment thereof. Section 5.5 Title Insurance. The County agrees to obtain, at its own cost and expense, a policy of title insurance, in form satisfactory to the Corporation, at the time of and dated as of the date of execution and delivery of this Contract, payable to the Trustee, as its interest may appear, insuring fee title of the County to the Mortgaged Property. PPAB 2378628v2 11 Board of Commissioners - April 21, 2014 ITEM: 4 -2-14 Section 5.6 Survey. The County shall provide a foundation survey covering the Mortgaged Property such that the policy of title insurance delivered under Section 5.5 will insure matters of survey to and including the date of such survey. Section 5.7 Risk of Loss. The County shall bear all risk (1) of loss or damage to the Mortgaged Property and (2) of the condemnation of any of the Mortgaged Property or any portion thereof. Section 5.8 Performance by the Trustee of'the County's Responsibilities. Any performance required of the County or any payments required to be made by the County may, but are not required to, if not timely performed or paid, be performed or paid by the Trustee, and, in that event, the Trustee shall be immediately reimbursed by the County for these payments or other performance by the Trustee, with interest thereon at a rate equal to the prime rate of the Trustee at the time the payment is made and as adjusted from time to time thereafter until so reimbursed. Section 5.9 Financial Statements. If such information is not otherwise publicly available, the County agrees that it will furnish annually to the Trustee and at such reasonable times as the Trustee may request, current financial statements (including, without limitation, the County's annual budget as submitted or approved) and further agrees that it will permit the Trustee or its respective agent and representative to inspect the County's books and records and make extracts therefrom. The County represents and warrants to the Trustee that (1) all financial statements which have been or may be delivered or otherwise made available to the Trustee do and will fairly and accurately reflect the County's financial condition and (2) there has been no material adverse change, as of the date of execution of this Agreement, in the County's financial condition from the condition as reflected in the financial statements for the Fiscal Year ended June 30, 2013. The County further agrees that it will furnish a copy of its most recent audited financial statements to any Owner of the Bonds on written request therefor. Section 5.10 Property Insurance. The County shall continually maintain or cause to be maintained insurance to the full insurable value of the Mortgaged Property against loss by fire, wind damage, hazards customarily included in the term "extended coverage" with responsible and reputable insurance companies and shall promptly pay all premiums therefor when due. All insurance policies and renewals thereof shall name the Corporation and the Trustee as parties insured thereunder, as the respective interests of each of such parties may appear, and have attached thereto a mortgagee long form loss payable clause in favor of the Trustee, and provide that no such policy can lapse or be canceled, substantially modified or terminated without at least 30 days prior notice to the Trustee and that any loss payable thereunder shall be made payable and shall be applied as provided in Article VII. In the event of loss, the County shall give immediate notice by mail to the Trustee, who may, but shall not be obligated to, make proof of loss. In the event of a foreclosure of the Deed of Trust or other transfer of title to the Mortgaged Property, all right, title and interest of the County in any insurance policies then in force shall pass to the Trustee. Additionally, during the term of this Contract, the County shall continually maintain standard liability insurance as is customarily maintained by like entities with respect to facilities similar to the Mortgaged Property. The County may provide for and maintain the insurance required under this Contract partially or wholly by means of an adequate risk retention fund. Reserves for a risk retention fund shall be determined by using actuarial principles. Any risk retention fund shall be reviewed annually by the County's risk manager or an independent insurance consultant or actuarial consultant. The Trustee may rely on a letter of the County's risk manager or an independent insurance consultant or actuarial consultant as to the adequacy of any risk retention fund. [END of ARTICLE V] PPAB 2378628v2 12 Board of Commissioners - April 21, 2014 ITEM: 4 -2-15 ARTICLE VI TITLE; LIENS Section 6.1 Title. Title to the Mortgaged Property and any and all additions, repairs, replacements or modifications thereto shall be in the County from and after the date of execution and delivery of this Contract. The County shall own the Mortgaged Property free and clear of any lien or security interest created by this Contract and the Deed of Trust, as applicable, on the repayment in full of the Purchase Price and the payment of all other amounts due hereunder. The County shall deliver to the Trustee the Deed of Trust simultaneously with the execution and delivery of this Contract and shall cause the Deed of Trust to be recorded in the New Hanover County Registry. On payment in full of all of the County's obligations hereunder, including the Purchase Price and all other payments due hereunder, the Corporation or its assignee, at the County's expense and request, shall discharge the Indenture and release the lien on the Deed of Trust, at which time this Contract will terminate. Section 6.2 Liens. The County shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, security interest, encumbrance or claim on or with respect to Mortgaged Property or any interest therein, except for (1) the lien and security interest of the Corporation and the Trustee therein; (2) utility, access and other easements and rights of way, restrictions and exceptions which do not interfere with or impair the intended use of the Mortgaged Property; (3) any lease permitted by Section 13.1 of this Contract; and (4) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property of the general character of the Mortgaged Property and as do not materially impair title to the Mortgaged Property. The County shall promptly, at its own expense, take such action as may be necessary duly to discharge any such mortgage, pledge, lien, security interest, charge, encumbrance or claim if the same shall arise at any time. The County shall reimburse the Corporation for any expense incurred by it to discharge or remove any such mortgage, pledge, lien, security interest, charge, encumbrance or claim. [END of ARTICLE VI] PPAB 2378628v2 13 Board of Commissioners - April 21, 2014 ITEM: 4 -2-16 ARTICLE VII DAMAGE, DESTRUCTION AND LOSS OR THEFT OF MORTGAGED PROPERTY; NET PROCEEDS Section 7.1 Damage, Destruction or Condemnation. If, during the term hereof, (1) any portion of the Mortgaged Property is destroyed or damaged by fire or other casualty; (2) title to or the temporary or permanent use of any portion of the Mortgaged Property or the estate of the County or the Corporation or its assignee in any portion of the Mortgaged Property is taken under the power of eminent domain by any governmental authority; (3) a material defect in construction of any portion of the Mortgaged Property becomes apparent; or (4) title to or the use of any portion of the Mortgaged Property is lost by reason of a defect in title thereto, then the County continues to be obligated, subject to the provisions of Section 7.2, to pay the amounts specified in Section 3.1 at the respective times required. Section 7.2 Obligation of the County to Repair and Replace the Mortgaged Property. Subject to the provisions of Section 7.3, the Trustee shall cause the Net Proceeds of any insurance policies, performance or payment bonds, if any, condemnation awards or Net Proceeds made available by reason of any occurrence described in Section 7. 1, to be deposited in a separate fund held by the Trustee. Except as set forth in Section 7.3, all Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Mortgaged Property on receipt of requisitions acceptable to the Trustee approved by a County Representative stating with respect to each payment to be made: (a) the requisition number; (b) the name and address of the person, firm or corporation to whom payment is due; (c) the amount to be paid; and (d) that each obligation mentioned therein has been properly incurred, is a proper charge against such separate fund, and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall cooperate with the County in the administration of such separate fund and shall not unreasonably withhold its approval of requisitions under this Section 7.2. If the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Mortgaged Property, the County may complete the work and pay any cost in excess of the amount of the Net Proceeds, and the County agrees that, if by reason of any such insufficiency of the Net Proceeds, the County shall make any payments pursuant to the provisions of this Section 7.2, the County is not entitled to any reimbursement therefor from the Corporation, the Trustee or the Owners nor is the County entitled to any diminution of the amounts payable under Section 3.1. Any repair, restoration, modification, improvement or replacement paid for in whole or in part out of such Net Proceeds shall be the property of the County, subject to the Deed of Trust to the extent it relates to the Mortgaged Property, and shall be included as part of the Mortgaged Property under this Contract. Section 7.3 Discharge of'the Obligation of'the County to Repair the Mortgaged Property. On the occurrence of an event described in Section 7.1 with respect to the Mortgaged Property, the County may elect not to repair, restore, improve or replace the affected portion of the Mortgaged Property if (1) the Net Proceeds are less than $500,000 and (2) a County Representative certifies to the Corporation that such Net Proceeds are not necessary to restore the affected portion of the Mortgaged Property to its intended use. In such event, the County shall direct the Trustee to deposit such Net Proceeds in the Bond Fund to be applied toward the next payment of principal and interest with respect to the Bonds. Within 90 days of the occurrence of an event specified in Section 7. 1, the County shall commence the repair, restoration, modification, improvement or replacement of the Mortgaged Property, or shall elect, by written notice to the Trustee, to proceed under the provisions of the immediately preceding paragraph. For purposes of this Section, "commence" shall include the retention of an architect or engineer in anticipation of repair, restoration, modification, improvement or replacement of the Mortgaged Property. PPAB 2378628v2 14 Board of Commissioners - April 21, 2014 ITEM: 4 -2-17 Section Z4 Cooperation of the Corporation. The Corporation shall cooperate fully with the County and the Trustee in filing any proof of loss with respect to any insurance policy covering the events described in Section 7. 1, and hereby assigns to the Trustee any interest it may have in such policies or rights of action for such purposes. In no event shall the Corporation or the County voluntarily settle, or consent to the settlement of, any proceeding arising out of any such insurance claim with respect to the Mortgaged Property without the written consent of the other. [END of ARTICLE VII] PPAB 2378628v2 15 Board of Commissioners - April 21, 2014 ITEM: 4 -2-18 ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COUNTY AND THE CORPORATION Section 8.1 Representations, Warranties and Covenants of the County. The County warrants and represents to the Corporation and to the Trustee for the benefit of the Owners (all such representations and warranties being continuing) that: (a) The County is a duly organized and validly existing political subdivision of the State and has all powers necessary to enter into the transactions contemplated by this Contract and the Deed of Trust and to carry out its obligations hereunder; (b) The County agrees that during the term of this Contract it will take no action that would adversely affect its existence as a political subdivision in good standing in the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivisions of the State to consolidate with or merge into it, unless the political subdivision of the State created thereby expressly assumes in writing the County's obligations hereunder; (c) This Contract, the Deed of Trust and all other documents relating hereto and the performance of the County's obligations hereunder and thereunder have been or will be duly and validly authorized, executed and delivered by the County and approved under all laws, regulations and procedures applicable to the County and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitute valid, legal and binding obligations of the County, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and such principles of equity as a court having jurisdiction may impose; (d) No approval or consent is required from any governmental authority with respect to the entering into or performance by the County of this Contract, the Deed of Trust and all other documents related thereto and the transactions contemplated hereby and thereby or if such approvals are required, they will be duly obtained; (e) Except as disclosed by the County in writing to the Corporation and the Trustee, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best of the County's knowledge, threatened, against or affecting the County challenging the validity or enforceability of this Contract, the Deed of Trust or any other documents relating hereto and the performance of the County's obligations hereunder and thereunder, and compliance with the provisions hereof or thereof, under the circumstances contemplated hereby or thereby, does not and will not in any material respect conflict with, constitute on the part of the County a breach of or default under, or result in the creation of a lien or other encumbrance on any property of the County (except as contemplated herein or therein) pursuant to any agreement or other instrument to which the County is a party, or any existing law, regulation, court order or consent decree to which the County is subject; (f) Neither the execution and delivery of this Contract or the Deed of Trust or the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County is bound or constitutes a default under any of the foregoing, nor conflicts with or results in a violation of any provision of applicable law or PPAB 2378628v2 16 Board of Commissioners - April 21, 2014 ITEM: 4 -2-19 regulation governing the County and no representation, covenant and warranty herein is false, misleading or erroneous in any material respect; (g) The County vested with fee simple title to the Mortgaged Property free and clear of any liens or encumbrances other than the lien created by the Deed of Trust and the other liens permitted hereby and thereby; (h) The resolutions relating to the performance by the County of this Contract, the Deed of Trust and the transactions contemplated hereby and thereby, have been duly adopted, are in full force and effect, and have not been in any respect modified, revoked or rescinded; (i) The Project is essential to the proper, efficient and economical operation of the County and the delivery of its services, and the Project provides an essential use and permits the County to carry out public functions that it is authorized by law to perform; 0) The County reasonably believes funds will be available to satisfy all of its obligations hereunder; (k) The County shall (1) cause its Budget Officer, as statutorily defined, to include the Installment Payments and the reasonably estimated Additional Payments coming due in each Fiscal Year in the corresponding annual budget request, (2) require that the deletion of such funds from the County's final budget or any amended budget be made only pursuant to an express resolution of the Board which explains the reason for such action and (3) deliver notice to the Trustee, S &P, Moody's and the LGC within five days after the adoption by the Board of the resolution described in clause (2) above. Nothing contained in this paragraph (k) obligates the County to appropriate money contained in the proposed budget for the payment of Installment Payments and reasonably estimated Additional Payments coming due under this Contract; (1) Money appropriated by the County to make Installment Payments in any Fiscal Year shall be used for no other purpose; (m) The County agrees, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC "), to provide to the Municipal Securities Rulemaking Board (the WSRB "): (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2014, the audited financial statements of the County for the preceding Fiscal Year, if available, prepared in accordance with Section 159 -34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the County for such Fiscal Year to be replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; (2) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2014, (a) the financial and statistical data as of a date not earlier than the end of the preceding Fiscal Year for the type of information included under the captions "THE COUNTY - Debt Information" and "- Tax Information" (including subheadings thereunder) in Appendix A to the Official Statement dated [May 22, 2014] with respect to the 2014 Bonds (excluding, in each case, any information on overlapping or underlying units); PPAB 2378628v2 17 Board of Commissioners - April 21, 2014 ITEM: 4 -2-20 (3) in a timely manner not in excess of 10 Business Days after the occurrence of the event, notice of any of the following events with respect to the 2014 Bonds: (A) principal and interest payment delinquencies; (B) non - payment related defaults, if material; (C) unscheduled draws on the debt service reserves reflecting financial difficulties; (D) unscheduled draws on any credit enhancements reflecting financial difficulties; (E) substitution of any credit or liquidity providers, or their failure to perform; (F) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax status of the 2014 Bonds or other material events affecting the tax status of the 2014 Bonds; (G) modification of the rights of the Beneficial Owners of the 2014 Bonds, if material; (1-1) call of any of the 2014 Bonds, if material, and tender offers; (I) defeasance of any of the 2014 Bonds; (J) release, substitution or sale of any property securing repayment of the 2014 Bonds, if material; (K) rating changes; (L) bankruptcy, insolvency, receivership or similar event of the County; (M) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to such actions, other than pursuant to its terms, if material; (N) appointment of a successor or additional trustee or the change of name of a trustee, if material; and (4) in a timely manner, notice of a failure of the County to provide required annual financial information described in (1) or (2) above on or before the date specified. The County agrees that its undertaking under this paragraph is intended to be for the benefit of the Owners and the beneficial owners of the 2014 Bonds and is enforceable by the Trustee or by any of them, including an action for specific performance of the PPAB 2378628v2 18 Board of Commissioners - April 21, 2014 ITEM: 4 -2-21 County's obligations under this paragraph, but a failure to comply will not be an Event of Default under Section 12.1 of this Contract and will not result in acceleration of the principal component of Installment Payments. An action must be instituted, had and maintained in the manner provided in this paragraph for the benefit of all of the Owners and beneficial owners of the 2014 Bonds. The County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County, but: (1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, would have complied with the requirements of the Rule as of the date of the Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; (3) any such modification does not materially impair the interest of the Owners or the beneficial owners, as determined by nationally recognized bond counsel or by the approving vote of the Owners of a majority in principal amount of the 2014 Bonds pursuant to Section 9.5 of the Indenture as may be amended from time to time. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. All documents provided to the MSRB as described above are to be provided in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by transmitting those documents or notices in a manner subsequently required by the U.S. Securities and Exchange Commission in lieu of the manner described above. The provisions of this paragraph terminate on payment, or provision having been made for payment in a manner consistent with the Rule, in full of the principal of and interest with respect to the 2014 Bonds. Section 8.2 Warranties and Representations of'the Corporation. The Corporation warrants and represents to the County (all such warranties and representations continuing) that: (a) The Corporation is a nonprofit corporation duly organized, existing and in good standing under and by virtue of the laws of the State, has the power to enter into this Contract and the Indenture, and has duly authorized the execution and delivery of this Contract and the Indenture; (b) The Corporation has duly authorized this Contract and the Indenture and has caused each to be executed on its behalf in accordance with the laws of the State; PPAB 2378628v2 19 Board of Commissioners - April 21, 2014 ITEM: 4 -2-22 (c) Neither the execution and delivery of this Contract or the Indenture, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of the charter or bylaws of the Corporation or any agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing; and (d) To the best of the Corporation's knowledge after due and reasonable investigation, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board, or body pending or threatened against or affecting the Corporation challenging the validity or enforceability of this Contract, the Indenture or any other documents relating hereto and the performance of the Corporation's obligations hereunder and thereunder. [END OF ARTICLE VIII] PPAB 2378628v2 20 Board of Commissioners - April 21, 2014 ITEM: 4 -2-23 ARTICLE IX TAX COVENANTS AND REPRESENTATIONS The County covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest portion of the Installment Payments related to the 2014A Bonds created by this Contract under Section 103 of the Code. The County will not directly or indirectly use or permit the use of any proceeds of any fund created under the Indenture, or take or omit to take any action that would cause the obligation created by this Contract with respect to the 2014A Bonds to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. To that end, the County and the Corporation have executed the Arbitrage and Tax Regulatory Agreement and will comply with all requirements of Section 148 of the Code to the extent applicable. The County further represents and covenants that the Installment Payments related to the 2014A Bonds created by this Contract are not and will not constitute a "private activity bond" as defined in Section 141 of the Code. Without limiting the generality of the foregoing, the County agrees that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the obligation created by this Contract from time to time. This covenant shall survive the payment in full of all Installment Payments related to the 2014A Bonds created under this Contract. Notwithstanding any provision of this Article, if the County shall provide to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section or the Arbitrage and Tax Regulatory Agreement is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the obligations related to the 2014A Bonds created by this Contract pursuant to Section 103 of the Code, the County, the Corporation and the Trustee may rely conclusively on such opinion in complying with the provisions hereof. [END OF ARTICLE IX] PPAB 2378628v2 21 Board of Commissioners - April 21, 2014 ITEM: 4 -2-24 ARTICLE X INDEMNIFICATION To the extent permitted by applicable law and Article XIV, the County hereby agrees to indemnify, protect and save the Corporation, the LGC, the Trustee and any member, director, officer, agent or employee of the foregoing harmless from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including attorneys' fees, arising out of, connected with, or resulting, directly or indirectly, from the Project, or from the Indenture, the Deed of Trust and this Contract or from the County's performance under each of said documents, including, without limitation, the possession, condition or use of the Project. The indemnification arising under this Article shall continue in full force and effect notwithstanding the payment in full of all obligations under this Contract. [END of ARTICLE X] PPAB 2378628v2 22 Board of Commissioners - April 21, 2014 ITEM: 4 -2-25 ARTICLE XI DISCLAIMER OF WARRANTIES THE CORPORATION AND THE TRUSTEE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECTOR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT. [END OF ARTICLE XI] PPAB 2378628v2 23 Board of Commissioners - April 21, 2014 ITEM: 4 -2-26 ARTICLE XII DEFAULT AND REMEDIES Section 12.1 Definition of Event of Default. The County shall be deemed to be in default hereunder upon the happening of any of the following events of default (each, an "Event of Default "): (a) The County fails to make any Installment Payment on the date such Installment Payment is due hereunder; (b) The County fails to budget and appropriate money sufficient to pay all Installment Payments and the reasonably estimated Additional Payments coming due in any Fiscal Year; (c) The County fails to perform or observe any term, condition or covenant of this Contract on its part to be observed or performed, other than as referred to in (a) or (b) above, or of the Deed of Trust on its part to be observed or performed, or breaches any warranty by the County herein or therein contained, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the County by the Trustee unless the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure cannot be corrected within the stated period, Trustee will not unreasonably withhold consent for an extension not longer than 180 days; (d) Any bankruptcy, insolvency or reorganization proceedings or similar litigation, is instituted by the County, or a receiver, custodian or similar officer is appointed for the County or any of its property, and such proceedings or appointments are not vacated or fully stayed within 90 days after the institution or occurrence thereof, or (e) Any representation or statement made by the County herein, in the Deed of Trust or in any other document executed or delivered in connection herewith is found to be incorrect or misleading in any material respect on the date made. Section 12.2 Remedies on Default. On the occurrence of any Event of Default, the Trustee may, and if required by a majority in aggregate principal amount of the Owners of the Bonds, the Trustee shall, to the extent permitted by applicable law and Article XIV, exercise any one or more of the following remedies as the Trustee shall elect or as shall be directed by a majority in aggregate principal amount of the Owners of the Bonds: (a) Declare the unpaid portion of the principal and interest components of Installment Payments immediately due and payable without notice or demand to the County; (b) Proceed by appropriate court action to enforce performance by the County of the applicable covenants of this Contract or to recover for the breach thereof, or (c) Exercise or direct the Deed of Trust trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved under this Contract and the Deed of Trust including, without limitation, to the extent permitted by law, re -enter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys' fees, incurred with the recovery, repair, storage PPAB 2378628v2 24 Board of Commissioners - April 21, 2014 ITEM: 4 -2-27 and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, shall pay any remaining proceeds to the County. Notwithstanding any other provisions herein, it is the intent of the parties hereto to comply with General Statutes of North Carolina Section 160A -20. No deficiency judgment may be rendered against the County in violation of Section 160A -20 including, without limitation, any deficiency judgment for amounts that may be owed hereunder when the sale of all or any portion of the Mortgaged Property is insufficient to produce enough money to pay in full all remaining obligations under this Contract. To the extent of any conflict between this paragraph and any other provision of this Article XII, this paragraph shall take priority. This Section 12.2 in no way limits the provisions of Article XIV. Section 12.3 Further Remedies. Notwithstanding the occurrence of an Event of Default hereunder and the exercise of any or all of the remedies listed in Section 12.2, this Contract shall remain in full force and effect and the County, to the extent permitted by applicable law and subject to Article XIV, shall be and remain liable for the full performance of all its obligations hereunder. All remedies of the Trustee are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy. [END OF ARTICLE XII] PPAB 2378628v2 25 Board of Commissioners - April 21, 2014 ITEM: 4 -2-28 ARTICLE XIII ASSIGNMENT Section 13.1 Assignment by the County. The County may not sell, assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance on or against any interest in this Contract or the Mortgaged Property (except for Permitted Encumbrances under Section 6.2) without the prior written consent of the Trustee. Notwithstanding the foregoing, the County may lease all or a portion of the Mortgaged Property subject to the following conditions: (a) the obligation of the County to make Installment Payments and Additional Payments under this Contract will remain obligations of the County; (b) the County will furnish or cause to be furnished to the Trustee a true and complete copy of such lease at least 30 days before the execution and delivery of any such lease; (c) no lease will cause the interest component of Installment Payments relating to any Bonds intended to be excludable from gross income of the recipient thereof for federal income tax purposes to become includable in gross income for federal income tax purposes; and (d) the Trustee may request to receive an opinion of Counsel to the County to the effect that such lease is subordinate in all respects to the lien of the Deed of Trust and that such lease is subject to immediate termination at the direction of the Trustee following an Event of Default by the County under this Contract. Section 13.2 Assignment by the Corporation. The Corporation has assigned all of its interest in the Mortgaged Property and this Contract (other than its rights under Article X, certain notice rights and those Additional Payments payable to the Corporation under this Contract), including without limitation, the Corporation's rights to receive the Installment Payments, to the Trustee. [END OF ARTICLE XIII] PPAB 2378628v2 26 Board of Commissioners - April 21, 2014 ITEM: 4 -2-29 ARTICLE XIV LIMITED OBLIGATION OF THE COUNTY Notwithstanding any provision of this Contract, the Indenture or the Deed of Trust which may be to the contrary, no provision of this Contract, the Indenture or the Deed of Trust shall be construed or interpreted as creating a pledge of the faith and credit of the County within the meaning of the constitution of the State. No provision of this Contract, the Indenture or the Deed of Trust shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the County within the meaning of the constitution of the State. This Contract, the Indenture and the Deed of Trust shall not directly or indirectly or contingently obligate the County to make any payments beyond those appropriated in the sole discretion of the County for any Fiscal Year in which this Contract is in effect; provided, however, any failure or refusal by the County to appropriate funds which results in the failure by the County to make any payment coming due hereunder will in no way obviate the occurrence of the event of default resulting from such nonpayment. No deficiency judgment may be rendered against the County in any action for breach of a contractual obligation under this Contract, and the taxing power of the County is not and may not be pledged directly or indirectly or contingently to secure any moneys due under this Contract. No provision of this Contract or the Indenture shall be construed to pledge or to create a lien on any class or source of the County's money, nor shall any provision of this Contract, the Indenture or the Deed of Trust restrict the future issuance of any of the County's bonds or obligations payable from any class or source of the County's moneys. To the extent of any conflict between this Article XIV and any other provision of this Contract, the Indenture or the Deed of Trust, this Article shall take priority. [END of ARTICLE XIV] PPAB 2378628v2 27 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 30 ARTICLE XV JOINDER BY THE TRUSTEE The Trustee hereby executes this Contract to signify its agreement to be bound by the terms of this Contract applicable to it. The County and the Corporation acknowledge and agree that the Trustee shall be entitled to enforce and to benefit from the terms and conditions of this Contract. [END OF ARTICLE XV] PPAB 2378628v2 28 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 31 ARTICLE XVI MISCELLANEOUS Section 16.1 Waiver. No covenant or condition of this Contract can be waived except by the written consent of the Corporation and the Trustee. Any failure of the Corporation or the Trustee to require strict performance by the County or any waiver by the Corporation or the Trustee of any terms, covenants or contracts herein shall not be construed as a waiver of any other breach of the same or any other term, covenant or contract herein. Section 16.2 County's Acceptance of'Rights and Responsibilities Under the Indenture. The County accepts all responsibilities assigned to it under and pursuant to the Indenture. Section 16.3 Severability. If any portion of this Contract other than Article XIV is determined to be invalid under any applicable law, such provision shall be deemed void and the remainder of this Contract shall continue in full force and effect. Section 16.4 Governing Law. This Contract is to be construed, interpreted and enforced in accordance with the laws of the State. Section 16.5 Notices. Any and all notices, requests, demands, and other communications given under or in connection with this Contract are effective only if in writing and either personally delivered or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to the County: County of New Hanover, North Carolina 230 Government Center Drive, Suite 165 Wilmington, North Carolina 28403 Attention: Finance Director If to the Corporation: New Hanover County Financing Corporation 230 Government Center Drive, Suite 125 Wilmington, North Carolina 28403 Attention: County Attorney If to the Trustee: U.S. Bank National Association 5540 Centerview Drive, Suite 200 Raleigh, North Carolina 27606 Attention: Global Corporate Trust Services The Corporation, the County and the Trustee may, by written notice to the others, designate any further or different addresses to which subsequent notices, certificates or other communications are to be sent. Section 16.6 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Contract. Section 16.7 Entire Contract. This Contract, together with the schedules and Exhibits hereto, constitutes the entire contract between the parties and this Contract may not be modified, amended, altered or changed except by written contract signed by the parties. PPAB 2378628v2 29 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 32 Section 16.8 Binding Effect. Subject to the specific provisions of this Contract, this Contract is binding on and inures to the benefit of the parties and their respective successors and assigns (including expressly any successor of the Trustee). Section 16.9 Time. Time is of the essence of this Contract and each and all of its provisions. Section 16.10 Payments. If the date for making payment, or the last date for performance of any act or the exercising of any right, as provided in this Contract, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Contract, and no interest shall accrue for the period after such nominal date. Section 16.11 Covenants of County, Corporation or LGC not Covenants of Officials Individually. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, director, agent, officer or employee of the County, the Corporation or the LGC in his individual capacity, and neither the members of the Board, the Board of Directors of the Corporation, the members of the LGC nor any other member, director, agent, officer or employee of the Board, the County, the Corporation or the LGC shall be subject to any personal liability or accountability by reason of the execution and delivery of the Bonds. No member of the Board, the Board of Directors of the Corporation, the LGC nor any agent, officer or employee of the County, the Corporation or the LGC shall incur any personal liability under this Contract. Section 16.12 Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Bond Fund, the Acquisition and Construction Fund, the Prepayment Fund or any other fund or account created under the Indenture other than the Rebate Fund, on termination of this Contract and the Indenture, and after payment in full of the Bonds (or provision for payment thereof having been duly made in accordance with the provisions of this Contract or the Indenture) and fees and expenses of the Trustee in accordance with this Contract and the Indenture, shall be paid to the County by the Trustee as an overpayment of Installment Payments in accordance with the terms of the Indenture. Section 16.13 Amendments to this Contract. This Contract may not be amended by the parties hereto except in accordance with Article IX of the Indenture. In addition, no amendment to this Contract which would increase the amount or maturity of Bonds Outstanding or the interest rate with respect thereto is effective until it is approved by the LGC. Section 16.14 Execution in Counterparts. This Contract may be executed in any number of counterparts, each of which is an original and all of which constitute but one and the same instrument. [END OF ARTICLE XVI] [SIGNATURES ON FOLLOWING PAGES] PPAB 2378628v2 30 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 33 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the day and year first above written. [SEAL] NEW HANOVER COUNTY FINANCING CORPORATION ME Woody White, President [SIGNATURES CONTINUED ON FOLLOWING PAGES] PPAB 2378628v2 31 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 34 [SEAL] [COUNTERPART SIGNATURE PAGE TO THE INSTALLMENT FINANCING CONTRACT DATED AS OF MAY 1, 2014, BETWEEN NEW 14ANOVER COUNTY FINANCING CORPORATION AT THE COUNTY OF NEW HANOVER, NORTH CAROLINA] COUNTY OF NEW HANOVER, NORTH CAROLINA Woody White Chair of the Board of Commissioners [SIGNATURES CONTINUED ON FOLLOWING PAGES] PPAB 2378628v2 32 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 35 [COUNTERPART SIGNATURE PAGE TO THE INSTALLMENT FINANCING CONTRACT DATED AS OF MAY 1, 2014, BETWEEN NEW 14ANOVER COUNTY FINANCING CORPORATION AT THE COUNTY OF NEW HANOVER, NORTH CAROLINA] Consented to and Accepted: U.S. BANK NATIONAL ASSOCIATION, as Trustee ME Shawna L. Hale Vice President [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] PPAB 2378628v2 33 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 36 [COUNTERPART SIGNATURE PAGE TO THE INSTALLMENT FINANCING CONTRACT DATED AS OF MAY 1, 2014, BETWEEN NEW 14ANOVER COUNTY FINANCING CORPORATION AT THE COUNTY OF NEW HANOVER, NORTH CAROLINA] THIS CONTRACT HAS BEEN APPROVED UNDER THE PROVISIONS OF 'rHE NORTH CAROLINA GENERAL STATUTES, § 159 -152. Secretary of the Local Government Commission PPAB 2378628v2 34 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 37 INSTALLMENT PAYMENT SCHEDULE — 2014A BONDS PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 11/25/2014 05/26/2015 11/25/2015 05/26/2016 11/25/2016 05/26/2017 11/25/2017 05/26/2018 11/25/2018 05/26/2019 11/25/2019 05/26/2020 11/25/2020 05/26/2021 11/25/2021 05/26/2022 11/25/2022 05/26/2023 11/25/2023 05/26/2024 11/25/2024 05/26/2025 11/25/2025 05/26/2026 11/25/2026 05/26/2027 11/25/2027 05/26/2028 11/25/2028 05/26/2029 11/25/2029 05/26/2030 11/25/2030 05/26/2031 11/25/2031 05/26/2032 11/25/2032 05/26/2033 11/25/2033 05/26/2034 TOTAL PPAB 2378628v2 PS -1 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 38 INSTALLMENT PAYMENT SCHEDULE — 2014B BONDS PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 11/25/2014 05/26/2015 11/25/2015 05/26/2016 11/25/2016 05/26/2017 11/25/2017 05/26/2018 11/25/2018 05/26/2019 11/25/2019 05/26/2020 11/25/2020 05/26/2021 11/25/2021 05/26/2022 11/25/2022 05/26/2023 11/25/2023 05/26/2024 11/25/2024 05/26/2025 11/25/2025 05/26/2026 11/25/2026 05/26/2027 11/25/2027 05/26/2028 11/25/2028 05/26/2029 11/25/2029 05/26/2030 11/25/2030 05/26/2031 11/25/2031 05/26/2032 11/25/2032 05/26/2033 11/25/2033 05/26/2034 TOTAL PPAB 2378628v2 PS -2 Board of Commissioners - April 21, 2014 ITEM: 4 - 2 - 39 EXHIBIT A FORM OF REQUISITION ACQUISITION AND CONSTRUCTION FUND U.S. Bank National Association 5540 Centerview Drive, Suite 200 Raleigh, North Carolina 27606 Attention: Global Corporate Trust Services Re: Direction to Make Disbursements from the Acquisition and Construction Fund Ladies and Gentlemen: Pursuant to Section 3.11 of the Indenture of Trust dated as of May 1, 2014 (the "Indenture ") between New Hanover County Financing Corporation (the "Corporation ") and U.S. Bank National Association, as trustee (the "Trustee "), and Section 4.2 of the Installment Financing Contract dated as of May 1, 2014 (the "Contract ") between the Corporation and the County of New Hanover, North Carolina (the "County "), you are hereby directed to disburse from the Acquisition and Construction Fund referred to in the Indenture (the "Acquisition and Construction Fund") the amount indicated below. The undersigned hereby certifies: 1. This is requisition number from the [2014A Bond Account /201413 Bond Account] of the Acquisition and Construction Fund. 2. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: 3. The amount to be disbursed is $ 4. The purpose of the disbursement is to 5. The disbursement herein requested is for an obligation properly incurred, is a proper charge against the Acquisition and Construction Fund and has not been the basis of any previous disbursement. Dated this day of 120 . COUNTY OF NEW HANOVER, NORTH CAROLINA M. County Representative PPAB 2378628v2 A -1 Board of Commissioners - April 21, 2014 ITEM: 4 -2-40 PPAB 2378628v2 A -1 Board of Commissioners - April 21, 2014 ITEM: 4 -2-41 Drafted by and Return to: Rebecca Blackmon Joyner, Esq. Parker Poe Adams & Bernstein LLP 150 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 NORTH CAROLINA NEW HANOVER COUNTY COLLATERAL IS OR INCLUDES FIXTURES DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Parker Poe Draft 4/10/14 THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING is made and entered into as of the 1st day of May, 2014 (the "Deed of Trust "), from the COUNTY OF NEW HANOVER, NORTH CAROLINA, a political subdivision regularly created and validly existing under the laws of the State of North Carolina, whose address is 230 Government Center Drive, Suite 165, Wilmington, North Carolina 28403 (the "Grantor "), to BRANDON K. LEWISOHN, as trustee (hereinafter referred to as the "Trustee'), for the benefit of NEW HANOVER COUNTY FINANCING CORPORATION, a nonprofit corporation duly created, existing and in good standing under the laws of the State of North Carolina, whose address is 230 Government Center Drive, Suite 125, Wilmington, North Carolina 28403, as grantee (the "Corporation ") (the Corporation and its successors and assigns are hereinafter referred to as "Beneficiary "). RECITALS: The Grantor and the Corporation have entered into an Installment Financing Contract dated as of May 1, 2014 (the "Contract "), pursuant to which (1) the Corporation has agreed to advance certain funds to enable the Grantor to pay the capital costs of (1) renovation of the County's historic administrative office building (the "Historic Administrative Building ") to house the County's register of deeds and other court- related functions and (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions (collectively, the "2014A Project "), and (3) the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County (the "2014B Project, " and together with the 2014A Project, the "Project "); and (2) the Grantor has agreed to make the Installment Payments (as defined in the Contract) to the Corporation. The Contract is incorporated herein by this reference. Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 1 The Corporation has assigned substantially all of its rights under the Contract to U.S. Bank National Association pursuant to an Indenture of Trust dated as of May 1, 2014 (the "Indenture ") between the Corporation and U.S. Bank National Association, as bond trustee), under which the Limited Obligation Bonds, Series 2014A and Taxable Limited Obligation Bonds, Series 2014B (collectively, the "Bonds "), each evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract) under the Contract will be executed, delivered and sold. U.S. Bank National Association is unwilling to enter into the Indenture and the Corporation is unwilling to enter into the Contract unless the Grantor secures the obligations under the Contract and this Deed of Trust by the conveyance of the Mortgaged Property (as defined below), and the improvements and fixtures thereon, and as more fully described in this Deed of Trust. This Deed of Trust has been executed and delivered to secure (1) the obligations of the Grantor to make the Installment Payments and (2) the payment and performance of all of the other liabilities and obligations, whether now existing or hereafter arising, of the Grantor to the Corporation under the Contract and this Deed of Trust, all such obligations and liabilities described in (1) or (2) above hereinafter collectively called the "Indebtedness." It is intended that this Deed of Trust comply with the provisions of Sections 45 -67 et seq. of the North Carolina General Statutes. For purposes of complying with such provisions, the Grantor hereby represents as follows: (a) That this Deed of Trust has been executed and delivered by the Grantor to secure future Indebtedness which may be incurred from time to time under the Contract; (b) That the maximum principal amount, including present and future Indebtedness, which may be secured by this Deed of Trust at any one time is $100,000,000 (exclusive of advances that may be made under the terms of the Contract or this Deed of Trust for fire and extended coverage insurance, taxes, assessment or other necessary expenditures for the preservation of the real property), subject to the limitation that at no time shall the total principal amount of Indebtedness secured hereby exceed said maximum principal sum of $100,000,000 together with accrued interest and the payment for fire and extended coverage insurance, taxes, assessments or other necessary expenditures for the preservation of the real property; provided that the foregoing limitation shall apply only to the lien upon real property located in the State of North Carolina created by this Deed of Trust and shall not in any manner limit, affect or impair any grant of a security interest in or lien on any other real property or any personal property in favor of the Beneficiary; (c) That the period within which such future Indebtedness may be incurred is the period between the date hereof and the date 30 years from the date hereof, and (d) It shall not be a requirement for any such future Indebtedness to be secured hereby that the Grantor sign an instrument or other notation stipulating that such Indebtedness is secured by this Deed of Trust, as no such future Indebtedness is required, under the Contract or otherwise, to be evidenced by a written instrument or notation. The Grantor desires to secure (a) the payment of the Indebtedness and any renewals, modifications or extensions thereof, in whole or in part, and (b) the additional payments hereinafter agreed to be made by or on behalf of the Grantor, by a conveyance of the lands and security interests hereinafter described. Now, THEREFORE, in consideration of the premises and for the purposes aforesaid, and in further consideration of the sum of Ten Dollars ($10.00) paid to the Grantor by the Trustee and other 2 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 2 valuable considerations, receipt of which is hereby acknowledged, the Grantor has given, granted, bargained and sold, and by these presents does give, grant, bargain, sell and convey unto the Trustee, its heirs, successors and assigns, the following property (hereinafter collectively referred to as the "Mortgaged Property "): (a) The real property lying and being in New Hanover County, North Carolina and described below in the legal description attached as an exhibit hereto (hereinafter referred to as the "Land "): SEE EXHIBIT "A" ATTACHED HERETO FOR LAND DESCRIPTION, WHICH EXHIBIT "A" Is INCORPORATED HEREIN BY REFERENCE. (b) All buildings, structures, additions and improvements of every nature whatsoever now or hereafter situated on or about the Land (the Improvements "). (c) Notwithstanding Section 1.16 hereof, all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, fire extinguishers and any other safety equipment required by governmental regulation or law, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes and other machinery, equipment or other tangible personal property, which are or shall be so attached to the Improvements, including all extensions, additions, improvements, betterments, renewals, replacements and substitutions, or proceeds from a permitted sale of any of the foregoing, as to be deemed to be fixtures under North Carolina law (collectively, the "Fixtures ") and accessions to the Land and a part of the Mortgaged Property as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Indebtedness. The location of the collateral described in this paragraph is also the location of the Land, and the record owner of the Land is the Grantor. (d) Notwithstanding Section 1.15 hereof, all easements, rights -of -way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances, reversion and reversions, remainder and remainders, whatsoever, in any way belonging, relating or appertaining to the Mortgaged Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Grantor. (e) All leases affecting the Mortgaged Property or any part thereof and all income, rents and issues of the Mortgaged Property and the Improvements now or hereafter located thereon from time to time accruing (including without limitation all payments under leases or tenancies, proceeds of insurance, condemnation payments, tenant security deposits whether held by the Grantor or in a trust account, and escrow funds), and all the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of the Grantor of, in and to the same; reserving only the right to the Grantor to collect and apply the same (other than insurance proceeds and condemnation payments) so long as the Grantor is not in Default hereunder. To HAVE A-ND To HOLD, the Mortgaged Property unto the Trustee, its heirs, successors and assigns, in fee simple forever, upon the trusts, terms and conditions and for the uses and purposes hereinafter set out; PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 3 And the Grantor covenants with the Trustee that the Grantor is lawfully seized of the Mortgaged Property in fee simple and has the right to convey the same in fee simple; that, except for Permitted Encumbrances (as defined in Exhibit `B" attached hereto and incorporated herein by reference), the same are free and clear of all encumbrances, and that the Grantor will warrant and defend the title to the same against the claims of all persons whomsoever arising by, under or through the Grantor. THIS CONVEYANCE Is MADE UPON THIS SPECIAL TRUST, that if the Grantor shall pay the Indebtedness in accordance with the terms of the Contract, together with interest thereon, and any renewals or extensions thereof in whole or in part, and shall comply with all the covenants, terms and conditions of this Deed of Trust, then this conveyance shall be null and void and may be canceled of record at the request and at the cost of the Grantor. TO PROTECT THE SECURITY OF THls DEED OF TRUST, the Grantor hereby further covenants and agrees as follows: ARTICLE I 1.01 Payment of Indebtedness. The Grantor will pay the Indebtedness and all other sums now or hereafter secured hereby promptly as the same shall become due. 1.02 Taxes, Liens and Other Charges The Grantor will comply with the terms of the Contract in all matters relating to Taxes, Liens and other charges. 1.03 Insurance. The Grantor shall comply with the terms of the Contract in all matters relating to insurance. 1.04 Condemnation The Grantor shall comply with the terms of the Contract in all matters relating to condemnation. 1.05 Care of Mortgaged Property. The Grantor shall comply with the Contract in all matters relating to the care of Mortgaged Property. 1.06 Leases and Other Agreements Affecting Property. The Grantor will duly and punctually perform all terms, covenants, conditions and agreements binding upon it under any lease or any other agreement of any nature whatsoever which involves or affects the Mortgaged Property or any part thereof The Grantor will, at the request of Beneficiary, furnish Beneficiary with executed copies of all leases now or hereafter created upon the Mortgaged Property or any part thereof, and all leases now or hereafter entered into will be in form and substance subject to the prior written approval of Beneficiary (which approval will not be unreasonably withheld or delayed). The Grantor will not, without the express written approval of Beneficiary (which approval will not be unreasonably withheld or delayed), modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter created upon the Mortgaged Property or any part thereof, nor will the Grantor permit an assignment or a subletting by any tenant without the prior express written approval of Beneficiary (which approval will not be unreasonably withheld or delayed). The Grantor will not accept payment of rent more than one (1) month in advance without the prior express written approval of Beneficiary. 1.07 Security Agreement and Fixture Filing. With respect to the Fixtures, this Deed of Trust is hereby made and declared to be a security agreement in favor of Beneficiary encumbering each and every item of such property included herein as a part of the Mortgaged Property, in compliance with the provisions of the Uniform Commercial Code as enacted in the State of North Carolina, and the Grantor hereby grants a security interest to Beneficiary in and to all of such Fixtures. This Deed of Trust shall constitute a financing statement filed as a fixture filing in accordance with N.C. Gen. Stat. §25 -9- 4 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 4 402 (or any amendment thereto). For purposes of complying with the requirements of N.C. Gen. Stat. §25 -9 -402, the name of Grantor, as Debtor, and Beneficiary, as Secured Party, and the respective addresses of Grantor, as Debtor, and Beneficiary, as Secured Party, are set forth on the first page of this Deed of Trust. Grantor authorizes Beneficiary to effect any filing or recording of any additional financing statements relating to the Fixtures or amendments thereto where appropriate to perfect and continue the security interest in, and to protect and preserve, the Fixtures. Subject to Article XIV of the Contract and the limitations on the remedies in Article XII of the Contract, the remedies for any violation of the covenants, terms and conditions of the security agreement contained in this Deed of Trust shall be (1) as prescribed herein, or (2) as prescribed by general law, or (3) as prescribed by the specific statutory consequences now or hereafter enacted and specified in said Uniform Commercial Code, all at Beneficiary's sole election. The mention in any such financing statement or statements of the rights in and to (1) the proceeds of any fire and /or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) the Grantor's interest as lessor in any present or future lease or rights to rents, issues or awards growing out of the use and /or occupancy of the Mortgaged Property, whether pursuant to lease or otherwise, shall not in any way alter any of the rights of Beneficiary as determined by this Deed of Trust or affect the priority of Beneficiary's security interest granted hereby or by any other recorded document, it being understood and agreed that such mention in such financing statement or statements is solely for the protection of Beneficiary in the event any court shall at any time hold with respect to the foregoing clauses (1), (2) or (3) of this sentence, that notice of Beneficiary's priority of interest, to be effective against a particular class of persons, must be filed in the Uniform Commercial Code records. 1.08 Further Assurances; After Acquired Property. At any time, and from time to time, upon request by Beneficiary, the Grantor will make, execute and deliver or cause to be made, executed and delivered, to Beneficiary and /or Trustee and, where appropriate and on request of the Trustee or the Beneficiary, cause to be recorded and /or filed and from time to time thereafter to be re- recorded and /or refiled at such time and in such offices and places as shall be deemed desirable by Beneficiary, any and all such other and further deeds of trust, security agreements, financing statements, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Beneficiary, be necessary or desirable to effectuate, complete, or perfect, or to continue and preserve (a) the obligations of the Grantor under the Contract or this Deed of Trust and (b) the lien of this Deed of Trust as a first and prior lien, subject to Permitted Encumbrances, upon and security title in and to all of the Mortgaged Property, whether now owned or hereafter acquired by Grantor. Upon any failure by the Grantor so to do, Beneficiary may make, execute, record, file, re- record and /or refile any and all such deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of the Grantor and the Grantor hereby irrevocably appoints Beneficiary as its agent and attorney -in -fact to do so. 1.09 Expenses To the extent permitted by applicable law and Article XIV of the Contract, the Grantor will pay or reimburse Beneficiary and Trustee, upon demand therefor, for all reasonable attorneys' fees, costs and expenses actually incurred by Beneficiary and the Trustee in any suit, action, legal proceeding or dispute of any kind in which Beneficiary and /or Trustee is made a party or appears as party plaintiff or defendant, affecting the Indebtedness secured hereby, this Deed of Trust or the interest created herein, or the Mortgaged Property, including, but not limited to, the exercise of the power of sale contained in this Deed of Trust, any condemnation action involving the Mortgaged Property or any action to protect the security hereof, but excepting therefrom any negligence or misconduct by Beneficiary or any breach of this Deed of Trust by Beneficiary; and all such amounts paid by Beneficiary shall be added to the Indebtedness. 1.10 Limit of Validity. If from any circumstances whatsoever fulfillment of any provision of this Deed of Trust or the Contract at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 5 applicable law, with regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Deed of Trust or the Contract that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity. 1.11 Use and Management of the Mortgaged Property. Unless required by applicable law, the Grantor shall not materially alter or change the use of the Mortgaged Property or abandon the Mortgaged Property without the prior written consent of Beneficiary which shall not be unreasonably withheld; provided, however, that nothing contained in this Section 1.11 or elsewhere in the Deed of Trust shall be deemed or construed so as to in any way estop, limit or impair the Grantor from exercising or performing any regulatory, policing, legislative, governmental or other powers or functions of a municipal corporation pursuant to applicable law. 1.12 Acquisition of Collateral. The Grantor shall not acquire any portion of the personal property, if any, covered by this Deed of Trust, subject to any security interest, conditional sales contract, title retention arrangement or other charge or lien taking precedence over the security title and lien of this Deed of Trust without the prior written consent of the Beneficiary (which consent will not be unreasonably withheld or delayed). 1.13 Hazardous Material. (a) The Grantor represents, warrants and agrees that, except as previously disclosed to the Corporation in writing, (1) the Grantor has not used or installed any Hazardous Material (as hereinafter defined) in violation of applicable Environmental Laws on, from or in the Mortgaged Property and to the Grantor's actual knowledge no other person has used or installed any Hazardous Material on, from or in the Mortgaged Property; (2) to the Grantor's knowledge, no other person has violated any applicable Environmental Laws (as hereinafter defined) relating to or affecting the Mortgaged Property or any other property owned by the Grantor except as previously disclosed to the Corporation; (3) to the best of the Grantor's knowledge the Mortgaged Property is presently in compliance with all applicable Environmental Laws, and there are no facts or circumstances presently existing upon or under the Mortgaged Property, or relating to the Mortgaged Property, which may violate any applicable Environmental Laws, and there is not now pending or, to the best knowledge of the Grantor, threatened any action, suit, investigation or proceeding against the Grantor or the Mortgaged Property (or against any other party relating to the Mortgaged Property) seeking to enforce any right or remedy against the Grantor or the Mortgaged Property under any of the Environmental Laws; (4) the Mortgaged Property shall be kept free of Hazardous Materials to the extent required by applicable Environmental Laws, and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, or process Hazardous Materials other than the processing of materials in the ordinary course of the Grantor's business as of the date hereof, (5) the Grantor shall not cause or permit the installation of Hazardous Materials in, on, over or under the Mortgaged Property or a Release (as hereinafter defined) of Hazardous Materials unto or from the Mortgaged Property or suffer the presence of Hazardous Materials in, on, over or under the Mortgaged Property in violation of applicable Environmental Laws; (6) the Grantor shall comply with Environmental Laws applicable to the Mortgaged Property, all at no cost or expense to Beneficiary or Trustee; (7) the Grantor has obtained and will at all times continue to obtain and /or maintain all licenses, permits and /or other governmental or regulatory actions necessary for the Mortgaged Property to comply with applicable Environmental Laws (the "Permits ") and the Grantor will be and at all times remain in full compliance with the terms and provisions of the Permits; (8) to the best of the Grantor's knowledge there has been no Release of any Hazardous Materials on or from the Mortgaged Property in violation of applicable Environmental Laws, whether or not such Release emanated from the Mortgaged Property or any contiguous real estate which has not been abated and any resulting violation of applicable Environmental Laws abates; and (9) the Grantor shall immediately give the Beneficiary oral and written notice in the event that the Grantor receives any notice from any 6 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 6 governmental agency, entity, or any other party with regard to Hazardous Materials on, from or affecting the Mortgaged Property and the Grantor shall conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials on, from or affecting the Mortgaged Property in accordance with all applicable Environmental Laws. (b) To the extent permitted by applicable law and Article XIV of the Contract, the Grantor hereby agrees to indemnify Beneficiary and Trustee and hold Beneficiary and Trustee harmless from and against any and all liens, demands, defenses, suits, proceedings, disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries, costs, expenses (including, without limitation, attorneys' and experts' fees) and claims of any and every kind whatsoever paid, incurred, suffered by or asserted against Beneficiary, Trustee and /or the Mortgaged Property for, with respect to, or as a direct or indirect result of (1) the presence of Hazardous Materials in, on or under the Mortgaged Property, or the escape, seepage, leakage, spillage, discharge, emission or Release on or from the Mortgaged Property of any Hazardous Materials; (2) the violation of any Environmental Laws applicable to the Mortgaged Property or the Grantor; (3) the failure by the Grantor to comply fully with the terms and provisions of this Section 1.13; (4) the violation of any of the Environmental Laws in connection with any other property owned by the Grantor, which violation gives or may give rise to any rights whatsoever in any party with respect to the Mortgaged Property by virtue of any of the Environmental Laws; or (5) any warranty or representation made by the Grantor in paragraph (a) of Section 1.13 being false or untrue in any material respect. (c) In the event Beneficiary has a reasonable basis to suspect that the Grantor has violated any of the covenants, warranties or representations contained in this Section 1. 