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HomeMy WebLinkAbout2021-01-19 RM ExhibitsNEW HANOVER COUNTY COMMISSIONER Exhibit X Book X4_1 Page APPOINTMENTS TO BOARDS AND COMMITTEES Board /Committee (Designated for Commissioner Representative) 2020 2021 Airlie Gardens Foundation Board of Directors Commissioner Zapple Commissioner Zapple Cape Fear Community College Board of Trustees Vice -Chair Kusek Patricia Kusek until June 30, 2021; Commissioner Rivenbark July 1, 2021 Cape Fear Community College Long -Range Planning Committee (designated for Commissioner) Vice -Chair Kusek Patricia Kusek until June 30, 2021; Commissioner Rivenbark July 1, 2021 Cape Fear Council of Governments Exec. Committee Chair Olson - Boseman Chair Olson - Boseman Cape Fear Museum Advisory Board Commissioner White Commissioner Rivenbark Cape Fear Public Transportation Authority /WAVE Transit (WAVE representative on the MPO /TAC) Commissioner White Vice -Chair Hays Cape Fear Public Utility Authority Commissioner Zapple Commissioner Zapple Cape Fear Public Utility Authority Commissioner Barfield Commissioner Barfield Legion Stadium Commission Commissioner Zapple Commissioner Zapple Legion Stadium Commission Commissioner Barfield Commissioner Barfield Local Emergency Planning Committee Commissioner Barfield Commissioner Barfield Lower Cape Fear River Program Advisory Board Vice -Chair Kusek Commissioner Zapple Lower Cape Fear Water & Sewer Authority Vice -Chair Kusek Commissioner Zapple New Hanover County ABC Board Vice -Chair Kusek Commissioner Rivenbark New Hanover County Airport Authority Chair Olson - Boseman Chair Olson - Boseman New Hanover County Health & Human Services Bd. Vice -Chair Kusek Commissioner Rivenbark New Hanover County Financing Corporation, Inc. Chair Olson - Boseman Chair Olson - Boseman New Hanover County Tourism Development Authority Vice -Chair Kusek Vice -Chair Hays New Hanover Regional Medical Center Board of Trustees Chair Olson - Boseman Chair Olson - Boseman Homeless Continuum of Care Board (formerly Ten Year Plan to End Homelessness) Commissioner /County Manager Designee Commissioner /County Manager Designee Parks Conservancy Board of Directors Commissioner Barfield Commissioner Barfield Smart Start of New Hanover County Commissioner Zapple Commissioner Zapple Southeastern Economic Development Commission Commissioner White Vice -Chair Hays Southeastern Partnership Inc. /Economic Development Commissioner White Vice -Chair Hays Trillium Health Resources —Southern Regional Advisory Board Commissioner Zapple Commissioner Zapple Wilmington Business Development Vice -Chair Kusek Commissioner Rivenbark Wilmington Chamber of Commerce Chair Olson - Boseman Vice -Chair Hays Wilmington Downtown Inc. Commissioner Zapple Commissioner Zapple Wilmington /New Hanover Port, Waterway & Beach Comm. Commissioner White Commissioner Zapple Wilmington Regional Film Commission Chair Olson - Boseman Chair Olson - Boseman Wilmington Urban Area Metropolitan Planning Organization — Transportation Advisory Committee Commissioner Zapple Commissioner Barfield Board Approved 1/19/2021 Exhibit Book Page �J � • NEW HANOVER COUNTY BOARD OF COMMISSIONERS LEGISLATIVE PRIORITIES RESOLUTION WHEREAS, several legislative priorities have been identified by the Board that are important to the citizens of New Hanover County; and WHEREAS, the Board will advance these legislative priorities through dialogue and, as appropriate, at the annual legislative conferences of the N.C. Association of County Commissioners ( NCACC) and National Association of Counties (NACo); and WHEREAS, none of the legislative priorities are in conflict with NCACC or NACo priorities; and WHEREAS, the Board supports direct federal aid to states, counties, and local governments to offset operational expenses and revenue losses caused by the COVID -19 pandemic. Direct, unencumbered aid with as few restrictions as possible would allow local and state governments to avoid job losses or other reductions of service; and WHEREAS, the Board supports the state identifying a recurring source of funding of at least $25 million annually for the beach nourishment fund created by the N.C. General Assembly in 2018 to support ongoing coastal storm damage reduction (CSDR) projects. New Hanover County and other coastal communities can best plan and prioritize local budget needs with dedicated, annual allocations of state support that can be used for planning, current projects, or future projects. The Board further finds that protecting coastal infrastructure provides a benefit to the entire state of North Carolina, as public or private interests from nearly every North Carolina county own coastal property. The Board further supports continued federal and state funding of pending Congressional approvals for CSDR projects for Wrightsville Beach, Carolina Beach, and Kure Beach, including the upcoming projects for all three beaches scheduled for 2022; and WHEREAS, the Board supports the state and federal governments establishing formal standards for perfluorinated chemicals that includes perfluorooctanoic acid (PFOA), perfluorooctanesulfonic acid (PFOS), and other per- and polyfluoroalkyl substances (PFASs) and establishing and enforcing health advisory standards for emerging contaminants to ensure drinking water quality; and WHEREAS, the Board supports administrative and legislative changes to federal agencies and regulations, including but not limited to, the Federal Emergency Management Agency (FEMA) and the U.S. Housing and Urban Development Administration (HUD), that would accelerate the flow of aid to local governments to respond to natural disasters and other emergencies. The Board finds that timely disbursement of federal aid would accelerate the recovery process, provide more rapid stabilization, and bolster future resiliency; and WHEREAS, the Board supports the state returning its film program to the robust, incentive -based guidelines that were in place before its conversion to a grant program. While the Board supports the enhancement of the grant program to receive recurring funding, the incentive -based guidelines allowed for greater reliability and a competitive advantage when trying to attract film projects that move rapidly and consider numerous locations for productions; and WHEREAS, the Board supports a statewide school capital commitment of no less than $2 billion at the earliest possible time in accordance with state statutes. New Hanover County and its school system has identified more than $400 million of school construction needs over the next 10 years. The New Hanover County taxpayers are best served if the state authorizes a statewide school capital commitment with a fair share allocated to New Hanover County schools to aid in its real and pronounced school construction needs; and WHEREAS, the Board supports the state returning to the original education lottery formula that set aside 40 percent for capital needs. The state currently caps the amount of lottery funds that go toward the Public School Building Capital Fund at $100 million annually. Returning to the originally conceived formula would net nearly $300 million for critical school infrastructure needs; and WHEREAS, the Board supports a federally- supported expansion of Medicaid to insure those not eligible for subsidies through the federal healthcare exchange. As many as 14,500 uninsured New Hanover County residents could receive health coverage through Medicaid expansion. The Board finds that Medicaid expansion would lead to fair, equitable, and cost effective healthcare services for those whose employers do not provide health insurance; and WHEREAS, the Board supports the state reinstating its financial support for drug treatment courts. The County has operated a drug treatment court successfully since the state withdrew funding support for treatment courts in 2011 by stepping in and fully funding, at an expense of more than $1.4 million since 2011, and staffing a drug treatment and DWI court for county residents. Treatment courts are considered an extension of the judicial system and the state has the primary duty to fund the court system and its associated services; and WHEREAS, the Board supports fair and equitable funding through the N.C. Department of Transportation ( NCDOT) for infrastructure to support the County's transportation needs as it continues to rapidly grow. The Board finds that appropriate NCDOT support will help provide the necessary infrastructure to accommodate an increasing population and address the Board's priorities to encourage an increased stock of affordable and workforce housing. NOW, THEREFORE, BE IT RESOLVED, that the New Hanover County Board of Commissioners considers these, among others, as important priorities for representatives at the state and federal level to address in 2021 and 2022. ADOPTED, this the 191h day of January, 2021. NEW HANOVER COUNTY u is on- Boseman, Chair ATTEST: Ky berleigh h G. dowell, Clerk to the Board Exhibit Y� NEW HANOVER COUNfykPage • TAX DEPARTMENT 230 Government Center Drive, Suite 190, Wilmington, NC 28403 P:(910)798-7300 I F:(910)798-7310 I NHCgov.com Allison Snell, Tax Administrator Pursuant to NC GS 105 -378 Limitation on use of remedies. (a) Use of Remedies Barred. — No county or municipality may maintain an action or procedure to enforce any remedy provided by law for the collection of taxes or the enforcement of any tax liens (whether the taxes or tax liens are evidenced by the original tax receipts, tax sales certificates, or otherwise) unless the action or procedure is instituted within 10 years from the date the taxes became due. Therefore, on this the 19th day of January. 2021, Collector of Revenue, Allison Snell, asks the New Hanover County Board of County Commissioners to release the levy for tax year 2010 from the charge as the 10 year statute of limitations prohibits the Collector from using forced collection measures to collect these taxes. These amounts are deemed insolvent and uncollectible. 2010 Real Estate Personal Property Motor Vehicles Total New Hanover $34,298.85 $198,277.37 $76,507.72 $309,083.94 Fire District $1,141.21 $9,323.01 $4,283.73 $14,747.95 Carolina Beach $850.67 $4,675.05 $1,196.84 $6,722.56 Kure Beach $56.94 $266.01 $224.31 $547.26 Wilmington $14,847.23 $84,547.61 $30,063.97 $129,458.81 Wrightsville Beach $932.80 $1,490.12 $229.35 $2,652.27 Total $52,127.70 $298,579.17 $112,505.92 $463,212.79 As requested the New Hanover County Board of County Commissioners does hereby release the levy for tax year 2010 as stated above from the charge as the 10 year statute of limitations prohibits the Collector from using forced collection measures to collect these taxes. These amounts are deemed insolvent and uncollectible. 4ewn- seman, Chair anover County Exhibit�/�"� Book, 239�a New Hanover County Monthly Collection Report for November 2020 Current Year 2020 -2021 Scroll /Billed Abatements Adjustments Real Estate Personal Property Motor Vehicles Combined $ 150,022,796.44 $ (22,218.18) $ 1,288.37 $ 14,854,800.53 $ (69,606.04) $ 12,643.84 $ 5,334,874.86 $ $ $ 170,212,471.83 (91,824.22) 13,932.21 Total Taxes Charged Collections to Date *Refunds Write -off $ $ $ 150,001,866.63 81,375,708.82 121,325.29 $ $ $ 14,797,838.33 2,441,747.87 4,854.87 $ $ 5,334,874.86 5,334,874.86 $ $ $ $ 170,134,579.82 89,152,331.55 126,180.16 - Outstanding Balance $ 68,747,483.10 $ 12,360,945.33 $ - $ 81,108,428.43 Collection Percentage - 54.17 238.40 16.47 $ 100.00 $ 52.33 YTD Interest Collected $ 996.73 6,617,647.28 Collections to Date $ 21,200.27 $ 22,197.00 $ 582.91 $ 562,371.17 *Refunds $ 47,348.50 $ 276,681.47 Total 2020 -2021 Collections YTD 89,048,348.39 Prior Years 2010 -2019 Real Estate Personal Property Motor Vehicles Combined Scroll $ 1,802,044.87 $ 4,498,560.07 $ 402,846.95 $ 6,703,451.89 Abatements $ (46,890.79) $ (39,152.22) $ - $ (86,043.01) Adjustments $ - $ 238.40 $ - $ 238.40 Total Levy $ 1,755,154.08 $ 4,459,646.25 $ 402,846.95 $ 6,617,647.28 Collections to Date $ 362,647.06 $ 199,141.20 $ 582.91 $ 562,371.17 *Refunds $ 47,348.50 $ 276,681.47 $ 385.53 $ 324,415.50 Write -off $ - $ - $ - $ - Outstanding Balance $ 1,439,855.52 $ 4,537,186.52 $ 402,649.57 $ 6,379,691.61 YTD Interest Collected $ 38,665.53 $ 22,202.32 $ 194.09 $ 61,061.94 Total Prior Year Collections YTD pry W * Detailed information for Refunds can be found in the Tax Office NEW HANOVER COUNTY 411,14-all WIT) / 9 AO Date 299,017.61 Exhibit 3 Book XG Page New Hanover County Debt Service Monthly Collection Report for November 2020 Prior Years 2010 -2019 Real Estate Personal Property Motor Vehicles Combined $ 19,795,995.99 $ 1,951,416.66 $ 703,974.41 $ 22,451,387.06 Scroll /Billed Abatements $ (2,931.90) $ (9,185.26) $ - $ (12,117.16) Adjustments $ 178.46 $ 1,668.48 $ - $ 1,846.94 Total Taxes Charged $ 19,793,242.55 $ 1,943,899.88 $ 703,974.41 $ 22,441,116.84 Collections to Date $ 10,661,396.43 $ 319,809.15 $ 703,974.41 $ 11,685,179.99 *Refunds $ 15.64 $ 101.34 $ 401.42 $ 116.98 Write-off Write -off $ - 1 $ - $ - $ - Outstanding Balance $ 9,131,861.76 $ 1,624,192.07 $ - $ 10,755,936.85 Collection Percentage 4,071.32 53.86 2,663.30 16.45 $ 100.00 52.07 YTD Interest Collected $ 129.47 $ 1,122.52 Prior Years 2010 -2019 Real Estate Personal Property Motor Vehicles Combined $ 183,590.02 $ 280,226.37 $ - $ 463,816.39 Scroll Abatements $ (6,116.48) $ (4,656.49) $ (10,772.97) Adjustments $ 31.46 $ 31.46 Total Levy $ 177,473.54 $ 275,601.34 $ - $ 453,074.88 Collections to Date $ 45,272.08 $ (10,479.21) $ - $ 34,792.87 *Refunds $ 5,915.26 $ 401.42 $ - $ 6,316.68 Write -off $ - 1 $ - $ - $ - Outstanding Balance $ 138,116.72 $ 286,481.97 $ - $ 424,598.69 YTD Interest Collected $ 4,071.32 $ 2,663.30 $ - $ 6,734.62 Total Prior Year Collections YTD *Detailed information for Refunds can be found in the Tax Office NFW HANOVFR COUNTY Date $ 35,210.81 Exhibit 23,�G Look Page New Hanover County Fire District Monthly Collection Report for November 2020 Current Year 2020 -2021 Scroll /Billed Abatements Adjustments Real Estate Personal Property Motor Vehicles Combined $ 9,017,579.72 $ (2,320.46) $ 4,841.81 $ 1,044,297.48 $ (5,889.36) $ 297.09 $ 406,202.35 $ $ $ 10,468,079.55 (8,209.82) 5,138.90 Total Taxes Charged Collections to Date *Refunds Write -off $ $ $ 9,020,101.07 5,510,165.26 18.74 $ $ $ 1,038,705.21 145,691.66 30.59 $ $ 406,202.35 406,202.35 $ $ $ $ 10,465,008.63 6,062,059.27 49.33 - Outstanding Balance $ 3,509,954.55 $ 893,044.14 $ - $ 4,402,998.69 Collection Percentage - 61.09 - 14.02 1 100.00 $ 57.93 YTD Interest Collected $ 155.09 180,965.97 Collections to Date 1 $ 1,586.01 $ 1,741.10 $ 7.42 $ (171,359.21) *Refunds $ 4,621.02 $ 31.39 Total 2020 -2021 Collections YTD 6,063,751.04 Prior Years 2010 -2019 Real Estate Personal Property Motor Vehicles Combined Scroll $ 113,568.63 $ 248,623.36 $ 24,031.75 $ 386,223.74 Abatements $ (4,621.02) $ (200,636.75) $ - $ (205,257.77) Adjustments $ - $ - $ - Totall.evy $ 108,947.61 $ 47,986.61 $ 24,031.75 $ 180,965.97 Collections to Date $ 25,386.36 $ (196,752.99) $ 7.42 $ (171,359.21) *Refunds $ 4,621.02 $ 31.39 $ - $ 4,652.41 Write -off $ - $ - $ - $ - Outstanding Balance $ 88,182.27 $ 244,770.99 $ 24,024.33 $ 356,977.59 YTD Interest Collected $ 2,760.91 1 $ 399.601 $ 8.43 $ 3,168.94 Total Prior Year.Collections YTD *Detailed information for Refunds can be found in the Tax Office NEW HANOVER COUNTY r Cle o the Board Date (168,190.27) OF Exhibit Book L&L Page AGENDA: January 19, 2021 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2021 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, 2021. Section 1: Details of Budget Amendment Strategic Focus Area: Superior Public Health & Safety Strategic Objective(s): Sustain the community capacity to prepare for and respond to public safety demands Fund: General Department: Health & Human Services Agency /Public Health Ex enditure: Decrease Increase Total BA 21 -038 COVID -19 $ 281,999 $ 281,999 Total $ - $ 281,9991 281,999 Revenue: Decrease Increase Total BA 21 -038 COVID -19 $ 281,999 $ 281,999 Total $ $ 2811999 $ 281,999 Prior to Total if Actions Actions To av Taken Departmental Budget $ 14,205,885 $ 14,487,884 Section 2: Explanation BA 21 -038 budgets funds allocated by the Department of Health & Human Services, Division of Public Health in support of infection prevention during the COVID -19 pandemic. Allowable uses for these funds include COVID -19 testing, investigation, contact tracing, infection - control training, vaccinations, and purchases of personal protective equipment. Contract workers will be utilitzed to assist county staff with these efforts. No new positions are being requested and no county match is required. Section 3: Documentation of Adoption This ordinance shall be effective upon its adoption. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of New Hanover County, North Carolina, that the Ordinance for Budget Amendment(s) 21 -038 amending the annual budget ordinance for the fiscal year ending June 30, 2021, is adopted. Adopted, this 19th day of January, 2021. (SEAT i J ' ri-OV5er54, Ch ATTEST: /^' (n AM&JZ4�h �/ `—/ Ky#erleigh G. Cr e I, Clerk to the Board Exhibit � Book y/� � Page 23. AGENDA: January 19, 2021 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2021 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, 2021. Section 1: Details of Budget Amendment Strategic Focus Area: Superior Public Health & Safety Strategic Objective(s): Sustain the community capacity to prepare for and respond to public safety demands Fund: General Department: Senior Resource Center Ex enditure: Decrease L Increase Total BA 21 -040 Senior Resource Center $ 59,656 $ 59,656 Total $ - $ 59,656 $ 59,656 Revenue: Decrease Increase Total BA 21 -040 SECU Meals On Wheels Grant $ 10,000 $ 10,000 BA 21 -040 USDA Funding $ 5,963 $ 5,963 BA 21 -040 Appropriated Fund Balance $ 43,693 $ 43,693 Total $ - $ 59,656'1 $ 59,656 Prior to Actions Toda Departmental Budget $ 3,943,485 Appropriated Fund Balance $ 9,044,707] Total if Actions Taken Is 4,003,141 Is 9,088,400 Section 2: Explanation BA 21 -040 increases the Senior Resource Center's Home Delivered Meals (HDM) program budget to expand services to eliminate the current waiting list of 75 homebound senior adults, by adding two full -time employee positions and purchasing a van to transport meals. Adoption of this budget amendment will increase appropriated fund balance by $43,693, as well as accept new grant funds. The first grant is $10,000 awarded by State Employees Credit Union (SECU) through Meals On Wheels NC. The second is additional grant revenue from the US Department of Agriculture (USDA) through the Home and Community Care Block Grant (HCCBG) generated by the additional meals that will be served. 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) 21 -040 amending the annual budget ordinance for the fiscal year ending June 30, 2021, is adopted. Adopted, this 19th day of January, 2021. t�,LH Exhibit Book �� Page l 7 a RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA MAKING CERTAIN STATEMENTS OF FACT CONCERNING PROPOSED BOND ISSUE WHEREAS, the Board of Commissioners of the County of New Hanover, North Carolina (the "Board of Commissioners") is considering the issuance of bonds of the County of New Hanover, North Carolina (the "County") which shall be for the following purpose and in the following maximum amount: Not to exceed $64,000,000 of refunding bonds, in one or more series, to pay the capital costs of refunding the County's (1) General Obligation Public Improvement Bonds (Taxable), Series 2010B (the "Refunded 2010B Bonds ") maturing on and after August 1, 2022 and (2) General Obligation Community College Bonds, Series 2013A maturing on and after June 1, 2024 (the "Refunded 2013A Bonds" and together with the Refunded 2010B Bonds, the "Refunded Bonds "). WHEREAS, certain findings of fact by the Board of Commissioners must be presented to enable the Local Government Commission of the State of North Carolina (the "Commission") to make certain determinations as set forth in Article 4 of Chapter 159 of the General Statutes, Section 52, as amended. NOW, THEREFORE, BE IT RESOLVED that the Board of Commissioners, meeting in open session on January 19, 2021, has made the following factual findings in regard to this matter: A. Facts Regarding Necessity of Proposed Financing. The proposed bonds are necessary and expedient in order to pay the capital costs of refunding the Refunded Bonds. B. Facts Supporting the Amount of Bonds Proposed. The amount proposed is adequate and not excessive for the proposed purpose of the issue. C. Past Debt Management Polices. The County's debt management procedures and policies are good and have been carried out in compliance with law. The County employs a full -time Chief Financial Officer to oversee compliance with applicable laws relating to debt management. The Board of Commissioners requires annual audits of County finances. In connection with these audits, compliance with laws is reviewed. The County is not in default in any of its debt service obligations. The County Attorney reviews all debt - related documents for compliance with laws. D. Past Budgetary and Fiscal Management Polices. The County's budgetary and fiscal management policies have been carried out in compliance with laws. Annual budgets are closely reviewed by the Board of Commissioners before final approval of budget ordinances. Budget amendments changing a function total or between functions are presented to the Board of Commissioners at regular Board of Commissioners meetings. The Budget Officer presents financial information to Board of Commissioners which shows budget to actual comparisons quarterly and otherwise as the County Manager deems necessary or as a member of the Board of Commissioners may request. The Chief Financial Officer presents financial information to the Board of Commissioners as the County Manager deems necessary or as a member of the Board of Commissioners may request. E. Retirement of Debt. The schedule for issuing the bonds does not currently require a property tax increase, but an increase in taxes, if any, necessary to service the proposed debt will not be excessive. The schedule for issuance calls for issuing all of the bonds by the end of the fiscal year ending June 30, 2021, but issuance may be delayed until such time as the County determines that the market is more favorable for the issuance of the bonds. interest. F. Reasonable Rates of Interest. The proposed bonds can be marketed at reasonable rates of G. Ratification of Application to the Local Government Commission. All actions of the Chief Financial Officer, or her designees, in filing an application with the Commission, whether previously or hereinafter taken, are hereby approved, ratified and authorized. H. Effective Date. This Resolution is effective immediately on its adoption. On motion duly made and seconded, the foregoing resolution was adopted by the following vote: AYES: Chair Julia Olson - Boseman Vice -Chair Deb Hays Commissioner Jonathan Barfield, Jr. Commissioner Bill Rivenbark Commissioner Rob Zapple NAYS: None 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 the attached to be a true and correct copy of a Resolution entitled, "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA MAKING CERTAIN STATEMENTS OF FACT CONCERNING PROPOSED BOND ISSUE" adopted by the Board of Commissioners of the County of New Hanover, North Carolina at a regular meeting held on the 19' day of January, 2021. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said County, this the 19`h day of January, 2021. (SEAL) �1 GOVNTY.N Clerk t he Board of Commissioners O•p� County of New Hanover, North Carolina O O iZ •f�'�BLISHE��� Exhibit �(/.