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Agenda 2019 12-02
NEW HANOVER COUNTY BOARD OF COMMISSIONERS AGENDA Assembly Room, New Hanover County Historic Courthouse 24 North Third Street, Room 301, Wilmington, NC 28401 Jonathan Barfield, Jr., Chairman I Julia Olson- Boseman, Vice- Chairwoman Patricia Kusek, Commissioner I Woody White, Commissioner I Rob Zapple, Commissioner Chris Coudriet, County Manager Wanda Copley, County Attorney I Kym Crowell, Clerk to the Board DECEMBER 2, 2019 4:00 PM MEETING CALLED TO ORDER (Chairman Jonathan Barfield, Jr.) INVOCATION (Reverend Cheryl M. Walker, Unitarian Universalist Congregation of Wilmington) PLEDGE OF ALLEGIANCE (Commissioner Zapple) ELECTION OF CHAIRMAN AND VICE - CHAIRMAN (Wanda M. Copley, County Attorney, Presiding) APPROVAL OF CONSENT AGENDA CONSENT AGENDA ITEMS OF BUSINESS 1. Approval of Minutes 2. Adoption of State Road Resolution 3. Adoption of Public Officials Bond Resolution 4. Approval of October 2019 Tax Collection Reports ESTIMATED MINUTES REGULAR AGENDA ITEMS OF BUSINESS 10 5. Consideration of Contract Award for 2020 Mason I nlet Maintenance Dredging Event 10 6. Consideration of New Hanover County Senior Resource Center Renovation Contract Award and Adoption of Budget Amendment 20 -031 10 7. Public Hearing on Proposed $44,000,000 Financing of Improvement Projects and Adoption of Approving Resolution PUBLIC COMMENTS ON NON - AGENDA ITEMS (limit three minutes) ESTIMATED MINUTES ADDITIONAL AGENDA ITEMS OF BUSINESS 8. Additional Items County Manager County Commissioners Clerk to the Board County Attorney 9. ADJOURN Board of Commissioners - December 2, 2019 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 - December 2, 2019 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 CONSENT DEPARTMENT: Governing Body PRESENTER(S): Kym Crowell, Clerk to the Board CONTACT(S): Kym Crowell SUBJECT: Approval of Minutes BRIEF SUMMARY: Approve minutes from the following meeting: Regular Meeting held on November 18, 2019 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 5 -0. Board of Commissioners - December 2, 2019 ITEM: 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 CONSENT DEPARTMENT: Governing Body PRESENTER(S): Kym Crowell, Clerk to the Board and Brad Schuler, Senior Planner CONTACT(S): Kym Crowell and Brad Schuler SUBJECT: Adoption of State Road Resolution BRIEF SUMMARY: NCDOT is considering the addition of the following roads as the roads meet the standards and criteria established by the state and county and requesting the board to adopt the resolution in support of adding the roads to the state system: • Pine Hollow Drive and McGinnis Lane located within the Belle Meade (section 1) subdivision in New Hanover County (Division File No: 1270 -N) STRATEGIC PLAN ALIGNMENT: Superior Public Health, Safety and Education • Keep the public informed on important information RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt SR -2 resolution. ATTACHMENTS: NCDOT Request Letter and Maps NHC Locator Map SR -2 Resolution COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Board of Commissioners - December 2, 2019 ITEM: 2 Approved 5 -0. Board of Commissioners - December 2, 2019 ITEM: 2 'nsT'Ar`f�" =n.0 STATE OF NORTH CAROLINA DEPARTWNT OF TRANSPORTATION ROY COOPER GOVERNOR November 6, 2019 Ms. Kym Crowell, Clerk to the Board New Hanover County Board of Commissioners 230 Government Center Drive, Suite 175 Wilmington, NC 28403 Subject: Proposed Roadway Additions to the State System of Highways (Division File No: 1270 -N) Dear Ms. Crowell: JAMEs H. TROGDON, III SECRETARY This office is considering the addition of the following roads; Pine Hollow Drive and McGinnis Lane located within the Belle Meade (Sections 1) subdivision to the state maintenance system. After the Board's consideration please furnish this office with the current county resolution and official road names for our further handling. If I may be of further assistance, please call me at 910 398 -9100 Thank you, t Cia er Specialist I Enclosures: Copy of SR -1 Road Petition request form, plat maps and locator map State of North Carolina I DeprEment of Transportation I Division 3, District 3 300 Division Drive, Wilmington, NC 28401 Customer Service: (877) 368 -4968 Board of CommigNriMIDgbecember 2, 2019 mm.iicdot.gov ITEM: 2 -1 -1 a 7t r1('j q V; s1.) North Carolina Department of Transportation FLO Division of Highways Petition for Road Addition ROADWAY INFORMATION: (Please Printrrype) County: New Hanover Road Name: Pine Hollow Rd (Please Hal additional street names and lengths on the back of this form, j Subdivision Name: Belle Meade Plantation Length (miles): 0.21 Number of occupied homes having street frontage: 24 Located (miles): 0,40 miles N ❑ S ❑ E Z W ❑ of the intersection of Route US421 and Route 1237 (Check one) (SR, NC, US) (SR, NC, US) We, the undersigned, being property owners and/or developers of Belle Meade Plantation in New Hanover County, do hereby request the Division of Highways to add the above described road. CONTACT PERSON: Name and Address of First Petitioner. (Please Print/Type) Name; Denys Vielkanowitz Phone Number: 336 392 -6949 Street Address: 4247 Pine Hollow Rd Mailing Address: Wilmington, NC 28412 Name PROPERTY OWNERS Mailing Address First petitioner re resenting for all 53 Property Owners (52 Lots + HOA Common Area) Form SR -1 (312006; Rev 1/2010) Board of Commissioners - December 2, 2019 ITEM: 2 - 1 - 2 Telephone RECEIVED MW VNIA DIVISION 3 OFFICE INSTRUCTIONS FOR COMPLETING PETITION: 1. Complete Information Section 2. Identify Contact Person (This person serves as spokesperson for petitioner(s)). 3. Attach two (2) copies of recorded subdivision plat or property deeds, which refer to candidate road. 4. Adjoining property owners and/or the developer may submit a petition. Subdivision roads with prior NCDOT review and approval only require the developer's signature. 5. If submitted by the developer, encroachment agreements from all utilities located within the right of way shall be submitted with the petition for Road addition. However, construction plans may not be required at this time. 6. Submit to District Engineer's Office. FOR NCDOT USE ONLY, Please check the appropriate block ❑ Rural Road ❑ Subdivision platted prior to October 1, 1975 $PSubdivision platted after September 30, 1975 REQUIREMENTS FOR ADDITION If this road meets the requirements necessary for addition, we agree to grant the Department of Transportation a right-of-way of the necessary width to construct the road to the minimum construction standards of the NCDOT. The right -of -way will extend the entire length of the road that is requested to be added to the state maintained system and will include the necessary areas outside of the right -or -way for cut and fill slopes and drainage. Also, we agree to dedicate additional right-of-way at intersections for sight distance and design purposes and execute said right -of -way agreement forms that will be submitted to us by representatives of the NCDOT. The right -of -way shall be cleared at no expense to the NCDOT, which includes the removal of utilities, fences, other obstructions, etc. General Statute 136 -102.6 states that any subdivision recorded on or after October 1, 1975, must be built in accordance with NCDOT standards in order to be eligible for addition to the State Road System, ROAD NAME HOMES LENGTH I ROAD NAME HOMES LENGTH McGinnis Ln 30 0.21 1 Form SR -1 (312006; Rev 112010) Board of Commissioners - December 2, 2019 ITEM: 2 - 1 - 3 C-Eopase-r,) P0 7:400 (e'jrq tg: uG -------- -- -------------- - ------------ U-4- ----------- - fr VCNTY MAF -,-ixx Ix P BELLE M,�-ADF P�POUATIOIN A BELLE M,�-ADF P�POUATIOIN - - . . . - - - - - - - - - - ------- . .......... —:11--1 U4. 0, �U- BELLE M,�-ADF P�POUATIOIN —:11--1 0, �U- .. .. ...... Doo1r, qq Fait, SO RECORDED BY A 04> 20050 213 52 0 Board of Commissioners - December 2, 2019 ITEM: 2 - 1 - 4 :tj zwl 2M' J.ZU4 2ZH IM ZU-1 2794 1769 2= 253" 1601 Z2, ZO tis 10 2576 2538 Chum 2= j-7a Z5,j—q � Board ofCommissioners December 2.2019 ITEM: 2 1 5 NORTH CAROLINA STATE DEPARTMENT OF TRANSPORTATION REQUEST FOR ADDITION TO STATE MAINTAINED SECONDARY ROAD SYSTEM North Carolina County of New Hanover Road(s) Description: Pine Hollow Drive and McGinnis Lane located within the Belle Meade (section 1) subdivision in New Hanover County (Division File No: 1270 -N) WHEREAS, a petition has been filed with the Board of County Commissioners of the County of New Hanover requesting that the above described road(s), the location of which has been indicated on a map, be added to the Secondary Road System; and WHEREAS, the Board of County Commissioners is of the opinion that the above described road(s) should be added to the Secondary Road System, if the road(s) meets minimum standards and criteria established by the Division of Highways of the Department of Transportation for the addition of roads to the System. NOW, THEREFORE, be it resolved by the Board of Commissioners of the County of New Hanover that the Division of Highways is hereby requested to review the above described road(s), and to take over the roads) for maintenance if they meet established standards and criteria. CERTIFICATE The foregoing resolution was duly adopted by the Board of Commissioners of the County of New Hanover at a meeting on the 2nd day of December, 2019. WITNESS my hand and official seal this the 2nd day of December, 2019. Kymberleigh G. Crowell, Clerk to the Board New Hanover County Board of Commissioners Form SR -2 Please Note: Forward directly to the District Engineer, Division of Highways. Board of Commissioners - December 2, 2019 ITEM: 2 - 3 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 CONSENT DEPARTMENT: County Attorney PRESENTER(S): Kemp Burpeau, Deputy County Attorney CONTACT(S): Kemp Burpeau SUBJECT: Adoption of Public Officials Bond Resolution BRIEF SUMMARY: Pursuant to General Statute 58- 72 -20, the board is to review annually the Surety Bond coverage for the following: Finance Officer $500,000 Sheriff $ 25,000 Register of Deeds $ 50,000 Tax Collector $100,000 Staff has verified that adequate coverage is in full force and effect. STRATEGIC PLAN ALIGNMENT: RECOMMENDED MOTION AND REQUESTED ACTIONS: Adopt the resolution. ATTACHMENTS: Public Officials Bond COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 5 -0. Board of Commissioners - December 2, 2019 ITEM: 3 NEW HANOVER COUNTY BOARD OF COUNTY COMMISSIONERS RESOLUTION OF APPROVAL OF PUBLIC OFFICIALS BOND WHEREAS, pursuant to Chapter 58 -72 -20 of the North Carolina General Statutes, the Board of County Commissioners conducts an annual review of public official bonds; and WHEREAS, said bonds have been reviewed by the County Attorney and found to be in full force and to be in proper format. NOW, THEREFORE, BE IT RESOLVED, that the New Hanover County Board of Commissioners does hereby approve the Surety Bond for the Finance Officer, Sheriff, Register of Deeds, and Tax Collector. This designation of approval is hereby incorporated within the respective bond as if set out in its entirety on the face thereof. ADOPTED, this the 2nd day of December, 2019. NEW HANOVER COUNTY Chairman ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - December 2, 2019 ITEM: 3 - 1 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 CONSENT DEPARTMENT: Tax PRESENTER(S): Trina Lewis, Collections Supervisor CONTACT(S): Trina Lewis SUBJECT: Approval of October 2019 Tax Collection Reports BRIEF SUMMARY: NCGS 105 -350 requires the Tax Collector to submit a report showing the amount of taxes collected. Overall Collection Percentages for October 2019 are ahead of collections for October 2018. The report for October 2019 in comparison to October 2018 is as follows: New Hanover County October 2019 October 2018 Real Property 18.50% 16.76% Personal Property 12.52% 10.58% Motor Vehicle 100.00% 100.00% Overall Collection Rate 19.93% 18.20% Total Collected YTD $32,573,097.55 $29,336,034.05 New Hanover County Debt Service October 2019 October 2018 Real Property 18.48% 16.68% Personal Property 12.35% 10.68% Motor Vehicle 100.00% 100.00% Overall Collection Rate 19.90% 18.12% Total Collected YTD $4,288,526.79 3,841,329.48 Grand Total Collected YTD $36,861,624.34 $33,177,363.53 New Hanover County Fire District October 2019 October 2018 Real Property 18.21% 16.64% Personal Property 8.31% 10.14% Motor Vehicle 100.00% 100.00% Overall Collection Rate 19.469/c 18.449/c Total Collected YTD $1,982,969.99 $1,797,755.35 Board of Commissioners - December 2, 2019 ITEM: 4 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: New Hanover County Monthly Collection Report for October 2019 New Hanover County Debt Service Monthly Collection Report for October 2019 New Hanover County Fire District Monthly Collection Report for October 2019 COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 5 -0. Board of Commissioners - December 2, 2019 ITEM: 4 New Hanover County Monthly Collection Report for October 2019 Current Year 2019 -2020 Scroll /Billed Abatements Adjustments Real Estate Personal Property Motor Vehicles Combined $ 146,530,178.84 $ (17,536.34) $ 2,644.68 $ 12,766,260.74 $ (115,046.02) $ 282,808.46 $ 3,821,419.76 $ $ $ 163,117,859.34 (132,582.36) 285,453.14 Total Taxes Charged Collections to Date *Refunds Write -off $ $ $ $ 146,515,287.18 27,150,783.59 50,757.47 (193.09) $ $ $ $ 12,934,023.18 1,619,113.03 898.73 (765.51) $ $ 3,821,419.76 3,821,419.76 $ $ $ $ 163,270,730.12 32,591,316.38 51,656.20 (958.60) Outstanding Balance $ 119,415,067.97 $ 11,315,043.37 $ - $ 130,730,111.34 Collection Percentage 18.50 926.74 12.52 $ 100.00 $ 19.93 YTD Interest Collected $ - $ - $ 33,437.37 $ 33,437.37 $ 1,360.80 $ 354,741.97 *Refunds $ 22,505.24 $ 3,569.40 Total 2019 -2020 Collections YTD 32,573,097.55 Prior Years 2009 -2018 Real Estate Personal Property Motor Vehicles Combined Scroll $ 1,461,488.76 $ 4,153,832.71 $ 497,337.43 $ 6,112,658.90 Abatements $ (4,478.39) $ (22,958.02) $ - $ (27,436.41) Adjustments $ - $ 926.74 $ 926.74 Total Levy $ 1,457,010.37 $ 4,131,801.43 $ 497,337.43 $ 6,086,149.23 Collections to Date $ 271,069.45 $ 82,311.72 $ 1,360.80 $ 354,741.97 *Refunds $ 22,505.24 $ 3,569.40 $ 435.21 $ 26,509.85 Write -off $ (1.37) $ (119.13) $ (3.70) $ (124.20) Outstanding Balance $ 1,208,444.79 $ 4,052,939.98 $ 496,408.14 $ 5,757,792.91 YTD Interest Collected $ 39,120.97 $ 11,647.32 $ 899.27 $ 51,667.56 Total Prior Year Collections YTD 379,899.68 Grand Total All Collections YTD $ 32,952,997.23 * Detailed information for Refunds can be found in the Tax Office NEW HANOVER COUNTY Chairman Clerk to the Board Date Board of Commissioners - December 2, 2019 ITEM: 4 - 1 - 1 New Hanover County Debt Service Monthly Collection Report for October 2019 Current Year 2019 -2020 Total 2019 -2020 Collections YTD $ 4,288,526.79 Prior Years 2009 -2018 Real Estate Personal Property Motor Vehicles Motor Vehicles Combined Combined Scroll /Billed $ 19,346,447.58 $ 1,677,318.96 $ 504,126.82 $ 21,527,893.36 Abatements $ (2,314.08) $ (15,181.46) $ - $ (17,495.54) Adjustments $ 348.98 $ 37,319.41 $ - $ 37,668.39 Total Taxes Charged $ 19,344,482.48 $ 1,699,456.91 $ 504,126.82 $ 21,548,066.21 Collections to Date $ 3,574,547.79 $ 209,852.18 $ 504,126.82 $ 4,288,526.79 *Refunds $ 24.45 $ 23.86 $ (16.24) $ 48.31 Write -off $ (25.51) $ (101.47) 194,170.99 $ $ (126.98) Outstanding Balance $ 15,769,933.63 $ 1,489,527.12 $ - $ 17,259,412.44 Collection Percentage 18.48 12.35 100.00 19.90 YTD Interest Collected $ - $ - $ 4,369.90 Total 2019 -2020 Collections YTD $ 4,288,526.79 Prior Years 2009 -2018 Total Prior Year Collections YTD *Detailed information for Refunds can be found in the Tax Office NEW HANOVER COUNTY Chairman Clerk to the Board Date Board of Commissioners - December 2, 2019 ITEM: 4 - 2 - 1 $ 41,257.54 Real Estate Personal Property Motor Vehicles Combined Scroll $ 125,470.73 $ 202,521.88 $ $ 327,992.61 Abatements $ (332.95) $ (1,982.27) $ (2,315.22) Adjustments $ 122.29 $ 122.29 Total Levy $ 125,137.78 $ 200,661.90 $ $ 325,799.68 Collections to Date $ 31,217.89 $ 6,738.54 $ $ 37,956.43 *Refunds $ 459.59 $ 263.87 $ $ 723.46 Write -off $ (7.22) $ (16.24) $ $ (23.46) Outstanding Balance $ 94,372.26 $ 194,170.99 $ $ 288,54125 YTD Interest Collected $ 3,377.43 $ 647.14 1 $ $ 4,024.57 Total Prior Year Collections YTD *Detailed information for Refunds can be found in the Tax Office NEW HANOVER COUNTY Chairman Clerk to the Board Date Board of Commissioners - December 2, 2019 ITEM: 4 - 2 - 1 $ 41,257.54 New Hanover County Fire District Monthly Collection Report for October 2019 Current Year 2019 -2020 Scroll /Billed Abatements Adjustments Real Estate Personal Property Motor Vehicles Combined $ 8,766,373.69 $ (775.20) $ 5,185.44 $ 1,119,835.92 $ (4,871.29) $ 90.28 $ 290,458.00 $ $ $ 10,176,667.61 (5,646.49) 5,275.72 Total Taxes Charged Collections to Date *Refunds Write -off $ $ $ $ 8,770,783.93 1,597,412.73 - (20.10) $ $ $ $ 1,115,054.91 92,601.93 - (72.80) $ $ 290,458.00 290,458.00 $ $ $ $ 10,176,296.84 1,980,472.66 (92.90) Outstanding Balance $ 7,173,351.10 $ 1,022,380.18 $ - $ 8,195,731.28 Collection Percentage 18.21 136.29 8.31 $ 100.00 $ 19.46 YTD Interest Collected $ - $ - $ 2,497.33 $ 2,497.33 $ 66.83 $ 16,833.22 *Refunds $ - $ 236.29 Total 2019 -2020 Collections YTD 1,982,969.99 Prior Years 2009 -2018 Real Estate Personal Property Motor Vehicles Combined Scroll $ 81,964.20 $ 227,599.09 $ 28,922.46 $ 338,485.75 Abatements $ (626.16) $ (147.73) $ (773.89) Adjustments $ 136.29 $ 136.29 Total Levy $ 81,338.04 $ 227,587.65 $ 28,922.46 $ 337,848.15 Collections to Date $ 11,814.24 $ 4,952.15 $ 66.83 $ 16,833.22 *Refunds $ - $ 236.29 $ 236.29 Write -off $ (4.89) $ (10.62) $ (0.39) $ (15.90) Outstanding Balance $ 69,518.91 $ 222,861.17 $ 28,855.24 $ 321,235.32 YTD Interest Collected $ 1,676.33 $ 596.24 $ 52.41 $ 2,324.98 Total Prior Year Collections YTD 19,158.20 Grand Total All Collections YTD $ 2,002,128.19 * Detailed information for Refunds can be found in the Tax Office NEW HANOVER COUNTY Chairman Clerk to the Board Date Board of Commissioners - December 2, 2019 ITEM: 4 - 3 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 REGULAR DEPARTMENT: Engineering PRESENTER(S): Layton Bedsole, Shore Protection Coordinator CONTACT(S): Jim lannucci, County Engineer and Layton Bedsole SUBJECT: Consideration of Contract Award for 2020 Mason Inlet Maintenance Dredging Event BRIEF SUMMARY: In coordination with the Mason Inlet Preservation Group (MI PG), New Hanover County has managed the Mason Inlet complex since 2002. The proposed 2020 maintenance event will realign and remove sand that has shoaled within the template since the most recent 2016 maintenance event. The Mason Inlet Relocation Project (MIRP) is authorized under the North Carolina Division of Coastal Management (NCDCM) permit #151 -01 and the US Army Corps of Engineers (USACE) Permit #1999 - 01052. Staff held an initial bid opening on 18 October; however, only two bid packages were received. Per bidding procedures, three responsive bid packages are required to open on a project's first advertisement. As such, both submittals were returned. The project was re- advertised and a second bid opening was conducted on 28 October. Four bid packages were received, three were deemed non- responsive leaving one responsible bidder. Staff has followed New Hanover County bidding procedures and is requesting board approval to award the maintenance dredging contract to Weeks Marine in the amount of $6,575,000.00. The room occupancy tax will cover the MI PG North Wrightsville Beach share and will be reimbursed through the county's five -year assessments. The maintenance event's project completion date is 31 March 2020. The current five -year assessment period started 1 June 2019 and the assessed values will vary by each parcel's inlet proximity. The following delineates construction cost breakdowns based on 375,000 cubic yards dredged. Figure 8 $ 2,062,500.00 MIPG North Wrightsville Beach $ 1,504,016.00 *Shallow Draft Inlet Grant $ 3,008,484.00 Construction Costs $ 6,575,000.00 *Pending Division of Water Resources Grant contract execution by the County. On September 16, 2019, the Board of County Commissioners adopted a Board Resolution to request funds from the Shallow Draft Inlet Fund through a grant application to the NC Division of Water Resources to reduce the costs associated with the Mason Inlet Maintenance Project. The state (NC Department of Environmental Quality) has approved grant funds up to $3,810,948.20 for the project. $3,008,484 is being applied to the construction costs and the remaining balance will be applied to engineering costs. Board of Commissioners - December 2, 2019 ITEM: 5 STRATEGIC PLAN ALIGNMENT: Intelligent Growth and Economic Development • Build and maintain infrastructure RECOMMENDED MOTION AND REQUESTED ACTIONS: Staff is requesting approval to award the maintenance dredging contract to Weeks Marine for $6,575,000.00 and adopt Budget Amendment 20 -021 to accept the grant contract with the NC Department of Environmental Quality for grant proceeds of $3,810,948.20 and reduce the amount needed from the Room Occupancy Tax Fund for project expenditures. ATTACHMENTS: Budget Amendment 20 -021 COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 5 -0. Board of Commissioners - December 2, 2019 ITEM: 5 AGENDA: December 2, 2019 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2020 BUDGET BE IT ORDAINED by the Board of County Commissioners of New Hanover County, North Carolina, that the following Budget Amendment(s) be made to the annual budget ordinance for the fiscal year ending June 30, 2020. Section 1: Details of Budget Amendment Strategic Focus Area: Intelligent Growth / Economic Development Strategic Objective(s): Understand / act on citizen needs Fund: Mason Inlet Capital Project Department: Engineering Revenue: Decrease Increase Total BA 20 -021 State Grant Total $ 3,810,949 $ 3,810,949 BA 