13, or that the Mortgaged Property is not in compliance with the applicable Environmental Laws for any reason, the Grantor shall take such steps as Beneficiary reasonably requires by written notice to the Grantor to confirm or deny such occurrences, including, without limitation, the preparation of environmental studies, surveys or reports. In the event that the Grantor fails to take such action, Beneficiary may take such action as Beneficiary reasonably believes necessary to protect its interest, and the cost and expenses of all such actions taken by Beneficiary, including, without limitation, Beneficiary's reasonable attorneys' fees, shall be added to the Indebtedness. (d) For purposes of this Deed of Trust: (1) "Hazardous Material" or "Hazardous Materials" means and includes, without limitation, (a) hazardous waste, as defined in the Resource Conservation and Recovery Act of 1980, or in any applicable state or local law or regulation, (b) hazardous substances, as defined in CERCLA (as defined below), or in any applicable state or local law or regulation, (c) toxic substances, as defined in the Toxic Substances Control Act of 1976, or in any applicable state or local law or regulation or (d) insecticides, fungicides or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such Act, statute or regulation may be amended from time to time; (2) "Release" has the meaning given such term, in the Environmental Laws, including, without limitation, Section 101(22) of CERCLA; and (3) "Environmental Law" or "Environmental Laws" means any "Super Fund" or "Super Lien" law, or any other federal, state or local statute, law, ordinance or code, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials as may now or at any time hereafter be legally in effect, including, without limitation, the following, as same may be amended or replaced from time to time, and all regulations promulgated and officially adopted thereunder or in connection therewith: the Super Fund Amendments and Reauthorization Act of 1986 ( "SARA "); the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "); the Clean Air Act ( "CAA "); the Clean Water Act ( "CWA "); the Toxic Substance Control Act ( "TSCA "); the Solid Waste Disposal Act ( "SUVA "), as amended by the Resource Conservation and Recovery Act ( "RCRA "); the Hazardous Waste Management System; and the Occupational Safety and Health Act of 1970 ("OSHA"). To the extent permitted by applicable law and subject to Article XIV of the Contract, the obligations and liabilities of 7 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 7 the Grantor under this Section 1.13 which arise out of events or actions occurring prior to the satisfaction of this Deed of Trust shall survive the exercise of the power of sale under or foreclosure of this Deed of Trust, the delivery of a deed in lieu of foreclosure of this Deed of Trust, the cancellation or release of record of this Deed of Trust and /or the payment in full of the Indebtedness. (e) The parties expressly agree that an event under the provisions of this Section 1.13 which may be deemed to be a default under this Deed of Trust shall not be a default until the Grantor has received notice of such event and such grace period as specified in the Contract for the cure of such default. Further, in terms of compliance with future governmental laws, regulations or rulings applicable to environmental conditions, the Grantor shall be permitted to afford itself of any defense or other protection against the application or enforcement of any such law, regulation or ruling. 1.14 Release of Mortgaged Property. Notwithstanding any other provisions of this Deed of Trust, at any time so long as there is no Event of Default, the Trustee must release the Mortgaged Property or any part thereof from the lien and security interest of this Deed of Trust when and if the following requirements have been fulfilled: (a) In connection with any release of the Mortgaged Property, or any part thereof, there shall be filed with the Beneficiary a certified copy of the resolution of the Board of Commissioners for the Grantor stating the purpose for which the Grantor desires such release of the Mortgaged Property, giving an adequate legal description of the part of the Mortgaged Property to be released, requesting such release and providing for the payment by the Grantor of all expenses in connection with such release. (b) In connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, either (1) the tax, insured or appraised value of the Mortgaged Property remaining after the proposed release is not less than 50% of the aggregate principal component of the Installment Payments then Outstanding under the Indenture or (2) the Grantor (i) provides for the substitution of other real property therefor and the tax, insured or appraised value of the Mortgaged Property remaining after the proposed substitution is not less than the replacement value of the Mortgaged Property (as determined above) immediately before the proposed substitution, (ii) delivers to the Trustee and the Corporation an opinion of Bond Counsel to the effect that the substitution (A) is permitted by law and under this Deed of Trust and (B) will not adversely affect the tax treatment of the Bonds, and (iii) records a modification to this Deed of Trust reflecting such substitution of the Mortgaged Property. (c) In connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, such release shall not prohibit Grantor's ingress, egress and regress to and from the remainder of the Mortgaged Property not being released, or materially interfere with the use of the remainder of the Mortgaged Property not being released. (d) In connection with the release of all property constituting the entire Mortgaged Property, there is paid to the Beneficiary an amount sufficient to provide for the payment in full of all Outstanding Bonds in accordance with Article VI of the Indenture. 1.15 Grant and Release of Easements. Notwithstanding any other provisions of this Deed of Trust, at any time so long as there is no Event of Default, with the consent of the Trustee, the Grantor may at any time or times grant easements, licenses, rights of way and other rights and privileges in the nature of easements with respect to any part of the Mortgaged Property and the Grantor may release existing interests, easements, licenses, rights of way and other rights or privileges with or without consideration. The Beneficiary agrees that it shall execute and deliver and will cause, request or direct the Trustee to execute and deliver any instrument reasonably necessary or appropriate to grant or release any such PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 8 interest, easement, license, right of way or other right or privilege but only upon receipt of (a) a copy of the instrument of grant or release, (b) a written request of the Grantor requesting such instrument and (c) a certificate executed by the Grantor that the grant or release is not detrimental to the proper conduct of the operations of the Grantor at the Mortgaged Property and will not impair the effective use, nor decrease the value, of the Mortgaged Property. 1.16 Release of Fixtures. Notwithstanding any other provisions of this Deed of Trust, at any time so long as there is no Event of Default, with the consent of the Trustee, the Grantor may at any time or times release Fixtures to be added to the Mortgaged Property from the security interest created hereby with or without consideration. The Beneficiary agrees that it shall execute and deliver and will cause, request or direct the Trustee to execute and deliver any instrument reasonably necessary or appropriate to release any such Fixture but only upon receipt of (a) a copy of the instrument of release, (b) a written request of the Grantor requesting such instrument and (c) a certificate executed by the Grantor that the release is not detrimental to the proper conduct of the operations of the Grantor at the Mortgaged Property and will not impair the effective use, nor decrease the value, of the Mortgaged Property. ARTICLE II 2.01 Events of Default. The terms "Default ", "Event of Default" or "Events of Default ", wherever used in this Deed of Trust, shall mean any one or more of the following events: (a) The occurrence of any "Event of Default" under the Contract; or (b) Failure by the Grantor to perform or observe any term, condition or covenant of this Deed of Trust on its part to be observed or performed, other than as referred to in (a) above, or breach of any warranty by the Grantor herein contained, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the Grantor by the Trustee or the Beneficiary unless the Trustee or the Beneficiary agrees in writing to an extension of such time before its expiration; provided, however, that if the failure cannot be corrected within the stated period, the Trustee or the Beneficiary will not unreasonably withhold consent for an extension not longer than 180 days. 2.02 Acceleration upon Default; Additional Remedies In the event an Event of Default shall have occurred and is continuing, Beneficiary shall, at the direction of a majority in aggregate principal amount of the Owners of the Outstanding Bonds, declare all Indebtedness to be due and payable and the same shall thereupon become due and payable in accordance with the Contract and this Deed of Trust without any presentment, demand, protest or notice of any kind. Thereafter, Beneficiary may, to the extent permitted by applicable law and subject to Article XIV of the Contract: (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter upon and take possession of the Mortgaged Property, or any part thereof, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Mortgaged Property, or part thereof or interest therein, increase the income therefrom or protect the security hereof, and, with or without taking possession of the Mortgaged Property, sue for or otherwise collect the rents and issues thereof, including those rents and issues past due and unpaid, and apply the same, less costs and expenses of operation and collection including attorney's fees, upon any Indebtedness, all in such order as Beneficiary may determine. The entering upon and taking possession of the Mortgaged Property, the collection of such rents and issues and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done in response to such Default or pursuant to such notice of Default, and, notwithstanding the 9 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 9 continuance in possession of the Mortgaged Property or the collection, receipt and application of rents and issues, the Trustee or Beneficiary, to the extent permitted by applicable law and subject to Article XIV of the Contract, shall be entitled to exercise every right provided for in any instrument securing or relating to the Indebtedness or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, specially enforce any of the covenants hereof, or cause the Trustee to foreclose this Deed of Trust by power of sale; and (c) To the extent permitted by applicable law and subject to Article XIV of the Contract, exercise any or all of the remedies available to a secured party under the Uniform Commercial Code of North Carolina or under any other applicable laws. NOTWITHSTANDING ANY PROVISIONS HEREIN, IT IS THE INTENT OF THE PARTIES TO COMPLY WITH THE PROVISIONS OF NORTH CAROLINA GENERAL STATUTES SECTION 160A -20. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST 'IHE GRANTOR IN FAVOR OF 'fHE BENEFICIARY IN VIOLATION OF SECTION 160A -20, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED UNDER THE CONTRACT OR THIS DEED OF TRUST WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THE CONTRACT OR THIS DEED OF TRUST. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS PARAGRAPH AND ANY OTHER PROVISION OF THIS DEED OF TRUST, THIS PARAGRAPH SHALL TAKE PRIORITY AND SHALL INCORPORATE HEREIN BY REFERENCE ARTICLE XIV OF THE CONTRACT. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY 1N THIS DEED OF TRUST, NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE GRANTOR IN ANY ACTION TO COLLECT ANY OF THE INDEBTEDNESS SECURED BY THIS DEED OF TRUST AND THE TAXING POWER OF THE GRANTOR IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONIES DUE OR SECURED UNDER THIS DEED OF TRUST. 2.03 Foreclosure by Power of Sale- Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured hereby as Trustee may require. Upon application of Beneficiary, it shall be lawful for and the duty of Trustee, and Trustee is hereby authorized and empowered, to expose to sale and to sell the Mortgaged Property at public auction for cash, after having first complied with all applicable requirements of North Carolina law with respect to the exercise of powers of sale contained in deeds of trust, and, upon such sale, Trustee shall convey title to the purchaser in fee simple. After retaining from the proceeds of such sale just compensation for Trustee's services and all expenses incurred by Trustee, including a reasonable trustee's commission not exceeding one -half of one percent (.5 %) of the bid and reasonable attorneys' fees for legal services actually performed, Trustee shall apply the residue of the proceeds, first, to the payment of all sums expended by Beneficiary under the terms of this Deed of Trust, second, to the payment of the Indebtedness and interest thereon secured hereby, and the balance, if any, shall be paid to the Grantor. The Grantor agrees that in the event of sale hereunder, Beneficiary shall have the right to bid thereat. Trustee may require the successful bidder at any sale to deposit immediately with Trustee cash or certified check in an amount not to exceed twenty -five percent (25 %) of the bid, provided notice of such requirement is contained in the advertisement of the sale. The bid may be rejected if the deposit is not immediately made and thereupon the Trustee shall at the same time and place again offer the Mortgaged Property for sale. Such deposit shall be refunded in case a resale is had; otherwise, it shall be applied to the purchase price. 10 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 10 2.04 Performance by Beneficiary on Defaults by the Grantor. If the Grantor shall Default in the payment, performance or observance of any term, covenant or condition of this Deed of Trust, Beneficiary may, at its option, pay, perform or observe the same, and all payments made or costs or expenses incurred by Beneficiary in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by the Grantor to Beneficiary with interest thereon at the rate provided in the Contract. Beneficiary shall be the sole judge of the necessity for any such actions and of the amounts to be paid. Beneficiary is hereby empowered to enter and to authorize others to enter upon the Mortgaged Property or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without thereby becoming liable to the Grantor or any person in possession holding under the Grantor. 2.05 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws The Grantor agrees to the full extent permitted by law, that in case of a Default hereunder, neither the Grantor nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, exemption or redemption laws now or hereafter in force, to prevent or hinder the enforcement or foreclosure of this Deed of Trust, or the absolute sale of the Mortgaged Property, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereat, and the Grantor, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such laws and any and all right to have the assets comprised in the security intended to be created hereby marshaled upon any foreclosure of the lien hereof. 2.06 Leases. Beneficiary and Trustee, or either of them, at their option and to the extent permitted by law, are authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by Grantor, a defense to any proceedings instituted by Beneficiary and Trustee to collect the sums secured hereby. 2.07 Discontinuance of Proceedings and Restoration of the Parties In case Beneficiary and Trustee, or either of them, shall have proceeded to enforce any right, power or remedy under this Deed of Trust by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to Beneficiary and Trustee, or either of them, then and in every such case the Grantor and Beneficiary and Trustee, and each of them, shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Beneficiary and Trustee, and each of them, shall continue as if no such proceeding had been taken. 2.08 Remedies Not Exclusive To the extent permitted by applicable law and subject to Article XIV of the Contract, Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any Indebtedness or obligations secured hereby and to exercise all rights and powers under this Deed of Trust or any other agreement securing or relating to the Indebtedness secured hereby or any laws now or hereafter in force, notwithstanding some of the Indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee's or Beneficiary's right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or preclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any 11 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 11 instrument securing or relating to the Indebtedness secured hereby to Trustee or Beneficiary, or to which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary and either of them may pursue inconsistent remedies. 2.09 Waiver. No delay or omission of Beneficiary or the Trustee to exercise any right, power or remedy accruing upon any Default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such Default, or acquiescence therein; and every right, power and remedy given by this Deed of Trust to Beneficiary and Trustee, and each of them, may be exercised from time to time and as often as may be deemed expedient by Beneficiary and Trustee, and each of them. No consent or waiver, expressed or implied, by Beneficiary to or of any breach or Default by the Grantor in the performance of the obligations thereof hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or Default in the performance of the same or any other obligations of the Grantor hereunder. Failure on the part of Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by Beneficiary of its rights hereunder or impair any rights, powers or remedies consequent on any breach or Default by the Grantor. 2.10 Suits to Protect the Mortgaged Property. Beneficiary and Trustee, and each of them, shall have power (a) to institute and maintain such suits and proceedings as they may deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or in violation of this Deed of Trust, with notice of commencement of such suits and proceedings to be given to the Grantor, (b) to preserve or protect their interest in the Mortgaged Property and in the rents and issues arising therefrom and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to the interest of Beneficiary. 2.11 Beneficiary May File Proofs of Claim In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Grantor, its creditors or its property, Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable to have the claims of Beneficiary allowed in such proceedings for the entire amount due and payable by the Grantor under this Deed of Trust at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Grantor hereunder after such date. ARTICLE III 3.01 Successors and Assigns This Deed of Trust shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. Whenever a reference is made in this Deed of Trust to Grantor, Trustee or Beneficiary such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of Grantor, Trustee or Beneficiary, respectively. 3.02 Terminology. All personal pronouns used in this Deed of Trust whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Titles and Articles are for convenience only and neither limit nor amplify the provisions of this Deed of Trust itself, and all references herein to Articles, Sections or subsections thereof, shall refer to the corresponding Articles, Sections or subsections thereof, of this Deed of Trust unless specific reference is made to such Articles, Sections or subsections thereof of another document or instrument. 12 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 12 3.03 Severability. If any provision of this Deed of Trust or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, then, subject to applicable law and Article XIV of the Contract, the remainder of this Deed of Trust and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 3.04 Applicable Law and Jurisdiction. This Deed of Trust shall be interpreted, construed and enforced according to the laws of the State of North Carolina. The exclusive forum and venue for all actions arising out of this Deed of Trust are with the North Carolina General Court of Justice in New Hanover County, North Carolina or the U.S. District Court for the Eastern District of North Carolina. Any attempt to contravene this Section shall be an express violation of this Deed of Trust. 3.05 Notices, Demands and Request. All notices, demands or requests provided for or permitted to be given pursuant to this Deed of Trust must be in writing and shall be deemed to have been properly given or served by personal delivery or by depositing in the United States Mail, prepaid and registered or certified, return receipt requested, and addressed to the addresses set forth in the Contract. All notices, demands and requests shall be effective upon personal delivery or upon being deposited in the United States Mail. However, the time period in which a response to any notice, demand or request must be given, if any, shall commence to run from the date of receipt of the notice, demand or request by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request sent. By giving at least thirty (30) days written notice thereof, the Grantor, the Trustee or Beneficiary shall have the right from time to time and at any time during the term of this Deed of Trust to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 3.06 Appointment of Successor Trustee. Beneficiary shall at any time have the irrevocable right to remove Trustee herein named without notice to such Trustee for cause and to appoint a successor thereto by an instrument in writing, duly acknowledged, in such form as to entitle such written instrument to be recorded in this state, and in the event of the death or resignation of Trustee named herein, Beneficiary shall have the right to appoint a successor thereto by such written instrument, and any Trustee so appointed shall be vested with the title to the Mortgaged Property and shall possess all the powers, duties and obligations herein conferred on Trustee in the same manner and to the same extent as though such were named herein as Trustee. In the event of such substitution of Trustee, Beneficiary shall furnish notice thereof to the Grantor. 3.07 Trustee's Powers. At any time, or from time to time, without liability therefor and without notice, upon written request of Beneficiary and Grantor and presentation of this Deed of Trust, and without affecting the liability for payment of the Indebtedness secured hereby or the effect of this Deed of Trust upon the remainder of said Mortgaged Property, Trustee may (1) reconvey any part of said Mortgaged Property, (2) consent in writing to the making of any map or plat thereof, (3) join in granting any easement therein or (4) join in any extension agreement or any agreement subordinating the lien or charge hereof. This provision shall not limit the powers of Trustee under applicable law or Section 2.03 hereof. 3.08 Beneficiary's Powers. Without affecting the liability for the payment of any obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Mortgaged Property not then or theretofore released as security for the full amount of all unpaid obligations, Beneficiary may, from time to time and without notice, (1) release any person so liable, (2) extend the maturity or alter any of the terms of any such obligation, (3) grant other indulgences, (4) cause to be released or reconveyed at any time at Beneficiary's option, any parcel, portion or all of the Mortgaged Property, (5) take or release any other or additional security for any obligation herein 13 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 13 mentioned or (6) make compositions or other arrangements in relation thereto. The provisions of N.C. Gen. Stat. Section 45 -45.1 or any similar statute hereafter enacted in replacement or in substitution thereof shall be inapplicable to this Deed of Trust. 3.09 Acceptance by Trustee Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made of public record as provided by law. 3.10 Miscellaneous The covenants, terms and conditions herein contained shall bind, and the benefits and powers shall inure to, the respective heirs, executors, administrators, successors and assigns of the parties hereto. Whenever used herein, the singular number shall include the plural, the plural the singular, and the term "Beneficiary" shall include any payee of the indebtedness hereby secured and any transferee or assignee thereof, whether by operation of law or otherwise. 14 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 14 IN WiTrvESS WHEREOF,, the Grantor has caused this Deed of Trust to be executed under seal the day and year first above written. [SEAL] COUNTY OF NEW HANOVER, NORTH CAROLINA Woody White Chair of the Board of Commissioners 15 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 15 STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER I, a Notary Public of the County and State aforesaid, certify that Woody White (the "Signatory ") personally came before me this day and acknowledged that he is the Chair of the Board of Commissioners of the County of New Hanover, North Carolina and that he, as Chair of the Board of Commissioners of the County of New Hanover, North Carolina, in such capacity and being authorized to do so, executed the foregoing instrument on behalf of the County of New Hanover, North Carolina. I certify that the Signatory personally appeared before me this day, and (check one of the following and mark through all blank lines or spaces) (I have personal knowledge of the identity of the Signatory); or (I have seen satisfactory evidence of the Signatory's identity, by a current state or federal identification with the Signatory's photograph in the form of (check one of the following and mark through all blank lines or spaces) a driver's license or in the form of ); or (a credible witness has sworn to the identity of the Signatory). The Signatory acknowledged to me that he voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated. WITNESSmy hand and official stamp or seal, this the day of May, 2014. Notary Public Print: Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires: [NOTARY SEAL] (MUST BE FULLY LEGIBLE) 16 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 16 [to come] PPAB 2378635v2 EXHIBIT A REAL PROPERTY DESCRIPTION A -1 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 17 EXHIBIT B PERMITTED ENCUMBRANCES "Permitted Encumbrances" means, as of any particular time: (a) this Deed of Trust; (b) the Contract, as it may be amended from time to time; (c) the Indenture; (d) utility, access and other easements and rights of way, restrictions and exceptions which exist of record as of the closing date and date which do not interfere with or impair the intended use of the Mortgaged Property; (e) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property of the general character of the Mortgaged Property and as do not materially impair title to the Mortgaged Property; and (f) any other encumbrances described in Schedule B to the title insurance commitment Number [ ] dated [date] issued by [name of title insurer], which commitment is incorporated herein by this reference, pursuant to which such title insurance company will issue the title insurance policy as required by Section 5.5 of the Contract. B -1 PPAB 2378635v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 3 - 18 PARKER POE DRAFT 4/10/14 NEW HANOVER COUNTY FINANCING CORPORATION and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE OF TRUST Dated as of May 1, 2014 This instrument has been entered into by the within - described parties to secure certain Limited Obligation Bonds evidencing proportionate undivided interests in rights to receive certain revenues pursuant to an Installment Financing Contract between New Hanover County Financing Corporation and the County of New Hanover, North Carolina, as more fully described herein. Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 1 INDENTURE OF TRUST TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.1 Definitions ... ............................... Section 1.2 Interpretations ............................. ARTICLE II AUTHORIZATION, TERMS, ISSUANCE OF BONDS Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 Section 2.10 Section 2.11 ARTICLE III REVEL` Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14 Authorized Amount of Bonds ...................... ............................... Issuance of Bonds ........................................ ............................... LimitedObligation ....................................... ............................... Execution of the Bonds ................................ ............................... Authentication.............................................. ............................... Formof 2014 Bonds .................................... ............................... Delivery of the 2014 Bonds ......................... ............................... Mutilated, Lost, Stolen or Destroyed Bonds ............................... Registration of Bonds; Persons Treated as Owners; Transfer of Bonds...................................................... ............................... Cancellation of Bonds .................................. ............................... AdditionalBonds ......................................... ............................... [UES AND FUNDS ......................................... ............................... Source of Payment of Bonds; Deposit of Bond Proceeds............ Creation of the Bond Fund ........................... ............................... Payments Into the Interest Account of the Bond Fund ............... Payments Into the Principal Account of the Bond Fund ............. Use of Money in the Bond Fund .................. ............................... Custody of the Bond Fund ........................... ............................... Creation of the Prepayment Fund ................ ............................... Nonpresentment of Bonds ........................... ............................... RebateFund ................................................. ............................... Rebate Disbursements .................................. ............................... Creation of the Acquisition and Construction Fund ................... Money To Be Held in Trust; Reports to County ......................... Repayment to the County from the Trustee . ............................... Custody of Separate Trust Fund .................. ............................... ARTICLE IV PREPAYMENT OF 2014 BONDS Section 4.1 Prepayment Dates and Prices ............. ............................... Section 4.2 Notice of Prepayment ........................ ............................... Section4.3 Prepayments ....................................... ............................... Section 4.4 Cancellation ....................................... ............................... Section 4.5 Delivery of New Bonds On Partial Prepayment of Bonds PPAB 2378632v2 i Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 2 Page 3 3 6 .9 .9 .9 11 11 11 12 12 12 12 13 13 15 15 15 15 15 15 16 16 16 16 16 17 17 17 17 18 18 19 19 20 20 ARTICLE V INVESTMENTS ARTICLE VI DISCHARGE OF INDENTURE ARTICLE VII DEFAULTS AND REMEDIES Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 Section 7.10 Eventsof Default ....................................... ............................... Remedies on Default .................................. ............................... Majority of Owners May Control Proceedings ......................... Rights and Remedies of Owners ................ ............................... Trustee May Enforce Rights Without Bonds ............................ Delay or Omission No Waiver ................... ............................... No Waiver of One Default to Affect Another .......................... Discontinuance of Proceedings on Default; Position of Parties Restored................................................ ............................... Waivers of Events of Default ..................... ............................... Applicationof Money ................................ ............................... Page 21 22 ..... 24 ..... 24 ..... 24 ..... 25 ..... 25 ..... 26 ..... 26 ..... 26 ..................... 26 ..................... 26 ..................... 26 ARTICLE VIII CONCERNING THE TRUSTEE ...................................................... ............................... 29 Section 8.1 Duties of the Trustee ............................................................... .............................29 Supplemental Indentures Not Requiring Consent of Owners .............................. Section 8.2 Fees and Expenses of Trustee ............................................... ............................... 31 Section 8.3 Resignation or Replacement of Trustee ................................ ............................... 31 Section 8.4 Conversion, Consolidation or Merger of Trustee ................. ............................... 32 Section 8.5 Intervention by Trustee ......................................................... ............................... 32 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE CONTRACT................................................................................................... ............................... 33 Section 9.1 Supplemental Indentures Not Requiring Consent of Owners .............................. 33 Section 9.2 Supplemental Indentures Requiring Consent of Owners ...... ............................... 33 Section 9.3 Execution of Supplemental Indenture ................................... ............................... 34 Section 9.4 Amendments of the Contract or the Deed of Trust Not Requiring Consentof Owners ........................................................... ............................... 34 Section 9.5 Amendments of the Contract of the Deed of Trust Requiring Consentof Owners ........................................................... ............................... 34 Section 9.6 Notice to Moody's and S& P ................................................. ............................... 34 Section 9.7 Consent of Initial Purchaser, Underwriter or Remarketing Agent ....................... 35 ARTICLE X MISCELLANEOUS ............................................................................... ............................... 36 Section 10.1 Evidence of Signature of Owners and Ownership of Bonds ............................... 36 Section 10.2 Covenants of Corporation ..................................................... ............................... 36 Section 10.3 Inspection of the Mortgaged Property .................................. ............................... 36 Section 10.4 Parties Interested Herein ....................................................... ............................... 36 Section 10.5 Titles, Headings and Captions .............................................. ............................... 36 Section10.6 Severability ........................................................................... ............................... 36 Section10.7 Governing Law ..................................................................... ............................... 37 Section 10.8 Execution in Counterparts .................................................... ............................... 37 Section10.9 Notices .................................................................................. ............................... 37 Section 10.10 Payments Due on Holidays ................................................... ............................... 37 Section 10.11 Corporation, County, and Trustee Representatives .............. ............................... 38 EXHIBIT A FORM OF 2014A BOND ..................................................................... ............................... A -1 EXHIBIT B FORM OF 2014B BOND ...................................................................... ............................... B -1 PPAB 2378632v2 ii Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 3 INDENTURE OF TRUST THISIIVDEIVTURE oF TRUST dated as of May 1, 2014 (this "Indenture "), by and between NEW HANOVER COUNTY FINANCING CORPORATION (the "Corporation ") and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee "), a national banking association duly organized and validly existing under the laws of the United States of America, having an office and place of business in Raleigh, North Carolina, being authorized to accept and execute trusts of the character herein set out. WITNESSETH: WHEREAS, the County of New Hanover, North Carolina (the "County ") is a duly and regularly created, organized and existing political subdivision validly existing as such under and by virtue of the Constitution, statutes and laws of the State of North Carolina (the "State "); WHEREAS, the County, in order to pay the capital costs of (1) renovation of the County's historic administrative office building (the `Historic Administrative Building ") to house the County's register of deeds and other court- related functions and (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions (collectively, the "2014A Project "), and (3) the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County (the "2014B Project, " and together with the 2014A Project, the `Project "), has, under Section 160A -20 of the General Statutes of North Carolina, entered into an Installment Financing Contract dated as of May 1, 2014 (the "Contract ") with the Corporation under which it will make Installment Payments and Additional Payments in consideration thereof, WHEREAS, pursuant to this Indenture, the Corporation has assigned all of its right, title and interest in and to the Trust Estate; WHEREAS, the Bonds evidence proportionate undivided interests in the rights to receive certain Revenues payable by the County under and pursuant to the Contract and shall be payable solely from the sources provided for in this Indenture; WHEREAS, pursuant to the Contract, the County will pay certain Installment Payments in consideration for the advancement by the Corporation of the Purchase Price under the Contract, which Installment Payments will be deposited by the Trustee in the funds and accounts established hereunder in accordance with the terms hereof and of the Contract; WHEREAS, the execution, delivery and performance of the Contract by the Corporation, and the assignment by the Corporation to the Trustee, pursuant to this Indenture, of the Trust Estate have been authorized, approved and directed by all necessary and appropriate action of the Corporation; WHEREAS, the Trustee has entered into this Indenture for and on behalf of the Owners, and will hold its rights hereunder, except as otherwise specifically provided herein, for the equal and proportionate benefit of the Owners, and will disburse money received by the Trustee in accordance with this Indenture; WHEREAS, the obligation of the County to make Installment Payments and Additional Payments under and pursuant to the Contract shall not constitute a pledge of the faith and credit of the County within the meaning of the Constitution of the State; PPAB 2378632v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 4 WHEREAs, to further secure the obligations of the County under the Contract, the County will deliver a Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014 (the "Deed of Trust ") to the deed of trust trustee named therein for the benefit of the Corporation and its assignee; WHEREAS, no deficiency judgment may be rendered against the County in any action for its breach of the Contract, and the taxing power of the County is not and may not be pledged in any way directly or indirectly or contingently to secure any money due under the Contract; and WHEREAS, all things necessary to make the Bonds, when executed and delivered by the Corporation and authenticated by the Trustee as provided in this Indenture, legal, valid and binding proportionate interests in rights to receive certain Revenues pursuant to the Contract, as herein provided, and to constitute this Indenture a valid, binding and legal instrument for the security of the Bonds in accordance with its terms, have been done and performed; NOW, THEREFORE, THISINDENTURE OF TRUST WITNESSETH: That the Corporation, in consideration of the premises and the mutual covenants herein contained and for the benefit of the Owners and the sum of One Dollar ($1.00) to it duly paid by the Trustee at or before the execution of these presents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to secure the payment of the principal, premium, if any, and interest with respect to all Bonds at any time outstanding under this Indenture, according to their tenor and effect, and to secure the performance and observance of all the covenants and conditions in the Bonds and herein contained, and to declare the terms and conditions on and subject to which the Bonds are executed and delivered and secured, has executed and delivered this Indenture and has granted, warranted, aliened, remised, released, conveyed, assigned, pledged, set over and confirmed, and by these presents does grant, warrant, alien, remise, release, convey, assign, sell, set over and confirm unto U.S. Bank National Association, as the Trustee, and to its successors and assigns forever, all and singular the following described property, franchises and income (collectively, the "I rust Estate "): (a) All rights, title and interest of the Corporation in the Contract, except its rights under Article X thereof, its rights to receive notices and those Additional Payments payable to the Corporation under the Contract; (b) All rights, title and interest of the Corporation in the Deed of Trust and the Mortgaged Property (as defined in the Contract); and (c) All money and securities from time to time held by the Trustee under this Indenture in any fund or account (except the Rebate Fund) and any and all other personal property of every name and nature from time to time hereafter by delivery or by writing of any kind specially, pledged or hypothecated, as and for additional security hereunder, by the Corporation, or by anyone on its behalf, in favor of the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof, To HA VE AND To HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust and assigns forever; IN TRUST, NEVERTHELESS, on the terms herein set forth for itself and for the equal and proportionate benefit, security and protection of all Owners, without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any other of the Bonds; PPAB 2378632v2 2 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 5 PROVIDED, HowEvER, that if the principal with respect to the Bonds and the premium, if any, and the interest due or to become due with respect thereto, shall be paid at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then on such final payment this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture to be and remain in full force and effect; and THIsINDENTURE FURTHER WITNEssETH and it is expressly declared, that all Bonds executed and delivered and secured hereunder are to be executed, authenticated and delivered and all said property, rights, interests, revenues and receipts hereby pledged, assigned and mortgaged are to be dealt with and disposed of under, on and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Corporation has agreed and covenanted, and does hereby agree and covenant, with the Trustee for the benefit of the Owners, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.1 Definitions. All words and phrases defined in Article I of the Contract have the same meaning in this Indenture and are incorporated herein by reference. In addition, the following terms, except where the context indicates otherwise, have the respective meanings set forth below. "Acquisition and Construction Fund" means the special fund created under Section 3.11. "Additional Bonds" means Bonds or other obligations executed and delivered in accordance with Section 2.11. "Arbitrage and Tax Regulatory Agreement" means the Arbitrage and Tax Regulatory Agreement dated May [ ], 2014, executed by and among the County, the Corporation and the Trustee to signify the acceptance of certain covenants and obligations necessary for the exclusion of interest with respect to the 2014A Bonds from the gross income of the owners thereof under the Internal Revenue Code of 1986, as amended. "Bonds" means, collectively, the 2014A Bonds, the 2014B Bonds and any Additional Bonds. "Bond Fund" means the special fund created under Section 3.2 of this Indenture. "Business lay" means a day on which the Trustee or the County is not required or authorized by law to remain closed. "Cede & Co." means Cede & Co., the nominee of DTC or any successor nominee of DTC with respect to the Bonds. "Contract" means the Installment Financing Contract dated as of May 1, 2014 between the Corporation and the County and any amendments or supplements thereto, including the Exhibits attached thereto. "Corporation Representative" means any person or persons at the time designated to act on behalf of the Corporation for purposes of performing any act on behalf of the Corporation under the Contract and this Indenture by a written certificate furnished to the County and the Trustee containing the specimen signature of such person or persons and signed on behalf of the Corporation by its President. PPAB 2378632v2 3 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 6 "Cost of Acquisition and Construction" includes payment of or reimbursement for the following items: (a) the Costs of Issuance; (b) obligations incurred or assumed for the Project in connection with the acquisition, construction, renovation, equipping and financing thereof, including, without limitation, costs of obtaining title insurance and a survey of the Mortgaged Property; and (c) all other costs which are considered to be a part of the cost of acquisition, construction, renovation, equipping and financing of the Project in accordance with generally accepted accounting principles and which will not affect the exclusion from gross income for federal income tax purposes of the designated interest component of Installment Payments related to the 2014A Bonds or other Bonds executed and delivered with the expectation that interest with respect to them will be excludable from gross income of the owners thereof under the Internal Revenue Code of 1986, as amended, all payable by the County, including sums required to reimburse the County for advances made by the County that are properly chargeable to the construction, renovation, equipping and financing of the Project. "Costs oflssuance" means the costs incurred in connection with the initial execution and delivery of the Bonds, including, without limitation, all printing expenses in connection with this Indenture, the Contract, and the documents and certificates contemplated hereby, the Preliminary Official Statement and the Official Statement for the Bonds, and the Bonds, legal fees and expenses of counsel to the Corporation, special counsel, counsel to the County, other counsel, counsel to the purchaser or purchasers of the Bonds, rating agency fees, any accounting expenses incurred in connection with determining that the Bonds are not "arbitrage bonds" within the meaning of the Code, the Trustee's initial fees and expenses (including attorney's fees), and state license fees, on the submission of requisitions by the County signed by a County Representative stating the amount to be paid, to whom it is to be paid and the reason for such payment, and that the amount of such requisition is justly due and owing and has not been the subject of another requisition which was paid and is a proper expense of executing and delivering the Bonds. "DTC" means The Depository Trust Company, a limited purpose company organized under the law of the State of New York, and its successors and assigns. "DTC Participant" or "DTC Participants" means securities brokers and dealers, banks, trust companies, clearing corporations and certain other corporations which have access to the DTC system. "Event of Default" means those events specified as such in Section 7.1 of this Indenture. "Federal Securities" means, to the extent such investments qualify under Section 159 -30 of the General Statutes of North Carolina as amended from time to time, (a) direct obligations of the United States of America, obligations the principal of and interest on which are guaranteed by the United States of America, or obligations of any agency or instrumentality of the United States of America, in each case for the payment of which the full faith and credit of the United States of America are pledged (including any securities issued or held in the name of the Trustee in book entry form on the books of the Department of the Treasury of the United States of America) which obligations are held by the Trustee and are not subject to prepayment or purchase before maturity at the option of anyone other than the holder; (b) any bonds or other obligations of any state or territory of the United States of America or of any agency, instrumentality or local governmental unit of any such state or territory which are (1) not callable before maturity or (2) as to which irrevocable instructions have been given to the trustee or escrow agent of such bonds or other obligations by the obligor to give due notice of redemption and to PPAB 2378632v2 4 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 7 call such bonds for redemption on the date or dates specified, and which are rated by Moody's and S &P within its highest rating category and which are secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) of this definition which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified prepayment date or dates pursuant to such irrevocable instructions, as appropriate; or (c) evidences of ownership of proportionate interests in future interest and principal payments on specified obligations described in clause (a) or (b) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying obligations described in clause (a) or (b), and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated. "Interest Payment Date" means, with respect to the 2014 Bonds, each June 1 and December 1, beginning December 1, 2014. "LGC" means the Local Government Commission of North Carolina. " Moody's" means Moody's Investors Service, its successors and their assigns, and, if such entity for any reason no longer performs the function of a securities rating agency, " Moody's" will be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation. "Opinion of Counsel" means an opinion in writing of legal counsel, who may be counsel to the Trustee, the County or the Corporation. "Outstanding" or "Bonds Outstanding" means all Bonds which have been executed and delivered, except: (a) Bonds canceled or which have been surrendered to the Trustee for cancellation; (b) Bonds in lieu of which other Bonds have been authenticated under Sections 2.8 or 2.9; (c) Bonds which have been prepaid as provided in Article IV (including Bonds prepaid on a partial payment as provided in Section 4.1); and (d) Bonds which are deemed to have been paid under Article VI. "Owner" or "Owners" means, initially, Cede & Co., as nominee for DTC, and if the book entry system of evidence and transfer of ownership in the Bonds is discontinued pursuant to Section 2.2, the registered owner or owners of any Bond fully registered as shown in the registration books of the Trustee. "Permitted Investments" means Federal Securities and any other investments which are qualified under Section 159 -30 of the General Statutes of North Carolina, as amended from time to time. "Person" or "person" means natural persons, firms, associations, corporations and public bodies. "Prepayment Fund" means the special fund created under Section 3.7. "Rebate Fund" means the special fund created under Section 3.9. PPAB 2378632v2 5 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 8 "S &P" means Standard and Poor's Ratings Services, its successors and their assigns, and, if such entity for any reason no longer performs the function of a securities rating agency, "S &P" will be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation. "Trustee" means U.S. Bank National Association, acting in the capacity of trustee for the Owners pursuant to the Indenture, and any successor thereto appointed under this Indenture. "Trust Estate" means the property pledged and assigned to the Trustee pursuant to and defined as such in the granting clauses hereof. "Trustee Representative" means the person or persons at the time designated to act on behalf of the Trustee for purposes of performing any act on behalf of the Trustee under this Indenture by a written certificate furnished to the County and the Corporation containing the specimen signature of such person or persons and signed on behalf of the Trustee by any duly authorized officer of the Trustee. "2014A Bonds" means the $[A Amount] Limited Obligation Bonds, Series 2014A evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract. "2014A Bonds Account" means an account by that name created hereunder in the Acquisition and Construction Account. "2014B Bonds" means the $[B Amount] Taxable Limited Obligation Bonds, Series 2014B evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract. "2014B Bonds Account" means an account by that name created hereunder in the Acquisition and Construction Account. "Underwriter" mean PNC Capital Markets LLC. Section 1.2 Interpretations. For purposes of this Indenture: (a) Successors. References to specific persons, positions or officers include those who or which succeed to or perform their respective functions, duties or responsibilities. (b) Laws. References to the Code, or to the laws or Constitution of the State, or rules or regulations thereunder, or to a section, division, paragraph or other provision thereof, include those laws and rules and regulations, and that section, division, paragraph or other provision thereof as from time to time amended, modified, supplemented, revised or superseded, provided that no such amendment, modification, supplement, revision or supersession shall be applied to alter the obligation to pay the principal, premium, if any, or interest due and owing with respect to the Bonds Outstanding in the amount and manner, at the times, and from the sources provided in this Indenture, except as otherwise herein permitted. (c) Singular/Plural. Unless the context otherwise indicates, words importing the singular number include the plural number and words importing the plural number include the singular number. (d) Computations. Unless otherwise provided in this Indenture or the facts are then otherwise, all computations required for the purposes of this Indenture shall be made on the assumptions that: (1) all Installment Payments are paid as and when the same become due; and (2) all credits required by this Indenture to be made to any fund or account are made in the amounts and at the times required. PPAB 2378632v2 6 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 9 (e) Exclusion of Bonds Held by or for the County and the Corporation. In determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds owned by the County and the Corporation shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee actually knows to be so owned shall be disregarded. (f) Counsel Opinions. Any opinion of counsel may be qualified by reference to the constitutional powers of the United States of America and the State, the police and sovereign powers of the State, judicial discretion, and bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights and similar matters. (g) Consolidated Certifications, Opinions and Instruments. When several matters are required to be certified by, or covered by an opinion of, any specified person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such person, or that they are so certified or covered by only one document, but one such person may certify or give an opinion with respect to some matters and one or more other such persons as to other matters, and any such person may certify or give an opinion as to such matters in one or several documents. When any person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, such instruments may, but need not, be consolidated and form one instrument. (h) Opinions and Certifications of County and Corporation. Any certificate or opinion of an officer of the County or Corporation may be based, insofar as it relates to legal matters, on a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters on which his or her certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, on a certificate or opinion of, or representations by, an officer or officers of the Corporation or the County stating that the information with respect to such factual matters is in the possession of the County or the Corporation, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such factual matters are erroneous. (i) References to Indenture. The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms refer to this Indenture as a whole and not to any particular article, section or subdivision hereof, and the term "heretofore" means before the date of execution of this Indenture, the term "now" means at the date of execution of this Indenture, and the term "hereafter" means after the date of execution of this Indenture. 0) Section and Article References. References in this Indenture to Section or Article numbers, without added references to other documents, are to the indicated Sections or Articles in this Indenture. (k) Gender. Words of the masculine gender include correlative words of the feminine and neuter genders. (1) Remedies. Nothing expressed or implied in this Indenture is intended or shall be construed to confer on or to give any Person, other than the County, the Trustee, the Corporation and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, agreement, condition or stipulation hereof. PPAB 2378632v2 7 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 10 (m) References to Fees and Expenses. Whenever this Indenture contains a reference to fees or expenses, such reference is deemed to include the word "reasonable" as an antecedent thereto. [END OF ARTICLE I] PPAB 2378632v2 8 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 11 ARTICLE II AUTHORIZATION, TERMS, ISSUANCE OF BONDS Section 2.1 Authorized Amount of Bonds. No Bonds may be executed and delivered under this Indenture except in accordance with this Article II. The aggregate principal amount of 2014A Bonds that may be executed and delivered under Section 2.7 is $[A Amount]. The aggregate principal amount of 2014B Bonds that may be executed and delivered under Section 2.7 is $[B Amount]. Additional Bonds may be delivered as provided in Section 2.11. Section 2.2 Issuance ofBonds. To provide funds for the payment of the Cost of Acquisition and Construction and to provide money for deposit in the other funds and accounts created hereunder, the Bonds shall be executed, sold and delivered under this Indenture. The Bonds shall constitute proportionate undivided interests in the rights to receive Revenues under the Contract. The 2014A Bonds shall mature on June 1 in the years and in the amounts set forth below, and shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months and payable on each Interest Payment Date) from the dates as determined by reference to the paragraphs below until the principal with respect to said 2014A Bonds has been paid in full or duly provided for in accordance with the provisions hereof, as follows: PRINCIPAL INTEREST PRINCIPAL INTEREST .TUNE 1 AMOUNT RATE .TUNE 1 AMOUNT RATE The 2014B Bonds shall mature on June 1 in the years and in the amounts set forth below, and shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months and payable on each Interest Payment Date) from the dates as determined by reference to the paragraphs below until the principal with respect to said 2014B Bonds has been paid in full or duly provided for in accordance with the provisions hereof, as follows: PRINCIPAL INTEREST PRINCIPAL INTEREST .TUNE 1 AMOUNT RATE .TUNE 1 AMOUNT RATE The 2014 Bonds shall be dated as of the date of their delivery, if executed and delivered before the first Interest Payment Date, or if executed and delivered on any later date, as of the Interest Payment Date next preceding their date of execution and delivery, or if executed and delivered on an Interest Payment Date, as of such date; provided, however, that if the interest with respect to the 2014 Bonds has not been paid in full and is in default, 2014 Bonds executed and delivered in exchange for 2014 Bonds surrendered for transfer or exchange will be dated as of the date to which interest has been paid in full on the 2014 Bonds so surrendered. The 2014 Bonds will be executed and delivered by means of a book -entry system with no physical distribution of 2014 Bonds made to the public. One 2014 Bond for each maturity of each series will be delivered to DTC and immobilized in its custody. A book -entry system will be employed, evidencing ownership of the 2014 Bonds in principal amounts of $5,000 or any integral multiple thereof, with transfers of beneficial ownership effected on the records of DTC and DTC Participants pursuant to rules and procedures established by DTC. PPAB 2378632v2 9 Board of Commissioners - April 21, 2014 ITEM: 4 -4-12 Each DTC Participant will be credited in the records of DTC with the amount of such DTC Participant's interest in the 2014 Bonds. Beneficial ownership interests in the 2014 Bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners will not receive 2014 Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner will be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of ownership interests in the 2014 Bonds will be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. So LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE 2014 BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE 2014 BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL, PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE 2014 BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest and prepayment premium, if any, with respect to the 2014 Bonds, so long as DTC is the only Owner of the 2014 Bonds, will be paid by the Trustee directly to DTC or its nominee, Cede & Co., as provided in the Blanket Letter of Representation dated August 21, 1995 from the County to DTC (the "Letter of Representation "). DTC will remit such payments to DTC Participants, and such payments thereafter will be paid by DTC Participants to the Beneficial Owners. The County and the Trustee shall not be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. If (a) DTC determines not to continue to act as securities depository for the 2014 Bonds or (b) the County determines that the continuation of the book entry system of evidence and transfer of ownership of the 2014 Bonds would adversely affect the interests of the County or the Beneficial Owners of the 2014 Bonds, the County shall discontinue the book entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the County will cause the Trustee to authenticate and deliver replacement Bonds in the form of fully registered 2014 Bonds in accordance with DTC's rules and procedures. THE COUNTY, THE CORPORATION AND THE TRUSTEE DO NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (A) THE 2014 BONDS; (B) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (C) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE 2014 BONDS; (D) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER WHICH 1S REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO OWNERS; (E) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL PREPAYMENT OF THE 2014 BONDS; OR (F) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC, OR ITS NOMINEE, CEDE & CO., AS OWNER. If a book -entry system of evidence and transfer of ownership of the 2014 Bonds is discontinued pursuant to the provisions of this Section, the 2014 Bonds shall be delivered, in accordance with DTC's rules and procedures, as fully registered Bonds without coupons in the denominations of $5,000 and any integral multiple thereof, shall be lettered "R" and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the provisions of Article II. The Bonds and any premiums on the prepayment thereof before maturity will be payable in lawful money of the United States of America and at the designated corporate trust office of the Trustee on presentation and surrender. Interest with respect to the Bonds will be paid by the Trustee by check PPAB 2378632v2 10 Board of Commissioners - April 21, 2014 ITEM: 4 -4-13 mailed on the Interest Payment Date to each Owner as its name and address appear on the register kept by the Trustee at the close on the fifteenth day (whether or not a Business Day) of the month next preceding an Interest Payment Date. Section 2.3 Limited Obligation. Each Bond shall evidence a proportionate undivided interest in the right to receive certain Revenues. The Bonds are payable solely from Revenues as, when and if the same are received by the Trustee, which Revenues are to be held in trust by the Trustee for such purposes in the manner and to the extent provided herein. The Owner of each Bond is not entitled to receive more than the amount of principal, premium, if any, and interest represented by such Bond. The Bonds do not constitute a debt of the County or any assignee of the County under the Contract. NOTWITHSTANDING ANY PROVISION OF THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST WHICH MAY BE TO THE CONTRARY, NO PROVISION OF THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST SHALL BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE. NO PROVISION OF THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST SHALL BE CONSTRUED OR INTERPRETED AS CREATING A DELEGATION OF GOVERNMENTAL POWERS NOR AS A DONATION BY OR A LENDING OF THE CREDIT OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE. THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED IN THE SOLE DISCRETION OF THE COUNTY FOR ANY FISCAL YEAR IN WHICH THE CONTRACT IS IN EFFECT; PROVIDED, HOWEVER, ANY FAILURE OR REFUSAL BY THE COUNTY TO APPROPRIATE FUNDS, WHICH RESULTS IN THE FAILURE BY THE COUNTY TO MAKE ANY PAYMENT COMING DUE UNDER THE CONTRACT WILL IN NO WAY OBVIATE THE OCCURRENCE OF THE EVENT OF DEFAULT RESULTING FROM SUCH NONPAYMENT. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR ANY BREACH OF THE CONTRACT, THIS INDENTURE OR THE DEED OF TRUST, AND THE TAXING POWER OF THE COUNTY 1S NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEY DUE UNDER THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS PARAGRAPH AND ANY OTHER PROVISION OF THIS INDENTURE, THIS PARAGRAPH SHALL TAKE PRIORITY AND SHALL INCORPORATE HEREIN BY REFERENCE ARTICLE XIV OF THE CONTRACT. Section 2.4 Execution of the Bonds. The Bonds will be executed on behalf of the Corporation with the manual or facsimile signature of its President or Vice President and have impressed or imprinted thereon, by facsimile or otherwise, the official seal of the Corporation, and be attested with the manual or facsimile signature of its Secretary or Assistant Secretary. If any officer of the Corporation whose signature or whose facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds, such signature or the facsimile thereof shall nevertheless be valid and sufficient for all purposes as if he had remained in office until authentication; and any Bond may be signed on behalf of the Corporation by such persons as are at the time of execution of such Bond proper officers of the Corporation, even though at the date of this Indenture, such person was not such officer. Section 2.5 Authentication. No Bond is valid or becomes obligatory for any purpose or is entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond substantially in the form included in Exhibit A hereto has been duly executed by the Trustee and such executed certificate of the Trustee on any such Bond is conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee's certificate of authentication on any Bond is deemed to have been executed by it if signed by an authorized officer or signatory of the Trustee, but it is not necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds executed and delivered under this Indenture. PPAB 2378632v2 11 Board of Commissioners - April 21, 2014 ITEM: 4 -4-14 Section 2.6 Forms of 2014 Bonds. The 2014 Bonds shall be substantially in the forms set forth in Exhibit A and B to this Indenture, with such appropriate variations, omissions and insertions as may be permitted or required hereby. Section 2.7 Delivery of the 2014 Bonds. On the execution and delivery of this Indenture, the Corporation shall initially execute and deliver to the Trustee the 2014A Bonds in the aggregate principal amount of $[A Amount] and the 2014B Bonds in the aggregate principal amount of $[B Amount], and the Trustee shall authenticate the 2014 Bonds and shall deliver them to the original purchaser thereof as directed by the Corporation as hereinafter in this Section provided. (a) Before the delivery of any of the 2014 Bonds, the Trustee shall have received: (1) an originally executed counterpart of the Contract, this Indenture and the Deed of Trust and a certified copy of the resolution adopted by the Board approving the Contract; (2) a request and authorization to the Trustee on behalf of the Corporation and signed by a Corporation Representative to authenticate and deliver the 2014 Bonds; (3) the approval of the LGC; and (4) an executed opinion of nationally recognized bond counsel. (b) Then, the Trustee shall deliver the 2014 Bonds, on payment to the Trustee of a sum specified in a bond purchase agreement among the County, the Corporation and the Underwriter. Such sum shall be applied as provided in Article III. Section 2.8 Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond is mutilated, lost stolen or destroyed, a new Bond may be executed on behalf of the Corporation, of like date, maturity, denomination and series as that mutilated, lost, stolen or destroyed; provided that the Trustee has received indemnity of the County, the Corporation and the Trustee from the Owner of the Bond satisfactory to the Trustee and provided further, in case of any mutilated Bond, that such mutilated Bond is first surrendered to the Trustee, and in the case of any lost, stolen or destroyed Bond, that there is first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee. If any such Bond has matured, instead of delivering a duplicate Bond, the Trustee may pay the same without surrender thereof. The Trustee may charge the Owner of the Bond with its reasonable fees and expenses in this connection. Section 2.9 Registration of Bonds; Persons Treated as Owners, Transfer of Bonds. Books for the registration and for the transfer of Bonds shall be kept by the Trustee which is hereby appointed the registrar. On surrender for transfer of a Bond at the designated corporate trust office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney duly authorized in writing, the Trustee shall deliver in the name of the transferee or transferees a new authenticated and fully registered Bond or Bonds of the same series. The Trustee is not required to register the transfer of any Bonds during the period of 15 days next preceding the mailing of notice calling such Bond for prepayment as herein provided, or after any Bond has been selected for prepayment. As to any Bond, the person in whose name the same is registered is deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest with respect to such Bond shall be made only to or on the written order of the Owner thereof or his legal representative, but PPAB 2378632v2 12 Board of Commissioners - April 21, 2014 ITEM: 4 -4-15 such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge such Bond to the extent of the sum or sums paid. The Trustee shall require the payment, by any Owner requesting transfer of Bonds, of any tax, trustee fee, fee or other governmental charge required to be paid with respect to such transfer. If any transfer requires that more than one Bond be executed and delivered, the principal amounts of which equal the principal amount of the Bonds surrendered for transfer, an additional fee (including the cost of printing the Bonds, if necessary) will be required. Section 2.10 Cancellation of Bonds. Whenever any Outstanding Bonds are delivered to the Trustee for cancellation pursuant to this Indenture, on payment thereof or for or after replacement pursuant to Section 2.8 or 2.9 of this Indenture, such Bonds shall be promptly canceled in accordance with the Trustee's procedures for the cancellation and destruction of instruments. Section 2.11 Additional Bonds. So long as the Contract remains in effect and no Event of Default has occurred and is continuing, additional Bonds or other obligations (the "Additional Bonds ") may be executed and delivered on the terms and conditions provided herein. Additional Bonds may be delivered by the Trustee at the direction of the Corporation to provide funds to pay: (1) the cost of expanding the Project, acquiring, constructing, renovating and equipping other facilities or acquiring equipment and other capital assets for utilization by the County for public purposes; (2) the cost of refunding of all or any portion of the Bonds then Outstanding or any other financing obligations of the County; and (3) the Costs of Issuance relating to the execution, delivery and sale of the Additional Bonds. Additional Bonds may be executed and delivered only on there being filed with the Trustee: (a) Originally executed counterparts of a supplemental indenture and an amendment to the Contract adopted in accordance with the requirements of Article IX and approved by the LGC, if so required by law, including requirements regarding approval of the Owners, if applicable, expressly providing that the Additional Bonds being executed and delivered as well as any Bonds and Additional Bonds theretofore executed and delivered shall be secured on a parity as hereinafter provided, except that the date or dates of the Additional Bonds, the rate or rates of interest with respect to the Additional Bonds, the time or times of payment of the interest with respect thereto and the principal amount thereof, and provisions for the prepayment thereof, if any, all shall be as provided in the supplemental indenture and amendment to the Contract, and further providing for an increase in the Purchase Price and the Installment Payments required or authorized to be paid to the Trustee under the Contract in such amount as shall be necessary to pay (assuming that no Event of Default shall occur), the principal, premium, if any, and interest with respect to the Additional Bonds. (b) A written opinion or opinions of nationally recognized bond counsel and mutually acceptable to the County, the Corporation and the Trustee, to the effect that the amendment to the Contract and the authentication of the Additional Bonds have been duly authorized, that the amendment to the Contract is valid and enforceable against the County and that the exclusion from gross income for federal income tax purposes of the interest component of the Installment Payments related to a series of Outstanding Bonds executed and delivered with the expectation that interest with respect to them will be excludable from the gross income of the owners thereof under the Internal Revenue Code of 1986, as amended, will not be adversely affected by the execution and delivery of the Additional Bonds, and that the sale and delivery of the Additional Bonds will not constitute a default under the Contract or this Indenture or cause any violation of the covenants, agreements or representations therein or herein. PPAB 2378632v2 13 Board of Commissioners - April 21, 2014 ITEM: 4 -4-16 (c) A written order to the Trustee to deliver the Additional Bonds to the purchaser or purchasers therein identified on payment to the Trustee of a specified sum plus accrued interest, if any. Each of the Additional Bonds executed and delivered under this Section 2.11 shall evidence a proportionate undivided interest in rights to receive certain Revenues under the Contract, as amended, proportionately and ratably secured with the 2014 Bonds originally executed and delivered and all Additional Bonds, if any, executed and delivered under this Section 2.11, without preference, priority or distinction of any 2014 Bond or Additional Bond over any other. [END OF ARTICLE II] PPAB 2378632v2 14 Board of Commissioners - April 21, 2014 ITEM: 4 -4-17 ARTICLE III REVENUES AND FUNDS Section 3.1 Source of Payment of Bonds; Deposit of Bond Proceeds. The Bonds evidence proportionate undivided interests in rights to receive certain Revenues under the Contract. Installment Payments, when, as and if received by the Trustee, shall be held hereunder for payment of the principal, premium, if any, and interest with respect to the Bonds as provided in this Indenture. From the proceeds from the sale of the 2014 Bonds, the Trustee shall deposit $[ ] in the 2014A Bonds Account of the Acquisition and Construction Fund and $[ ] in the 2014B Bonds Account of the Acquisition and Construction Fund. The proceeds of any Additional Bonds, executed and delivered under Section 2.11, shall be applied by the Trustee as directed in a Bond signed by a County Representative. Section 3.2 Creation of the Bond Fund. A special fund is hereby created and established with the Trustee, to be designated `New Hanover County, NC 2014 Installment Financing Contract Bond Fund" (the "Bond Fund'), the money in which shall be used to pay the principal, premium, if any, and interest with respect to the Bonds. Within the Bond Fund, there are hereby created and ordered established an Interest Account and a Principal Account, the money in each of which shall be used as set forth in Section 3.5. Section 3.3 Payments Into the Interest Account of the Bond Fund. There shall be deposited into the Interest Account of the Bond Fund (1) that portion of each payment of Installment Payments which is designated and paid as interest under the Contract; (2) investment earnings on the Bond Fund and the Prepayment Fund, as provided in Section 3.5 and Section 3.7, respectively; (3) Net Proceeds from any lease of the Mortgaged Property, including after an Event of Default to the extent required to pay the next installment of interest or any previous installment of interest not paid; (4) all money required to be deposited therein in accordance with this Indenture; and (5) all other money received by the Trustee under this Indenture accompanied by directions from the County that such money is to be deposited into the Interest Account of the Bond Fund. The Trustee shall credit all amounts deposited into the Interest Account of the Bond Fund, including particularly the amounts set forth in Section 3.1 of the Contract, toward the interest component of the Installment Payment then due and payable under the Contract. The Trustee shall notify the County of all amounts credited toward such Installment Payments within 30 days of such credit. Section 3.4 Payments Into the Principal Account of the Bond Fund. There shall be deposited into the Principal Account of the Bond Fund (a) that portion of each payment of Installment Payments which is designated and paid as principal with respect to the 2014 Bonds under the Contract; (b) Net Proceeds from any lease of the Mortgaged Property, including after an Event of Default after the deposit required by Section 3.3; (c) all money required to be deposited therein in accordance with this Indenture; and (d) all other money received by the Trustee under this Indenture accompanied by directions from the County that such money is to be deposited into the Principal Account of the Bond Fund. Section 3.5 Use ofMoneyin the Bond Fund. Money in the Interest Account of the Bond Fund shall be used for the payment of the interest with respect to the Bonds as the same becomes due and payable. Money in the Principal Account of the Bond Fund shall be used for the payment of the principal with respect to the Bonds. Investment earnings on money on deposit in the Interest Account and Principal Account of the Bond Fund shall be applied to the next payment of Installment Payments with respect to the Bonds. If the Bonds are to be prepaid in whole pursuant to Section 4.1(a), any money PPAB 2378632v2 15 Board of Commissioners - April 21, 2014 ITEM: 4 -4-18 remaining in the Interest Account and Principal Account of the Bond Fund shall be applied to such prepayment along with other money held by the Trustee for such purpose. Section 3.6 Custody of the Bond Fund. The Bond Fund shall be in the custody of the Trustee. The Trustee shall withdraw sufficient funds from the Bond Fund to pay the principal of and interest with respect to the Bonds as the same become due and payable. Section 3.7 Creation of the Prepayment Fund. There is hereby created and established with the Trustee the `New Hanover County, NC 2014 Installment Financing Contract Prepayment Fund" (the "Prepayment Fund'). The Trustee shall deposit into the Prepayment Fund any money provided by the County as a prepayment of Installment Payments. Money on deposit in each account of the Prepayment Fund shall be disbursed for prepayment of the Bonds as provided in Section 4.1(a) of this Indenture. Any income from investment of money in the Prepayment Fund shall be deposited into the Interest Account of the Bond Fund and applied to the interest component of the next payment of the Installment Payments. Whenever any money on deposit in the Prepayment Fund are disbursed for prepayment of less than all of the Outstanding Bonds, the Installment Payments set forth in the Contract shall be recalculated by the Trustee to reflect the reduction in the outstanding principal amount of the Bonds after such prepayment. Section 3.8 Nonpresentment ofBonds. If any Bond is not presented for payment when due, if funds sufficient to pay such Bond have been made available to the Trustee for the benefit of the Owner thereof, it is the duty of the Trustee to hold such funds without liability for interest with respect thereto, for the benefit of the Owner of such Bond, who shall be restricted exclusively to such funds for any claim of whatever nature on his or her part under the Contract or this Indenture or on or with respect to such Bond. Any money that is so set aside or transferred and that remains unclaimed by the Owners for a period of three years after the date on which such Bonds have become payable will be treated as abandoned property under N.C.G.S. § 116B et seq., and the Trustee shall report and remit this property to the State Treasurer according to the requirements ofN.C.G.S. § 116B. Thereafter, the Owners may look to the State Treasurer for payment and then only to the extent of the amounts so received without any interest with respect thereto, and the Trustee, the Corporation and the County shall have no responsibility with respect to such money. Section 3.9 Rebate Fund. If the County informs the Trustee that funds are to be set aside in a separate account of the Trustee to be held for the payment of rebate payments to the Federal Government pursuant to the terms of either of the Arbitrage and Tax Regulatory Agreement, the Trustee shall create and establish the "New Hanover County, NC 2014 Installment Financing Contract Rebate Fund" (the "Rebate Fund'). The Trustee shall deposit in the Rebate Fund the amounts as directed by the County. The County shall make or cause to be made the calculation or calculations required by the Arbitrage and Tax Regulatory Agreement and shall direct the Trustee to make deposits and disbursements from the Rebate Fund in accordance therewith. The Trustee shall invest the Rebate Fund as directed by the County. Section 3.10 Rebate Disbursements. Not later than 30 days after the end of the fifth anniversary of the execution and delivery of the 2014A Bonds and every five years thereafter, the Trustee shall pay to the United States the amount required to be on deposit in the Rebate Fund as of such payment date as determined by the County. Such amounts required to be on deposit in the Rebate Fund shall be provided from the County to the Trustee, and the Trustee shall not be required to risk or expend any of its own money for this purpose. Not later than 30 days after the final retirement of the 2014A Bonds, the Trustee shall pay to the United States such amount from the Rebate Fund as directed by the County. Each payment required to be paid to the United States pursuant to this Section shall be filed with the Internal PPAB 2378632v2 16 Board of Commissioners - April 21, 2014 ITEM: 4 -4-19 Revenue Service Center, 1160 West 1200 Street, Ogden, Utah 84201 or such other place as the County may direct. The Trustee shall have no liability for the calculation or payment of rebate except in accordance with this Indenture, the Trustee's express obligations under the Arbitrage and Tax Regulatory Agreement and instructions provided to the Trustee by the County. Each payment shall be accompanied by a statement, prepared or caused to be prepared by the County, summarizing the determination of the amount to be paid to the United States. Section 3.11 Creation of the Acquisition and Construction Fund. A special fund is hereby created and established with the Trustee to be designated to be designated "New Hanover County, NC 2014 Installment Financing Contract Acquisition and Construction Fund" (the "Acquisition and Construction Fund"), within which are hereby created a 2014A Bonds Account and a 2014B Bonds Account. The Trustee shall deposit in the applicable account of the Acquisition and Construction Fund the amounts as set forth in Section 3.1. In addition, the Trustee shall deposit into the Acquisition and Construction Fund such amounts as the County may designate in a certificate signed by a County Representative in connection with the execution and delivery of Additional Bonds under Section 2.11. Any money held in the Acquisition and Construction Fund or any account thereof shall be invested and reinvested by the Trustee in accordance with this Indenture, and the income therefrom shall be retained in the Acquisition and Construction Fund or any account thereof and used (together with all other money held in the Acquisition and Construction Fund) to pay the Cost of Acquisition and Construction attributable to the Project, as directed by the County in accordance with Section 4.2 of the Contract. The Trustee shall create accounts within the Acquisition and Construction Fund on the County's written direction. The balance, if any, remaining in the Acquisition and Construction Fund on completion of the Project, as certified in writing to the Trustee by a County Representative, (i) may be applied by the Trustee for any purpose permitted by applicable law which, in the opinion of nationally recognized bond counsel, will not cause interest with respect to a series of Outstanding Bonds executed and delivered with the expectation that interest with respect to them will be excludable from the gross income of the owners thereof under the Internal Revenue Code of 1986, as amended, to become includable in the gross income of the owners thereof for federal income tax purposes or (ii) absent the delivery of such an opinion to the Trustee, will be deposited first to the credit of the Interest Account and next to the Principal Account of the Bond Fund and applied to the future Installment Payments coming due under the Contract with respect to the 2014 Bonds in the order of their due date. Section 3.12 Money To Be Held in Trust; Reports to County. The ownership of the Bond Fund, the Prepayment Fund, the Acquisition and Construction Fund and any other fund or account, except for the Rebate Fund, created hereunder or under the Contract shall be in the Trustee, for the benefit of the Owners as specified in the Indenture. Not less than once during each calendar year, the Trustee shall provide the County with an accounting for all receipts to and disbursements from each fund or account. Section 3.13 Repayment to the County from the Trustee. After payment in full of the Bonds, the interest with respect thereto, any premium with respect thereto, the fees, charges and expenses of the Trustee and all other amounts required to be paid hereunder, any amounts remaining in the Bond Fund, the Prepayment Fund, the Acquisition and Construction Fund or otherwise held by the Trustee pursuant hereto other than the Rebate Fund shall be paid to the County on the expiration or sooner termination of the Contract as a return of an overpayment of Installment Payments. Section 3.14 Custody of Separate Trust Fund. The Trustee is authorized and directed to hold all Net Proceeds from any insurance proceeds or condemnation awards and disburse such proceeds in accordance with Article VII of the Contract. [END OF ARTICLE III] PPAB 2378632v2 17 Board of Commissioners - April 21, 2014 ITEM: 4 -4-20 ARTICLE IV PREPAYMENT OF 2014 BONDS Section 4.1 Prepayment Dates and Prices. The 2014 Bonds are subject to prepayment, in whole or in part, as set forth below: (a) Optional Prepayment. The 2014 Bonds maturing on or before June 1, 2023 are not subject to optional prepayment before maturity. The 2014 Bonds maturing on or after June 1, 2024 are subject to optional prepayment in whole or in part on any date after June 1, 2023, at the option of the County, at the prepayment price equal to 100% of the principal amount of such 2014 Bonds to be prepaid, together with accrued interest to the date fixed for prepayment. (b) Mandatory Sinking Fund Prepayment. The 2014 Bonds maturing on June 1, 20[ ] are subject to mandatory sinking fund prepayment on June 1 in each year on and after June 1, 20[ ] by lot from the principal components of the Installment Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest with respect thereto to the prepayment date, without premium, as follows: YEAR AMOUNT *Maturity At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may (1) deliver to the Trustee for cancellation 2014 Bonds or portions thereof in any aggregate principal amount desired, or (2) receive a credit in respect of its mandatory prepayment obligation for any 2014 Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment under this Section 4.1(b)) and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such 2014 Bond or portion thereof so delivered or previously purchased or prepaid and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof against the Installment Payment obligation corresponding to such mandatory prepayment date. To the extent that the aggregate principal amount of such 2014 Bonds or portions thereof exceeds the Installment Payment obligation on such mandatory prepayment date, any excess over such amount shall be credited against future Installment Payment obligations, as directed by the County, and the principal amount of 2014 Bonds to be prepaid shall be accordingly reduced. The County must on or before the 45th day next preceding each such mandatory prepayment date furnish the Trustee with its certificate indicating to what extent the provisions of (1) and (2) of the preceding paragraph are to be availed of with respect to such mandatory prepayment payment. (c) Selection. Either series of the 2014 Bonds may only be prepaid in part in multiples of $5,000. If the 2014A Bonds are called for prepayment in part, the 2014A Bonds to be prepaid are to be prepaid in such order as the City shall select, except for a prepayment pursuant to Section 4.1(b), and within the same maturity as selected by DTC pursuant to its rules and procedures or, if the book -entry system with respect to the 2014A Bonds is discontinued, the Trustee will select 2014A Bonds to be PPAB 2378632v2 18 Board of Commissioners - April 21, 2014 ITEM: 4 -4-21 prepaid by lot within each maturity in such manner as the Trustee in its discretion may determine. If the 2014B Bonds are called for prepayment in part, DTC will select the portion of the 2014B Bonds to be prepaid on a pro rata pass- through distribution of principal basis in accordance with its procedures, provided that, so long as the 2014B Bonds are held in book -entry form, the selection for prepayment of such 2014B Bonds will be made in accordance with the operational arrangements of DTC then in effect. If, at the time of such prepayment, the book -entry system with respect to the 2014B Bonds is discontinued, the Trustee will select the portion of the 2014B Bonds to be prepaid by lot in such manner as the Trustee in its discretion may determine. When 2014 Bonds are to be prepaid in part, the schedule of Installment Payments set forth in the Contract shall be recalculated as necessary by the Trustee in the manner required by Section 3.7 herein. Section 4.2 Notice of Prepayment. Notice of prepayment identifying the Bonds or portions thereof to be prepaid shall be given by the Trustee in writing not less than 30 days nor more than 60 days before the date fixed for prepayment by first class mail, postage prepaid (or, in the case of notice to DTC, by registered or certified mail or otherwise in accordance with DTC's then - existing rules and procedures) (1) to DTC or its nominee or to the then - existing securities depositories, or (2) if DTC or its nominee or another securities depository is no longer the Owner of the Bonds, to the then - registered Owners of the Bonds to be prepaid at their addresses appearing on the registration books maintained by the Trustee, (3) to the LGC, and (4) to the Municipal Securities Rule Making Board (the "MSRB ") in a electronic format as prescribed by the MSRB. Notwithstanding the foregoing, (1) if notice is given, the failure to receive an appropriate notice shall not affect the validity of the proceedings for such prepayment, (2) the failure to give any such notice or any defect therein shall not affect the validity of the proceedings for the prepayment of the Bonds or portions thereof with respect to which notice was correctly given, and (3) the failure to give any such notice to the parties described in clauses (3) and (4) in the preceding paragraph, or any defect therein, shall not affect the validity of any proceedings for the prepayment of the Bonds. Notice of prepayment shall specify, as applicable, (1) that the Bonds or a designated portion thereof are to be prepaid, (2) the CUSIP numbers of the Bond or Bonds to be prepaid (unless all the Bonds are being prepaid), (3) the prepayment date, (4) the prepayment price, (5) the prepayment agent's name and address, (6) the date of original execution and delivery of the Bonds, (7) the interest rate with respect to the Bond, (8) the maturity date of the Bond and (9) if a prepayment in part, called amounts for prepaid Bonds. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. In the case of an optional prepayment of the 2014 Bonds, the prepayment notice may state that it is conditioned upon the deposit of money with the Trustee on the prepayment date at the time and in an amount equal to the amount necessary to effect the prepayment and such notice will be of no effect unless such money is so deposited. Section 4.3 Prepayments. Before the date fixed for prepayment, funds shall be deposited with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Bonds or portions thereof called, together with accrued interest with respect thereto to the prepayment date, and any required premium. On the giving of notice and the deposit of such funds for prepayment pursuant to this Indenture, interest with respect to the Bonds or portions thereof thus called shall no longer accrue after the date fixed for prepayment. The Bonds or portions thereof called for prepayment shall be due and payable on the prepayment date at the prepayment price, together with accrued interest with respect thereto to the prepayment date PPAB 2378632v2 19 Board of Commissioners - April 21, 2014 ITEM: 4 -4-22 and any applicable prepayment premium. If any required notice of prepayment has been given and money sufficient to pay the prepayment price, together with accrued interest with respect thereto to the prepayment date and any required prepayment premium, have been deposited with the Trustee, the Bonds or portions thereof so called for prepayment shall cease to be entitled to any benefit or security under this Indenture and the Owners of such Bonds shall have no rights with respect to such Bonds or portions thereof so called for prepayment except to receive payment of the prepayment price and accrued interest to the prepayment date from such funds held by the Trustee. Anything in this Indenture to the contrary notwithstanding, if an Event of Default occurs and is continuing, there will be no prepayment of less than all of the Bonds Outstanding. Section 4.4 Cancellation. All Bonds which have been prepaid shall not be redelivered but shall be canceled and destroyed by the Trustee in accordance with Section 2.10. Section 4.5 Delivery of New Bonds On Partial Prepayment of Bonds. On surrender and cancellation of the Bonds called for prepayment in part only, a new Bond or Bonds of the same maturity and interest rate and of authorized denominations and series, in an aggregate principal amount equal to the unprepaid portion thereof, shall be executed on behalf of the Corporation and authenticated and delivered by the Trustee. The expenses of such execution, authentication, delivery and exchange shall be paid by the County as Additional Payments under the Contract. [END of ARTICLE IV] PPAB 2378632v2 20 Board of Commissioners - April 21, 2014 ITEM: 4 -4-23 ARTICLE V INVESTMENTS All money held as part of the Bond Fund, the Prepayment Fund, the Acquisition and Construction Fund or any other fund or account created hereunder or under the Contract except the Rebate Fund shall be deposited or invested and reinvested from time to time by the Trustee, at the written direction of the County as agent of the Corporation, in deposits or investments, which are Permitted Investments subject to the following restrictions: (a) Money in the Acquisition and Construction Fund shall be invested only in obligations which will by their terms mature not later than the date the County estimates, in a writing provided to the Trustee, the money represented by the particular investment will be needed for withdrawal from the Acquisition and Construction Fund; and (b) Money in the Bond Fund shall be invested only in obligations which will by their terms mature on such dates as to ensure that on the date of each interest and principal payment, there will be in the Bond Fund from matured obligations and other money already in the Bond Fund, cash to pay the interest and principal payable on such payment date; and (c) Money in the Prepayment Fund shall be invested in obligations which will by their terms mature, or will be subject to prepayment at the option of the owner thereof, on or before the date funds are expected to be required for expenditure or withdrawal. The Rebate Fund shall be invested and reinvested by the Trustee, at the written direction of the County, in accordance with the Arbitrage and Tax Regulatory Agreement. Any and all such deposits or investments shall be held by or under the control of the Trustee. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank or trust company under common control with the Trustee. The Trustee is specifically authorized to enter into agreements with itself or any other person, which agreements guarantee the repurchase of specific Permitted Investments at specific prices. Except as expressly provided in Article III of this Indenture, deposits or investments shall at all times be a part of the fund or account from which the money used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. In computing the amount in any fund or account held under the provisions of this Indenture, obligations purchased as a deposit or investment of money therein shall be valued at the market price thereof, exclusive of accrued interest. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. [END of ARTICLE V] PPAB 2378632v2 21 Board of Commissioners - April 21, 2014 ITEM: 4 -4-24 ARTICLE VI DISCHARGE OF INDENTURE If, when the Bonds secured hereby become due and payable in accordance with their terms or otherwise as provided in this Indenture, the whole amount of the principal, premium, if any, and interest due and payable with respect to all of the Bonds shall be paid or provision has been made for the payment of the same, together with all other sums payable hereunder, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Corporation to the Trustee and the Owners shall then cease, terminate and become void and be discharged and satisfied. In such event, on the request of the County, the Trustee shall transfer and convey to the County all property assigned or pledged to the Trustee by the Corporation then held by the Trustee pursuant to this Indenture, and the Trustee shall execute such documents as may be reasonably required by the County and shall turn over to the County any surplus in any fund created under this Indenture other than the Rebate Fund. Outstanding Bonds shall, before the maturity or prepayment date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Article VI if (a) in case said Bonds are to be prepaid on any date before their maturity, the County has given to the Trustee in form satisfactory to the Trustee irrevocable instructions to give on a date in accordance with the provisions of Section 4.2 notice of prepayment of such Bonds on said prepayment date, (b) there has been deposited with the Trustee either money in an amount which shall be sufficient, or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide money which, together with the money, if any, deposited with or held by the Trustee at the same time, sufficient to pay when due the principal, premium, if any, and interest due and to become due with respect to said Bonds on and before the prepayment date or maturity date thereof, as the case may be, and (c) in the event said Bonds are not by their terms subject to prepayment within the next 60 days, the County has given the Trustee in form satisfactory to it (1) irrevocable instructions to give, as soon as practicable in the same manner as the notice of prepayment is given pursuant to Section 4.2, a notice to the Owners of such Bonds that the deposit required by (b) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or prepayment date on which money is to be available for the payment of the principal, premium, if any, and interest with respect to said Bonds, (2) verification from an independent accountant or other nationally recognized expert not unacceptable to the Trustee that the money or Federal Securities deposited with the Trustee will be sufficient to pay when due the principal, premium, if any, and interest due and to become due with respect to the Bonds on and before the prepayment date or maturity date thereof and (3) an opinion of nationally recognized bond counsel that such deposit of money or Federal Securities will not adversely affect the federal income tax status of interest with respect to the Bonds. Neither the Federal Securities nor money deposited with the Trustee pursuant to this Article VI or principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and such Federal Securities or money shall be held in trust for, the payment of the principal, premium, if any, and interest with respect to said Bonds; provided any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Federal Securities of the type described in clause (b) of this paragraph maturing at the times and in amounts sufficient (together with any other money or Federal Securities then held by the Trustee as described above) to pay when due the principal, premium, if any, and interest to become due with respect to said Bonds on or before such prepayment date or maturity date thereof, as the case may be. At such time as any Bonds shall be deemed paid as aforesaid, such Bonds shall no longer be secured by or entitled to the benefits of this Indenture and the Contract, except for the purpose of exchange and transfer and any payment from such money or Federal Securities deposited with the Trustee. The release of the obligations of the Corporation under this Section is without prejudice to the rights of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all PPAB 2378632v2 22 Board of Commissioners - April 21, 2014 ITEM: 4 -4-25 its reasonable expenses, charges and other disbursements incurred with respect to the administration of the trust hereby created and the performance of its powers and duties hereunder. [END OF ARTICLE VI] PPAB 2378632v2 23 Board of Commissioners - April 21, 2014 ITEM: 4 -4-26 ARTICLE VII DEFAULTS AND REMEDIES Section 7.1 Events of Default. If any of the following events occur it is hereby defined as and shall be deemed an "Event of Default" under this Indenture: (a) Default in the payment of the principal or premium, if any, with respect to any Bond when the same becomes due and payable, whether at the stated maturity thereof or on proceedings for prepayment. (b) Default in the payment of any installment of interest with respect to any Bond when the same becomes due and payable. (c) The occurrence of an "Event of Default" as provided in Section 12.1 of the Contract. Section 7.2 Remedies on Default. (a) On the occurrence and continuance of an Event of Default, the Trustee may and shall, if required by a majority in aggregate principal amount of the Owners of the Bonds, by written notice to the County, declare the obligations of the County as to the principal and interest components of Installment Payments and the aggregate principal amount of Bonds and the accrued interest with respect thereto to be immediately due and payable, whereupon they will, without further action, become due and payable. (b) The provisions of the preceding paragraph are subject to the condition that if, after the principal with respect to any of the Installment Payments and the Bonds has been so declared to be due and payable, and before the earlier of (1) the exercise of rights granted under the Deed of Trust or (2) to the extent permitted by applicable law and Section 2.3, any judgment or decree for the payment of the money due has been obtained or entered as hereinafter provided, the defaulting party (the "Defaulting Party ") shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of the principal and interest with respect to all Bonds which have become due otherwise than by reason of such declaration (with interest on such overdue installments of principal and interest, to the extent permitted by law, at the rate or rates per annum borne by the Bonds) and such amount as is sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default hereunder other than nonpayment of the principal or interest with respect to the Bonds which have become due by said declaration have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Defaulting Party and shall give notice thereof by first class mail to all Owners; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. The provisions of paragraph (a) are further subject to the condition that any waiver of any event of default under the Contract and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under this Indenture and a rescission and annulment of the consequences thereof. If notice of such event of default under the Contract has been given as provided herein, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Defaulting Party and shall give notice thereof by first class mail to all Owners; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. PPAB 2378632v2 24 Board of Commissioners - April 21, 2014 ITEM: 4 -4-27 (c) On the occurrence and continuance of any Event of Default and on the written direction of Owners of not less than a majority in principal amount of the Bonds Outstanding and receipt of indemnity to the Trustee's satisfaction, the Trustee shall, to the extent permitted by Section 2.3 and applicable law, in its own name and as the Trustee of an express trust: (1) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners, and require the Defaulting Party to carry out any agreements with or for the benefit of the Owners and to perform its or their duties under the Contract and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Contract or this Indenture, as the case may be; (2) take whatever action at law or in equity is permissible and may appear necessary or desirable to enforce its rights against the Defaulting Party or the Mortgaged Property held as security therefor. No right or remedy is intended to be exclusive of any other rights or remedies, but each and every such right or remedy shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. If any Event of Default has occurred and if requested by the Owners of a majority in aggregate principal amount of Bonds then Outstanding and indemnified as provided in Section 8.1(m), the Trustee is obligated to exercise, to the extent permitted by applicable law and subject to Section 2.3, such one or more of the rights and powers conferred by this Section as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners. Section 7.3 Majority of Owners May Control Proceedings. The Owners of a majority in aggregate principal amount of the Bonds then Outstanding have the right, at any time, to the extent permitted by law, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver, and any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions hereof The Trustee is not required to act on any direction given to it pursuant to this Section until the indemnity described in Section 8.1(m) of this Indenture is furnished to it by such Owners. Section 7.4 Rights and Remedies of Owners. No Owner has any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless (1) a default has occurred of which the Trustee has been notified as provided in Section 8.1(h), or of which by said Section it is deemed to have notice, (2) such default has become an Event of Default as defined in Section 7. 1, and the Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding have made written request to the Trustee, have offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceedings in its own name and have offered to the Trustee indemnity as provided in Section 8.1(m) and (3) the Trustee thereafter fails or refuses to exercise the powers herembefore granted, or to institute such action, suit or proceeding in its own name; and such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more Owners have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by his action or to enforce any right hereunder except in the manner herein provided and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Owners of all Bonds then Outstanding. Nothing contained in this Indenture shall, however, affect or impair the right of any Owner to enforce the payment of the PPAB 2378632v2 25 Board of Commissioners - April 21, 2014 ITEM: 4 -4-28 principal, premium, if any, and interest with respect to any Bond at and after the maturity thereof to the extent permitted by Section 2.3 and applicable law. Section 7.5 Trustee May Enforce Rights Without Bonds. All rights of action and claims under this Indenture or any of the Bonds Outstanding hereunder may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or proceedings relative thereto; and any suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee, without the necessity of joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of judgment is for the ratable benefit of the Owners of the Bonds, subject to the provisions of this Indenture. Section 7.6 Delay or Omission No Waiver. No delay or omission of the Trustee or of any Owner to exercise any right or power accruing on any default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such default, or acquiescence therein; and every power and remedy given by this Indenture, to the extent permitted by applicable law and subject to Section 2.3, may be exercised from time to time and as often as may be deemed expedient. Section 7.7 No Waiver of One Default to Affect Another. No waiver of any default hereunder, whether by the Trustee or the Owners, shall extend to or affect any subsequent or any other then existing default or shall impair any rights or remedies consequent thereon. Section 7.8 Discontinuance of Proceedings on Default; Position of Parties Restored. If the Trustee has proceeded to enforce any right under this Indenture and such proceedings have been discontinued or abandoned for any reason, or have been determined adversely to the Trustee, then and in every such case the Corporation, the County, the Trustee and the Owners shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 7.9 Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences, and notwithstanding anything else to the contrary contained in this Indenture shall do so on the written request of the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding; provided, however, that there shall not be waived without the consent of the Owners of 100% of the Bonds then Outstanding as to which the Event of Default exists (a) any Event of Default in the payment of the principal or premium with respect to any Outstanding Bonds at the date of maturity specified therein or (b) any default in the payment when due of the interest with respect to any such Bonds, unless before such waiver or rescission, all arrears of interest and all arrears of payments of principal and premium, if any, then due, as the case may be (both with interest on all overdue installments at the rate or rates borne by the Bonds), and all expenses of the Trustee in connection with such default have been paid or provided for. In case of any such waiver, or in case any proceedings taken by the Trustee on account of any such default have been discontinued or abandoned or determined adversely to the Trustee, then and in every such case the Corporation, the County, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. Section 7.10 Application of Money. All money received by the Trustee pursuant to any right given or action taken under the provisions of this Article VII shall, after payment of the costs and expenses of the proceedings resulting in the collection of such money and of the expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Fund and applied as follows: PPAB 2378632v2 26 Board of Commissioners - April 21, 2014 ITEM: 4 -4-29 (a) Unless the principal with respect to all of the Bonds have become or have been declared due and payable, all such money shall be applied: FIRST: To the payment to the persons entitled thereto of all installments of interest then due with respect to the Bonds, in the order of the maturity of the installments of such interest beginning with the earliest such maturity and, if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND: To the payment to the persons entitled thereto of the unpaid principal and premium, if any, with respect to any of the Bonds which have become due (other than Bonds matured or called for prepayment for the payment of which money is held pursuant to the provisions of this Indenture), in the order of their due dates and beginning with the earliest due date and, if the amount available is not sufficient to pay in full Bonds due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD: To the payment to the persons entitled thereto of interest on overdue installments of principal, premium, if any, and interest, to the extent permitted by law, and if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such particular installment, to the persons entitled thereto, without any discrimination or privilege; and FOURTH: To be held for the payment to the persons entitled thereto, as the same become due, of the principal, premium, if any, and interest with respect to the Bonds which may thereafter become due in accordance with the terms of this Indenture. (b) If the principal with respect to all of the Bonds has become due or has been declared due and payable, all such money shall be applied to the payment of the principal and interest then due and unpaid with respect to the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto without any discrimination or privilege, with interest on overdue installments of interest or principal, to the extent permitted by law. Whenever money is to be applied pursuant to the provisions of this Section 7. 10, such money shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) on which such application is to be made and on such date interest with respect to the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such money and of the fixing of any such date, and shall not be required to make PPAB 2378632v2 27 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 30 payment to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal, premium, if any, and interest with respect to all of the Bonds have been paid under the provisions of this Section 7.10 and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be paid to the County. [END OF ARTICLE VII] PPAB 2378632v2 28 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 31 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.1 Duties of the Trustee. The Trustee hereby accepts the trusts imposed on it by this Indenture and agrees to perform said trusts (including, without limitation, all duties delegated and all rights assigned to the Trustee by the Corporation under the Contract), but only on and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a reasonable and prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to act on an Opinion of Counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof The Trustee may act on an Opinion of Counsel and shall not be responsible for any loss or damage resulting from any action or nonaction taken by or omitted to be taken in good faith in reliance on such Opinion of Counsel. (c) The Trustee is not responsible for any recital herein or in the Bonds (except in respect to the execution of the certificate of authentication on behalf of the Trustee), or for the recording or rerecording, filing or refiling of the Contract or this Indenture or of any supplements thereto or hereto or instruments of further assurance, or insuring the security for the Bonds or the Mortgaged Property, or collecting any insurance money or for the validity of the execution by the Corporation of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds executed and delivered hereunder or intended to be secured hereby, or for the value of or title to the Mortgaged Property, or for the maintenance of the security for the Bonds, and the Trustee is not bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Corporation or the County, except as provided herein; but the Trustee may require of the Corporation or the County full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee has no obligation to perform any of the duties of the County under the Contract; and the Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article V. (d) The Trustee may become the Owner of Bonds with the same rights which it would have if not the Trustee. (e) The Trustee shall be protected in acting on any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee under this Indenture on the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond is PPAB 2378632v2 29 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 32 conclusive and binding on all future Owners of the same Bond and on any Bonds executed and delivered in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee is entitled to rely on a certificate signed on behalf of the Corporation by a Corporation Representative, or on behalf of the County by a County Representative or such other person as may be designated for such purpose by a certified resolution, as sufficient evidence of the facts therein contained, and, before the occurrence of a default of which the Trustee has been notified as provided in subsection (h) of this Section or of which by said subsection it is deemed to have notice, is also at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but in no case is bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee is not answerable for other than its negligence or default. (h) The Trustee is not required to take notice or be deemed to have notice of any default hereunder except failure by the County or the Corporation to cause to be made any of the payments to the Trustee required to be made by Article III hereof, unless the Trustee is specifically notified in writing of such default by the Corporation or the County or by the Owners of at least 25% in aggregate principal amount of Bonds then Outstanding, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, to be effective, be delivered at the corporate trust office of the Trustee identified in Section 10.9, and in the absence of such notice so delivered or express knowledge to the contrary, the Trustee may conclusively assume there is no default except as aforesaid. (i) All money received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee is not under any liability for interest on any money received hereunder except such as may be agreed on. (j) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, have the right, but are not required, to inspect any and all of the property pledged herein, including all books, papers and records of the Corporation or the County pertaining to the Mortgaged Property. (k) The Trustee is not required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (1) Notwithstanding anything in this Indenture contained, the Trustee has the right, but is not required, to demand in respect of the execution and delivery of any Bonds, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Corporation or the County to the execution and delivery of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (m) Before taking any action hereunder (except for the acceleration of the Bonds under Section 7.2(a)) the Trustee may require that satisfactory indemnity be furnished to it by the PPAB 2378632v2 30 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 33 Owners for the reimbursement of all expenses which it may incur and to protect it against all liability, except liability which may result from its negligence or default, by reason of any action so taken. (n) The Trustee may use the services of an agent to carry out the duties, responsibilities and obligations required of the Trustee hereunder and where the Trustee is required to act, the agent of the Trustee may act in the place and stead of the Trustee; provided, however, that the use of any agent does not relieve the Trustee of any of its obligations under the Indenture. Where any act is to be performed or any event is to occur under the Indenture at the designated corporate trust office of the Trustee, such act or event may be performed or occur, as the case may be, at the office of the agent of the Trustee. (o) The Trustee may not serve as the provider of any financial guaranty instrument under this Indenture or any subsequent supplemental indenture. (p) The Trustee is not liable to the Corporation or the County for any loss suffered as a result of or in connection with any investment of funds made by the Trustee in good faith as instructed by or approved by the County. (q) The Trustee is not accountable for the use by the Corporation or the County of the proceeds of the Bonds. (r) The Trustee has no duty or responsibility to examine or review, and has no liability for the contents of, any documents submitted or delivered to any Owner in the nature of a preliminary or final placement memorandum, official statement, offering circular or similar disclosure document. (s) The Trustee is not liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts, relating to the Mortgaged Property. The Trustee has no duty to inspect the Mortgaged Property or to verify the truthfulness or accuracy of the certifications made by the Corporation with respect to the Trustee's disbursements for Acquisition and Construction in accordance with this Indenture and the Contract. Section 8.2 Fees and Expenses of Trustee. The Trustee is entitled to payment and reimbursement for its reasonable fees for its services rendered hereunder as and when the same become due and all expenses reasonably and necessarily made or incurred by the Trustee in connection with such services as and when the same become due as provided in Section 4.7 of the Contract. Section 8.3 Resignation or Replacement of Trustee. The Trustee may resign by giving written notice to the County, the Corporation and the LGC not less than 60 days before such resignation is to take effect. Such resignation shall take effect only on the appointment of a successor qualified as provided in the third paragraph of this Section 8.3. The Trustee may be removed at any time (1) by the Corporation, at the direction of the County or (2) by an instrument in writing, executed by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. The Corporation may not, however, remove the Trustee if an Event of Default under this Indenture has occurred and is continuing. No removal will be effective until a successor Trustee qualified as provided in the third paragraph of this Section 8.3 has been appointed and until such appointment has been accepted. If the Trustee resigns or is removed or otherwise becomes incapable of acting, a successor may be appointed by the County, or if there is an "Event of Default" by the County as provided in Section 12.1 of the Contract, by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding PPAB 2378632v2 31 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 34 by an instrument or concurrent instruments signed by such Owners, or their attorneys -in -fact duly appointed; provided that the Corporation may, by an instrument executed by it, appoint a successor until a new successor is appointed by the Owners as herein authorized. The County, on making such appointment, shall forthwith give notice thereof to each Owner, the LGC and to the Corporation, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the County shall immediately and without further act be superseded by a successor appointed in the manner above provided by the Owners of a majority in aggregate principal amount of the Bonds Outstanding. Every successor shall be approved by the LGC and shall always be a bank or trust company in good standing, qualified to act hereunder, and having a capital and surplus of not less than $100,000,000. Any successor appointed hereunder shall execute, acknowledge and deliver to the County and to the Corporation an instrument accepting such appointment hereunder, and thereon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, on the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and money held by it under this Indenture. Should any instrument in writing from the County or the Corporation be required by any successor for more fully vesting in and confirming to it, the said deeds, conveyances and instruments in writing shall be made, executed, acknowledged and delivered by the County or the Corporation on request of such successor. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and /or recorded by the successor Trustee in each recording office, if any, where this Indenture has been filed or recorded. Section 8.4 Conversion, Consolidation or Merger of Trustee. Any bank or trust company into which the Trustee or its successor may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business as a whole shall be the successor of the Trustee under this Indenture with the same rights, powers, duties and obligations and subject to the same restrictions, limitations and liabilities as its predecessor, all without the execution or filing of any papers or any further act on the part of any of the parties hereto or thereto, anything herein or therein to the contrary notwithstanding; provided, however, that such merged or successor entity meets the qualifications of a successor Trustee under Section 8.3. If any of the Bonds to be executed and delivered hereunder have been authenticated, but not delivered, any successor Trustee may adopt the certificate of any predecessor Trustee, and deliver the same as authenticated; and, if any of such Bonds have not been authenticated, the Corporation may authenticate the Bond and any successor Trustee may deliver the same in the manner provided in Article II of this Indenture. Section 8.5 Intervention by Trustee. In any judicial proceeding to which the Corporation or the County is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Owners of the Bonds, the Trustee may intervene on behalf of Owners of the Bonds, and shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount in Bonds then Outstanding, so long as they have provided satisfactory indemnity pursuant to Section 8.1(m). [END OF ARTICLE VIII] PPAB 2378632v2 32 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 35 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE CONTRACT Section 9.1 Supplemental Indentures Not Requiring Consent of Owners. The Trustee and the Corporation may, with the written consent of the County, but without the consent of, or notice to, the Owners, enter into such indentures supplemental hereto for any one or more or all of the following purposes, as long as such supplemental indenture does not adversely affect the interests of the Owners: (a) To add to the covenants and agreements of the Corporation contained in this Indenture other covenants and agreements to be thereafter observed by the Corporation; (b) To cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained in this Indenture, or to make any provisions with respect to matters arising under this Indenture or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the Owners; or (c) To execute and deliver Additional Bonds as provided in Section 2.11. Section 9.2 Supplemental Indentures Requiring Consent of Owners. Exclusive of supplemental indentures covered by Section 9.1, the written consent of the County, the LGC and the consent of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding is required for the execution by the Corporation and the Trustee of any indenture or indentures supplemental hereto; provided, however, that without the consent of the LGC and the Owners of all the Bonds at the time Outstanding affected thereby nothing herein contained shall permit, or be construed as permitting: (a) A change in the terms of prepayment or maturity of the principal amount of or the interest with respect to any Outstanding Bond, or a reduction in the principal amount of or premium payable on any prepayment of any Outstanding Bond or the rate of interest with respect thereto; (b) The deprivation of the Owner of any Bond then Outstanding of the lien created by this Indenture (other than as originally permitted hereby), (c) A privilege or priority of any Bond or Bonds over any other Bond or Bonds; or (d) A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture. (e) If at any time the County or the Corporation requests the Trustee to enter into such supplemental indenture for any of the purposes of this Section, the Trustee shall, on being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by first class mail to the Owners of the Bonds then Outstanding at the address shown on the registration books maintained by the Trustee. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all Owners. If, within 60 days or such longer period as is prescribed by the County following the giving of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding at the time of the execution of any such supplemental indenture have consented to and approved the execution thereof as herein provided, no Owner has any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any PPAB 2378632v2 33 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 36 manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Corporation from executing the same or from taking any action pursuant to the provisions thereof. The written consent by the purchaser of a series of Additional Bonds constitutes the consent of the Owners of that series of Additional Bonds. Any consent or request by the Owners of any Bond is conclusive and binding on such Owner and on all future Owners of the Bonds and of any Bonds executed and delivered on the transfer of any Bond, whether or not notation of such consent or request is made on the Bond. Section 9.3 Execution of Supplemental Indenture. The Trustee is authorized to join with the Corporation in the execution of any such supplemental indenture and to make further agreements and stipulations which may be contained therein, but the Trustee is not obligated to enter into any such supplemental indenture which affects its rights, duties or immunities under this Indenture. Any supplemental indenture executed in accordance with the provisions of this Article shall thereafter form a part of this Indenture; and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be deemed to be part of this Indenture for any and all purposes. In case of the execution and delivery of any supplemental indenture, express reference may be made thereto in the text of the Bonds executed and delivered thereafter, if any, if deemed necessary or desirable by the Trustee. Section 9.4 Amendments of the Contract or the Deed of Trust Not Requiring Consent of Owners. The Corporation and the Trustee may, with the written consent of the County, but without the consent of or notice to the Owners, consent to any amendment, change or modification of the Contract or the Deed of Trust that does not materially adversely affect the interests of the existing Owners as may be required (a) by the provisions of the Contract, the Deed of Trust or this Indenture; (b) for the purpose of curing any ambiguity or formal defect or omission in the Contract or the Deed of Trust; (c) to more precisely identify the Mortgaged Property or to add or substitute improvements acquired in accordance with the Contract, the Deed of Trust and this Indenture; (d) to execute and deliver Additional Bonds as provided in Section 2.11; (e) to amend the County's continuing disclosure obligation as provided in Article VIII of the Contract; or (f) in connection with any other change therein which, in the judgment of the Trustee, does not materially adversely affect the interests of the existing Owners. Section 9.5 Amendments of the Contract of the Deed of Trust Requiring Consent of Owners. Except for the amendments, changes or modifications permitted by Section 9.4, neither the Corporation nor the Trustee shall consent to any other amendment, change or modification of the Contract or the Deed of Trust without the giving of notice thereof to the LGC and to the Owners and receipt of consent by the LGC and the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and procured as provided in Section 9.2. If the County and the Corporation requests the consent of the Trustee to any such proposed amendment, change or modification of the Contract or the Deed of Trust, the Trustee shall, on being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided in Section 9.2. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the designated corporate trust office of the Trustee for inspection by all Owners. The written consent by the purchaser of a series of Additional Bonds constitutes the consent of the Owners of that series of Additional Bonds. Section 9.6 Notice to Moody's and S&P. Notice of any amendment, change or modification to this Indenture or the Contract shall be given by the Trustee, on the written request and at PPAB 2378632v2 34 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 37 the expense of the County, within ten days before the effective date thereof to Moody's and to S &P at the address set forth in Section 10.9. Section 9.7 Consent of Initial Purchaser, Underwriter or Remarketing Agent Notwithstanding anything in this Indenture to the contrary, (1) any initial purchaser, underwriter or remarketing agent holding any Bonds may, regardless of its intent to sell or distribute such Bonds in the future, consent as the Owner of such Bonds to any amendment or supplemental indenture as required by this Section, including any amendment or supplemental indenture that adversely affects the interests of other Owners and (2) any such holder providing its consent under this Section shall not be entitled to receive, nor shall the County be required to provide, any prior notice or other documentation regarding such amendment or supplemental indenture. [END of ARTICLE IX] PPAB 2378632v2 35 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 38 ARTICLE X MISCELLANEOUS Section 10.1 Evidence of Signature of Owners and Ownership of Bonds. Any request, consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys appointed in writing. Proof of the execution of any such instrument or of an instrument appointing any such attorney, or the ownership of Bonds is sufficient (except as otherwise herein expressly provided) if made in the following manner, but the Trustee may, nevertheless, in its discretion require further or other proof in cases where it deems the same desirable: (a) The fact and date of the execution by any Owner or his or her attorney of such instrument may be proved by the certificate of any officer authorized to take acknowledgments in the jurisdiction in which he or she purports to act that the person signing such request or other instrument acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before a notary public. (b) The ownership of the Bonds shall be proved by the registration books kept under the provisions of Section 2.9. Any request or consent of the Owner of any Bond binds all future Owners of such Bond in respect of any thing done or suffered to be done by the County or the Trustee in accordance therewith. Section 10.2 Covenants of Corporation. The Corporation agrees that the Trustee as assignee of the Corporation under the Contract may enforce, in its name or in the name of the Corporation, all rights of the Corporation and all obligations of the County under the Contract, for and on behalf of the Owners, whether or not the Corporation is in default under this Indenture. The Trustee and the Corporation hereby agree that the Corporation is not obligated to make any payments or to take any other action with respect to the Mortgaged Property under the Contract. Section 10.3 Inspection of the Mortgaged Property. The Trustee and its duly authorized agents have the right, on reasonable notice to the County, at all reasonable times, to examine and inspect the Mortgaged Property. The Trustee and its duly authorized agents shall also be permitted, at all reasonable times, to examine the books, records, reports and other papers of the County with respect to the Mortgaged Property. Section 10.4 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer on, or to give to any person other than the County, the Corporation, the Trustee and the Owners, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Corporation or the Trustee shall be for the sole and exclusive benefit of the County, the Corporation, the Trustee and the Owners. Section 10.5 Titles, Headings and Captions. The titles, captions and headings of the articles, sections and subdivisions of this Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. Section 10.6 Severahility. If any provision of this Indenture, other than Section 2.3, is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. If any one or more of the provisions provided in this Indenture shall be construed to be held invalid or unenforceable, the parties hereto shall, in the alternative, PPAB 2378632v2 36 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 39 agree to replace such provision with a lawful provision which most nearly approximates the provision held to be invalid or unenforceable. Section 10.7 Governing Law. This Indenture shall be construed, interpreted, governed and enforced in accordance with the laws and Constitution of the State. Section 10.8 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which constitute but one and the same instrument. Section 10.9 Notices. All notices, certificates or other communications are sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid (or, with respect to notices delivered to the County, the Corporation or the Trustee, by electronic mail with confirmation of delivery receipt), as follows: If to the County: County of New Hanover, North Carolina 230 Government Center Drive, Suite 165 Wilmington, North Carolina 28403 Attention: Finance Director If to the Corporation: New Hanover County Financing Corporation 230 Government Center Drive, Suite 125 Wilmington, North Carolina 28403 Attention: President If to the Trustee: U.S. Bank National Association 5540 Centerview Drive, Suite 200 Raleigh, North Carolina 27606 Attention: Global Corporate Trust Services If to Moody's: Moody's Investors Service 250 Greenwich Street 7 World Trade Center New York, NY 10007 Attention: Public Finance Department Rating Desk If to S &P: Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business 55 Water Street, 38th Floor New York, NY 10041 Attention: Public Finance Department The County, the Corporation, the Trustee, Moody's and S &P may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 10.10 Payments Due on Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture. PPAB 2378632v2 37 Board of Commissioners - April 21, 2014 ITEM: 4 -4-40 Section 10. 11 Corporation, County, and Trustee Representatives. Whenever under the provisions hereof the approval of the Corporation, the County or the Trustee is required, or the County, the Corporation or the Trustee is required to take some action at the request of the other, unless otherwise provided, such approval or such request shall be given for the Corporation by a Corporation Representative, for the County by a County Representative and for the Trustee by a Trustee Representative, and the Corporation, the County and the Trustee shall be authorized to act on any such approval or request. Section 10.12 E- verify. To the extent applicable, the Trustee will comply with the "E- Verify" requirements of Sections 64 -25(5) and 64 -26(a) of the General Statutes of North Carolina, as amended, including with respect to subcontractors the Trustee may use in connection with this Indenture, if any. [END OF ARTICLE X] [SIGNATURES ON FOLLOWING PAGES] PPAB 2378632v2 38 Board of Commissioners - April 21, 2014 ITEM: 4 -4-41 IN WITNESS WHEREOF, the Corporation and the Trustee have caused this Indenture to be executed in their respective corporate names as of the date first above written. NEW HANOVER COUNTY FINANCING CORPORATION ME Woody White, President [SIGNATURES CONTINUED ON FOLLOWING PAGES] PPAB 2378632v2 Board of Commissioners - April 21, 2014 ITEM: 4 -4-42 [COUNTERPART SIGNATURE PAGE TO THE INDENTURE] U.S. BANK NATIONAL ASSOCIATION, as Trustee ma Shawna L. Hale Vice President PPAB 2378632v2 Board of Commissioners - April 21, 2014 ITEM: 4 -4-43 Im EXHIBIT A FORM OF 2014A BOND UNITED STATES OF AMERICA STATE OF NORTH CAROLINA LIMITED OBLIGATION BOND, SERIES 2014A EVIDENCING A PROPORTIONATE UNDIVIDED INTEREST IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO AN INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA INTEREST RATE MATURITY DATE DATED DATE CUSIP May [ ], 2014 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS THIS CERTIFIES THAT THE REGISTERED OWNER (named above), or registered assigns, has a proportionate undivided interest in rights to receive certain revenues, as described below, pursuant to a certain Installment Financing Contract dated as of May 1, 2014 (which agreement as from time to time amended is referred to herein as the "Contract "), between NEW HANOVER COUNTY FINANCING CORPORATION (the "Corporation ") and the COUNTY OF NEW HANOVER, NORTH CAROLINA, a North Carolina political subdivision (the "County "). The interest of the Owner of this Bond (this "2014A Bond") is secured as provided in the Indenture of Trust dated as of May 1, 2014 (the "Indenture ") between the Corporation and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee "), for the registered owners of the 2014A Bonds (the "Owners "), by which the rights (with certain exceptions) of the Corporation, under the Contract, have been assigned by the Corporation to the Trustee for the benefit of the Owners. Pursuant to the Contract and the Indenture, the Owner hereof is entitled to receive, solely out of and to the extent available from the sources hereinafter identified, on the Maturity Date stated above (or earlier as hereinafter provided), the Principal Sum stated above, and interest with respect thereto from the Dated Date (shown above) at the interest rate per annum stated above, payable commencing on December 1, 2014, and semiannually thereafter on June 1 and December 1 in each year until payment in full of such Principal Sum. Principal with respect to this 2014A Bond is payable in lawful money of the United States of America at the designated corporate trust office of the Trustee located in [Raleigh, North Carolina], or that of its successor; and interest with respect to this 2014A Bond is payable to the Owner hereof by check or draft of the Trustee, or its successor, to be mailed to such Owner at his or her address as it last appears in the registration books kept by the Trustee. Notwithstanding the foregoing, so long as Cede & Co. is the registered Owner of this 2014A Bond, the principal and interest with respect to this 2014A Bond shall be paid by wire transfer in immediately available funds on each principal payment date and interest payment date. PPAB 2378632v2 A -1 Board of Commissioners - April 21, 2014 ITEM: 4 -4-44 The 2014A Bonds will be delivered by means of a book -entry system with no physical distribution of 2014A Bonds made to the public. One 2014A Bond for each maturity will be executed and delivered to The Depository Trust Company, New York, New York ( "DTC "), and immobilized in its custody. A book -entry system will be employed, evidencing ownership of the 2014A Bonds in principal amounts in the denomination of $5,000 or any integral multiple thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. While DTC or its nominee is the registered owner of this 2014A Bond, payments of principal and interest will be made to DTC or its nominee in accordance with existing arrangements by wire transfer in immediately available funds. The County and the Trustee will not be responsible or liable for maintaining, supervising, or reviewing the records maintained by DTC, its participants or persons acting through such participants. If (a) DTC determines not to continue to act as securities depository for the 2014A Bonds or (b) the County determines that the continuation of the book entry system of evidence and transfer of ownership of the 2014A Bonds would adversely affect the interests of the County or the beneficial owners of the 2014A Bonds, the County will discontinue the book entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the Trustee will authenticate and deliver replacement 2014A Bonds in the form of fully registered 2014A Bonds in accordance with DTC rules and procedures. The County, the Corporation, and the Trustee do not have any responsibility or obligations with respect to (a) the accuracy of any records maintained by DTC; (b) the payment by DTC of any amount due to any beneficial owners in respect of the principal and interest with respect to the 2014A Bonds; (c) the delivery or timeliness of delivery by DTC of any notice which is required or permitted under the terms of the Contract or Indenture to be given to Owners; (d) the selection of Owners to receive payments in the event of any partial prepayment of the 2014A Bonds; or (e) any consent given or other action taken by DTC, or its nominee. EACH 2O14A BOND EVIDENCES A PROPORTIONATE UNDIVIDED INTEREST IN THE RIGHT TO RECEIVE CERTAIN REVENUES UNDER THE CONTRACT. THE OBLIGATION OF THE COUNTY TO MAKE INSTALLMENT PAYMENTS AND ADDITIONAL PAYMENTS 1S A LIMITED OBLIGATION OF THE COUNTY, PAYABLE SOLELY FROM CURRENTLY BUDGETED APPROPRIATIONS OF THE COUNTY; DOES NOT CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE; OF NORTH CAROLINA; AND DOES NOT CONSTITUTE; A DIRECTOR INDIRECT PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF NORTH CAROLINA. Each capitalized, undefined term used herein has the meaning ascribed thereto in the Contract and the Indenture. This 2014A Bond is one of the Bonds evidencing proportionate undivided interests in rights to receive certain revenues (the "Revenues ") pursuant to the Contract and the Indenture, in an aggregate principal amount of $[A Amount] executed and delivered under the Indenture in order to pay the capital costs of renovation of the County's historic administrative office building to house the County's register of deeds and other court- related functions and (2) improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions. Simultaneously with the execution and delivery of the 2014A Bonds, the Corporation will execute and deliver Taxable Limited Obligation Bonds, Series 2014B (the "2014B Bonds ") in order to pay the capital costs of the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County. The 2014A Bonds, the 2014B Bonds and any Additional Bonds that may be executed and delivered under the Indenture will be parity obligations. PPAB 2378632v2 A -2 Board of Commissioners - April 21, 2014 ITEM: 4 -4-45 Under the Contract, the Corporation has agreed to advance to the County the Purchase Price, the proceeds from which will be used to pay the capital costs of the Project, and the County has agreed to pay directly to the Trustee semiannual payments (the "Installment Payments ") in repayment of the Purchase Price, the proceeds of which are required by the Indenture to be distributed by the Trustee to the payment of the principal, premium, if any, and interest with respect to the Bonds. In addition to the Installment Payments, the County has agreed to make certain other payments (the "Additional Payments ") sufficient to pay the fees and expenses of the Trustee and the Corporation and other expenses required to be paid by the County under the Contract. The County has covenanted in the Contract to pay the Installment Payments and the Additional Payments as they become due and has executed and delivered as security for that payment obligation the Deed of Trust, Security Agreement and Fixing Filing dated as of May 1, 2014 (the "Deed of Trust ") from the County to the Deed of Trust trustee named therein for the benefit of the Corporation with respect to the Mortgaged Property. If the Contract is terminated by reason of an Event of Default, the principal amount of this 2014A Bond and the interest with respect thereto will be payable from such money, if any, as may be available for such purpose, including any money received by the Trustee from the sale, lease, sublease or other disposition of the Mortgaged Property pursuant to the Deed of Trust. The Contract may also be terminated if the County exercises its option to prepay in full the Purchase Price. If the County prepays the Purchase Price in full, the proceeds thereof are required to be used to pay the principal, premium, if any, and interest with respect to the Bonds. Reference is hereby made to the Contract and the Indenture for a description of the rights, duties and obligations of the County, the Corporation, the Trustee and the Owners, the terms on which the 2014A Bonds are secured, the terms and conditions on which the 2014A Bonds will be deemed to be paid at or before maturity or prepayment of the 2014A Bonds on the making of provision for the full or partial payment thereof, and the rights of the Owners on the occurrence of an Event of Default or circumstances under which Additional Bonds can be executed and delivered. Subject to the execution and delivery of any Additional Bonds in accordance with the Indenture, if the County pays all Installment Payments due under the Contract through June 1, 2034 and otherwise complies with its obligations under the Contract through such date, the Indenture and the Contract provide that the Trustee shall release the lien of the Indenture on June 1, 2034. The 2014A Bonds are executed and delivered solely as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. This 2014A Bond is transferable by the Owner hereof in person or by his or her attorney duly authorized in writing on the registration books kept at the designated corporate trust office of the Trustee on surrender of this 2014A Bond together with a duly executed written instrument of transfer satisfactory to the Trustee. On such transfer, a new fully registered 2014A Bond or Bonds without coupons of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be executed and delivered to the transferee in exchange herefor, all on payment of the charges and subject to the terms and conditions set forth in the Indenture. The Trustee shall deem the person in whose name this 2014A Bond is registered as the absolute owner hereof, whether or not this 2014A Bond shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the County nor the Trustee shall be affected by any notice to the contrary. The 2014A Bonds maturing on or before June 1, 2023 are not subject to optional prepayment before maturity. The 2014A Bonds maturing on or after June 1, 2024 are subject to optional prepayment in whole or in part on any date after June 1, 2023, at the option of the County, at the prepayment price equal to 100% of the principal amount of such 2014A Bonds to be prepaid, together with accrued interest to the date fixed for prepayment. [The 2014A Bonds maturing on June 1, 20[ ] are subject to mandatory sinking fund prepayment on June 1 in each year on and after June 1, 20[ ] by lot from the principal components of the Installment PPAB 2378632v2 A -3 Board of Commissioners - April 21, 2014 ITEM: 4 -4-46 Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest with respect thereto to the prepayment date, without premium, as follows: YEAR AMOUNT *Maturity At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may (1) deliver to the Trustee for cancellation 2014A Bonds or portions thereof in any aggregate principal amount desired, or (2) receive a credit in respect of its mandatory prepayment obligation for any 2014A Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such 2014A Bond or portion thereof so delivered or previously purchased or prepaid and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof against the Installment Payment obligation corresponding to such mandatory prepayment date. To the extent that the aggregate principal amount of such 2014A Bonds or portions thereof exceeds the Installment Payment obligation on such mandatory prepayment date, any excess over such amount shall be credited against future Installment Payment obligations, as directed by the County, and the principal amount of 2014A Bonds to be prepaid shall be accordingly reduced. The County must on or before the 45th day next preceding each such mandatory prepayment date furnish the Trustee with its Bond indicating to what extent the provisions of (1) and (2) of the preceding paragraph are to be availed of with respect to such mandatory prepayment payment In the case of any partial prepayment, the 2014A Bonds to be prepaid shall be prepaid in such order as the County shall select, except for mandatory prepayment, and within the same maturity as selected by DTC pursuant to its rules and procedures or, if the book -entry system with respect to the 2014A Bonds is discontinued as provided in the Indenture, by lot within a maturity in such manner as the Trustee in its discretion may determine. If a 2014A Bond subject to prepayment is in a denomination larger than the minimum authorized denomination, a portion of such 2014A Bond may be prepaid, but only in a principal amount such that the unprepaid portion of such 2014A Bond is equal to an authorized denomination. For any 2014A Bond in a denomination of more than the minimum authorized denomination, the Trustee shall treat each such 2014A Bond as representing a single 2014A Bond in the minimum authorized denomination plus that number of 2014A Bonds that is obtained by dividing the remaining principal amount of such 2014A Bond by the minimum authorized denomination. If it is determined that one or more, but not all, of the authorized denominations of principal amount represented by any 2014A Bond is to be called for prepayment, then, on notice of intention to prepay such authorized denominations of principal amount with respect to such 2014A Bond, the Owner of such 2014A Bond, on surrender of such 2014A Bond to the Trustee for payment of the principal amount with respect to such 2014A Bond, will be entitled to receive new 2014A Bonds in the aggregate principal amount of the unprepaid balance of the principal amount with respect to such 2014A Bond. New 2014A Bonds representing the unprepaid balance of the principal amount with respect to such 2014A Bonds will be executed and delivered to the Owner thereof without charge therefor. If the Owner of any 2014A Bond of a denomination greater than the amount being prepaid fails to present such 2014A Bond to the Trustee for payment and exchange as aforesaid, such 2014A Bond will, nevertheless, become due and payable on the date fixed for prepayment to the extent of the denomination being prepaid and to that extent only. PPAB 2378632v2 A -4 Board of Commissioners - April 21, 2014 ITEM: 4 -4-47 The Indenture permits amendments thereto and to the Contract and the Deed of Trust on the agreement of the Corporation and the Trustee and with the approval of the Owners of not less than a majority or, in certain instances, 100% in aggregate principal amount of the Bonds at the time Outstanding. The Indenture also contains provisions permitting the Corporation and the Trustee to enter into amendments to the Indenture and the Contract without the consent of the Owners of the Bonds for certain purposes. Any consent or request by the Owner of this 2014A Bond is conclusive and binding on such Owner and on all future Owners of this 2014A Bond and of any Bond executed and delivered on the transfer of this 2014A Bond, whether or not notation of such consent or request is made on this 2014A Bond. This 2014A Bond is executed and delivered with the intent that the laws of the State of North Carolina shall govern its legality, validity, enforceability and construction. This 2014A Bond is not entitled to any right or benefit under the Indenture, or valid or obligatory for any purposes until this 2014A Bond has been authenticated by the execution by the Trustee, or its successors as Trustee, of the certificate of authentication inscribed hereon. IN WITNESS WHEREOF, the New Hanover County Financing Corporation has caused this 2014A Bond to be executed with the manual or facsimile signature of its President and its corporate seal or a facsimile thereof to be impressed or imprinted hereon as of the Dated Date set forth above. [SEAL] NEW HANOVER COUNTY FINANCING CORPORATION Woody White President PPAB 2378632v2 A -5 Board of Commissioners - April 21, 2014 ITEM: 4 -4-48 CERTIFICATE OF AUTHENTICATION This is one of the Limited Obligation Bonds, Series 2014A evidencing a proportionate undivided interest in rights to receive within - mentioned Revenues pursuant to the within - mentioned Contract. U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated: May [ ], 2014 Shawna L. Hale Vice President PPAB 2378632v2 A -6 Board of Commissioners - April 21, 2014 ITEM: 4 -4-49 [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code, and Federal Taxpayer Identification or Social Security Number of Assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed by: NOTICE: Signature must be guaranteed by a Participant in the Securities Transfer Agent Medallion Program ( "Stamp ") or similar program. NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration, enlargement or any change whatever. PPAB 2378632v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 50 RB- EXHIBIT B FORM OF 2014B BOND UNITED STATES OF AMERICA STATE OF NORTH CAROLINA TAXABLE LIMITED OBLIGATION BOND, SERIES 2014B EVIDENCING A PROPORTIONATE UNDIVIDED INTEREST IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO AN INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA INTEREST RATE MATURITY DATE DATED DATE CUSIP May [ ], 2014 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS THIS CERTIFIES THAT THE REGISTERED OWNER (named above), or registered assigns, has a proportionate undivided interest in rights to receive certain revenues, as described below, pursuant to a certain Installment Financing Contract dated as of May 1, 2014 (which agreement as from time to time amended is referred to herein as the "Contract "), between NEW HANOVER COUNTY FINANCING CORPORATION (the "Corporation ") and the COUNTY OF NEW HANOVER, NORTH CAROLINA, a North Carolina political subdivision (the "County "). The interest of the Owner of this Bond (this "2014A Bond") is secured as provided in the Indenture of Trust dated as of May 1, 2014 (the "Indenture ") between the Corporation and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "I rustee "), for the registered owners of the 2014B Bonds (the "Owners "), by which the rights (with certain exceptions) of the Corporation, under the Contract, have been assigned by the Corporation to the Trustee for the benefit of the Owners. Pursuant to the Contract and the Indenture, the Owner hereof is entitled to receive, solely out of and to the extent available from the sources hereinafter identified, on the Maturity Date stated above (or earlier as hereinafter provided), the Principal Sum stated above, and interest with respect thereto from the Dated Date (shown above) at the interest rate per annum stated above, payable commencing on December 1, 2014, and semiannually thereafter on June 1 and December 1 in each year until payment in full of such Principal Sum. Principal with respect to this 2014B Bond is payable in lawful money of the United States of America at the designated corporate trust office of the Trustee located in [Raleigh, North Carolina], or that of its successor; and interest with respect to this 2014B Bond is payable to the Owner hereof by check or draft of the Trustee, or its successor, to be mailed to such Owner at his or her address as it last appears in the registration books kept by the Trustee. Notwithstanding the foregoing, so long as Cede & Co. is the registered Owner of this 2014B Bond, the principal and interest with respect to this 2014B Bond shall be paid by wire transfer in immediately available funds on each principal payment date and interest payment date. The 2014B Bonds will be delivered by means of a book -entry system with no physical distribution of 2014B Bonds made to the public. One 2014B Bond for each maturity will be executed and PPAB 2378632v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 51 delivered to The Depository Trust Company, New York, New York ( "DTC "), and immobilized in its custody. A book -entry system will be employed, evidencing ownership of the 2014B Bonds in principal amounts in the denomination of $5,000 or any integral multiple thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. While DTC or its nominee is the registered owner of this 2014B Bond, payments of principal and interest will be made to DTC or its nominee in accordance with existing arrangements by wire transfer in immediately available funds. The County and the Trustee will not be responsible or liable for maintaining, supervising, or reviewing the records maintained by DTC, its participants or persons acting through such participants. If (a) DTC determines not to continue to act as securities depository for the 2014B Bonds or (b) the County determines that the continuation of the book entry system of evidence and transfer of ownership of the 2014B Bonds would adversely affect the interests of the County or the beneficial owners of the 2014B Bonds, the County will discontinue the book entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the Trustee will authenticate and deliver replacement 2014B Bonds in the form of fully registered 2014B Bonds in accordance with DTC rules and procedures. The County, the Corporation, and the Trustee do not have any responsibility or obligations with respect to (a) the accuracy of any records maintained by DTC; (b) the payment by DTC of any amount due to any beneficial owners in respect of the principal and interest with respect to the 2014B Bonds; (c) the delivery or timeliness of delivery by DTC of any notice which is required or permitted under the terms of the Contract or Indenture to be given to Owners; (d) the selection of Owners to receive payments in the event of any partial prepayment of the 2014B Bonds; or (e) any consent given or other action taken by DTC, or its nominee. EACH 2O14B BOND EVIDENCES A PROPORTIONATE; UNDIVIDED INTEREST IN THE RIGHT TO RECEIVE CERTAIN REVENUES UNDER THE CONTRACT. THE OBLIGATION OF THE COUNTY TO MAKE INSTALLMENT PAYMENTS AND ADDITIONAL PAYMENTS IS A LIMITED OBLIGATION OF THE COUNTY, PAYABLE SOLELY FROM CURRENTLY BUDGETED APPROPRIATIONS OF THE COUNTY; DOES NOT CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF NORTH CAROLINA; AND DOES NOT CONSTITUTE A DIRECT OR INDIRECT PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF NORTH CAROLINA. Each capitalized, undefined term used herein has the meaning ascribed thereto in the Contract and the Indenture. This 2014B Bond is one of the Bonds evidencing proportionate undivided interests in rights to receive certain revenues (the "Revenues ") pursuant to the Contract and the Indenture, in an aggregate principal amount of $[B Amount] executed and delivered under the Indenture in order to pay the capital costs of the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County. Simultaneously with the execution and delivery of the 2014B Bonds, the Corporation will execute and deliver $[A Amount] Limited Obligation Bonds, Series 2014A (the "2014A Bonds ") in order to pay the capital costs of renovation of the County's historic administrative office building to house the County's register of deeds and other court- related functions and improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions. The 2014A Bonds, the 2014B Bonds and any Additional Bonds that may be executed and delivered under the Indenture will be parity obligations. PPAB 2378632v2 B -2 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 52 Under the Contract, the Corporation has agreed to advance to the County the Purchase Price, the proceeds from which will be used to pay the capital costs of the Project, and the County has agreed to pay directly to the Trustee semiannual payments (the "Installment Payments ") in repayment of the Purchase Price, the proceeds of which are required by the Indenture to be distributed by the Trustee to the payment of the principal, premium, if any, and interest with respect to the Bonds. hl addition to the Installment Payments, the County has agreed to make certain other payments (the "Additional Payments ") sufficient to pay the fees and expenses of the Trustee and the Corporation and other expenses required to be paid by the County under the Contract. The County has covenanted in the Contract to pay the Installment Payments and the Additional Payments as they become due and has executed and delivered as security for that payment obligation the Deed of Trust, Security Agreement and Fixing Filing dated as of May 1, 2014 (the "Deed of Trust ") from the County to the Deed of Trust trustee named therein for the benefit of the Corporation with respect to the Mortgaged Property. If the Contract is terminated by reason of an Event of Default, the principal amount of this 2014B Bond and the interest with respect thereto will be payable from such money, if any, as may be available for such purpose, including any money received by the Trustee from the sale, lease, sublease or other disposition of the Mortgaged Property pursuant to the Deed of Trust. The Contract may also be terminated if the County exercises its option to prepay in full the Purchase Price. If the County prepays the Purchase Price in full, the proceeds thereof are required to be used to pay the principal, premium, if any, and interest with respect to the Bonds. Reference is hereby made to the Contract and the Indenture for a description of the rights, duties and obligations of the County, the Corporation, the Trustee and the Owners, the terms on which the 2014B Bonds are secured, the terms and conditions on which the 2014B Bonds will be deemed to be paid at or before maturity or prepayment of the 2014B Bonds on the making of provision for the full or partial payment thereof, and the rights of the Owners on the occurrence of an Event of Default or circumstances under which Additional Bonds can be executed and delivered. Subject to the execution and delivery of any Additional Bonds in accordance with the Indenture, if the County pays all Installment Payments due under the Contract through June 1, 2034 and otherwise complies with its obligations under the Contract through such date, the Indenture and the Contract provide that the Trustee shall release the lien of the Indenture on June 1, 2034. The 2014B Bonds are executed and delivered solely as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. This 2014B Bond is transferable by the Owner hereof in person or by his or her attorney duly authorized in writing on the registration books kept at the designated corporate trust office of the Trustee on surrender of this 2014B Bond together with a duly executed written instrument of transfer satisfactory to the Trustee. On such transfer, a new fully registered 2014B Bond or Bonds without coupons of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be executed and delivered to the transferee in exchange herefor, all on payment of the charges and subject to the terms and conditions set forth in the Indenture. The Trustee shall deem the person in whose name this 2014B Bond is registered as the absolute owner hereof, whether or not this 2014B Bond shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the County nor the Trustee shall be affected by any notice to the contrary. [The 2014B Bonds maturing on or before June 1, 2023 are not subject to optional prepayment before maturity. The 2014B Bonds maturing on or after June 1, 2024 are subject to optional prepayment in whole or in part on any date after June 1, 2023, at the option of the County, at the prepayment price equal to 100% of the principal amount of such 2014B Bonds to be prepaid, together with accrued interest to the date fixed for prepayment. [The 2014B Bonds maturing on June 1, 20[ ] are subject to mandatory sinking fund prepayment on June 1 in each year on and after June 1, 20[ ] by lot from the principal components PPAB 2378632v2 B -3 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 53 of the Installment Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest with respect thereto to the prepayment date, without premium, as follows: YEAR AMOUNT *Maturity At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may (1) deliver to the Trustee for cancellation 2014B Bonds or portions thereof in any aggregate principal amount desired, or (2) receive a credit in respect of its mandatory prepayment obligation for any 2014B Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such 2014B Bond or portion thereof so delivered or previously purchased or prepaid and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof against the Installment Payment obligation corresponding to such mandatory prepayment date. To the extent that the aggregate principal amount of such 2014B Bonds or portions thereof exceeds the Installment Payment obligation on such mandatory prepayment date, any excess over such amount shall be credited against future Installment Payment obligations, as directed by the County, and the principal amount of 2014B Bonds to be prepaid shall be accordingly reduced. The County must on or before the 45th day next preceding each such mandatory prepayment date furnish the Trustee with its Bond indicating to what extent the provisions of (1) and (2) of the preceding paragraph are to be availed of with respect to such mandatory prepayment payment hl the case of any partial prepayment of the 2014B Bonds, DTC will select the portion of the 2014B Bonds to be prepaid on a pro rata pass- through distribution of principal basis in accordance with its procedures, provided that, so long as the 2014B Bonds are held in book -entry form, the selection for prepayment of such 2014B Bonds will be made in accordance with the operational arrangements of DTC then in effect. If, at the time of such prepayment, the book -entry system with respect to the 2014B Bonds is discontinued as provided in the Indenture, the Trustee will select the portion of the 2014B Bonds to be prepaid by lot in such manner as the Trustee in its discretion may determine. If it is determined that one or more, but not all, of the authorized denominations of principal amount represented by any 2014B Bond is to be called for prepayment, then, on notice of intention to prepay such authorized denominations of principal amount with respect to such 2014B Bond, the Owner of such 2014B Bond, on surrender of such 2014B Bond to the Trustee for payment of the principal amount with respect to such 2014B Bond, will be entitled to receive new 2014B Bonds in the aggregate principal amount of the unprepaid balance of the principal amount with respect to such 2014B Bond. New 2014B Bonds representing the unprepaid balance of the principal amount with respect to such 2014B Bonds will be executed and delivered to the Owner thereof without charge therefor. If the Owner of any 2014B Bond of a denomination greater than the amount being prepaid fails to present such 2014B Bond to the Trustee for payment and exchange as aforesaid, such 2014B Bond will, nevertheless, become due and payable on the date fixed for prepayment to the extent of the denomination being prepaid and to that extent only. The Indenture permits amendments thereto and to the Contract and the Deed of Trust on the agreement of the Corporation and the Trustee and with the approval of the Owners of not less than a majority or, in certain instances, 100% in aggregate principal amount of the Bonds at the time Outstanding. The Indenture also contains provisions permitting the Corporation and the Trustee to enter PPAB 2378632v2 B -4 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 54 into amendments to the Indenture and the Contract without the consent of the Owners of the Bonds for certain purposes. Any consent or request by the Owner of this 2014B Bond is conclusive and binding on such Owner and on all future Owners of this 2014B Bond and of any Bond executed and delivered on the transfer of this 2014B Bond, whether or not notation of such consent or request is made on this 2014B Bond. This 2014B Bond is executed and delivered with the intent that the laws of the State of North Carolina shall govern its legality, validity, enforceability and construction. This 2014B Bond is not entitled to any right or benefit under the Indenture, or valid or obligatory for any purposes until this 2014B Bond has been authenticated by the execution by the Trustee, or its successors as Trustee, of the certificate of authentication inscribed hereon. IN WITNESS WHEREOF, the New Hanover County Financing Corporation has caused this 2014B Bond to be executed with the manual or facsimile signature of its President and its corporate seal or a facsimile thereof to be impressed or imprinted hereon as of the Dated Date set forth above. [SEAL] NEW HANOVER COUNTY FINANCING CORPORATION ME Woody White President PPAB 2378632v2 B -5 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 55 CERTIFICATE OF AUTHENTICATION This is one of the Taxable Limited Obligation Bonds, Series 2014B evidencing a proportionate undivided interest in rights to receive within - mentioned Revenues pursuant to the within - mentioned Contract. U.S. BANK NATIONAL ASSOCIATION, as Trustee ME Dated: May [ ], 2014 Shawna L. Hale Vice President PPAB 2378632v2 B -6 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 56 [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code, and Federal Taxpayer Identification or Social Security Number of Assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed by: NOTICE: Signature must be guaranteed by a Participant in the Securities Transfer Agent Medallion Program ( "Stamp ") or similar program. NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration, enlargement or any change whatever. PPAB 2378632v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 4 - 57 Draft #2 April 14, 2014 CONTRACT OF PURCHASE May _, 2014 New Hanover County Financing Corporation Wilmington, North Carolina $ Limited Obligation Bonds, Series 2014A $ Taxable Limited Obligation Bonds, Series 2014B evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to an Installment Financing Contract between New Hanover County Financing Corporation and the COUNTY OF NEW HANOVER, NORTH CAROLINA Ladies and Gentlemen: The undersigned, PNC Capital Markets LLC (the "Underwriter ") offers to enter into this Contract of Purchase (this "Purchase Contract ") with the New Hanover County Financing Corporation (the "Corporation ") for the purchase and sale by the Underwriter of the Limited Obligation Bonds, Series 2014A (the "2014A Bonds ") and the Taxable Limited Obligation Bonds, Series 2014B (the "2014B Bonds," and together with the 2014A Bonds, the "Bonds "), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to an Installment Financing Contract dated as of May 1, 2014 (the "Contract "), between the Corporation and the County of New Hanover, North Carolina (the "County "), between the County and the Corporation. This offer is made subject to the terms and provisions of this Purchase Contract and satisfaction of each of the following conditions: (1) acceptance by the Corporation and (2) delivery to the Underwriter of a Letter of Representation dated the date hereof in the form attached hereto as Exhibit A and duly executed by the County (the "Letter of Representation "). On satisfaction of the foregoing conditions, this Purchase Contract will be in full force and effect in accordance with its terms and will be binding on the Corporation and the Underwriter. If the foregoing conditions are not satisfied as provided above, this offer is subject to withdrawal by the Underwriter on written notice delivered to the Corporation at any time before acceptance. This offer is made subject to your acceptance of this Purchase Contract on or before 5 p.m. on May _, 2014. All terms not otherwise defined herein have the same meanings as set forth in the Contract or the Indenture described below. 1. Purchase and Sale of Bonds. On the terms and conditions and in reliance on the respective representations, warranties and covenants herein and in the Letter of Representation, the Underwriter hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell to 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 1 the Underwriter, all (but not less than all) of $ aggregate principal amount of the Bonds at the purchase price (the "Purchase Price ") of $ (equal to the par amount of the Bonds less an Underwriter's discount of $ , plus original issue premium of $ ). The Bonds will be executed and delivered pursuant to and secured by an Indenture of Trust dated as of May 1, 2014 (the "Indenture "), by and between the Corporation and , as trustee (the "Trustee "), and will mature, subject to the right of prepayment, as more fully described in the Indenture. The Bonds will bear interest from their date, and will have such other terms and provisions, as described in the Final Official Statement (hereinafter defined in Section 2 hereof). The Bonds are being executed and delivered to provide funds to pay capital costs of (1) renovation of the County's historic administrative office building, (2) certain improvements to Cobb Annex, a County administrative building which houses a portion of the County's judicial functions, (3) the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County, and (4) the execution, sale and delivery of the Bonds. The Contract provides for payment by the County of moneys sufficient to pay the scheduled payments with respect to the Bonds. As security for the Bonds and any Additional Bonds, the Corporation has assigned to the Trustee for the benefit of the registered owners of the Bonds (the "Owners ") substantially all of its rights under the Contract and certain moneys and securities held by the Trustee under the Indenture. As security for its obligations under the Contract, the County has executed and delivered to the deed of trust trustee, for the benefit of the Corporation, a Deed of Trust, Security Agreement and Fixture Filing dated May 1, 2014 (the "Deed of Trust "), granting, among other things, a lien of record on certain real property associated with the County's historic administrative building (the "Mortgaged Property "). Pursuant to the Contract, Installment Payments payable by the County thereunder will be paid directly to the Trustee. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial offering prices or yields set forth on the cover of the Final Official Statement. The Underwriter, however, reserves the right to change such initial offering prices or yields as the Underwriter deems necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts, including investment trusts managed by the Underwriter) and others at prices lower than the initial offering prices or yields set forth in the Final Official Statement. The Underwriter also reserves the right to over -allot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. The Underwriter will provide to Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina ( "Bond Counsel ") and others such evidence of the initial public sale price of the Bonds as the Corporation or the County may request and will supplement such information as may be necessary to continue its accuracy. The Underwriter represents and warrants that the Bonds will be offered only pursuant to the Preliminary Official Statement (defined below in Section 2) and the Final Official Statement and only in states where the offer and sale of the Bonds are legal, either as exempt securities, as exempt transactions or as a result of registration of the Bonds for sale in any such state. 2. Official Statement. (a) The Corporation agrees to cause the County to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the final Official Statement dated May _, 2014 relating to the Bonds (the "Final Official Statement ") as the Underwriter reasonably requests as necessary to comply with paragraph (b)(4) of Rule 15c2 12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule ") and with Rule G -32 and all other applicable rules 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 2 of the Municipal Securities Rulemaking Board. The Corporation agrees to cause the County to deliver such Final Official Statements within seven business days after the execution hereof. It is understood that, in undertaking to cause the County to deliver Final Official Statements pursuant to this subparagraph (a), neither the Corporation nor the directors, officers, employees or agents of same are undertaking any responsibility for the accuracy or completeness of the information in the Final Official Statement concerning the County. The Underwriter represents that a copy of the Official Statement in word searchable form will be electronically delivered before the "end of the underwriting period," as defined below with the Municipal Securities Rulemaking Board at www.MSRB.org /msrbl /control /default.asp. (b) The Corporation will take all actions and provide all information reasonably requested by the Underwriter to ensure that the Preliminary Official Statement, as hereinafter defined, and the Final Official Statement at all times during the initial offering and distribution of the Bonds do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will not amend or supplement, or approve any amendment or supplement of, either the Preliminary Official Statement or the Final Official Statement without the prior written consent of the Underwriter (which consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 25 days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed of which event or fact the Corporation has actual knowledge which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Corporation will promptly notify the Underwriter, and, if in the opinion of the Underwriter, such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the Corporation will supplement or amend the Official Statement in form and manner approved by the Underwriter, and the County shall pay all expenses in association therewith, including reasonable attorneys' fees. For purposes of this Purchase Contract, the "end of the underwriting period" will mean the later of (1) the Closing or (2) the time that the Underwriter no longer retains, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless otherwise notified in writing by the Underwriter, the Corporation shall treat the Closing as the "end of the underwriting period." (c) The Corporation agrees to use all reasonable efforts to cause the County to authorize and approve the Preliminary Official Statement dated May _, 2014 (the "Preliminary Official Statement ") and the Final Official Statement (the Final Official Statement, the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the Bonds are herein referred to collectively as the "Official Statement "), to consent to their distribution and use by the Underwriter and to authorize the execution of the Final Official Statement by a duly authorized officer of the County. 3. Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Underwriter that: (a) the Corporation is a nonprofit corporation duly created and validly existing and in good standing under the laws of the State of North Carolina and has the power and authority and all necessary licenses and permits to conduct its business as described in the Preliminary Official Statement and the Final Official Statement; (b) to the best of its knowledge, both at the time of its acceptance hereof and at the date of Closing (hereinafter defined), the statements and information contained in the Final Official Statement relating to the Corporation are and will be true, correct and complete in all material respects and do not and will not contain any untrue statement of a material fact or omit any statement or information which is 3 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 3 necessary to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, that the Corporation makes no representation with respect to the information in the Final Official Statement supplied by the County (including the financial and statistical information in Appendix A thereto) or the Underwriter, or any other party, if applicable, other than that it has no knowledge or notice that such information is inaccurate or misleading; (c) the Corporation will cooperate with the Underwriter and its counsel in taking all necessary action to qualify the Bonds for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Underwriter may reasonably request and authorizes the Underwriter to make any necessary filings on behalf of the Corporation in taking any such necessary action; provided, however, that the Corporation will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (d) the execution and delivery by the Corporation of this Purchase Contract, the Indenture and the Contract (collectively, the "Corporation Documents "), and the delivery of the Final Official Statement were duly approved by the Corporation's Board of Directors in complete conformity with the Articles of Incorporation and the Bylaws of the Corporation and North Carolina law; (e) the approval, execution and delivery of the Corporation Documents and compliance with the provisions thereof and hereof under the circumstances contemplated thereby and hereby and the approval of the Final Official Statement, do not and will not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the Corporation (except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the Corporation is a party except as described in the Final Official Statement, or conflict with or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the Corporation is subject; (f) there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened (1) contesting the corporate existence or powers of the Corporation or the titles of the officers of the Corporation to their respective offices, (ii) seeking to prohibit, restrain or enjoin the collection of revenues by the Corporation or the application of the proceeds of the Bonds wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position of the Corporation or the validity or enforceability of the Bonds or the Corporation Documents, (iii) contesting or affecting the validity of the Corporation Documents or (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the Corporation, is there any basis therefor); (g) the Corporation is not in default in the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument under or subject to which any indebtedness has been incurred, and to the best of its knowledge, no event has occurred or is continuing that, with the lapse of time or the giving of notice or both, would constitute an event of default under any such agreement; (h) any certificate signed by the President or Vice President of the Corporation and delivered to the Underwriter will be deemed to be a representation and warranty by the Corporation to the Underwriter as to the statements made therein; (1) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Corporation Documents will have been duly authorized, executed and delivered by the Corporation and will constitute valid and binding agreements of the Corporation enforceable in 4 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 4 accordance with their terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights; and 0) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Bonds will constitute valid and binding proportionate undivided interests in the Corporation's rights to receive certain Revenues pursuant to the Contract enforceable in accordance with their terms. 4. Corporation to Use All Reasonable Efforts to Cause County to Act. The Corporation will use all reasonable efforts to cause the County to deliver, at the signing hereof, a Letter of Representation in the form of Exhibit A hereto, and at the Closing, a certificate signed by the County Manager of the County as set forth in Section 7(e)(111)(12). 5. Closing. At 10:00 a.m. (New York time) on June _, 2014, or at such other time or date as has been mutually agreed on by the Corporation, the County and the Underwriter (the "Closing Date "), the Corporation will deliver, or cause to be delivered, to the Underwriter, at the offices of The Depository Trust Company ( "DTC "), 55 Water Street, New York, New York 10041, or at such other place as the Underwriter, the Corporation and the County may mutually agree on, the Bonds in definitive form, duly executed and authenticated and registered in the name of Cede & Co. and in such denominations as the Underwriter has requested in writing not less than two business days before the Closing Date, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the Purchase Price of the Bonds with bank wire transfer in federal funds payable to the order of the Trustee on behalf of the County. The activities relating to the final execution and delivery of the Bonds, the Contract, the Deed of Trust and the Indenture and the payment therefor and the delivery of all certificates, opinions and other instruments described in Section 7 of this Purchase Contract may occur through mail and email. The payment for the Bonds and simultaneous delivery of the Bonds to the Underwriter is herein referred to as the "Closing." The Bonds will be delivered in book -entry form as definitive registered Bonds initially as one bond for each maturity, registered in the name of Cede & Co., as nominee of DTC, as registered owner of all of the Bonds, duly executed and authenticated, with CUSIP identification numbers typed thereon. Neither the failure to type such numbers on any Bond nor any error in them will constitute cause for a failure or refusal by the Underwriter to accept delivery of the Bonds and pay the Purchase Price of the Bonds. 6. Termination of Purchase Contract. The Underwriter has the right to cancel its obligation to purchase the Bonds by notifying the County and the Corporation of its election to do so, if between the date hereof and the Closing Date: (a) legislation shall have been enacted or introduced by the Congress of the United States, or adopted by either House of the Congress, or enacted or introduced by the General Assembly of the State of North Carolina, or adopted by either House of the General Assembly, or shall have been reported out of committee of either the Congress or the General Assembly, or be pending in committee of either the Congress or the General Assembly, or a decision shall have been rendered by a court of the United States, including the Tax Court of the United States, or a court of the State of North Carolina, or a ruling or an official release shall have been made or a regulation or temporary regulation shall have been proposed or made or a press release or some other form of notice or announcement shall have been issued by the Treasury Department of the United States or the Internal Revenue Service or other federal or state authority having jurisdiction over tax matters, with respect to federal or State of North Carolina taxation upon revenues or other income of the general character to be derived by the County or the Corporation, or upon interest received on obligations of the general character of the Bonds, or other action or events shall have transpired which would, in the reasonable judgment of the Underwriter, have the purpose or effect, 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 5 directly or indirectly, of changing the federal or State of North Carolina tax consequences of any of the transactions contemplated in connection herewith; (b) there shall occur any event, which in the reasonable judgment of the Underwriter (1) would have a material and adverse affect on the market price or marketability of the Bonds, (ii) would make untrue, incorrect or incomplete in any material respect any statement or information contained in the Official Statement, or (iii) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein, under the circumstances in which they were made, not materially misleading; (c) in the reasonable judgment of the Underwriter, the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of Bonds shall have been materially adversely affected by an amendment of or supplement to the Official Statement; (d) there shall have occurred any outbreak of hostilities or other local, national or international calamity or crisis, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, the County, any state of the United States or agency thereof, or any county or city located in the United States having a population of over one million persons, the effect of which on the financial markets of the United States will be such as, in the reasonable judgment of the Underwriter, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; (e) there shall have occurred and be in force a general suspension of trading on the New York Stock Exchange or other national securities exchange, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of a determination by any such exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; (f) a general banking moratorium shall have been declared by federal, State of North Carolina or State of New York authorities having jurisdiction and be in force; (g) there shall occur any material adverse change in the affairs of the County or the Corporation that is not disclosed in the Official Statement; (h) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order; or (1) a decision of any federal or state court or a ruling or regulation (final, temporary or proposed) of the Securities and Exchange Commission or other governmental agency shall have been made or issued that would (1) make the Bonds, or securities similar to the Bonds subject to the registration requirements of the Securities Act of 1933, as amended, or (ii) require the qualification of an indenture in respect of the Bonds or any such securities under the Trust Indenture Act of 1939, as amended. 7. Conditions to Obligations of the Underwriter. The obligation of the Underwriter to purchase the Bonds is subject: (a) to the performance by the Corporation of its obligations to be performed hereunder at and before the Closing; 6 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 6 (b) to the performance by the County of its obligations to be performed under the Letter of Representation at and prior to the Closing; (c) to the accuracy of the representations and warranties of the Corporation herein as of the date hereof and as of the time of the Closing; (d) to the accuracy of the representations and warranties of the County in the Letter of Representation as of the date hereof and as of the time of the Closing; and (e) to the following conditions, including the delivery by the County of such documents as are enumerated herein in form and substance satisfactory to the Underwriter and Pillsbury Winthrop Shaw Pittman LLP, its counsel: (i) At the time of Closing; (1) the Final Official Statement, this Purchase Contract, the Contract, the Deed of Trust and the Indenture are in full force and effect and have not been amended, modified or supplemented from the date hereof except as may have been agreed to in writing by the Underwriter; (2) the proceeds of the sale of the Bonds are deposited and applied as described in the Final Official Statement; and (3) the County has duly adopted and there are in full force and effect such resolutions as, in the opinion of Bond Counsel, are necessary in connection with the transactions contemplated hereby. (ii) Receipt of the Bonds, the Contract, the Deed of Trust and the Indenture at or before the Closing. The terms of the Bonds, as delivered, shall in all instances be as described in the Final Official Statement. The terms of the Contract, as delivered, shall, among other things, specify the County's and any other obligated person's undertaking to provide continuing disclosure in accordance with the Rule and Section 2(n) of the Letter of Representation. (iii) At or prior to the Closing, the Underwriter shall receive copies of the following documents: (1) Final approving opinion of Bond Counsel dated the Closing Date, in substantially the form set forth in Exhibit C to the Official Statement. (2) Opinion of Bond Counsel addressed to the Underwriter and dated the Closing Date, in substantially the form attached hereto as Exhibit B. (3) An opinion of the County Attorney, dated the Closing Date, addressed to the Underwriter, in substantially the form attached hereto as Exhibit C. (4) An opinion of counsel to the Corporation, dated the Closing Date, addressed to the Underwriter, in substantially the form attached hereto as Exhibit D. (5) An opinion of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Underwriter, dated the Closing Date, addressed to the Underwriter, in form satisfactory to the Underwriter. 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 7 (6) The Final Official Statement. (7) Certified copies of all resolutions of the County relating to the Bonds, the Contract and, the Deed of Trust. (8) Certified copies of such documents of the Corporation approving the execution and delivery of the Corporation Documents. (9) A specimen Bond. (10) Letters from Moody's Investors Service ( "Moody's ") and Standard & Poor's, a Standard & Poor's Financial Services business ( "S&P" ), to the effect that the Bonds have been assigned a rating of no less than "—"and " ", respectively. (11) A certificate, in form and substance satisfactory to the Underwriter and its counsel, of the President or any duly authorized officer or official of the Corporation satisfactory to the Underwriter and its counsel, dated as of the Closing Date, to the effect that: (1) each of the Corporation's representations, warranties and covenants contained herein are true and correct as of the Closing Date; (ii) the Corporation Documents have been entered into by the Corporation and are in full force and effect; and (iii) the Bonds have been duly executed and delivered by the Corporation. (12) A certificate, in form and substance satisfactory to the Underwriter and its counsel, dated the Closing Date, executed by an appropriate official of the County to the effect that (1) the representations and warranties of the County in the Letter of Representation are true and correct in all material respects as of the date of Closing and (ii) the Contract and the Deed of Trust have been entered into by the County and are in full force and effect. (13) Executed copies of the County's certification as to non - arbitrage and other matters relative to the tax status of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended. (14) A copy of a title insurance policy naming the Trustee as a beneficiary and insuring title to the real estate comprising the Mortgaged Property. (15) Memoranda from Pillsbury Winthrop Shaw Pittman LLP addressed to the Underwriter indicating the jurisdictions in which the Bonds may be sold in compliance with the securities or "Blue Sky" laws of such jurisdictions. (16) A copy of the Blanket Letter of Representations executed by the Corporation to DTC with respect to the Bonds. (17) A certificate, in form and substance satisfactory to the Underwriter and its counsel, of a duly authorized officer or official of the Trustee satisfactory to the Underwriter and its counsel, dated as of the Closing Date, to the effect that: (1) the Indenture has been duly executed and delivered by the Trustee and (ii) the Bonds have been duly authenticated by the Trustee. (18) Such additional legal opinions, certificates, proceedings, instruments and other documents as counsel to the Underwriter, Bond Counsel, or counsel to the Corporation or the County may reasonably request to evidence compliance by the 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 8 Corporation or the County with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Corporation and the County herein contained and the due performance or satisfaction by each of them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. The Underwriter has entered into this Purchase Contract in reliance on the respective representations, warranties and covenants of the Corporation and the County contained in this Purchase Contract and in the Letter of Representation. Unless excused by the Underwriter, the Underwriter's obligations under this Purchase Contract are at all times subject to the conditions set forth in this Section 7 and any other express condition contained in any other Section of this Purchase Contract. If any condition to the Underwriter's obligations is not excused or satisfied on or before the Closing Date (or in the case of events described in Section 6 above, immediately upon the occurrence of such event), the Underwriter's obligation and, except as otherwise provided in this Purchase Contract, the obligations of the Corporation and the County will be immediately discharged, and the Underwriter may terminate this Purchase Contract at any time. If, however, the Corporation is unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds are terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Corporation shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 10, shall continue in full force and effect. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Contract will be deemed to be in compliance with the provisions of this Purchase Contract if, but only if, in the reasonable judgment of the Underwriter and counsel to the Underwriter, they are satisfactory in form and substance. The Underwriter hereby expressly reserves the right to waive any of the conditions to its obligations contained in this Purchase Contract. 8. Mutual Performance. The obligations of the Corporation under this Purchase Contract are subject to the performance by the Underwriter of its obligations under this Purchase Contract. 9. Continuation of Obligations. All representations, warranties and agreements of the Corporation shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter, and shall survive the Closing. The obligations of the Corporation under Section 10 shall survive any termination of this Purchase Contract by the Underwriter pursuant to the terms hereof. 10. Expenses. The Corporation will use all reasonable efforts to cause the County to pay all expenses incident to the performance of its obligations under this Purchase Contract, including, but not limited to, mailing or delivery of the Bonds, costs of printing the Bonds, the Preliminary Official Statement and the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or the Final Official Statement and this Purchase Contract, the cost of preparation (including printing, copying and distribution) of the Contract, the Deed of Trust and the Indenture, fees and disbursements of Bond Counsel, fees and disbursements of the County Attorney, fees and disbursements of Trustee's counsel, fees and disbursements of Underwriter's counsel, fees and disbursements of the Corporation's counsel, fees and expenses of the County's accountants, any fees charged by investment rating agencies for the rating of the Bonds, fees of the Local Government Commission and the North Carolina Municipal Council and any paying agent fees and additional miscellaneous fees and costs incurred in connection with and related to the transaction. The Underwriter shall pay all advertising expenses and blue sky expenses in connection with the public offering of the Bonds and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds, including the CUSIP Service Bureau service charge for the 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 9 assignment of CUSIP numbers for the Bonds, but excluding fees and disbursements of Underwriter's counsel. The Corporation shall not be liable for payment of any of the above expenses, fees or disbursements, nor any other expenses, fees or disbursements which are charged or shall arise as a result of the delivery of the Bonds. 11. Notices. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing to County of New Hanover, 230 Government Center Drive, Suite 165, Wilmington, North Carolina 28403, Attention: Finance Director. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to PNC Capital Markets LLC, 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210, Attention: David G. Fischer. Any notice or other communication to be given to the Corporation under this Purchase Contract may be given by delivering the same in writing to the New Hanover County Financing Corporation, Three Wells Fargo Center, 401 South Tryon Street, Suite 3000, Charlotte, North Carolina 28202, Attention: Rebecca Joyner, Esq. 12. Benefits of Purchase Contract. This Purchase Contract is made solely for the benefit of the Underwriter and the Corporation and their respective successors or assigns, and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof. 13. Approvals by Underwriter. The approval of the Underwriter in connection with this Purchase Contract or any document contemplated by it will be in writing signed by the Underwriter and delivered to the Corporation or the County. 14. Assignment This Purchase Contract may not be assigned by the Corporation without the prior written consent of the Underwriter. Any assignment for which consent is not given will be void. 15. Business Days. The term "business day" as used in this Purchase Contract will mean any day on which the New York Stock Exchange is open for business. 16. Severability. If any one or more of the provisions of this Purchase Contract is, for any reason, held to be illegal or invalid, such illegality or invalidity will not affect any other provisions of this Purchase Contract and this Purchase Contract will be construed and enforced as if such illegal or invalid provisions had not been contained herein. 17. Governing Law. This Purchase Contract is governed by and is to be construed in accordance with the laws of the State of North Carolina. 18. Effective Date; Counterparts. This Purchase Contract is effective on your acceptance hereof. This Purchase Contract may be simultaneously executed in several counterparts, each of which is an original and all of which constitute but one and the same instrument. 19. Survival of "Representations and Warranties. Notwithstanding any provisions herein to the contrary, any and all representations, warranties and agreements in this Purchase Contract shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder and (c) any termination of this Purchase Contract. 20. E- Verify. The Underwriter understands that "E- Verify" is a federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with Section 64 -25(5) of the General Statutes of North Carolina, as amended. The Underwriter uses E- Verify to verify the work authorization of its employees in accordance with Section 64 -26(a) of the General Statutes of North Carolina, as amended. The Underwriter will require that any subcontractor that it uses in connection 10 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 10 with the transactions contemplated by this Purchase Contract certify to such subcontractor's compliance with E- Verify. [Remainder of page intentionally left blank] 11 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 11 Very truly yours, PNC CAPITAL MARKETS LLC i David G. Fischer, Managing Director Accepted and confirmed as of the date first above written: NEW HANOVER COUNTY FINANCING CORPORATION i Lisa Wurtzbacher, Treasurer [SIGNATURE PAGE FOR CONTRACT OF PURCHASE RELATING TO LIMITED OBLIGATION BONDS. SERIES 2014A TAXABLE LIMITED OBLIGATION BONDS. SERIES 2014E EVIDENCING PROPORTIONATE UNDIVIDED INTERESTS IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO AN INSTALLMENT FINANCING CONTRACT WITH THE COUNTY OF NEW HANOVER, NORTH CAROLINA] 12 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 12 EXHIBIT A LETTER OF REPRESENTATION May _, 2014 PNC Capital Markets LLC Charlotte, North Carolina $ Limited Obligation Bonds, Series 2014A $ Taxable Limited Obligation Bonds, Series 2014B Evidencing Proportionate Undivided Interests In Rights To Receive Certain Revenues Pursuant To An Installment Financing Contract Between New Hanover County Financing Corporation And The COUNTY OF NE W HANOVER, NORTH CAROLINA Ladies and Gentlemen: This letter is being delivered to PNC Capital Markets LLC (the "Underwriter "), in consideration for your entering into a Contract of Purchase dated the date hereof (the "Purchase Contract ") with the New Hanover County Financing Corporation (the "Corporation ") for the purchase of the above - referenced bonds (the "Bonds "). Pursuant to the Purchase Contract, the Underwriter has agreed to purchase from the Corporation, and the Corporation has agreed to sell to the Underwriter the Bonds. In order to induce the Corporation to enter into the Purchase Contract and as consideration for the execution, delivery and sale of the Bonds by the Corporation and the purchase of them by the Underwriter, the undersigned, the County of New Hanover, North Carolina (the "County "), makes the representations, warranties and covenants contained in this letter. Unless the context clearly indicates otherwise, each capitalized term used in this Letter of Representation will have the meaning set forth in the Purchase Contract. 1. Approval of Official Statement. The County has heretofore authorized and approved the Preliminary Official Statement to be dated , 2014 (the "Preliminary Official Statement ") and hereby authorizes and approves the final Official Statement dated , 2014 (the "Final Official Statement," the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the Bonds are herein referred to collectively as the "Official Statement "). The County consents and ratifies the distribution and use of the Preliminary Official Statement and Final Official Statement by the Underwriter. The County agrees to deliver to the Underwriter, at such address as the Underwriter shall specify, as many copies of the Final Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2 -12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule ") and with Rule G -32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County agrees to deliver such Final Official Statements within seven business days after the execution hereof. The County will take all actions and provide all information reasonably requested by the Underwriter to ensure that the Official Statement at all times during the initial offering and distribution of the Bonds does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Corporation nor the County will amend or supplement, or approve any amendment or supplement of, the Official Statement without the prior written consent of the Underwriter A -1 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 13 (which consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 25 days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the County will promptly notify the Underwriter, and, if in the opinion of the Underwriter, such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the County will supplement or amend the Official Statement in the form and manner approved by the Underwriter. For purposes of this Letter of Representation, the "end of the underwriting period" will mean the later of (1) the Closing or (ii) the time that the Underwriter no longer retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless otherwise notified in writing by the Underwriter and the County shall treat the Closing as the "end of the underwriting period." The County represents and warrants that (a) it deems the Preliminary Official Statement final as of its date except for omitted information permitted under paragraph (b)(1) of the Rule and (b) the Official Statement constitutes as of this date a final official statement within the meaning of paragraph (e)(3) of the Rule. 2. Representations, Warranties and Covenants of County. The County represents and warrants to and agrees with the Underwriter that: (a) the County is a political subdivision, validly organized and existing under the laws of the State of North Carolina; (b) on the date hereof and at the Closing Date, the statements and information contained in the Official Statement, except for the information contained under the captions "INTRODUCTION -- BOOK-ENTRY ONLY," "THE CORPORATION," and "UNDERWRITING" and in Appendices C and D thereto, are and will be true, correct and complete in all material respects and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (c) the audited financial report of the County for the year ended June 30, 2013, included in Appendix A to the Official Statement, presents fairly the financial position of the County for the period specified, and such financial report and statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects, except as otherwise stated in the notes thereto; (d) other than as set forth in or contemplated by the Official Statement, since June 30, 2013, there has been no material adverse change in the general affairs, financial position, results of operations or condition, financial or otherwise, of the County, and the County has not incurred liabilities that would materially affect the ability of the County to discharge its obligations under this Letter of Representation, the Deed of Trust and Security Agreement and the Contract (collectively, the "County Documents "), direct or contingent; (e) the County has received and there remain currently in full force and effect, or will receive prior to the delivery of the Bonds, all consents, approvals, authorizations and orders of governmental or regulatory authorities that would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the County of its obligations under the County Documents; A -2 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 14 (f) at a meeting of the Board of Commissioners of the County that was duly called and at which a quorum was present and acting throughout, the Board of Commissioners duly approved the execution and delivery by the County of the County Documents; (g) the approval, execution and delivery of the County Documents by the County and compliance with the provisions thereof and hereof, under the circumstances contemplated thereby and hereby, do not and will not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the County (except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the County is a party or by which the County is bound, or conflict with or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the County is subject; (h) to the best of its knowledge, after due and reasonable investigation, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or threatened (1) contesting the corporate existence or powers of the County or the titles of the officers of the County to their respective offices, (ii) seeking to prohibit, restrain or enjoin the collection of revenues by the County or the application of the proceeds of the Bonds wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position of the County or the operation of its facilities or the validity or enforceability of the County Documents, (iii) contesting, questioning or affecting the validity of the County Documents, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the County, is there any basis therefor), (v) challenging the right of the County to complete the Projects, or (vi) challenging the transactions contemplated by the County Documents or the Purchase Contract; (1) the County is not in default on the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument relating to such indebtedness and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, might constitute an event of default under any such instrument, and no event has occurred which with the passage of time or the giving of notice, or both, would constitute an event of default as defined in the Contract; 0) the County will furnish such information and will cooperate with the Underwriter in taking such actions as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of any state and other jurisdictions of the United States which the Underwriter may designate; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (k) the County will take all action and provide all information required to be taken or provided by the Corporation under the Purchase Contract in connection with the preparation and distribution of the Official Statement, and the terms and conditions of the Purchase Contract relating to such preparation and distribution, including without limitation the provisions of Section 2 thereof, are incorporated by reference in this Letter of Representation, mutatis mutandis; (1) on the Closing Date, the County Documents will have been duly authorized, executed and delivered and will constitute valid and binding obligations of the County enforceable in accordance with their terms (except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights); (m) if, at any time prior to the later of (1) receipt of notice from the Underwriter pursuant to Section 2(b) of the Purchase Contract that Official Statements are no longer required to be delivered under the Rule (as defined in the Purchase Contract) or (ii) 90 days after the Closing, any event occurs as A -3 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 15 a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the County shall promptly notify the Underwriter thereof in writing; provided, however, that the County shall have such obligations with respect to information in the Preliminary Official Statement and Final Official Statement concerning and supplied by the Corporation or the Underwriter only to the extent the County has actual knowledge or notice of any such event; any information supplied by the County for inclusion in any amendments or supplements to the Preliminary Official Statement or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the County or omit to state any material fact relating to the County necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the request of the Underwriter therefor, the County shall prepare and deliver to the Underwriter at the County's expense as many copies of an amendment or supplement which will correct any untrue statement or omission as the Underwriter may reasonably request; (n) in the Contract the County will covenant to comply with the information reporting requirements adopted by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board with respect to obligations such as the Bonds; and (o) any certificate signed by any official of the County and delivered to the Underwriter will be deemed to be a representation by the County to the Underwriter as to the statements made therein. 3. Indemnification. (a) To the fullest extent permitted by applicable law, the County agrees to indemnify and hold harmless the Underwriter against any and all losses, damages, expenses (including reasonable legal and other fees and expenses), liabilities or claims (or actions in respect thereof), to which the Underwriter or the other persons described in subsection (b) of this Section may become subject under any federal or state securities laws or other statutory law or at common law or otherwise, caused by or arising out of or based upon any breach (or alleged breach) by the County of any of the covenants, representations or warranties herein or any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The indemnity provided under this Section will extend to the extent permitted by applicable law upon the same terms and conditions to each officer, director, employee or agent of the Underwriter, and each person, if any, who controls either of the Underwriter within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934. Such indemnity will also extend, without limitation, to any and all expenses whatsoever reasonably incurred by any indemnified party in connection with investigation, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect of, any such loss, damage, expense, liability, or claim (or action in respect thereof), whether or not resulting in any liability, and will include the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the County. (c) Within a reasonable time after an indemnified party under subsections (a) and (b) of this Section has been served with the summons or other first legal process or has received written notice of the threat of a claim in respect of which an indemnity may be claimed, such indemnified party must, if a claim for indemnity in respect thereof is to be made against the County under this Section, notify the A -4 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 16 County in writing of the commencement thereof, but the omission to so notify the County will not relieve it from any liability that it may have to any indemnified party other than pursuant to subsections (a) and (b) of this Section. The County will be entitled to participate at its own expense in the defense, and if the County so elects within a reasonable time after receipt of such notice, or if all indemnified parties seeking indemnification in such notice so direct, the County must, to the fullest extent permitted by applicable law, assume the defense of any suit brought to enforce any such claim, and such defense will be conducted by counsel chosen promptly by the County and reasonably satisfactory to the indemnified party; provided, however, that, if the defendants in any such action include such an indemnified party and the County, or include more than one indemnified party, and any such indemnified party has been advised by its counsel that there may be legal defenses available to such indemnified party that are different from or additional to those available to the County or another indemnified party, and that in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent such indemnified party and the County, or another defendant indemnified party, such indemnified party will have the right to employ separate counsel in such action (and the County will not be entitled to assume the defense thereof on behalf of such indemnified party), and in such event the reasonable fees and expenses of such counsel will, to the fullest extent permitted by applicable law, be borne by the County. Nothing contained in this subsection (c) will preclude any indemnified party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the County hereunder. (d) If the indemnification provided for in subsections (a) and (b) of this Section is unavailable to or insufficient to hold harmless and indemnify any indemnified party in respect of any losses, damages, expenses, liabilities, or claims (or actions in respect thereof) referred to therein, then the County, to the extent permitted by applicable law, on the one hand, and the Underwriter, on the other hand, will contribute to the amount paid or payable by the indemnified party as a result of such losses, damages, expenses, liability or claims (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the County on the one hand and the Underwriter on the other hand from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or if the indemnified party failed to give the notice required under the subsection (c) above, then the County, to the extent permitted by applicable law, on the one hand and the Underwriter on the other hand will contribute to such amount paid or payable by the indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the County on the one hand and the Underwriter on the other in connection with the statements or omissions that resulted in such losses, damages, expenses, liabilities or claims (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the County on the one hand and the Underwriter on the other hand will be deemed to be in such proportion so that the Underwriter is responsible for that portion represented by the percentage that the underwriting discount payable to the Underwriter hereunder (i.e., the excess of the aggregate public offering price for the Bonds as set forth on the cover page of the Official Statement over the price to be paid by the Underwriter to the County upon delivery of the Bonds as specified in Section 1 of the Purchase Contract) bears to the aggregate public offering price as described above, and the County is responsible for the balance. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the County on the one hand or the Underwriter on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In the event the Underwriter has knowledge of a claim subject to the contribution provided by this subsection (d), the Underwriter agrees within a reasonable time of obtaining such knowledge, to convey notice of such claim to the County. It is agreed and understood that if the Underwriter fail under the circumstances set forth in the preceding sentence, to convey the above referenced notice to the County, then the County will not be obligated to provide contribution pursuant to this subsection (d). A -5 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 17 The County and the Underwriter agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by any method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, damages, expenses, liabilities or claims (or actions in respect thereof) referred to in this subsection (d) will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. (e) The indemnity and contribution provided by this Section will be in addition to any other liability that the County may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Underwriter and each director, officer, employee, agent, attorney and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person will acquire or have any right under or by virtue of such provisions of this Letter of Representation. 4. Survival of Representations, Warranties and Covenants. All representations, warranties and agreements in this Letter of Representation will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Purchase Contract. 5. Binding on Successors and Assigns. This Letter of Representation will be binding upon the County and the successors and assigns of the County and inure solely to the benefit of the Underwriter and, to the extent set forth herein, any director, officer, employee, or agent of the Underwriter and, to the extent set forth herein, persons controlling the either of the Underwriter, and their respective personal representatives, successors and assigns, and no other person or firm or entity will acquire or have any right under or by virtue of this Letter of Representation. Acceptance of this Letter of Representation by the Underwriter is waived. COUNTY OF NEW HANOVER, NORTH CAROLINA Lisa Wurtzbacher, Finance Director A -6 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 18 EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [Letterhead of Bond Counsel] May 1, 2014 PNC Capital Markets LLC Charlotte, North Carolina $ Limited Obligation Bonds, Series 2014A $ Taxable Limited Obligation Bonds, Series 2014B Evidencing Proportionate Undivided Interests In Rights To Receive Certain Revenues Pursuant To An Installment Financing Contract Between New Hanover County Financing Corporation And The COUNTY OFNEWHANOVER, NORTH CAROLINA Ladies and Gentlemen: We have acted as Bond Counsel to the County of New Hanover, North Carolina (the "County") in connection with the execution and delivery on the date hereof of the above - referenced bonds (the "Bonds "), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Installment Financing Contract dated as of May 1, 2014 (the "Contract "), between the County and New Hanover County Financing Corporation (the "Corporation "). The Bonds are being purchased today by PNC Capital Markets LLC (the "Underwriter "), pursuant to a Contract of Purchase dated May 2014 (the "Purchase Contract "), between the Corporation and the Underwriter. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Purchase Contract. In our capacity as Bond Counsel, we have on this date delivered our principal opinion relating to the Contract and the Bonds and the legality of the authorization and execution and delivery thereof, the treatment as ordinary income for federal income tax purposes of the portion of the Installment Payments designated and paid as interest with respect to the Bonds and certain other matters, which opinion may be relied upon by you to the same extent as if addressed to you. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of various documents, certificates and opinions of counsel (including the opinion dated the date hereof of Wanda Copley, Esq., Wilmington, North Carolina, County Attorney) and the final Official Statement dated May _, 2014, with respect to the Bonds (the "Official Statement "), and have examined such other documents, certificates, opinions of counsel, instruments and records, and have made such investigations of law, as we have deemed necessary and appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the County, the Corporation and others. B -1 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 19 On the basis of and in reliance upon the foregoing, we are of the opinion that: 1. The statements in the Official Statement on the cover page and under the headings "INTRODUCTION -- SECURITY" and "- -THE 2014 BONDS," "SECURITY AND SOURCES OF PAYMENT OF 2014 BONDS" and "CONTINUING DISCLOSURE" and in Appendix B - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," to the extent such statements purport to summarize certain terms of the Contract, the Deed of Trust, the Indenture and the Bonds, fairly and accurately summarize such terms. The statements contained in the Official Statement under the headings "INTRODUCTION - -TAX STATUS" and "TAX TREATMENT" present fairly and accurately the matters referred to therein. 2. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. This opinion is furnished to you solely for your benefit and may not be used, circulated, quoted or otherwise referred to without our prior written consent. Very truly yours, B -2 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 20 EXHIBIT C FORM OF OPINION OF COUNSEL FOR THE COUNTY [Letterhead of Wanda Copley, Esq., County Attorney] County of New Hanover, North Carolina Wilmington, North Carolina New Hanover County Financing Corporation Wilmington, North Carolina Parker Poe Adams & Bernstein LLP Raleigh, North Carolina May _, 2014 PNC Capital Markets LLC Charlotte, North Carolina U.S. Bank National Association Raleigh, North Carolina $ Limited Obligation Bonds, Series 2014A $ Taxable Limited Obligation Bonds, Series 2014B Evidencing Proportionate Undivided Interests In Rights To Receive Certain Revenues Pursuant To An Installment Financing Contract Between New Hanover County Financing Corporation And The COUNTY OF NE W HANOVER, NORTH CAROLINA Ladies and Gentlemen: I have acted as counsel to the County of New Hanover, North Carolina (the "County ") and have served in such capacity in connection with the execution and delivery of the above - referenced bonds (the "Bonds "), which are being purchased by PNC Capital Markets LLC (the "Underwriter ") pursuant to the Contract of Purchase dated May _, 2014 (the "Purchase Agreement "), between the New Hanover County Financing Corporation (the "Corporation ") and the Underwriter. All capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Purchase Agreement. This opinion letter is being delivered pursuant to Section 7(e)(111)(3) of the Purchase Agreement. The Bonds are being executed and delivered pursuant to an Indenture of Trust dated as of May 1, 2014 (the "Indenture "), between the Corporation and U.S. Bank National Association, as trustee (the "Trustee "). The proceeds derived from the sale of the Bonds will be advanced by the Corporation to the County pursuant to an Installment Financing Contract dated as of May 1, 2014 (the "Contract ") between the Corporation and the County, between the Corporation and the County. The County's obligations under the Contract are secured by a Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014 (the "Deed of Trust "), from the County to the deed of trust trustee named therein for the benefit of the Corporation. I have examined documents related to the transactions contemplated by the Indenture, the Contract, the Purchase Agreement, the Letter of Representation dated May _, 2014 delivered pursuant to the Purchase Contract (the "Letter of Representation "), and the Deed of Trust (the Contract, the Purchase C -1 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 21 Agreement, the Letter of Representation, the Deed of Trust and such other documents as applicable to the County are hereinafter collectively referred to as the "County Documents ", including documents and proceedings pertaining to the resolution of the County (the "Resolution ") adopted at a meeting of the Board of Commissioners of the County on April 21, 2014, approving the transactions contemplated thereby. In connection with this opinion, I also have examined originals, or copies identified to my satisfaction, of such other documents, instruments, certificates and records as I have considered appropriate in order to render my opinions contained herein. Where I have considered it appropriate, as to certain facts I have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the County. In rendering the opinions set forth herein, I have assumed, among other things, the legal capacity of all natural persons, the genuineness of all signatures not signed in my presence, the authenticity of all documents submitted to me as originals, that all documents submitted to me as copies conform with the originals thereof, that the County Documents fully state the agreement between the County and the other parties thereto, and that the County Documents constitute the legal, valid and binding obligation of the parties thereto other than the County, enforceable in accordance with their respective terms. The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. I express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the County, the Bonds or both of them. Based upon and subject to the foregoing and the further limitations and qualifications hereinafter expressed, it is my opinion that: 1. The County is a political subdivision of State of North Carolina duly organized and existing under the constitution and laws of the State of North Carolina, and has the full legal right, power and authority to execute and deliver the County Documents and to perform all of the obligations thereunder and as contemplated thereby. 2. The County Documents have each been duly authorized, executed and delivered by the County, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a valid and legally binding agreement of the County enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights heretofore or hereafter enacted or by equitable principles. 3. The County has duly approved the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriter in connection with the offering and sale of the Bonds. 4. All consents, approvals or authorizations of any governmental entity and all filings required on the part of the County in connection with the execution and delivery of the Bonds and the authorization, execution and delivery of the County Documents and the consummation of the transactions contemplated thereby have been obtained and are in full force and effect, except that I express no opinion as to any federal or state regulatory requirements of the Underwriter or any action required under federal or state securities or Blue Sky laws in connection with the offering and sale of the Bonds by the Underwriter. C -2 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 22 5. To the best of my knowledge, the County is not in violation or breach of or in default under any applicable law or administrative regulation of the State of North Carolina or the United States or any applicable judgment or decree or administrative ruling or any agreement, resolution, certificate or other instrument to which the County is a party or is otherwise subject which violation, breach or default would in any way materially adversely affect the County's transactions contemplated by the County Documents or the execution and delivery of the Bonds, and, to the best of my knowledge, no event has occurred and is continuing which with the passage of time or giving of notice, or both, would constitute such a violation or breach thereof or default thereunder. 6. To the best of my knowledge, the execution and delivery of the County Documents by the County, and compliance with the provisions of each, do not and will not conflict with or constitute a breach or violation of or a default under any applicable law, rule or regulation of the United States or of the State of North Carolina or of any department, division, agency or instrumentality thereof having jurisdiction over the County or any applicable order, judgment or decree of any court of other governmental agency or body or any bond, note, loan agreement, resolution, certificate, agreement or other instrument to which the County is a party or by which it or its property is bound. 7. The Deed of Trust has been recorded in the Office of the Register of Deeds of New Hanover County. The recording of the Deed of Trust is effective and in accord with North Carolina law. The opinions expressed above are subject to the following qualifications and limitations: 1. Enforcement of the County Documents is subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors' rights generally. 2. Enforcement of the County Documents is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) by which a court with proper jurisdiction may deny rights of specific performance, injunction, self -help, possessory remedies or other remedies. 3. Indemnification provisions in the County Documents are subject to and may be rendered unenforceable by applicable law or public policy, including applicable securities law. [Insert other appropriate exceptions, if any] I advise you that, to my knowledge, after reasonable investigation, there is no action, suit, proceeding or governmental investigation at law or in equity before or by any court, public board or body, pending of which the County has been served with a summons, summons and complaint or other notice of commencement, or threatened against the County, (a) to restrain or enj oin the execution or delivery of the Bonds, (b) challenging the validity of the Resolution, the County Documents, the Bonds or contesting the power and authority of the County to execute and deliver the County Documents or to consummate the transactions contemplated therein, or (c) adversely affecting the security for the Bonds. In addition, I advise you that I have participated in the preparation of the Official Statement and that nothing has come to my attention that would lead me to believe that the Official Statement contains any untrue statement of a material fact or omits to state any 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 (except that I express no view about the information concerning the validity or tax status of the Bonds, The Depository Trust Company and the book -entry system for the Bonds, or about the C -3 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 23 financial and statistical data contained in the Official Statement); however, I have not independently verified the accuracy, completeness or fairness of any information provided to me by the County or any other person or the genuineness of any document provided to me by the County or any other person in connection with my participation in the preparation of the Official Statement. This opinion is rendered solely for your benefit in connection with the subject transaction and may not be relied upon by you or any other person for any other purposes without my prior written consent. Respectfully submitted, C -4 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 24 EXHIBIT D FORM OF OPINION OF COUNSEL FOR THE CORPORATION [Letterhead of Parker Poe Adams & Bernstein LLP, counsel for the Corporation] May _, 2014 County of New Hanover, North Carolina PNC Capital Markets LLC Wilmington, North Carolina Charlotte, North Carolina New Hanover County Financing Corporation U.S. Bank National Association Wilmington, North Carolina Raleigh, North Carolina $ Limited Obligation Bonds, Series 2014A $ Taxable Limited Obligation Bonds, Series 2014B Evidencing Proportionate Undivided Interests In Rights To Receive Certain Revenues Pursuant To An Installment Financing Contract Between New Hanover County Financing Corporation And The COUNTY OF NE W HANOVER, NORTH CAROLINA Ladies and Gentlemen: We have acted as counsel to New Hanover County Financing Corporation (the "Corporation "), a nonprofit corporation organized under the Constitution and laws of the State of North Carolina, in connection with the execution and delivery by the Corporation of the above - referenced bonds (the "Bonds "), (2) an Installment Financing Contract dated as of May 1, 2014, (the "Contract "), between the County of New Hanover, North Carolina (the "County ") and the Corporation, (3) an Indenture of Trust dated as of May 1, 2014, (the "Indenture ") between the Corporation and U.S. Bank National Association, as trustee (the "1 rustee "), and (4) the Contract of Purchase dated May _, 2014 (the "Purchase Agreement "), between the Corporation and PNC Capital Markets LLC (the "Underwriter "). This opinion letter is delivered pursuant to Section 7(e)(111)(4) of the Purchase Agreement. In such capacity, we have examined the following: (1) The statutes, public records, proceedings, resolutions and documents in connection with the organization of the Corporation which we consider necessary for the purpose of this opinion; (ii) Executed counterparts of the following documents (collectively, the "Corporation Documents "): (a) the Indenture, (b) the Contract, (c) the Bonds and (d) the Purchase Agreement; and (iii) The Preliminary Official Statement dated May _, 2014, and the Official Statement dated May _, 2014 (together, the "Official Statement ") used in connection with the sale of the Bonds. In connection with this opinion, we also have examined originals, or copies identified to our satisfaction, of such other documents, instruments, certificates and records as we have considered appropriate in order to render our opinions contained herein. Where we have considered it appropriate, as to certain facts we have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the Corporation. D -1 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 25 In rendering the opinions set forth herein, we have assumed, among other things, the legal capacity of all natural persons, the genuineness of all signatures not signed in our presence, the authenticity of all documents submitted to us as originals, that all documents submitted to us as copies conform with the originals thereof, that the Corporation Documents fully state the agreement between the Corporation and the other parties thereto, and that the Corporation Documents constitute the legal, valid and binding obligation of the parties thereto other than the Corporation, enforceable in accordance with their respective terms. The phrases "to our knowledge" and "known to us" mean conscious awareness of lawyers in the primary lawyer group of factual matters such lawyers recognize as being relevant to the opinion or confirmation so qualified. "Primary lawyer group" means any lawyer in this firm (1) who signs this opinion letter, (ii) who is actively involved in negotiating or documenting the execution and delivery of the Bonds or the Corporation Documents, or (iii) solely as to information relevant to a particular opinion or factual confirmation issue, who is primarily responsible for providing the response concerning the particular opinion or issue. The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Corporation, the Bonds or both of them. Based upon the foregoing examination, we are of the opinion, as of the date hereof and under existing law, that: 1. Based solely on a certificate of existence with respect to the Corporation issued on June 2014 by the Secretary of State of North Carolina, the Corporation is a nonprofit corporation duly organized and validly existing in good standing under the laws of the State of North Carolina. The Corporation has full power and authority to enter into and perform its obligations under the Corporation Documents and to execute and deliver the Bonds. 2. Each of the Corporation Documents has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery thereof by the other parties thereto, each constitutes a valid and binding agreement of the Corporation enforceable in accordance with its terms, except that the enforceability of the Corporation Documents may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. 3. The Corporation has duly approved the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriter in connection with the offering and sale of the Bonds. 4. No further consent or approval of any governmental body is required to be obtained for the sale of the Bonds to the Underwriter or the execution and delivery of the Corporation Documents by the Corporation, except that we express no opinion as to any federal or state regulatory requirements of the Underwriter or any action required under federal or state securities or Blue Sky laws in connection with the offering and sale of the Bonds by the Underwriter. 5. The execution and delivery of the Corporation Documents by the Corporation, and compliance with the provisions thereof under the circumstances contemplated thereby, and the approval of the Preliminary Official Statement and the Official Statement, (a) are within the powers of the Corporation, (b) do not and will not conflict with the Corporation's articles of incorporation or bylaws, (c) to the best of our knowledge, do not and will not in any material respect conflict with, or constitute on the D -2 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 26 part of the Corporation a breach of or default under, any indenture, deed of trust, mortgage, agreement or other instrument to which the Corporation is a party, or conflict with, violate or result in a breach of any judgment, court order or consent decree to which the Corporation is subject and (d) to the best of our knowledge, do not and will not conflict with, violate or result in a breach of any existing law, public administrative rule or regulation to which the Corporation is subject. The opinions expressed above are subject to the following qualifications and limitations: 1. Enforcement of the Corporation Documents is subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors' rights generally. 2. Enforcement of the Corporation Documents is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) by which a court with proper jurisdiction may deny rights of specific performance, injunction, self -help, possessory remedies or other remedies. 3. Indemnification provisions in the Corporation Documents are subject to and may be rendered unenforceable by applicable law or public policy, including applicable securities law. [Insert other appropriate exceptions, if any] To the best of our knowledge after reasonable investigation, the statements contained in the Official Statement under the headings entitled "THE CORPORATION" and "LEGAL MATTERS - LITIGATION" (with respect to the Corporation only) are true and correct and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in light of the circumstances in which they are made, not misleading. Except as disclosed in the Official Statement, to the best of our knowledge, there is no action, suit, proceeding or governmental investigation at law or in equity before, or by, any court, public board or body, pending of which the Corporation has been served with a summons and complaint or other notice of commencement, or threatened against or affecting the Corporation, challenging the validity of the Corporation Documents or contesting the power and authority of the Corporation to execute and deliver the Corporation Documents or to consummate the transactions contemplated therein. This opinion is delivered to you and for your benefit in connection with the above transaction; it may not be relied upon by you for any other purposes and may not be relied upon by, nor may copies be provided to, any other person, firm, corporation or other entity without our prior written consent. Very truly yours, D -3 501307552v2 Board of Commissioners - April 21, 2014 ITEM: 4 - 5 - 27 PRELIMINARY OFFICIAL STATEMENT DATED MAY _, 2014 Issue - Full Book -Entry Ratings: Moody's: S &P: (See "Ratings" herein) wIn the opinion of Parker Poe Adams & Bernstein LLP, Bond Counsel, under existing law, (1) assuming compliance by the County with certain requirements of the Internal Revenue Code of 1986, as amended, interest with respect to the 2014A Bonds (a) is excludable from gross income for federal income tax purposes, and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (2) interest with respect to the 2014E Bonds is taxable as ordinary income for federal income tax purposes and (3) interest with respect to the 2014 Bonds is exempt from State of North Carolina income taxation. See "TAX TREATMENT" herein. Limited Obligation Bonds, Series, 2014A $ * Taxable Limited Obligation Bonds, Series 2014B evidencing proportionate undivided interests in rights to receive certain 0 o Revenues pursuant to an Installment Financing Contract between New Hanover County Financing Corporation and the COUNTY OF NEW HANOVER, NORTH CAROLINA N Dated: Date of Initial Execution and Delivery Due: June 1, as shown on inside cover page This Official Statement has been prepared by the County of New Hanover, North Carolina (the "County") to provide information on the Limited Obligation Bonds, Series 2014A (the "2014A Bonds ") and the Taxable Limited Obligation Bonds, Series 2014B (the "2014B Bonds," and together with the 2014A Bonds, the "2014 Bonds "). Selected information is presented on this cover page for the convenience of the user. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used in this Official Statement, unless m m otherwise defined herein, have the meanings set out in Appendix B hereto under "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - DEFINITIONS." p .r Security: The 2014 Bonds and all other Bonds outstanding under the Indenture evidence proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract between the New Hanover County Financing Corporation (the "Corporation ") and the County. The performance by the County of its obligations under the Contract, including the obligation to make Installment Payments thereunder, is secured by a Deed of Trust from the County to the Deed of Trust Trustee granting a lien of record on the Premises, osubject to Permitted Encumbrances. The Corporation has assigned to the Trustee for the benefit of the registered owners of the 2014 w Bonds and all other Bonds outstanding under the Indenture substantially all of its rights under the Contract, including the right to ° receive Installment Payments, and all of its rights as beneficiary of the Deed of Trust. o ro -o THE PRINCIPAL, PREPAYMENT PRICE AND INTEREST WITH RESPECT TO THE 2014 BONDS ARE PAYABLE SOLELY FROM AMOUNTS PAYABLE BY THE COUNTY UNDER THE CONTRACT AND, TO THE EXTENT PROVIDED IN THE INDENTURE, THE PROCEEDS OF THE A SALE OF THE 2014 BONDS, CONDEMNATION AWARDS OR THE SALE OR LEASE OF THE MORTGAGED PROPERTY. NEITHER THE ° CONTRACT, THE 2014 BONDS NOR THE INTEREST WITH RESPECT THERETO CONSTITUTE A GENERAL OBLIGATION OR OTHER m INDEBTEDNESS OF THE COUNTY. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR ti BREACH OF ANY CONTRACTUAL OBLIGATION TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE CONTRACT, AND THE y TAXING POWER OF THE COUNTY IS NOT PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS DUE THE OWNERS OF THE T 2014 BONDS. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS ON AN EVENT OF DEFAULT RESULTING FROM THE o COUNTY'S FAILURE TO MAKE INSTALLMENT PAYMENTS UNDER THE CONTRACT ARE LIMITED IN THE CONTRACT TO THOSE OF A SECURED PARTY UNDER THE LAWS OF NORTH CAROLINA, INCLUDING FORECLOSING ON THE MORTGAGED PROPERTY IN w o ACCORDANCE WITH THE DEED OF TRUST AND ARE ON A PARITY WITH THOSE RIGHTS AND REMEDIES AVAILABLE TO THE r OWNERS OF ALL BONDS OUTSTANDING UNDER THE INDENTURE. SEE "SECURITY AND SOURCES OF PAYMENT OF 2014 o BONDS" HEREIN. Prepayment: The 2014 Bonds are subject to optional and mandatory sinking fund prepayment before maturity. o Issued Pursuant to: The 2014 Bonds will be executed and delivered pursuant to the Indenture. r Y Purpose: The proceeds of the 2014A Bonds will be used by the County to pay capital costs of (1) the renovation of the County's historic o administrative office building and (2) certain improvements to Cobb Annex, a County administrative building. The proceeds of the ° 2014B Bonds will be used by the County to pay the capital costs of the construction of a new service center for rental car companies at o Wilmington International Airport. See "PLAN OF FINANCE" herein. f Interest Payment ;3 o r ro ° Dates: June 1 and December 1 of each year, beginning December 1, 2014. Denomination: $5,000 and any integral multiple thereof. Closing/Delivery ti o Date: On or about June , 2014. Registration: Full book -entry only; The Depository Trust Company. r Trustee: U.S. Bank National Association. wo Bond Counsel: Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina. County Attorney: Wanda Copley, Esq., Wilmington, North Carolina. Y � r . Corporation's Counsel: Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina. v ti o Underwriter's row Counsel: Pillsbury Winthrop Shaw Pittman LLP, New York, New York. ° PNC CAPITAL MARKETS LLC 0 Date of this Official Statement is May , 2014 0 .o * Preliminary; subject to change. r Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 1 LIMITED OBLIGATION BONDS, SERIES 2014A MATURITY SCHEDULE $ * Serial 2014A Bonds PRINCIPAL INTEREST PRINCIPAL INTEREST DUE .TUNE 1 AMOUNT* RATE YIELD DUE .TUNE 1 AMOUNT* RATE YIELD $ * % Term 2014 Bonds due June 1, Yield % $ * % Term 2014 Bonds due June 1, Yield % TAXABLE LIMITED OBLIGATION BONDS, SERIES 2014B MATURITY SCHEDULE $ * Series 2014B Bonds PRINCIPAL INTEREST DUE .TUNE 1 AMOUNT* RATE YIELD * Preliminary; subject to change. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 2 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 3 In connection with this offering, the Underwriter may over allot or effect transactions that stabilize or maintain the market price of the 2014 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. No dealer, broker, salesman or other person has been authorized to give any information or to make any representation other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the 2014 Bonds by any person in any jurisdiction in which it is not lawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Corporation, the County and other sources that are deemed to be reliable. Neither the 2014 Bonds nor the Indenture have been registered with the Securities and Exchange Commission by reason of the provisions of Section 3(a)(2) of the Securities Act of 1933, as amended. The registration or qualification of the 2014 Bonds and the Indenture in accordance with applicable provisions of securities laws of the states in which the 2014 Bonds and the Indenture have been registered or qualified, and the exemption from registration or qualification in other states, shall not be regarded as a recommendation thereof. In making an investment decision, investors must rely on their own examination of the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. All quotations from and summaries and explanations of laws and documents herein do not purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2014 Bonds shall under any circumstances create any implication that there has been no change in the affairs of the County since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 4 TABLE OF CONTENTS Page INTRODUCTION......................................................................................................... ............................... 1 TheCounty ....................................................................................................... ............................... 1 Purpose.............................................................................................................. ............................... 1 Security............................................................................................................. ............................... 2 The2014 Bonds ................................................................................................ ............................... 2 BookEntry Only ............................................................................................... ............................... 3 TaxStatus ......................................................................................................... ............................... 3 Professionals..................................................................................................... ............................... 3 AdditionalInformation ..................................................................................... ............................... 3 THE2014 BONDS ........................................................................................................ ............................... 4 Authorization.................................................................................................... ............................... 4 General.............................................................................................................. ............................... 4 PrepaymentProvisions ...................................................................................... ............................... 4 PLANOF FINANCE ..................................................................................................... ............................... 8 ESTIMATED SOURCES AND USES OF FUNDS ..................................................... ............................... 8 SECURITY AND SOURCES OF PAYMENT OF 2014 BONDS ............................... ............................... 9 Installment Payments and Additional Payments ............................................... ............................... 9 Budgetand Appropriation ................................................................................. ............................... 9 Deedof Trust .................................................................................................... ............................... 9 Indenture......................................................................................................... ............................... 10 Enforceability.................................................................................................. ............................... 10 AdditionalBonds ............................................................................................ ............................... 11 AVAILABLE SOURCES FOR PAYMENT OF INSTALLMENT PAYMENTS ..... ............................... 11 General............................................................................................................ ............................... 11 GeneralFund Revenues .................................................................................. ............................... 12 INSTALLMENT PAYMENT SCHEDULE ............................................................... ............................... 12 CERTAIN RISKS OF 2014 BOND OWNERS ........................................................... ............................... 13 Limited Obligation of the County ................................................................... ............................... 13 Riskof Nonappropriation ............................................................................... ............................... 13 EnvironmentalRisks ....................................................................................... ............................... 14 Valueof Collateral .......................................................................................... ............................... 14 Uninsured or Underinsured Casualty .............................................................. ............................... 14 Outstanding General Obligation Debt of the County ...................................... ............................... 14 Bankruptcy...................................................................................................... ............................... 15 OtherIndebtedness .......................................................................................... ............................... 15 i Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 5 LEGALMATTERS ..................................................................................................... ............................... 16 Litigation......................................................................................................... ............................... 16 ContingentLiabilities ...................................................................................... ............................... 16 Opinionsof Counsel ....................................................................................... ............................... 16 TAXTREATMENT .................................................................................................... ............................... 17 The2014A Bonds ........................................................................................... ............................... 17 The2014B Bonds ........................................................................................... ............................... 20 CONTINUINGDISCLOSURE ................................................................................... ............................... 22 UNDERWRITING...................................................................................................... ............................... 24 RATINGS.................................................................................................................... ............................... 25 MISCELLANEOUS.................................................................................................... ............................... 25 APPENDIX A FINANCIAL INFORMATION CONCERNING THE COUNTY OF NEW HANOVER, NORTH CAROLINA APPENDIX B SUMMARY OF PRINCIPAL LEGAL DOCUMENTS APPENDIX C PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX D BOOK -ENTRY ONLY SYSTEM ii Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 6 $ * Limited Obligation Bonds, Series 2014A $ * Taxable Limited Obligation Bonds, Series 2014B evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to an Installment Financing Contract between New Hanover County Financing Corporation and the COUNTY OF NEW HANOVER, NORTH CAROLINA INTRODUCTION The purpose of this Official Statement, which includes the Appendices hereto, is to provide certain information in connection with the execution, sale and delivery of the Limited Obligation Bonds, Series 2014A, in the aggregate principal amount of $ * (the "2014A Bonds ") and the Taxable Limited Obligation Bonds, Series 2014B in the aggregate principal amount of $ * (the "2014B Bonds," and together with the 2014A Bonds, the "2014 Bonds "), which evidence proportionate undivided interests in rights to receive certain Revenues (as defined herein) pursuant to an Installment Financing Contract dated as of May 1, 2014 (the "Contract "), between New Hanover County Financing Corporation (the "Corporation ") and the County of New Hanover, North Carolina (the "County "). The 2014 Bonds will be executed and delivered pursuant to an Indenture of Trust dated as of May 1, 2014 (the "Indenture "), between the Corporation and U.S. Bank National Association, Raleigh, North Carolina, as trustee (the "1 rustee "). Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix B hereto. This Introduction provides only certain limited information with respect to the contents of this Official Statement and is expressly qualified by the Official Statement as a whole. Prospective investors should review the full Official Statement and each of the documents summarized or described herein. This Official Statement speaks only as of its date, and the information contained herein is subject to change. THE COUNTY The County is a political subdivision of the State of North Carolina (the "State "). See the caption "THE COUNTY" herein for certain information regarding the County. The County's most recent audited financial statements are contained in Appendix A hereto. PURPOSE The 2014A Bonds are being executed and delivered to provide funds to pay capital costs of (1) the renovation of the County's historic administrative office building (the "Historic Administrative Building ") to house the County's register of deeds and other court- related functions, (2) certain improvements to Cobb Annex, a County administrative building, which houses a portion of the County's judicial functions, and (3) the execution, sale and delivery of the 2014A Bonds. The 2014B Bonds are being executed and delivered to provide funds to pay capital costs of (1) the construction of a new service center for rental car companies at Wilmington International Airport, which is operated by the New Hanover County Airport Authority, a component unit of the County, and (2) the execution, sale and delivery of the 2014B Bonds. See the captions "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. * Preliminary; subject to change. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 7 SECURITY The 2014 Bonds and any additional Bonds outstanding under the Indenture (the "Additional Bonds ") evidence proportionate undivided interests in the right to receive certain Revenues under the Contract. The 2014 Bonds are secured by such moneys as may be on deposit under the Indenture. The 2014 Bonds are payable solely from the Installment Payments and certain other moneys as provided in the Indenture. In connection with the execution and delivery of the 2014 Bonds, the County will execute and deliver to a deed of trust trustee (the "Deed of Trust Trustee "), for the benefit of the Corporation or its assignee, a Deed of Trust, Security Agreement and Fixture Filing dated as of May 1, 2014 (the "Deed of Trust "), as security for the County's obligations under the Contract. The Deed of Trust grants a lien of record on the Historic Administrative Building and the real property on which that facility is located, and any additions, modifications, attachments, replacements and parts thereof, as more particularly described in the Deed of Trust (the "Mortgaged Property "), subject to certain permitted encumbrances as described in the Contract and the Deed of Trust. "SECURITY AND SOURCES OF PAYMENT OF 2014 Bonds - -DEED OF TRUST" herein. The Corporation has assigned to the Trustee for the benefit of the Owners of the 2014 Bonds and any Additional Bonds executed and delivered pursuant to the Indenture (a) all rights, title and interest of the Corporation in the Contract (except for certain reserved rights), including its right to receive the Installment Payments thereunder, (b) all rights, title and interest of the Corporation in the Deed of Trust and the Mortgaged Property and (c) all moneys and securities from time to time held by the Trustee under the Indenture in any fund or account (except the Rebate Fund). Pursuant to the Contract, the Installment Payments are payable by the County directly to the Trustee. Additional Bonds that would have equal rights in the security available to the Owners of the 2014 Bonds may be executed and delivered in accordance with the provisions of the Indenture. See the captions "SECURITY AND SOURCES OF PAYMENT OF 2014 BONDS -- ADDITIONAL, BONDS" herein and "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - -THE INDENTURE -- Additional Bonds" in Appendix B hereto. Under certain conditions, the Deed of Trust Trustee may release portions of the Mortgaged Property from the lien of the Deed of Trust. See the caption "SECURITY AND SOURCES OF PAYMENT OF 2014 Bonds - -DEED OF TRUST" herein and "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - -THE DEED OF TRUST" in Appendix B hereto. If a default occurs under the Contract, the Trustee may attempt to dispose of the Mortgaged Property and apply the proceeds received as a result of any such disposition to the payment of the amounts due to the Owners of the 2014 Bonds and all other Bonds outstanding under the Indenture. No assurance can be given that any such proceeds will be sufficient to pay the principal and interest with respect to the 2014 Bonds. In addition, no deficiency judgment can be obtained against the County if the proceeds from any such disposition (together with other funds that may be held by the Trustee under the Indenture) are insufficient to pay the 2014 Bonds in full. Neither the 2014 Bonds nor the County's obligation to make payments under the Contract constitute a pledge of the County's faith and credit within the meaning of any constitutional provision. See the caption "SECURITY AND SOURCES OF PAYMENT OF 2014 BONDS" herein. THE 2014 BONDS The 2014 Bonds will be dated their date of initial execution and delivery. Interest is payable on June 1 and December 1 of each year, beginning December 1, 2014, at the rates set forth on the inside cover page of this Official Statement. Principal is payable on June 1 in the years and in the amounts set forth on the inside cover page of this Official Statement. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 8 BOOK ENTRY ONLY The 2014 Bonds will be delivered in book entry form only, without physical delivery of bonds. Payments to beneficial owners of the 2014 Bonds will be made by the Trustee through The Depository Trust Company, New York, New York ( "DTC ") and its participants. See "BOOK -ENTRY ONLY SYSTEM" in Appendix D hereto. TAX STATUS In the opinion of Bond Counsel, under existing law, (1) assuming compliance by the County with certain requirements of the Internal Revenue code of 1986, as amended, interest with respect to the 2014A Bonds (a) is excludable from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (2) interest with respect to the 2014B Bonds is taxable as ordinary income for federal income tax purposes and (3) interest with respect to the 2014 Bonds is exempt from State of North Carolina income taxation. See the caption "TAX TREATMENT" herein. PROFESSIONALS PNC Capital Markets LLC (the "Underwriter ") is underwriting the 2014 Bonds. U.S. Bank National Association is serving as Trustee with respect to the 2014 Bonds. Parker Poe Adams & Bernstein LLP is serving as Bond Counsel to the County. Wanda Copley, Esq., serves as the County Attorney. Parker Poe Adams & Bernstein LLP serves as counsel to the Corporation. Pillsbury Winthrop Shaw Pittman LLP is serving as counsel to the Underwriter. ADDITIONAL INFORMATION Additional information and copies in reasonable quantity of the principal financing documents may be obtained during the offering period from PNC Capital Markets LLC, 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210, (704) 571 -0671. After the offering period, copies of such documents may be obtained from the Trustee at 5540 Centerview Drive, Suite 200, Raleigh, North Carolina 27606, (919) 424 -3944. The County will undertake in the Contract to provide continuing disclosure of certain annual financial information and operating data and listed events regarding the Contract and the 2014 Bonds. See the caption "CONTINUING DISCLOSURE OBLIGATION" herein. 3 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 9 THE 2014 BONDS AUTHORIZATION The 2014 Bonds will be executed and delivered pursuant to the Indenture. The 2014 Bonds evidence proportionate undivided interests in the right to receive certain Revenues pursuant to the Contract. The 2014 Bonds are payable solely from the Installment Payments and certain other moneys as provided in the Indenture. The County is entering into the Contract under the provisions of Section 160A -20 of the General Statutes of North Carolina, as amended. The Board authorized the County's execution and delivery of the Contract in resolutions adopted on April 21, 2014. The LGC is a division of the State Treasurer's office charged with general oversight of local government finance in the State. Its approval is required for substantially all bond issues and other local government financing arrangements in the State. Before approving an installment financing, the LGC must determine, among other things, that (1) the proposed financing is necessary and expedient, (2) the financing, under the circumstances, is preferable to a general obligation or revenue bond issue for the same purpose and (3) the sums to fall due under the proposed financing are not excessive for the local government. GENERAL Payment 'Perms. The 2014 Bonds will be dated their date of initial execution and delivery. Interest with respect to the 2014 Bonds is payable on each June 1 and December 1 (the "Bond Payment Dates "), beginning December 1, 2014, at the rates set forth on the inside cover page of this Official Statement (calculated on the basis of a 360 -day year consisting of twelve 30 -day months). Principal with respect to the 2014 Bonds is payable on June 1 in the years and amounts set forth on the inside cover page of this Official Statement. Payments will be effected through DTC. See "BOOK ENTRY ONLY SYSTEM" in Appendix D hereto. Registration and Exchange. So long as DTC or its nominee is the registered owner of the 2014 Bonds, transfers and exchanges of beneficial ownership interests in the 2014 Bonds will be available only through DTC Participants and DTC Indirect Participants. See "BOOK -ENTRY ONLY SYSTEM" in Appendix D hereto. The Indenture describes the provisions for transfer and exchange applicable if a book entry system is no longer in effect. These provisions generally provide that the transfer of the 2014 Bonds is registrable by the Owners thereof, and the 2014 Bonds may be exchanged for an equal aggregate, unprepaid principal amount of 2014 Bonds of denominations of $5,000 or any integral multiple thereof and of the same maturity and interest rate, only on presentation and surrender of the 2014 Bonds to the Trustee at the designated corporate trust office of the Trustee together with an executed instrument of transfer in a form approved by the Trustee in connection with any transfer. The Trustee may require the person requesting any transfer or exchange to reimburse it for any tax or other governmental charge required to be paid with respect to such registration or exchange. PREPAYMENT PROVISIONS Optional Prepayment. The 2014 Bonds maturing on or before June 1, 20, are not subject to optional prepayment before maturity. The 2014 Bonds maturing after June 1, 20 , are subject to optional prepayment at the option of the County, from any funds that may be available for such purpose either in whole or in part on any date on or after June 1, 20 , at a prepayment price equal to 100% of the principal amount of such 2014 Bond to be prepaid, together with accrued interest to the date fixed for prepayment. 4 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 10 Mandatory Sinking Fund Prepayment. - -2014A Bonds. The 2014A Bonds maturing on June 1, 20 are subject to mandatory sinking fund prepayment on June 1 in each year on and after June 1, 20 by lot from the principal components of the Installment Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest respect thereto to the prepayment date, without premium as follows: YEAR AMOUNT *Maturity - -2014B Bonds. The 2014B Bonds maturing on June 1, 20_ are subject to mandatory sinking fund prepayment on June 1 in each year on and after June 1, 20 by lot from the principal components of the Installment Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest respect thereto to the prepayment date, without premium as follows: YEAR AMOUNT *Maturity -- Credits. At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may (1) deliver to the Trustee for cancellation 2014A Bonds or portions thereof in any aggregate principal amount desired, or (2) receive a credit in respect of its mandatory prepayment obligation for any 2014A Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment under these paragraphs) and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such 2014A Bond or portion thereof so delivered or previously purchased or prepaid and canceled by the Trustee will be credited by the Trustee at 100% of the principal amount thereof against the Installment Payment obligation corresponding to such mandatory prepayment date. To the extent that the aggregate principal amount of such 2014A Bonds or portions thereof exceeds the Installment Payment obligation on such mandatory prepayment date, any excess over such amount will be credited against future Installment Payment obligations, as directed by the County, and the principal amount of 2014A Bonds to be prepaid will be accordingly reduced. The County must on or before the 45th day next preceding each such mandatory prepayment date furnish the Trustee with its certificate indicating to what extent the provisions of (1) and (2) of the preceding paragraph are to be availed of with respect to such mandatory prepayment payment. General Prepayment Provisions. If the 2014A Bonds are prepaid in part, the 2014A Bonds to be prepaid will be prepaid from such series and in such order as the County will select and within the same maturity of a series of the Bonds as selected by DTC pursuant to its rules and procedures or, if the book - entry system with respect to the 2014A Bonds is discontinued by lot within a maturity in such manner as the Trustee in its discretion may determine. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 11 If the 2014B Bonds are prepaid in part, DTC will select the portion of the 2014B Bonds to be prepaid on a pro rata pass- through distribution of principal basis in accordance with its procedures, provided that, so long as the 2014B Bonds are held in book -entry form, the selection for prepayment of such 2014B Bonds will be made in accordance with the operational arrangements of DTC then in effect. If, at the time of such prepayment, the book -entry system with respect to the 2014B Bonds is discontinued, the Trustee will select the portion of the 2014B Bonds to be prepaid by lot in such manner as the Trustee in its discretion may determine. Notice of prepayment identifying the 2014 Bonds or portions thereof to be prepaid will be given by the Trustee in writing not less than 30 days nor more than 60 days before the date fixed for prepayment (1) to the North Carolina Local Government Commission by Mail, (2)(A) to DTC or its nominee as permitted or required by DTC's rules and procedures or (B) if DTC or its nominee is no longer the Owner of the 2014 Bonds, by Mail to the then- registered Owners of 2014 Bonds or portions thereof to be prepaid at the last address shown on the registration books kept by the Trustee, and (3) to the Municipal Securities Rulemaking Board (the "MSRB ") through the MSRB's Electronic Municipal Market Access system or any other system pursuant to the procedures promulgated by the MSRB. Notwithstanding the foregoing, (1) if notice is properly given, failure to receive an appropriate notice will not affect the validity of the proceedings for such prepayment, (2) the failure to give any such notice or any defect therein will not affect the validity of the proceedings for prepayment of the 2014 Bonds or portions thereof with respect to which notice was correctly given and (3) the failure to give any such notice to the parties described in clauses (1) and (3) of the preceding sentence, or any defect therein, will not affect the validity of any proceedings for prepayment of the 2014 Bonds. If at the time of mailing of notice of prepayment, there has not been deposited with the Trustee money sufficient to prepay all the 2014 Bonds or portions thereof called for prepayment, which money is or will be available for prepayment of such 2014 Bonds, such notice will state that it is conditional on the deposit of the prepayment money with the Trustee not later than the opening of business on the prepayment date, and such notice will be of no effect unless such money is so deposited. Before the date fixed for prepayment, funds will be deposited with the Trustee to pay, and the Trustee is authorized and directed to apply such funds to the payment of, the 2014 Bonds or portions thereof called, together with accrued interest with respect thereto to the prepayment date, and any required premium. On the giving of notice and the deposit of such funds for prepayment pursuant to the Indenture (which, in the case of optional prepayment as described above, may be less than the full principal amount of the outstanding 2014 Bonds), interest with respect to the 2014 Bonds or portions thereof so called for prepayment will no longer accrue after the date fixed for prepayment. The 2014 Bonds or portions thereof called for prepayment will be due and payable on the prepayment date at the prepayment price, together with accrued interest with respect thereto to the prepayment date and any applicable prepayment premium. If the required notice of prepayment has been given and moneys sufficient to pay the prepayment price, together with accrued interest with respect thereto to the prepayment date and any required prepayment premium, have been deposited with the Trustee, the 2014 Bonds or portions thereof so called for prepayment will cease to be entitled to any benefit or security under the Indenture, and the Owners of such 2014 Bonds will have no rights with respect to such 2014 Bonds or portions thereof so called for prepayment except to receive payment of the prepayment price and accrued interest to the prepayment date from such funds held by the Trustee. On surrender and cancellation of any 2014 Bonds called for prepayment in part only, a new 2014 Bond or 2014 B Bonds of the same maturity and interest rate and of authorized denominations, in an aggregate principal amount equal to the unprepaid portion thereof, will be executed on behalf of the Corporation and authenticated and delivered by the Trustee. T Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 12 IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE INDENTURE, THERE WILL BE NO PREPAYMENT OF LESS THAN ALL OF THE 2014 BONDS OUTSTANDING. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 13 PLAN OF FINANCE The County will use the proceeds of the 2014 Bonds to finance the 2014 Projects: Historic Administrative Building. The Historic Administrative Building project consists of the renovation of the County's administrative office building located at 320 Chestnut Street in downtown Wilmington, which consists of floors and square feet. The Historic Administrative Building will house the County's register of deeds and other court- related functions. The estimated cost of this project is $ million. The expected completion date of this project is THE HISTORIC ADMINISTRATIVE BUILDING PROJECT IS SUBJECT TO THE LIEN CREATED BY THE DEED OF TRUST. Cobb Annex. The Cobb Annex project consists of capital improvements to a County administrative building, which houses a portion of the County's judicial functions. The estimated cost of this project is $ million. The expected completion date of this project is [ I THE COBB ANNEX PROJECT IS NOT SUBJECT TO THE LIEN CREATED BY THE DEED OF TRUST. Rental Car Service Center. The Rental Car Service Center project consists of the construction of a new service center for rental car companies at Wilmington International Airport. The estimated cost of this project is $ million. The expected completion date of this project is [ I THE RENTAL CAR SERVICE CENTER PROJECT IS NOT SUBJECT TO THE LIEN CREATED BY THE DEED OF TRUST. ESTIMATED SOURCES AND USES OF FUNDS The following table presents information as to the estimated sources and uses of funds: AMOUNT SOURCES OF FUNDS: Par Amount of 2014A Bonds Par Amount of 2014B Bonds Net Original Issue Premium on 2014A Bonds TOTAL USES OF FUNDS: Deposit to 2014A Bonds Account Deposit to 2014B Bonds Account Costs of Delivery' TOTAL ' Includes legal fees, printing costs, Underwriter's discount, rating agency fees and other miscellaneous transaction costs. Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 14 SECURITY AND SOURCES OF PAYMENT OF 2014 BONDS The 2014 Bonds and any Additional Bonds outstanding under the Indenture evidence proportionate undivided interests in the rights to receive certain Revenues pursuant to the Contract. The 2014 Bonds will be proportionately and ratably secured with any Additional Bonds executed and delivered pursuant to the Indenture. Revenues are defined in the Contract to mean (a) all Net Proceeds not applied to the replacement of the Projects, (b) all Installment Payments and (c) all investment income on all funds and accounts created under the Indenture (other than the Rebate Fund). Notwithstanding the foregoing, the Owner of each 2014 Bond is not entitled to receive more than the amount of principal and interest represented by such 2014 Bond. INSTALLMENT PAYMENTS AND ADDITIONAL PAYMENTS Under the Contract, the County is required to make the Installment Payments directly to the Trustee in amounts sufficient to provide for the payment of the principal (whether at maturity, by prepayment or otherwise) and interest with respect to the 2014 Bonds and any Additional Bonds hereafter executed and delivered under the Indenture as the same become due and payable. The County is also obligated under the Contract to pay as Additional Payments to such persons as are entitled thereto, the reasonable and customary expenses and fees of the Trustee and the Corporation, any expenses of the Corporation in defending an action or proceeding in connection with the Contract or the Indenture and any taxes or any other expenses, including, but not limited to, licenses, permits, state and local income, sales and use or ownership taxes or property taxes that the County or the Corporation is expressly required to pay as a result of the Contract (together with interest that may accrue thereon in the event that the County fails to pay the same). BUDGET AND APPROPRIATION Pursuant to the Contract, the County shall (a) cause its budget officer (as statutorily defined) to include the Installment Payments and the reasonably estimated Additional Payments coming due in each Fiscal Year in the corresponding annual budget request, (b) require that the deletion of such funds from the County's final budget or any amended budget be made only pursuant to an express resolution of the Board which explains the reason for such action and (c) deliver notice to the Trustee, S &P, Moody's and the LGC within five days after the adoption by the Board of the resolution described in clause (b) above. Nothing contained in the Contract, however, obligates the County to appropriate moneys contained in the proposed budget for the payment of the Installment Payments or the reasonably estimated Additional Payments coming due under the Contract. IN CONNECTION WITH THE INSTALLMENT PAYMENTS AND THE ADDITIONAL PAYMENTS, THE APPROPRIATION OF FUNDS THEREFOR IS WITHIN THE SOLE DISCRETION OF THE BOARD. DEED OF TRUST In connection with the execution and delivery of the 2014 Bonds, the County will execute the Deed of Trust as security for its obligations under the Contract granting a security interest in the Mortgaged Property. ONLY 'IHE HISTORIC ADMINISTRATIVE BUILDING DESCRIBED ABOVE WILL BE INCLUDED 1N THE DEFINITION OF "MORTGAGED PROPERTY" AND, CONSEQUENTLY, SUCH REAL PROPERTY AND ANY IMPROVEMENTS THEREON WILL BE SUBJECT TO THE LIEN CREATED BY THE DEED OF TRUST. C Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 15 The Deed of Trust authorizes future obligations evidenced by Additional Bonds executed and delivered under the Indenture to be secured by the Deed of Trust, provided that the total amount of present and future obligations secured thereby at any one time does not exceed $100,000,000 and such future obligations are incurred not later than 30 years from the date of the Deed of Trust. The Deed of Trust is recorded in the office of the Register of Deeds of New Hanover County, North Carolina, and the lien created thereby will be insured by a title insurance policy. So long as there is no event of default under the Deed of Trust, the Trustee, with the Corporation's consent, must release the Mortgaged Property or any part thereof from the lien and security interest of the Deed of Trust when and if the following requirements have been fulfilled: (1) in connection with any release of the Mortgaged Property, or any part thereof, there is filed with the Corporation a certified copy of the resolution of the Board of Commissioners of the County stating the purpose for which the County desires such release, giving an adequate legal description of the part of the Mortgaged Property to be released, requesting such release and providing for payment by the County of all expenses in connection with such release; (2) in connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, the tax, insured or appraised value of the Mortgaged Property remaining after the proposed release is not less than 50% of the aggregate principal component of the Installment Payments relating to the Bonds then Outstanding under the Indenture; (3) in connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, such release shall not prohibit the County's ingress, egress and regress to and from the remainder of the Mortgaged Property not being released, or materially interfere with the use of the remainder of the Mortgaged Property not being released; and (4) in connection with the release of the entire Mortgaged Property, there is paid to the Corporation an amount sufficient to provide for the payment in full all of the Bonds then Outstanding under the Indenture. INDENTURE Pursuant to the Indenture, the Corporation has assigned to the Trustee for the benefit of the Owners of the 2014 Bonds and any Additional Bonds executed and delivered under the Indenture (a) all rights, title and interest of the Corporation in the Contract (except for certain indemnification rights, certain notice rights and the right to Additional Payments payable to the Corporation), including its rights to receive the Installment Payments thereunder, (b) all rights, title and interest of the Corporation in the Deed of Trust and the Mortgaged Property and (c) all moneys and securities from time to time held by the Trustee under the Indenture in any fund or account (except the Rebate Fund). ENFORCEABILITY NEITHER THE CONTRACT NOR THE 2014 BONDS CONSTITUTE; A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR BREACH OF ANY CONTRACTUAL OBLIGATION UNDER THE; CONTRACT, AND THE TAXING POWER OF THE; COUNTY 1S NOT 10 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 16 PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS DUE THE OWNERS OF THE 2014 BONDS PURSUANT TO THE CONTRACT. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE 2014 BONDS ON A DEFAULT BY THE COUNTY UNDER THE CONTRACT ARE LIMITED TO THOSE SPECIFIED IN THE CONTRACT AND THE INDENTURE, INCLUDING EXERCISING THE RIGHTS OF THE BENEFICIARY UNDER THE DEED OF TRUST AND THE RIGHTS OF THE TRUSTEE IN THE FUNDS HELD UNDER THE INDENTURE. The 2014 Bonds will not constitute a debt or general obligation of the Corporation and will not give the Owners of the 2014 Bonds any recourse to the assets of the Corporation, but will be payable solely from amounts payable by the County under the Contract, from amounts realized on the foreclosure on the Mortgaged Property pursuant to the Deed of Trust and from funds held in certain funds and accounts under the Indenture for such purpose. The enforceability of the Indenture, the Contract and the Deed of Trust is subject to bankruptcy, insolvency, fraudulent conveyance and other related laws affecting the enforcement of creditors' rights generally and, to the extent that certain remedies under such instruments require, or may require, enforcement by a court, to such principles of equity as the court having jurisdiction may impose. See "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - THE CONTRACT - Remedies on Default' in Appendix B for a more complete description of the rights and powers of the Trustee upon the occurrence of an event of default under the Contract. ADDITIONAL BONDS Under the conditions described in the Indenture and so long as no Event of Default has occurred and is continuing under the Indenture, the Corporation may execute and deliver Additional Bonds under the Indenture without the consent of the Owners of the 2014 Bonds or all other Bonds then Outstanding under the Indenture to provide funds to pay (a) the cost of refunding of all or any portion of the 2014 Bonds or any other financing obligations of the County and (b) the Cost of Issuance relating to the execution, delivery and sale of such Additional Bonds. The 2014 Bonds are payable on a parity with any Additional Bonds hereafter executed and delivered pursuant to the Indenture. The Installment Payments and any Installment Payments with respect to Additional Bonds issued under the Indenture will be deposited as received by the Trustee in the Bond Fund held by the Trustee. Moneys in the Bond Fund will be withdrawn and used to pay the principal and interest with respect to the 2014 Bonds and any Additional Bonds executed and delivered under the Indenture as the same become due and payable. If on any date the moneys on deposit in the Bond Fund are insufficient to pay all of the principal and interest with respect to the 2014 Bonds or any Additional Bonds executed and delivered under the Indenture which are due and payable on such date, such moneys will be used to pay such principal and interest with respect to the 2014 Bonds and any such Additional Bonds entitled to receive principal or interest with respect to such date in the manner provided in the Indenture. See "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - THE INDENTURE - Application of Moneys" in Appendix B. AVAILABLE SOURCES FOR PAYMENT OF INSTALLMENT PAYMENTS GENERAL The County may pay its Installment Payments from any source of funds available to it in each year and appropriated therefor during the term of the Contract. 11 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 17 GENERAL FUND REVENUES The County's general fund revenues for the Fiscal Year ended June 30, 2013 were $272,518,932. The County's general fund revenues for the Fiscal Year ending June 30, 2014 were budgeted at $279,641,525. General fund revenues are derived from various sources including property taxes, which generated approximately 59.5% of the general fund revenues in the County's 2013 adopted budget. For the Fiscal Years ended June 30, 2013 and 2014, the County imposed a property tax per $100 of assessed value of $0.554 and $0.554, respectively. A rate of $.01 per $100 of assessed value in the Fiscal Year ending June 30, 2014 is expected to generate approximately $2.9 million. The General Statutes of North Carolina permit counties to impose property taxes of up to $1.50 per $100 of assessed value for certain purposes without the requirement of a voter referendum. See Appendix A hereto for a description of the uses of the County's general fund revenues for the Fiscal Year ended June 30, 2013. INSTALLMENT PAYMENT SCHEDULE The following schedule sets forth for each Fiscal Year of the County ending June 30 the amount of principal (whether at maturity or pursuant to mandatory prepayment) and interest required to be paid under the Contract with respect to the 2014A Bonds. Totals may not foot due to rounding. 2014A BONDS FISCAL YEAR ENDING .TUNE 30, PRINCIPAL INTEREST 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 TOTAL The following schedule sets forth for each Fiscal Year of the County ending June 30 the amount of principal (whether at maturity or pursuant to mandatory prepayment) and interest required to be paid under the Contract with respect to the 2014B Bonds. Totals may not foot due to rounding. 12 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 18 2014B BONDS FISCAL YEAR ENDING .TUNE 30, PRINCIPAL INTEREST 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 TOTAL CERTAIN RISKS OF 2014 BOND OWNERS LIMITED OBLIGATION OF THE COUNTY If the Installment Payments to be made by the County are insufficient to pay the principal and interest with respect to the 2014 Bonds and any Additional Bonds, as the same become due or, if any other event of default occurs under the Contract, the Trustee may accelerate the 2014 Bonds and all unpaid principal amounts due by the County under the Contract and foreclose on the County's interest in the Mortgaged Property under the Deed of Trust. The Mortgaged Property includes only the Historic Administrative Building and the real property on which that facility is located and any additions, modifications, attachments, replacements and parts thereof. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR ANY BREACH OF THE CONTRACT. THE TAXING POWER OF THE COUNTY 1S NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEYS DUE UNDER THE CONTRACT. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE 2014 BONDS AND ANY ADDITIONAL BONDS UPON A DEFAULT BY THE COUNTY UNDER THE CONTRACT ARE LIMITED TO THOSE OF A SECURED PARTY UNDER THE LAWS OF THE STATE, INCLUDING FORECLOSING ON THE COUNTY'S INTEREST 1N THE MORTGAGED PROPERTY COVERED BY THE DEED OF TRUST. THERE CAN BE NO ASSURANCE THAT THE MONEYS AVAILABLE IN THE FUNDS AND ACCOUNTS HELD BY THE TRUSTEE AND THE PROCEEDS OF ANY SUCH FORECLOSURE WILL BE SUFFICIENT TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST WITH RESPECT TO THE 2014 BONDS AND ANY ADDITIONAL BONDS OUTSTANDING UNDER THE INDENTURE. RISK OF NONAPPROPR1ATION The appropriation of moneys to make the Installment Payments is within the sole discretion of the Board of the County. If the Board fails to appropriate such moneys, the only sources of payment for the 2014 Bonds will be the moneys, if any, available in the respective funds and accounts held by the Trustee under the Indenture and the proceeds of any attempted foreclosure on the County's interest in the Mortgaged Property under the Deed of Trust. 13 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 19 ENVIRONMENTAL RISKS Other than with respect to any environmental concerns discovered during the current renovations, which the County expects would be remedied under the current construction contract, the County is not aware of any recognized environmental concerns with respect to the Mortgaged Property. The County has owned the Mortgaged Property for [1 years, during which time is has always been used only as an office building. The County is required under the Contract to undertake whatever environmental remediation may be required by law. For example, if any portion of the Sites becomes a "Superfund site" under the Comprehensive Environmental Response, Compensation and Liability Act, the federal government may require clean -up and the County may be required to pay all or a part of such clean -up costs. If the County was unable to continue operation of any part of the Mortgaged Property because of environmental contamination of the Mortgaged Property, the value of the Mortgaged Property at foreclosure would be reduced by the cost of any clean -up. Moreover, under the Indenture, the Trustee may refuse to foreclose on any portion of the Mortgaged Property affected by such environmental contamination. VALUE OF COLLATERAL No special appraisal of the Mortgaged Property has been obtained and the amount of proceeds received through foreclosure of the County's interest in the Mortgaged Property will be affected by a number of factors, including (1) the costs and expenses in enforcing the lien and security, (2) the condition of the Mortgaged Property, (3) the occurrence of any damage, destruction, loss or theft of the Mortgaged Property which is not repaired or replaced and for which there are not received or appropriated moneys from insurance policies or any risk management program, (4) problems relating to the paucity of alternative uses of the facilities arising from their design, zoning restrictions, use restrictions, easements and encumbrances on the Mortgaged Property and (5) environmental problems and risks with respect to the Mortgaged Property. NO REPRESENTATION 1S MADE AS TO THE VALUE OF THE COUNTY'S INTEREST IN THE MORTGAGED PROPERTY IN FORECLOSURE. UNINSURED OR UNDERINSURED CASUALTY If, during the term of the Contract, (1) any portion of the Mortgaged Property is destroyed or damaged by fire or other casualty; (2) title to or the temporary or permanent use of any portion of the Mortgaged Property or the estate of the County or the Corporation or its assignee in any portion of the Mortgaged Property is taken under the power of eminent domain by any governmental authority; (3) a material defect in construction of any portion of the Mortgaged Property becomes apparent; or (4) title to or the use of any portion of the Mortgaged Property is lost by reason of a defect in title thereto, then all Net Proceeds are to be applied to the prompt repair, restoration, modification, improvement or replacement of the Mortgaged Property unless (1) the Net Proceeds are less than $500,000 and (2) a County Representative certifies to the Corporation that such Net Proceeds are not necessary to restore the affected portion of the Mortgaged Property to its intended use, in which case the County shall direct the Trustee to deposit such Net Proceeds in the Bond Fund to be applied toward the next payment of principal and interest with respect to the Bonds. OUTSTANDING GENERAL OBLIGATION DEBT OF THE COUNTY The County has general obligation bonds outstanding and may issue additional general obligation bonds and notes in the future. The County has pledged and will pledge its faith and credit and taxing power to the payment of its general obligation bonds and notes issued or to be issued. See the caption "THE COUNTY - DEBT INFORMATION" for a description of the County's outstanding and authorized 14 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 20 but unissued general obligation bonds and notes. FUNDS WHICH MAY OTHERWISE BE AVAILABLE TO PAY INSTALLMENT PAYMENTS OR ADDITIONAL PAYMENTS OR TO MAKE OTHER PAYMENTS TO BE MADE BY THE COUNTY UNDER THE CONTRACT MAY BE SUBJECT TO SUCH FAITH AND CREDIT PLEDGE BY THE COUNTY AND THEREFORE MAY BE REQUIRED TO BE APPLIED TO THE PAYMENT OF ITS GENERAL OBLIGATION INDEBTEDNESS. BANKRUPTCY Under North Carolina law, a local governmental unit such as the County may not file for bankruptcy protection without (1) the consent of the LGC and (2) satisfaction of the requirements of §109(c) of the United States Bankruptcy Code. If the County were to initiate bankruptcy proceedings with the consent of the LGC and satisfy the requirements of 11 U.S.C. § 109(c), the bankruptcy proceedings could have material and adverse effects on holders of the 2014 Bonds, including (a) delay in enforcement of their remedies, (b) subordination of their claims to claims of those supplying goods and services to the County after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings and (c) imposition without their consent of a plan of reorganization reducing or delaying payment of the 2014 Bonds. The effect of the other provisions of the United States Bankruptcy Code on the rights and remedies of the holders of the 2014 Bonds cannot be predicted and may be affected significantly by judicial interpretation, general principles of equity (regardless of whether considered in a proceeding in equity or at law) and considerations of public policy. OTHER INDEBTEDNESS There is no limitation on the County entering into additional contracts which provide for obligations the payment on which is subject to appropriation. See "THE COUNTY - DEBT INFORMATION - Other Long -Term Commitments" herein. THE CORPORATION The Corporation is organized under the North Carolina Nonprofit Corporation Act (N.C.G.S. Chapter 55A -1 et seq., as amended, the "Act ") and is authorized under the Act to carry out the purposes set forth in its articles of incorporation. The Corporation was organized for the purpose of, among other things, assisting the County in carrying out its municipal and governmental functions through the financing, construction, operation, sale or lease of real estate, improvements and facilities such as the Facilities and to enter into agreements with the County and other relevant parties to facilitate such essential projects. Pursuant to its articles of incorporation, the Corporation is empowered to buy, hold, own, sell, assign, mortgage or lease any interest in real estate and personal property in the manner contemplated by the Contract and to construct, maintain and operate improvements thereon necessary or incident to the accomplishment of the purpose of promoting the general welfare of the citizens of the County by assisting the County in carrying out its municipal and governmental functions through the acquisition, construction, operation, sale or lease of real estate and improvements, facilities and equipment for the use and benefit of the general public. The Corporation has no taxing power. The Board of Directors of the Corporation consists of three directors, who serve until their successors are elected following three -year terms. The following individuals are currently serving as (i) the directors of the Corporation and (ii) the officers of the Corporation, as indicated opposite their respective names: Woody White President Lisa Wurtzbacher Treasurer Chris Coudriet Secretary 15 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 21 The officers and directors of the Corporation presently serve without compensation. The Corporation has no assets or employees. All officers and directors of the Corporation are employees of the County. 1_Y_ I XV- 1111IYU1 [TO BE INSERTED] LEGAL MATTERS LITIGATION No litigation is now pending or, to the best of the County's knowledge, threatened, against or affecting the County which seeks to restrain or enjoin the authorization, execution or delivery of the 2014 Bonds or which contests the County's creation, organization or corporate existence, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the County's authorization, execution and delivery of the Contract, or the County's authority to carry out its obligations thereunder or which would have a material adverse impact on the County's condition, financial or otherwise. In addition, no litigation is now pending or, to the best of the Corporation's knowledge, threatened, against or affecting the Corporation which seeks to restrain or enjoin the authorization, execution or delivery of the 2014 Bonds or Contract or which contests the validity or the authority or proceedings for the adoption, authorization, execution or delivery of the 2014 Bonds or the Corporation's creation, organization or corporate existence, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the Corporation's authorization, execution or delivery of the 2014 Bonds, the Indenture or the Contract, or the Corporation's authority to carry out its obligations thereunder. CONTINGENT LIABILITIES The County is not aware of any contingent liabilities which, in the opinion of the County Attorney, would materially adversely affect the County's ability to meet its financial obligations. OPINIONS OF COUNSEL Legal matters related to the execution, sale and delivery of the 2014 Bonds are subject to the approval of, and Parker Poe Adams & Bernstein LLP, Bond Counsel. The opinion of Parker Poe Adams & Bernstein LLP, as Bond Counsel, substantially in the form set forth in Appendix C hereto, will be delivered at the time of the delivery of the 2014 Bonds. Certain legal matters will be passed on for the County by Wanda Copley, Esq.; for the Corporation by its counsel, Parker Poe Adams & Bernstein LLP; and for the Underwriter by its counsel, Pillsbury Winthrop Shaw Pittman LLP. Parker Poe Adams & Bernstein LLP is serving as Bond Counsel to the County and, from time to time it and Pillsbury Winthrop Shaw Pittman LLP, counsel to the Underwriter, have represented the Underwriter as counsel in other financing transactions. Neither the County nor the Underwriter have conditioned the future employment of either of these firms in connection with any proposed financing issues for the County or for the Underwriter on the successful execution and delivery of the 2014 Bonds. 16 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 22 TAX TREATMENT THE 2014A BONDS General. On the date of execution and delivery of the 2014A Bonds, Parker Poe Adams & Bernstein LLP ( "Bond Counsel ") will render an opinion that, under existing law (1) assuming compliance by the County with certain provisions of the Internal Revenue Code of 1986, as amended (the "Code "), (a) the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds is excludable from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and (2) the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds is exempt from State of North Carolina income taxation. The interest on the 2014A Bonds will be taken into account in determining adjusted current earnings of certain corporations (as defined for federal income tax purposes) and such corporations are required to include in the calculation of federal alternative minimum taxable income 75% of the excess of such corporation's adjusted current earnings over its federal alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The Code imposes various restrictions, conditions and requirements relating to the exclusion of interest on obligations, such as the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds, from gross income for federal income tax purposes, including, but not limited to, the requirement that the County rebate certain excess earnings on proceeds and amounts treated as proceeds of the 2014A Bonds to the United States Treasury, restrictions on the investment of such proceeds and other amounts, and restrictions on the ownership and use of the facilities financed or refinanced with proceeds of the 2014A Bonds. The foregoing is not intended to be an exhaustive listing of the post- issuance tax compliance requirements of the Code, but is illustrative of the requirements that must be satisfied by the County subsequent to execution and delivery of the 2014A Bonds to maintain the excludability of the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds from gross income for federal income tax purposes. Bond Counsel's opinion is given in reliance on certifications by representatives of the County as to certain facts material to the opinion and the requirements of the Code. The County has covenanted in the Contract to comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the 2014A Bonds in order that the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds be, or continue to be, excludable from gross income for federal income tax purposes. The opinion of Bond Counsel assumes compliance by the County with such covenants, and Bond Counsel has not been retained to monitor compliance by the County with such covenants subsequent to the date of execution and delivery of the 2014A Bonds. Failure to comply with certain of such requirements may cause the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the 2014A Bonds. No other opinion is expressed by Bond Counsel regarding the federal tax consequences of the ownership of or the receipt or accrual of the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds. If the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds subsequently becomes included in gross income for federal income tax purposes due to a failure by the County to comply with any requirements described above, the County is not required to prepay the 2014A Bonds or to pay any additional interest or penalty. 17 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 23 The Internal Revenue Service ( "IRIS "') has established an ongoing program to audit tax- exempt obligations to determine whether interest on such obligations is includible in gross income for federal income tax purposes. Bond Counsel cannot predict whether the IRS will commence an audit of the 2014A Bonds. Prospective purchasers and owners of the 2014A Bonds are advised that, if the IRS does audit the 2014A Bonds, under current IRS procedures, at least during the early stages of an audit, the IRS will treat the County as the taxpayer, and the owners of the 2014A Bonds may have limited rights, if any, to participate in such audit. The commencement of an audit could adversely affect the market value and liquidity of the 2014A Bonds until the audit is concluded, regardless of the ultimate outcome. Prospective purchasers of the 2014A Bonds should be aware that ownership of the 2014A Bonds and the accrual or receipt of the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property or casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain Subchapter S Corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the 2014A Bonds. Bond Counsel does not express any opinion as to any such collateral tax consequences. Prospective purchasers of the 2014A Bonds should consult their own tax advisors as to the collateral tax consequences. Proposed legislation is considered from time to time by the United States Congress that, if enacted, would affect the tax consequences of owning the 2014A Bonds. No assurance can be given that any future legislation, or clarifications or amendments to the Code, if enacted into law, will not contain provisions which could cause the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds to be subject directly or indirectly to federal or State of North Carolina income taxation, adversely affect the market price or marketability of the 2014A Bonds or otherwise prevent the owners of the 2014A Bonds from realizing the full current benefit of the status of the portion of the Installment Payments designated and paid as interest with respect to the 2014A Bonds. Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel's professional judgment based on Bond Counsel's review of existing law, and in reliance on the representations and covenants that Bond Counsel deems relevant to such opinion. Bond Counsel's opinion expresses the professional judgment of the attorneys rendering the opinion regarding the legal issues expressly addressed therein. By rendering its opinion, Bond Counsel does not become an insurer or guarantor of the result indicated by that expression of professional judgment, of the transaction on which the opinion is rendered, or of the future performance of the County, nor does the rendering of such opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Original Issue Discount. As indicated on the inside cover page, the 2014A Bonds maturing on June 1, 20 (collectively, the "OID Bonds "), are being sold at initial offering prices which are less than the principal amount payable at maturity. Under the Code, the difference between (a) the initial offering price to the public (excluding bond houses and brokers) at which a substantial amount of each maturity of the OID Bonds is sold and (b) the principal amount payable at maturity of such OID Bonds, constitutes original issue discount treated as interest which will be excluded from the gross income of the owners of such OID Bonds for federal income tax purposes. 18 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 24 In the case of an owner of the OID Bond, the amount of original issue discount on such OID Bond is treated as having accrued daily over the term of such OID Bond on the basis of a constant yield compounded at the end of each accrual period and is added to the owner's cost basis of such OID Bond in determining, for federal income tax purposes, the gain or loss upon the sale, prepayment or other disposition of such OID Bond (including its sale, prepayment or payment at maturity). Amounts received upon the sale, prepayment or other disposition of an OID Bond which are attributable to accrued original issue discount on such OID Bonds will be treated as interest exempt from gross income, rather than as a taxable gain, for federal income tax purposes, and will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on corporations and individuals. However, it should be noted that with respect to certain corporations (as defined for federal income tax purposes), a portion of the original issue discount that accrues to such corporate owners of an OID Bond in each year will be taken into account in determining the adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on such corporations and may result in other collateral federal income tax consequences for certain taxpayers in the year of accrual. Consequently, corporate owners of an OID Bond should be aware that the accrual of original issue discount on any OID Bond in each year may result in a federal alternative minimum tax liability or other collateral federal income tax consequences, even though such corporate owners may not have received any cash payments allocable to such original issue discount in such year. Original issue discount is treated as compounding semiannually (which yield is based on the initial public offering price of such OID Bond) at a rate determined by reference to the yield to maturity of each individual OID Bond. The amount treated as original issue discount on an OID Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such OID Bond (determined by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such OID Bond at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of interest payable on such OID Bond during the particular accrual period. The tax basis is determined by adding to the initial public offering price on such OID Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior accrual periods. If an OID Bond is sold between semiannual compounding dates, original issue discount which would have accrued for that semiannual compounding period for federal income tax purposes is to be allocated in equal amounts among the days in such compounding period. The Code contains additional provisions relating to the accrual of original issue discount in the case of owners of the OID Bonds who subsequently purchase any OID Bonds after the initial offering or at a price difference from the initial offering price during the initial offering of the 2014A Bonds. Owners of OID Bonds should consult their own tax advisors with respect to the precise determination for federal and state income tax purposes of the amount of original issue discount accrued upon the sale, prepayment or other disposition of an OID Bond as of any date and with respect to other federal, state and local tax consequences of owning and disposing of an OID Bond. It is possible that under the applicable provisions governing the determination of state or local taxes, accrued original issue discount on an OID Bond may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment attributable to such original issue discount until a later year. Original Issue Premium. As indicated on the inside cover page, the 2014A Bonds maturing on June 1, 20 (collectively, the "Premium Bonds "), are being sold at initial offering prices which are in excess of the principal amount payable at maturity. The difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of the Premium Bonds is sold and (b) the principal amount payable at maturity of such Premium Bonds constitutes original issue premium, which original issue premium is not deductible for federal income tax purposes. In the case of an owner of a Premium Bond, however, the amount of the original issue premium which is treated as having accrued over the term of such Premium Bond is reduced from the owner's cost basis of such Premium Bond in determining, for federal income tax purposes, the taxable gain or loss upon the sale, 19 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 25 redemption or other disposition of such Premium Bond (whether upon its sale, redemption or payment at maturity). Owners of Premium Bonds should consult their tax advisors with respect to the determination, for federal income tax purposes, of the "adjusted basis" of such Premium Bonds upon any sale or disposition and with respect to any state or local tax consequences of owning a Premium Bond. THE 2014B BONDS General. On the date of initial execution and delivery of the 2014B Bonds, Bond Counsel will render an opinion that, under existing law, the portion of the Installment Payments designated and paid as interest with respect to the 2014B Bonds will be taxable as ordinary income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other federal income tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest with respect to, the 2014B Bonds. Set forth below is a general summary of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the 2014B Bonds. Such summary does not address every aspect of the federal income tax laws that may be relevant to prospective purchasers of 2014B Bonds in light of their personal investment circumstances or to certain types of owners subject to special treatment under the federal income tax laws (for example, banks and life insurance companies) and is generally limited to investors who will hold 2014B Bonds as capital assets within the meaning of Section 1221 of the Code. In addition, this summary does not address alternative minimum tax issues or the indirect consequences to a holder of an equity interest in a prospective purchaser. Accordingly, prospective purchasers of the 2014B Bonds should consult their own tax advisors regarding federal, state, local, foreign and any other tax consequences with respect to the purchase, ownership and disposition of the 2014B Bonds in their own particular circumstances. Such summary is based on the provisions of the Code, as amended, the Treasury Regulations thereunder, and published rulings and court decisions in effect as of the date hereof, all of which are subject to change, possibly retroactively. No ruling on any of the issues summarized below has been or will be sought from the IRS, and no assurance can be given that the IRS will not take contrary positions and will not prevail with such positions. Prospective purchasers of the 2014B Bonds should be aware that the acquisition, ownership or disposition of, and the accrual or receipt of interest with respect to, the 2014B Bonds may result in collateral federal income tax liability consequences to certain taxpayers as well as any tax consequences that may arise under the laws of any state, local or foreign jurisdiction. The extent of such other collateral tax consequences will depend upon the owner's particular tax status or other items of income or deduction and prospective purchasers of the 2014B Bonds, particularly prospective purchasers that are dealers in securities or currencies, traders in securities, persons holding 2014B Bonds as a hedge, straddle, conversion or other integrated transaction for federal income tax purposes, insurance companies, financial institutions, tax - exempt organizations and United States holders whose functional currency is not United States dollars, should consult their own tax advisors as to the collateral tax consequences of acquiring, owning or disposing of, and the accrual or receipt of interest with respect to, the 2014B Bonds. Bond Counsel expresses no opinion regarding any such collateral tax consequences. The Code requires debt obligations, such as the 2014B Bonds, to be issued in registered form and denies certain benefits to the issuer and the holders of debt obligations failing such registration requirement. Such registration requirement with respect to the 2014B Bonds is expected to be satisfied. Subject to certain exceptions, the portion of the Installment Payments designated and paid as interest to the owners of 2014B Bonds will be reported to the IRS. Such information will be filed each year with the IRS on Form 1099 (or such other applicable form), which reflects the name, address and taxpayer identification number of each registered owner of the 2014B Bonds. A copy of Form 1099 (or such other applicable form) will be sent to each registered owner of the 2014B Bonds for federal income tax reporting purposes. 20 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 26 Tax Classification of'2014B Bonds. Bond Counsel is of the opinion that, under existing law, the 2014B Bonds will be treated for federal income tax purposes as indebtedness, and the portion of the Installment Payments designated and paid as interest with respect to the 2014B Bonds will be included in the income of the owner as it is paid (or, if the owner is an accrual method taxpayer, as it is accrued) as interest. Market Discount. The resale of any 2014B Bond by any owner of such 2014B Bond may be affected by the "market discount" provisions of the Code. For such purpose, the market discount on any 2014B Bond will generally be equal to the amount, if any, by which the stated prepayment price at maturity of such 2014B Bond immediately after its acquisition by such owner exceeds such owner's adjusted tax basis in such 2014B Bond. Subject to a de minimis exception, such market discount provisions generally require an owner of a 2014B Bond which is acquired by such owner at a market discount to treat any payment on, or any gain recognized on the sale, exchange, prepayment or other disposition of, such 2014B Bond as ordinary income to the extent of any "accrued market discount" on such 2014B Bond which has not previously been included in income at the time of sale or other disposition by such owner. In general, any market discount on 2014B Bond will be treated as accruing on a straight -line basis over the term of such 2014B Bond, or, at the election of the owner of such 2014B Bond, under a constant yield method. Prospective purchasers of 2014B Bonds should consult their own tax advisors as to the tax consequences of acquiring, owning or disposing of, and the accrual or receipt of interest with respect to, 2014B Bonds acquired at a market discount. Premium. If a 2014B Bond is purchased by an owner at a premium, the owner may be entitled to amortize such premium as an offset to interest income (with a corresponding reduction in the owner's basis) under a constant yield method over the term of the 2014B Bond if an election under Section 171 of the Code is made or is previously in effect. Sale of 2014B Bonds. If a 2014B Bond is sold or prepaid, the seller will recognize gain or loss equal to the difference between the amount realized on the sale or prepayment and the seller's adjusted basis in the 2014B Bond. Such adjusted basis generally will equal the cost of the 2014B Bond to the seller, increased by any market discount included in the seller's gross income and decreased by any payments on the 2014B Bond. Except with respect to market discount, gain or loss recognized on a sale, exchange or prepayment of a 2014B Bond will generally give rise to capital gain or loss if the 2014B Bond is held as a capital asset and will be long -term if the holding period is more than one year. The holding period analysis may be affected by the determination of whether the 2014B Bonds are treated as a single debt instrument or a series of debt instruments and prospective purchasers are especially encouraged to consult with their own tax advisers on this subject. Foreign Investors. Generally, payments of the portion of the Installment Payments designated and paid as interest with respect to the 2014B Bonds to an owner of 2014B Bonds that is a nonresident alien individual, foreign corporation or other non - United States person (a `foreign person ") not engaged in a trade or business within the United States will not be subject to federal income or withholding tax if such foreign person complies with certain identification requirements (including the delivery of a statement, signed by such owner under penalty of perjury, certifying that such owner is a foreign person and providing the name and address of such owner). Foreign investors should consult their own tax advisors regarding the potential imposition of withholding taxes. The summary herein assumes that the owners of the 2014B Bonds are not foreign persons. Special rules may apply to foreign persons with respect to the information reporting requirements and withholding taxes and foreign persons should consult their tax advisors with respect to the application of such reporting requirements and withholding taxes. Backup Withholding. Payments made to an owner with respect to the 2014B Bonds and proceeds from the sale of the 2014B Bonds will ordinarily not be subject to withholding of federal income tax if 21 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 27 such owner is a United States person. However, even a United States person will be subject to withholding of such tax at a rate of 28% under certain circumstances. Except in the case of certain "exempt payees" as defined in the Code, such backup withholding will generally be applicable if an owner (1) fails to furnish to the Trustee such owner's social security number or other taxpayer identification number (collectively, "TIN"), (2) furnishes the Trustee an incorrect TIN, (3) fails to report properly interest, dividends or other "reportable payments" as defined in the Code, or (4) under certain circumstances, fails to provide the Trustee with a certified statement, signed under penalty of perjury, that the TIN provided to the Trustee is correct and that such owner is not subject to backup withholding. State Taxation of 2014B Bonds. Bond Counsel is further of the opinion that, under existing law, the portion of the Installment Payments designated and paid as interest with respect to the 2014B Bonds is exempt from State of North Carolina income taxation. Circular 230. UNDER 31 C.F.R. PART 10, THE REGULATIONS GOVERNING PRACTICE BEFORE THE IRS (CIRCULAR 230), BOND COUNSEL IS REQUIRED TO INFORM YOU THAT THIS DISCUSSION OF TAX TREATMENT OF 'IHE 2014B BONDS: (1) IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY ANY PROSPECTIVE PURCHASER OF THE 2014B BONDS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE CODE, AND (2) IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE 2014B BONDS AND THE TRANSACTIONS DESCRIBED HEREIN. EACH PROSPECTIVE PURCHASER OF THE 2014B BONDS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES WITH RESPECT TO THE 2014B BONDS. CONTINUING DISCLOSURE The County agrees in the Contract, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC "), to provide to the MSRB: (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2014, the audited financial statements of the County for the preceding Fiscal Year, if available, prepared in accordance with Section 159 -34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the County for such Fiscal Year to be replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; (2) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2014, (a) the financial and statistical data as of a date not earlier than the end of the preceding Fiscal Year for the type of information included under the captions "THE COUNTY — DEBT INFORMATION" and "— TAX INFORMATION" (including subheadings thereunder) (excluding any information on overlapping or underlying units) and (b) the combined budget of the County for the current Fiscal Year, to the extent such items are not included in the audited financial statements referred to in paragraph (1) above (3) in a timely manner not in excess of 10 Business Days after the occurrence of the event, notice of any of the following events with respect to the 2014 Bonds: 22 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 28 (a) principal and interest payment delinquencies; (b) non - payment related defaults, if material; (c) unscheduled draws on debt service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting financial difficulties; (e) substitution of any credit or liquidity providers, or their failure to perform; (f) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material events affecting the tax status of the 2014 Bonds; (g) modifications of the rights of the Beneficial Owners of the 2014 Bonds, if material; (h) call of any of the 2014 Bonds, if material, and tender offers; (i) defeasance of any of the 2014 Bonds; 0) release, substitution, or sale of any property securing repayment of the 2014 Bonds, if material; (k) rating changes; (1) bankruptcy, insolvency, receivership or similar event of the County; (m) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to such actions, other than pursuant to its terms, if material; and (n) appointment of a successor or additional trustee or the change of name of a trustee, if material; and (4) in a timely manner, notice of a failure of the County to provide required annual financial information described in (1) or (2) above on or before the date specified. The County agrees in the Contract that its undertaking described above is intended to be for the benefit of the Owners and the beneficial owners of the 2014 Bonds and is enforceable by the Trustee or by any of them, including an action for specific performance of the County's obligations described above, but a failure to comply will not be an Event of Default under the Contract and will not result in acceleration of the principal component of Installment Payments. An action must be instituted, had and maintained in the manner provided in the Contract for the benefit of all of the Owners and beneficial owners of the 2014 Bonds. 23 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 29 The County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County, but: (1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, would have complied with the requirements of the Rule as of the date of this Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; and (3) any such modification does not materially impair the interest of the Owners or the beneficial owners, as determined by nationally recognized bond counsel or by the approving vote of the Owners of a majority in principal amount of the 2014 Bonds pursuant to the Indenture as may be amended from time to time. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. All documents provided to the MSRB as described above are to be provided in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by transmitting those documents or notices in a manner subsequently required by the SEC in lieu of the manner described above. The provisions of this section terminate on payment, or provision having been made for payment in a manner consistent with the Rule, in full of the principal of and interest with respect to the 2014 Bonds. The County has not knowingly failed to comply with its previous continuing disclosure obligations; however, since 2008, the rating agencies have periodically downgraded the long -term and short-term ratings of municipal bond insurers several times without giving notice of such downgrades to the County. The County has learned of some downgrades through general media sources and, when it did so, filed the appropriate material event notice related to such ratings downgrades to the extent they are applicable to the County's indebtedness; however, it is possible that the County either was unaware of a downgrade or did not learn of a downgrade in order to file a notice in a timely fashion. UNDERWRITING PNC Capital Markets LLC (the "Underwriter ") has agreed to purchase the 2014A Bonds at a purchase price that reflects an Underwriters' discount of $ . The Underwriter is committed to take and pay for all of the 2014A Bonds if any are taken. The Underwriter may offer and sell the 2014A Bonds to certain dealers (including dealers depositing the 2014 Bonds into investment trusts) and others at prices different from the initial public offering prices stated on the inside cover page hereof. The public offering prices may be changed from time to time by the Underwriter. The Underwriter has agreed to purchase the 2014B Bonds at a purchase price that reflects an Underwriters' discount of $ . The Underwriter is committed to take and pay for all of the 2014B Bonds if any are taken. The Underwriter may offer and sell the 2014 Bonds to certain dealers (including dealers depositing the 2014B Bonds into investment trusts) and others at prices different from the initial 24 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 30 public offering prices stated on the inside cover page hereof The public offering prices may be changed from time to time by the Underwriter. RATINGS Moody's Investors Service, Inc. ( "Moody's ") and Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business ( "S&P "), have assigned independent underlying ratings of " " and " " respectively, to the 2014 Bonds. Such ratings reflect only the view of Moody's and S &P at the time the ratings were given, and neither the County nor the Underwriter makes any representations as to the appropriateness of such ratings. The ratings are not a recommendation to buy, sell or hold the 2014 Bonds and should be evaluated independently. There is no assurance that such ratings will not be withdrawn or revised downward by Moody's or S &P. Any such action may have an adverse effect on the market price of the 2014 Bonds. Neither the County nor the Underwriter has undertaken any responsibility after the execution and delivery of the 2014 Bonds to assure maintenance of the ratings or to oppose any such revision or withdrawal. An explanation of the significance of the rating given by Moody's may be obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, (212) 553 -0300, and an explanation of the significance of the rating given by S &P may be obtained from S &P at 55 Water Street, New York, New York 10041, (212) 438 -2124. MISCELLANEOUS All quotations from and summaries and explanations of the Contract, the Deed of Trust and the Indenture contained herein or in Appendix B hereto do not purport to be complete, and reference is made to such documents for full and complete statements of their respective provisions. The Appendices attached hereto are a part of this Official Statement. The information contained in this Official Statement has been compiled or prepared from information obtained from the County and other sources deemed to be reliable and, although not guaranteed as to completeness or accuracy, is believed to be correct as of this date. Any statements involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement has been duly authorized by the Board of Commissioners of the County. 25 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 31 APPENDIX A FINANCIAL INFORMATION CONCERNING THE COUNTY OF NEW HANOVER, NORTH CAROLINA A -1 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 32 APPENDIX B SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 33 APPENDIX C • /]�/3.y C -1 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 34 APPENDIX D BOOK -ENTRY ONLY SYSTEM Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 35 APPENDIX D BOOK -ENTRY ONLY SYSTEM The Depository Trust Company a subsidiary of The Depository Trust & Clearing Corporation 1. The Depository Trust Company ( "DTC "), New York, NY, will act as securities depository for the 2014 Bonds (the "2014 Bonds "). The 2014 Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered bond will be issued for the 2014 Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2014 BONDS, AS DTC's PARTNERSHIP NOMINEE, REFERENCE HEREIN TO THE OWNERS OR REGISTERED OWNERS OF THE 2014 BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE 2014 BONDS. 2. DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" 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. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of the 2014 Bonds. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has Standard & Poor's a rating of AA +. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 3. Purchases of 2014 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2014 Bonds on DTC's records. The ownership interest of each actual purchaser of the 2014 Bonds ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests with respect to the 2014 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive bonds representing their ownership interests in 2014 Bonds, except in the event that use of the book -entry system for the 2014 Bonds is discontinued. 4. To facilitate subsequent transfers, all 2014 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may D -1 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 36 be requested by an authorized representative of DTC. The deposit of 2014 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2014 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2014 Bonds arc credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2014 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2014 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2014 Bonds may wish to ascertain that the nominee holding the 2014 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the 2014 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2014 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts 2014 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). BECAUSE DTC IS TREATED AS THE OWNER OF THE 2014 BONDS FOR SUBSTANTIALLY ALL PURPOSES UNDER THE T AGREEMENT, BENEFICIAL OWNERS MAY HAVE A RESTRICTED ABILITY TO INFLUENCE IN A TIMELY FASHION REMEDIAL ACTION OR THE GIVING OR WITHHOLDING OF REQUESTED CONSENTS OR OTHER DIRECTIONS. IN ADDITION, BECAUSE THE IDENTITY OF BENEFICIAL OWNERS IS UNKNOWN TO THE COMMISSION, TO THE COUNTY, TO DTC OR TO THE TRUSTEE, IT MAY BE DIFFICULT TO TRANSMIT INFORMATION OF POTENTIAL INTEREST 'f0 BENEFICIAL OWNERS IN AN EFFECTIVE AND TIMELY MANNER. BENEFICIAL OWNERS SHOULD MAKE APPROPRIATE ARRANGEMENTS WITH THEIR BROKER OR DEALER REGARDING DISTRIBUTION OF INFORMATION REGARDING THE 2014 BONDS THAT MAY BE TRANSMITTED BY OR THROUGH DTC. 8. Redemption proceeds, distributions, and dividend payments on the 2014 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, the County or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the Trustee's responsibility, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. THE COMMISSION AND THE COUNTY CANNOT AND DO D -2 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 37 NOT GIVEASSURANCE'r A'f DIRECT AND INDIRECT PARTICIPANTS WILL PROMPTLY TRANSFER PAYMENTS TO BENEFICIAL OWNERS. 9. A Beneficial Owner shall give notice to elect to have its 2014 Bonds purchased or tendered, through its Participant, to the Remarketing Agent, and shall effect delivery of such 2014 Bonds by causing the Direct Participant to transfer the Participant's interest in the 2014 Bonds, on DTC's records, to the Remarketing Agent. The requirement for physical delivery of 2014 Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the 2014 Bonds are transferred by Direct Participants on DTC's records and followed by a book -entry credit of tendered 2014 Bonds to the Remarketing Agent's DTC account. 10. DTC may discontinue providing its services as depository with respect to the 2014 Bonds at any time by giving reasonable notice to the Commission, the County and the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2014 Bond certificates are required to be printed and delivered. 11. The Commission or the County may decide to discontinue use of the system of book - entry -only transfers through DTC (or a successor securities depository). In that event, 2014 Bond certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources the Commission and the County believe to be reliable, but the Commission and the County take no responsibility for the accuracy thereof. THE COMMISSION, THE COUNTY AND THE TRUSTEE HAVE NO RESPONSIBILITY OR OBLIGATION TO DTC, THE DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT, OR THE MAINTENANCE OF ANY RECORDS; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE 2014 BONDS, OR THE SENDING OF ANY TRANSACTION STATEMENTS; (3) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE INDENTURE TO BE GIVEN TO OWNERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS UPON ANY PARTIAL PREPAYMENT OF 'I'HE 2014 BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF THE 2014 BONDS, INCLUDING ANY ACTION TAKEN PURSUANT TO AN OMNIBUS PROXY. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources the Commission and the County believe to be reliable, but the Commission and the County take no responsibility for the accuracy thereof. D -3 5013069350 Board of Commissioners - April 21, 2014 ITEM: 4 - 6 - 38 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 CONSENT DEPARTMENT: PRESENTER(S): Ruth A. Haas, Museum Director CONTACT(S): Ruth A. Haas SUBJECT Approval of Seven Donations for Accession into the Museum's Permanent Collection BRIEF SUMMARY: The Museum collects objects pertaining to the history, science, and cultures of the Lower Cape Fear region. Submitted for approval are seven donations to be added to the Museum's permanent collection. Donations are carefully documented. The Curator reviews each item's provenance, condition, relevance to the collection, potential for exhibition, and room required for storage. A report on each object is reviewed carefully by the Director and Collections Committee. The objects presented have passed this scrutiny and were approved by the Museum Advisory Board meeting of March 19, 2014. Each item offered has a special story to preserve. From a 1970s plastic souvenir bank from a local Esso gas station, to silverware used at the Cape Fear Hotel in the 1960s, to a mid -20th century portable hair dryer, the objects document 300 years of the region's stories. STRATEGIC PLAN ALIGNMENT: Intelligent Growth and Economic Development • Enhance and add recreational, cultural and enrichment amenities RECOMMENDED MOTION AND REQUESTED ACTIONS: Accept seven donations of regional artifacts into the Cape Fear Museum Permanent Collection. ATTACHMENTS: Accession Chart COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 5 p 0 0 N N d ro 0 0 P� 0 U i-i Li O O p 0 0 N N d ro 0 0 P� 0 U i-i Li O O P 0 0 N N d ro 0 0 P� 0 U i-i Li O O missioners - April 21, 2014 TEM: 5 - 1 - 3 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 14161010 11011111 DEPARTMENT: PRESENTER(S): Ruth A. Haas, Museum Director CONTACT(s): Ruth A. Haas SUBJECT: Approval of 38 Items to be Deaccessioned from the Museum Collection I H N IMWind I►9 L11 11411T Museum staff and the Museum Advisory Board have been diligently culling items from the permanent collection that have no relevant provenance, are in very poor condition, or are duplicates of better examples. This process is a recommended step in effective collections management. The items recommended for deaccession have all been reviewed by the Curator, Director, Collections Committee, and Museum Advisory Board. Recommendations for disposition are also provided. (Items identified for destruction are because they are in such poor and deteriorating condition they have no value.) Most items are identified for public auction, a procedure which removes the sale from immediate conflict of interest with the Museum. Income earned from items sold at auction goes into a restricted account used to purchase new artifacts for the collection or to conserve objects already in the collection. An object may also be recommended for transfer to another collecting institution. Intelligent Growth and Economic Development • Enhance and add recreational, cultural and enrichment amenities RECOMMENDED MOTION AND REQUESTED ACTIONS: Accept the recommendation of the Museum Advisory Board to deaccession 38 items identified on the attached list for deaccession from the Museum's Permanent Collection. ATTACHMENTS: Deaccession Chart COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 6 ITEM: 6 -1 -1 �zo 0 0 O O U U U N C N O > CA �s � C�j U � � N :1 4` r cd cd U� - CA O C�j 0 U O 1s 0 cz Or-1 C�j H C�j�+ o� C�j 5C't � N Si1 it O T. N �`, ❑ O �, O cd cd O V � 00 vO M ITEM: 6 -1 -1 ITEM: 6 - 1 - 2 R ITEM: 6 - 1 - 3 M O N N �^ O U a a� a� � o U C�j : U a N � N O � N U N Cd CA �C�j cd O U CA Cd �. Cd N � -- N U Cd N O C�j CA C� Ski >~. O Cd Cd N p Cd cz U N cz O U O f O A p 4 i a) C�j W N N .= CA u .. t ", W �, Cj CJ j CA CA .��r i�—yi kli0 •��r C�j .� 00 (� O bx fi 1 WO E Y ( • k �. C gz • OFti Fti i-I .. I � � F,•y � �6�� Vl F,•H i-I �--I h .S �Ul 0 Ln Ln V 00 O ITEM: 6 - 1 - 4 ITEM: 6 - 1 - 5 a� � U O pJ N U U O O O O O cd v) C/) U U C O N V ^I N ^I N ^I N N O '.O O � �^ N U � N CJ U bJJ � C�j U U � O � O N N � cz —� �. pi x j 0 C7 Q z x O w x T C/1 cd { , cd vhrylJ1 i•I` -� ---III �� "� , i•I-� ---III � � r��Y��P \�""�� ���yl . rl cn 0 V 00 z a\ a\ ITEM: 6 - 1 - 5 ITEM: 6 - 1 - 6 G ITEM: 6 - 1 - 7 m ITEM: 6 - 1 - 8 oc 0 0 0 N N N p O p O p O C CA �� 'fit �� C o N '.O N O s, CJ `' O cij h cz u C) O O I 0 ° � o 0 Ln Ln N ITEM: 6 - 1 - 8 oc ITEM: 6 - 1 - 9 P% NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 CONSENT DEPARTMENT: PRESENTER(S): Michelle Harrell, Collector of Revenue CONTACT(S): Michelle Harrell SUBJECT Approval of March 2014 Tax Collection Reports BRIEF SUMMARY: Tax collection reports for the month of March 2014 are submitted for approval. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Approve the reports. ATTACHMENTS: March 2014 Collection Report March 2014 Fire District Collection Report COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 7 wt ri O N t v i m O O Q. 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N 00 L o d 0) 0) 00 Rt d (6 C Rt l0 O 00 p� O r` r` N 00 M c-I L c-I N M LfI N Ln 00 d r` 4' Ln r-1 M N c-I l0 l0 M M 00 c I M O N -:I- W ri 0l 00 ri Rzj: Ln ri 76 00 O r, Ln M r-1 O F O Ln Ln c I c I M N 00 l0 c-I c-I c-I (:,l (6 O N rMi M G/ 0) N 00 ri ri ri l0 W 6) f6 00 m N � O 0 � O > � 6) N 0 E v O � a Q i0 t4 C N to O ate+ m L Ln Q Q U 0 O N 6) 6) x O O m E E Q \ 0 U N N O 6) — ++ 6) — 3 L Q Q H U O U N M N N c-I qj)-I N Ln M Ol M qj)-I ri c-I O O Ol qj)-I r` Ol N rM qj)-I G/ v G/ O U G/ G/ i D N ri O N M O O N R G/ i .O a Board of Commissioners - April 21, 2014 ITEM: 7 - 2 - 1 M Ln M Ol .l qj)-I c-I r` Ol Ln Ol YA qj)-I ri c-I O O 0) qj)-I Oq Ln r- 0' M qj)-I G/ v G/ O U G/ G/ i D O N l0 �t r` O r` Ln r` 00 10 10 N r` O l0 ri Ln m r, w N Rzj 00 LLrrI M Cl O Ln M ri M N 00 r` Ol r` E O U r, Ln �o oo FZ o Rzj: Rzj: 00 OR O Rzj: Rzj: O O r-I r-I 00 O M V) Ln Ln l0 p N 00 Ln O r` O r` Ln M 00 U RZF N N cr c-I c-I S N N Ln `-' l0 ri ri O O M M O to FZ r` O O O m Rt Ln >' r` Ln N 06 M 6 >_ ri Ol N M r-1 l0 N ri 00 N M v N CL c-I 00 c-I l0 0 0) 00 00 a- 76 C O L d O Rt l0 O 00 O N r` r` N 00 M c-I c-I N M LfI N Ln 00 O r` 4' Ln r-1 M N c-I l0 l0 M M LU W 76 G/ 6) O m N � O 0 � O > 6) N 0 E J Q +� U N to O ate+ Ln Q Q H U O Board of Commissioners - April 21, 2014 ITEM: 7 - 2 - 1 M Ln M Ol .l qj)-I c-I r` Ol Ln Ol YA qj)-I ri c-I O O 0) qj)-I Oq Ln r- 0' M qj)-I G/ v G/ O U G/ G/ i D NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 CONSENT DEPARTMENT: PRESENTER(S): Cam Griffin, Budget Director CONTACT(S): Cam Griffin SUBJECT Adoption of Budget Amendments BRIEF SUMMARY: The following budget amendments amend the annual budget ordinance for the fiscal year ending June 30, 2014: 14 -070 Health 14 -071 Department of Social Services STRATEGIC PLAN ALIGNMENT: Strong Financial Performance • Control costs and manage to the budget RECOMMENDED MOTION AND REQUESTED ACTIONS: Adoption of the ordinances for the budget amendments listed. ATTACHMENTS: B/A 14 -070 B/A 14 -071 COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 8 AGENDA: April 21, 2014 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2014 BUDGET BY BUDGET AMENDMENT 14 - 070 BE IT ORDAINED by the Board of County Commissioners of New Hanover County, North Carolina, that the following Budget Amendment 14 -070 be made to the annual budget ordinance for the fiscal year ending June 30, 2014. Section 1: Details of Budget Amendment Strategic Focus Area: Superior Public Health, Safety and Education Strategic Objective(s): Provide health / wellness education, programs, and services Fund: General Department: Health Expenditure: Decrease Increase Health Department $2,000 Total $0 $2,000 Revenue: Decrease Increase Federal Grant - US FDA $2,000 Total $0 $2,000 Section 2: Explanation The Association of Food and Drug Officials has awarded the Health Department a S2,000 grant funded by the U.S. Food and Drug Administration. The grant will be used to educate staff on how to identify and understand the specific special food handling processes as required by the Food Code. Staff will learn the key concepts, hazards and control measures for each of the special processes used to prepare food in the retail food establishment. No County match is required. Section 3: Documentation of Adoption This ordinance shall be effective upon its adoption. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of New Hanover County, North Carolina, that the Ordinance for Budget Amendment 14 -070, amending the annual budget ordinance for the fiscal year ending June 30, 2014, is adopted. Adopted, this 21st day of April, 2014. (SEAL) Woody White, Chairman ATTEST: Sheila L. Schutt, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 8 - 1 - 1 AGENDA: April 21, 2014 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2014 BUDGET BY BUDGET AMENDMENT 14 - 071 BE IT ORDAINED by the Board of County Commissioners of New Hanover County, North Carolina, that the following Budget Amendment 14 -071 be made to the annual budget ordinance for the fiscal year ending June 30, 2014. Section 1: Details of Budget Amendment Strategic Focus Area: Superior Public Health, Safety and Education Strategic Objective(s): Provide health / wellness education, programs, and services Fund: General Fund Department: Social Services Expenditure: Decrease Increase Social Services $27,194 Total $0 $27,194 Revenue: Decrease Increase Social Services $27,194 Total $0 $27,194 Section 2: Explanation Social Services received additional IV -D Incentive monies to be reinvested into the Fatherhood Support Program. This program works with non - custodial fathers to increase child support payments through the improvement of father /child visitations and relationships, and enhancing fathers' employability. Since July 2013, the County has received S88,989. This program requires no new County dollars. Section 3: Documentation of Adoption This ordinance shall be effective upon its adoption. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of New Hanover County, North Carolina, that the Ordinance for Budget Amendment 14 -071, amending the annual budget ordinance for the fiscal year ending June 30, 2014, is adopted. Adopted, this 21st day of April, 2014. (SEAL) Woody White, Chairman ATTEST: Sheila L. Schutt, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 8 - 2 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: PRESENTER(S): County Commissioners and Chris Coudriet, County Manager CONTACT(S): Tracy Dawson, Human Resources Analyst SUBJECT Presentation of Services Awards to Retirees and Employees BRIEF SUMMARY: Service awards will be presented to retirees and employees. STRATEGIC PLAN ALIGNMENT: Effective County Management • Hire, develop and retain talented people • Recognize and reward contribution • Create and support an engaged workforce RECOMMENDED MOTION AND REQUESTED ACTIONS: ATTACHMENTS: April 2014 Retirees and Service Awards COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Present service awards. COMMISSIONERS' ACTIONS: Presented service awards. Board of Commissioners - April 21, 2014 ITEM: 9 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: Commissioners PRESENTER(S): Chairman White CONTACT(S): Sheila Schult, Clerk to the Board SUBJECT Consideration of Proclamation to Recognize April 25, 2014 as Stand Against Racism Day in New Hanover County BRIEF SUMMARY: The Commissioners have been asked to support efforts of the YWCA to elminate racism. The YWCA has invited everyone to join them in making a stand against racism at their annual event on Friday, April 25, 2014. Executive Director Susan Fennell will accept the proclamation on behalf of the YWCA. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt proclamation recognizing Stand Against Racism Day on April 25, 2014. ATTACHMENTS: Racism Proclamation Flyer invitation COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 10 NEW HANOVER COUNTY BOARD OF COMMISSIONERS STAND AGAINST RACISM DAY PROCLAMATION WHEREAS, all citizens regardless of race, creed or ethnicity deserve to be treated with dignity, respect, compassion, and justice; however, racism still exists in our communities; and WHEREAS, the elimination of racism can be achieved only with the participation of all citizens in dialogue, reflection, and action; and WHEREAS, the Young Women's Christian Association of Wilmington, NC, along with local businesses, community organizations, schools, and places of worship, celebrate diversity and advocate for the elimination of racism in New Hanover County; and WHEREAS, the YMCA has an annual event with the goal of bringing people together to advocate for increased awareness of the lasting and negative effects of racism in our communities, institutions, and personal relationships. NOW, THEREFORE, BE IT PROCLAIMED by the New Hanover County Board of Commissioners that April 25, 2014 be recognized as "Stand Against Racism Day" in New Hanover County and encourages all citizens to join the efforts of the YWCA to work towards building racial equity throughout our community. ADOPTED, this the 21st day of April, 2014 NEW HANOVER COUNTY Woody White, Chairman ATTEST: Sheila L. Schult, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 10-1 -1 • • • I 1 El I S AN tand m9ainsit Racism 1 ! ' Where,,91 The Sidewalks 1 College Road. f UNCW I _ YWCA! • • • 0179161 - • 111 1 S • MITT-1 • can • end We seek to bring • together across • one • • • _ Elimination • Racism. ask you to make your the 's • ` I + r I= newchoices@ywca-lowercapefearorg or 910-799-6820 _ • • • St IN I i0d W 01 mia "I "'' aeth PLUJIF a 'Ar fe, Fess ong,l Alone, Fm., e r Board of Commissioners - April 21, 2014 ITEM: 10- 2 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: County Manager PRESENTER(S): Kim Hufham, CEO and Connie Nelson, Communications /Public Relations Director, Wilmington and Beaches CVB CONTACT(S): Chris Coudriet, County Manager SUBJECT Consideration of Travel and Tourism Week Proclamation BRIEF SUMMARY: In recognition of the unique significance of the American travel industry in the lives of the citizens of New Hanover County, the Wilmington and Beaches CVB has prepared the attached proclamation to recognize May 3 -11, 2014 as Travel and Tourism Week. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt the proclamation. ATTACHMENTS: Travel and Tourism Week Proclamation COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 11 NEW HANOVER COUNTY BOARD OF COMMISSIONERS 31St ANNUAL NATIONAL TRAVEL AND TOURISM WEEK PROCLAMATION WHEREAS, in the United States... • Travel to and within the United States supports millions of American jobs and contributes more than $134 billion in tax revenues. • The travel industry is one of the country's largest employers, providing 7.9 million direct travel - generated jobs. One out of every 9 jobs in the U.S. depends on travel and tourism. • Travel and Tourism is a pillar of economic growth. • Last year, spending by domestic and international visitors in the U.S. averaged $2.4 billion a day; and WHEREAS, in North Carolina... • Travel and Tourism is among the state's fastest growing industries. • Domestic travelers spent a record $19.4 billion in North Carolina in 2012; and WHEREAS, in New Hanover County... • Travel and Tourism is an important economic generator that infuses millions of new dollars into our local economy each year, thereby benefiting all citizens by making New Hanover County a better place to live, work and visit. • In 2012, the economic impact of Tourism was estimated at $460.05 million, ranking New Hanover as #9 among North Carolina's 100 counties in tourism expenditures. • Travel and Tourism creates and provides jobs. In 2012 the local travel industry provided more than 5,360 jobs and supported a payroll of $100.77 million. • Travel and Tourism generated approximately $40.43 million in state and local tax receipts, representing a $192.56 tax saving to each county resident. • Travel sustains small businesses that depend upon visitor spending; businesses that represent many economic sectors, including: hospitality, retail, food service, sports, arts and entertainment, and transportation, to name only a few. NOW, THEREFORE, BE IT PROCLAIMED by the New Hanover County Board of Commissioners that May 3 -11, 2014 be recognized as "Travel and Tourism Week" in New Hanover County. ADOPTED this the 21St day of April, 2014. NEW HANOVER COUNTY Woody White, Chairman ATTEST: Sheila L. Schult, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 11-1 -1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: PRESENTER(S): William J. "Bill" Hart, New Hanover Soil and Water Conservation District Chairman CONTACT(S): Sheila L. Schult, Clerk to the Board and Dru Harrison, New Hanover Soil & Water Conservation Director /Community Conservationist SUBJECT New Hanover Soil and Water Conservation District Annual Update BRIEF SUMMARY: The New Hanover Soil and Water Conservation District will make its annual presentation to the Board of Commissioners. The District is composed of the following persons: Supervisors: William J. "Bill" Hart, Chairman (Elected) Steve Skavroneck, Vice Chairman (Elected) Sue Hayes, Treasurer /Secretary (Appointed) Arthur Brownell, Member (Elected) William Murray, Jr., Member (Appointed) Andy Mills, Member (Associate) Elise Rocks, Member (Associate) Staff: Dru Harrison, Director & Community Conservationist Elissa Riley, Education Coordinator Natalie Martz, Conservation Intern STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Hear presentation. ATTACHMENTS: New Hanover Soil and Water Conservation District Presentation COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Hear presentation. Board of Commissioners - April 21, 2014 ITEM: 12 COMMISSIONERS' ACTIONS: Heard presentation. Board of Commissioners - April 21, 2014 ITEM: 12 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: PRESENTER(S): Thomas C. Barber, II, New Hanover County Airport Authority Chairman CONTACT(S): Sheila L. Schult, Clerk to the Board and Jon Rosborough, Airport Director SUBJECT New Hanover County Airport Authority Annual Update BRIEF SUMMARY: The New Hanover County Airport Authority will make its annual presentation to the Board of Commissioners. Attached is the information regarding this board. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Hear presentation. ATTACHMENTS: New Hanover County Airport Authority Information New Hanover County Airport Authority Presentation COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Hear presentation. COMMISSIONERS' ACTIONS: Heard presentation. Board of Commissioners - April 21, 2014 ITEM: 13 NEW HANOVER COUNTY AIRPORT AUTHORITY Number of members: 5 appointed by Board of County Commissioners Terms of Office: 4 years - appointees may not serve more than two consecutive terms and cannot be reappointed until at least two years have expired since the end of their last term. Compensation: None; however, the chairman is allowed a maximum of $350 per month, other members $300 per month, for automobile /travel expenses. Meetings: Meetings are held on the first Wednesday of every month at 5:00 p.m. in the Airport Terminal Conference Room. Statute or cause creating Authority: General Statutes 404, Senate Bill 410 Purpose: The Airport Authority constitutes a corporate and politic body that has the power and authority to: (1) purchase, acquire, establish, construct, own, control, lease, equip, improve, maintain, operate, and regulate the Airport for the use of airplanes, and other aircraft, and all facilities incidental to the operation of the Airport; (2) to purchase, acquire, own, hold, lease and /or operate real or personal property; (3) to acquire by purchase, lease, or otherwise and to hold lands for the purpose of constructing, maintaining or operating the Airport and to make contracts and lease agreements, to charge and collect fees, royalties, rents; (4) to make rules and regulations as necessary for the proper maintenance, use, operation and control of the airport or airport facilities owned, leased, or controlled by the Authority; (5) to provide penalties for violation of such rules and regulations; (6) to sell, lease, or dispose of any property, real or personal, belonging to the Airport Authority with sale of real property requiring approval of the County Commissioners; (7) to purchase insurance; (8) to deposit or invest and reinvest funds; and (9) to operate, own, lease, control, regulate, or grant to others the right to operate a business on the Airport premises, and to issue revenue bonds. The Airport Authority shall make an annual report to the Board of Commissioners setting forth in detail the operations and transactions conducted by it. The Airport Authority employs persons whose services may be deemed necessary by the Airport Authority. Board of Commissioners - April 21, 2014 ITEM: 13- 1 - 1 TERM OF OFFICE CURRENT MEMBERS APPOINTMENT EXPIRATION Thomas C. Barber, II, Chairman First 6/20/11 7/1/15 1024 Wild Dunes Circle Wilmington, NC 28411 681- 0332(H) 538- 9415(C) Jonathan Stuart Crane, Secretary First 6/17/13 7/1/17 1099 Medical Center Drive Wilmington, NC 28401 251- 9944(W) Carter Tate Lambeth First 6/18/12 7/1/16 P.O. Box 1346 Wilmington, NC 28402 313- 0358(H) 232- 0471(C) 763- 0481(W) Board of Commissioners - April 21, 2014 ITEM: 13- 1 - 1 NEW HANOVER COUNTY AIRPORT AUTHORITY PAGE 2 Revised: 4/8/2014 Board of Commissioners - April 21, 2014 ITEM: 13- 1 - 2 TERM OF OFFICE CURRENT MEMBERS APPOINTMENT EXPIRATION John O. Perritt III, Vice - Chairman First 6/17/13 7/1/17 2222 Sterling Place Wilmington, NC 28403 762- 1548(H) 332- 5092(W) 262- 4567(C) Irvin (AI) Roseman First 6/20/11 7/1/15 24 Backfin Point (28411) 1301 Medical Center Drive Wilmington, NC 28401 686- 6630(H) 762- 1000(W) 538- 5000(C) Airport Director: Jon Rosborough Wilmington International Airport 1740 Airport Boulevard File: /Airport Wilmington, NC 28405 B/C #2 -6.13 341 -4333 (Ext 1000) (FAX 341 -4365) Revised: 4/8/2014 Board of Commissioners - April 21, 2014 ITEM: 13- 1 - 2 V .� G � G LA O Vca s �lC 00 c GC O O .N 4J.). � O i/� 4A V-1 V-1 tw 'N 4w N s'� C oN w > O J Ln Ln ao� JJ ENa w cc 0 GC GC Z � w GC r ■ r. 0 ■CL x LU k�l zg z 0 00 D D m m c3i m lqt 0 Q0 N N d- qj)- d' 00 Q0 r-q' cn .--. Q D © a--+ v ca J CL x a cu E E Fm +J ., o CL U w CL c- LO r O N L O 4- a O N L O Z r�� LJ L CL ITEM: 13- 2 - 21 )14 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: PRESENTER(S): Sterling Cheatham, City Manager CONTACT(S): Chris Coudriet, County Manager SUBJECT Update on Community Conversations about Gun /Gang Violence BRIEF SUMMARY: The City of Wilmington has released the finalized report, "Reducing Youth Gun Violence in Wilmington." This reports stems from community conversations on teen gun and gang violence in our city and is composed of key recommendations shared during these conversations. The report includes immediate, short and long- term strategies to be considered by state and local policy makers in both the public and private sectors. A public input session will be held in order to receive citizen feedback and comments on the report on Tuesday, April 29, 2014 from 5:30 -7 pm at Wilmington City Hall, City Council Chambers. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Increase public safety and crime prevention RECOMMENDED MOTION AND REQUESTED ACTIONS: Hear update. ATTACHMENTS: Reducing Youth Gun Violence in Wilmington COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Hear update. COMMISSIONERS' ACTIONS: Heard update. Board of Commissioners - April 21, 2014 ITEM: 14 REDUCING YOUTH GUN VIOLENCE IN WILMINGTON Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 1 Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 2 Reducing Youth Gun Violence In Wilmington Reducing Youth Gun Violence in Wilmington L E T T E R F R O PA W U PA M G T O N CM' NI A N A G E R ST E R U N G C H E A Rol" H A PA s you are aware, the level of youth gun violence in our City and the nation has steadily increased at an alarming and unacceptable rate. In response, I established a series of community conversations — forums designed to bring a community response to our problem. My commitment was, at the end of the series, to create a report of key recommendations shared at the forums. That information is herein included. Absent from the report is any one "silver bullet" or panacea. Instead, it is more of a reflection of the community's past successes that just may be worth revisiting. The report is not intended as a research product or a survey of best practices, but rather the sharing of the most reasonable thoughts from active community participants who have their ears to the ground and their hearts set on change. I fully invite critique and improvement. Like other challenges, I am convinced by working together, we can create the change. The recommendations are categorized as: immediate, short, and long term strategies. Though not new, they are focused, measurable and provide the opportunity for reassessment and re- calibration as the years ensue, which in itself is important. The matrix of recommendations is intended to capture the essence of the idea instead of the implementation details. Discussions around resource allocation /reallocation may be needed in getting into the implementation of many of the strategies. However, the context for the recommendations can be found among the notes from the forums. Those notes are attached for your perusal. As a business leader, community organizer or concerned citizen, your past and continued involvement is sincerely appreciated. Board of Commissioners -April 21 2 014 ITEM: 14- 1 - 3 Page Reducing Youth Gun Violence In Wilmington Again, only by working together, with full community engagement, will we positively affect change. I invite your attention to the specific series of recommendations that are within your sphere of influence in order to compel immediate, meaningful and ongoing change. Invaluable support and assistance was provided to create this report, including the New Hanover County Administration, the Wilmington Chamber of Commerce, UNCW, CFCC, New Hanover County Sheriff Ed McMahon and staff, Wilmington Police Chief Ralph Evangelous and his Community Relations Officer Linda Rawley, Chris Nelson of the United Way and a plethora of other non - profit organizations and individuals. I apologize for any omissions of other significant contributors. Special thanks also to Brandon Hickman "Big B" and the resources of Coast 97.3 for moderating a number of the events and promoting the forums. Most of all, thanks to all of our citizens who took the time to attend one or more of these community conversations and provide feedback and input on this critical issue. I am happy to present and discuss these recommendations and respond to any questions. Sincerely, Sterling Cheatham, City Manager City of Wilmington, NC Board of Commissioners -April 21 2 014 ITEM: 14- 1 - 4 Page Reduclna Youth Gun Violence In Ilminaton Purpose: To eliminate youth gun violence by improving the character and quality of our neighborhoods Background: The first Community Forum was conducted on November 4 in Council Chambers at Wilmington's City Hall. It grew out of anxiety that we needed to make some extraordinary changes in the community if we are to reverse the alarming increase in youth gun violence. This is despite the recent significant reduction in the overall crime rate in the City of Wilmington. The community has responded and has actively engaged in dialogue through four months (November, 2013- February 2014) of sharing and conversation. Up to this point, the City of Wilmington and New Hanover County had done — and continues to do — much to be responsive to this crisis. Additional staffing and resources have been provided. The Wilmington Police Department and the New Hanover County Sheriff's Department have exhibited unprecedented cooperation and collaboration, with positive results. Yet, the decay of the core of our neighborhoods and the loss of life of our children appeared to continue. The call was for a community dialogue with Wilmington City Manager Sterling Cheatham as a guaranteed listener and reporter to the whole community; results of that dialogue are included in this report. New Hanover County District Attorney Ben David has underscored that "We cannot arrest our way out of the problem." community needed to be engaged to come up with the "right" answers for this community. Instead, the total Key observations immediately of note included: • A high interest expressed for doing something (changing course) about the trend of violence in the community; • Resource providers exist in the community and they need to be better matched with the specific needs of individuals and families; • To create change, everyone has to focus on results, both large and small, while demonstrating a passion for caring. Before the start of the process, the staff identified four factors as significant contributors to the problem: • Absence of family structure; • Lack of education; • Lack of early child development /prevention & intervention activities; • Lack of jobs. Board of Commissioners -April 21 2014 ITEM: 14- 1 - 5 Page 3 Reducing Youth Gun Violence In Wilmington From that first brainstorming session, these four were accepted, but other elements were also noted: racism, media, lack of accountability and an overloaded criminal justice system. This report is not intended as a research product or a survey of "best practices," but rather the sharing of the most reasonable thoughts shared by our own "local folk" who have their ears to the ground and their hearts set on change. The draft of the report is herein provided. Critique and ideas for improvement are invited by all community members. Key Observations: • A sound pre k -12 education was identified as e! order for our youth to effectively compete and i today's society. • Many stakeholders, including parents, education health systems, influence the likelihood of a chilc achieve a proper education. • Nutrition, physical, mental and emotional suppor that children can earn a diploma and become a self- sustaining adult. • The development of the skills needed to problem solve, resolve conflicts, develop healthy nutritional, physical and mental habits was underscored as necessary for youth to cope with today's challenges. • Our youth need opportunities to develop the technical skills needed to obtain and retain gainful employment. • Programs that provide transition skills for those individuals being released from incarceration back into society were deemed critical. • Measurably improve the quality of education and skill development of our children. • Provide all New Hanover County (NHC) children a bona fide chance for a productive life by increasing emphasis on prenatal care, plain and simple caring, encouraging individual responsibility, providing critical early child development and after school learning opportunities. • Create more job opportunities. • Match training, retraining and re- socialization of our citizens who are returning from incarceration to gainful employment opportunities. • Provide a law enforcement emphasis around neighborhood and community building that is acknowledged by the community. Next steps: Board of Commissioners -April 21 2 014 ITEM: 14- 1 - 6 Page Reducing Youth Gun Violence In Wilmington The support from businesses, churches, volunteer organizations, law enforcement /criminal justice partners and each of us, total engagement, is required in order to make positive changes to our community. The challenges are within and beyond the walls of City and County Government. In order to achieve the goal identified, full community engagement and additional resources are required. We must continue to underscore the many good efforts already underway in the community, before, during and after the forums. That work needs to continue as a prerequisite to any community success. We will post the report on our website and make it available to anyone interested for review and coma Formal presentations can be made to various stakeholders. Specific lead agencies will be providt a copy of the draft for consideration of the concep part of their respective budget development proce,. A public input session will be held in order to receive feedback and comments within the next thirty days. This first phase effort will be finalized at that point and formal presentations will then be scheduled with appropriate public agencies and privately -owned organizations. As a recommendation for sustainability of the effort, it is recommended that a formal process be created (outside City Hall) to establish appropriate measures of progress, recalibration of the strategies and promotion of transparency and celebration of successes. _. The following recommendations are classified as: immediate, short, and long term strategies. The subsequent matrix provides a summary of ideas, but greater details can be gleaned from the notes from each of the forums included in the appendix. 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Following are key factors identified to contribute to gun /ten violence and their participation in gangs. Are these the right factors? If not, what do you think are the key factors? • Mentoring! Student organizations of difference ethnicities. • Welfare system created a home where the father did not have to be present or provide for his family. Responsibility — define manhood • Racism, lack of understanding /empathy • Mental health /learning disabilities /SA /parents with MH & SA- drugs bring gangs (fast money) • No alpha males in house • Media — markets violence, parenting out of wedlock, etc. • Where there is UNITY there is strength • Crime generative factors! • The big factor in violence is with the teens because they have younger siblings and the parents aren't attending to them enough so they turn to the gangs for love because they don't get love. • Hope — Vision, dream, support system. What can we do? Mentor, advocate. Socioeconomic problem • Lack of support, broken families • Community support, churches, school volunteers, community judge /give up, *territory - not • 2000, 800 in 12, Comm. BIG Club, Outside the Wall • Big B 97.3 Coast and other give testimonials, NAACP Chris spoke, couple members spoke, gang work discussing care issues • Father in the household • People raise thousands of dollars to go to foreign countries to do outreach, go back to the kids, but none of this has to do with kids Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 12 Reducing Youth Gun Violence In Wilmington • Attention, conversation, ignored, lack of accountability • Yes, we feel that this discussion should be centered around VIOLENCE in general — not just gang violence. We aren't sure that all of the recent activity is gang related. Focus on being proactive! • Family, health, education, economics, key stakeholders • Hopelessness, despair, media (negative portrayal) • Fathers in the house • More development • Attention — economics — not organized, community center — closed • Racism, police, understanding /empathy/ Not in My Back Yard, youth stereotyping • These are the right factors, but, I would add racism as a continuing factor • Family support, health, education, economics, racism, understanding /empathy • Racism, understanding, stereotyping, justice system • Racism, lack of empathy • This discussion did not address the current problem — which is how to stop and address the current gang situation. This discussion was good for future intervention, but did nothing to address the current problem. • Lack of father figures. COMMUNICATION High demand of young black males • Young people • Poor parenting • Single parent households • Parents, under 12, male role models, mothers a young age • WHA — single parents w /under 12 yr olds, guidelines — need mentors • Single parents • Single parent families, young mothers • Single parent family, school dropout, young parents & younger, mentors • Parenting — lack of parenting skills. What is manhood? • Affordable early child care for working mothers. Role models for parents — parenting skills are needed. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 13 Reducing Youth Gun Violence In Wilmington • Both stable male and female. But some stable male should be in every household. If not father, grandfather, uncle, cousin, brother — at one stable male figure — Welfare family or not make the exception • Overwhelmed, lack of family support, young families, support lacking, sensitivity /economic pressures, institutional • Children having children, single parents — appropriate /adequate leadership, lack of positive role models, lack of adequate supervision & discipline • Males are missing in homes, mothers are not mother, marketing violence, recruiting at skating rings, movies, neighborhoods • Alpha males are missing /younger parents, grandparents raising children /values and instilling hope • Fathers lacking in families, parents lacking values need support • Alpha males are missing, single parent households, stop ABDICATING the leadership • Fatherless — without God's design for the family, the family is at a much higher risk of failure • Fatherless and absent males (alpha males among elephants) 96% of leaseholders in Creekwood are female (according to Star News) • Single parent homes, father figure, values, respect, principle — taught in the family • Dysfunctional family, absent or neglecting parent(s) (negligent) • Schools, community centers, the system • Poverty, young families, no direction • Broken family, guidance — poverty, dream , spiritual support — church — watchdog (program in school) • Lack of family support, lack of values, fatherlessness, family structure • Lack of family support, broken families, guidance, trust • Guidance, DREAMS, support, spiritual foundation, values, fatherlessness, time and attention, parental training, structure, single family households • Broken families — fatherless, guidance, foster — multiple — adjudicated, trust, how to parent education, Common Core, DREAMS, time and attention, values • Single parent home, parental engagement /support /supervision, drugs, alcohol, abuse /domestic violence • Single family homes, lack of stability, adequate support levels, drugs and alcohol, domestic violence • Single parent home /lack of proper role models /support engagement /drugs /alcohol /DOM /neglect Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 14 Reducing Youth Gun Violence In Wilmington • Watchdogs, support, guidance • Single parent home (absence of male role model), lack of support, partial involvement engagement, drugs /alcohol, domestic violence in the home • Single parent homes, lack of position m/f role models, lack of support, powerful, involvement, engagement, supervision, D &A in the home, DV, abuse issues w /in home • Single parent homes, lack of positive male role models, lack of support, drugs and alcohol, domestic violence • Single parent families, lack of male role models, lack of support, drugs and alcohol, abuse, domestic violence • Lack of adult involvement, absent males, parenting skills, lack of trust in system, retaliation, fear • Adult supervision /involvement, absent positive role models, trust /fear, mentor, parent advocate • Lack of education in the household, there's no structure, the parents of today, are not the parents of yesterday. • External resources, internal resources • Single household, family structure • Lack of fathers, lack of guidance discipline, single parent homes • Breakdown in the family such as single parenting, lack of exposure out of the community, lack of support • Single family homes • Under educated parents without skills, weak family support structure, help single parents, parental fear of older kids who resist discipline, identify isolated single parents who are alone and put in contact with others • Communication • Togetherness, love, respect, truth, parenting • Food, clothing, shelter, parent, involvement, childcare • Dysfunctional — moral values, extended family, time, love • Lack of male role models or positive role models, home alone, teen pregnancy, substance abuse • Children having children, single parents, substance abuse, being home alone, lack of discipline • Parental discipline, accountability • Children having children, positive role models, parents drug users Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 15 Reducing Youth Gun Violence In Wilmington • Broken families, impoverished families, lack of discipline • Lack of male mentors (positive), single parent households, substance use disorder • Enrich family, time and love • Stop being child friends, stop giving children choices, communication, lack of fathers in home, education, under education, suspensions, school board doesn't share information about student's stats, programs are children — but student doesn't have means to get there • Lack of adequate guidance from mothers /fathers or single parent families, children having children • We need to determine who the family is, redefine who family is — it can be the surrounding community, the community needs to be more intentional, segregation vs. isolation, access to income, employment and advocacy within, we have lost the heroes in the neighborhood, sustainability • Mentoring, family values, community structure, giving back, support system, you • Love, lack identity, lack of respect for individual culturally and racially and how the individual is perceived, family, racial divide, lack of resources for people: schools = best, shelter, food, no options lead to by and men responsible to survive or be accepted socially, fund law enforcement instead of program for people, provide resources and services • Offer family mentoring programs • Parents, grandparents, neighbors, community • Neighborhood, city • Parents, grandparents • Parents, elders • Parents, grandparents • Parents, grandparents, neighbor • Higher Voice Movement — speaking to the inner self • Parents & grandparents • Mother, father, children • Children /parents, grandparents • Children at Heart • Church • Nuclear family members, neighborhood, community, society Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 16 Reducing Youth Gun Violence In Wilmington • Churches, the system • Church — teachers — coaches (village) Can't say it not your kid. Build relationships — have family trust • Parents, teachers, coaches, public servants • Children, teen, adults, teachers, coaches, neighbors, village • Children, teens, adults, pastors • Children, teachers, teens, coaches, adults, neighbors, clergy, non - profits, the village, police • Community, teacher • Parents, grandparents, caretakers, siblings, community, church, school • All people in the family • Family /community /church /schools, justice system • Parents, siblings, grandparents, community, churches, schools (siblings have impact on younger) • Community, schools, church, justice system, county & city, family members, siblings, etc • Everybody, church, schools, church • Everyone (community), immediate household • Parents, children • Mothers, teachers • Parents, relatives, neighbors — lock up your medicine cabinets • Community, school, organizations • Parents, teachers • Teachers, parents, pastors, grandma, grandpa, you, your • Parents, kids • Fathers, mothers, community • Families need to stand strong together • Families, community, elected officials • Families, community • Community, family, kids • Families, community, policy makers • Families, parents • The children, parents, grandparents, community they reside in Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 17 Reducing Youth Gun Violence In Wilmington • Get info out • WRAAP after school programs, Boy's Club funding, neighbors, DREAMS • Neighbors • Boys Girls Club, organizations, cut backs • Develop parenting skills — Parenting Classes • Resource Program, i.e. LITE Build, Community College Programs • CAPP, OTVX, KMI, B &G Clubs, YMCA, LINK, Youth Build, Smart Start • Link, Lite youth build • Mentoring agencies, Communities in Schools /Outside the Walls /DREAMS • The Church • Church, mentoring programs • Churches, social services • The resources, job fairs • Programs, Police, non - profit, funding • Church, nonprofit org • Church, community, schools, non - profits, police, law enforcement PALS • Non - profit, church, Police • Church, schools /volunteers • Non - profits, police • Church, community center, daycare • Church, community centers • Churches, community centers • Churches, community centers, daycares, afterschool programs • Church, community centers, day cares • Churches, community center • Churches, community center • Churches, CIS /Babyfast, Social Services /DSS, B & G Club, WIC. Smart Start • Health Dept, schools, First 2000 days (Smart Start), DSS, Comm. Boys /Girls, faith based groups, DREAMS, mentorship Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 18 Reducing Youth Gun Violence In Wilmington • Boys Club /Girls Club /YMCA • Parenting classes, getting parent educated, DC Virgo, CAAP • LINC, YMCA, YWCA • Home, church, schools, programs, yourself • Housing • Inexpensive childcare unavailable • Mom & dad need to do more • Smart Start, mentors, teachers, Coastal Horizon, LINC, Comm. Boys & Girls Club, Elected Officials, Kids Making IT, child advocacy, Outside the Walls, Youthbuild, YMCA, YWCA • Nonprofits, government • CAPP, Smart Start, teachers /schools, Coastal Horizons, Blue Ribbon Commission, Outside the Walls, Hillcrest Community Campus, CIS BabyFAST, Kids making It, Boys & Girls Club (Brigade & Comm.), YMCA, YWCA • Coastal Horizons, Parenting Place, teachers, Outside the Walls, Youthbuild, Communities in Schools, Kids Making It, Boys & Girls Clubs, policy makers, Smart Start, Child Advocacy • DREAMS, teachers, KMI, CISCF, YWCA, Coastal Horizons, Boys & Girls Clubs, Smart Start, CAPP, OTW, nils • Boys /girls clubs, YMCA, YWCA, youth groups, church groups, Kids Making It • Outside the Walls • School push out (expulsion) -> out on the streets (hopeless) Offer alternatives to expulsion. Expulsion punishes children — withholding education should not be an option. • Lack of transportation to after school programs • Drop out at 16 • Drop out at 16, vocational education, sex education, Black History, character education • Black History, shop gone, vocational ed gone, rec gone, language gone • Drop out at 16, high poverty kids grouped, "Black History" taught, no recreation in summer, after school • Dropout rate • Responsibility • Segregated schools, poorly paid teachers, ^Black History Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 19 Reducing Youth Gun Violence In Wilmington • Historical disconnect, citizenship classes, mentoring both male and female • Unequal education, unprepared to start school, poverty, (hunger) • Mentoring, tutors • Pushing through high school • Unaddressed learning disabilities, judgmental teachers, dropout rate @ 16 increased # kids dropping out, lack of opportunities • No mentors, 16 yr /o dropout, high poverty grouped together, black history, summer education • *Stop allowing children the choice if they go to school or not. • Are some schools targets for failure? • Pressure in some pockets /cultures NOT to succeed • Support our teachers so they can support our students, use the schools as a means to educate the parents — get the parents to the schools • No education, mis- education • The schools don't have enough time to learn lessons and the extra things that they have • Grass roots teaching, literacy, parenting & kids, dropout, self- esteem, job skill, vocational school, black history, lack of rec programs in summer. • Literacy, dropout rate • Lack of education, literacy, parenting ed, common core, dropout prevention, vocational schools • No real grassroots teaching, mentoring, teaching boys how to be a man, literacy, self esteem, job skills, dropout, stay in school, are some schools designed to fail, afterschool programs, vocational training • Grassroots teaching, literacy — parents and kids, parenting education, black history — identity, high poverty use together, dropout parent, self- esteem, job skills • Dropout, literacy, self, job -voc • Suspension, sports, grades, comm. sporting teams, transportation • Suspensions /rigidity /need vocational training, we need vocational programming • Kids get put out of school, if the behaviors are disruptive • Barriers for parents and children • Initial disparity, well - placed fear and distrust, school -to- prison pipeline • Parents need to take time and study with the children • Programs Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 20 Reducing Youth Gun Violence In Wilmington • Parents are under educated, younger grandparents, no diversity on school boards • Are some of our schools designed to fail? Lack of knowledge of programs available, dealing with education gaps in various schools, trust /fear, student readiness, lack of opportunities, ed system • LT suspensions of kids who need to be in school, kids not performing on grade level due to many disciplining issues in classrooms and not being prepared for academic success, more emphasis on education for vocational /trades • Getting back to the basics • Bring back vocational education, hire teachers that give more, dropout rate • Lack of respect and discipline, lack of parental involvement in schooling, connect spiritual substance to education, develop God conscious — not one religion vs. another, not only Ten Commandments but 200 and Ten, isolate trouble makers and remove • Mis- education, under education, disproportionate suspension rates, school to prison pipeline factors, parent adversary • High dropout rate /parent conferences, lack of after school programs, lack of summer school program, programs for children — but students do not have the means to go • Giving choices, learning, living life and respecting oneself and another • Values — how to functional illiterate parent educate their children • Need more programs like WRAAP. WRAAP had 5 full time staff and served 135 adolescents last year, but fewer grants have caused this important organizations to have to downsize and serve fewer adolescents • Tough love • Legislature — not giving resources, unequal education, dropout rate, disproportionate minority contact, economics, health & human services, lack of cultural training, overwhelming teachers /ratio • Unequal education in Wilmington • Unequal education in Wilmington, overtaxed teachers, dropout rate, lack of believing in kids, disproportionate contact (need more black male teachers), ineffective discipline, lack of cultural training, lack of school funding • Unequal education in Wilmington, technology, too many kids in classroom, early dropout, not believing in kids, disproportionate minority contact, using teaching moments, civics — knowing issues, opening schools on weekends • Unequal education, poverty (hunger) • Early dropout rate • Schools should provide love, food, discipline, and education >> if not fulfilled by direct family Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 21 Reducing Youth Gun Violence In Wilmington • After school programs, friendly, DREAMS • Society, weight on social programs • Drop out at 16, hi poverty kids grouped • Parents, teachers, government • Parents, grandparents, employers, educators, students • Students /teachers • Hold classes in high school, lack of education /literacy of parents • *Write letters to state to get law changed that 16 yrs cannot drop out* • More emphasis on vocational schools • First Party Subject, family, neighborhood, community, schools • Extra things like homework • Parents, gov, school, community leaders • Schools, colleges, tutors, alum • Parents, schools, community, City of Wilmington, WPD, housing • Non - profits, govt, pastors • Parents, teachers, schools, government, churches, recreation after school, peer -to -peer, teach parents their kids subjects (weekends), civics educ • Part, schools • Children /families (transportation) • School system teaches parenting • Family, neighbors, teachers, electorate, Bd of Ed • Parents, children, community— neighbors, school system, board of education, electorate • Parents, teachers, principals, students • Parents, teachers, community • Parents, grandparents, school personnel, employers, students, PTA • Families, students, employers • Parents /guardians, employers, school staff, community, kids /students • Schools, after school programs, parents, family, educators, students, corporate, employers, PTA Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 22 Reducing Youth Gun Violence In Wilmington • PTA, parents, school personnel, employers, students • Elementary, Jr & HS students, family, teachers, employers, PTA • Corp supports • Communities in schools • Supt local program, more funds in after school program, vocation alone w /college • DREAMS Program, Nov 13th — 7 pm UNCW — Earl Sheridan • Family Support Health Economics • Vocational • Comm. agencies • CFEC /UNCW /Lite Manhood • Change age to drop out • SODA • "Cultural Communication" — that term intrigues me. How effective is it for people outside the cultural pocket to come in and "fix" it? Ex: whites coming into mentor blacks — is that as effective as black men mentoring young black men. • Schools, teachers, parents, extended family, afterschool programs • Day cares, community center • Schools, churches, literacy council, resource, philanthropy, political ed, soc econ policy of all peer — NAACP • Lit programs • Organizations working together, community boys & girls club, WIA program • School, church, literacy council • Schools, nonprofits, govt • School • Transportation • Transportation • Alternative to sports as they are now • Cape Fear Community College, DSS, Cape Fear Literacy Council, NAACP Intervention /Prevention Outside the Walls Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 23 Reducing Youth Gun Violence In Wilmington • Their parents • Transportation, $, volunteers • MLK, churches • More black history /herstory • Board of Education • Community, government, organizations, individuals, mentoring programs • Mentors, free libraries, Comm. in schools, civics in schools, Outside the Walls, Bd of Education, nonprofits, DREAMS, Youthbuild • Board of Education, non - profits • Communities in Schools, UNCW, WHA Community Campus, Outside the Walls, PTA, DREAMS, YMCA, YWCA, library, Board of Education, Blue Ribbon Commission, UNCW Watson College of Education, Big Buddy, Kids Making It, Boys & Girls Club • Libraries, Communities in Schools, PTA, Board of Ed • Vocational education, blue collar jobs • Need jobs • Downturn increase crime, lack of jobs; manufacturing • Felony records prevent employment and education • Technical training programs • Lack of wisdom to use resources • Adequate employment opportunities, living wage, lack of transitional planning • Need jobs • Lack of resources /cost of living /lack of jobs /entrepreneurship • Cost of living too high, lack of employment, lack of jobs & benefits, low pay cannot live off of, background harms people • Lack of training • Govt rewards irresponsible behavior (more kids -> more $) • Unemployment, poverty • Poverty, employee skills, jobs, volunteer (strongest organization) entre, livable wages, affordable housing — generational poverty, prison re- entry, transition transportation plan Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 24 Reducing Youth Gun Violence In Wilmington • Felines cannot get jobs • No job skills, no diploma, transportation, childcare, micro • Poor, poverty, lack of skills, living wages, generational poverty • Jobs, transportation, poverty, subsidy program, employability skills, church, living wage, seed $, choices and alternatives, rap sheet, transitions, childcare • Poverty, wage livable, new job market • Jobs, high unemployment, vocational trades, financial literacy /investment • Living wage /lack of jobs, no transitional program for welfare programs in move up and off assistance • Half unemployment, vocational tracks /training • High unemployment, criminal records prevent hiring, need vocational tracts, training /Towest Community need variety of jobs • Unemployment, no jobs • High unemployment, lack of jobs • Lack of jobs, bias and prejudice in hiring, poor re -entry • Lack of opportunities for all ?? (prejudice in hiring equality in job market), education, previous records /activity (no second chances), sustainability • Resources — see what else is not there /find something they might like to give them something to work for, if the youth see a career or activity outside of their neighborhood might give them a reason or hope to stay out of trouble. • Poverty line, being impoverished • Employers should relax criminal records • Lack of vision toward success and financial security, how is support coming to family, more vocational education • Hopelessness, despair • Lack of resources /transportation • No jobs for black fathers that have felonies • Free employment training, learning legal hustles, mentors • Lack of opportunities (jobs), community • Lack of opportunities to go after other jobs, unemployment, lack of transportation, lack of transition plan, lack of micro money grants and loans • Lack of transportation, lack of jobs, lack of opportunity, lack of hope, lack of affordable housing, no transition from public assistance to self - sufficiency Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 25 Reducing Youth Gun Violence In Wilmington • Lack of jobs, lack of opportunities • Lack of understanding and empathy, lack of transportation, lack of jobs, opportunities lacking, lack of transition plan from public assistance, lack of grants and loans • Lack of opportunity >> hope, transportation • Jobs for our youth, lack of transportation, fair & equitable pay for all age groups • Community • Employers, community • Community /students /parents • Businesses need to give people chances & mentor them & let them grow • Family, public sector • Felines can't get jobs because their backgrounds, some of those things were so long ago and you're holding them back so they can't succeed in life, but you say you want them to live better • Business, city, county gov, bus community, employee base devp • City, businesses • People who lack skills, people who need employees • Schools, govt, community college, businesses, state • Social programs • Business leaders, Chamber of Commerce, schools, parents, kids • Families • Community program directors, hiring managers • Those who community buy -in • Employers — stop asking about criminal record • Employers need more lenient to excons, create programs to remove felonies • Role models, mentors, tutors • Vocational rehab, Habitat, LINK, government, economic dev programs • Employers • Employers, community, family Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 26 Reducing Youth Gun Violence In Wilmington • Employers, employees, community • Employers, community • Our youth, employees, employers, community as a whole • Corporate Community Partners investing in vocational training in schools • Business comm. • Businesses hire within community, businesses give people opportunities to climb ladder of success • Children at Heart — adopting services • Funds from directors, city /county. UNCW, CFCC, school, business leaders • Where are they? • Need more jobs and economic opportunities • Economic development agencies, government • Vocational Rehabilitation, LINC, Phoenix Employment, Govt Programs, Economic Dvlp Agencies, YWCA, Making Waves Fdn, Good Shepherd Center • Vocational rehabilitation, LINC, government programs • Phoenix Employment, Habitat, YWCA • Good question — with the unemployment rate today, who does have the answer • Transportation to after school programs to keep kids off the streets. • Early child hood, basic care, early labels (identity), funding (mental health) • Cape Fear Comm. College — co- sponsor programs on educational technical skills • Lack of access to healthy food, lack of access to health care, early pregnancies, mental health • Education, funding • Education /functional behavior /funding • Lack of Mental Health services, lack of education by teachers regarding MH /SA induced issues Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 27 Reducing Youth Gun Violence In Wilmington • Crisis pregnancy, mental health • No health care, medical crisis, unhealthy diets and food • They cost too much • Mental health, substance abuse, devp disabilities, faith - based, pastoral counseling, insurance, health insurance, equal access, health literacy • WHAT, depression, SA • Education, mental illness, insurance, access, politics, access, health literacy, prevention, schools open for weekends • Criminal justice system is designed to disproportionately affect black males, access to health care, knowledge of available resources • Health insurance, allow education to services • Welfare assistance — not crutch, mental health issues • Identify trouble makers and target reform, targeted family counseling for problem families, keep older kids from younger, kids ID with kids more than adults • Mental health and physical issues with children • Not enough outlets • MLK Center needs more staff and programs, need second recreation center in Maides Park to serve that area of town • Lack of quality healthcare, addictions, politics, early pregnancies, food desserts — healthy diets, mental health problems • Mental health problems • Food Deserts (low access to healthy foods), early pregnancy, lack of mental health services • Isolation due to lack of job, transportation, money; lack of health care, lack of access to foods, addictions, early pregnancy, mental health, funding /politics • Food deserts, access • Early pregnancy, lack of self esteem due to social class, healthy food availability • Teachers • Teachers, nonprofit, parents /schools • Parents /children • Medicaid, Obama care, Life Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 28 Reducing Youth Gun Violence In Wilmington • WHA • Community • Mental health, doctors, area clinics • Mental health agencies • Mental health providers, families, community • Young men and women, parents, grandparents • Dental vans • Lifeline Pregnancy, Children@ Heart adoption agency • Children at Heart — adopting services • Emergency Room, medical centers • WHA, Health Dept • Unity -> strength, justice system bias, racism, political education • Educating people on what health & human services really mean • Coastal Horizon, Cape Fear Habitat • Cape Fear Healthnet, Feast Down East, Coastal Horizons, UNCW /WHA Community Campus, Health Clinics, CIS Baby FAST, Southeastern Mental Health, Good Shepherd Center • Doctors, clinics • CFHN, Coastal Care • Free health clinics /programs Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 29 Reducing Youth Gun Violence In Wilmington November 4 Meeting City Hall Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 30 Reducing Youth Gun Violence In Wilmington Violence Reduction Initiative Forum #2 November 13, 2013 1 UNCW CIS Building UNCW's Dr. Earl Sheridan hosted a second in a series of community forums with the City of Wilmington on a violence reduction initiative. Three faculty members presented statistics and case studies around crime. • Moderator: Dr. Aaron King, Public and International Affairs, UNCW • Participants: Drs. Craig Burnett (Public and International Affairs); Cecil Willis (Sociology and Criminogy); Donyell Rosborough (Watson College of Education) Dr. Burnett • Individuals do not link more guns with more crime or violence. • A increasingly partisan issue, more southern, more republican. • No real strong support for gun control, politically. Dr. Willis • U.S. more likely to kill with gun than any society in world. • Gun homicides decreased in last five years, except for pockets - -- and Wilmington is one. • Gun suicides exceed homicides. • # of homes with guns down, but those with them increased • Guns are handier, accessible, powerful, and meaningful. • Still #1 reason for gun purchase is to self - -- protect. Dr. Rosborough • Hard to teach by telling kids to leave problems of home at door. Their home is their environment. • Hip hop promotes the ghetto! Ghetto values of how to get from rags to riches surpasses the status quo and the notion of Obama becoming President, as example. • Our culture teaches what is /is not possible. Hard for 6 hours of school to refute. • Don't look at overall school numbers but sub numbers, how black males are doing. • Perhaps short term suspensions which lead to expulsion and drop out, along with interface with law enforcement system, needs to be examined. • It is easier for kids to believe in the "ScarFace" example for success than President • Zero tolerance in schools may exacerbate the Path to Prison syndrome for minority students. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 31 Reducing Youth Gun Violence In Wilmington Possible ideas: • Support safer Schools Initiative (Dr. Barth, Ben David) • Recognize it is not people but places and situations that create violence. • Most kids are not involved in gang violence; don't treat them as if they do. • Good kids can be placed in bad situations and yield a bad outcome. • Inequitable funding of schools by states and within states can create pockets of violence. Need funding based on the quality and needs of the specific schools. • Make reading proficiency a priority; there is no substitute for this • Teach problem solving in schools. • It is all about economics. Need to provide skills for youth to make it with above ground vs. under - -- ground economies • Improve graduation rates. • Give teachers culture training to be better successful in inner city schools • Think of Christ's rewarding of those working in vineyards. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 32 Reducing Youth Gun Violence In Wilmington Violence Reduction Initiative Forum #3 December 2, 2013 1 CFCC Union Station Building The forum was a collaboration between UNC Wilmington (Chancellor Gary L. Miller), Cape Fear Community College (President Ted Spring), and the City of Wilmington / New Hanover County representatives. The evening featured a keynote speaker (Kenneth Griffin) and three panelists: Dr. Tim Markley (NHCS Superintendent), Jeff Hovis (Wilmington Housing Authority Board Chair) and Honorable Judge James H. Faison III (District Court Judge for New Hanover and Pender Counties). The evening started off by addressing how education, housing and the judicial system can help alleviate the problems associated with violence within our communities. Panelists discussed the importance of linking our local institutions with available resources to help address this issue, as well as the need to fully develop an understanding of the underlying problems, challenges and strategies to make us safer. Keynote speaker Kenneth Griffin mentioned that we all need to come together and take ownership of these problems because 78% of community challenges come from misunderstandings. Don't talk about how bad it is if you're not going show up to the dance. Mr. Griffin then asked members in the audience to address two items: Challenges to reducing violence and solutions to improving the situations. Challenges: • Family communication • Peer pressure • Keeping youth engaged or active in church and sports (after school activities) • Finding out what a person's purpose is (per Judge Faison) • More involvement in education • Communication to find resources • Everyone is trying to do the same thing so reduce redundancy of efforts • What resources do we have and how do we deliver them • Nor enough people volunteering in public housing areas • Too much fragmentation of services /resources • Changing the perception of our police departments (that they are not just around to arrest people) • WRAAP funding is needed • Need more adult support services Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 33 Reducing Youth Gun Violence In Wilmington • Poverty (lack of jobs) • Conflicting school policies • Reducing the lack of collaborations among agencies • Prioritizing funds, collaboration for grants • Disconnect within our school systems (black male students and white middle class teachers) • Policy level and government disconnect? • Process for change takes such a long time • Recruiting enough African American males to go into the teaching fields (need to make the field more enticing for this profession) • Getting prominent role models to return to their communities after they venture off to college. • Gangs providing "Now" solutions for "Now" problems. We aren't offering smart Solutions or finding ways to have positive "Rock stars" in the violent neighborhoods • Need to identify allocation of funds Solutions: • Need resource coalitions to encourage buy in from residents of the housing areas. What do they want or ask them what they need • Address the behaviors and the reason for the behaviors • Have forums that have actual "action items" so that the forum isn't just a gathering of citizens • Take ownership of the problems • Take forums into the troubled communities, to bring together a common focus • Use all available resources and offer them to target communities. If this is done, then people will tell you who needs the resources, it will help collaborate with all interested parties and not waste time • People hate meetings with no action afterwards. • Have interested kids spend time in court with Judge Faison • United Way needs to turn in process map to ensure agencies are aligned with strategies and funding (federal initiative) • Cape Fear literacy (Youth Action Coalition being revived) • Affordable effective programs in the schools are necessary Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 34 Reducing Youth Gun Violence In Wilmington • Model after the Durham programs —coo rdinator/case workers for after jail programs for juvenile offenders go straight to the neighborhoods to help. • Dade County — collaborative grants, stronger grant being funded for collaborative efforts (usually federal) think long term and strategic • Emphasis on preventive programs, support programs using faith based, community based where relationships are cultivated with various agencies • Need more after school opportunities • Need more volunteers in our schools (more than just the one time volunteer effort) where volunteers are there on a regular basis. • Volunteer in schools at least four times to be successful • Partner with private industry to be sustainable • Hire more black male teachers, and if they are not available, find funds to recruit them. • Need to change culture, smarter about rewarding students doing well in school. • Condition for probation can be going to literacy or youth build or get GED etc. • Change the paradigm by involvement in vocational training • Put vocational training back in the high schools • Just do it, don't just talk about it General Comments: • We need to be Proactive rather than Reactive • Forums should be geographically located (in the heart of where the violence occurs) • Housing resource coalition to have collaboration of resources, maybe have QENO coordinate • WHA wanted to start after school program — NHCS already had program in place and they didn't know it. • Need to change the perception that violence is only a Wilmington (City) problem. Important for schools to show what's outside their neighborhoods • Additional law enforcement in schools creates lawlessness, teachers aren't disciplining the students, officers are which creates a "school to prison" pipeline • Remember that what works in Raleigh or Charlotte doesn't always work here • Why is attendance dropping? — People think no one is listening • Vocational programs need to be back in the high schools and the Board of Education needs to know this. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 35 Reducing Youth Gun Violence In Wilmington • Team sports provide a good model for skills and behavior. Sports, band, ROTC and other engaging activities teach leadership as well as skills needed for career and college (this is critical to what schools do) • Wilmington has a different set of resources than other areas. We have the water (river /ocean) so why aren't there more blacks involved in sailing, boat building, involved at yacht clubs etc.? • Pair youth with similar people to support a connection for greater success • Judge Faison developing program to send youth into things that interest them with professionals of like interests. Communicating that resources are available b/c many people don't know they exist. • Don't be afraid, and fond others to get involved. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 36 Reducing Youth Gun Violence In Wilmington Violence Reduction Initiative Forum #4 January 13, 2014 I New Hanover County Library Presenters: • Ms. Lisa Burris, NHCS Student Support Services and Lead Counselor • Lt. Novella Frieslander, NHC School Resource Officer Commander and Juvenile Crime Prevention Council Chair • Mr. Marrio Jeter, Communities in Schools Cape Fear Program Director • Ms. Donna Lynn Pleasants, NHCS School Based Licensed Clinical Supervisor • Ms. Teresa Huffman, NHC Youth Empowerment Services Coordinator Panel overviewed the various programs and services offered in the schools to aid our youth's ability to learn. This included: school resource officer services, dropout prevention, summer and after school programs, treatment, counseling, rehabilitation, restitution, court diversion, prevention, intervention, behavioral modification, anger management, conflict resolution, tutoring and programs for teen parents. Challenges: • Lack of hope, graduating to do "what" • Inadequate transportation to and from programs • Lack of youth appreciation for the importance of education • Too many students deemed "not capable" early in education process, a label that sticks (some students do not take the standardized tests well) • Parents not having the "tough conversation" with kids • Growing pool of at risk kids and shrinking resources to assist them • Inadequate parental leadership and involvement • Don't be friend, be parent • Don't allow kids to get away with everything • To discipline is to teach! • Parents feel overwhelmed by the plethora of issues that need to be worked on Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 37 Reducing Youth Gun Violence In Wilmington Short and long term solutions • Parents need to know what is happening in their children's lives • Know what services are available • Know who your kids friends are • Drop by school unannounced • Parents need to be accountable for follow up • Give kids no downtime; provide multiple outlets • Create sense of wellness • Create routine • Access the services that are available (some people are reluctant to let others know of their need) • More early detection of youth issues • Open the centers at public housing facilities and other facilities- giving kids a safe place to develop • Invest in kids Gaps • Adequate transportation • Mobile population due to inability to maintain a basic household or address • Behavioral health and special education needs going undetected • Lack of continuity of treatment • Lack of a productive relationship between the parent and the child QandA • How do you take the "sexiness" out of gangs • How can non - parents get engaged — volunteerism • Why are there so many cases of individuals with mental health diagnosis – all diagnoses are not permanent • Where are the resources for the 16- 30 age group • Where is the services inventory —lots of providers, tracking a problem • Need more group home (smaller setting) intervention opportunities • Budget /funding needs are great Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 38 Reducing Youth Gun Violence In Wilmington Violence Reduction Initiative # 5 January 22, 2014 1 CFCC Union Station Sponsored by Wilmington Chamber of Commerce Presenters: • Connie Majure -Rhett, CEO of Chamber • District Attorney, Ben David • D.C. Virgo Principal Eric Irizarry • Jana Jones Halls, CEO of Blue Ribbon Commission on Prevention of Youth Violence • Wilmington Mayor Bill Saffo A principal priority of the Chamber for this year was announced as supporting the Cape Fear Future Initiative for the work of the Blue Ribbon Commission on the Northside; and, specifically, the work at the recently reopened D.C. Virgo Middle School that promotes "excellence in the kids in that community." District Attorney Ben David noted that much progress had been made in enriching the learning experience for kids on the Northside and much more efforts are needed, including continuing assistance from the private sector. He noted that poverty and lack of structure were the two key barriers for our youth and that more programming is needed. He specifically asked for support for the "Summer Enrichment Initiative" at the school. This specific request was for funds to add the BELL (Building Educated Learners for Life) Program as a summer enrichment initiative for D.C. Virgo. This would be done in partnership with New Hanover County Public Schools and area non - profits, including Dreams, Kids Making It and the Community Boys and Girls Club. The BELL Program recognizes that much of the academic gain accumulated over the nine months of regular activity gets lost over the summer for at -risk kids at a significantly greater rate than others. The activities of the BELL Program are designed to close and limit this gap. The cost of this program is $75,000 annually. Businesses were asked to make contributions to make this happen. Wilmington Mayor Saffo noted that education is the single most important way to break the cycle of incarceration of our youth, and we need to start spending more on prevention and Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 39 Reducing Youth Gun Violence In Wilmington intervention, which, over time, will reduce our investment in societal decay, enforcement and incarceration activities. The group was asked to make financial contributions today for the BELL Program. Two significant contributions were announced for this cause; $10,000 by Roundtree, Losee and Baldwin and $5,000 by Monteith Construction. The meeting concluded after a series of selections from the D.C. Virgo Youth Orchestra. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 40 Reducing Youth Gun Violence In Wilmington Violence Reduction Initiative # 6 February 10, 2014 1 DC Virgo Academy There was a full house at the fifth community conversation about gang /gun violence held on Monday, February 10 at D.C. Virgo Academy. This meeting was hosted by United Way of the Cape Fear Area, who invited representatives from local non - profits to provide information about services available that can help address this issue. Several non - profits were on hand to share information about their services with citizens who attended. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 41 Reducing Youth Gun Violence in Wilmington February 10 Meeting DC Virgo Academy Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 42 Reducing Youth Gun Violence In Wilmington Violence Reduction Initiative # 7 February 25, 2014 1 MLK Community Center Key highlights: Youth panelists included: Tyrone McMillan, Nick Dalucka, Ashley Newsome and Tyrone Brag. Each provided their background: Tyrone grew up on the Northside; felt it important to have a good mentor; now an entrepreneur and would encourage youth to give entrepreneurship a try — owns a skateboard company. Ashley, a former gang member who grew up in foster care; pregnant at 15 and a high school dropout. Felt it was important for people to give "props" to themselves for doing constructive things. Now 1 exam away from getting her GED and has a job! Nick, born in New Jersey but grew up in the Wilmington area; found it hard to fit in and make friends; felt gang violence is an issue, but is also being used to mask other things. Panelists felt they grew up in gangs for a variety of reasons, such as: inadequate after - school programming at recreation centers; inadequate family structure and parental participation in their children's activities; demolition of housing projects and facilities; and lack of affordable housing. Panelists felt kids cannot come to just any recreation center without fear of gang reprisal; rebuilding community trust is considered a real need; recreation centers (the few we have) close at 7 p.m., leaving nothing for kids to do in the evenings after that. It was noted by one person in the audience that, since the forums started, it has provided the opportunity for more conversations — in families with children — and around accountability. WPD Chief Ralph Evangelous was asked whether the police were adequately trained? He responded the WPD does State - mandated training on juvenile development and more training is being planned. Wilmington Mayor Bill Saffo was asked what the City is doing to hire ex- felons? He responded that the City provides financial support to L.I.N.C. and felt more dollars should be focused at prevention and intervention versus incarceration. In response to a question from the audience as to what can be done to improve things, officials emphasized that working hard and working together is the most important element to success. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 43 Reducing Youth Gun Violence In Wilmington The City Manager thanked everyone for staying with the series of forums since November 2013. A report of recommendations will be forthcoming within the next thirty days that will be based largely on previous discussions to date. The report will be posted on our website with an opportunity for the public to provide input. The City Manager noted that our community is not waiting for a final report to start work. Some initiatives that have already begun include efforts of the Chamber of Commerce to raise funds for the "closing the gap" summer achievement program at D.C. Virgo; more volunteerism and mentoring in the community. There is much more to come. Board of Commissioners - April 21, 2014 ITEM: 14- 1 - 44 Reducing Youth Gun Violence in Wilmington February 25 Meeting A4LK Community Center Board ofCommissioners April 21.2014 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: Aging PRESENTER(S): Ben Brow, Senior Resource Center Manager CONTACT(S): Ellen Connor, Nutritionist; Lena Butler, Purchasing Supervisor SUBJECT Consideration of a Resolution to Award a Contract to Interim HealthCare of the Eastern Carolinas, Inc. to Provide In -Home Aide Services for the County's Senior Resource Center BRIEF SUMMARY: The County acts as the pass -thru agent for the Home and Community Care Block Grant ( HCCBG). The County solicited proposals from qualified providers to be the implementing agency to provide in -home aide services for clients served by the County Senior Resource Center. Sealed proposals were accepted until 1:00 PM, March 26, 2014, and the County received two (2) proposals in response to this solicitation. Proposals were evaluated by a committee made up of NHC staff, HCCBG Advisory Committee, and the Area Agency on Aging. The review committee unanimously recommends the contract be awarded to Interim HealthCare of Eastern Carolinas, Inc., to be the Community Service Provider based on the following: Interim Healthcare will provide services for 57 clients as opposed to only 49 by Addus Healthcare. Level of Service — Level II and Level III clients require more additional support than Level I clients; therefore, the units of service must reflect more time to serve these clients. The units of service proposed by Addus Healthcare Care were 10,625 units of service compared to 11,156 offered by Interim Healthcare. Interim is better staffed, and demonstrates that they will better meet the needs of the clients they are contracted to serve. Term of Contract The initial term of the contract is from July 1, 2014 through June 30, 2015. This contract is contingent upon receipt of federal funding; any reduction or withdrawal of funding shall constitute grounds for the Agency to forthwith terminate all or a portion of this contract. Renewal The parties may by written agreement renew this agreement for four (4) additional (1) year periods upon the same terms and conditions as set forth herein except that to adjust for inflationary factors, price per unit of service charged will be negotiated to determine a guaranteed fixed price per unit of service. Any rate adjustments established will be effective July Ist of each renewal year and the increase shall not exceed the Consumer Price Index (CPI) inflation percentage as furnished by the NC Division of Aging. STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education Board of Commissioners - April 21, 2014 ITEM: 15 • Provide health and wellness education, programs, and services RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt resolution to award a contract to Interim HealthCare of the Eastern Carolinas, Inc. to Provide In -Home Aide Services for the County's Senior Resource Center. ATTACHMENTS: In -Home Aide Services Resolution Bid Summary COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 4 -0. Board of Commissioners - April 21, 2014 ITEM: 15 NEW HANOVER COUNTY BOARD OF COMMISSIONERS RESOLUTION AWARD OF CONTRACT FOR IN -HOME AIDE SERVICES WHEREAS, after due advertisement, proposals were received by the Purchasing Supervisor at 1:00 p.m. on March 26, 2014 for In -Home Aide Services for the County's Senior Resource Center, Request for Proposal (RFP) # 14 -0270; and WHEREAS, only two (2) bidders, Addus Healthcare and Interim Healthcare of the Eastern Carolinas, Inc., responded to the Request for Proposals (RFP); and WHEREAS, a committee familiar with Division of Aging and Adult Services standards evaluated the proposals and the committee unanimously recommends that the award to provide In -Home Aide Services go to Interim Healthcare of the Eastern Carolinas, Inc.; and WHEREAS, the recommendation of the committee is based on the fact that: • Interim Healthcare of the Eastern Carolinas, Inc. will provide services for 57 clients as opposed to only 49 by Addus Healthcare. • Level II and Level III clients require more additional support than Level I clients; therefore, the units of service must reflect more time to serve these clients. The units of service proposed by Addus Healthcare Care were 10,625 units of service compared to 11,156 offered by Interim Healthcare. • Interim is better staffed, and demonstrates that they will better meet the needs of the clients they are contracted to serve. NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of Commissioners that the contract for In -Home Aide Services for the County's Senior Resource Center, RFP #14 -0270 be awarded to Interim Healthcare of the Eastern Carolinas, Inc., and that the County is hereby authorized and directed to execute the contract, contract form to be approved by the County Attorney. ADOPTED this the 21st day of April, 2014. NEW HANOVER COUNTY Woody White, Chairman ATTEST: Sheila L. Schult, Clerk to the Board Board of Commissioners - April 21, 2014 ITEM: 15- 1 - 1 Board of Commissioners - April 21, 2014 ITEM: 15- 2 - 1 O n N Q r a LL y N� LL r � N C. V! fn 04 N O In 00 00 N V 0 I— In N M Q C 2 i N N W r r M M O r In O V N N r V N C m N R L N O M LO NO r v v > �# CD 2 O W LL Q E L N cn r W p fn W W 0 CL Q Z In O P— In W n O O O O W W N 0 co co O O � N C. L M V In CO 0 V In O In M 'a 0 to LO m M P- 00 cq M 2 Z y t R O 2 4- O V! � C O � V L Q W W U W U J Y N U W a W W m W m J J W > V LL O O J Q of U a R H 0 Z cj) CO of N W H O W W H O W W U U i u z U U_ M Z L) U a � U Z a W z U LL v a d U W R LL LL z d LL O LL O= Z p LL 0 LL 0 Z Q Q' J U y O O Q W W W M W 0 d LL M V N W W p W m W m> U Q W W U Z 00 LU W it m m> W W H Lu Q W Ir y CO CL H~ >> z Z W CO X W z m r N �_ 3 (n Z Z Z m W Z Z CO W a W z r WJ J J J J J J J J J J J J J Q W W W W W W W W W W W W Q Q i O U Q > > > > > > > > > > > > N 2 W W W W W W W W W W W W 00 m J J J J J J J J J J J J H H d Board of Commissioners - April 21, 2014 ITEM: 15- 2 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: Planning PRESENTER(S): Chris O'Keefe, Planning and Inspections Director CONTACT(S): Dennis Bordeaux, Inspection Manager and Chris O'Keefe SUBJECT Consideration of Amendment to Inspection Fee Schedule to Account for Disproportionate Charges for Trade Permits and Inspections in the Beach Communities BRIEF SUMMARY: In June 2013 the Board of Commissioners adopted a fee schedule which dramatically changed the way customers were charged for building permits and inspections. The fee proposal went from a pay as you go format to a system where only one payment per project would be required. The new system greatly reduces the number of transactions customers are required to make while keeping most of the fees at roughly the same level. Because Wrightsville Beach does their own plumbing and building inspections and both Carolina and Kure Beach do their own building work we had to devise a fee system to specially accommodate building inspection and permitting in those jurisdictions. It has been discovered that the adopted method for the beaches charges a disproportionately high fee for residential trade permits. This formula has been in place since March 3, 2014 and has impacted approximately 10 projects. Staff suggests charging a flat fee of $150 per trade for residential new construction trade permits for Wrightsville Beach, Carolina Beach and Kure Beach. This flat fee would be closer to the amount typically charged with the old system and would be easier to do business with since it would be predictable in every situation. STRATEGIC PLAN ALIGNMENT: Effective County Management • Increase efficiency and quality of key business processes • Understand and act on citizen needs • Deliver value for taxpayer money RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt the proposed amendment to the inspection fee schedule. Make the amendment retroactive so that overages can be reimbursed to building customers. ATTACHMENTS: Amended inspection fee schedule COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. Board of Commissioners - April 21, 2014 ITEM: 16 COMMISSIONERS' ACTIONS: Approved 4 -0. 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O 3 .� a u E U CL O 0 s O O 0 O aJ u L +' ++ ++ O C O C O C C O '~ ' bn bn bn a) c a) v .— a) a, Q• .E .E .E L L L lap C E C 7_ O \ . ai ai U M LO ++ O (p (p (p m C Ln a) s W O O O a) U L 'kn LO U cr cr N Z Z Z >= u i O pip •3 ` C — aJ L CL Y i C V O Board of - Agril 21, 20144" C C 0 Q m O Inmissioners ITEM: 16- 1- Y °C U U v s T O CL E aJ s U v v C v E 7 U O 0 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: April 21, 2014 REGULAR DEPARTMENT: Commissioners PRESENTER(S): Chairman White CONTACT(S): Sheila Schuh, Clerk to the Board SUBJECT Committee Appointments BRIEF SUMMARY: Vacancies exist on the following boards: New Hanover County Library Advisory Board New Hanover County Planning Board STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Make appointments. ATTACHMENTS: NHC Library Advisory NHC Planning Board COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Make appointments. COMMISSIONERS' ACTIONS: The following appointments were made. New Hanover County Library Advisory Board: John Gardner was appointed. New Hanover County Planning Board: Donna Girardot was appointed. Board of Commissioners - April 21, 2014 ITEM: 17 COMMITTEE APPOINTMENTS 1 Vacancy - 3-year term ending 8131117 APPLICANTS: John Gardner Diane Henson William "Will" A. Oden, III Attachments: Committee Information Sheets Applications ELIGIBLE FOR REAPPOINTMENT Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 1 NEW HANOVER COUNTY LIBRARY ADVISORY BOARD Number of Members: 12 Term: 3 years Regular Meetings: Third Thursday every month at 2:00 p.m. at the Main Library, 201 Chestnut Street, Wilmington, NC 28401 Statute or cause creating Board: Policy for the Governing and Operation of the Library. Brief on the functions: To develop necessary policies for the efficient and responsive operation of the County's public library system. Also responsible for making recommendations to the County Manager and County Commissioners concerning the operating and capital needs of the library. Board members are expected to actively promote the library's service program; keep abreast with trends in public library development and to work for the continued improvement of library services offered by the County. Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 2 TERM OF OFFICE CURRENT MEMBERS APPOINTMENT EXPIRATION T. Gwendolyn Grear Brown First 8/20/12 8/31115 3224 Amber Drive Wilmington, NC 28409 794 -9359 (H) 620 -4817 (C) Kemp Magnus Burdette, Secretary Unexpired 10/15/07 8/31108 116 Keaton Avenue First 8/18108 8/31/11 Wilmington, NC 28403 Second 8/15/11 8/31/14 264 -8036 (H) 762 -4744 (W) 264 -8036 (C) Denise Chadurjian Unexpired 8/19/13 8/31/15 409 S. Second Street Wilmington, NC 28403 919 - 218 -7470 (H) H. Conrad Luhmann, Chairman 1515 Village Drive, Apt. 3-�v�- First 8/15/11 8/31/14 Wilmington, NC 28401 -7524 399 -7664 (H) +� / Ellen B. O'Malley First 8/17/09 8/31 /12 249 Wetland Drive Second 8/20/12 8/31/15 Wilmington, NC 28412 791 -4333 (H) 465 -1307 (C) John Osinski First 8/15111 8/31/14 174 Treasure Island Way Wilmington, NC 28411 686 -2461 (H) 962 -4271 (W) Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 2 NEW HANOVER COUNTY LIBRARY ADVISORY BOARD (CONT.) Revised: 11/2112013 Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 3 TERM OF OFFICE CURRENT MEMBERS APPOINTMENT EXPIRATION Deloris H. Rhodes Unexpired 1/18/11 8/31/11 1005 Deepwood Place First 8/15/11 8/31/14 Wilmington, NC 28405 256- 0281(H) 352-3229(C) 962-7256(W) Harriet Smith First 8/19/13 8/31/16 1732 Signature Place Wilmington, NC 28405 256-7980 (H) 704-560-2245 Elizabeth Stanfield First 8/16/10 8/31/13 2910 Park Avenue Second 8/19/13 8/31/16 Wilmington, NC 28403 762-5151 (H) 617-5151 Emilie F. Swearingen Unexpired 11/18/13 8/31/15 830 Cutter Court Kure Beach, NC 28449 458-4430 (H) 620-0026 (C) Virginia Teachey, Vice-Chairman First 8/16/10 8131/13 8713 Champion Hills Drive Second 8/19/13 8/31/16 Wilmington, NC 28411 681-0320 (H) 520-0414 Bradford L. Walker First 8/19/13 8/31/16 306 Apollo Drive Wilmington, NC 28405 791-2669 (H) 620-5508 (C) 962-3718 (W) Director: Harry Tuchmayer File: /Library New Hanover County Library B/C #17 11.13 201 Chestnut Street Wilmington, NC 28401 798-6301 (Info) 798-6309 (Adm.) 798-6321 Revised: 11/2112013 Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 3 NEW HANOVER COUNTY BOARD OF COMMISSIONERS 230 Government Center Drive, Suite 175 t 1 Wilmington, NC 28403 COMMITTEE APPLICATION Telephone (910) 798 -7149' FAX (910) 798 -7145 L ." Board/Committee; F'_r k t o rr+ tc .f 1 _. L-% -hilly ,i Name: - 7Vnt"\ rr`.�rl C`f—M-L - —E-Moll- Home address: .�; Ur ,.+ N( i Mailing Address if different: mot; a."Le, (City) -110 ° vio -.3159 (zip code) Home Phone: _. A Fax: cf 10 Cell: ___ Business: Years living in New Hanover County: ` Alois: W Female: Race: W k) 4e. Age: -- (informat1w for the purpose of assuring a cross- sectbn of the communty) Do you have a family member employed by New Hanover County? If yesr name 0 Employer. 13 T A person curwWy employed by the agency or department for which As application is made, must resign hls/trer posi 'born with Now Hanover County upon appok6wnt in accordance with Arflce Vl, Sec a of the New Hanover County PamonnetPOlicy. Furtherawre, applicant should have no immediate family member employed by such agency or department. �` Occupation: _ 0 �a- - -� , r Professional Activities: /1� v� Volunteer Activities: �ti? A;y t,- ri SI .tea ' K'th r Why do you wish to serve on this board/committes? conflict of Interest IF aboard member behaves h"he has a conNfct or potental conflict of interest on a par0culat issue, that member should state this belief to the other members of tus4w respective board dun'ng a public meetfrig. The membershoutd state the nature of the conflict detalling that h&W* has a separate, private, or monetary interest, either Direct or indirect, in ft issue under consideration The merriber should than excuse Winselliherself from voting on tie matter. What areas of concern would you like to see addressed by this committee? Other municipal or county boards(committees on which you are serving: N.18 � T, List three local personal references and phone numbers: ✓y / p 1 C�\mAi a Mtn.- ox 2. tan A'% ii O,ireG- or -b 4 Date: Signature �""` A !f� caitont are keg on Me for 18 months 1 understand that an y bowo Q�rr dud t fee se may be ved without cause by a �€ Soar ylCommfsatanara. Please use reverse side for additional comments AFR - % 2014 Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 4 LIC C NEW HANOVER COUNTY BOARD OF COMMISSIONERS 230 Government Center Drive, Suite 175 Wilmington, NC 28403 COMMITTEE APPLICATION Telephone (910) 79 6-7149 FAX (910) 798 -7145 Board /Committee: Name: Name Address: e.w Courl� 4anover Mailing Address if different: 916 Home Phone: 2j 6- _ Fax: (City) (City) �F Ir E- Mail :! .9-y -4 Q (Zip Code) ,+ & (Zip Code) _ " cwt.) [P (e Business: Years living in Q A- �� 1e' 0. n New Hanover County: r� YLH) Male: Female: Race: O ENn e r 1 CCL Age: 51,0 (information for the purpose of assuring a cross - section of the community) A Do you have a family member employed by New Hanover County? if yes, name 1 V o Employer. 11 1 1 C.( T A person currently employed by the agency or lepartment for which this application is made, must resign his/her position with New Hanover County upon appointment, in accordance with Article Vl, Sec. 4 of the New Hanover County Personnel Policy. Furthermore, applicant should have no immediate family member employed by such agency or department. Occupation: Professional Activities: Volunteer Activities: Why do you wish to serve on this board /committee? 1, �" V0 i Ge' - Conflict of interest: If aboard member believes he/she has a conflict or potential conflict of interest on a particular issue, that member should state this belief to the other members of his/her respective board during a public meeting. The member should state the nature of the conflict, detailing that he/she has a separate, private, or monetary interest, either direct or indirect, in the issue under consideration. The member should then excuse himself/herself from voting on the matter. What areas of concern would you like to see addressed by this committee? ►�ev`, �1or• k�)&4 CA- f+�OGIGl�t'1(T�j aiihcations for serving: ©s Gommoo L&+)- pt�t,mci�1�� Other municipal or, boards /committees on which you are serving: n(J List three local personal references and phone numbers: R E C E I V E D , OCT 1. 2 9 ' ... 2. 3. NH BOCi: Date: - l o t z / C'1w I� "Z— Signature Applicatio�r s are kep on rite for 18 months f understand hat oard or commttt a ap#oinfeo may Be removed without cause by a majority of County Commissioners. Please use reverse side for additional comments Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 5 10/31/2013 08:35 9107944877 WARD AND SMITH, P.A. PAGE 01/02 NEW HANOVER COUNTY BOARD OF COMMISSIONERS 175 wm"hg . NC 2enttr ©rMs, quite COMMITTEE APPLICATION Tiophom (910) 798.7149 FAX (910) 796-7145 BoardlCormttlttee: Library Advisory Sward Name: William: "Will" A. Oden, III EW,211: aao @..ardaadsmith.00ae Home Address: 2201 Echo Lane Wilmington 20403 Mailing Address if 0ferent: N/A (CAW Rip Code) Hone Phone. N/A J; fbp; Fan: (910) 794 -487'7 Cali: 252- 474 -4227 19usln"s: 7g_ 4 -4013 Years living In New Hanover County. 64* * Note: � Female: ttat:e: Gaueasfan Age: 35 (Waynatlon for the purpose of osgwft a cross -Wtkn of the commun4y) Do you have a family member employed by New Hanover County? !f yes, name NO. Employer: Ward and Smith, P.A. A pwm curmtwy emptayw by the sgcncp or department for whloh We 00koko to made, MUSt Mien hWW pas/tbn WO New Haver County upon appolnfinenf, In aoeoe>snce w#h ANO W, gem 4 of tha Naav Honour Cowfy AarsoruW P*Acf+ FterMevntore appticaMShouid leave no imntetttefa f nHtymarrnberampJpyed by such agencyor *09rtment. pccnpaftn: Attorney ProfiessionalActivityes: Pleases see attacked. Voiuntee>arActivNes: Please see attached. Why do you wish to serve on this boardlcommittee? I mould like to be contribute to the effective operation of our library. Caontiler of lnt wff.l IF aboard rnamber befirves h"ft has a conglat or potanttal cmflief of INGINI on a parfkulor issue, Mel member Should sHfo MIS belief f0 the MW falters ct hlMW MMM'W board &^V a pubfh MOS&V. The nreMter should stoma ft teafuna of Me awdIl d detefttra that h&Vm heir a separato, private, ar mkt %7 tnMl+asL atMer direct or irttlmeat M the tsaue under consldsratlort. The member should then excuse httnsat&�haraelfh0m votMy on the matter. What ar+mas of concem would you like to tees addMsed by this committee? Continued improvement of library services and community outreach. Qualificatlons for serving: Please $00 attached. 00er municipal or county boardatcommMees on which you am serving: None currently- I Previously served on the Industrial Facilities and Pollution Control Financing Authority. List three local pefl9fOnal refierances and phoney numbers: 1. Allen Nelson Trask (o)(910) 794 -4804 2. Katherine Hamilton Walker (o) (910) 792 -6637 3. Jeremy Wilson (c)(919)323-5427 Dip. October 30, 2013 Appocattons nt kept on Me for ad montte8 Phase use norm side for additional comments Signature f I understated !1111 any board or a:ammkltt sppohrola fey be removsd without 0.ae by a maj jonty at County Comn ;Wanem Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 6 10/31/2013 08:35 9107944877 WARD AND SMITH, P.A. PAGE 02/02 William A. Oden, III Current Employment: Shareholder. Ward and Smith, P.A. Community Involvement., Legal • North Carolina Bar Association, Citircn Lawyer Committee Member and Local Bar Services Committee Member (Chair, Directory Subcommittee) • New Hanover County Bar Association, President (2012 - 2013): Vice President (2011- 2012); Secretary/Treasurer (2010. 2011): Member, Board of Directors (,2009 -2010) • Craven County Bar Association, former President (2006 -2007) and Vice President (2005 -2006) Other • greater Wilmington Chamber ofC(mtmerce Leadership Wilmington, Class of 2010 + Lowur Cape Fear Human Resource Association, Board Advisor and former President. Vice President. Legislative Chair and HR Rnundup Editor • North Carolina Society for Human Resource /Management, Leadership Council Member and Government AfThirs Co -Chair Education; Campbell Univemilty, Norman Adrian Wiggins School of Law, Suies Creek, NC • J.,D,/M.13,A,, Advocacy Track, May 2004 Honors and Activitiem • Campbell Law, Review, Business Editor and Staff Member • Published: 210 S /weak Of- N0i1 Tv Speak. That 45 /he Question: The tmpael gfAllorna), liew Privilege in Prosecuting the Death q( Dr. Eric Miller • Dean Jerome Prince Evidence Moot Court Competition Team • Lvne Star Classic Nationai Mock Trial Competition Team • ABA National Appellate Advocacy Competition Team • Calhoun Advocacy Award • Order of Old Kivett • Moot Court Competition, Sctni- Finalist and Moot Court Board Member • American Bar Association, Law Student Division • Lt, Governor of ABA Law School Representatives, 4th Circuit + Chapter President, Vice President • Honor Court, Justice • Campbell Law Observer, Case Summary Writcr • Phi Alpha Delta, law fraternity • Academic Committee Co -Chair • Men's Legal Caucus University of North Carolina at Chapel Hill • Bachelor of Art3, English and Philosophy, May 2001 Honors and Activities: • UNC Association of Leaders Repre.wntative • Gamma Sigma Alpha (national Greek honor fraternity) • Order of Omega (national Greek leadership honor fraternity) • Sigma Phi Epsilon, NC Delta Chapter, Chapter President • Phi Alpha Delta. pre -law service fraternity ■ public Kelations Committee and Fundraising Committee • 1.JNC Student Legal Services. Volunteer • NC Commission on Volunteerism and Community Service • Volunteer Peer Reviewer for Grant Applications Board of Commissioners - April 21, 2014 ITEM: 17- 1 - 7 COMMITTEE APPOINTMENTS PLANNING BOARD 1 Vacancy: 3 -Year Term Expiring 7/31/2017 APPLICANTS: Donna Girardot Micki Jay John Nesselroade Earnest W. Olds Stephen Brent Thomas Matthew Willis ELIGIBLE FOR REAPPOINTMENT Attachments: Committee Information Sheets Applications Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 1 NEW HANOVER COUNTY PLANNING BOARD Number of Members: 7 Term of Office: Three years Compensation: $20.00 per meeting Regular Meetings: First Thursday of every month at 5:30 p.m. in the Assembly Room of the New Hanover County Courthouse, 24 North Third Street, Wilmington, NC. Statute or cause creating Board: N. C. General Statutes 153A -321. New Hanover County Ordinance and Resolution establishing Planning Board dated September 2, 1980, for the purpose of planning and making recommendations in order that the elected and appointed officials of the County may competently perform their duties. Brief on the functions: Make studies of the County and surrounding areas; determine objectives to be sought in the development of the study area; prepare and adopt plans for achieving these objectives; develop and recommend policies, ordinances, administrative procedures, and other means for carrying out plans in a coordinated and efficient manner; advise the Board of Commissioners concerning the use and amendment of means of carrying out plans; exercise any functions in the administration and enforcement of various means for carrying out plans that the Board of Commissioners may direct; perform any other related duties that the Board of Commissioners may direct. Much of the Board's time is consumed with Land Use Planning, Zoning, and Growth Management Issues. Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 2 TERM OF OFFICE CURRENT MEMBERS APPOINTMENT EXPIRATION Richard M. Collier, Chairman expired 5/21/07 7/31/09 3708 Needle Sound Way First 7/20/09 7/31/12 Wilmington, NC 28409 -2829 _�� Second 7/23/12 7/31/15 790 -5769 (H) 520 -7754 (W) C. Andrew Heath, Jr. (Andy) -D First 7/21/08 7/31/11 3513 Aster Court 3 .5 it Second 7/11/11 7/31/14 Wilmington, NC 28409 790 -4580 (H) 858 -1904 (W) 368 -9610 (C) Daniel Hilla, Vice - Chairman Unexpired 10/18/10 7/31/11 622 Timberlake Lane First 7/11/11 7/31/14 Wilmington, NC 28411 686 -4464 (H) 443 -4454 (W) Lisa Mesler First 7/23/12 7/31/15 4825 Castleboro Court Wilmington, NC 28411 297 -2171 (H) 793 -3903 (W) Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 2 NEW HANOVER COUNTY PLANNING BOARD (CONT.) Revised 7/18/2013 Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 3 TERM OF OFFICE CURRENT MEMBERS APPOINTMENT EXPIRATION Tamara Carter Murphy First 7/12/10 7/31/13 5105 Exton Park Loop Second 7/15/13 7/31/16 Castle Hayne, NC 28429 623 -4011 (H) 251 -4048 (W) Edward T. (Ted) Shipley, III First 7/15/13 7/31/16 2226 Lynnwood Drive Wilmington, NC 28403 386 -6589 (C) 815 -7123 (W) David F. Weaver First 7/23/12 7/31/15 4929 Pine Street Wilmington, NC 28403 799 -9772 (H) 620 -7800 (W) Director: Chris O'Keefe File: /Planning Planning & Inspections Department B/C #24- 7.13 Planning Manager: Shawn Ralston 230 Government Center Drive, Suite 110 Wilmington, NC 28403 798 -7165 Revised 7/18/2013 Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 3 NEW HANOVER COUNTY BOARD OF COMMISSIONERS' 230 Government Center Drive, Suite 175 Wilmington, !vc 28403 COMMITTEE APPLICATION Telephone (9 10) 798 -7149 FAX (910) 798-7145 Board/Committee: New Hanover County Planning Board Name: Donna Girardot E-Maii:dlgirardot@gmail.com Home Address: 927 Radnor Road Wilmington 28409 (Zip C;0(18) Mailing Address if different: (City) (Zip Code) Home Phone: (910) 452 -1078 Fax: NA Cell: (910) 264 -9696 Business: NA Years living in New Hanover County: 18 year Male: Female: ✓ Race: Whi to Age: (Information for the purpose of assuring a cross - section of the community) Do you have a family member employed by New Hanover County? If yes, name No Employer. A porson currently em oy y ®agency w partment -whit this appfication is mado, mu resrgn h' er posidon with ew rarer. County upon apporhiment, in accordance with Article W, Sec. 4 of the New Hanover County Personnel Policy. Furthermore, applicant should have no immediate family member employed by such agency or department. Occupation: Former Executive Officer Wilm -Cape Fear Home Builders Assn. and BASE CEO (Ret) Professional Activities: (see attached) Volunteer Activities: (see attached) Why do you wish to serve on this board/committee? Following a five year recession,NHC is uniquely poised for enhanced economic development, job growth and an increased tax base.(attached) Conifict of interest: If aboard member believes he/she has a conflict or potential conflict of interest on a particular issue, that member should state this belief to the other members of hisrher respective board during a public meeting. The member should state the nature of the conflict, detailing that he/she has a separate, private, or monetary interest, either direct or indirect, in the issue under consideration. The member should then excuse himself/herself from voting on the matter What areas of concern would you like to see addressed by this committee? I am anxious to play a part in furthering the economic enhancement, job creation and quality of life in NHC. Qualifications for serving: (see attached) Other municipal or county boardslrcommittees on which you are serving: None RECEIVED List three local personal references and phone numbers: MAR 11 2014 1. NBC Commissioner Beth Dawson, (910) 782 -2010 2. Michael Lee, (910)399 -3477 3. Brian Eckel, (910)344 -1000 c Date: 3/10/14 Signature Applications are kept on file for 18 months I understand that any board or comm ee appointee maybe removed without cause by a majority of CountyCommissioners. Please use reverse side for additional comJgoanrt8 of Commissioners - April 21, 2014 ITEM: 17- 2 - 4 DONNA GIRARDOT Xont'd) Professionals Activities and (Cont'd) Qualifications for Serving NEW HANOVER COUNTY PLANNING BOARD I am very familiar with local planning and zoning issues /regulations, and land use legislation at the NC General Assembly, having served for 12 years as Executive Officer of the Wilmington -Cape Fear Home Builders Association and CEO of BASE (Business Alliance for a Sound Economy) as well as numerous state and local boards and committees. In these capacities I have served on the NC DENR Secretary's Outside Involvement Roundtable; co- authored with Spencer Rogers of NC SeaGrant a FEMA and National Flood Insurance Program- endorsed brochure on flood rate maps; serve as a Board Member of the North Carolina Coastal Resources Law, Planning and Policy Center which was formed in 2004 by the UNC -CH School of Law and the NC SeaGrant Program; was appointed by the NC Division of Coastal Management to the 2008 Ocean Policy Steering Committee; SC- NC SeaGrants' Climate Extension Advisory Committee; and the NC Estuarine Shoreline Steering Committee. (Cont'd) Volunteer Activities I am a member of long- standing and a former member of the Board of the Willmington Rotary Club; served as 2010 Chairman of the Cape Fear Area United Way; serve on the UNCW Master in Public Administration Advisory Board; was a Founding Member of the Stewardship Development Award; have taught various classes at UNCW; was the 2007 Elderhaus Community Service Recipient of the Excellence in Profession Award; was chosen by Greater Wilmington Businesslournal as 1 of 10 "Women in High Places;" and was a 2008 Cape Fear Woman of Achievement nominee. Xont'dl Why do you wish to serve on this board /committee? This will be guided by the drafting and adoption of the new Comprehensive Plan and future actions of the Planning Board the County Commissioners. I would like to contribute my experience and expertise to this process. Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 5 NEW HANOVER COUNTY BOARD OF COMMISSIONERS 230 Government Center Drive, Suite 175 Wilmington, NC 28403 COMMITTEE APPLICATION Telephone (910) 798 -7149 FAX (910) 798 -7145 Board/Committee: Name: ----f —�; Home tt�� Address: 7: L-AAl � I V (; �3 D 14 A-A Wx ��tittkT ►' :� 4 Y w s_ ` +rIA41H111� yyf E Mail: _I t C Li j 0.`m q( a M; f Mailing Address if different (COY) (4 Code) Home Phone: td R q ` A5 kFm- Cell: Business: Years living In New Hanover County. Male: Female: Race: Age: 71 (inform gbnn Zr the purpose of assuring a cross- section of the community) Do you have a family member employed by New Hanover County? If yes, name 40 Employer. 1 'L. U A person currently employed b the agency or department for which this application !s made, must resign hisftr position with New Hanover County upon appointment, to accordance withAr" Vl, Sac. 4 ofthe New Hanover County Personnel Policy. Furthermore, applicant should have no immadiate family member employed by such agency or department k.:i-q- M Z K Occupation: L6 6,t 4,t A 1''Qve' IrAi i D 0Pe('44-Z;(t -- n i r.. A r .. r� � l_ Volunteer Activides: Why do you wish to serve on this board/committee? eit, l wLrl,; 'if-, 0,u ap,A Conflict of lnterost If a board membeiVelieves hWshe has a conflict or potential conflict of interest on a Issue that member should state this belief to the other numbers of his4w respective board doming a public meating. The member should state the nature of the conAkt, dealing that he✓she has a separate, private, or monetary Interest, either direct or indirect, in the issue under consideration. The member should then excuse himse/fiherself from voting on the matter. What areas of concern would you like to see addressed by this commitiee? z a l"t c. eves Pr i,�(`dU -� � �J� 4� _�`.�{ t L�Q✓ ���Jr1f'7dTde� i��Ah.S Qualifications for servinx _ t,.014 1Z 0I7`f L-A I �* &,j w r (,4 y v IJcS W mtant4 ctetrs in Loc. k,}Zt ,, Ch U �p Other municipal or county boards/committees on which you are serving: k,Ot �' -54-19 List three local personal references and phone numbers: r. 1. ,)J(e(4 rjMkj - LOYLI, f -etA,. CEue 0 I6vjSM 2. _L/r. -r nt 3. k) I --, Viurr, k UNC- U `to qGZ - 74G o qlo 719 47,q { Date: /?>I //'if Signature Applicad is are(kapt on file for 10 months I understand that any board or without cause by a ma%rfty of Please use reverse side for addhional com~ai of Commissioners - April 21, 2014 ITEM: 17- 2 - 6 RECEIVED MAR 31 2014 NU SUCC appointee may be removed NEW HANOVER COUNTY BOARD OF COMMISSIONERS 230 Govemment Center Drive, Suite 175 Wilmington, NC 28403 COMMITTEE APPLICATION Telephone (910) 798 -7149 FAX (910) 798 -7145 Board /Committee: New Hanover County Planning Board Name: John Nesselroade E_Maii:john@tiliapartners.com Home Address: 513 Moss Tree Drive Wilmington 28405 (Street) (zip o e Mailing Address if different. Home Phone: 910- 508 -2608 Fax: 910- 679 -4534 (City) (Zip Code) Cell: 910- 508 -2608 Business: 679 -4093 Years living in New Hanover County: 13 Male: ✓ Female: Race: Caucasian Age: 50 (Information for the purpose of assuring a cross - section of the community) Do you have a family member employed by New Hanover County? If yes, name No Employer. Tilia Fiduciary Partners A person currently employed by the agency or department for which this application is made, must resign his/her position with New Hanover County upon appointment in accordance with Article Vl, Sec. 4 of the New Hanover County Personnel Policy Furthermore, applicant should have no immediate family member employed by such agency or department. Occupation: Investment Advisor Professional Activities: Volunteer Activities: Why do you wish to serve on this board/committee? Balance economic development and citizen's quality of life against the backdrop of our location, legacy institutions and potential. Conflict of Interest: if a board member believes he /she has a conflict or potential conflict of interest on a particular issue, that member should state this belief to the other members of his/her respective board during a public meeting. The member should state the nature of the conflict, detailing that he /she has a separate, private, or monetary interest, either direct or indirect, in the issue under consideration. The member should then excuse himselfiherself from voting on the matter What areas of concern would you like to see addressed by this committee? Sustainable growth and job competitiveness, access to parks and recreation, affordability, coastal sensitivity. Qualifications forserving: Lived in both urban and rural settings, former Chairman, Wilmington Housing Authority, Chairman, Landfall Council of Association, raised 3 kids /public school Other municipal or county boards/committees on which you are serving: None at present. List three local personal references and phone numbers: RECEIVED 1. Walker Abney, 910 - 465 -7744 Business Partner 2. Frank Gibson, 910 - 763 -2426 Attorney 3. David Whaley 910 - 256 -6366 Certified Public Accountant S Date: June 18, 2013 Signature N Applications are kept on file for 18 months I understand that any Without causAe b� � Please use reverse side for additional commptird of Commissioners - pr r nI 4 (2- /1 SZ- Z 17 -2 -7 NHC BOCC Commissioners. be removed NEW HANOVER COUNTY BOARD OF COMMISSIONERS 230 Government Center Drive, Suite 175 Wilmington, NC 28403 COMMITTEE APPLICATION Telephone (910) 798 -7149 FAX (910) 798 -7145 Board/Committee: New Hanover County Planning Board Name: Ernest W. Olds E-Maii:"Olds@beckermorgan.com Home Address: 7711 Marymount Drive, Wilmington, NC 28411 (Street) y (Zip Code) Mailing Address if different: (City) Homophone: 410- 726 -4277 Fax: Cell: 410- 726 -4277 (Zip Code) Business: 341-7600 Years living in New Hanover County 4 Male: ✓ Female: Race: Fite Age: 56 (Information for the purpose of assuring a cross - section of the community) Do you have a family member employed by New Hanover County? If yes, name Employer. Becker Morgan Group, Inc. A person currently employed by the agency or department for which this application is made, must resign his/her position with New Hanover County upon appointment, in accordance with Article Vl, Sec. 4 of the New Hanover County Personnel Policy Furthermore, applicant should have no immediate family member employed by such agency or department. Occupation: Architect Professional Activities: Director /AIA Wilmington Volunteer Activities: Wilmington Rotary Club Whydo you wish to serve on this board/committee? My Professional background and interests are in planning and design. Look forward to an opportunity to have a positive impact for NHC. Conflict of Interest: If a board member believes he/she has a conflict or potential conflict of interest on a particular issue, that member should state this belief to the other members of his/her respective board during a public meeting. The member should state the nature of the conflict detailing that he/she has a separate, private, or monetary interest either direct or indirect in the issue under consideration. The member should then excuse himself/herself from voting on the matter What areas of concern would you like to see addressed by this committee? Planning regulation that is supportive of growth, business - friendly and environmentally sensible. Qualifications forserving: I have 29 years experience as a registered architect; served 10+ years on an historic district commission in another state. Other municipal or county boards/committees on which you are serving: None List three local personal references and phone numbers: , E C E I V E D 1. Connie Majure- Rhett: 910- 762 -2611 JUN 2 8 2013 2. Neal Andrew: 910 - 202 -5555 3. Billy King: 910 - 763 -8414 Date: 27 June 2013 Signature Applications are kept on file for 18 months I understand t at any board WconYmPttee appointee may be removed without cause by a majority of County Commissioners. Ple 1a se use reverse 'do for additional comme y� �j Z / ( e4 �;l,gf, i$a1c g - April 21, 2014 ` ITEM: 17- 2 - 8 MEW HANOVER COUNTY �a ""'!�.►; BOARD OF COMMISSIONERS / - , • �'�'� 230 Govenwnwit CenlarDY10% Sure 175 H6nkWkwkJVC ,o); ;� COMMITTEE APPUCATION f Tabome, 19 F"(910) M&7145 Bowd/Commlttee: MC Planning Board Name: Stephen Brent nceas, Ps Ewa& atepbon. thasaaseurs. am Home Addreas:7323 Hawn Way, Wilmington, NC 28411 Malft Address If dMenent. - - Same = - (Cay) (4 Coda) Home Phone: N/A Fax: 763 -8289 Ceit 76 -2655 Buaness.667 -2389 Years living in New Hanover County: 2.5 Male: ✓ Female: Ra�Caucasian Age. 38 (ft tnoft for the pwpoee ofswuriig a aosa-sectim orMe cormrrinW) Do you have a family member employed by New Hanover County? if yes, name pD E�Y� ZTRS Cozporation -North Csrolina A pennon agency or depe►brrwrr !for is , rrwst Fhnovar upon in scewdswowMAWdeVl, Sec .4offtNewHwmwCow*PtromWPoecy. AurNnsmpns, appeantahouidl+ eveno/ rmrs�aGehr+ rAiY ►rMSrnGsremployedbysu�hageneyor deparbnant. OcCUpa"n.Sr. Civil Engineer / Project Manager Professions! Activltles: I manage multi- discipliary engineering projects across NC, SC, and VA VohuttwAcdvlNes :Vice -Chair USGBC NC, Past Chair and Vice - Chair- Society of American Milita Why do you wish to serve on this boardfcommlttee? I have long been interes ted in good planning, zoning, and land use and believe I have a deep understanding of the factors involved. CaadW of fnh, I to board member balsm herldu has a cmdAd or poftnW convict dk*#*d cn a paricd1@rhaue, 0W nmom skKW sftb 0* 6MW ft Mrs oNW msmbmo/hft&wrews ffie6wdditvapubftnvnsm0w The mambershoddabnbetheneMsditcanM ,tdehifDSW hewn hnanpara6s pdwotormarslwy k*mt eNw Ood orbm*wt lh ero boos under omokWaftL The member WmAf Ban exam buns O wseuevm vo ft one* manes. What &roes of concern would you Mks to see addneased by this oomm/tbee? Continued dilligeace in overseeing land use in a sustainable manner that promotes long -tern needs of County. Qu&IlBeatlons forservtng: I am a Professional 8ngineer who has worked on land development projects in NBC for over 9 years. I believe in fair and even application of the ordinance. Other munkipal or county boards /committees on which you &re serving: None at this time . List three local personal tolkw mm and phone numbers: RECEIVED 1. Richard Collier, 520 -7754 SUR 1 1 9013 2 Andy Heath, 368 -9610 NNE 110cc 3. Shawn Ralston, 798 -7444 Date: September 10, 2013 Signature 4/� � - -� e— � y AppAcadons am kept on fie for 18 months I underabnd thsFiny board or commutes appoMtee may be removed Board of Comrr maj*" A**A tofCountyCommleelonenL Phon use reverse aide for additional comments ITEM: 17- 2 - 9 To: Pefle 1 W 1 2013 -OB -20 10:05:54 (OF-AT) 16804012003 From: Matt %M111. NEW HANOVER COUNTY BOARD OF COMMISSIONERS 230 GovffnnW* Center Drlve, SUN& 175 COMMITTEE APPLICATION ),9 FAX (910) 796.7145 Board/Committee: New Hanover County Planning Board lye; Matthew Willis E, Waif.mwillis @terrapinprocess.aom Home Addr"V 2222 Brandon Rd Wilmington 28405 Melling Address If dfierent: (CRY) (Zt1 Code) Home Phone: Fax. 888 - 491 -2003 C811: 910-539-2002 Business: Years living in NOW Hanover County: i0 Maio: ✓ Fsnla/e: :White Agw.37 (informatlbn for the purpose of assuft a cross -swtbn of the conmunlly) Do you have a family member employed by New Hanover County? N yes, name Laura Willis (NHC Schools) Employer: Terrapin Process Inc. A Parson a-o dfy w*kyed by Wa syency or abperbmnt for wbkb ,must as s w1Mr Artk* N, Sec. 4 ofd* Now hfenoWGow* Psrswrbl POW FW1Wff ors, WftW SftW hM no fmmsdYlM W4W mambW by such ayaWa ds &0".. Occupation: Industrial Sales Profession/ ACOWdes: Volunteer Acdvidw. 82B Committee, WS Marathon Committee, Cherubs NC Rep, ali's Family Fun Rur. Why do you wish to serve on this boalafton nifte? Promote growth in NHC while protecting the character of the region. tasr~ 0(kNWWL to board member bognm hwWw hw a conSot or possmW conW o0 woo oo on a psoa r leans, pnt mambsr ahoufd $tale OW 66W fo pM 00W members of hiafier rsepscpMe board dYxfitp a pubpc nnetlrg nw member sWW WM pre MWm of dw aardNo t dera OV pm b&Wo has a eeparals, PdKW or M&*Wy lrlferea� ehhM aYreeY or hrdireo4 in pw bens under oarsldsreVbrt. The maftr show Wen arouse Mmeedribsrssp hnm V06V on #* nwnw What areas of concern would you Ilk* to see add hosed by this t omm ttee? Water access, streamlining county and municipal regulations QuallflCayoniforservh;g• Travelled to 48 states and internationally (have seen things done right and wrong), small business owner. Other munic#W or county board:/comntlttees on which you am serving: List three local personal references and phone num6em EC E i V E D 1. Brian Money (910) 526 -3788 2 Henry Singletary (910) 297 -1036 3. Jim McFarland (910) 612 -4995 F' BOCC Dom; 28 June 2013 S/grraturo AppNcadons are kept on Me for 18 months 1 ands end sny or appokpse Y be removed wN Wat esu by a m4%ft M CowHy CemnW%W*nere. Phases use nwerae skis for sdmlfonal comments f'� ` 41 tf- S-&w - Board of Commissioners - April 21, 2014 ITEM: 17- 2 - 10