- Book ��`- -Page 2S.7b BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $64,000,000 GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA WHEREAS, the County of New Hanover, North Carolina (the "County") has issued (1) General Obligation Public Improvement Bonds (Taxable), Series 2010B (the "2010B Bonds") and (2) General Obligation Community College Bonds, Series 2013A (the "2013A Bonds "); WHEREAS, the Board of Commissioners of the County (the "Board of Commissioners ") deems it advisable to refund the 2010B Bonds maturing on and after August 1, 2022 (the "Refunded 2010E Bonds ") and the 2013A Bond maturing on and after June 1, 2024 (the "Refunded 2013A Bonds, " and together with the Refunded 2010B Bonds, the "Refunded Bonds "); WHEREAS, an application has been filed with the Secretary of the Local Government Commission of North Carolina (the "Commission") requesting approval of the bonds hereinafter described as required by the Local Government Bond Act, as amended, and the Secretary of the Commission has notified the Board of Commissioners that the application has been accepted for submission to the Commission. NOW, THEREFORE, BE IT ORDERED by the Board of Commissioners of the County of New Hanover, North Carolina, as follows: Section 1. The Board of Commissioners deems it advisable to refund the Refunded Bonds. Section 2. To raise the money required to pay the costs of refunding the Refunded Bonds, General Obligation Refunding Bonds of the County, in one or more series, are hereby authorized and shall be issued pursuant to the Local Government Bond Act of North Carolina. The maximum aggregate principal amount of such General Obligation Refunding Bonds authorized by this bond order shall be and not exceed $64,000,000. Section 3. Taxes will be levied in an amount sufficient to pay the principal and interest of the General Obligation Refunding Bonds. Section 4. A sworn statement of the County's debt has been filed with the Clerk to the Board and is open to public inspection. Section 5. This bond order is effective on its adoption. Exhibit B o o k i4g:— Pag e IMC A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $31,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A AND $33,000,000 TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021B OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA WHEREAS, the Bond Order (as defined below) has been adopted, and it is desirable to make provision for the issuance of the Bonds authorized by the Bond Order; WHEREAS, the County of New Hanover, North Carolina (the "County") desires to issue its General Obligation Refunding Bonds, Series 2021 A (the "2021A Bonds ") and Taxable General Obligation Refunding Bonds, Series 2021B (the "2021B Bonds" and together with the 2021A Bonds, the "Bonds ") for the purposes described herein and to request that the Local Government Commission of North Carolina (the "Commission ") sell the Bonds through a negotiated sale to PNC Capital Markets LLC (the "Underwriter ") in accordance with the terms and conditions set forth in a Bond Purchase Agreement to be dated on or about February 11, 2021 (the "Bond Purchase Agreement ") among the County, the Commission and the Underwriter; WHEREAS, copies of the forms of the following documents relating to the transactions described above have been filed with the County and have been made available to the Board: 1. the Bond Purchase Agreement; 2. the Preliminary Official Statement with respect to the Bonds to be dated on or about February 3, 2021, together with the Official Statement with respect to the Bonds to be dated on or about February 11, 2021 (collectively, the "Official Statement "); and 3. the Escrow Agreement to be dated as of February 1, 2021 between the County and U.S. Bank National Association, as escrow agent (the "Escrow Agreement ") NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County (the "Board") as follows: Section 1. For purposes of this Resolution, the following words have the meanings ascribed to them below: "Authorized Officers" means, individually and collectively, the Chair of the Board, the County Manager, the Chief Financial Officer, and the Clerk to the Board of the County. "Bond Order" means the bond order authorizing the issuance of $64,000,000 General Obligation Refunding Bonds of the County of New Hanover, North Carolina adopted by the Board on January 19, 2021 and effective on its adoption. "Bonds" means the 2021 A Bonds and the 2021 B Bonds. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to the Code or to a section of the Code herein will be deemed to include the United States Treasury Regulations proposed or in effect with respect thereto. PPAB 59550080 "Escrow Agent" means U.S. Bank National Association, and its successors and assigns, appointed as such under the Escrow Agreement. "Escrow Agreement" means the Escrow Agreement dated as of February 1, 2021 between the County and the Escrow Agent related to the Refunded 2013A Bonds. "Escrow Fund" means the fund of its name designated in the Escrow Agreement. "Federal Securities" means, to the extent permitted by law, (a) direct obligations of the United States of America for the timely payment of which the full faith and credit of the United States of America is pledged; (b) obligations issued by any agency controlled or supervised by and acting as an instrumentality of the United States of America, the timely payment of the principal of and interest on which is fully guaranteed as full faith and credit obligations of the United States of America (including any securities described in (a) or (b) issued or held in the name of the trustee in book -entry form on the books of the Department of Treasury of the United States of America), which obligations, in either case, are held in the name of a trustee and are not subject to redemption or purchase prior to maturity at the option of anyone other than the holder; (c) any bonds or other obligations of the State of North Carolina or of any agency, instrumentality or local governmental unit of the State of North Carolina which are (i) not callable prior to maturity or (ii) as to which irrevocable instructions have been given to the trustee or escrow agent with respect to such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified, and which are rated by Moody's, if the bonds are rated by Moody's, and S &P, if the bonds are rated by S &P, and Fitch Ratings, if the bonds are rated by Fitch Ratings, within the highest rating category and which are secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) or (b) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; (d) direct evidences of ownership of proportionate interests in future interest and principal payments on specified obligations described in (a) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying obligations described in (a), and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; or (e) any other obligations permitted under the laws of the State of North Carolina for the defeasance of local government bonds. "Fiscal Year" means a twelve -month period commencing on the first day of July of any year and ending on the 30th day of June of the succeeding year, or such other twelve -month period which may subsequently be adopted as the Fiscal Year of the County. "Fitch Ratings " means Fitch Ratings Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation for any reason no longer performs the functions of a securities rating agency, "Fitch Ratings" will refer to any other nationally recognized securities rating agency other than Moody's and S &P designated by the County. " Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns and, if such corporation for any reason no longer performs the functions of a securities rating agency, "Moody's" will be deemed to refer to any other nationally recognized rating agency other than S &P and Fitch Ratings designated by the County. 2 PPAB 59550080 "Pricing Certificate" means the certificate of the County's Chief Financial Officer delivered in connection with the issuance of the Bonds which establishes, with respect to the Bonds, the final maturity amounts, the interest payment dates and the provisions for redemption, all as agreed on in the Bond Purchase Agreement. "Refunded 2010B Bonds" means the County's General Obligation Public Improvement Bonds (Taxable), Series 2010B maturing on and after August 1, 2022. "Refunded 2013A Bonds" means the County's General Obligation Community College Bonds, Series 2013A maturing on and after June 1, 2024. "S&P" means S &P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, its successors and their assigns and, if such corporation for any reason no longer performs the functions of a securities rating agency, "S&P" will be deemed to refer to any other nationally recognized rating agency other than Moody's and Fitch Ratings designated by the County. "2021A Bonds" means the County's General Obligation Refunding Bonds, Series 2021A, authorized under the Bond Order. "2021B Bonds" means the County's Taxable General Obligation Refunding Bonds, Series 2021B, authorized under the Bond Order. Section 2. The County shall issue not to exceed $31,000,000 in total aggregate principal amount of its 2021A Bonds and not to exceed $33,000,000 in total aggregate principal amount of its 2021B Bonds. The final principal amounts of the 2021A Bonds and the 2021B Bonds will be set forth in the Pricing Certificate Section 3. The Bonds shall be dated as of their date of issuance. The 2021A Bonds shall pay interest semiannually on February 1 and August 1, beginning August 1 2021, unless the Chief Financial Officer establishes different dates in her Pricing Certificate. The 2021A Bonds are being issued to (1) refund the Refunded 2010B Bonds pursuant to and in accordance with the Bond Order and (2) pay the costs of issuing the 2021A Bonds. The 2021B Bonds shall pay interest semiannually on June 1 and December 1, beginning June 1, 2021, unless the Chief Financial Officer establishes different dates in her Pricing Certificate. The 2021B Bonds are being issued to (1) refund the Refunded 2013A Bonds pursuant to and in accordance with the Bond Order and (2) pay the costs of issuing the 2021B Bonds. Section 4. The 2021 A Bonds are payable in annual installments on August 1 in each year and the 2021B Bonds are payable in annual installments on June 1 in each year, unless the Chief Financial Officer establishes different dates in her Pricing Certificate. The maturities of the Bonds will be as set forth in the Pricing Certificate. Section 5. The 2021A Bonds are to be numbered from "RA -1" consecutively and upward. The 2021B Bonds are to be numbered from "RB -1" consecutively and upward. The Bonds shall bear interest from their date at a rate or rates which will be hereafter determined on the sale thereof computed on the basis of a 360 -day year of twelve 30-day months. Section 6. The Bonds are to be registered as to principal and interest, and the Chief Financial Officer is directed to maintain the registration records with respect thereto. The Bonds shall bear the original or facsimile signatures of the Chair of the Board or the County Manager and the Clerk to the Board. An original or facsimile of the seal of the County is to be imprinted on each of the Bonds. PPAB 59550080 Section 7. The Bonds will initially be issued by means of a book -entry system with no physical distribution of bond certificates made to the public. One bond certificate 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 Bonds in principal amounts of $5,000 or integral multiples thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Interest on the Bonds will be payable to DTC or its nominee as registered owner of the Bonds in immediately available funds. The principal of and interest on the Bonds will be payable to owners of Bonds shown on the records of DTC at the close of business on the 151 day of the month preceding an interest payment date or a bond payment date. The County will not be responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. If (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the Chief Financial Officer determines that the continuation of the book -entry system of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, the County will discontinue the book -entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the County will authenticate and deliver replacement bonds in accordance with DTC's rules and procedures. Section 8. If the Pricing Certificate designates a date for the Bonds on and after which the Bonds are subject to redemption, then such Bonds are subject to redemption before maturity, at the option of the County, from any money that may be made available for such purpose, either in whole or in part on any date on or after the date set forth in the Pricing Certificate, at the principal amount of the Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, with such redemption premium, if any, designated for the Bonds in the Pricing Certificate. If the Bonds are subject to optional redemption and if less than all the Bonds are called for redemption, the County shall select the maturity or maturities of the Bonds to be redeemed in such manner as the County in its discretion may determine, and DTC and its participants shall determine which Bonds within a maturity are to be redeemed in accordance with its rules and procedures; provided, however, that the portion of any Bond to be redeemed must be in principal amount of $5,000 or integral multiples thereof and that, in selecting Bonds for redemption, each Bond is to be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. When the County elects to redeem any Bonds, notice of such redemption of such Bonds, stating the redemption date, redemption price, any conditions to the redemption and identifying the Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there are due and payable on each Bond or portion thereof so to be redeemed, the principal thereof and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, is to be given not less than 30 days nor more than 60 days before the redemption date in writing to DTC or its nominee as the registered owner of such Bonds, by prepaid certified or registered United States mail (or by such other means as may be permitted by DTC's rules and procedures), at the address provided to the County by DTC, but any failure or defect in respect of such mailing will not affect the validity of the redemption. If DTC, or its nominee, is not the registered owner of such Bonds, the County will give notice at the time set forth above by prepaid first class United States mail, to the then- registered owners of such Bonds or portions thereof to be redeemed at the last address shown on the registration books kept by the County. The County will also mail or transmit by facsimile or electronic submission a copy of the notice of redemption within the time set forth above (1) to the Local Government Commission of North Carolina (the "Local Government Commission') and (2) to the Municipal Securities Rulemaking Board (the `1lISRB') through the Electronic Municipal Market Access ( "EMMA') system or other electronic format as prescribed by the MSRB, but any failure or defect in respect thereto will not affect the validity of the redemption. 4 PPAB 59550080 If at the time of mailing of the notice of redemption there is not on deposit money sufficient to redeem the Bonds called for redemption, such notice may state that it is conditional on the deposit of money for the redemption on the date of redemption as set forth in the notice. Any notice, once given, may be withdrawn by notice delivered in the same manner as the notice of redemption was given. The Bonds may be sold as term bonds and, if so, will be subject to mandatory sinking fund redemption as set forth in the Pricing Certificate. Section 9. The Bonds and the provisions for the registration of the Bonds and for the approval of the Bonds by the Secretary of the Local Government Commission are to be in substantially the form set forth in the Appendix A and Appendix B hereto, the terms of which may be changed by the Pricing Certificate. Section 10. The Chief Financial Officer is hereby authorized to execute a no arbitrage certificate with respect to the Bonds in order to comply with Section 148 of the Code. Section 11. From the proceeds of the sale of the 2021A Bonds, the State Treasurer shall transfer or cause to be transferred to DTC or its nominee, as registered owner of the Refunded 2010B Bonds, an amount designated in the Pricing Certificate to refund the Refunded 2010B Bonds, with the balance to the County to pay costs of issuing the 2021A Bonds. From the proceeds of the sale of the 2021B Bonds, the State Treasurer shall transfer or cause to be transferred an amount designated in the Pricing Certificate to the Escrow Agent for deposit in the Escrow Fund created under the Escrow Agreement, with the balance to the County to pay costs of issuing the 2021B Bonds. Any proceeds of the Bonds to be used to pay the costs of issuance of the Bonds shall be accounted for in a separate segregated account held by the County and invested and reinvested by the Chief Financial Officer as permitted by the laws of the State of North Carolina. The Chief Financial Officer shall keep and maintain adequate records pertaining to such account and all disbursements therefrom so as to satisfy the requirements of the laws of the State of North Carolina and to assure that the County maintains its covenants with respect to the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation. To the extent any funds remain in such account 90 days after the Bonds are issued (or sooner at the discretion of the Chief Financial Officer), the Chief Financial Officer shall apply them to pay interest on the Bonds on the next interest payment date therefor. The Authorized Officers are hereby authorized and directed to enter into the Escrow Agreement, a form of which has been made available to the Board, but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the Board's approval of any and all changes, modifications, additions or deletions therein from the form and content of the Escrow Agreement presented to the Board, and that from and after the execution and delivery of the Escrow Agreement, the Authorized Officers are hereby authorized, empowered and directed 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 Escrow Agreement as executed. Section 12. Actions taken by officials of the County to select paying and transfer agents, and a bond registrar, or alternate or successor agents and registrars pursuant to Section 159E -8 of the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, as amended, are hereby authorized and approved. Section 13. The Commission is hereby requested to sell the Bonds through a negotiated sale to the Underwriter pursuant to the terms of the Bond Purchase Agreement at a true interest cost not to exceed 5 PPAB 59550080 1.64% for the 2021A Bonds and 2.88% for the 2021B Bonds. The form and content of the Bond Purchase Agreement are in all respects approved and confirmed, and the Chair of the Board or the County Manager is hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Bond Purchase Agreement for and on behalf of the County, 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, the execution thereof to constitute conclusive evidence of the Board's approval of any and all such changes, modifications, additions or deletions therein. From and after the execution and delivery of the Bond Purchase Agreement, the Authorized Officers 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 Bond Purchase Agreement as executed. Section 14. The Authorized Officers are each hereby authorized, empowered and directed to cause the Bonds to be prepared and, when they shall have been duly sold by the Commission, to execute the Bonds and to turn the Bonds over to the registrar and transfer agent of the County for delivery through the facilities of DTC to the Underwriter. Section 15. The form and content of the Official Statement are in all respects authorized, approved and confirmed, and the County Manager and Chief Financial Officer are authorized, empowered and directed, individually and collectively, to deliver the Official Statements 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, the delivery thereof to constitute conclusive evidence of the Board's approval of any and all such changes, modifications, additions or deletions therein. Section 16. The Authorized Officers are authorized, empowered and directed to execute and deliver for and on behalf of the County any and all additional certificates, documents, opinions or other papers and perform all other acts as may be required by the documents contemplated hereinabove or as may be deemed necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. All actions previously taken by any of the Authorized Officers, or their designees or those officers of the County authorized to act on their behalf, related to the Bonds and the proceedings therefor are hereby ratified and approved. Any provision in this Resolution that authorizes more than one officer of the County to take certain actions shall be read to permit such officers to take the authorized actions either individually or collectively. Section 17. The County agrees, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC") and for the benefit of the registered owners and beneficial owners of the Bonds, to provide to the MSRB: (a) by not later than seven months after the end of each Fiscal Year beginning with the Fiscal Year ending June 30, 2021, the audited financial statements of the County for such 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; (b) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, the financial and statistical data as of a date not earlier than the end of such Fiscal Year for the type of information included in the Official 6 PPAB 59550080 Statement under the captions "THE COUNTY —DEBT INFORMATION" and " —TAx INFORMATION" (excluding information on overlapping and underlying units and in the subsection entitled "Debt Outlook"), to the extent such items are not included in the audited financial statements referred to in clause (a) above; (c) in a timely manner not in excess of 10 business days after the occurrence of the event, notice of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non - payment related defaults, if material; (3) unscheduled draws on the debt service reserves reflecting financial difficulties; (4) unscheduled draws on any credit enhancements reflecting financial difficulties; (5) substitution of any credit or liquidity providers, or their failure to perform; (6) 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 Bonds or other material events affecting the tax status of the Bonds; (7) modification of the rights of the beneficial owners of the Bonds, if material; (8) call of any of the Bonds, if material, and tender offers; (9) defeasance of any of the Bonds; (10) release, substitution or sale of any property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the County; (13) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the County, 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; (14) the appointment of a successor or additional trustee, or the change in the name of a trustee, if material; (15) incurrence of a financial obligation of the County, if material, or 7 PPAB 59550080 agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the County, any of which affect security holders, if material; and (16) 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 (d) in a timely manner, notice of a failure of the County to provide required annual financial information described in (a) or (b) 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 the Rule. The County agrees to provide all documents described in this Section 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 providing such information in a manner the SEC subsequently authorizes in lieu of the manner described above. The County agrees that its undertaking under this Section is intended to be for the benefit of the registered owners and the beneficial owners of the Bonds and is enforceable by any of the registered owners and the beneficial owners of the Bonds then outstanding, including an action for specific performance of the County's obligations under this Section, but a failure to comply will not be an event of default and will not result in acceleration of the payment of the Bonds. An action must be instituted, had and maintained in the manner provided in this Section for the benefit of all of the registered owners and beneficial owners of the Bonds. The County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County, but: (1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, would have complied with the requirements of the Rule as of the date of the Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; and (3) any such modification does not materially impair the interest of the registered owners or the beneficial owners, as determined by nationally recognized bond counsel or by the approving vote of the registered owners of a majority in principal amount of the Bonds then outstanding. 