20 -021 Transfer in Special Revenue Funds $ (3,810,949) $ $ (3,810,949) Total $ (3,810,949)1 $ 3,810,949 1 $ - Prior to Actions Today Project Fund Budget I $ 31 306 281 Fund: Room Occupancy Tax Special Revenue Department: Finance Total if Actions Taken $ 31,306,281 Expenditure: Decrease Increase Total BA 20 -021 ROT Expense $ 1,182,176 $ 1,182,176 BA 20 -021 Transfer to Capital Project Fund $ (3,810,949) $ (3,810,949) Total $ (3,810,949)1 $ 1,182, 1 $ (2,628,773) Revenue: Decrease I Increa I Total BA 20 -021 Appropriated Fund Balance $ (2,628,773) $ (2,628,773) Total $ (2,628,773) $ - $ (2,628,773) Prior to Actions Today Appropriated ROT Fund Balance $ 2,628,773 Total if Actions Taken $ - Section 2: Explanation BA 20 -021 is requested to accept a grant from the North Carolina Department of Environmental Quality in the amount of $3,810,948.20 for the Mason Inlet Relocation Project FY20. The grant requires a match of $1,905,188.30, which is available in the capital project expense budget. The grant will reduce the amount needed as a transfer from the Room Occupancy Tax Special Revenue Fund. The Room Occupancy Tax Special Revenue fund will have -0- appropriated fund balance after this budget amendment. Section 3: Documentation of Adoption This ordinance shall be effective upon its adoption. Board of Commissioners - December 2, 2019 ITEM: 5 - 1 - 1 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of New Hanover County, North Carolina, that the Ordinance for Budget Amendment(s) 20 -021 amending the annual budget ordinance for the fiscal year ending June 30, 2020, is adopted. Adopted, this 2nd day of December, 2019. (SEAL) Chairman ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - December 2, 2019 ITEM: 5 - 1 - 2 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 REGULAR DEPARTMENT: Property Management PRESENTER(S): Kevin Caison, Facilities Project Manager CONTACT(S): Amber Smith, Senior Resource Director and Lisa Wurtzbacher, Chief Financial Officer SUBJECT: Consideration of New Hanover County Senior Resource Center Renovation Contract Award and Adoption of Budget Amendment 20 -031 BRIEF SUMMARY: In the fall of 2018, Property Management and the Senior Resource Center staff worked with Matthew Williard (architect) to develop plans to renovate the existing Senior Resource Center facility located at 2222 S. College Road. The building had not been updated cosmetically since the original construction. Initially, the focus was to bring the finishes up to date and correct known issues with the sprinkler system, windows, accessible route, and restrooms. During design many more items were discovered that need to be addressed that would make sense to include in this project.These included mechanical, electrical, plumbing, and structural issues. The final plans and bid documents were sent to our finance department and a Request for Bids was advertised on June 5, 2019. On July 18, 2019 bids were received by four interested contractors but the bids exceeded our available budget so the project was re- advertised on October 8, 2019. Bids were received by three firms with the low bidder being identified as Keystone Construction. While the new low bid is lower than the first round of bidders, it is still over the current budget. Staff has worked with the low bidder to try and identify areas that could be done differently to save money while maintaining the integrity of the project. After all items were considered, we arrived at a renovation cost of $1,732,894.00, which is $213,033 over the current budget. This includes accepting all Alternates except #4. The current approved budget for this project is $2,010,162 and the estimate of project costs is $2,223,195. Staff is requesting a budget amendment be approved in the amount of $213,033. This budget amendment will be funded through additional loan proceeds. If awarded, construction will start in January 2020 and substantial completion will be achieved by December 2020. STRATEGIC PLAN ALIGNMENT: RECOMMENDED MOTION AND REQUESTED ACTIONS: Approve award of construction contract to Keystone Construction Company to renovate the existing Board of Commissioners - December 2, 2019 ITEM: 6 Senior Resource Center making much needed repairs and improvements, and adopt the ordinance for budget amendment 20 -031. ATTACHMENTS: Letter of Recommendation Certified Bid Tabulation Budget Amemdment 20 -031 COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Recommend approval. COMMISSIONERS' ACTIONS: Approved 5 -0. Board of Commissioners - December 2, 2019 ITEM: 6 M. W. Williard, Architect, PLLC P.O. Box 7224 Wilmington, NC 28406 (910) 297 -3665 mwwilliard @icloud.com November 15, 2019 New Hanover County Property Management Attn: Mr. Kevin Caison 200 Division Dr. Wilmington, NC 28401 Re: NHC Senior Resource Center Renovation Recommendation to Award Construction Contract Dear Kevin, Construction contract bids were received November 7, 2019. Alternate bids 1, 2 and 3 were accepted and Alternate 4 was not accepted. A list of these alternates is as follows: • Alternate 1: Add WSHP #9, 16, and 17 to DOAS system. • Alternate 2: Provide new supply /return water hose kits in lieu of blue -white flow meters for all WSHFS. • Alternate 3: Provide steel beam and stud packs per Drawing1 /S2.0. • Alternate 4 (not Accepted): Provide a prefabricated aluminum pergola in the courtyard and a cantilevered aluminum canopy as shown on Drawing 2/A2.0. Provide additional asphalt paving and move the existing storage building as shown on Drawing CS101. Keystone Construction submitted the lowest bid. I recommend awarding the contract to Keystone Construction in the following amount: Base Bid: $1,720,934 Alternate 1: $11,960 Alternate 2: $0 Alternate 3: $0 Alternate 4: $51,119 (not accepted) Total Contract Amount: $1,732,894 Sincerely, 7 il� �-t I & � Matthew W. Williard, AIA M.W. Williard, Architect, PLLC Board of Commissioners - December 2, 2019 ITEM: 6 - 1 - 1 New Hanover County Renovations to the NHC Senior Center Bid Tally Sheet Date: November 7, 2019 Time: 3:00 PM Location: New Hanover County Property Management Address: 200 Division Dr., Wilmington, NC 28401 General Contractor Lic. # Base Bid Alt. 1 Alt. 2 Alt. 3 Alt. 4 Rec. Add #1 Bid Form Signed Bid Bond Sample Cert. Insurance PME Listed MBE Forms ATD Building No Bid (910) 619 -8595 Biltmore Building Company No Bid (910) 262 -1191 Bordeaux Construction No Bid (919) 220 -1141 Centerline Development No Bid (919) 620 -8883 Dewberry Design Build 77385 2,057,165 11,330 0 13,198 74,050 X X X X X X (919) 624 -3869 Garrett Construction 74490 1,868,000 10,000 18,000 7,300 35,000 X X X X X X (910) 939 -5620 Group III Management No Bid (910) 512 -3574 Harp Builders No Bid (910) 620 -9391 Keystone Construction 61370 1,720,934 11,960 0 0 51,119 X X X X X X (910) 431 -1201 Monteith No Bid (910) 791 -8101 Stonehenge Building No Bid (910) 471 -2268 Certified By: Matthew W. Williard, AIA Architect: M.W. Williard, Architect, PLLC Date: 11/12/19 Signature: Board of Commissioners - December 2, 2019 ITEM: 6 - 2 - 1 AGENDA: December 2, 2019 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2020 BUDGET BE IT ORDAINED by the Board of County Commissioners of New Hanover County, North Carolina, that the following Budget Amendment(s) be made to the annual budget ordinance for the fiscal year ending June 30, 2020. 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: Capital Improvement Projects Department: Senior Resource Center Expenditure: Decrease I Increase 11 Total BA 20 -031 Capital Project Expense 1 $ 213,033 $ 213,033 Total $ - 1 $ 213,033 $ 213,033 Revenue: Decrease Increase 11 Total BA 20 -031 Installment Loan Proceeds $ 213,033 11 $ 213,033 Total $ - $ 213,033 $ 213,033 Prior to Actions Total if Actions Today Taken Project Fund Budget $ 1,628,792 $ 1,841,825 Section 2: Explanation BA 20 -031 will increase the Senior Resource Center Renovation capital project by $213,033. The additional appropriation is needed in order to approve the construction contract with Keystone Construction Company for the renovation. The County will increase the loan amount for the project by $213,033. 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(s) 20 -031 amending the annual budget ordinance for the fiscal year ending June 30, 2020, is adopted. Adopted, this 2nd day of December, 2019. (SEAL) Chairman ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - December 2, 2019 ITEM: 6 - 3 - 1 NEW HANOVER COUNTY BOARD OF COMMISSIONERS REQUEST FOR BOARD ACTION MEETING DATE: December 2, 2019 REGULAR DEPARTMENT: Finance PRESENTER(S): Lisa Wurtzbacher, Chief Financial Officer CONTACT(S): Lisa Wurtzbacher SUBJECT: Public Hearing on Proposed $44,000,000 Financing of Improvement Projects and Adoption of Approving Resolution BRIEF SUMMARY: At a regular meeting of the Board of Commissioners on November 18, 2019, the Board adopted a Resolution of the Board of Commissioners of the County of New Hanover, North Carolina, Authorizing the Negotiation of an Amendment to an Installment Financing Contract, Directing the Publication of Notice with Respect Thereto and Providing for Certain Other Related Matters Thereto. The Board determined that it is in the best interest of the county to enter into an installment financing contract to pay the capital costs of constructing a replacement juvenile justice facility, improvements made to water infrastructure through the Lower Cape Fear Water and Sewer Authority, renovating and expanding the terminal at Wilmington International Airport, acquiring and improving Echo Farms Park, improving the Senior Resource Center, and acquiring vehicles and equipment for various county purposes (the "2020 Projects "). A public hearing must be held concerning the Second Contract Amendment, the Notice of Extension, the proposed 2020 Projects and any other transactions contemplated therein and associated therewith. STRATEGIC PLAN ALIGNMENT: Strong Financial Performance • Provide sufficient investment to add /maintain government resources RECOMMENDED MOTION AND REQUESTED ACTIONS: Hold public hearing and adopt approving resolution. ATTACHMENTS: Script Approving Resolution Second Contract Amendment Second Supplement Contract of Purchase Board of Commissioners - December 2, 2019 ITEM: 7 Notice of Extension Preliminary Official Statement COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS: (only Manager) Conduct public hearing and adopt resolution. COMMISSIONERS' ACTIONS: Approved 5 -0. Board of Commissioners - December 2, 2019 ITEM: 7 SCRIPT FOR AGENDA ITEM December 2, 2019 CHAIRMAN: The Board of County Commissioners adopted on November 18, 2019 a Resolution of the Board of Commissioners of the County of New Hanover, North Carolina, Authorizing the Negotiation of an Amendment to an Installment Financing Contract, Directing the Publication of Notice with Respect Thereto and Providing for Certain Other Related Matters Thereto. The Board determined it is in the best interest of the county to enter into an installment financing contract to pay the capital costs of constructing a replacement juvenile justice facility, improvements made to water infrastructure through the Lower Cape Fear Water and Sewer Authority, renovating and expanding the terminal at Wilmington International Airport, acquiring and improving Echo Farms Park, improving the Senior Resource Center, and acquiring vehicles and equipment for various county purposes (the "2020 Projects "). The Board must now conduct a public hearing concerning the Second Contract Amendment, the Notice of Extension, the proposed 2020 Projects and any other transactions contemplated therein and associated therewith. The public hearing is open for comments. Here comments Is there a motion to close the public hearing and adopt the Resolution Approving an Amendment to an Installment Financing Contract and A Notice of Extension to A Deed of Trust and Delivery Thereof and Providing for Certain Other Related Matters? MOTION: SECOND: VOTE: Board of Commissioners - December 2, 2019 ITEM: 7 - 1 - 1 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT FINANCING CONTRACT AND A NOTICE OF EXTENSION TO A DEED OF TRUST AND 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, 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 purchase contracts in order to finance and refinance the purchase or improvement of real and personal property used, or to be used, for public purposes, and (3) grant a security interest in some or all of the property purchased or improved to secure repayment of the purchase price; WHEREAS, the County has previously executed and delivered (1) an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract ") with the New Hanover Financing Corporation (the "Corporation"), the proceeds of which were used to finance the Projects (as defined in the 2010 Contract), including, among other things, the acquisition and renovation of a portion of the County's government center complex (the "Government Center ") in 2005 and 2007 and acquisition of the County's judicial building in 2000 and a 5 -story expansion of the judicial building in 2002 (the "Judicial Building "); (2) a Deed of Trust, Security Agreement and Fixture Filing dated as of June 1, 2010 (the "Deed of Trust ") granting a lien on the sites of the Government Center and the Judicial Building; and (3) Amendment Number One to the Contract dated as of September 1, 2012 (the "First Contract Amendment ") with the Corporation, the proceeds of which were used to refinance the 2003 Projects (as defined in the First Contract Amendment); WHEREAS, the Board has previously determined that it is in the best interest of the County to enter into (1) Amendment Number Two to the 2010 Contract (the "Second Contract Amendment" and collectively with the 2010 Contract and the First Contract Amendment, the "Contract') with the Corporation in order to pay the capital costs of the following: (1) construction of a replacement juvenile justice facility on the site of the existing facility that will house court and support functions related to the juvenile court system (the `Juvenile Justice Facility "), (2) renovation and expansion of the terminal at Wilmington International Airport pursuant to an interlocal agreement with the New Hanover County Airport Authority, (3) acquisition of and improvements to Echo Farms Park, (4) improvements to the County's Senior Resource Center, (5) acquisition of vehicles and equipment for various County purposes, and (6) relocation of a raw water line pursuant to an interlocal agreement with Lower Cape Fear Water and Sewer Authority (collectively, the "2020 Projects") and (2) a notice of extension (the "Notice of Extension ") to the Deed of Trust extending the lien to the site of the Juvenile Justice Facility; WHEREAS, the Corporation will execute and deliver its Limited Obligation Bonds, Series 2020A (the "Bonds ") in an aggregate principal amount not to exceed $44,000,000, evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract) pursuant to the Contract, under the terms of the 2010 Indenture, as supplemented by Supplemental Trust Indenture, Number 1 dated as of September 1, 2012 (the `First Supplement, ") and Supplemental Indenture, Number 2 to be dated on or about February 1, 2020 (the "Second Supplement" and together with the 2010 Indenture and the First Supplement, the `Indenture'), each between the Corporation and the U.S. Bank National Association, as trustee (the "Trustee "); 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 Board of Commissioners - December 2, 2019 ITEM: 7 - 2 - 1 January 24, 2020 (the "Contract of Purchase ") between the Corporation and the Underwriter, and the County will execute a Letter of Representation to the Underwriter 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 Second Contract Amendment; (2) the Second Supplement; (3) the Contract of Purchase; (4) the Letter of Representation; (5) the Notice of Extension 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, a public hearing on the Second Contract Amendment, the Notice of Extension and the projects to be financed thereby after publication of a notice with respect to such public hearing must be held and the Board conducted such public hearing at this meeting; WHEREAS, the County has filed an application to the LGC for approval of the Second Contract Amendment; WHEREAS, Parker Poe Adams & Bernstein LLP, as bond counsel, will render an opinion to the effect that entering into the Second Contract Amendment and the transactions contemplated thereby are authorized by law; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA, AS FOLLOWS: Section 1. Ratification of Instruments. All actions of the County, the Chairman of the Board (the "Chairman "), the Clerk to the Board (the "Clerk"), the County Manager, the Chief Financial Officer of the County, the County Attorney and their respective designees, whether previously or hereinafter taken, in effectuating the proposed financing, including the making of application to the LGC, are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. 2 Board of Commissioners - December 2, 2019 ITEM: 7 - 2 - 2 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, the County Manager or the Chief Financial Officer 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 Second Contract Amendment. The County hereby approves the financing of the 2020 Projects in accordance with the terms of the 2010 Contract, as previously amended by the First Contract Amendment and as further amended by the Second Contract Amendment, which will be a valid, legal and binding obligation of the County in accordance with its terms. The form and content of the Second Contract Amendment are hereby in all respects authorized, approved and confirmed, and the Chairman, the Clerk and the County Manager and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Second Contract Amendment, including necessary counterparts, in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as they may 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 Second Contract Amendment presented to the Board. From and after the execution and delivery of the Second Contract Amendment, the Chairman, the Clerk, the County Manager and the Chief Financial Officer 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 Second Contract Amendment as executed. Section 4. Authorization to Execute the Notice of Extension. The County approves the form and content of the Notice of Extension, and the Notice of Extension is in all respects authorized, approved and confirmed. The Chairman, the Clerk, and the County Manager and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Notice of Extension, 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, the Clerk, and the County Manager or their respective designees 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 Notice of Extension presented to the Board, and from and after the execution and delivery of the Notice of Extension, the Chairman, the Clerk, the County Manager and the Chief Financial Officer 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 Notice of Extension 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 Chief Financial Officer is authorized to execute the Letter of Representation for the purposes stated therein. Section 6 County Representative. The Chairman, the County Manager and the Chief Financial Officer of the County 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, the County Manager and the Chief Financial Officer are authorized to proceed with the financing of the 2020 Projects in accordance with the Instruments and the Preliminary Board of Commissioners - December 2, 2019 ITEM: 7 - 2 - 3 Official Statement 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 Manager and the Chief Financial Officer are hereby authorized, individually and collectively, to select a co- managing underwriter for the Bonds if they determine such selection to be in the best interests of the County. 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 and the Preliminary Official Statement or as they deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution and to administer the transactions contemplated by this Resolution after the execution and delivery of the Bonds. Section 7. Severability. If any section, phrase or provision of this Resolution is for any reason declared to be invalid, such declaration shall 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. 