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 PPAB 59550080 operating data or financial information being provided. The provisions of this Section terminate on payment, or provision having been made for payment in a manner consistent with the Rule, in full of the principal of and interest on the Bonds. Section 18. Portions of this Resolution may be amended or supplemented from time to time without the consent of the registered owner of the Bonds if, in the opinion of nationally recognized bond counsel, such amendment or supplement would not adversely affect the interests of the owner of the Bonds and would not cause the interest on the 2021A Bonds to be included in the gross income of a recipient thereof for federal income tax purposes. This Resolution may be amended or supplemented with the consent of the owners of a majority in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the County; provided, however, without the express consent of the owner of any Bond, no modification or amendment to such Bond may reduce the principal amount of such Bond, reduce the interest rate payable on such Bond, extend its maturity or the times for paying interest, change the monetary medium in which principal and interest is payable or reduce the percentage of consent required for amendment or modification; provided further, that any amendment to Section 17 of this Resolution must be limited as described therein. Any act done pursuant to a modification or amendment consented to by the owner of the Bonds is binding on the owner of the Bonds and will not be deemed an infringement of any of the provisions of this Resolution, whatever the character of the act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution, and after consent has been given, the owner of the Bonds shall have no right or interest to object to the action, to question its propriety or to enjoin or restrain the County from taking any action pursuant to a modification or amendment. If the County proposes an amendment or supplemental resolution to this Resolution requiring the consent of the owner of the Bonds, the registrar for the Bonds shall, on being satisfactorily indemnified with respect to expenses, cause notice of the proposed amendment to be sent to such owner by first -class mail, postage prepaid, to the address of such owner as it appears on the registration books; but the failure to receive such notice by mailing by any owner, or any defect in the mailing thereof, will not affect the validity of any proceedings pursuant hereto. Such notice shall briefly set forth the nature of the proposed amendment and shall state that copies thereof are on file at the designated office of the registrar for the Bonds for inspection by the owner of the Bonds. If, within 60 days or such longer period as shall be prescribed by the County following the giving of such notice, the owner of a majority in aggregate principal amount of such Bonds then outstanding have consented to the proposed amendment, the amendment will be effective as of the date stated in the notice. Section 19. Nothing in this Resolution precludes (a) the payment of the Bonds from the proceeds of refunding bonds or (b) the payment of the Bonds from any legally available funds. If the County causes to be paid, or has made provisions to pay, on maturity or on redemption before maturity, to the owners of the Bonds the principal of the Bonds (including interest to become due thereon) and, premium, if any, on the Bonds, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this Resolution or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with an escrow agent or otherwise, money sufficient therefor, including, but not limited to, interest earned or to be earned on Federal Securities, then such Bonds shall be considered to have been discharged and satisfied, and the principal of the Bonds (including premium, if any, and interest thereon) shall no longer be deemed to be outstanding and unpaid; provided, however, that nothing in this Resolution requires the deposit of more than such Federal Securities 9 PPAB 59550080 as may be sufficient, taking into account both the principal amount of such Federal Securities and the interest to become due thereon, to implement any such defeasance. If such a defeasance occurs and after the County receives an opinion of a nationally recognized verification firm that the segregated money or Federal Securities together with interest earnings thereon are sufficient to effect a defeasance, the County shall execute and deliver all such instruments as may be necessary to effect such a defeasance and desirable to evidence such release, discharge and satisfaction. Provisions shall be made by the County, for the mailing of a notice to the owners of the Bonds that such money is so available for such payment. Section 20. All acts and doings of the Authorized Officers that are in conformity with the purposes and intents of this Resolution and in the furtherance of the issuance of the Bonds and the execution, delivery and performance of the Bond Purchase Agreement are in all respects ratified, approved and confirmed. Section 21. If any one or more of the agreements or provisions herein contained is held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or for any reason whatsoever is held invalid, then such covenants, agreements or provisions are null and void and separable from the remaining agreements and provisions and will in no way affect the validity of any of the other agreements and provisions hereof or of the Bonds authorized hereunder. Section 22. All resolutions or parts thereof of the Board in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 23. This Resolution is effective on its adoption. On motion duly made and seconded, the foregoing resolution entitled "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $31,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A AND $33,000,000 TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021B OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA" was duly adopted by the following vote: AYES: Chair Julia Olson - Boseman Commissioner Jonathan Barfield, Jr. Commissioner Rob Zapple NAYS: None 10 PPAB 59550080 Vice -Chair Deb Hays Commissioner Bill Rivenbark 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 the attached to be a true and correct copy of a Resolution entitled "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $31,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A AND $33,000,000 TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021B OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA" adopted by the Board of Commissioners of the County of New Hanover, North Carolina, at a meeting held on the 19th day of January, 2021. WITNESS my hand and the corporate seal of the County of New Hanover, North Carolina, this the 19th day of January, 2021. 11 PPAB 59550080 K Crowell Clerk to the Board of Commissioners County of New Hanover, North Carolina No. RA- APPENDIX A FORM OF BOND UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE DATED DATE CUSIP AUGUST 1, 20_ FEBRUARY 25, 2021 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS GENERAL OBLIGATION REFUNDING BOND, SERIES 2021A THE COUNTY OF NEW HANOVER, NORTH CAROLINA (the "County ") acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner named above, on the Maturity Date specified above, on surrender hereof, the Principal Sum shown above and to pay to the Registered Owner hereof interest thereon from the date of this 2021A Bond until it shall mature at the Interest Rate per annum specified above, payable on August 1, 2021 and semiannually thereafter on February 1 and August 1 of each year. Principal of and interest on this 2021A Bond are payable in immediately available funds to The Depository Trust Company ( "DTC") or its nominee as registered owner of the 2021A Bonds and is payable to the owner of the 2021A Bonds shown on the records of DTC at the close of business on the 151 day of the month preceding an interest payment date or a bond payment date. The County is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. This 2021 A Bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Government Bond Act, each as amended, and a bond order adopted by the Board of Commissioners of the County on January 19, 2021, effective on the date of its adoption. The 2021 A Bonds are issued to provide funds to pay the costs (1) to redeem the County's General Obligation Public Improvement Bonds (Taxable), Series 2010B maturing on and after August 1, 2022; and (2) incurred in connection with the issuance of the 2021 A Bonds. The 2021A Bonds maturing on or before August 1, 20_ are not subject to redemption before maturity. The 2021A Bonds maturing on or after August 1, 20_ are subject to redemption before maturity, at the option of the County, from any money that may be made available for such purpose, either in whole or in part on any date on or after August 1, 20_, at the principal amount of the 2021A Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without premium. If less than all the 2021A Bonds are called for redemption, the County shall select the maturity or maturities of the 2021 A Bonds to be redeemed in such manner as the County in its discretion may determine, and DTC and its participants shall determine which 2021A Bonds within a maturity are to be redeemed in accordance with its rules and procedures; provided, however, that the portion of any 2021A Bond to be redeemed must be in principal amount of $5,000 or integral multiples thereof and that, in selecting 2021A Bonds for redemption, each 2021A Bond is to be considered as representing that number of 2021A Bonds which is obtained by dividing the principal amount of such 2021A Bond by $5,000. When PPAB 59550080 the County elects to redeem any 2021 A Bonds, notice of such redemption of such 2021 A Bonds, stating the redemption date, redemption price and any conditions to the redemption and identifying the 2021 A Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there are due and payable on each 2021A Bond or portion thereof so to be redeemed, the principal thereof and interest accrued to the redemption date and that from and after such date interest tliereon shall cease to accrue, is to be given not less than 30 days nor more than 60 days before the redemption date in writing to DTC or its nominee as the registered owner of such 2021 A Bonds, by prepaid certified or registered United States mail (or by such other means as may be permitted by DTC's rules and procedures), at the address provided to the County by DTC, but any failure or defect in respect of such mailing will not affect the validity of the redemption. If DTC, or its nominee, is not the registered owner of such 2021 A Bonds, the County will give notice at the time set forth above by prepaid first class United States mail, to the then- registered owners of such 2021A Bonds or portions thereof to be redeemed at the last address shown on the registration books kept by the County. The County will also mail or transmit by facsimile or electronic submission a copy of the notice of redemption within the time set forth above (1) to the Local Government Commission of North Carolina (the "Local Government Commission') and (2) to the Municipal Securities Rulemaking Board (the "MSRB') through the Electronic Municipal Market Access ( "EMMA') system or other electronic format as prescribed by the MSRB. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this 2021 A Bond, exist, have been performed and have happened, and that the amount of this 2021 A Bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the County are hereby pledged to the punctual payment of the principal of and interest on this 2021A Bond in accordance with its terms. This 2021A Bond is not valid or obligatory for any purpose until the certification hereon has been signed by an authorized representative of the Local Government Commission. IN WITNESS WHEREOF, the County has caused this 2021 A Bond to bear the original or facsimile of the signatures of the Chair of the Board of Commissioners of the County and the Clerk to the Board of Commissioners of the County and an original or facsimile of the seal of the County to be imprinted hereon and this 2021 A Bond to be dated as of the Dated Date above. (SEAL) Clerk to the Chair, Board of Commissioners Board of Commissioners Date of Execution: February 25, 2021 The issue hereof has been approved under the provisions of The Local Government Bond Act. Secretary of the Local Government Commission 2 PPAB 59550080 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code, and Federal Taxpayer Identification or Social Security Number of Assignee) the within 2021A Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within 2021 A Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed by: NOTICE: Signature must be guaranteed by a Participant in the Securities Transfer Agent Medallion Program ( "Stamp ") or similar program. PPAB 59550080 NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within 2021A Bond in every particular, without alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED 3 APPENDIX B FORM OF BOND UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE DATED DATE CUSIP JUNE 1, 20_ FEBRUARY 25, 2021 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS TAXABLE GENERAL OBLIGATION REFUNDING BOND, SERIES 2021B THE COUNTY OF NEW HANOVER, NORTH CAROLINA (the "County") acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner named above, on the Maturity Date specified above, on surrender hereof, the Principal Sum shown above and to pay to the Registered Owner hereof interest thereon from the date of this 2021B Bond until it shall mature at the Interest Rate per annum specified above, payable on June 1, 2021 and semiannually thereafter on December 1 and June 1 of each year. Principal of and interest on this 2021 B Bond are payable in immediately available funds to The Depository Trust Company ( "DTC") or its nominee as registered owner of the 2021B Bonds and is payable to the owner of the 2021B Bonds shown on the records of DTC at the close of business on the 15' day of the month preceding an interest payment date or a bond payment date. The County is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. This 2021 B Bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Government Bond Act, each as amended, and a bond order adopted by the Board of Commissioners of the County on January 19, 2021, effective on the date of its adoption. The 2021B Bonds are issued to provide funds to pay the costs (1) to redeem the County's General Obligation Community College Bonds, Series 2013A maturing on and after June 1, 2024; and (2) incurred in connection with the issuance of the 2021B Bonds. The 2021 B Bonds maturing on or before June 1, 20 are not subject to redemption before maturity. The 2021B Bonds maturing on or after June 1, 20_ are subject to redemption before maturity, at the option of the County, from any money that may be made available for such purpose, either in whole or in part on any date on or after June 1, 20_, at the principal amount of the 2021B Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without premium. If less than all the 2021B Bonds are called for redemption, the County shall select the maturity or maturities of the 2021 B Bonds to be redeemed in such manner as the County in its discretion may determine, and DTC and its participants shall determine which 2021B Bonds within a maturity are to be redeemed in accordance with its rules and procedures; provided, however, that the portion of any 2021B Bond to be redeemed must be in principal amount of $5,000 or integral multiples thereof and that, in selecting 2021B Bonds for redemption, each 2021B Bond is to be considered as representing that number of 2021B Bonds which is obtained by dividing the principal amount of such 2021B Bond by $5,000. When the County PPAB 59550080 elects to redeem any 2021 B Bonds, notice of such redemption of such 2021 B Bonds, stating the redemption date, redemption price and any conditions to the redemption and identifying the 2021B Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there are due and payable on each 2021B Bond or portion thereof so to be redeemed, the principal thereof and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, is to be given not less than 30 days nor more than 60 days before the redemption date in writing to DTC or its nominee as the registered owner of such 2021B Bonds, by prepaid certified or registered United States mail (or by such other means as may be permitted by DTC's rules and procedures), at the address provided to the County by DTC, but any failure or defect in respect of such mailing will not affect the validity of the redemption. If DTC, or its nominee, is not the registered owner of such 2021B Bonds, the County will give notice at the time set forth above by prepaid first class United States mail, to the then - registered owners of such 2021 B Bonds or portions thereof to be redeemed at the last address shown on the registration books kept by the County. The County will also mail or transmit by facsimile or electronic submission a copy of the notice of redemption within the time set forth above (1) to the Local Government Commission of North Carolina (the "Local Government Commission') and (2) to the Municipal Securities Rulemaking Board (the "MSRB') through the Electronic Municipal Market Access ( "EMMA') system or other electronic format as prescribed by the MSRB. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this 2021B Bond, exist, have been performed and have happened, and that the amount of this 2021B Bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the County are hereby pledged to the punctual payment of the principal of and interest on this 2021B Bond in accordance with its terms. This 2021B Bond is not valid or obligatory for any purpose until the certification hereon has been signed by an authorized representative of the Local Government Commission. IN WITNESS WHEREOF, the County has caused this 2021 B Bond to bear the original or facsimile of the signatures of the Chair of the Board of Commissioners of the County and the Clerk to the Board of Commissioners of the County and an original or facsimile of the seal of the County to be imprinted hereon and this 2021B Bond to be dated as of the Dated Date above. (SEAL) Clerk to the Chair, Board of Commissioners Board of Commissioners Date of Execution: February 25, 2021 The issue hereof has been approved under the provisions of The Local Government Bond Act. Secretary of the Local Government Commission 2 PPAB 59550080 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code, and Federal Taxpayer Identification or Social Security Number of Assignee) the within 2021 B Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within 2021 B Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed by: NOTICE: Signature must be guaranteed by a Participant in the Securities Transfer Agent Medallion Program ( "Stamp ") or similar program. PPAB 59550080 NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within 2021B Bond in every particular, without alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED Book � Page b Exhibit e AGENDA: January 19, 2021 NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2021 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, 2021. Section 1: Details of Budget Amendment Strategic Focus Area: Intelligent Growth & Economic Development Strategic Objective(s): Increase diversity and number of higher -wage jobs Fund: General Department: Finance Ex enditure: Decrease Increase Total BA 21 -037 Economic & Physical Development $ 25,000 $ 25,000 Total $ - $ 25,000 $ 25,000 Revenue: Decrease Increase Total BA 21 -037 Appropriated Fund Balance $ 25,000 $ 25,000 Total $ - $ 25,000 $ 25,000 Prior to Total if Actions Actions Today Taken Econ & Phys Dev Budget 511578,011.00] $1,603,011.001 Appropriated Fund Balance 1 $4 676 327.00 $4,701.327.001 Section 2: Explanation BA 21 -037 budgets $25,000 to make economic development payments to Genesis Block Labs, LLC that will assist with funding New Hanover County businesses participating in their accelerator program. This helps support the effort to increase the minority business presence and create jobs in the community. 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) 21 -037 amending the annual budget ordinance for the fiscal year ending June 30, 2021, is adopted. Adopted, this 19th day of January, 2021. iSPAi � Exhibit Book -� Page CAPITAL PROJECT ORDINANCE NEW HANOVER COUNTY REDEVELOPMENT OF THE GOVERNMENT CAPITAL PROJECT BE IT ORDAINED, by the Board of Commissioners of New Hanover County: 1. New Hanover County (County) plans to enter into a development agreement with Cape Fear FD Stonewater, and the County will issue debt to fund the Redevelopment of the Government Center, which capital project involves the construction and /or acquisition of capital assets. 2. County desires to authorize and budget for said project in a project ordinance adopted pursuant to North Carolina General Statute Section 159 -13.2, such ordinance to authorize all appropriations necessary for the completion of said project. 3. The County desires to expend its own funds for the purpose of paying certain costs of the project, for which expenditures the County reasonably expects to reimburse itself from the proceeds of debt to be incurred by the County. 4. This declaration of official intent is made pursuant to Section 1.150 -2 of the Treasury Regulations to expressly declare the official intent of the County to reimburse itself from the proceeds of debt to be hereinafter incurred by the County for certain expenditures paid by the County on or after the date which is sixty (60) days prior to the date hereof. NOW, THEREFORE, WITNESSETH THAT: 1. This project ordinance is adopted pursuant to North Carolina General Statute Section 159 -13.2. 2. The project undertaken pursuant to this ordinance is the Redevelopment of the Government Center, which project is herewith authorized. 3. The revenue that will finance said project is: Installment Loan Proceeds $ 53,574,040 Total S 53.574.040 4. The following appropriations necessary for the project are herewith made from the revenue listed above: Capital Project Expense $ 53,574,040 Total S 53.574,040 5. This project ordinance shall be entered in the minutes of the Board of Commissioners of New Hanover County. Within five days hereof, copies of this ordinance shall be filed with the finance and budget offices in New Hanover County, and with the Clerk to the Board of Commissioners of New Hanover Count•• Adopted this 19th day of January, 2021. eq'MAIIOJI. I a, 101K-I-A6 KyoVerleigh G. Cr ell Clerk to the Board of Commissioners u ' -B m Chair Bo4ff of County 0015mmissioners Exhibit O Book ��. Page 2� RESOLUTION OF THE BOARD OF COMNUSSIONERS 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) enter into installment contracts in order to purchase, or finance or refinance the purchase of, real or personal property and to finance or refinance the construction or repair of fixtures or improvements on real property and (2) create a security interest in some or all of the property financed or refinanced 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 "Original Deed of Trust') granting a lien on the sites of the Government Center and the Judicial Building, as modified by a Notice of Extension of Deed of Trust to Additional Property dated as of February 1, 2020 (the "First Notice of Extension ") extending the lien of the Original Deed of Trust to the site of the Juvenile Justice Facility (as defined in the Second Contract Amendment) and a Deed of Partial Release dated as of February 1, 2020 (the "Deed of Partial Release ") releasing the lien on the Government Center from the Original Deed of Trust; (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); and (4) Amendment Number Two to the 2010 Contract dated as of February 1, 2020 (the "Second Contract Amendment ") with the Corporation, the proceeds of which were used to finance the 2020A Projects (as defined in the Second Contract Amendment); WHEREAS, the Board has previously determined that it is in the best interest of the County to enter into (1) Amendment Number Three to the 2010 Contract (the "Third Contract Amendment" and collectively with the 2010 Contract, the First Contract Amendment and the Second Contract Amendment, the "Contract") with the Corporation to pay the capital costs of (a) (i) acquisition, construction, and equipping of a 200 -bed long -term addiction treatment center to be located in the County known as the "Healing Place," (ii) acquisition, construction, and equipping of a new government center complex for the County (the "New Government Center "), (iii) construction of stormwater management improvements, and (iv) other miscellaneous capital improvements and the acquisition of certain equipment for both County and school purposes (collectively, the "2021 Projects ") and (b) refinancing the County's obligations related to an installment financing contract with Branch Banking & Trust Company dated February 9, 2018 (the "2018 Contract "), and (2) a notice of extension to the Original Deed of Trust (the "Second Notice of Extension" and together with the Original Deed of Trust, the First Notice of Extension, and the Deed of Partial Release, the "Deed of Trust') extending the lien to the site of the New Government Center; WHEREAS, the Corporation will execute and deliver its Limited Obligation Bonds, Series 2021 (the "Bonds ") in an aggregate principal amount not to exceed $91,000,000, evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract) pursuant to the Contract, under the terms ofthe 2010 Indenture, as supplemented by Supplemental Trust Indenture, Number 1 dated as of September 1, 2012 (the "First Supplement, "), Supplemental Indenture, Number 2 dated February 1, 2020 (the "Second Supplement") and Supplemental Indenture, Number 3 to be dated on or about March 1, 2021 (the "Third Supplement" and together with the 2010 Indenture, the First Supplement, and the Second 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 February 18, 2021 (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 Third Contract Amendment; (2) the Third Supplement; (3) the Contract of Purchase; (4) the Letter of Representation; (5) the Second 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 Third Contract Amendment, the Second Notice of Extension, and the 2021 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 Third Contract Amendment; WHEREAS, Parker Poe Adams & Bernstein LLP, as bond counsel, will render an opinion to the effect that entering into the Third 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 oflnstruments. All actions of the County, the Chair of the Board (the "Chair "), 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. 