4 Board of Commissioners - December 2, 2019 ITEM: 7 - 2 - 4 STATE OF NORTH CAROLINA SS: COUNTY OF NEw HANOVER I, Kym Crowell, Clerk to the Board of Commissioners of the County of New Hanover, North Carolina, DO HEREBY CERTIFY that the foregoing is a true and exact copy of a resolution titled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT FINANCING CONTRACT AND A NOTICE OF EXTENSION TO A DEED OF TRUST AND DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" adopted by the Board of Commissioners of the County of New Hanover, North Carolina in regular session convened on the 2nd day of December, 2019, as recorded in the minutes of the Board of Commissioners of the County of New Hanover, North Carolina. WITNESS, my hand and the seal of the County of New Hanover, North Carolina, this the day of December, 2019. (SEAL) Kym Crowell, Clerk to the Board of Commissioner County of New Hanover, North Carolina Board of Commissioners - December 2, 2019 ITEM: 7 - 2 - 5 PARKER POE DRAFT 11/4/19 AMENDMENT NUMBER TWO TO THE INSTALLMENT FINANCING CONTRACT THIS AMENDMENT NUMBER TWO TO THE INSTALLMENT FINANCING CONTRACT dated as of February 1, 2020, by and between NEW HANOVER COUNTY FINANCING CORPORATION (the "Corporation "), a nonprofit corporation duly created and existing under the laws of the State of North Carolina, and the COUNTY OF NEW HANOVER, NORTH CAROLINA, a political subdivision duly organized under the laws of the State of North Carolina (the "County "), amending an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract ") between the Corporation and the County, as previously amended by Amendment Number One to the Contract dated as of September 1, 2012 (the `First Amendment" and together with the 2010 Contract and this Second Amendment, the "Contract'); WITNESSETH: WHEREAS, the Corporation and the County entered into the Contract for the purposes outlined therein; WHEREAS, the Corporation has previously executed and delivered (1) Refunding Limited Obligation Bonds (New Hanover County Projects), Series 2010, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues under the Contract in the aggregate principal amount of $49,835,000, all under an Indenture of Trust dated as of June 1, 2010 (the "2010 Indenture ") between the Corporation and U.S. Bank National Association, as trustee (the "Trustee ") in order to finance the Projects (as defined in the Contract) and (2) Refunding Limited Obligation Bonds (County of New Hanover), Series 2012, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues under the Contract in the aggregate principal amount of $20,540,000, under Supplemental Indenture, Number 1 dated as of September 1, 2012 (the First Supplement") in order to refinance the 2003 Projects (as defined in the First Amendment); WHEREAS, the County has determined that it is in its best interest to pay the capital costs of the following: (1) construction of a replacement juvenile justice facility on the site of the existing facility that will house court and support functions related to the juvenile court system (the `Juvenile Justice Facility"), (2) acquisition of and improvements to Echo Farms Park, (3) improvements to the County's Senior Resource Center, and (4) relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority (collectively, the "2020 Projects "); WHEREAS, under the 2010 Indenture, Additional Bonds (as defined therein) may be executed and delivered in order to pay (1) the cost of expanding the Projects or acquiring, constructing, renovating and equipping other facilities or acquiring equipment and other capital assets for utilization by the County for public purposes; and (2) the Costs of Delivery (as defined therein) relating to the execution, delivery and sale of the Additional Bonds; WHEREAS, to pay the cost of acquiring, constructing, renovating and equipping facilities and acquiring equipment and other capital assets for utilization by the County for public purposes, the County wishes to amend the Contract as permitted under Section 9.04 of the 2010 Indenture; Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 1 NOW THEREFORE, THIS AMENDMENT NUMBER TWO TO THE INSTALLMENT FINANCING CONTRACT WITNESSETK: Section 1. Definitions. Capitalized, undefined terms used herein have the meaning assigned to them in the Contract, the 2010 Indenture, the First Supplement and the Second Supplement. In addition, the following words and terms used herein have the meanings set forth below: "Notice of Extension" means the Notice of Extension of Deed of Trust to Additional Property dated as of February 1, 2020 from the County, as Grantor, to a deed of trust trustee for the benefit of the Corporation, as Beneficiary, extending the lien of the 2010 Deed of Trust to the site of the Juvenile Justice Facility. `Juvenile Justice Facility" means the replacement juvenile justice facility that will be constructed on the site of the existing facility that will house court and support functions related to the juvenile court system. "Second Amendment" means this Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 between the Corporation and the County, and any amendments or supplements hereto, including the Payment Schedule attached hereto, amending the Contract. "Second Supplement" means Supplemental Indenture, Number 2 dated as of February 1, 2020, between the Corporation and the Trustee and any amendments or supplements thereto, supplementing and amending the 2010 Indenture. "2020 Projects" means, collectively, (1) construction of the Juvenile Justice Facility, (2) acquisition of and improvements to Echo Farms Park, (3) improvements to the County's Senior Resource Center, and (4) relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority, all of which will become part of the Projects. Section 2. Amendments to the Contract. (a) The definition of the following words in the Contract is replaced with the following definition: "Contract" means, collectively, the 2010 Contract, the First Amendment, and the Second Amendment. "Deed of Trust" means, collectively, the 2010 Deed of Trust and the Notice of Extension. "Projects" means, collectively, the 2000 Projects, the 2001 Projects, the 2003 Projects, the 2006 Projects, the 2007 Project, the 2008 Project, and the 2020 Projects, which are more particularly described in the 2000 Contract, the 2001 Contract, the 2003 Contract, the 2006 Contract, the 2007 Contract, the 2008 Contract, and this Second Amendment respectively. "Purchase Price" means the amount of [$Amount] advanced by the Corporation to enable the County to finance and refinance the capital costs of the Projects under the terms of the Contract, as such price may be adjusted in connection with the execution and delivery of Additional Bonds under Section 2.11 of the 2010 Indenture. A -1 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 2 (b) Section 3.5 of the Contract is deleted in its entirety and replaced with the following paragraph: "(a) If the County has performed all of its obligations under this Contract, then it has the option to prepay or provide for the prepayment of the Purchase Price applicable to the 2010 Bonds on any date on or after December 1, 2020, 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 100% of the par amount of the 2010 Bonds plus accrued interest to the prepayment date. (b) If the County has performed all of its obligations under this Contract, then it has the option to prepay or provide for the prepayment of the Purchase Price applicable to the 2012 Bonds on any date on or after December 1, 2022, 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 100% of the par amount of the 2012 Bonds plus accrued interest to the prepayment date. (c) If the County has performed all of its obligations under this Contract, then it has the option to prepay or provide for the prepayment of the Purchase Price applicable to the 2020 Bonds on any date on or after December 1, 2030, 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 100% of the par amount of the 2020 Bonds plus accrued interest to the prepayment date. (d) If the Purchase Price is partially prepaid, the Trustee shall recalculate the Payment Schedule as necessary in the manner required by Section 3.07 of the Indenture." (c) All references to the 2010 Cost of Delivery Fund and the 2012 Costs of Delivery Fund in the Contract are to be read to apply to the Acquisition and Construction Fund created in the Second Supplement. Further, Section 4.1 of the Contract is hereby replaced in its entirety by the following: "Section 4.2 Disbursements. The Trustee shall disburse money held in the Acquisition and Construction Fund for payment of Costs of Acquisition and Construction on receipt of written requisition from the County Representative 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. To the extent any funds remain in the 2020 Bonds Account of the Cost of Acquisition and Construction Fund on completion of the acquisition, construction, renovation and equipping of the Projects, the Trustee shall dispose of such funds as provided in Section 4.3 of the Second Supplement." (d) The following sections are to be added to the Contract: "Section 4.6 Construction. The County shall comply with the provisions of Article 8 of Chapter 143 of the General Statutes of North Carolina and enter into construction contracts in accordance with Section 143 -128.1 of the General Statutes of North Carolina. The County shall cause the Projects 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 Projects do not encroach on nor overhang any easement or right of way and (b) the portions of the PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 3 Projects, when erected, will be wholly within the site of the Projects 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. The County shall cause all utility lines, septic systems and streets serving the Projects 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 4.7 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 Projects are located and inspect the Projects 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 4.8 Completion of Construction. The County shall proceed with reasonable diligence to complete the Projects in a timely manner. On completion of the acquisition, construction and equipping of the Projects, 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 3.05 of the Indenture as a credit against the Installment Payments in the order in which they are due. Section 4.9 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 Projects 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, A -1 PPAB 52119970 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 4 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. The Net Proceeds of any performance or payment bond or insurance policy required by this 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. Section 4.10 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 Projects 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 4.11 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 Projects to procure and maintain property insurance (builder's risk) on all acquisition, construction and equipping related to the Projects (excluding contractor's tools and equipment) at the Projects 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 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 5 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 Projects 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 412 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 Projects 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. Section 4.13 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 4.9, 4.10, 4.11 and 4.12. 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 4.9, 4. 10, 4.11 and 4.12, 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." (f) The form of requisition attached hereto as Exhibit A replaces the form of requisition provided as Exhibit A to the Contract and all references in the Contract to Exhibit A shall be read to apply to Exhibit A attached hereto. Section 3. Funds. From the proceeds of the 2020 Bonds, the Corporation will cause the proceeds from the 2020 Bonds to be applied and deposited as set forth in Section 4.2 of the Second Supplement. The Trustee shall disburse money held in the 2020 Bonds Account of the Acquisition and Construction Fund for payment of Costs of Acquisition and Construction and Costs of Delivery relating to the 2020 Bonds on receipt of written requisition 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. Payment Schedule. The Payment Schedule attached to the Contract is replaced by the Payment Schedule attached hereto, and after the date of this Second Amendment, the County agrees to make all Installment Payments in the amounts and at the times shown in the Payment Schedule attached hereto. Section 5. Continuing Disclosure Obligation. With respect to the 2020 Bonds, the County agrees, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC"), to provide: A -1 PPAB 52119970 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 6 (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2020, to the Municipal Securities Rulemaking Board (the "MSRB "), 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, 2020, to the MSRB, 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 the Official Statement dated [January 30, 2020] with respect to the 2020 Bonds (excluding, in each case, any information on overlapping or underlying units); (3) in a timely manner not in excess of 10 business days after the occurrence of the event, to the MSRB, notice of any of the following events with respect to the 2020 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 2012 Bonds, or other material events affecting the tax status of the 2012 Bonds; (g) modification of the rights of the Beneficial Owners of the 2012 Bonds, if material; (h) call of any of the 2012 Bonds, if material, and tender offers; (i) defeasance of any of the 2012 Bonds; 7 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 7 0) release, substitution or sale of any property securing repayment of the 2012 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; (n) appointment of a successor or additional trustee or the change of name of a trustee, if material; and (o) incurrence of a financial obligation of the County, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the County, any of which affect securities holders, if material; and (p) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the County, any of which reflect financial difficulties; and (4) in a timely manner, to the MSRB, 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. For purposes of this undertaking, "financial obligation" means (a) a debt obligation, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) a guarantee of either clause (a) or (b) above. The term "financial obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2 -12 issued under the Securities Exchange Act of 1934 ( "Rule 15c2 -12 "). 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 2020 Bonds and is enforceable by the Trustee or by any of them, including an action for specific performance of the County's obligations under this paragraph, but a failure to comply will not be an Event of Default 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 2020 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: PPAB 5211997v4 A -1 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 8 (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; 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 2020 Bonds the Outstanding 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 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 2020 Bonds. Section 6. Representations, Warranties and Covenants of the County and the Corporation. The County hereby represents and warrants that the representations, warranties and covenants in Section 8.1 of the Contract are true and correct as of the date of the execution and delivery of this Second Amendment as if made on the date of the execution and delivery of this Second Amendment. The Corporation hereby represents and warrants that the representations and warranties in Section 8.2 of the Contract are true and correct as of the date of the execution and delivery of this Second Amendment as if made on the date of the execution and delivery of this First Amendment. Section 7. Arbitrage and Tax Covenants. The County covenants that it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income of the recipient thereof for federal income tax purposes of that portion of the interest components of the Installment Payments intended as of the date hereof to be excluded from gross income of the recipient thereof for federal income tax purpose and, if it should take or permit, or omit to take or cause to be taken, any such action, the County will take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly upon having knowledge thereof. The County acknowledges that the continued exclusion of that portion of the interest on the interest component of the Installment Payments from the Owner's gross income for federal income tax purposes intended as of the date hereof to be excluded from gross income of the recipient thereof for federal income tax purpose depends, in part, on compliance with the arbitrage limitations imposed by Section 148 of the Code. 9 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 9 The County covenants that it will comply with all the requirements of Section 148 of the Code, including the rebate requirements, and that it will not permit at any time any of the proceeds of the 2020 Bonds or other funds under its control or under any fund created in the Indenture to be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the 2020 Bonds to be "arbitrage bonds" for purposes of Section 148 of the Code. The County covenants that it will comply and will direct the Trustee to comply with the investment instructions in the Arbitrage and Tax Regulatory Agreement with respect to the 2020 Bonds. [Signatures Begin on Following Page] A -1 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 10 IN WITNESS WHEREOF, the Corporation and the County have caused this Second Amendment to be executed in their respective names and their respective seals to be hereto affixed and attested by their duly authorized officials or officers, all as of the date first above written. [SEAL] Attest: Chris Coudriet Secretary PPAB 5211997v4 NEw HANOVER COUNTY FINANCING CORPORATION Jonathan Barfield, Jr. President [Signatures Continued on Following Pages] Board of Commissioners - December 2, 2019 ITEM: 7 - 3 - 11 [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] [SEAL] Attest: Kym Crowell Clerk to the Board of County Commissioners PPAB 5211997v4 COUNTY OF NEW HANOVER, NORTH CAROLINA i Chris Coudriet County Manager A -1 Board of Commissioners - December 2, 2019 ITEM: 7 -3-12 [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] Consented to and Accepted: U.S. BANK NATIONAL ASSOCIATION, as Trustee Shawna L. Hale Vice President [Signatures Continued on the Following Page] 13 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 -3-13 [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] THIS CONTRACT AMENDMENT HAS BEEN APPROVED UNDER THE PROVISIONS OF THE NORTH CAROLINA GENERAL STATUTES, § 159 -152. By: Greg C. Gaskins Secretary of the Local Government Commission A -1 PPAB 5211997v4 Board of Commissioners - December 2, 2019 ITEM: 7 -3-14 INSTALLMENT PAYMENT SCHEDULE — 2010 BONDS PPAB 52119970 PS -1 Board of Commissioners - December 2, 2019 ITEM: 7 -3-15 PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 06/01/2020 - $345,750.00 $ 345,750.00 12/01/2020 $5,160,000.00 345,750.00 5,505,750.00 06/01/2021 216,750.00 216,750.00 12/01/2021 3,835,000.00 216,750.00 4,051,750.00 06/01/2022 120,875.00 120,875.00 12/01/2022 3,835,000.00 120,875.00 3,955,875.00 06/01/2023 25,000.00 25,000.00 12/01/2023 335,000.00 25,000.00 360,000.00 06/01/2024 16,625.00 16,625.00 12/01/2024 335,000.00 16,625.00 351,625.00 06/01/2025 8,250.00 8,250.00 12/01/2025 330,000.00 8,250.00 338,250.00 $13,830,000.00 $1,466,500.00 $15,296,500.00 PPAB 52119970 PS -1 Board of Commissioners - December 2, 2019 ITEM: 7 -3-15 INSTALLMENT PAYMENT SCHEDULE — 2012 BONDS A -1 PPAB 52119970 Board of Commissioners - December 2, 2019 ITEM: 7 -3-16 PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 06/01/2020 - $195,475.00 $ 195,475.00 12/01/2020 $1,360,000.00 195,475.00 1,555,475.00 06/01/2021 - 168,275.00 168,275.00 12/01/2021 1,345,000.00 168,275.00 1,513,275.00 06/01/2022 - 141,375.00 141,375.00 12/01/2022 1,335,000.00 141,375.00 1,476,375.00 06/01/2023 - 114,675.00 114,675.00 12/01/2023 970,000.00 114,675.00 1,084,675.00 06/01/2024 - 92,850.00 92,850.00 12/01/2024 960,000.00 92,850.00 1,052,850.00 06/01/2025 - 71,250.00 71,250.00 12/01/2025 955,000.00 71,250.00 1,026,250.00 06/01/2026 - 47,375.00 47,375.00 12/01/2026 950,000.00 47,375.00 997,375.00 06/01/2027 - 23,625.00 23,625.00 12/01/2027 945,000.00 23,625.00 968,625.00 $6,925,000.00 $1,615,175.00 $8,540,175.00 A -1 PPAB 52119970 Board of Commissioners - December 2, 2019 ITEM: 7 -3-16 INSTALLMENT PAYMENT SCHEDULE — 2020 BONDS PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT PS -1 PPAB 52119970 Board of Commissioners - December 2, 2019 ITEM: 7 -3-17 EXHIBIT A FORM OF REQUISITION ACQUISITION AND CONSTRUCTION FUND U.S. Bank National Association 5540 Centerview Drive, Suite 200 Raleigh, North Carolina 27606 Attention: Corporate Trust Services Re: Direction to Make Disbursements from the 2020 Bonds Account of the Acquisition and Construction Fund Ladies and Gentlemen: Pursuant to Section 3.15 of an Indenture of Trust dated as of June 1, 2010 (as amended, the "Indenture ") between New Hanover County Financing Corporation (the "Corporation ") and U.S. Bank National Association, as trustee (the "Trustee "), and Section 3 of Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment "), amending an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract"), as previously amended by Amendment Number One to the Contract dated as of September 1, 2012 (the "First Amendment"), each between the Corporation and the County of New Hanover, North Carolina (the "County "), you are hereby directed to disburse from the 2020 Bonds Account of the Acquisition and Construction Fund referred to in the Indenture (the "2020 Bonds Account ") the amount indicated below. The undersigned hereby certifies: This is requisition number from the 2020 Bonds Account. 2. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: 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 2020 Bonds Account and has not been the basis of any previous disbursement. Dated this _ day of , 20_ COUNTY OF NEW HANOVER, NORTH CAROLINA LI-A A -1 PPAB 52119970 County Representative Board of Commissioners - December 2, 2019 ITEM: 7 -3-18 PARKER POE DRAFT 11/4/19 NEW HANOVER COUNTY FINANCING CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE, NUMBER 2 Dated as of February 1, 2020 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 1 SUPPLEMENTAL TRUST AGREEMENT TABLE OF CONTENTS Page ARTICLEI DEFINITIONS ............................................................................................................ ..............................1 ARTICLE II THE 2020 BONDS .................................................................................................... ..............................4 Section 2.1 Authorized Amount of 2020 Bonds ...................................................... ..............................4 Section 2.2 General Terms of 2020 Bonds .............................................................. ..............................4 Section 2.3 Delivery of 2020 Bonds ........................................................................ ..............................4 Section 2.4 Details of 2020 Bonds; Payment .......................................................... ..............................4 Section 2.5. Arbitrage and Tax Covenants ............................................................... ..............................6 ARTICLE III PREPAYMENT OF 2020 BONDS .......................................................................... ..............................7 Section 3.1. Prepayment Dates and Prices ................................................................ ..............................7 Section3.2. Notice of Prepayment ........................................................................... ..............................8 Section3.3. Prepayments ......................................................................................... ..............................9 Section3.4. Cancellation .......................................................................................... ..............................9 Section 3.5. Delivery of New 2020 Bonds On Partial Prepayment of 2020 Bonds .. ..............................9 ARTICLE IV CREATION OF ACCOUNTS; APPLICATION OF 2020 BOND PROCEEDS .... .............................10 Section 4.1 Creation of the Acquisition and Construction Fund ............................ .............................10 Section 4.2. Application of Proceeds ....................................................................... .............................10 Section 4.3 Disposition of Funds in the Acquisition and Construction Fund ......... .............................10 Section 4.4 Creation of Other Accounts ................................................................. .............................10 ARTICLE V MISCELLANEOUS .......................................................................... ............................... Section 5.1. Parties Interested Herein ............................................... ............................... Section 5.2. Titles, Headings, Captions, Etc ..................................... ............................... Section5.3. Severability ................................................................... ............................... Section5.4. Governing Law ............................................................. ............................... Section 5.5. Execution in Counterparts ............................................ ............................... Section 5.6. Full Force and Effect .................................................... ............................... EXHIBIT A — FORM OF 2020 BOND PPAB 5211976v1 i Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 2 ............._........11 .....................11 .....................11 .....................11 .....................11 .....................11 .....................11 SUPPLEMENTAL INDENTURE, NUMBER 2 THIS SUPPLEMENTAL INDENTURE, NUMBER 2 dated as of February 1, 2020 (together with any supplements and amendments hereto made in accordance herewith, this "Second Supplement "), is between NEW HANOVER COUNTY FINANCING CORPORATION (the "Corporation "), a nonprofit corporation duly created and existing under the laws of the State of North Carolina, and U.S. BANK NATIONAL ASSOCIATION, as trustee, under the Indenture of Trust dated as of June 1, 2010 (the "2010 Indenture "), between the Corporation and U.S. Bank National Association (the "Trustee "), being authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the State of North Carolina (the "State "). This Second Supplement supplements and amends the 2010 Indenture, as previously supplemented by Supplemental Indenture, Number 1 dated as of September 1, 2012 (the "First Supplement ") between the Corporation and the Trustee. WITNESSETH: WHEREAS, the Corporation proposes (1) to execute and deliver a series of limited obligation bonds (the "2020 Bonds "), under the Indenture and this Second Supplement, and (2) to apply the proceeds of the 2020 Bonds to (a) pay the capital costs of (1) construction of a replacement juvenile justice facility on the site of the existing facility that will house court and support functions related to the juvenile court system (the `Juvenile Justice Facility "), (2) acquisition of and improvements to Echo Farms Park, (3) improvements to the County's Senior Resource Center, and (4) relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority (collectively, the "2020 Projects ") and (b) pay the costs related to the execution and delivery of the 2020 Bonds. NOW THEREFORE, in addition to the rights, titles and interests granted by the Corporation to the Trustee in the 2010 Indenture, the First Supplement and the Second Supplement, the Corporation, in consideration of the mutual covenants and agreements contained in the 2010 Indenture and the First Supplement and in this Second Supplement and for the benefit of the Owners, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, in order to further secure the payment of the principal, premium, if any, and interest with respect to all Bonds at any time outstanding under the Indenture, according to their tenor and effect, and to secure the performance and observance of all the covenants and conditions in the Bonds and contained in the Indenture, and to declare the terms and conditions on and subject to which the Bonds are executed and delivered and secured, has executed and delivered the 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 the Trustee, and to its successors and assigns forever, all rights, title and interest of the Corporation in the Installment Payments received pursuant to the Installment Financing Contract dated as of June 1, 2020 (the "2010 Contract "), as amended by Amendment Number One to the Installment Financing Contract dated as of September 1, 2012 (the `First Amendment") and Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Contract, " and together with the 2010 Contract and the First Amendment, the "Contract "), each between the Corporation and the County; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein it is agreed as follows: ARTICLE I DEFINITIONS Except as provided herein, all defined terms contained in the 2010 Indenture, the 2010 Contract, the First Amendment, the First Supplement and the Second Amendment have the same meanings in this PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 3 Second Supplement. In addition, the following words and terms, unless the context otherwise requires, have the following meanings: "Acquisition and Construction Fund" means the special fund created under Section 4.1. "Arbitrage and Tax Regulatory Agreement" means, with respect to the 2020 Bonds, the Arbitrage and Tax Regulatory Agreement dated February 6, 2019, 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 2020 Bonds from the gross income of the owners thereof under the Internal Revenue Code of 1986, as amended. "Cost of Acquisition and Construction" includes payment of or reimbursement for the following items: (a) the Costs of Delivery; (b) obligations incurred or assumed for the Projects in connection with the construction, renovation, equipping and financing or refinancing thereof, including, without limitation, costs of obtaining title insurance and a survey of the Premises; and (c) all other costs which are considered to be a part of the cost of construction, renovation, equipping and financing of the Projects 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 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 Projects. "First Supplement" means the Supplemental Indenture, Number 1 dated as of September 1, 2012, between the Corporation and the Trustee and any amendments or supplements adopted in accordance with the terms of the 2010 Indenture and the First Supplement. "Indenture" means, collectively, the 2010 Indenture, the First Supplement and the Second Supplement, as the same may be further amended and supplemented. "Interest Payment Date" means, with respect to the 2020 Bonds, each June 1 and December 1, beginning June 1, 2020. "Second Supplement" means this Supplemental Indenture, Number 2 dated as of February 1, 2020, between the Corporation and the Trustee and any amendments or supplements adopted in accordance with the terms of the 2010 Indenture and the Second Supplement. "2010 Indenture" means the Indenture of Trust dated as of June 1, 2010 between the Corporation and the Trustee. "2020 Bonds" means the Limited Obligation Bonds, Series 2020, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues Pursuant To the Contract, to be executed and delivered under this Second Supplement and the 2010 Indenture, the details of which are described in Section 2.4(a). 2 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 4 "Underwriter" means, with respect to the 2020 Bonds, PNC Capital Markets, LLC. [End of Article I] PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 5 ARTICLE II THE 2020 BONDS Section 2.1 Authorized Amount of 2020 Bonds. No 2020 Bonds may be executed and delivered under the provisions of this Second Supplement and the 2010 Indenture except in accordance with this Article. The total principal amount of 2020 Bonds that may be executed and delivered is hereby expressly limited to $[Amount], except as provided in Sections 2.08 and 2.09 of the 2010 Indenture. Section 2.2 General Terms of 2020 Bonds. The 2020 Bonds will be designated "Limited Obligation Bonds, Series 2020, 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." The 2020 Bonds will be executed and delivered as fully registered Bonds in denominations of $5,000 or any integral multiple thereof. 2020 Bonds will be numbered from R -1 upwards. The 2020 Bonds will be substantially in the form set forth in Exhibit A with such appropriate variations, omissions and insertions as are permitted or required by this Second Supplement. Section 23 Delivery of 2020 Bonds. Before the delivery by the Trustee of any of the 2020 Bonds, the items required under Section 2.11 of the 2010 Indenture must be filed with the Trustee. Section 2.4 Details of 2020 Bonds; Payment. The 2020 Bonds will mature on [December 1] of the years and in the amounts and will bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) as follows: PRINCIPAL INTEREST PRINCIPAL INTEREST YEAR AMOUNT RATE YEAR AMOUNT RATE (d) Both the principal of and the interest on the 2020 Bonds and any premiums on the prepayment thereof prior to maturity are payable in any lawful coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Each 2020 Bond shall bear interest until its principal sum has been paid, but if such 2020 Bond has matured or has been called for prepayment and the prepayment date has occurred and funds are available for the payment thereof in full in accordance with the terms of the 2010 Indenture, such 2020 Bond shall then cease to bear interest as of the maturity date or prepayment date. The 2020 Bonds will be dated as of their date of initial execution and delivery, except that 2020 Bonds issued in exchange for or on the registration of transfer of 2020 Bonds will be dated as of the Interest Payment Date preceding the day of authentication thereof, unless (1) the date of such authentication precedes May 16, 2020, in which case they will be dated as of their date of initial execution and delivery, (2) it is authenticated after a Record Date (as defined herein) and before the following Interest Payment Date, in which event interest with respect thereto shall be payable from such following Interest Payment Date or (3) the date of such authentication is a Interest Payment Date to which interest on the 2020 Bonds has been paid in full or duly provided for in accordance with the terms of this Second Supplement and the 2010 Indenture, in which case they will be dated as of such Interest Payment Date; except that if, as 4 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 6 shown by the records of the Trustee, interest on the 2020 Bonds is in default, 2020 Bonds executed and delivered in exchange for or on registration of transfer of 2020 Bonds will be dated as of the date to which interest on the 2020 Bonds has been paid in full. If no interest has been paid on the 2020 Bonds, 2020 Bonds executed and delivered in exchange for or on the registration of transfer of 2020 Bonds will be dated as of their date of initial execution and delivery. (e) The 2020 Bonds will be delivered by means of a book -entry system with no physical distribution of definitive 2020 Bonds made to the public. One definitive 2020 Bond for each maturity is to be 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 2020 Bonds in the denomination of $5,000 or integral multiples thereof, with transfers of beneficial ownership effected on the records of DTC and its participants (the "DTC Participants ") pursuant to rules and procedures established by DTC. Each DTC Participant will be credited in the records of DTC with the amount of such DTC Participant's interest in the 2020 Bonds. Beneficial ownership interests in the 2020 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 definitive 2020 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 2020 Bonds. Transfers of ownership interests in the 2020 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 2020 BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY OWNER OF THE 2020 BONDS FOR ALL PURPOSES UNDER THE 2010 INDENTURE AND THIS SECOND SUPPLEMENT, INCLUDING RECEIPT OF ALL PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST ON THE 2020 BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THE 2010 INDENTURE OR THIS SECOND SUPPLEMENT. Notwithstanding the provisions of paragraph (c) below, payments of principal, interest and premium, if any, with respect to the 2020 Bonds, so long as DTC is the only Owner of the 2020 Bonds, will be paid by the Trustee directly to DTC or its nominee, 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 Trustee and the County are not and will 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 DTC determines not to continue to act as securities depository for the 2020 Bonds and a successor securities depository is not identified to replace DTC, the County will cause fully registered definitive 2020 Bonds to be delivered to DTC. The County may decide to discontinue use of the system of book -entry only transfers through DTC in accordance with DTC's rules and, in that event, the County will cause fully registered definitive 2020 Bonds to be delivered in accordance with DTC's rules and procedures. The County, the Corporation and the Trustee have no responsibility or obligation with respect to (1) the accuracy of any records maintained by DTC or any DTC Participant; (2) the payment by DTC or any DTC participant of any amount due to any beneficial owner in respect of the principal of and premium, if any, and interest on the 2020 Bonds; (3) the delivery or timeliness of delivery by DTC or any DTC Participant of any notice due to any beneficial owner which is required or permitted under the terms of the Contract, the 2010 Indenture or this Second Supplement to be given to Owners; (4) the selection of PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 7 beneficial owners to receive payments in the event of any partial prepayment of the 2020 Bonds; or (5) any consent given or other action taken by DTC or its nominee, as Owner. (f) The 2020 Bonds and any premiums on the prepayment thereof prior to maturity are payable at the principal corporate trust office of the Trustee on presentation and surrender. Interest on the 2020 Bonds will be paid by the Trustee by check or draft 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 of business on the on the fifteenth day (whether or not a Business Day) of the month next preceding an Interest Payment Date (the "Record Date "). At the written request of any Owner of at least $1,000,000 in aggregate principal amount of the 2020 Bonds, principal and interest may be payable by wire transfer at the address specified in writing by the Owner by the Record Date. As long as Cede & Co. or another DTC nominee is the registered owner of the 2020 Bonds, the Trustee shall make all payments with respect to the 2020 Bonds by wire transfer in immediately available funds. CUSIP number identification with appropriate dollar amounts for each CUSIP number shall accompany all payments of principal of, premium, if any, and interest on any 2020 Bonds, whether by check or by wire transfer. Section 2.5. Arbitrage and Tax Covenants. The Corporation covenants that it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from federal income taxation of the interest on the 2020 Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, the Corporation will take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly on having knowledge thereof. The Corporation acknowledges that the continued exclusion of interest on the 2020 Bonds from an Owner's gross income for federal income tax purposes depends, in part, on compliance with the arbitrage limitations imposed by Section 148 of the Code. The Corporation covenants that it will comply, or cause the County to comply, with all the requirements of Section 148 of the Code, including the rebate requirements, and that it will not permit at any time any of the proceeds of the 2020 Bonds or other funds under their control be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the 2020 Bonds to be "arbitrage bonds" for purposes of Section 148 of the Code. [End of Article II] 6 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 8 ARTICLE III PREPAYMENT OF 2020 BONDS Section 3.1. Prepayment Dates and Prices. The 2020 Bonds are subject to prepayment, in whole or in part, as set forth below: (a) Optional Prepayment. The 2020 Bonds maturing on or before [December 1], 2030, are not subject to optional call and prepayment before maturity. The 2020 Bonds maturing after [December 1], 2030, may be prepaid before their maturities, 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 December 1, 2030, at a prepayment price equal to 100% of the principal amount of 2020 Bonds to be so prepaid plus accrued interest to the prepayment date. (b) Mandatory Prepayment. (1) The 2020 Bonds maturing on December 1, 20[ ] (the "Term Bonds ") are subject to mandatory sinking fund prepayment on December 1 in each year on and after December 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 (2) At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may (A) deliver to the Trustee for cancellation Term Bonds or portions thereof in any aggregate principal amount desired, or (B) receive a credit in respect of its mandatory prepayment obligation for any Term Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment under this Section 3.1(b)) and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such Term 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 Term 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 Term 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 (A) and (B) of the preceding paragraph are to be 7 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 9 availed of with respect to such mandatory prepayment payment. (c) Selection. If called for prepayment in part, the 2020 Bonds to be prepaid shall be prepaid in such order as the County shall select 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 2020 Bonds is discontinued as provided in Section 2.4, by lot within a maturity in such manner as the Trustee in its discretion may determine. When 2020 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 3.07 of the 2010 Indenture. The Trustee shall pay to the Owners of 2020 Bonds so prepaid the amounts due on their respective 2020 Bonds at the principal corporate trust office of the Trustee on presentation and surrender of the 2020 Bonds; provided, however, that, if prepaid in part, the 2020 Bonds may be prepaid only in multiples of $5,000. Prepayments shall be accompanied by a written designation prepared by the Trustee stating the portion of the payment representing the unpaid principal amount of the 2020 Bond immediately before the payment, the portion of the payment representing interest, and the remaining portion, if any, which shall be designated and paid as a prepayment premium. Section 3.2. Notice of Prepayment. Notice of prepayment identifying the 2020 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 (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 2020 Bonds, by Mail to the then - registered Owners of 2020 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, 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 2020 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 clause (1) or (3) in the preceding paragraph, or any defect therein, shall not affect the validity of any proceedings for the prepayment of the 2020 Bonds. Notice of prepayment shall specify, as applicable, (1) that the 2020 Bonds or a designated portion thereof are to be prepaid, (2) the CUSIP numbers of the 2020 Bond or 2020 Bonds to be prepaid (unless all the 2020 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 date of the 2020 Bonds, (7) the interest rate with respect to the 2020 Bond, (8) the maturity date of the 2020 Bond and (9) if a prepayment in part, called amounts for prepaid bonds. Any notice mailed as provided in this Section is conclusively presumed to have been duly given, whether or not the Owner receives the notice. If at the time of mailing of notice of prepayment there has not been deposited with the Trustee moneys sufficient to prepay all the 2020 Bonds or portions thereof called for prepayment, which moneys are or will be available for prepayment of 2020 Bonds, such notice will state that it is conditional on the PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 10 deposit of the prepayment moneys with the Trustee not later than the opening of business on the prepayment date, and such notice is of no effect unless such moneys are so deposited. Section 3.3. 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 2020 Bonds or portions thereof called, together with accrued interest thereon to the prepayment date and any required premium. On the giving of notice and the deposit of such funds for prepayment pursuant to this Second Supplement (which, in the case of prepayment under Section 3.1(a) and (b) above, may be less than the full principal amount of the Outstanding 2020 Bonds and accrued interest thereon to the prepayment date), interest with respect to the 2020 Bonds or portions thereof thus called shall no longer accrue after the date fixed for prepayment. The 2020 Bonds or portions thereof called for prepayment are due and payable on the prepayment date at the prepayment price, together with accrued interest thereon to the prepayment date and any applicable prepayment premium. If any required notice of prepayment has been given and moneys sufficient to pay the prepayment price, together with accrued interest thereon to the prepayment date and any required prepayment premium, have been deposited with the Trustee, the 2020 Bonds or portions thereof so called for prepayment cease to be entitled to any benefit or security under the Indenture and the Owners of such 2020 Bonds have no rights in respect of such 2020 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 the 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 2020 Bonds Outstanding. Section 3.4. Cancellation. All 2020 Bonds which have been prepaid shall not be redelivered but shall be canceled and burned or otherwise destroyed by the Trustee in accordance with Section 2.10 of the Indenture. Section 3.5. Delivery of New 2020 Bonds On Partial Prepayment of 2020 Bonds. On surrender and cancellation of the 2020 Bonds called for prepayment in part only, a new 2020 Bond or 2020 Bonds of the same maturity and interest rate and of authorized denominations, 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 III] 9 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 - 4 - 11 ARTICLE IV CREATION OF ACCOUNTS; APPLICATION OF 2020 BOND PROCEEDS Section 4.1 Creation of the Acquisition and Construction Fund. A special fund is hereby created and established with the Trustee to be designated to be designated "County of New Hanover, NC Installment Financing Contract Acquisition and Construction Fund" (the `Acquisition and Construction Fund"). Within the Acquisition and Construction Fund, the Trustee will create a "2020 Bonds Account". The Trustee shall deposit in the 2020 Bonds Account of the Acquisition and Construction Fund the amounts as set forth in Section 4.2 herein. 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. The Trustee shall invest and reinvest any money held in the Acquisition and Construction Fund or any account thereof in accordance with this Indenture and retain the income therefrom 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 Projects, as directed by the County in accordance with Section 4.2 of the Contract. The Trustee shall create other accounts within the Acquisition and Construction Fund on the County's written direction. Section 4.2. Application of Proceeds. From the proceeds of the 2020 Bonds, the Trustee will deposit $[ ] in the 2020 Bonds Account of the Acquisition and Construction Fund to pay Costs of Acquisition and Construction and Costs of Delivery relating to the 2020 Bonds. The Trustee will disburse the money in the Acquisition and Construction Fund in accordance with Article III of the 2010 Indenture, as amended by this Second Supplement. Section 4.3 Disposition of Funds in the Acquisition and Construction Fund. Any balance remaining in the Acquisition and Construction Fund on completion of the acquisition, construction, renovation and equipping of the Projects, as certified in writing to the Trustee by a County Representative, (1) 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 (2) 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 applicable Bonds in the order of their due date. Section 4.4 Creation of Other Accounts. Two accounts within the Bond Fund are created and established with the Trustee to be designated the "Interest Account, " and the `Principal Account. " [End of Article IV] 10 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-12 ARTICLE V MISCELLANEOUS Section 5.1. Parties Interested Herein. Nothing in this Second Supplement expressed or implied is intended or will be construed to confer on, or to give to any person other than the County, the Trustee, the Corporation and the Owners, any right, remedy or claim under or by reason of this Second Supplement or any covenant, condition or stipulation hereof and all the covenants, stipulations, promises and agreements in this Second Supplement contained by and on behalf of the Corporation or the Trustee will be for the sole and exclusive benefit of the County, the Trustee, the Corporation and the Owners. Section 5.2. Titles, Headings, Captions, Etc. The titles, captions and headings of the articles, sections and subdivisions of this Second Supplement have been inserted for convenience of reference only and will in no way modify or restrict any of the terms or provisions hereof Section 5.3. Severability. If any provision of this Second Supplement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. If any one or more of the provisions provided in this Second Supplement is construed to be invalid or unenforceable, the parties hereto shall, in the alternative, agree to replace such provision with a lawful provision which most nearly approximates the provision held to be invalid or unenforceable. Section 5.4. Governing Law. This Second Supplement is governed by and to be construed in accordance with the laws and constitution of the State. Section 5.5. Execution in Counterparts. This Second Supplement may be executed in several counterparts, each of which is an original and all of which constitute but one and the same instrument. Section 5.6. Full Force and Effect. Except as supplemented or amended by this Second Supplement or the First Supplement, all provisions of the 2010 Indenture, as amended, remain in full force and effect. Consent of Initial Purchaser, Underwriter or Remarketing Agent. Any person that holds any 2020 Bond or Bond issued hereafter as an Owner, including an initial purchaser, underwriter or remarketing agent that holds such obligation with an intent to sell or distribute such obligation in the future, shall be deemed to be the Owner of such obligation for the purpose of giving any consent required under Article IX of the 2010 Indenture, including any consent to an amendment or supplemental indenture that adversely affects the interests of other Owners. Notwithstanding anything herein or in the 2010 Indenture to the contrary, neither the County nor any initial purchaser, underwriter or remarketing agent providing its consent to an amendment or supplemental indenture pursuant to Article IX of the 2010 Indenture shall be required to provide any prior notice or other documentation regarding such amendment or supplemental indenture to any Owner of any Bond. E- Verify. The Trustee 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 Trustee 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 Trustee will not use any subcontractors in connection with this Second Supplement. PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-13 [End of Article VI] 12 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-14 IN WITNESS WHEREOF, the Corporation and the Trustee have caused this Second Supplement to be executed in their respective names and their respective seals to be hereto affixed, as applicable, and attested by their duly authorized officials or offices, as applicable, all as of the date first above written. NEW HANOVER COUNTY FINANCING CORPORATION [SEAL] LI-A Attest: Chris Coudriet Secretary 13 PPAB 5211976v1 Jonathan Barfield, Jr., President Board of Commissioners - December 2, 2019 ITEM: 7 -4-15 PPAB 5211976v1 [COUNTERPART SIGNATURE PAGE TO THIS SECOND SUPPLEMENT] U.S. BANK NATIONAL ASSOCIATION, as Trustee Lo 14 Shawna L. Hale Vice President Board of Commissioners - December 2, 2019 ITEM: 7 -4-16 R- EXHIBIT A FORM OF 2020 BOND United States of America State of North Carolina LIMITED OBLIGATION BOND, SERIES 2020 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 MATURITY DATE DATED DATE CUSIP RATE [December 11, 20_ February 6, 2020 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 an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract "), as previously amended by Amendment Number One to the Installment Financing Contract dated as of September 1, 2012 (the "First Amendment ") and as further amended by Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment, " and collectively with the 2010 Contract and the First Amendment, the "Contract"), each 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 Limited Obligation Bond, Series 2020 (this "2020 Bond") is secured as provided in an Indenture of Trust dated as of June 1, 2010 (the "2010 Indenture "), as supplemented by Supplemental Indenture, Number 1 dated as of September 1, 2012 (the "First Supplement "), as further supplemented by Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement, " and collectively with the 2010 Indenture and the First Supplement, the "Indenture "), each between the Corporation and U.S. Bank National Association, as trustee (the "Trustee "), for the registered owners of the 2020 Bonds, the 2010 Bonds, the 2012 Bonds and any Additional 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 thereon from the Dated Date (shown above) at the interest rate per annum stated above, payable commencing on [June 1], 2020, and semiannually thereafter on December 1 and June 1 in each year until payment in full of such principal sum. Principal with respect to this 2020 Bond is payable in lawful money of the United States of America at the principal corporate trust office of the Trustee located in Raleigh, North Carolina, or that of its successor; and interest with respect to this 2020 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 A -1 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-17 registration books kept by the Trustee. Notwithstanding the foregoing, so long as Cede & Co. is the registered Owner of this 2020 Bond, the principal and interest with respect to this 2020 Bond shall be paid by wire transfer in immediately available funds on each principal payment date and interest payment date. The 2020 Bonds will be delivered by means of a book -entry system with no physical distribution of 2020 Bonds made to the public. One 2020 Bond for each maturity will be issued 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 2020 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 2020 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 DTC determines not to continue to act as securities depository for the 2020 Bonds and a successor securities depository is not identified to replace DTC, the County will cause fully registered definitive 2020 Bonds to be delivered to DTC. The County may decide to discontinue use of the system of book -entry only transfers through DTC in accordance with DTC's rules and, in that event, the County will cause fully registered definitive 2020 Bonds to be delivered in accordance with DTC's 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 in respect of the principal and interest with respect to the 2020 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 2020 Bonds; or (e) any consent given or other action taken by DTC or its nominee. Each 2020 Bond evidences a proportionate undivided interest in the right to receive certain revenues Pursuant to the Contract. The obligation of the County to make Installment Payments and Additional Payments (as defined below) 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. Refunding Limited Obligation Bonds (New Hanover County Projects), Series 2010, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues under the Contract in the aggregate principal amount of $49,835,000 were executed and delivered under the 2010 Indenture to refinance certain County projects described in the 2010 Contract. Refunding Limited Obligation Bonds (New Hanover County Projects), Series 2012, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues under the Contract in the aggregate principal amount of $20,540,000 were executed and delivered under the 2010 Indenture and the First Supplement to refinance the 2003 Projects. This 2020 Bond is one of the limited obligation bonds executed and delivered pursuant to the Indenture in the aggregate principal amount of $[Amount] for the purpose of providing funds to finance the 2020 Projects. The 2020 Bonds, together with the 2010 Bonds and the 2012 Bonds, evidence proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract. Under the Contract, the Corporation has agreed to advance to the County the Purchase Price, the proceeds from which have been and will be used to finance and refinance the Projects, and the County has agreed to pay directly to the A -2 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-18 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 2020 Bonds, the 2010 Bonds, the 2012 Bonds and any Additional Bonds (collectively, 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, as security for that payment obligation, the County has executed and delivered the Deed of Trust and Security Agreement dated as of June 1, 2010 (the "2010 Deed of Trust "), as extended by a Notice of Extension dated as of February 1, 2020 (the "Notice of Extension, " and together with the 2010 Deed of Trust, the `Deed of Trust"), each from the County to the Deed of Trust trustee named therein for the benefit of the Corporation with respect to the Premises. If the Contract is terminated by reason of an Event of Default, the principal amount of this 2020 Bond and the interest hereon will be payable from such moneys, if any, as may be available for such purpose, including any moneys received by the Trustee from the sale, lease, sublease or other disposition of the portion of the Projects subject 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 Bonds are secured, the terms and conditions on which the Bonds will be deemed to be paid at or before maturity or prepayment of the 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. Each capitalized term used but not otherwise defined herein has the meaning given to such term in the Contract and the Indenture, as applicable. The 2020 Bonds are executed and delivered solely as fully registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. This 2020 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 principal corporate trust office of the Trustee on surrender of this 2020 Bond together with a duly executed written instrument of transfer satisfactory to the Trustee. On such transfer, a new fully registered 2020 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 2020 Bond is registered as the absolute owner hereof, whether or not this 2020 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. If this 2020 Bond is called for prepayment in part only, on surrender and cancellation of this 2020 Bond, a new fully registered 2020 Bond or Bonds of the same maturity, of authorized denominations, in an aggregate principal amount equal to the unprepaid portion hereof, shall be executed and delivered by the Trustee to the Owner hereof. The 2020 Bonds are subject to prepayment, in whole or in part, as follows: (a) Optional Prepayment. The 2020 Bonds maturing on or before [December 1], 2030, are not subject to optional call and prepayment before maturity. The 2020 Bonds maturing after [December 1], 2030, may be prepaid before their maturities, at the option of the County, A -3 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-19 from any funds that may be available for such purpose, either in whole or in part on any date on or after [December 1], 2030, at a prepayment price equal to 100% of the principal amount of 2020 Bonds to be so prepaid plus accrued interest to the prepayment date. (b) Mandatory Prepayment. (1) The 2020 Bonds maturing on December 1, 20[ ] (the "Term Bonds ") are subject to mandatory sinking fund prepayment on December 1 in each year on and after December 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 (3) At its option, to be exercised on or before the 45' day next preceding any mandatory prepayment date, the County may (A) deliver to the Trustee for cancellation Term Bonds or portions thereof in any aggregate principal amount desired, or (B) receive a credit in respect of its mandatory prepayment obligation for any Term Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment as described in paragraphs (1) and (2) above) and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such Term 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 Term 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 Term 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 (A) and (B) of the preceding paragraph are to be availed of with respect to such mandatory prepayment payment. (c) Selection. If called for prepayment in part, the Bonds to be prepaid shall be prepaid in such order as the County shall select 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 2020 Bonds is discontinued as provided in the First Supplement, by lot within a maturity in such manner as the Trustee in its discretion may determine. A -4 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-20 When 2020 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 the Indenture. The Trustee shall pay to the Owners of 2020 Bonds so prepaid the amounts due on their respective 2020 Bonds at the principal corporate trust office of the Trustee on presentation and surrender of the 2020 Bonds; provided, however, that, if prepaid in part, the 2020 Bonds may be prepaid only in multiples of $5,000. Prepayments shall be accompanied by a written designation prepared by the Trustee stating the portion of the payment representing the unpaid principal amount of the 2020 Bond immediately before the payment, the portion of the payment representing interest, and the remaining portion, if any, which shall be designated and paid as a prepayment premium. If the Owner of any 2020 Bond of a denomination greater than the amount being prepaid fails to present such 2020 Bond to the Trustee for payment and exchange as aforesaid, such 2020 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. Anything in the 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. 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 2020 Bonds at the time Outstanding. The Indenture also contains provisions permitting the Corporation and the Trustee to enter into amendments to the Indenture, the Contract and the Deed of Trust without the consent of the Owners of the 2020 Bonds for certain purposes. Any consent or request by the Owner of this 2020 Bond is conclusive and binding on such Owner and on all future Owners of this 2020 Bond and of any bond executed and delivered on the transfer of this 2020 Bond, whether or not notation of such consent or request is made on this 2020 Bond. This 2020 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 2020 Bond is not entitled to any right or benefit under the Indenture, or valid or obligatory for any purposes until this 2020 Bond has been authenticated by the execution by the Trustee, or its successors as Trustee, of the certificate of authentication inscribed hereon. A -5 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-21 IN WITNESS WHEREOF, NEw HANovER CouNTY FINANCING CORPORATION has caused this 2020 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 and attested with the manual or facsimile signature of its Secretary, all as of the Dated Date set forth above. NEW HANOVER COUNTY FINANCING CORPORATION [SEAL] Lo Attest: Chris Coudriet Secretary A -6 PPAB 5211976v1 Jonathan Barfield, Jr., President Board of Commissioners - December 2, 2019 ITEM: 7 -4-22 CERTIFICATE OF AUTHENTICATION This is one of the Limited Obligation Bonds, Series 2020 evidencing a proportionate undivided interest in rights to receive certain Revenues pursuant to the within - mentioned Contract and Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated: February 6, 2020 By: Shawna L. Hale Vice President A -7 PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-23 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 NOTICE: The signature to this assignment must Participant in the Securities Transfer Agent correspond with the name as it appears on the face Medallion Program ( "Stamp ") or similar of the within Bond in every particular, without program. alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED PPAB 5211976v1 Board of Commissioners - December 2, 2019 ITEM: 7 -4-24 Draft #I November 7, 2019 CONTRACT OF PURCHASE January , 2020 New Hanover County Financing Corporation Wilmington, North Carolina Limited Obligation Bonds (New Hanover County Projects), Series 2020A 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 New Hanover County Financing Corporation (the "Corporation ") for the purchase and sale by the Underwriter of the Limited Obligation Bonds (New Hanover County Projects), Series 2020A (the "Bonds "), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract "), between the Corporation and the County of New Hanover, North Carolina (the "County "), as amended by Amendment Number One to the Installment Financing Contract dated as of September 1, 2012 and Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment "), and together with the 2010 Contract, the "Contract," 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 January , 2020. 