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 Chair, the County Manager and the Chief Financial Officer (collectively, the "Authorized Officers ") are 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 Third Contract Amendment. The County hereby approves the financing of the 2021 Projects in accordance with the terms of the Contract, which will be a valid, legal and binding obligation of the County in accordance with its terms. The form and content of the Third Contract Amendment are hereby in all respects authorized, approved and confirmed, and the Chair, the Clerk and the County Manager and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Third 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 Third Contract Amendment presented to the Board. From and after the execution and delivery of the Third Contract Amendment, the Chair, 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 Third Contract Amendment as executed. Section 4. Authorization to Execute the Second Notice of Extension. The County approves the form and content of the Second Notice of Extension, and the Second Notice of Extension is in all respects authorized, approved and confirmed. The Chair, 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 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 Chair, 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 Second Notice of Extension presented to the Board, and from and after the execution and delivery of the Second Notice of Extension, the Chair, 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 Notice of Extension as executed. 3 Section 5. Letter of Representation. The form and content of the Letter of Representation are hereby in all respects approved, and the Authorized Officers are authorized to execute the Letter of Representation for the purposes stated therein. Section 6. County Representative. The Authorized Officers are hereby designated as the County's representatives to act on behalf of the County in connection with the transactions contemplated by the Instruments and the Preliminary Official Statement, and the Authorized Officers are authorized to proceed with financing the 2021 Projects in accordance with the Instruments and the Preliminary 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 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 191 day of January, 2021, as recorded in the minutes of the Board of Commissioners of the County of New Hanover, North Carolina. S4- WITNESS, my hand and the seal of the County of New Hanover, North Carolina, this th day of January, 2021. (SEAL) GOVNTY.N nKym Powell, Clerk to the Board of Commissioner P, County of New Hanover, North Carolina 3� a2 9 •F�'�BL! SHED �� Exhibit Book �—M page ' PARKER POE DRAFT 12/28/2020 AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT THIS AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT dated as of March 1, 2021, 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 Amendment Number Two to the Contract dated as of February 1, 2020 (the "Second Amendment" and together with the 2010 Contract, the First Amendment, and this Third 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),(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), and (3) Limited Obligation Bonds, Series 2020A, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues under the Contract in the aggregate principal amount of $37,210,000, under Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement" and together with the First Supplement, the "Prior Supplements ") in order to finance the 2020A Projects (as defined in the Second Amendment); WHEREAS, the County has determined that it is in its best interest to pay the capital costs of (1) (a) acquisition, construction, and equipping of a 200 -bed long -term addiction treatment center to be located in the County known as the "Healing Place," (b) acquisition, construction, and equipping of a new government center complex for the County (the "New Government Center "), (c) construction of stormwater management improvements, and (d) other miscellaneous capital improvements and the acquisition of certain equipment for both County and school purposes (collectively, the "2021 Projects ") and (2) refinancing its obligations related to a Financing Agreement and Deed of Trust dated as of February 9, 2018 between the County and Branch Banking and Trust Company (the "Refunded 2018 Contract "), the proceeds of which were used to finance the Ogden Fire Station and the Pine Valley Branch Library; 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; (2) the cost of refunding of all or any portion of the Bonds then Outstanding (as defined therein) or any other installment financing obligations of the County, provided such a refunding does not result in a reduction in the bond rating assigned to the Outstanding Bonds by Moody's or S &P (each as defined therein), and (3) the Costs of Delivery (as defined therein) relating to the execution, delivery and sale of the Additional Bonds; WHEREAS, to pay (1) the cost of acquiring, constructing, renovating and equipping facilities and acquiring equipment and other capital assets for utilization by the County for public purposes and (2) the cost of refunding of all or any portion of installment financing obligations of the County, the County wishes to amend the Contract as permitted under Section 9.04 of the 2010 Indenture; NOW, THEREFORE, THIS AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT WITNESSETH. Section 1. Definitions. Capitalized, undefined terms used herein have the meaning assigned to them in the 2010 Contract, the 2010 Indenture, the Prior Amendments, the Prior Supplements, and the Third Supplement. In addition, the following words and terms used herein have the meanings set forth below: "First 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. "New Government Center" means the County's redeveloped government center complex to be constructed at 230 Government Center Drive, Wilmington, North Carolina that will house County offices, including an emergency operations and 911 center, and will be attached to a mixed use development. "Prior Amendments" means the First Amendment and the Second Amendment. "Prior Supplements" means the First Supplement and the Second Supplement. "Second Notice of Extension" means the Notice of Extension of Deed of Trust to Additional Property dated as of March 1, 2021 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 New Government Center. "Third Amendment" means this Amendment Number Three to the Installment Financing Contract dated as of March 1, 2021 between the Corporation and the County, and any amendments or supplements hereto, including the Payment Schedule attached hereto, amending the Contract. "Third Supplement" means Supplemental Indenture, Number 3 dated as of March 1, 2021, between the Corporation and the Trustee and any amendments or supplements thereto, supplementing and amending the 2010 Indenture. "2021 Projects" means, collectively, (1) acquisition, construction, and equipping of a 200 -bed long -term addiction treatment center to be located in the County known as the "Healing Place," (2) acquisition, construction, and equipping the New Government Center, (3) construction of stormwater management improvements, and (4) other miscellaneous capital improvements and the acquisition of certain equipment for both County and school purposes, all of which will become part of the Projects. Section 2. Amendments to the Contract. (a) The definitions of the following words in the Contract are replaced with the following definitions: "Contract" means, collectively, the 2010 Contract, the First Amendment, the Second Amendment, and the Third Amendment. "Deed of Trust" means, collectively, the 2010 Deed of Trust, the First Notice of Extension, and the Second Notice of Extension. "Projects" means, collectively, (1) projects refinanced with the proceeds of the 2010 Bonds and the 2012 Bonds, (2) the 2020A Projects, and (3) the 2021 Projects. "Purchase Price" means the amount of $[ 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. (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 February 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 February 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 2020A Bonds on any date on or after February 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 2020A Bonds plus accrued interest to the prepayment date. (d) [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 2021 Bonds on any date on or after August 1, 20—, 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 2021 Bonds plus accrued interest to the prepayment date.] (e) 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) Section 4.1 of the Contract is hereby replaced in its entirety by the following: "Section 4.1. 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 2020A Bonds Account of the Acquisition and Construction Fund on completion of the 2020A Projects, the Trustee shall dispose of such funds as provided in Section 4.3 of the Second Supplement. To the extent any funds remain in the 2021 Bonds Account of the Acquisition and Construction Fund on completion of the 2021 Projects, the Trustee shall dispose of such funds as provided in Section 4.3 of the Second Supplement." (d) 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. The Corporation will cause the proceeds from the 2021 Bonds to be applied and deposited as set forth in Section 4.2 of the Third Supplement. The Trustee shall disburse money held in the 2021 Bonds Account of the Acquisition and Construction Fund to pay Costs of Acquisition and Construction relating to the 2021 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 Third Amendment, the County agrees to make all Installment Payments in the amounts and at the times shown in the Payment Schedule attached hereto. Section S. Continuing Disclosure Obligation. With respect to the 2021 Bonds, the County agrees, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC"), to provide: (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, to the Municipal Securities Rulemaking Board (the "MSRB "), the audited financial statements of the County for such Fiscal Year, if available, prepared in accordance with Section 159 -34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the County for such Fiscal Year to be replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; (2) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, to the MSRB, the financial and statistical data as of a date not earlier than the end of such 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 February 18, 2021 with respect to the 2021 Bonds (excluding, in each case, any information on overlapping or underlying units), to the extent such items are not included in the audited financial statements referred to in (1) above; (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 2021 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 2021 Bonds, or other material events affecting the tax status of the 2021 Bonds; (g) modification of the rights of the Beneficial Owners of the 2021 Bonds, if material; offers; (h) call of any of the 2021 Bonds, if material, and tender (i) defeasance of any of the 2021 Bonds; 0) release, substitution or sale of any property securing repayment of the 2021 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 County, 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 the Rule. 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 2021 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 2021 Bonds. The County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County, but: (1) Any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, would have complied with the requirements of the Rule as of the date of the Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; 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 2021 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 2021 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 Third Amendment as if made on the date of the execution and delivery of this Third 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 Third Amendment as if made on the date of the execution and delivery of this Third 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. 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 2021 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 2021 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 Tax Certificate with respect to the 2021 Bonds. [SIGNATURES BEGIN ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Corporation and the County have caused this Third 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 NEW HANOVER COUNTY FINANCING CORPORATION C Julia Olson- Boseman President [SIGNATURES CONTINUED ON FOLLOWING PAGES] [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] COUNTY OF NEW HANOVER, NORTH CAROLINA [SEAL] M Attest: Kym Crowell Clerk to the Board of County Commissioners Chris Coudriet County Manager [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER THREE 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 0 Shawna L. Hale Vice President [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] 10 [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER THREE 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. Sharon Edmundson Secretary of the Local Government Commission 11 INSTALLMENT PAYMENT SCHEDULE - 2010 BONDS PS -1 PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 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 $8,670,000.00 $775,000.00 $9,445,500.00 PS -1 INSTALLMENT PAYMENT SCHEDULE - 2012 BONDS PS -2 PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 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 $7,460,000.00 $1,318,850.00 $8,778,850.00 PS -2 DATE. 08/01/2021 02/01/2022 08/01/2022 02/01/2023 08/01/2023 02/01/2024 08/01/2024 02/01/2025 08/01/2025 02/01/2026 08/01/2026 02/01/2027 08/01/2027 02/01/2028 08/01/2028 02/01/2029 08/01/2029 02/01/2030 08/01/2030 02/01/2031 08/01/2031 02/01/2032 08/01/2032 02/01/2033 08/01/2033 02/01/2034 08/01/2034 02/01/2035 08/01/2035 02/01/2036 08/01/2036 02/01 /2037 08/01 /2037 02/01/2038 08/01/2038 02/01/2039 08/01/2039 02/01/2040 INSTALLMENT PAYMENT SCHEDULE - 2020A BONDS INSTALLMENT PAYMENT PRINCIPAL COMPONENT $ 3,935,000 3,930,000 3,445,000 3,445,000 3,105,000 3,105,000 1,280,000 1,280,000 1,275,000 850,000 850,000 850,000 850,000 850,000 850,000 845,000 845,000 845,000 845,000 $ 33,280,000 INSTALLMENT PAYMENT INTEREST COMPONENT $ 688,250.00 688,250.00 609,550.00 609,550.00 530,950.00 530,950.00 462,050.00 462,050.00 393,150.00 393,150.00 315,525.00 315,525.00 237,900.00 237,900.00 205,900.00 205,900.00 193,100.00 193,100.00 161,225.00 161,225.00 139,975.00 139,975.00 118,725.00 118,725.00 97,475.00 97,475.00 80,475.00 80,475.00 63,475.00 63,475.00 46,475.00 46,475.00 29,575.00 29,575.00 20,068.75 20,068.75 10,034.38 10,034.38 $ 8,807,756.26 PS -3 TOTAL INSTALLMENT PAYMENT $ 688,250.00 4,623,250.00 609,550.00 4,539,550.00 530,950.00 3,975,950.00 462,050.00 3,907,050.00 393,150.00 3,498,150.00 315,525.00 3,420,525.00 237,900.00 1,517,900.00 205,900.00 1,485,900.00 193,100.00 1,468,100.00 161,225.00 1,011,225.00 139,975.00 989,975.00 118,725.00 968,725.00 97,475.00 947,475.00 80,475.00 930,475.00 63,475.00 913,475.00 46,475.00 891,475.00 29,575.00 874,575.00 20,068.75 865,068.75 10,034.38 855,034.38 $ 42,087,756.26 INSTALLMENT PAYMENT SCHEDULE - 2021 BONDS [TO UPDATE AT PRICING] INSTALLMENT INSTALLMENT TOTAL PAYMENT PRINCIPAL PAYMENT INTEREST INSTALLMENT DATE COMPONENT COMPONENT PAYMENT 08/01/2021 02/01/2022 08/01/2022 02/01/2023 08/01/2023 02/01/2024 08/01/2024 02/01/2025 08/01/2025 02/01/2026 08/01/2026 02/01/2027 08/01/2027 02/01/2028 08/01/2028 02/01/2029 08/01/2029 02/01/2030 08/01/2030 02/01/2031 08/01/2031 02/01/2032 08/01/2032 02/01/2033 08/01/2033 02/01/2034 08/01/2034 02/01/2035 08/01/2035 02/01/2036 08/01/2036 02/01 /2037 08/01 /2037 02/01/2038 08/01/2038 02/01/2039 08/01/2039 02/01/2040 PS -4 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 [2020A/2021 ] 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 ") /Amendment Number Three to the Installment Financing Contract dated as of March 1, 2021 (the "Three Amendment"), amending an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract "), as previously amended, each between the Corporation and the County of New Hanover, North Carolina (the "County"), you are hereby directed to disburse from the [2020A/2021] Bonds Account of the Acquisition and Construction Fund referred to in the Indenture (the "[2020AI2021] Bonds Account ") the amount indicated below. The undersigned hereby certifies: 1. This is requisition number from the [2020A/2021 ] Bonds Account. 2. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: 3. The amount to be disbursed is $ The purpose of the disbursement is to 5. The disbursement herein requested is for an obligation properly incurred, is a proper charge against the [2020A/2021 ] Bonds Account and has not been the basis of any previous disbursement. Dated this _ day of , 20_ COUNTY OF NEW HANOVER, NORTH CAROLINA i County Representative A -1 Exhibi Book ik� Page 23 10 G PARKER POE DRAFT 12/28/2020 AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT THIS AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT dated as of March 1, 2021, 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 Amendment Number Two to the Contract dated as of February 1, 2020 (the "Second Amendment" and together with the 2010 Contract, the First Amendment, and this Third 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),(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), and (3) Limited Obligation Bonds, Series 2020A, Evidencing Proportionate Undivided Interests in Rights to Receive Certain Revenues under the Contract in the aggregate principal amount of $37,210,000, under Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement" and together with the First Supplement, the "Prior Supplements ") in order to finance the 2020A Projects (as defined in the Second Amendment); WHEREAS, the County has determined that it is in its best interest to pay the capital costs of (1) (a) acquisition, construction, and equipping of a 200 -bed long -term addiction treatment center to be located in the County known as the "Healing Place," (b) acquisition, construction, and equipping of a new government center complex for the County (the "New Government Center "), (c) construction of stormwater management improvements, and (d) other miscellaneous capital improvements and the acquisition of certain equipment for both County and school purposes (collectively, the "2021 Projects ") and (2) refinancing its obligations related to a Financing Agreement and Deed of Trust dated as of February 9, 2018 between the County and Branch Banking and Trust Company (the "Refunded 2018 Contract "), the proceeds of which were used to finance the Ogden Fire Station and the Pine Valley Branch Library; 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; (2) the cost of refunding of all or any portion of the Bonds then Outstanding (as defined therein) or any other installment financing obligations of the County, provided such a refunding does not result in a reduction in the bond rating assigned to the Outstanding Bonds by Moody's or S &P (each as defined therein), and (3) the Costs of Delivery (as defined therein) relating to the execution, delivery and sale of the Additional Bonds; WHEREAS, to pay (1) the cost of acquiring, constructing, renovating and equipping facilities and acquiring equipment and other capital assets for utilization by the County for public purposes and (2) the cost of refunding of all or any portion of installment financing obligations of the County, the County wishes to amend the Contract as permitted under Section 9.04 of the 2010 Indenture; NOW, THEREFORE, THIS AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT WITNESSETH. Section 1. Definitions. Capitalized, undefined terms used herein have the meaning assigned to them in the 2010 Contract, the 2010 Indenture, the Prior Amendments, the Prior Supplements, and the Third Supplement. In addition, the following words and terms used herein have the meanings set forth below: "First 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. "New Government Center" means the County's redeveloped government center complex to be constructed at 230 Government Center Drive, Wilmington, North Carolina that will house County offices, including an emergency operations and 911 center, and will be attached to a mixed use development. "Prior Amendments" means the First Amendment and the Second Amendment. "Prior Supplements" means the First Supplement and the Second Supplement. "Second Notice of Extension" means the Notice of Extension of Deed of Trust to Additional Property dated as of March 1, 2021 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 New Government Center. "Third Amendment' ' means this Amendment Number Three to the Installment Financing Contract dated as of March 1, 2021 between the Corporation and the County, and any amendments or supplements hereto, including the Payment Schedule attached hereto, amending the Contract. "Third Supplement" means Supplemental Indenture, Number 3 dated as of March 1, 2021, between the Corporation and the Trustee and any amendments or supplements thereto, supplementing and amending the 2010 Indenture. "2021 Projects" means, collectively, (1) acquisition, construction, and equipping of a 200 -bed long -term addiction treatment center to be located in the County known as the "Healing Place," (2) acquisition, construction, and equipping the New Government Center, (3) construction of stormwater management improvements, and (4) other miscellaneous capital improvements and the acquisition of certain equipment for both County and school purposes, all of which will become part of the Projects. Section 2. Amendments to the Contract. (a) The definitions of the following words in the Contract are replaced with the following definitions: "Contract" means, collectively, the 2010 Contract, the First Amendment, the Second Amendment, and the Third Amendment. "Deed of Trust" means, collectively, the 2010 Deed of Trust, the First Notice of Extension, and the Second Notice of Extension. "Projects" means, collectively, (1) projects refinanced with the proceeds of the 2010 Bonds and the 2012 Bonds, (2) the 2020A Projects, and (3) the 2021 Projects. "Purchase Price" means the amount of $[ 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. (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 February 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 February 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 2020A Bonds on any date on or after February 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 2020A Bonds plus accrued interest to the prepayment date. (d) [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 2021 Bonds on any date on or after August 1, 20—, 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 2021 Bonds plus accrued interest to the prepayment date.] 3 (e) 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) Section 4.1 of the Contract is hereby replaced in its entirety by the following: "Section 4.1. 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 2020A Bonds Account of the Acquisition and Construction Fund on completion of the 2020A Projects, the Trustee shall dispose of such funds as provided in Section 4.3 of the Second Supplement. To the extent any funds remain in the 2021 Bonds Account of the Acquisition and Construction Fund on completion of the 2021 Projects, the Trustee shall dispose of such funds as provided in Section 4.3 of the Second Supplement." (d) 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. The Corporation will cause the proceeds from the 2021 Bonds to be applied and deposited as set forth in Section 4.2 of the Third Supplement. The Trustee shall disburse money held in the 2021 Bonds Account of the Acquisition and Construction Fund to pay Costs of Acquisition and Construction relating to the 2021 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 Third 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 2021 Bonds, the County agrees, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC"), to provide: (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, to the Municipal Securities Rulemaking Board (the "MSRB "), the audited financial statements of the County for such Fiscal Year, if available, prepared in accordance with Section 159 -34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the County for such Fiscal Year to be replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; (2) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, to the MSRB, the financial and statistical data as of a date not earlier than the end of such 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 4 February 18, 2021 with respect to the 2021 Bonds (excluding, in each case, any information on overlapping or underlying units), to the extent such items are not included in the audited financial statements referred to in (1) above; (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 2021 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 2021 Bonds, or other material events affecting the tax status of the 2021 Bonds; (g) modification of the rights of the Beneficial Owners of the 2021 Bonds, if material; offers; (h) call of any of the 2021 Bonds, if material, and tender (i) defeasance of any of the 2021 Bonds; 0) release, substitution or sale of any property securing repayment of the 2021 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 County, 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 the Rule. 