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 the Underwriter, all (but not less than all) of $ aggregate principal Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 1 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 net original issue premium of $ ). The Bonds will be executed and delivered pursuant to and secured by an Indenture of Trust dated as of June 1, 2010 (the "2010 Indenture "), by and between the Corporation and U.S. Bank National Association, as trustee (the "Trustee "), as amended and supplemented by Supplemental Indenture, Number 1 dated as of September 1, 2012 and Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement "), and together with the 2010 Indenture, the "Indenture," 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 3 hereof). The Bonds are being executed and delivered to provide funds to pay the capital costs of the following: (1) construction of a replacement juvenile justice facility on the site of an existing facility that will house court and support functions related to the juvenile court system (the "Juvenile Justice Facility "), (2) renovation and expansion of the terminal at Wilmington International Airport pursuant to an interlocal agreement with the New Hanover County Airport Authority, (3) acquisition of and improvements to Echo Farms Park, (4) improvements to the County's Senior Resource Center, (5) acquisition of vehicles and equipment for various County purposes, and (6) relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority (collectively, the "2020 Projects "). 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. Pursuant to the Contract, Installment Payments payable by the County thereunder will be paid directly to the Trustee. 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 June 1, 2010 (the "2010 Deed of Trust "), which has been extended to cover and create a lien on the Juvenile Justice Facility under a Notice of Extension of Deed of Trust to Additional Property dated as of February 1, 2020 (the "Notice of Extension ") and, together with the 2010 Deed of Trust, the "Deed of Trust." The Deed of Trust grants, among other things, a lien of record on certain real property (the "Mortgaged Property "). 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, 2 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 2 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 3) 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. Representations of the Underwriter; Establishment of Issue Price. PNC Capital Markets LLC, as the Underwriter, represents that it is authorized to execute and deliver this Purchase Contract and to act under the provisions of this Purchase Contract. The payment for, acceptance of and execution and delivery of any receipt for the Bonds and any other instruments in connection with the Closing shall be valid and sufficient for all purposes and binding upon the Underwriter, provided that any such action by the Underwriter shall not impose any obligation or liability upon them other than as may arise as expressly set forth in this Purchase Contract. (a) The Underwriter agrees to assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the County and Parker Poe Adams & Bernstein, LLP as bond counsel to the County ( "Bond Counsel "), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the County under this Section to establish the issue price of the Bonds may be taken on behalf of the County by the County's financial advisor, First Tryon Advisors, Charlotte, North Carolina, and any notice or report to be provided to the County may be provided to the County's financial advisor. (b) [Except as otherwise set forth in Schedule I attached hereto,] the County will treat the first price at which 10% of each maturity of the Bonds (the "10% test ") is sold to the public as the issue price of that maturity. [At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the County the price or prices at which the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the County the prices at which Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing date has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing date may be at reasonable periodic intervals or otherwise upon request of the County or bond counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.] [Schedule [I] and subsection (c) shall apply only if the Underwriter agrees to apply the hold- the - offering -price rule, as described below.] (c) [The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price "), 3 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 3 or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold- the - offering -price rule "). So long as the hold -the- offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the County that it has sold at least 10% of that maturity of the Bonds to the public at a price that is not higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5t') business day after the sale date.] (d) The Underwriter confirms that: (i) any agreement among underwriters, any selling group agreement and each third - party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating the Underwriter, each dealer who is a member of the selling group and each broker - dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold - the - offering -price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer of broker - dealer, the Underwriter shall assume that each order submitted by the Underwriter, dealer or broker - dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain M Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 4 language obligating the Underwriter or dealer that is a party to a third -parry distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker - dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or dealer, and (B) comply with the hold- the - offering -price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The County acknowledges that, in making the representations set forth in this Section, the Underwriter will (i) comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold - the - offering -price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the - offering -price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that the Underwriter or dealer who is a member of the selling group is a party to a third -party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker - dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the - offering -price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The County further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the - offering -price rule, if applicable to the Bonds, and that Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker - dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the- offering- price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the 5 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 5 Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date of execution of this Purchase Contract by all parties. 3. Official Statem ent. (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 January , 2020 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 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.ora /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 0 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 6 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 January , 2020 (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. 4. 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 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 7 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 7 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 (i) 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; (i) 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 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. 9 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 8 5. 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 8(e)(iii)(12). 6. Closing. At 10:00 a.m. (New York time) on February 6, 2020, 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 8 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. 7. 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, directly or indirectly, of changing the federal or State of North Carolina tax consequences of any of the transactions contemplated in connection herewith; 0 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 9 (b) there shall occur any event, which in the reasonable judgment of the Underwriter (i) would have a material and adverse effect 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 (i) 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 (i) 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. 8. Conditions to Obligations of the Underwriter. The obligation of the Underwriter to purchase the Bonds is subject: 10 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 10 (a) to the performance by the Corporation of its obligations to be performed hereunder at and before the Closing; (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 Holland & Knight 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 D 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. 11 Board of Commissioners - December 2, 2019 ITEM: 7 - 5 - 11 (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 Holland & Knight LLP, counsel to the Underwriter, dated the Closing Date, addressed to the Underwriter, in form satisfactory to the Underwriter. (6) The Final Official Statement. (7) Certified copies of all resolutions of the County relating to the Letter of Representation, the Bonds, the authorization of the use of the Preliminary Official Statement and the Final Official Statement, the Contract and the Deed of Trust. (8) Certified copies of such documents and resolutions 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 S &P Global Ratings ( "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: (i) 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) Certificate, in form and substance satisfactory to the Underwriter and its counsel, dated the Closing Date, executed the County Manager to the effect that (i) 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; and an executed copy of IRS Form 8038 -G. 12 Board of Commissioners - December 2, 2019 ITEM: 7 -5-12 (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 Holland & Knight 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) Evidence that the Notice of Extension has been duly recorded and extended the 2010 Deed of Trust. (18) 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: (i) the Indenture has been duly executed and delivered by the Trustee and (ii) the Bonds have been duly authenticated by the Trustee. (19) 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 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 8 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 7 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 11, 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 13 Board of Commissioners - December 2, 2019 ITEM: 7 -5-13 hereby expressly reserves the right to waive any of the conditions to its obligations contained in this Purchase Contract. 9. 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. 10. 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 11 shall survive any termination of this Purchase Contract by the Underwriter pursuant to the terms hereof. 11. 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, Trustee's fees and expenses, 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 rating agencies for the rating of the Bonds, fees of the Local Government Commission and the North Carolina Municipal Council and any additional miscellaneous fees and costs incurred in connection with and related to the transaction. The Corporation shall cause the County to reimburse the Underwriter for actual expenses incurred or paid for by the Underwriter on behalf of the County in connection with the marketing, execution and delivery of the Bonds, including, but not limited to, transportation, lodging and meals for the County's employees and representatives; provided, however, that (a) reimbursement for such expenses shall not exceed an ordinary and reasonable amount for such expenses, and (b) such expenses are either (i) not related to the entertainment of any person and not prohibited from being reimbursed from the proceeds of an offering of municipal securities under Municipal Securities Rulemaking Board Rule G -20 or (ii) to be paid from other funds of the County and not from the proceeds of the Bonds or any other municipal securities. Such reimbursement may be in the form of inclusion in the expense component of the Underwriter's discount or direct reimbursement as a cost of issuance. In the event the County will reimburse the Underwriter any expenses that are prohibited to be paid from proceeds of the Bonds under Municipal Securities Rulemaking Board Rule G -20, the County shall provide evidence of a cash contribution to pay such expenses on or prior to Closing. The Underwriter shall pay its out -of- pocket expenses, any all advertising expenses and blue sky expenses in connection with the public offering of the Bonds and the cost of the blue sky memorandum in connection with its public offering and distribution of the Bonds, including the CUSIP Service Bureau service charge for the assignment of CUSIP numbers for the Bonds, and any fees of the Municipal Securities Rulemaking Board of the Securities Industry and Financial Markets Association but excluding fees and disbursements of Underwriter's counsel. The 14 Board of Commissioners - December 2, 2019 ITEM: 7 -5-14 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. 12. 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: Chief Financial Officer. 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: Scott E. Leo., Esq. 13. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. Governing Law. This Purchase Contract is governed by and is to be construed in accordance with the laws of the State of North Carolina. 19. 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. 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. The Underwriter uses E- Verify to verify the work authorization of its 15 Board of Commissioners - December 2, 2019 ITEM: 7 -5-15 employees in accordance with Section 64 -26(a) of the General Statutes of North Carolina, as amended. Any entity to which an of the Underwriter's obligations under this Purchase Contract are subcontracted shall comply with the requirements of E- Verify. 21. No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that (a) the transactions contemplated by this Purchase Contract are arm's length, commercial transactions among, the Corporation, the County and the Underwritter in which the Underwriter is acting solely as principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Corporation or the County; (b) the Underwriter has not assumed any advisory or fiduciary responsibility to the County or Corporation with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or its affiliates have provided other services or are currently providing other services to the Corporation or the County on other matters); (c) the only obligations the Underwriter has to the Corporation or the County with respect to the transactions contemplated hereby expressly are set forth in this Purchase Contract; and (d) the Corporation and the County have consulted their own financial, legal, accounting, tax and advisors, as applicable, to the extent they have deemed appropriate. The primary role of the Underwriter is to purchase the Bonds from the Corporation for resale to investors in an arm's length commercial transaction. The Underwriter has financial and other interests that differ from those of the Corporation and the County. 22. 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. [Remainder of page intentionally left blank] 16 Board of Commissioners - December 2, 2019 ITEM: 7 -5-16 Very truly yours, PNC Capital Markets LLC wo Accepted and confirmed as of the date first above written: David G. Fischer, Managing Director NEW HANOVER COUNTY FINANCING CORPORATION : Jonathan Barfield, Jr., President [SIGNATURE PAGE FOR CONTRACT OF PURCHASE RELATING TO LIMITED OBLIGATION BONDS (NEW HANOVER COUNTY PROJECTS), SERIES 2020A EVIDENCING PROPORTIONATE UNDIVIDED INTERESTS IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO AN INSTALLMENT FINANCING CONTRACT WITH THE COUNTY OF NEW HANOVER, NORTH CAROLINA] 17 Board of Commissioners - December 2, 2019 ITEM: 7 -5-17 EXHIBIT A LETTER OF REPRESENTATION January , 2020 PNC Capital Markets LLC. Charlotte, North Carolina Limited Obligation Bonds (New Hanover County Projects), Series 202" 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: This letter (this "Letter of Representation ") 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 Limited Obligation Bonds (New Hanover County Projects), Series 2020A (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 of Representation. 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 January , 2020 (the "Preliminary Official Statement') and hereby authorizes and approves the final Official Statement dated January , 2020 (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. A -1 Board of Commissioners - December 2, 2019 ITEM: 7 -5-18 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 (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 (i) 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 D and E 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) certain information from the audited financial report of the County for the year ended June 30, 2019, 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; A -2 Board of Commissioners - December 2, 2019 ITEM: 7 -5-19 (d) other than as set forth in or contemplated by the Official Statement, since June 30, 2019, 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 (including the Notice of Extension) 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; 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; (f) 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; (g) 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 (i) 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, (h) 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; (i) 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; A -3 Board of Commissioners - December 2, 2019 ITEM: 7 -5-20 Prepared by and Return to: Rebecca B. Joyner, Esq. Parker Poe Adams & Bernstein LLP 301 Fayetteville Street, Suite 1400 Raleigh, NC 27601 STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER Parker Poe Draft 11/4/19 NOTICE OF EXTENSION OF DEED OF TRUST TO ADDITIONAL PROPERTY THIS NOTICE OF EXTENSION (this "Notice ") is given as of the 1 st day of February, 2019, by the COUNTY OF NEW HANOVER, NORTH CAROLINA, a political subdivision regularly created and validly existing under the laws of the State of North Carolina (the "Grantor "), to WANDA M. COPLEY, as deed of trust trustee (the "Deed of Trust 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 (the "Corporation" and together with its successors and assigns, the "Beneficiary "), and assigned by the Corporation as grantor under the Indenture of Trust dated as of June 1, 2010 (the "Original Indenture "), between the Corporation and U.S. Bank National Association, as trustee (the "Trustee "), as supplemented by Supplemental Indenture, Number 1 dated as of September 1, 2012 (the "First Supplement ") and Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement, " together with the Original Indenture and the First Supplement, the "Indenture ") each between the Corporation and the Trustee; WITNESSETH: WHEREAS, the Corporation will execute and deliver Limited Obligation Bonds, Series 2020 (the "2020 Bonds ") under the Indenture, the proceeds of which will be used by the Grantor pursuant to an Installment Purchase Contract dated as of June 1, 2010 (the "Original Contract ") between the Grantor and the Corporation, as previously amended by Amendment Number One to the Original Contract dated as of September 1, 2012 ("Amendment Number One"), as further amended by Amendment Number Two to the Original Contract dated as of February 1, 2020 ( "Amendment Number Two" and together with the Original Contract and Amendment Number One, the "Contract ") between the Grantor and the Corporation, to make certain improvements as set forth in Amendment Number Two; and WHEREAS, Grantor executed and delivered to Trustee for the benefit of Corporation a Deed of Trust, Security Agreement and Fixture Filing (the "2010 Deed of Trust," and together with this Notice, the "Deed of Trust ") dated as of June 1, 2010, which 2010 Deed of Trust was duly recorded in Book 5489, Pages 710 -730 of the New Hanover County Register of Deeds office, (the "Registry ") encumbering the Premises (as such term is defined in the 2010 Deed of Trust) and securing the Grantor's Board of Commissioners - December 2, 2019 ITEM: 7 - 6 -1 obligations (the "Indebtedness ") under the Contract and the Deed of Trust, including future advances which may be made from time to time. The 2010 Deed of Trust was assigned by the Corporation to the Trustee under the Indenture and all rights of the Corporation under this Notice are being assigned to the Trustee pursuant to the Second Supplement. For purposes of this Notice, the term Beneficiary is deemed to include all interests, whatsoever, of the Corporation, and its assign, the Trustee, by, and through the Deed of Trust and the obligations secured by said Deed of Trust; and WHEREAS, Grantor was and is the owner of the real property described in the 2010 Deed of Trust; and WHEREAS, the 2010 Deed of Trust contains an "after acquired property" clause; and WHEREAS, Grantor is also the owner of the real property described on Exhibit A attached hereto (hereinafter referred to as the "Additional Premises "); together with all buildings and other improvements, and all building materials, machinery and equipment delivered on site to the Additional Premises used in the course of or in connection with the construction of the improvements on the Additional Premises, fixtures thereon and hereafter placed thereon, as well as all plans and specifications of the construction of any improvements on the Additional Premises, and together with proceeds thereof (all of which are hereinafter collectively referred to as the "Additional Premises "); and WHEREAS, in connection with the execution and delivery of the 2020 Bonds, Grantor and the Corporation have agreed that the lien of the 2010 Deed of Trust be extended, modified and spread to cover and create a lien on not only the Premises, but also the Additional Premises, so that together the Deed of Trust shall constitute in law one mortgage and a single lien on the Premises and the Additional Premises securing the Indebtedness; and WHEREAS, Grantor acknowledges that this Notice confers a substantial benefit on it and is supported by good and valuable consideration. NOW THEREFORE, in consideration of the Indebtedness of Grantor to Beneficiary, the recitals set forth above (which are an integral part of the Notice and are not mere recitals), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: The foregoing recitals are true and correct. 