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 2021 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 2021 Bonds. The County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County, but: (1) Any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, would have complied with the requirements of the Rule as of the date of the Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; 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 2021 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. M 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 2021 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 Third Amendment as if made on the date of the execution and delivery of this Third 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 Third Amendment as if made on the date of the execution and delivery of this Third 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. 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 2021 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 2021 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 Tax Certificate with respect to the 2021 Bonds. [SIGNATURES BEGIN ON FOLLOWING PAGE] 7 IN WITNESS WHEREOF, the Corporation and the County have caused this Third 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 NEW HANOVER COUNTY FINANCING CORPORATION Julia Olson - Boseman President [SIGNATURES CONTINUED ON FOLLOWING PAGES] [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO THE INSTALLMENT FINANCING CONTRACT BETWEEN NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] COUNTY OF NEW HANOVER, NORTH CAROLINA [SEAL] IN Attest: Kym Crowell Clerk to the Board of County Commissioners Chris Coudriet County Manager [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER THREE 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] 10 [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER THREE 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. Sharon Edmundson Secretary of the Local Government Commission 11 INSTALLMENT PAYMENT SCHEDULE - 2010 BONDS PS -1 TOTAL PAYMENT $ 216,750.00 4,051,750.00 120,875.00 3,955,875.00 25,000.00 360,000.00 16,625.00 351,625.00 8,250.00 338,250.00 $9,445,500.00 PRINCIPAL INTEREST DATE COMPONENT COMPONENT 06/01/2021 - $ 216,750.00 12/01/2021 $ 3,835,000.00 216,750.00 06/01/2022 - 120,875.00 12/01/2022 3,835,000.00 120,875.00 06/01/2023 - 25,000.00 12/01/2023 335,000.00 25,000.00 06/01/2024 - 16,625.00 12/01/2024 335,000.00 16,625.00 06/01/2025 - 8,250.00 12/01/2025 330,000.00 8,250.00 $8,670,000.00 $775,000.00 PS -1 TOTAL PAYMENT $ 216,750.00 4,051,750.00 120,875.00 3,955,875.00 25,000.00 360,000.00 16,625.00 351,625.00 8,250.00 338,250.00 $9,445,500.00 INSTALLMENT PAYMENT SCHEDULE - 2012 BONDS PS -2 PRINCIPAL INTEREST DATE COMPONENT COMPONENT TOTAL PAYMENT 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 $7,460,000.00 $1,318,850.00 $8,778,850.00 PS -2 INSTALLMENT PAYMENT SCHEDULE - 2020A BONDS DATE INSTALLMENT PAYMENT PRINCIPAL COMPONENT INSTALLMENT PAYMENT INTEREST COMPONENT TOTAL INSTALLMENT PAYMENT 08/01/2021 - $ 688,250.00 $ 688,250.00 02/01/2022 $ 3,935,000 688,250.00 4,623,250.00 08/01/2022 - 609,550.00 609,550.00 02/01/2023 3,930,000 609,550.00 4,539,550.00 08/01/2023 - 530,950.00 530,950.00 02/01/2024 3,445,000 530,950.00 3,975,950.00 08/01/2024 - 462,050.00 462,050.00 02/01/2025 3,445,000 462,050.00 3,907,050.00 08/01/2025 - 393,150.00 393,150.00 02/01/2026 3,105,000 393,150.00 3,498,150.00 08/01/2026 - 315,525.00 315,525.00 02/01/2027 3,105,000 315,525.00 3,420,525.00 08/01/2027 - 237,900.00 237,900.00 02/01/2028 1,280,000 237,900.00 1,517,900.00 08/01/2028 - 205,900.00 205,900.00 02/01/2029 1,280,000 205,900.00 1,485,900.00 08/01/2029 - 193,100.00 193,100.00 02/01/2030 1,275,000 193,100.00 1,468,100.00 08/01/2030 - 161,225.00 161,225.00 02/01/2031 850,000 161,225.00 1,011,225.00 08/01/2031 - 139,975.00 139,975.00 02/01/2032 850,000 139,975.00 989,975.00 08/01 /2032 - 118,725.00 118,725.00 02/01/2033 850,000 118,725.00 968,725.00 08/01/2033 - 97,475.00 97,475.00 02/01/2034 850,000 97,475.00 947,475.00 08/01/2034 - 80,475.00 80,475.00 02/01/2035 850,000 80,475.00 930,475.00 08/01/2035 - 63,475.00 63,475.00 02/01/2036 850,000 63,475.00 913,475.00 08/01/2036 - 46,475.00 46,475.00 02/01/2037 845,000 46,475.00 891,475.00 08/01/2037 - 29,575.00 29,575.00 02/01/2038 845,000 29,575.00 874,575.00 08/01/2038 - 20,068.75 20,068.75 02/01/2039 845,000 20,068.75 865,068.75 08/01/2039 - 10,034.38 10,034.38 02/01/2040 845,000 10,034.38 855,034.38 $ 33,280,000 $ 8,807,756.26 $ 42,087,756.26 PS -3 INSTALLMENT PAYMENT SCHEDULE - 2021 BONDS [TO UPDATE AT PRICING] INSTALLMENT INSTALLMENT PAYMENT PRINCIPAL PAYMENT INTEREST DATE COMPONENT COMPONENT 08/01/2021 02/01/2022 08/01/2022 02/01/2023 08/01/2023 02/01/2024 08/01/2024 02/01/2025 08/01/2025 02/01/2026 08/01/2026 02/01/2027 08/01/2027 02/01/2028 08/01/2028 02/01/2029 08/01/2029 02/01/2030 08/01/2030 02/01/2031 08/01/2031 02/01/2032 08/01/2032 02/01/2033 08/01/2033 02/01/2034 08/01/2034 02/01/2035 08/01/2035 02/01/2036 08/01/2036 02/01 /2037 08/01 /2037 02/01/2038 08/01/2038 02/01/2039 08/01/2039 02/01/2040 PS -4 TOTAL INSTALLMENT PAYMENT 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 [2020A/202I ] 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") /Amendment Number Three to the Installment Financing Contract dated as of March 1, 2021 (the "Three Amendment"), amending an Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract "), as previously amended, each between the Corporation and the County of New Hanover, North Carolina (the "County "), you are hereby directed to disburse from the [2020A/2021] Bonds Account of the Acquisition and Construction Fund referred to in the Indenture (the "[2020AI2021] Bonds Account ") the amount indicated below. The undersigned hereby certifies: This is requisition number from the [2020A/2021 ] Bonds Account. 2. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: 3. The amount to be disbursed is $ The purpose of the disbursement is to 5. The disbursement herein requested is for an obligation properly incurred, is a proper charge against the [2020A/2021 ] Bonds Account and has not been the basis of any previous disbursement. Dated this _ day of , 20_ COUNTY OF NEW HANOVER, NORTH CAROLINA By: County Representative A -1 Exhibit Draft # ;00k Page December 11, 2 CONTRACT OF PURCHASE February _, 2021 New Hanover County Financing Corporation Wilmington, North Carolina Limited Obligation Bonds, Series 2021 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 Underwriters named below (collectively, the "Underwriters "), offer 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 Underwriters of the Limited Obligation Bonds, Series 2021 (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, Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment ") and Amendment Number Three to an Installment Financing Contract dated as of March 21, (the "Third Amendment," and together with the 2010 Contract, the First Amendment and the Second Amendment, the "Contract "), each 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 Underwriters 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 Underwriters. If the foregoing conditions are not satisfied as provided above, this offer is subject to withdrawal by the Underwriters 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 February , 2021. 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 Underwriters hereby agree to purchase from the Corporation, and the Corporation hereby agrees to sell to the Underwriters, all (but not less than all) of $ aggregate principal amount of the Bonds at the purchase price (the "Purchase Price ") of $ (equal to the par amount of the Bonds less an Underwriters' 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 I dated as of September 1, 2012 (the "First Supplement "), Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement ") and Supplemental Indenture, Number 3 dated as of March 1, 2021 (the "Third Supplement, ") and together with the 2010 Indenture, the First Supplement and the Second Supplement, 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 (a) pay the capital costs of (1) acquisition, construction and equipping of a 200 -bed addiction treatment center, (2) acquisition, construction and equipping o of a new government center complex for the County (the "New Government Center "), (3) construction of storm water management improvements within the County and (4) other miscellaneous capital improvement and the acquisition of certain equipment for both County and school purposes, including public safety (collectively, the "2021 Projects "), and (b) refund an installment purchase financing of a County fire station and a County public library. 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 "), under a Notice of Extension of Deed of Trust to Additional Property dated as of February 1, 2020 (the "2020 Notice of Extension ") for a juvenile justice facility (the "Juvenile Justice Facility") and a Notice of Extension of Deed of Trust to Additional Property dated as of March 1, 2021 (the "2021 Notice of Extension," and together with the 2010 Deed of Trust and the 2020 Notice of Extension, the "Deed of Trust. ") The Deed of Trust grants, among other things, a lien of record on the Judicial Center, the Juvenile Justice Facility and the New Government Center and real property related thereto (the "Mortgaged Property"). The Underwriters agree 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 Underwriters, however, reserve the right to change such initial offering prices or yields as the Underwriters deem 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 Underwriters) and others at prices lower than the initial offering prices or yields set forth in the Final Official Statement. The Underwriters also reserve 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 Underwriters will provide to Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina ( "Bond Counsel") and others such evidence of the initial public sale price of the Bonds as the Corporation or the County may request and will supplement such information as may be necessary to continue its accuracy. The Underwriters represent and warrant 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 Underwriters; Establishment of Issue Price. PNC Capital Markets LLC, as representative (the "Representative ") of the Underwriters, 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 Underwriters, provided that any such action by the Underwriters shall not impose any obligation or liability upon them other than as may arise as expressly set forth in this Purchase Contract. (a) The Representative, on behalf of the Underwriters, 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 Representative, the County and 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 Representative shall report to the County the price or prices at which the Underwriters have 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 Underwriters agree to promptly report to the County the prices at which Bonds of that maturity have been sold by the Underwriters 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 Representative'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.] 3 [Schedule [I] and subsection (c) shall apply only if the Representative agrees to apply the hold - the - offering -price rule, as described below.] (c) [The Representative confirms that the Underwriters offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price "), 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 Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the County and the Representative 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 Representative 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 Representative 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 (5th) business day after the sale date.] (d) The Representative confirms that: (i) any agreement among underwriters, any selling group agreement and each third - party distribution agreement (to which the Representative 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 Underwriters, 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 Representative 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 Representative, and (ii) to comply with the hold - the - offering -price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires, (B) to promptly notify the Representative 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 4 (C) to acknowledge that, unless otherwise advised by the Underwriters, dealer or broker - dealer, the Representative shall assume that each order submitted by the Underwriters, 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 language obligating each Underwriter or dealer that is a party to a third -party 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 Representative or such 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 Representative or such Underwriter or dealer, and (B) comply with the hold- the - offering -price rule, if applicable, if and for so long as directed by the Representative or 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 Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing the 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 the issue price of the Bonds, including, but not limited to, its agreement to comply with the with the hold - the - offering -price rule, if applicable to the Bonds, as set forth in the selling group agreement and the related pricing wires and (iii) in the event a third -party distribution agreement 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 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 each Underwriter shall not be liable for the failure 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 Underwriters acknowledge 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 5 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 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 Statement. (a) The Corporation agrees to cause the County to deliver to the Underwriters, at such addresses as the Underwriters shall specify, as many copies of the final Official Statement dated February _, 2021 relating to the Bonds (the "Final Official Statement') as the Underwriters 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 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 Underwriters represent that a copy of the Official Statement in word searchable form will be electronically delivered before the "end of the underwriting period," as defined below with the Municipal Securities Rulemaking Board at www.MSRB.org/msrbI/control/default.asp (b) The Corporation will take all actions and provide all information reasonably requested by the Underwriters 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 Underwriters (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 0 event or fact the Corporation has actual knowledge which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Corporation will promptly notify the Underwriters, and, if in the opinion of the Underwriters, 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 Underwriters, 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 Underwriters 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 Underwriters, 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 February _, 2021 (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"), and to consent to their distribution and use by the Underwriters. 4. Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Underwriters 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 Underwriters, 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 Underwriters and their 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 Underwriters may reasonably request and authorize the Underwriters 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; 7 (d) the execution and delivery by the Corporation of this Purchase Contract, the Indenture and the Contract (collectively, the "Corporation Documents "), and the delivery of the Final Official Statement were duly approved by the Corporation's Board of Directors in complete conformity with the Articles of Incorporation and the Bylaws of the Corporation and North Carolina law; (e) the approval, execution and delivery of the Corporation Documents and compliance with the provisions thereof and hereof under the circumstances contemplated thereby and hereby and the approval of the Final Official Statement, do not and will not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the Corporation (except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the Corporation is a party except as described in the Final Official Statement, or conflict with or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the Corporation is subject; (f) there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened (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 Underwriters will be deemed to be a representation and warranty by the Corporation to the Underwriters 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 8 interests in the Corporation's rights to receive certain Revenues pursuant to the Contract enforceable in accordance with their terms. 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 March 4, 2021, 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 Underwriters, 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 Underwriters have requested in writing not less than two business days before the Closing Date, together with the other documents hereinafter mentioned; and the Underwriters 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 Underwriters have the right to cancel their 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 0 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; (b) there shall occur any event, which in the reasonable judgment of the Underwriters (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 Underwriters, the market price or marketability of the Bonds or the ability of the Underwriters 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 Underwriters, makes it impracticable for the Underwriters 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 Underwriters 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. 10 8. Conditions to Obligations of the Underwriters. The obligation of the Underwriters to purchase the Bonds is subject: (a) to the performance by the Corporation of its obligations to be performed hereunder at and before the Closing; (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 Underwriters and Holland & Knight LLP, their 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 Underwriters; (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 Underwriters 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 Underwriters and dated the Closing Date, in substantially the form attached hereto as Exhibit B; 11 (3) an opinion of the County Attorney, dated the Closing Date, addressed to the Underwriters, in substantially the form attached hereto as Exhibit C; (4) an opinion of counsel to the Corporation, dated the Closing Date, addressed to the Underwriters, in substantially the form attached hereto as Exhibit D; (5) an opinion of Holland & Knight LLP, counsel to the Underwriters, 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 Underwriters and its counsel, of the President or any duly authorized officer or official of the Corporation satisfactory to the Underwriters and their 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 Underwriters and their 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 (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 Underwriters 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 2021 Notice of Extension has been duly recorded and extended the 2010 Deed of Trust; (18) a certificate, in form and substance satisfactory to the Underwriters and their counsel, of a duly authorized officer or official of the Trustee satisfactory to the Underwriters and their 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; and (19) such additional legal opinions, certificates, proceedings, instruments and other documents as counsel to the Underwriters, 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 Underwriters have 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 Underwriters, the Underwriters' 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 Underwriters' 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 Underwriters' obligation and, except as otherwise provided in this Purchase Contract, the obligations of the Corporation and the County will be immediately discharged, and the Underwriters may terminate this Purchase Contract at any time. If, however, the Corporation is unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Contract, or if the obligations of the Underwriters 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 Underwriters 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 Underwriters and counsel to the Underwriters, they are satisfactory in form and substance. The Underwriters 13 hereby expressly reserve 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 Underwriters of their 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 Underwriters, and shall survive the Closing. The obligations of the Corporation under Section 11 shall survive any termination of this Purchase Contract by the Underwriters 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 Underwriters' 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 Underwriters for actual expenses incurred or paid for by the Underwriters 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 Underwriters' discount or direct reimbursement as a cost of issuance. In the event the County will reimburse the Underwriters 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. 14 The Underwriters 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 Underwriters' counsel. The Corporation shall not be liable for payment of any of the above expenses, fees or disbursements, nor any other expenses, fees or disbursements which are charged or shall arise as a result of the delivery of the Bonds. 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 Underwriters 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, 301 Fayetteville Street, Suite 1400, Raleigh, North Carolina 27601, Attention: Rebecca Joyner, Esq. 13. Benefits of Purchase Contract. This Purchase Contract is made solely for the benefit of the Underwriters 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 Underwriters. The approval of the Underwriters in connection with this Purchase Contract or any document contemplated by it will be in writing signed by the Underwriters 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 Underwriters. 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 15 counterparts, each of which is an original and all of which constitute but one and the same instrument. 20. E- Verify. The Underwriters understand 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 Underwriters use E- Verify to verify the work authorization of their employees in accordance with Section 64 -26(a) of the General Statutes of North Carolina, as amended. Any entity to which an of the Underwriters' 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 Underwriters in which the Underwriters are acting solely as principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Corporation or the County; (b) the Underwriters have 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 Underwriters or their 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 Underwriters have 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 Underwriters is to purchase the Bonds from the Corporation for resale to investors in an arm's length commercial transaction. The Underwriters have 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 Underwriters, (b) delivery of any payment by the Underwriters for the Bonds hereunder and (c) any termination of this Purchase Contract. [Remainder of page intentionally left blank) 16 Very truly yours, PNC CAPITAL MARKETS LLC and STIFEL, NICOLAUS & COMPANY INCORPORATED Accepted and confirmed as of the date first above written: BY: PNC CAPITAL MARKETS LLC, AS REPRESENTATIVE David G. Fischer, Managing Director NEW HANOVER COUNTY FINANCING CORPORATION President [SIGNATURE PAGE FOR CONTRACT OF PURCHASE RELATING TO LIMITED OBLIGATION BONDS, SERIES 2021 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 EXHIBIT A LETTER OF REPRESENTATION February _, 2021 PNC Capital Markets LLC. Charlotte, North Carolina Stifel, Nicolaus & Company, Incorporated Charlotte, North Carolina Limited Obligation Bonds, Series 2021 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 and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters ") 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, Series 2021 (the "Bonds "). Pursuant to the Purchase Contract, the Underwriters have agreed to purchase from the Corporation, and the Corporation has agreed to sell to the Underwriters 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 Underwriters, 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 February _, 2021 (the "Preliminary Official Statement') and hereby authorizes and approves the final Official Statement dated February _, 2021 (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 Underwriters. The County agrees to deliver to the Underwriters, at such addresses as the Underwriters shall specify, as many copies of the Final Official Statement as the Underwriters 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- A -1 32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County agrees to deliver such Final Official Statements within seven business days after the execution hereof. The County will take all actions and provide all information reasonably requested by the Underwriters 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 Underwriters (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 Underwriters, and, if in the opinion of the Underwriters, 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 Underwriters. 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 Underwriters 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 Underwriters 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 Underwriters 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, 2020, included in Appendix B to the Official Statement, presents fairly the financial position of the County for the period specified, and such financial report and statements have been A -2 prepared in conformity with generally accepted accounting principles consistently applied in all material respects, except as otherwise stated in the notes thereto; (d) other than as set forth in or contemplated by the Official Statement, since June 30, 2020, 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 2021 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 A -3 with the passage of time or the giving of notice, or both, would constitute an event of default as defined in the Contract; 0) the County will furnish such information and will cooperate with the Underwriters in taking such actions as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of any state and other jurisdictions of the United States which the Underwriters may designate; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (k) the County will take all action and provide all information required to be taken or provided by the Corporation under the Purchase Contract in connection with the preparation and distribution of the Official Statement, and the terms and conditions of the Purchase Contract relating to such preparation and distribution, including without limitation the provisions of Section 3 thereof, are incorporated by reference in this Letter of Representation, mutatis mutandis; (1) on the Closing Date, the County Documents will have been duly authorized, executed and delivered and will constitute valid and binding obligations of the County enforceable in accordance with their terms (except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights); (m) if, at any time prior to the later of (i) receipt of notice from the Underwriters pursuant to Section 3(b) of the Purchase Contract that Official Statements are no longer required to be delivered under the Rule (as defined in the Purchase Contract) or (ii) 90 days after the Closing, any event occurs as a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the County shall promptly notify the Underwriters thereof in writing; provided, however, that the County shall have such obligations with respect to information in the Preliminary Official Statement and Final Official Statement concerning and supplied by the Corporation or the Underwriters only to the extent the County has actual knowledge or notice of any such event; any information supplied by the County for inclusion in any amendments or supplements to the Preliminary Official Statement or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the County or omit to state any material fact relating to the County necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the request of the Underwriters therefore, the County shall prepare and deliver to the Underwriters at the County's expense as many copies of an amendment or supplement which will correct any untrue statement or omission as the Underwriters may reasonably request; (n) in the Contract the County will covenant to comply with the information reporting requirements adopted by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board with respect to obligations such as the Bonds; and (o) any certificate signed by any official of the County and delivered to the Underwriters will be deemed to be a representation by the County to the Underwriters as to the statements made therein. A -4 Indemnification. (a) To the fullest extent permitted by applicable law, the County agrees to indemnify and hold harmless the Underwriters against any and all losses, damages, expenses (including reasonable legal and other fees and expenses), liabilities or claims (or actions in respect thereof), to which the Underwriters or the other persons described in subsection (b) of this Section may become subject under any federal or state securities laws or other statutory law or at common law or otherwise, caused by or arising out of or based upon any breach (or alleged breach) by the County of any of the covenants, representations or warranties herein or any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The indemnity provided under this Section will extend to the extent permitted by applicable law upon the same terms and conditions to each officer, director, employee or agent of the Underwriters, and each person, if any, who controls either of the Underwriters within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934. Such indemnity will also extend, without limitation, to any and all expenses whatsoever reasonably incurred by any indemnified party in connection with investigation, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect of, any such loss, damage, expense, liability, or claim (or action in respect thereof), whether or not resulting in any liability, and will include the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the County. (c) Within a reasonable time after an indemnified party under subsections (a) and (b) of this Section has been served with the summons or other first legal process or has received written notice of the threat of a claim in respect of which an indemnity may be claimed, such indemnified party must, if a claim for indemnity in respect thereof is to be made against the County under this Section, notify the County in writing of the commencement thereof; but the omission to so notify the County will not relieve it from any liability that it may have to any indemnified party other than pursuant to subsections (a) and (b) of this Section. The County will be entitled to participate at its own expense in the defense, and if the County so elects within a reasonable time after receipt of such notice, or if all indemnified parties seeking indemnification in such notice so direct, the County must, to the fullest extent permitted by applicable law, assume the defense of any suit brought to enforce any such claim, and such defense will be conducted by counsel chosen promptly by the County and reasonably satisfactory to the indemnified party; provided, however, that, if the defendants in any such action include such an indemnified party and the County, or include more than one indemnified party, and any such indemnified party has been advised by its counsel that there may be legal defenses available to such indemnified party that are different from or additional to those available to the County or another indemnified party, and that in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent such indemnified party and the County, or another defendant indemnified party, such indemnified party will have the right to employ separate counsel in such action (and the County will not be entitled to assume the defense thereof on behalf of such indemnified party), and in such event the A -5 reasonable fees and expenses of such counsel will, to the fullest extent permitted by applicable law, be borne by the County. Nothing contained in this subsection (c) will preclude any indemnified party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the County hereunder. (d) If the indemnification provided for in subsections (a) and (b) of this Section is unavailable to or insufficient to hold harmless and indemnify any indemnified party in respect of any losses, damages, expenses, liabilities, or claims (or actions in respect thereof) referred to therein, then the County, to the extent permitted by applicable law, on the one hand, and the Underwriters, on the other hand, will contribute to the amount paid or payable by the indemnified party as a result of such losses, damages, expenses, liability or claims (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the County on the one hand and the Underwriters on the other hand from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or if the indemnified party failed to give the notice required under the subsection (c) above, then the County, to the extent permitted by applicable law, on the one hand and the Underwriters on the other hand will contribute to such amount paid or payable by the indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the County on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, damages, expenses, liabilities or claims (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the County on the one hand and the Underwriters on the other hand will be deemed to be in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount payable to the Underwriters hereunder (i.e., the excess of the aggregate public offering price for the Bonds as set forth on the cover page of the Official Statement over the price to be paid by the Underwriters to the County upon delivery of the Bonds as specified in Section 1 of the Purchase Contract) bears to the aggregate public offering price as described above, and the County is responsible for the balance. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the County on the one hand or the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In the event the Underwriters have knowledge of a claim subject to the contribution provided by this subsection (d), the Underwriters agree within a reasonable time of obtaining such knowledge, to convey notice of such claim to the County. It is agreed and understood that if the Underwriters fail under the circumstances set forth in the preceding sentence, to convey the above referenced notice to the County, then the County will not be obligated to provide contribution pursuant to this subsection (d). The County and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by any method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, damages, expenses, liabilities or claims (or actions in respect thereof) referred to in this subsection (d) will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. A -6 (e) The indemnity and contribution provided by this Section will be in addition to any other liability that the County may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Underwriters and each director, officer, employee, agent, attorney and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person will acquire or have any right under or by virtue of such provisions of this Letter of Representation. 4. Survival of Representations, Warranties and Covenants. All representations, warranties and agreements in this Letter of Representation will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriters, (b) delivery of any payment by the Underwriters for the Bonds hereunder, and (c) any termination of the Purchase Contract. Binding on Successors and Assigns. This Letter of Representation will be binding upon the County and the successors and assigns of the County and inure solely to the benefit of the Underwriters and, to the extent set forth herein, any director, officer, employee, or agent of the Underwriters and, to the extent set forth herein, persons controlling the either of the Underwriters, and their respective personal representatives, successors and assigns, and no other person or firm or entity will acquire or have any right under or by virtue of this Letter of Representation. Acceptance of this Letter of Representation by the Underwriters is waived. COUNTY OF NEW HANOVER, NORTH CAROLINA M. Lisa Wurtzbacher, Chief Financial Officer A -7 EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL March , 2021 PNC Capital Markets LLC. Charlotte, North Carolina Stifel, Nicolaus & Company, Incorporated Charlotte, North Carolina Limited Obligation Bonds, Series 2021 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: We have acted as Bond Counsel to the County of New Hanover, North Carolina (the "County") in connection with the execution and delivery on the date hereof of the $ Limited Obligation Bonds, Series 2021 (the "Bonds "), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Installment Financing Contract dated as of June 1, 2010 (the "2010 Contract "), between the County and New Hanover County Financing Corporation (the "Corporation'), as amended by Amendment Number One to the Installment Financing Contract dated September 1, 2012 (the "First Amendment "), Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment ") and Amendment Number Three to an Installment Financing Contract dated as of March 1, 2021 (the "Third Amendment," and together with the 2010 Contract, the First Amendment and the Second Amendment, the "Contract "). The Bonds are being purchased today by PNC Capital Markets LLC and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters ") pursuant to a Contract of Purchase dated February _, 2021 (the "Purchase Contract "), between the Corporation and the Underwriters. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Purchase Contract. In our capacity as Bond Counsel, we have on this date delivered our principal opinion relating to the Contract and the Bonds and the legality of the authorization and execution and delivery thereof, the treatment as ordinary income for federal income tax purposes of the portion of the Installment Payments designated and paid as interest with respect to the Bonds and certain other matters, which opinion may be relied upon by you to the same extent as if addressed to you. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of various documents, certificates and opinions of counsel (including the opinion dated the date hereof of Wanda Copley, Esq., Wilmington, North Carolina, County Attorney) and the final Official Statement dated February _, 2021, with respect to the Bonds (the "Official Statement'), and have examined such other II-Ml documents, certificates, opinions of counsel, instruments and records, and have made such investigations of law, as we have deemed necessary and appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the County, the Corporation and others. On the basis of and in reliance upon the foregoing, we are of the opinion that : 1. The statements in the Official Statement on the cover page and under the headings "INTRODUCTION— SECURITY" and "- -THE 2021 BONDS," "SECURITY AND SOURCES OF PAYMENT OF 2021 BONDS" and "CONTINUING DISCLOSURE OBLIGATION" and in Appendix C - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," to the extent such statements purport to summarize certain terms of the Contract, the Deed of Trust, the Indenture and the Bonds, fairly and accurately summarize such terms. The statements contained in the Official Statement under the headings "INTRODUCTION- -TAX STATUS" and "TAX TREATMENT" present fairly and accurately the matters referred to therein. 2. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. This opinion is furnished to you solely for your benefit and may not be used, circulated, quoted or otherwise referred to without our prior written consent. Very truly yours, lim EXHIBIT C FORM OF OPINION OF COUNSEL FOR THE COUNTY [Letterhead of Wanda Copley, Esq., County Attorney] March , 2021 County of New Hanover, North Carolina PNC Capital Markets LLC Wilmington, North Carolina Charlotte, North Carolina New Hanover County Financing Corporation Wilmington, North Carolina Parker Poe Adams & Bernstein LLP Raleigh, North Carolina U.S. Bank National Association Charlotte, North Carolina Stifel, Nicolaus & Company, Incorporated Charlotte, North Carolina Limited Obligation Bonds, Series 2021 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 IIANOVER, NORTH CAROLINA Ladies and Gentlemen: I have acted as counsel to the County of New Hanover, North Carolina (the "County ") and have served in such capacity in connection with the execution and delivery of the Limited Obligation Bonds, Series 2021 (the "Bonds "), which are being purchased by PNC Capital Markets LLC and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters ") pursuant to the Contract of Purchase dated February _, 2021 (the "Purchase Agreement "), between New Hanover County Financing Corporation (the "Corporation ") and the Underwriters. All capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Purchase Agreement. This opinion letter is being delivered pursuant to Section 8(e)(iii)(3) of the Purchase Agreement. The Bonds are being 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, as trustee (the "Trustee ") as supplemented and amended by Supplemental Indenture Number 1 dated as September 1, 2012 (the "First Supplement "), Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement ") and Supplemental Indenture Number 3 dated as of March 12021 (the "Third Supplement," and together with the 2010 Indenture, the First Supplement and the Second Supplement, the "Indenture, ") between the Corporation and the Trustee. The proceeds derived from the sale of the Bonds will be advanced by the Corporation to the County pursuant to an Installment Financing Contract dated as of June 1, 2012 (the "2010 Contract ") between the Corporation and 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 Corporation and the County. The C -1 County's obligations under the Contract are secured by a Deed of Trust, Security Agreement and Fixture Filing dated as of June 1, 2010, as extended by that certain Notice of Extension of Deed of Trust to Additional Property given as of February 1, 2021 and that certain Notice of Extension of Deed of Trust to Additional Property given as of March 1, 2021 (collectively, the "Deed of Trust ") from the County to the deed of trust trustee named therein for the benefit of the Corporation. I have examined documents related to the transactions contemplated by the Indenture, the Contract, the Purchase Agreement, the Letter of Representation dated February 2021 delivered pursuant to the Purchase Contract (the "Letter of Representation "), and the Deed of Trust (the Contract, the Purchase Agreement, the Letter of Representation, the Deed of Trust and such other documents as applicable to the County are hereinafter collectively referred to as the "County Documents ", including documents and proceedings pertaining to the Resolution of the County (the "Resolution ") adopted at a meeting of the Board of Commissioners of the County on January 19, 2021, approving the transactions contemplated thereby. In connection with this opinion, I also have examined originals, or copies identified to my satisfaction, of such other documents, instruments, certificates and records as I have considered appropriate in order to render my opinions contained herein. Where I have considered it appropriate, as to certain facts I have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the County. In rendering the opinions set forth herein, I have assumed, among other things, the legal capacity of all natural persons, the genuineness of all signatures not signed in my presence, the authenticity of all documents submitted to me as originals, that all documents submitted to me as copies conform with the originals thereof, that the County Documents fully state the agreement between the County and the other parties thereto, and that the County Documents constitute the legal, valid and binding obligation of the parties thereto other than the County, enforceable in accordance with their respective terms. The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. I express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the County, the Bonds or both of them. Based upon and subject to the foregoing and the further limitations and qualifications hereinafter expressed, it is my opinion that: 1. The County is a political subdivision of State of North Carolina duly organized and existing under the constitution and laws of the State of North Carolina, and has the full legal right, power and authority to execute and deliver the County Documents and to perform all of the obligations thereunder and as contemplated thereby. C -2 2. The County Documents have each been duly authorized, executed and delivered by the County, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a valid and legally binding agreement of the County enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights heretofore or hereafter enacted or by equitable principles. 3. The County has duly approved the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriters in connection with the offering and sale of the Bonds. 4. All consents, approvals or authorizations of any governmental entity and all filings required on the part of the County in connection with the execution and delivery of the Bonds and the authorization, execution and delivery of the County Documents and the consummation of the transactions contemplated thereby have been obtained and are in full force and effect, except that I express no opinion as to any federal or state regulatory requirements of the Underwriters or any action required under federal or state securities or Blue Sky laws in connection with the offering and sale of the Bonds by the Underwriters. 5. To the best of my knowledge, the County is not in violation or breach of or in default under any applicable law or administrative regulation of the State of North Carolina or the United States or any applicable judgment or decree or administrative ruling or any agreement, resolution, certificate or other instrument to which the County is a party or is otherwise subject which violation, breach or default would in any way materially adversely affect the County's transactions contemplated by the County Documents or the execution and delivery of the Bonds, and, to the best of my knowledge, no event has occurred and is continuing which with the passage of time or giving of notice, or both, would constitute such a violation or breach thereof or default thereunder. 6. To the best of my knowledge, the execution and delivery of the County Documents by the County, and compliance with the provisions of each, do not and will not conflict with or constitute a breach or violation of or a default under any applicable law, rule or regulation of the United States or of the State of North Carolina or of any department, division, agency or instrumentality thereof having jurisdiction over the County or any applicable order, judgment or decree of any court of other governmental agency or body or any bond, note, loan agreement, resolution, certificate, agreement or other instrument to which the County is a party or by which it or its property is bound. 7. The Deed of Trust has been recorded in the Office of the Register of Deeds of New Hanover County. The recording of the Deed of Trust is effective and in accord with North Carolina law. The opinions expressed above are subject to the following qualifications and limitations: 1. Enforcement of the County Documents is subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors' rights generally. C -3 2. Enforcement of the County Documents is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) by which a court with proper jurisdiction may deny rights of specific performance, injunction, self -help, possessory remedies or other remedies. 