2. The term Premises as defined in the 2010 Deed of Trust is hereby amended to include the Additional Premises, and the lien of the 2010 Deed of Trust is hereby extended, modified and spread to cover and include the Additional Premises and the Premises so as to constitute a single lien upon the Additional Premises and the Premises. 3. The maximum principal amount, including present and future Indebtedness, which may be secured by the Deed of Trust at any one time is hereby amended from $100,000,000 to $300,000,000. 4. All references to the Premises in the 2010 Deed of Trust shall hereinafter be deemed to include the Premises and the Additional Premises. 5. Grantor hereby agrees that all terms, representations, warranties, covenants and agreements contained in the 2010 Deed of Trust shall hereinafter be deemed to apply to the Premises and the Additional Premises. 2 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 2 6. Grantor ratifies and confirms the lien and security interests of the Deed of Trust on the Premises, the Additional Premises, and in any and all property, real, personal or mixed, tangible or intangible, and fixtures, now or hereafter acquired by Grantor and encumbered by the Deed of Trust and Grantor transfers, assigns, grants to the Corporation and the Trustee as its assignee the benefit of a lien on and security interest in all such property now owned or hereafter acquired as security for the Indebtedness. 7. Grantor hereby covenants, represents and warrants that Grantor has good and clear record and marketable title in fee to the Additional Premises, subject to the Permitted Encumbrances (as defined in the Deed of Trust) and the "Additional Permitted Encumbrances" (as set forth on Exhibit B attached hereto). 8. Grantor hereby represents and warrants that it has good right and lawful authority to provide this Notice and to mortgage and convey the Additional Premises, as provided herein. 9. Any reference in the Deed of Trust to the Indenture or the Contract refers to the Indenture or the Contract, as applicable, as defined in this Notice, as each such document may be further amended pursuant to the terms thereof. 10. Except as specifically modified herein, the terms and conditions of the 2010 Deed of Trust remain in full force and effect as executed. Nothing herein contained in any way impairs the 2010 Deed of Trust, or alters, waives, annuls, varies or affects any provision, condition or covenant therein, except as herein provided, nor affect or impair any rights, powers or remedies thereunder provided. 11. This Notice is binding on and inures to the benefit of the successors and assigns of the parties hereto. 12. Grantor, the Corporation and the Trustee acknowledge and agree that this Notice does not constitute a novation of the Indebtedness, but is intended only to be an extension, amendment and modification of the 2010 Deed of Trust for the purposes specifically noted herein. 13. Nothing contained herein constitutes a waiver, release, or limitation of any right, remedy, privilege, or default under the Deed of Trust. 14. The execution hereof by the Trustee, as Beneficiary, is for the sole purpose of evidencing its consent hereto as required by N.C. Gen. Stat. §47 -20.5. 15. This Notice is executed subject to the Additional Permitted Encumbrances. 16. The filing of this Notice constitutes a financing statement and fixture filing for all purposes of N.C. Gen. Stat. §25 -9 -512. All or part of the Additional Premises is or will become fixtures or other personalty requiring the filing of a financing statement; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) and the address of the Debtor (Grantor) is the address set forth in the Contract. Grantor is the record owner of the Additional Premises covered hereby. 3 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 3 IN WITNESS WHEREOF the parties have caused this Notice to be executed under seal, as applicable, effective the day and year first above written. GRANTOR: BENEFICIARY: COUNTY OF NEW HANOVER, U.S. BANK NATIONAL ASSOCIATION, NORTH CAROLINA as Trustee i Chris Coudriet County Manager [SEAL] ATTEST: C Kym Crowell Clerk to the Board of Commissioners i Shawna L. Hale Vice President DEED OF TRUST TRUSTEE: Wanda M. Copley, Deed of Trust Trustee 4 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 4 STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER I, a Notary Public of the County and State aforesaid, certify that Kym Crowell (the "Signatory ") personally came before me this day and acknowledged that she is the Clerk to the Board of Commissioners of the County of New Hanover, North Carolina and that by authority duly given and as the act of said County, the foregoing instrument was signed in its name by the Chairman of the Board of Commissioners of the County of New Hanover, North Carolina and attested by her as Clerk to the Board of Commissioners 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) (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) 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 she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated. Witness my hand and official stamp or seal, this the day of February, 2020. Notary Public Print: Name: (Note: Notary Public must sign exactly as on notary seal] My Commission Expires: —[NOTARY SEAL] (MUST BE FULLY LEGIBLE) 5 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 5 STATE OF NORTH CAROLINA COUNTY OF WAKE I, a Notary Public of the County and State aforesaid, certify that Shawna L. Hale (the "Signatory ") personally came before me this day and acknowledged that she is the Vice President of U.S. Bank National Association, and that by authority duly given and as the act of U.S. Bank National Association, the foregoing instrument was signed in its name by her. I certify that the Signatory personally appeared before me this day, and (check one of the following) (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) _ 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 she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated. Witness my hand and official stamp or seal, this the day of February, 2020. Notary Public Print: Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires: `� [NOTARY SEAL] (MUST BE FULLY LEGIBLE) 6 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 6 STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER I, a Notary Public of the County and State aforesaid, certify that Wanda M. Copley (the "Signatory ") personally came before me this day and acknowledged that the foregoing instrument was signed by her. I certify that the Signatory personally appeared before me this day, and (check one of the following) (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) _ 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. Witness my hand and official stamp or seal, this the _ day of February, 2020. Notary Public Print: Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires: � [NOTARY SEAL] (MUST BE FULLY LEGIBLE) 7 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 7 Additional Premises: Juvenile Justice Facility [to come] EXHIBIT A A-] Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 8 EXHIBIT B "Additional Permitted Encumbrances" means the exceptions listed on Schedule [ ] of the [endorsement to the title insurance policy issued by Old Republic National Title Insurance Company] in connection with the execution and delivery of the 2020 Bonds which are specifically incorporated herein by reference. B -1 Board of Commissioners - December 2, 2019 ITEM: 7 - 6 - 9 >- 0 PRELIMINARY OFFICIAL STATEMENT DATED JANUARY _, 2020 W Fy Z - Issue - Full Book -Entry Ratings: Moody's: "_ " U 2 0 S &P: w w U (See "Ratings" herein) (n a v=i In the opinion of Bond Counsel, under existing law, assuming compliance by the County with certain requirements of the Internal Z - Revenue Code of 1986, as amended, interest with respect to the 2020A Bonds (1) is excludable from gross income for federal income tax m ~ = purposes, (2) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and (3) is exempt Na Z from State of North Carolina income taxation. See "TAX TREATMENT "herein. N (n $ Z W o Limited Obligation Bonds ui a o (New Hanover County Projects), Series 2020A 0 g D evidencing proportionate undivided interests in rights to receive 0 >- certain Revenues pursuant to an Installment Financing Contract a 0 a 0 between New Hanover County Financing Corporation and the D Z 0 COUNTY OF NEW HANOVER, NORTH CAROLINA oWoo z m Fy Dated: Date of Initial Execution and Delivery Due: December 1, as shown on inside cover page W ¢ This Official Statement has been prepared by the County of New Hanover, North Carolina (the "County ") to provide information on the Limited Obligation z 2 N v Bonds (County of New Hanover, North Carolina), Series 2020A (the "2020A Bonds "). Selected information is presented on this cover page for the = p N U) convenience of the user. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. 0 J = >- Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto under "SUMMARY OF Lu z LL ¢ PRINCIPAL LEGAL DOCUMENTS - DEFINITIONS." E w O Security: The 2020A Bonds and all other Bonds outstanding under the Indenture evidence proportionate undivided interests in rights to receive 0 o Q certain Revenues pursuant to the Contract between the New Hanover County Financing Corporation (the "Corporation ") and the F W 0 g County. The performance by the County of its obligations under the Contract, including the obligation to make Installment Payments W W Z (n 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, 2 J ¢ �W— subject to Permitted Encumbrances. The Corporation has assigned to the Trustee for the benefit of the registered owners of the 2020A Z W m it Bonds and all other Bonds outstanding under the Indenture substantially all of its rights under the Contract, including the right to 2 0 W U receive Installment Payments, and all of its rights as beneficiary of the Deed of Trust. �W Z Z W THE PRINCIPAL, PREPAYMENT PRICE AND INTEREST WITH RESPECT TO THE 2020A BONDS ARE PAYABLE SOLELY FROM 0 W J m AMOUNTS PAYABLE BY THE COUNTY UNDER THE CONTRACT AND, TO THE EXTENT PROVIDED IN THE INDENTURE, THE PROCEEDS J H ¢ U OF THE SALE OF THE 2020A BONDS, CONDEMNATION AWARDS OR THE SALE OR LEASE OF THE MORTGAGED PROPERTY. a ¢ U) J NEITHER THE CONTRACT, THE 2020A BONDS NOR THE INTEREST WITH RESPECT THERETO CONSTITUTES A GENERAL gN a- 0 J p Q OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE ¢ Z W COUNTY IN ANY ACTION FOR BREACH OF ANY CONTRACTUAL OBLIGATION TO MAKE INSTALLMENT PAYMENTS PURSUANT TO W D F THE CONTRACT, AND THE TAXING POWER OF THE COUNTY IS NOT PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS U WO CO W DUE THE OWNERS OF THE 2020A BONDS. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS ON AN EVENT OF W DEFAULT RESULTING FROM THE 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 W W Z MORTGAGED PROPERTY IN ACCORDANCE WITH THE DEED OF TRUST AND ARE ON A PARITY WITH THOSE RIGHTS AND REMEDIES W�WO Q O H AVAILABLE TO THE OWNERS OF ALL BONDS OUTSTANDING UNDER THE INDENTURE. SEE "SECURITY AND SOURCES OF w W Z¢ < PAYMENT OF 2020A BONDS" HEREIN. W 0 W J Prepayment: The 2020A Bonds are subject to optional and mandatory sinking fund prepayment before maturity. w00¢ j p n' g n'• _ ~ Z W0 Issued 00 z X ¢ p Pursuant to: The 2020A Bonds will be executed and delivered pursuant to the Indenture. QaF=Z Z 0 J O Purpose: The proceeds of the 2020A Bonds will be used by the County to pay the capital costs of (i) construction of a replacement juvenile 6 a 0 justice facility, (2) renovation and expansion of the terminal at Wilmington International Airport, (3) acquisition of and improvements Z W W t- to Echo Farms Park, (4) improvements to the County's Senior Resource Center, (5) acquisition of vehicles and equipment for County 0 0 = U) purposes and (6) relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority. See t =UF-(D W W "The Projects" herein. 0O } O Interest Payment LL ? CO W n- Dates: June 1 and December 1 of each year, beginning June 1, 2020. UJ O O a Denomination: $5,000 and any integral multiple thereof. WW Z) Closing/Delivery LL O 0 ¢ Date: On or about February 6, 2020. Z LU ¢ ¢ z) Registration: Full book -entry only; The Depository Trust Company. LU W Trustee: U.S. Bank National Association, Raleigh, North Carolina. JZ F -J Financial Advisor: First Tryon Advisors, Charlotte, North Carolina. U °J ZO Bond Counsel: Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina. 0 z ¢ County Attorney: Wanda Copley, Esq., Wilmington, North Carolina. >_ CO W Corporation's Z ui 0 Counsel: Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina. Z p Underwriter's w _ ¢ Counsel: Holland & Knight LLP, New York, New York. o - -- W 0 PNC CAPITAL MARKETS LLC T W W 0 �x0(n Preliminary; subject to change. Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 1 LIMITED OBLIGATION BONDS (NEW HANOVER COUNTY PROJECTS), SERIES 2020A MATURITY SCHEDULE* $ * Serial 2020A Bonds DUE PRINCIPAL* INTEREST CUSIP DUE PRINCIPAL* INTEREST CUSIP DECEMBER 1 AMOUNT RATE YIELD No' DECEMBER 1 AMOUNT RATE YIELD No' [To Be Provided] Preliminary; subject to change. 1 CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S &P Global Market Intelligence. Copyright © 2018 CUSIP Global Services. All rights reserved. CUSIP numbers are set forth herein for the convenience of reference only and neither the County, the Underwriter, nor their agents take responsibility for the accuracy of such data. Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 2 In connection with this offering, the Underwriter may over allot or effect transactions that stabilize or maintain the market price of the 2020A 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 2020A 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 2020A 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 2020A Bonds and the Indenture in accordance with applicable provisions of securities laws of the states in which the 2020A 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 2020A 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 - December 2, 2019 ITEM: 7 - 7 - 3 TABLE OF CONTENTS Page INTRODUCTION......................................................................................................... ............................... 1 TheCounty ....................................................................................................... ............................... 1 Purpose.............................................................................................................. ............................... 2 Security............................................................................................................. ............................... 2 The2020A Bonds ............................................................................................. ............................... 3 BookEntry Only ............................................................................................... ............................... 3 TaxStatus ......................................................................................................... ............................... 3 Professionals..................................................................................................... ............................... 3 AdditionalInformation ..................................................................................... ............................... 3 THE2020A BONDS ..................................................................................................... ............................... 4 Authorization.................................................................................................... ............................... 4 General.............................................................................................................. ............................... 4 PrepaymentProvisions ...................................................................................... ............................... 5 THEPROJECTS ............................................................................................................ ............................... 6 ESTIMATED SOURCES AND USES OF FUNDS ..................................................... ............................... 7 SECURITY AND SOURCES OF PAYMENT OF 2020A BONDS ............................. ............................... 7 Installment Payments and Additional Payments ............................................... ............................... 7 Budgetand Appropriation ................................................................................. ............................... 8 Deedof Trust .................................................................................................... ............................... 8 Indenture........................................................................................................... ............................... 9 Enforceability.................................................................................................... ............................... 9 AdditionalBonds ............................................................................................ ............................... 10 AVAILABLE SOURCES FOR PAYMENT OF INSTALLMENT PAYMENTS ..... ............................... 10 General............................................................................................................ ............................... 10 GeneralFund Revenues .................................................................................. ............................... 11 INSTALLMENT PAYMENT SCHEDULE ............................................................... ............................... 11 CERTAIN RISKS OF 2020A BOND OWNERS ........................................................ ............................... 11 Limited Obligation of the County ................................................................... ............................... 11 Riskof Nonappropriation ............................................................................... ............................... 12 EnvironmentalRisks ....................................................................................... ............................... 12 Valueof Collateral .......................................................................................... ............................... 12 Uninsured or Underinsured Casualty .............................................................. ............................... 12 Outstanding General Obligation Debt of the County ...................................... ............................... 13 OtherIndebtedness .......................................................................................... ............................... 13 Bankruptcy...................................................................................................... ............................... 13 THECORPORATION ................................................................................................ ............................... 13 THECOUNTY ............................................................................................................ ............................... 14 General............................................................................................................ ............................... 14 III Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 4 CONTINGENT LIABILITIES AND LITIGATION ..................................... ............................... 14 LEGALMATTERS ..................................................................................................... ............................... 14 Litigation......................................................................................................... ............................... 14 Opinionsof Counsel ....................................................................................... ............................... 15 TAXTREATMENT .................................................................................................... ............................... 15 General............................................................................................................ ............................... 15 OriginalIssue Discount ................................................................................... ............................... 16 OriginalIssue Premium .................................................................................. ............................... 17 CONTINUINGDISCLOSURE ................................................................................... ............................... 18 UNDERWRITING...................................................................................................... ............................... 20 RATINGS.................................................................................................................... ............................... 20 MISCELLANEOUS.................................................................................................... ............................... 21 APPENDIX A THE COUNTY OF NEW HANOVER APPENDIX B MANAGEMENT'S DISCUSSION AND ANALYSIS AND THE BASIS FINANCIAL STATEMENTS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA APPENDIX C SUMMARY OF PRINCIPAL LEGAL DOCUMENTS APPENDIX D PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX E BOOK -ENTRY ONLY SYSTEM Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 5 Limited Obligation Bonds (New Hanover County Projects), Series 2020A 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 1. 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 (New Hanover County Projects), Series 2020A, in the aggregate principal amount of $ * (the "2020A Bonds "), which evidence proportionate undivided interests in rights to receive certain Revenues (as defined herein) pursuant to an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract "), between New Hanover County Financing Corporation (the "Corporation ") and the County of New Hanover, North Carolina (the "County"), as amended by Amendment Number One to an Installment Financing Contact dated as of September 1, 2012 (the "First Amendment ") and Amendment Number Two to an Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment," and together with the 2010 Contract and the First Amendment, the "Contract "), between the Corporation and the County. The 2020A Bonds will be executed and delivered pursuant to an Indenture of Trust dated as of June 1, 2010 (the "2010 Indenture "), between the Corporation and U.S. Bank National Association, Raleigh, North Carolina, as trustee (the "Trustee "), as amended and supplemented by Supplemental Indenture, Number 1 dated as of September 1, 2012 (the "First Supplement ") and Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement," and together with the 2010 Indenture and the First Supplement, the "Indenture "), between the Corporation and the Trustee. Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto. Pursuant to the Indenture, the Corporation has previously executed and delivered $49,835,000 aggregate principal amount of its Refunding Limited Obligation Bonds (New Hanover County Projects), Series 2010 (the "2010 Bonds ") and $20,540,000 aggregate principal amount of its Refunding Limited Obligations Bonds (New Hanover County Projects), Series 2012 (the "2012 Bonds "). The 2010 Bonds and the 2012 Bonds are currently outstanding in the amount of $13,830,000 and $6,925,000, respectively. The 2020A Bonds will be parity obligations with the 2012 Bonds and the 2010 Bonds under the Indenture. 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. Certain information from the County's most recent audited financial statements are contained in Appendix B hereto. Preliminary, subject to change. Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 6 PURPOSE The 2020A Bonds are being executed and delivered to provide funds to pay the capital costs of (1) construction of a replacement juvenile justice facility on the site of the existing County facility that will house court and support functions related to the juvenile court system, (2) renovation and expansion of the terminal at Wilmington International Airport, (3) acquisition of and improvements to Echo Farms Park, (4) improvements to the County's Senior Resource Center, (5) acquisition of vehicles and equipment for various County purposes, and (6) relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority. See the captions "THE PROJECTS" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. SECURITY The 2020A Bonds, the 2010 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 2020A Bonds are secured by such moneys as may be on deposit under the Indenture. The 2020A 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 2010 Bonds, the County executed and delivered 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 June 1, 2010 (the "2010 Deed of Trust "), as security for the County's obligations under the 2010 Contract. In connection with the execution and delivery of the 2020A Bonds, the county and the Corporation have agreed that the lien of the 2010 Deed of Trust be extended, modified and spread to cover and create a lien on not only the Premises, but also the Additional Premises, under a Notice of Extension of Deed of Trust to Additional Property dated as of February 1, 2020 (the "Notice," and together with the 2010 Deed of Trust, the "Dead of Trust "). The Deed of Trust grants a lien of record on a portion of the [ ] and the real property on which those facilities are 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. The 2020A Bonds will be secured by the Mortgaged Property on a parity basis with the 2012 Bonds and the 2010 Bonds. "SECURITY AND SOURCES OF PAYMENT OF 2020A Bonds - -DEED OF TRUST" herein. The Corporation has assigned to the Trustee for the benefit of the Owners of the 2020A Bonds, the 2010 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 2020A Bonds and the 2010 Bonds may be executed and delivered in accordance with the provisions of the Indenture. See the captions "SECURITY AND SOURCES OF PAYMENT OF 2020A Bonds -- ADDITIONAL BONDS" herein and "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - -THE INDENTURE -- Additional Bonds" in Appendix C 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 2 Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 7 PAYMENT OF 2020A Bonds - -DEED OF TRUST" herein and "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - -THE DEED OF TRUST" in Appendix C 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 2020A 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 2020A 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 2020A Bonds in full. Neither the 2020A 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 2020A Bonds" herein. THE 2020A BONDS The 2020A Bonds will be dated their date of initial execution and delivery. Interest is payable on June 1 and December 1 of each year, beginning June 1, 2020, at the rates set forth on the inside cover page of this Official Statement. Principal is payable on December 1 in the years and in the amounts set forth on the inside cover page of this Official Statement. BOOK ENTRY ONLY The 2020A Bonds will be delivered in book entry form only, without physical delivery of bonds. Payments to beneficial owners of the 2020A 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 E hereto. TAX STATUS In the opinion of Bond Counsel, under existing law, assuming compliance by the County with certain requirements of the Internal Revenue code of 1986, as amended, interest with respect to the 2020A Bonds (1) is excludable from gross income for federal income tax purposes, (2) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and (3) 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 2020A Bonds. U.S. Bank National Association is serving as Trustee with respect to the 2020A Bonds. Parker Poe Adams & Bernstein LLP is serving as Bond Counsel to the County. First Tryon Advisors is serving as Fnancial Advisor to the County. Wanda Copley, Esq., serves as the County Attorney. Parker Poe Adams & Bernstein LLP serves as counsel to the Corporation. Holland & Knight 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. Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 8 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 2020A Bonds. See the caption "CONTINUING DISCLOSURE OBLIGATION" herein. 2. THE 2020A BONDS AUTHORIZATION The 2020A Bonds will be executed and delivered pursuant to the Indenture. The 2020A Bonds evidence proportionate undivided interests in the right to receive certain Revenues pursuant to the Contract. The 2020A 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 2010 Contract, the First Amendment and the Second Amendment in resolutions adopted on April 19, 2010, August 6, 2012 and December 16, 2019, respectively. In addition, the County's entering into the Second Amendment received the required approval of the North Carolina Local Government Commission (the "LGC") on January 7, 2020. On May 4, 2010, the LGC approved the 2010 Contract. 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 2.1.I.Payment Terms. The 2020A Bonds will be dated their date of initial execution and delivery. Interest with respect to the 2020A Bonds is payable on each June 1 and December 1 (the "Bond Payment Dates "), beginning June 1, 2020, 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 2020A Bonds is payable on December 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. 2.1.2.Registration and Exchange. So long as DTC or its nominee is the registered owner of the 2020A Bonds, transfers and exchanges of beneficial ownership interests in the 2020A 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 2020A Bonds is registrable by the Owners thereof, and the 2020A Bonds may be exchanged for an equal aggregate, unprepaid principal amount of 2020A 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 2020A 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. 4 Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 9 PREPAYMENT PROVISIONS Optional Prepayment. The 2020A Bonds maturing on December 1, 20_, and thereafter will be subject to prepayment at the option of the County, either in whole or in part, on any date on or after December 1, 20, at a prepayment price equal to 100% of the principal amount to be prepaid, plus accrued interest to the prepayment date. Mandatory Sinking Fund Prepayment. The 2020A Bonds maturing on December 1, are subject to mandatory sinking fund prepayment on December 1 in each year on and after December 1, 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 2020A Bonds or portions thereof in any aggregate principal amount desired, or (2) receive a credit in respect of its mandatory prepayment obligation for any 2020A Bonds which before said date have been purchased or prepaid (otherwise than through mandatory prepayment under the Indenture and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such 2020A 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 2020A 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 2020A 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. 2.1.1 General Prepayment Provisions. If called for prepayment in part, the 2020A Bonds to be prepaid shall be prepaid in such order as the County shall select 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 2020A Bonds is discontinued as provided in the Indenture, by lot within a maturity in such manner as the Trustee in its discretion may determine. When 2020A Bonds are to be prepaid in part, the schedule of Installment Payments set forth in the Contract shall be recalculated as necessary Notice of prepayment identifying the 2020A 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 by first class mail, postage prepaid (registered or certified mail in the case of notice to DTC) (a) to DTC or its nominee or to the then existing securities depositories, or (b) if DTC or its nominee or another securities depository is no longer the Owner of the 2020A Bonds, to the then registered Owners of the 2020A Bonds to be prepaid at their addresses appearing on the registration books maintained by the Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 10 Trustee, (c) to the LGC, and (d) to the Municipal Securities Rulemaking Board (the "MSPB ") in an electronic format as prescribed by the MSRB. Notwithstanding the foregoing, (1) if notice is properly given, failure to receive an appropriate notice shall not affect the validity of the proceedings for such prepayment, (2) failure to give any such notice or any defect therein shall not affect the validity of the proceedings for prepayment of the 2020A Bonds or portions thereof with respect to which notice was correctly given and (3) failure to give any such notice to the parties described in clauses (c) and (d) above, or any defect therein, shall not affect the validity of any proceedings for prepayment of the 2020A Bonds. If at the time of mailing of notice of prepayment, there has not been deposited with the Trustee moneys sufficient to prepay all the 2020A Bonds or portions thereof called for prepayment, which moneys are or will be available for prepayment of such 2020A Bonds, such notice will state that it is conditional on the deposit of the prepayment moneys with the Trustee not later than the opening of business on the prepayment date, and such notice shall be of no effect unless such moneys are so deposited. Before the date fixed for prepayment, funds will be deposited with the Trustee to pay the 2020A Bonds or portions thereof called for prepayment, together with accrued interest to the prepayment date. On the giving of notice and the deposit of such funds for prepayment pursuant to the Indenture, interest with respect to the 2020A Bonds or portions thereof so called for prepayment will no longer accrue after the date fixed for prepayment. The 2020A 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. If the required notice of prepayment has been given and moneys sufficient to pay the prepayment price, together with accrued interest to the prepayment date have been deposited with the Trustee, the 2020A 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 2020A Bonds will have no rights with respect to such 2020A 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 2020A Bonds called for prepayment in part only, a new 2020A Bond or 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. IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE INDENTURE, THERE WILL BE NO PREPAYMENT OF LESS THAN ALL OF THE 2020A BONDS OUTSTANDING. 3. THE PROJECTS The 2020A Bonds are being executed and delivered to provide funds to pay capital costs for following projects: Juvenile Justice Facility Project. Approximately $ of the proceeds from the 2020A Bonds will be used to finance the construction of a replacement juvenile justice facility on the site of an existing facility that will house court and support functions related to the juvenile court system. The Juvenile Justice Facility will be subject to the lien of the Deed of Trust. Echo Farms Park Project. Approximately $ of the proceeds of the 2020A Bonds will be used to finance improvements to Echo Farms Park. The Echo Farms Project will not be subject to the lien of the Deed of Trust. 6 Board of Commissioners - December 2, 2019 ITEM: 7 - 7 - 11 Senior Resource Center Project. Approximately $ of the proceeds of the 2020A Bonds will be used to finance capital improvements to the County's Resource Center. The Senior Resource Center Project will not be subject to the lien of the Deed of Trust. Wilmington Airport Project. Approximately $ of the proceeds of the 2020A Bonds will be used to finance the renovation and expansion of the terminal at Wilmington International Airport, pursuant to an interlocal agreement with New Hanover County Airport Authority. The Wilmington Airport Project will not be subject to the lien of the Deed of Trust. Water Line Project. Approximately $ of the proceeds of the 2020A Bonds will be used to finance the relocation of a raw water line pursuant to an interlocal agreement with Cape Fear Public Utilities Authority. The Water Line Project will not be subject to the lien of the Deed of Trust. 4. ESTIMATED SOURCES AND USES OF FUNDS The following table presents information as to the estimated sources and uses of funds: SOURCES OF FUNDS: Par Amount of 2020A Bonds Net Original Issue Premium TOTAL USES OF FUNDS: Costs of Acquisition and Construction Costs of Delivery' TOTAL AMOUNT ' Includes legal fees, printing costs, Underwriter's discount, rating agency fees and other miscellaneous transaction costs. 5. SECURITY AND SOURCES OF PAYMENT OF 2020A BONDS The 2020A Bonds, the 2012 Bonds and 2010 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 2020A Bonds will be proportionately and ratably secured with the 2012 Bonds, the 2010 Bonds and 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 2020A Bond is not entitled to receive more than the amount of principal and interest represented by such 2020A 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 2020A Bonds, the 2012 Bonds, the 2010 Bonds and any Additional Bonds hereafter executed and delivered under the Indenture as the same become due and payable. 7 Board of Commissioners - December 2, 2019 ITEM: 7 -7-12 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 which 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 2010 Bonds, the County executed the Deed of Trust as security for its obligations under the 2010 Contract granting a security interest in a portion of the Government Center and the Judicial Center, including the sites on which they are located, subject to certain permitted encumbrances as set forth in the 2010 Contract and the 2010 Deed of Trust (the 112010 Mortgaged Property "). hi connection with the execution and delivery of the 2020A Bonds, the County is entering into the Second Amendment and the Notice of Extension to grant a security interest in the Juvenile Justice Facility (the "2020 Mortgaged Property"). Concurrently with the addition of the 2020 Mortgaged Property to the lien of the Deed of Trust, the County will release the Government Center from the lien of the Deed of Trust in accordance with the terms of the Deed of Trust. has determined that the value of the Premises after the release of the Government Center will not be less than 50% of the aggregate principal component of the Installment Payments related to the Bonds Outstanding. ONLY THE JUVENILE JUSTICE FACILITY AND THE JUDICIAL CENTER WILL BE INCLUDED IN 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. 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 $300,000,000 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 liens created thereby will be insured by a title insurance policy. Board of Commissioners - December 2, 2019 ITEM: 7 -7-13 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: 5.1.1.1.1. (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; 5.1.1.1.2. (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; 5.1.1.1.3. (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 5.1.1.1.4. (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 2020A Bonds, the 2012 Bonds, the 2010 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 2020A 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 IS NOT PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS DUE THE OWNERS OF THE 2020A BONDS PURSUANT TO THE CONTRACT. 9 Board of Commissioners - December 2, 2019 ITEM: 7 -7-14 THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE 2020A 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 2020A Bonds will not constitute a debt or general obligation of the Corporation and will not give the Owners of the 2020A 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 C 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 2020A 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 2020A Bonds or any other installment financing obligations of the County, provided that such a refunding does not result in a reduction in the rating assigned to the Outstanding Bonds by Moody's or S &P; and (b) the Cost of Issuance relating to the execution, delivery and sale of such Additional Bonds. The 2020A 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 2020A 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 2020A 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 2020A 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 ofMoneyS,'in Appendix C. 6. 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. 10 Board of Commissioners - December 2, 2019 ITEM: 7 -7-15 GENERAL FUND REVENUES The County's general fund revenues for the Fiscal Year ended June 30, 2019 were $ The County's general fund revenues for the Fiscal Year ended June 30, 2019 and for the Fiscal Year ending June 30, 2020 were budgeted at $ and $ , respectively. General fund revenues are derived from various sources including property taxes, which generated approximately % of the general fund revenues in the County's 2020 adopted budget. For the Fiscal Years ended June 30, 2018 and June 30, 2019, the County imposed a property tax of $0.4655 per $100 of assessed value. For the Fiscal Year ending June 30, 2020, the County imposed a property tax of $0.554 per $100 is expected to generate approximately $_ 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 B hereto for a description of the uses of the County's general fund revenues for the Fiscal Year ended June 30, 2019. 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 2012 Bonds, the 2010 Bonds and the 2020A Bonds. Totals may not foot due to rounding. FISCAL YEAR ENDING JUNE 30, TOTAL 2020A BONDS 2012 Bonds 2010 Bonds PRINCIPAL INTEREST PRINCIPAL INTEREST PRINCIPAL INTEREST TOTAL 7. CERTAIN RISKS OF 2020A 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 2020A Bonds, the 2012 Bonds, the 2010 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 2020A 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 real property on which (1) the Judicial Center is located at Fourth and Market Streets in Wilmington, North Carolina, and (2) the Juvenile Justice Facility is located at in Wilmington, North Carolina and any improvements thereon. Board of Commissioners - December 2, 2019 ITEM: 7 -7-16