3. Indemnification provisions in the County Documents are subject to and may be rendered unenforceable by applicable law or public policy, including applicable securities law. [Insert other appropriate exceptions, if any] I advise you that, to my knowledge, after reasonable investigation, there is no action, suit, proceeding or governmental investigation at law or in equity before or by any court, public board or body, pending of which the County has been served with a summons, summons and complaint or other notice of commencement, or threatened against the County, (a) to restrain or enjoin the execution or delivery of the Bonds, (b) challenging the validity of the Resolution, the County Documents, the Bonds or contesting the power and authority of the County to execute and deliver the County Documents or to consummate the transactions contemplated therein, or (c) adversely affecting the security for the Bonds. In addition, I advise you that I have participated in the preparation of the Official Statement and that nothing has come to my attention that would lead me to believe that the Official Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that I express no view about the information concerning the validity or tax status of the Bonds, The Depository Trust Company and the book - entry system for the Bonds, or about the financial and statistical data contained in the Official Statement); however, I have not independently verified the accuracy, completeness or fairness of any information provided to me by the County or any other person or the genuineness of any document provided to me by the County or any other person in connection with my participation in the preparation of the Official Statement. This opinion is rendered solely for your benefit in connection with the subject transaction and may not be relied upon by you or any other person for any other purposes without my prior written consent. Respectfully submitted, C -4 EXHIBIT D FORM OF OPINION OF COUNSEL FOR THE CORPORATION [Letterhead of Parker Poe Adams & Bernstein LLP, counsel for the Corporation] March , 2021 County of New Hanover, North Carolina Wilmington, North Carolina New Hanover County Financing Corporation Wilmington, North Carolina Stifel, Nicolaus & Company, Incorporated Charlotte, North Carolina PNC Capital Markets LLC Charlotte, North Carolina U.S. Bank National Association Charlotte, North Carolina Limited Obligation Bonds 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: We have acted as counsel to New Hanover County Financing Corporation (the "Corporation "), a nonprofit corporation organized under the Constitution and laws of the State of North Carolina, in connection with the execution and delivery by the Corporation of its (1) $ Limited Obligation Bonds, Series 2021 (the "Bonds "), (2) an Installment Financing Contract dated as of June 1, 2010, (the "2010 Contract "), between the County of New Hanover, North Carolina (the "County ") and the Corporation, as amended by Amendment Number One to the Installment Financing Contract dated as of September 1, 2012, Amendment Number Two to the Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment ") and Amendment Number Three to the Installment Financing Contract dated as of March 1, 2021 (the "Third Amendment," and together with the 2010 Contract, the "Contract "), each between the Corporation and the County, (3) 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 "), as supplemented and amended by Supplemental Indenture Number 1 dated as September 1, 2012, Supplemental Indenture Number 2 dated as of February 1, 2020 (the "Second Supplement ") and Supplemental Indenture Number 3 dated as of March 1, 2021 (the "Third Supplement," and together with the 2010 Indenture, the First Supplement and the Second Supplement, the "Indenture "), each between the Corporation and the Trustee and (4) the Contract of Purchase dated February _, 2021 (the "Purchase Agreement "), between the Corporation and PNC Capital Markets LLC and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters "). This opinion letter is delivered pursuant to Section 8(e)(iii)(4) of the Purchase Agreement. D -1 In such capacity, we have examined the following: (i) The statutes, public records, proceedings, resolutions and documents in connection with the organization of the Corporation which we consider necessary for the purpose of this opinion; (ii) Executed counterparts of the following documents (collectively, the "Corporation Documents "): (a) the Indenture, (b) the Contract, (c) the Bonds and (d) the Purchase Agreement; and (iii) The Preliminary Official Statement dated February _, 2021, and the Official Statement dated February _, 2021 (together, the "Official Statement ") used in connection with the sale of the Bonds. In connection with this opinion, we also have examined originals, or copies identified to our satisfaction, of such other documents, instruments, certificates and records as we have considered appropriate in order to render our opinions contained herein. Where we have considered it appropriate, as to certain facts we have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the Corporation. In rendering the opinions set forth herein, we have assumed, among other things, the legal capacity of all natural persons, the genuineness of all signatures not signed in our presence, the authenticity of all documents submitted to us as originals, that all documents submitted to us as copies conform with the originals thereof, that the Corporation Documents fully state the agreement between the Corporation and the other parties thereto, and that the Corporation Documents constitute the legal, valid and binding obligation of the parties thereto other than the Corporation, enforceable in accordance with their respective terms. The phrases "to our knowledge" and "known to us" mean conscious awareness of lawyers in the primary lawyer group of factual matters such lawyers recognize as being relevant to the opinion or confirmation so qualified. "Primary lawyer group" means any lawyer in this firm (i) who signs this opinion letter, (ii) who is actively involved in negotiating or documenting the execution and delivery of the Bonds or the Corporation Documents, or (iii) solely as to information relevant to a particular opinion or factual confirmation issue, who is primarily responsible for providing the response concerning the particular opinion or issue. The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Corporation, the Bonds or both of them. Based upon the foregoing examination, we are of the opinion, as of the date hereof and under existing law, that: D -2 1. Based solely on a certificate of existence with respect to the Corporation issued on February _, 2021 by the Secretary of State of North Carolina, the Corporation is a nonprofit corporation duly organized and validly existing in good standing under the laws of the State of North Carolina. The Corporation has full power and authority to enter into and perform its obligations under the Corporation Documents and to execute and deliver the Bonds. 2. Each of the Corporation Documents has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery thereof by the other parties thereto, each constitutes a valid and binding agreement of the Corporation enforceable in accordance with its terms, except that the enforceability of the Corporation Documents may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. 3. The Corporation has duly approved the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriters in connection with the offering and sale of the Bonds. 4. No further consent or approval of any governmental body is required to be obtained for the sale of the Bonds to the Underwriters or the execution and delivery of the Corporation Documents by the Corporation, except that we express no opinion as to any federal or state regulatory requirements of the Underwriters or any action required under federal or state securities or Blue Sky laws in connection with the offering and sale of the Bonds by the Underwriters. 5. The execution and delivery of the Corporation Documents by the Corporation, and compliance with the provisions thereof under the circumstances contemplated thereby, and the approval of the Preliminary Official Statement and the Official Statement, (a) are within the powers of the Corporation, (b) do not and will not conflict with the Corporation's articles of incorporation or bylaws, (c) to the best of our knowledge, do not and will not in any material respect conflict with, or constitute on the part of the Corporation a breach of or default under, any indenture, deed of trust, mortgage, agreement or other instrument to which the Corporation is a party, or conflict with, violate or result in a breach of any judgment, court order or consent decree to which the Corporation is subject and (d) to the best of our knowledge, do not and will not conflict with, violate or result in a breach of any existing law, public administrative rule or regulation to which the Corporation is subject. The opinions expressed above are subject to the following qualifications and limitations: 6. Enforcement of the Corporation Documents is subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors' rights generally. 7. Enforcement of the Corporation Documents is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) by which a court with proper jurisdiction may deny rights of specific performance, injunction, self -help, possessory remedies or other remedies. D -3 8. Indemnification provisions in the Corporation Documents are subject to and may be rendered unenforceable by applicable law or public policy, including applicable securities law. [Insert other appropriate exceptions, if any] To the best of our knowledge after reasonable investigation, the statements contained in the Official Statement under the headings entitled "THE CORPORATION" and "LEGAL MATTERS- LITIGATION" (with respect to the Corporation only) are true and correct and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in light of the circumstances in which they are made, not misleading. Except as disclosed in the Official Statement, to the best of our knowledge, there is no action, suit, proceeding or governmental investigation at law or in equity before, or by, any court, public board or body, pending of which the Corporation has been served with a summons and complaint or other notice of commencement, or threatened against or affecting the Corporation, challenging the validity of the Corporation Documents or contesting the power and authority of the Corporation to execute and deliver the Corporation Documents or to consummate the transactions contemplated therein. This opinion is delivered to you and for your benefit in connection with the above transaction; it may not be relied upon by you for any other purposes and may not be relied upon by, nor may copies be provided to, any other person, firm, corporation or other entity without our prior written consent. Very truly yours, D -4 EXHIBIT E [FORM OF ISSUE PRICE CERTIFICATE] Limited Obligation Bonds, Series 2021 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 HANOVER, NORTH CAROLINA ISSUE PRICE CERTIFICATE The undersigned, on behalf of PNC Capital Markets LLC (the "Representative "), on behalf of itself and the Underwriters for the above - captioned bonds (the "Bonds "), hereby certifies as set forth below with respect to the execution and delivery of the Bonds. 1. Sale of General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price set forth in Schedule A attached hereto. 2. Initial Offering Price of the Hold -the- Offering -Price Maturities. (a) The Representative offered the Hold -the- Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule B (the "Initial Offering Prices ") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule C. (b) As set forth in the Contract of Purchase, the Representative has agreed in writing that (i) for each of the Hold- the - Offering- Price - Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for each Maturity during the Holding Period for such Maturity (the "hold- the - offering- price - rule "), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -party distribution agreement shall contain the agreement of each broker - dealer who is a party to the third -party distribution agreement, to comply with the hold - the - offering -price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any of the Hold- the - Offering - Price- Maturities at a price higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. E -1 Defined Terms. (c) County means the County of New Hanover, North Carolina. (d) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (e) Hold -the- Offering -Price Maturities means those Maturities of the Bonds listed in Schedule B hereto as the "Hold- the - Offering -Price Maturities." (f) Holding Period means, with respect to a Hold- the - Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([ , 2021]), or (ii) the date on which the Underwriter has [first] sold at least 10% of such Hold - the- Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold - the - Offering -Price Maturity. (g) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (h) Public means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an Underwriter or a Related Party to an Underwriter. (i) Related Party means an entity that shares with another entity (I) more than 50% percent common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership of one corporation of another), (2) more than 50% common ownership of their capital interests or profits interests, if both parties are partnerships (including direct ownership by one partnership of another), or (3) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profits 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). (j) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is February _, 2021. (k) Underwriter means (i) 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 (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member E -2 of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriters' interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the County with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Parker Poe Adams & Bernstein LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038 -G, and other federal income tax advice it may give to the County from time to time relating to the Bonds. Dated: February , 2021 PNC CAPITAL MARKETS LLC, as Representative Name: E -3 SCHEDULE A Sale Prices of the General Rule Maturities Maturity Date Principal Amount (S) Initial Interest Rate ( %) Price (% of Par) E -4 SCHEDULE B Initial Offering Prices of Hold -the Offering -Price Maturities Maturity Date Principal Amount (S) Initial Interest Rate ( %) Price (% of Par) E -5 SCHEDULE C Pricing Wire or Equivalent E -6 480529473_v4 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 12/28/2020 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 March, 2021, 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 "), as supplemented by Supplemental Indenture, Number 1 dated as of September 1, 2012 (the "First Supplement "), Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement ") and Supplemental Indenture, Number 3 dated as of March 1, 2021 (the "Third Supplement" and together with the Original Indenture, the First Supplement, and the Second Supplement, the "Indenture ") each between the Corporation and U.S. Bank National Association, as trustee (the "Trustee "); WITNESSETH: WHEREAS, the Corporation will execute and deliver Limited Obligation Bonds, Series 2021 (the "2021 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 "), as previously amended by Amendment Number One to the Original Contract dated as of September 1, 2012 ( "Amendment Number One ") and Amendment Number Two to the Original Contract dated as of February 1, 2020 ( "Amendment Number Two "), and as further amended by Amendment Number Three to the Original Contract dated as of March 1, 2021 ( "Amendment Number Three" and together with the Original Contract, Amendment Number One, and Amendment Number Two, the "Contract "), each between the Grantor and the Corporation, to finance the capital costs of certain projects, among other things, as set forth in Amendment Number Three; and WHEREAS, Grantor executed and delivered to Trustee for the benefit of Corporation a Deed of Trust, Security Agreement and Fixture Filing dated as of June 1, 2010 (the "2010 Deed of Trust "), which was duly recorded in Book 5489, Pages 710 -730 of the New Hanover County Register of Deeds office (the "Registry") and was subsequently modified by a Notice of Extension of Deed of Trust to Additional Property dated as of February 1, 2020 (the "First Notice of Extension ") and a Deed of Partial Release dated as of February 1, 2020 (the "Deed of Partial Release" and together with the 2010 Deed of Trust, the First Notice of Extension, and this Notice, the "Deed of Trust "). The 2010 Deed of Trust encumbers the Premises (as such term is defined in the 2010 Deed of Trust and amended by the First Notice of Extension) and secures the Grantor's 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 Third 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 Premises; 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 2021 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 such term is defined in the 2010 Deed of Trust and amended by the First Notice of Extension, is hereby further 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. All references to the Premises in the 2010 Deed of Trust shall hereinafter be deemed to include the Premises and the Additional Premises. 4. 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 5. 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. 6. 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 such term is defined in the 2010 Deed of Trust and amended in the First Notice of Extension) and the "Additional Permitted Encumbrances" (as set forth on Exhibit B attached hereto). 7. 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. 8. 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 supplemented and amended pursuant to the terms thereof. 9. Except as specifically modified herein and in the First Notice of Extension and the Deed of Partial Release, 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 provided herein and in the First Notice of Extension and the Deed of Partial Release, nor affects or impairs any rights, powers or remedies thereunder provided. 10. This Notice is binding on and inures to the benefit of the successors and assigns of the parties hereto. 11. 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. 12. Nothing contained herein constitutes a waiver, release, or limitation of any right, remedy, privilege, or default under the Deed of Trust. 13. 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. 14. This Notice is executed subject to the Additional Permitted Encumbrances. 15. 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. 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: COUNTY OF NEW HANOVER, NORTH CAROLINA By: Chris Coudriet County Manager [SEAL] ATTEST: By: Kym Crowell Clerk to the Board of Commissioners BENEFICIARY: U.S. BANK NATIONAL ASSOCIATION, as Trustee C Shawna L. Hale Vice President DEED OF TRUST TRUSTEE: Wanda M. Copley, Deed of Trust Trustee 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 March, 2021. Notary Public Print: Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires: °®[NOTARY SEAL] (MUST BE FULLY LEGIBLE) 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 March, 2021. Notary Public Print: Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires: [NOTARY SEAL] (MUST BE FULLY LEGIBLE) 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 March, 2021. Notary Public Print: Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires: [NOTARY SEAL] (MUST BE FULLY LEGIBLE) 7 EXHIBIT A Additional Premises: New Government Center In the City of Wilmington, New Hanover County, North Carolina: [to come] A -1 EXHIBIT B "Additional Permitted Encumbrances" means the exceptions listed on Schedule B -II of the title insurance policy issued by Old Republic National Title Insurance Company in connection with the execution and delivery of the 2021 Bonds which are specifically incorporated herein by reference. Exhibit PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 10, 20210k �" —page 1.1k w wZ w O Issue -Full Book -Entry Ratings: Moody's: O s h S &P: OZ a F" v (See "Ratings" herein) Z ¢ < = In the opinion o Bond Counsel, under existing law, assuming compliance b the County with certain z?Qa p f S S p� Y t1' requirements of the Internal Revenue Code of 1986, as amended, interest with respect to the 2021 Bonds (1) is excludable from gross j z a0 a income for federal income tax purposes, (2) is not an item of tax preference for purposes of the federal alternative minimum tax and x z o (3) is exempt from State of North Carolina income taxation. See "TAX TREATMENT "herein. w >- z $ Z o Limited Obligation Bonds, Series 2021 H evidencing proportionate undivided interests in rights to receive O� w o a certain Revenues pursuant to an Installment Financing Contract F ¢ O between New Hanover County Financing Corporation and the a o COUNTY OF NEW HANOVER, NORTH CAROLINA o�z° Z ¢ O a Dated: Date of Initial Execution and Delivery Due: August 1, as shown on inside cover page U F a This Official Statement has been prepared by the County of New Hanover, North Carolina (the "County") to provide information on the Limited p � U u Obligation Bonds, Series 2021 (the "2021 Bonds "). Selected information is presented on this cover page for the convenience of the user. Investors Qmust read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used in wx O z this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto under "SUMMARY OF PRINCIPAL F w LEGAL DOCUMENTS - DEFINITIONS." pF Security: The 2021 Bonds and all other Bonds outstanding under the Indenture evidence proportionate undivided interests in rights to receive certain F q Revenues pursuant to the Contract between the New Hanover County Financing Corporation (the "Corporation ") and the County. The performance aby the County of its obligations under the Contract, including the obligation to make Installment Payments thereunder, is secured by a Deed of Trust p. O from the County to the Deed of Trust Trustee granting a lien of record on the Premises, subject to Permitted Encumbrances. The Corporation has O O 3 assigned to the Trustee for the benefit of the registered owners of the 2021 Bonds and all other Bonds outstanding under the Indenture substantially all of its rights under the Contract, including the right to receive Installment Payments, and all of its rights as beneficiary of the Deed of Trust. U 0. W THE PRINCI PAL, PREPAYMENT PRICE AND INTEREST WITH RESPECT TO THE 2021 BONDS ARE PAYABLE SOLELY FROM AMOUNTS PAYABLE BY ti O O O THE COUNTY UNDER THE CONTRACT AND, TO THE EXTENT PROVIDED IN THE INDENTURE, THE PROCEEDS OF THE SALE OF THE 2021 BONDS, M W Z 'Z CONDEMNATION AWARDS OR THE SALE OR LEASE OF THE MORTGAGED PROPERTY. NEITHER THE CONTRACT, THE 2021 BONDS NOR THE Q INTEREST WITH RESPECT THERETO CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY. NO DEFICIENCY U JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR BREACH OF ANY CONTRACTUAL OBLIGATION TO MAKE Q Q J U INSTALLMENT PAYMENTS PURSUANT TO THE CONTRACT, AND THE TAXING POWER OF THE COUNTY IS NOT PLEDGED DIRECTLY OR INDIRECTLY Z w F TO SECURE ANY MONEYS DUE THE OWNERS OF THE 2021 BONDS. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS ON AN EVENT L2 = z O OF DEFAULT RESULTING FROM THE COUNTY'S FAILURE TO MAKE INSTALLMENT PAYMENTS UNDER THE CONTRACT ARE LIMITED IN THE 2 � O CONTRACT TO THOSE OF A SECURED PARTY UNDER THE LAWS OF NORTH CAROLINA, INCLUDING FORECLOSING ON THE MORTGAGED C] F PROPERTY IN ACCORDANCE WITH THE DEED OF TRUST AND ARE ON A PARITY WITH THOSE RIGHTS AND REMEDIES AVAILABLE TO THE OWNERS Z Z O OF ALL BONDS OUTSTANDING UNDER THE INDENTURE. SEE "SECURITY AND SOURCES OF PAYMENT OF 2021 BONDS" HEREIN F Prepayment: The 2021 Bonds are subject to optional prepayment before maturity. H z oC o H V) o Issued Pursuant to: The 2021 Bonds will be executed and delivered pursuant to the Indenture. o ¢ ¢ x Q Purpose: The proceeds of the 2021 Bonds will be used by the County to (a) pay the capital ¢ x v 3 a costs of (1) acquisition, construction and equipping of a 200 -bed addiction 2 O w z ZD treatment center, (2) acquisition, construction and equipping of a new government center Oo o complex for the County, (3) construction of stormwater management improvements and Z a (4) miscellaneous capital improvements and the acquisition of certain w z > equipment for County and school purposes and (b) refund an installment purchase F m ¢ financing of a County fire station and a County library. Z 4 Interest Payment Dates: February 1 and August 1 of each year, beginning August 1, 2021. x¢ Denomination: $5,000 and any integral multiple thereof. Z z Closing Date. On or about March 4, 2021. ¢x¢o� w s Z 2 Registration: Full book -entry only; The Depository Trust Company. z�O=J ¢ w W Trustee. U.S. Bank National Association, Raleigh, North Carolina. C4 a ° a Financial Advisor: First Tryon Advisors, Charlotte, North Carolina. Ov[—wm y L11 F Bond Counsel O & Corporation Counsel. Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina. p u a w County Attorney: Wanda Copley, Esq., Wilmington, North Carolina. z y Underwriters' Counsel.: Holland & Knight LLP, New York, New York and Charlotte, North Carolina. a vwzw z = Q w 11 PNC CAPITAL MARKETS LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED FH�mz February _, 2021 'Preliminary; subject to change DUE PRINCIPAL INTEREST AUGUST 1 AMOUNT RATE 2022 2023 2024 2025 2026 2027 LIMITED OBLIGATION BONDS SERIES 2021 MATURITY SCHEDULE* $ Serial 2021 Bonds DUE PRINCIPAL INTEREST YIELD CUSIP NO I AUGUST 1 AMOUNT RATE 2028 2029 2030 2031 2032 2033 $ % Term Bonds due August 1, 20_ — Yield _% $ _% Term Bonds due August 1, 20_ — Yield _% $ _% Term Bonds due August 1, 20_ — Yield _% YIELD CUSIP No I 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 C 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. Preliminary; subject to change. In connection with this offering, the Underwriters may over allot or effect transactions that stabilize or maintain the market price of the 2021 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 2021 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 2021 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 2021 Bonds and the Indenture in accordance with applicable provisions of securities laws of the states in which the 2021 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 2021 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 Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. TABLE OF CONTENTS Page INTRODUCTION.......................................................................................................... ..............................1 TheCounty ..............................1 ........................................................................................................ Purpose.............................................................................................................. ............................... 2 Security............................................................................................................. ............................... 2 The2021 Bonds ................................................................................................. ..............................3 BookEntry Only ............................................................................................... ............................... 3 TaxStatus ......................................................................................................... ............................... 3 Professionals..................................................................................................... ............................... 3 AdditionalInformation ..................................................................................... ............................... 4 THE2021 BONDS ........................................................................................................ ............................... 4 Authorization.................................................................................................... ............................... 4 General.............................................................................................................. ............................... 4 PrepaymentProvisions ...................................................................................... ............................... 5 THEPROJECTS AND REFUNDING ........................................................................... ..............................7 ESTIMATED SOURCES AND USES OF FUNDS ..................................................... ............................... 7 SECURITY AND SOURCES OF PAYMENT OF 2021 BONDS ............................... ............................... 8 Installment Payments and Additional Payments ............................................... ............................... 8 Budgetand Appropriation ................................................................................. ............................... 8 Deedof Trust .................................................................................................... ............................... 8 Indenture........................................................................................................... ............................... 9 Enforceability.................................................................................................... .............................10 AdditionalBonds ........................................................................................... ............................... AVAILABLE SOURCES FOR PAYMENT OF INSTALLMENT PAYMENTS ....... .............................11 General............................................................................................................ ............................... l l GeneralFund Revenues .................................................................................. ............................... 11 INSTALLMENT PAYMENT SCHEDULE ................................................................. .............................11 CERTAIN RISKS OF 2021 BOND OWNERS ............................................................. .............................13 Limited Obligation of the County 13 Riskof Nonappropriation ............................................................................... ............................... 13 EnvironmentalRisks ....................................................................................... ............................... 13 Valueof Collateral ............................................................................................ .............................13 Uninsured or Underinsured Casualty ................................................................ .............................14 Outstanding General Obligation Debt of the County ........................................ .............................14 OtherIndebtedness .......................................................................................... ............................... 14 RecentDevelopments ( COVID- 19) ................................................................ ............................... 14 Cybersecurity.................................................................................................... .............................15 ClimateChange ................................................................................................. .............................16 Bankruptcy........................................................................................................ .............................16 THECORPORATION ................................................................................................ ............................... 16 THECOUNTY .............................................................................................................. .............................17 General.............................................................................................................. .............................17 Contingent Liabilities and Litigation ................................................................ .............................17 LEGALMATTERS ....................................................................................................... .............................17 Litigation........................................................................................................... .............................17 Opinionsof Counsel ......................................................................................... .............................17 TAXTREATMENT ...................................................................................................... .............................18 General.............................................................................................................. .............................18 OriginalIssue Discount ..................................................................................... .............................19 OriginalIssue Premium .................................................................................. ............................... 20 CONTINUINGDISCLOSURE ................................................................................... ............................... 21 UNDERWRITING...................................................................................................... ............................... 23 RATINGS.................................................................................................................... ............................... 23 FINANCIALADVISOR ............................................................................................. ............................... 24 MISCELLANEOUS.................................................................................................... ............................... 24 APPENDIX A THE COUNTY OF NEW HANOVER APPENDIX B MANAGEMENT'S DISCUSSION AND ANALYSIS AND THE BASIC 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 Limited Obligation Bonds, Series 2021 evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to an Installment Financing Contract between New Hanover County Financing Corporation and the COUNTY OF NEW HANOVER, NORTH CAROLINA INTRODUCTION The purpose of this Official Statement, which includes the Appendices hereto, is to provide certain information in connection with the execution, sale and delivery of the Limited Obligation Bonds, Series 2021, in the aggregate principal amount of $ (the "2021 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 "Coun)"), as amended by Amendment Number One to an Installment Financing Contact dated as of September 1, 2012 (the "First Amendment "), Amendment Number Two to an Installment Financing Contract dated as of February 1, 2020 (the "Second Amendment ") and Amendment Number Three to an Installment Financing Contract dated as of March 1, 2021 (the "Third Amendment," and together with the 2010 Contract, the First Amendment and the Second Amendment, the "Contract "), each between the Corporation and the County. The 2021 Bonds will be executed and delivered pursuant to an Indenture of Trust dated as of June 1, 2010 (the 112010 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 "), Supplemental Indenture, Number 2 dated as of February 1, 2020 (the "Second Supplement ") and Supplemental Indenture, Number 3 dated as of March 1, 2021 (the "Third Supplement," and together with the 2010 Indenture, the First Supplement and the Second Supplement, the "Indenture "), each 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 "), $20,540,000 aggregate principal amount of its Refunding Limited Obligations Bonds (New Hanover County Projects), Series 2012 (the "2012 Bonds ") and $37,210,000 aggregate principal amount of its Limited Obligation Bonds, Series 2020A (the "2020A Bonds "). The 2010 Bonds, the 2012 Bonds and the 2020A Bonds are currently outstanding in the amount of $8,670,000, $7,460,000 and $33,190,000, respectively. The 2021 Bonds will be parity obligations with the 2010 Bonds, the 2012 Bonds and the 2020A 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 and Appendix A hereto for certain information regarding the County. Certain information from the County's most recent audited financial statements are contained in Appendix B hereto. The County Board of Commissioners approved the County's audited financial statements for the Fiscal Year ended June 30, 2020 on January _, 2021. PURPOSE The 2021 Bonds are being executed and delivered to provide funds to (a) pay the capital costs of (1) acquisition, construction and equipping of a 200 -bed long -term addiction treatment center to be located in the County and known as the "Healing Place," (2) acquisition, construction and equipping of a new government center complex for the County (the "New Government Center "), (3) construction of stormwater management improvements within the County and (4) other miscellaneous capital improvements and the acquisition of certain equipment for both County and school purposes, including public safety, and (b) refund an installment purchase financing of a County fire station and a County library. See the captions "THE PROJECTS AND REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. SECURITY The 2021 Bonds, the 2020A Bonds, the 2012 Bonds, the 2010 Bonds and any Additional Bonds (as defined herein) outstanding under the Indenture (collectively, the "Bonds ") evidence proportionate undivided interests in the right to receive certain Revenues under the Contract. The 2021 Bonds are secured by such moneys as may be on deposit under the Indenture. The 2021 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, which granted a lien on a portion of the County's existing government center complex (the "Existing Government Center ") and the County's judicial building (the "Judicial Center"). In connection with the execution and delivery of the 2020A Bonds, the County and the Corporation agreed to extend, modify and spread the lien of the 2010 Deed of Trust 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 "2020 Notice "). In connection with the execution and delivery of the 2020 Notice and the extension of the lien of the Deed of Trust to the Juvenile Justice Facility, the County and the Corporation released the lien on the Existing Government Center under a Deed of Partial Release dated as of February 1, 2020. Upon execution and delivery of the 2021 Bonds, the Deed of Trust will grant a lien of record on the New Government Center and the real property on which those facilities are located under a Notice of Extension of Deed of Trust to Additional Property dated as of March 1, 2021 (the "2021 Notice," and together with the 2010 Deed of trust and the 2020 Notice, the "Deed of Trust "), and any additions, modifications, attachments, replacements and parts thereof, as more particularly described in the Deed of Trust, subject to certain permitted encumbrances as described in the Contract and the Deed of Trust. The 2021 Bonds will be secured by the Mortgaged Property on a parity basis with the 2020A Bonds, the 2012 Bonds and the 2010 Bonds. "SECURITY AND SOURCES OF PAYMENT OF 2021 BONDS —DEED OF TRUST" herein. The Corporation has assigned to the Trustee for the benefit of the Owners of the 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. The Corporation may execute and deliver additional bonds under the Indenture (the `Additional Bonds ") and such Additional Bonds would have equal rights in the security available to the Owners of the 2021 Bonds, the 2020A Bonds, the 2012 Bonds and the 2010 Bonds. See the captions "SECURITY AND SOURCES OF PAYMENT OF 2021 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 PAYMENT OF 2021 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 2021 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 2021 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 2021 Bonds in full. Neither the 2021 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 2021 BONDS" herein. THE 2021 BONDS The 2021 Bonds will be dated their date of initial execution and delivery. Interest is payable on February 1 and August 1 of each year, beginning August 1, 2021, at the rates set forth on the inside cover page of this Official Statement. Principal is payable on August I in the years and in the amounts set forth on the inside cover page of this Official Statement. BOOK ENTRY ONLY The 2021 Bonds will be delivered in book entry form only, without physical delivery of bonds. Payments to beneficial owners of the 2021 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 2021 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 and (3) is exempt from State of North Carolina income taxation. See the caption "TAX TREATMENT" herein. PROFESSIONALS PNC Capital Markets LLC and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters ") are underwriting the 2021 Bonds. U.S. Bank National Association is serving as Trustee with respect to the 2021 Bonds. Parker Poe Adams & Bernstein LLP is serving as Bond Counsel and Corporation Counsel. First Tryon Advisors is serving as Financial Advisor to the County. Wanda Copley, Esq., serves as the County Attorney. Holland & Knight LLP is serving as counsel to the Underwriters. ADDITIONAL INFORMATION Additional information and copies in reasonable quantity of the principal financing documents may be obtained during the offering period from PNC Capital Markets LLC, 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210, (704) 571 -0671. After the offering period, copies of such documents may be obtained from the Trustee at 5540 Centerview Drive, Suite 200, Raleigh, North Carolina 27606, (919) 424 -3944. The County will undertake in the Contract to provide continuing disclosure of certain annual financial information and operating data and listed events regarding the Contract and the 2021 Bonds. See the caption "CONTINUING DISCLOSURE OBLIGATION" herein. THE 2021 BONDS AUTHORIZATION The 2021 Bonds will be executed and delivered pursuant to the Indenture. The 2021 Bonds evidence proportionate undivided interests in the right to receive certain Revenues pursuant to the Contract. The 2021 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, the Second Amendment and the Third Amendment in resolutions adopted on April 19, 2010, August 6, 2012, December 2, 2019 and January 4, 2021 respectively. In addition, the County's execution and delivery of the Third Amendment received the required approval of the North Carolina Local Government Commission (the "LGC") on February 2, 2021. The LGC approved the 2010 Contract, the First Amendment and the Second Amendment on May 4, 2010, August 7, 2012 and January 7, 2020, respectively. The LGC is a division of the State Treasurer's office charged with general oversight of local government finance in the State. Its approval is required for substantially all bond issues and other local government financing arrangements in the State. Before approving an installment financing, the LGC must determine, among other things, that (1) the proposed financing is necessary and expedient, (2) the financing, under the circumstances, is preferable to a general obligation or revenue bond issue for the same purpose, and (3) the sums to fall due under the proposed financing are not excessive for the local government. GENERAL Payment Terms. The 2021 Bonds will be dated their date of initial execution and delivery. Interest with respect to the 2021 Bonds is payable on each February 1 and August 1 (the "Bond Payment Dates "), beginning August 1, 2021, 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 2021 Bonds is payable on August 1 in the years and amounts set forth on the inside cover page of this Official Statement. Record Date for the 2021 Bonds means the fifteenth day (whether or not a Business Day) of the month preceding an Interest Payment Date. Payments will be effected through DTC. See "BOOK ENTRY ONLY SYSTEM" in Appendix E hereto. Registration and Exchange. So long as DTC or its nominee is the registered owner of the 2021 Bonds, transfers and exchanges of beneficial ownership interests in the 2021 Bonds will be available only through DTC Participants and DTC Indirect Participants. See "BOOK ENTRY ONLY SYSTEM" in Appendix E 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 2021 4 Bonds is registrable by the Owners thereof, and the 2021 Bonds may be exchanged for an equal aggregate, unprepaid principal amount of 2021 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 2021 Bonds to the Trustee at the designated corporate trust office of the Trustee together with an executed instrument of transfer in a form approved by the Trustee in connection with any transfer. The Trustee may require the person requesting any transfer or exchange to reimburse it for any tax or other governmental charge required to be paid with respect to such registration or exchange. PREPAYMENT PROVISIONS Optional Prepayment. The 2021 Bonds maturing on August 1, 2032, 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 August 1, 2031, 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 2021 Bonds maturing on August 1, 20_ (the "20 Term Bonds ") are subjecting to mandatory sinking fund prepayment before their scheduled maturity, on August 1, of each year, commencing August 1, 20� without premium, at the Prepayment Price equal to 100% of the principal amount thereof being prepaid in the principal amounts and in the years as follows: Year Principal Amount 20 20 * Maturity The 2021 Bonds maturing on August 1, 20_ (the "20_ Term Bonds ") are subject to mandatory sinking fund prepayment before their scheduled maturity, on August 1 of each year, commencing August 1, 20_, without premium, at the Prepayment Price equal to 100% of the principal amount thereof being prepaid in the principal amounts and in the years as follows: Year Principal Amount 20 20 * Maturity The 2021 Bond maturing on August 1, 20_ (the "20_ Term Bonds ") are subject to mandatory sinking fund prepayment before their scheduled maturity, on August 1 of each year, commencing August 1, 2038, without premium, at the Prepayment Price equal to 100% of the principal amount thereof being prepaid in the principal amounts and in the years as follows: Year Principal Amount 20 20 20 * Maturity General Prepayment Provisions If called for prepayment in part, the 2021 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 2021 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 2021 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. Notice of prepayment identifying the 2021 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 as permitted or required by DTC's rules and procedures, or (b) if DTC or its nominee is no longer the Owner of the 2021 Bonds, to the then registered Owners of the 2021 Bonds to be prepaid at their addresses appearing on the registration books maintained by the Trustee, (c) to the LGC, and (d) to the Municipal Securities Rulemaking Board (the "MSRB ") 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 2021 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 2021 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 2021 Bonds or portions thereof called for prepayment, which moneys are or will be available for prepayment of such 2021 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 2021 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 2021 Bonds or portions thereof so called for prepayment will no longer accrue after the date fixed for prepayment. The 2021 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 2021 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 2021 Bonds will have no rights with respect to such 2021 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 2021 Bonds called for prepayment in part only, a new 2021 Bond or 2021 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 2021 BONDS OUTSTANDING. THE PROJECTS AND REFUNDING The 2021 Bonds are being executed and delivered to provide funds to pay capital costs for the following projects: Addiction Treatment Center Project. Approximately $25 million of the proceeds from the 2021 Bonds will be used to finance the acquisition, construction and equipping of a 200 -bed long -term addiction treatment center to be located at and known as the "Healing Place." New Government Center Project. Approximately $53 million of the proceeds from the 2021 Bonds will be used to finance the acquisition, construction and equipping of the New Government Center complex. The New Government Center will include facilities for County administrative offices, including an expanded Emergency Operations and 911 Center. Stormwater Management Project. Approximately $368,185 of the proceeds of the 2021 Bonds will be used to finance improvements to the County's stormwater management system. County Vehicles and Equipment Project. Approximately $4.2 million of the proceeds of the 2021 Bonds will be used to finance the acquisition of vehicles and equipment for various County and school purposes, including public safety. In addition to financing the projects described above, proceeds from the 2021 Bonds will be used to currently refund the remaining balance of $7,258,719.98 owed with respect to a Financing Agreement and Deed of Trust dated as of February 9, 2018 (the "2018 Contract "), which financed the Ogden Fire Station located at and the Pine Valley Library located at OF THE PROJECTS BEING FINANCED WITH THE 2021 BOND PROCEEDS, ONLY THE NEW GOVERNMENT CENTER WILL BE SUBJECT TO THE LIEN OF THE DEED OF TRUST. 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 2021 Bonds Net Original Issue Premium TOTAL USES OF FUNDS: AMOUNT $ Costs of Acquisition and Construction $ Refunding of 2018 Contract $ Costs of Delivery' TOTAL $ ' Includes legal fees, printing costs, Underwriters' discount, rating agency fees and other miscellaneous transaction costs. 7 SECURITY AND SOURCES OF PAYMENT OF 2021 BONDS The Bonds outstanding under the Indenture evidence proportionate undivided interests in the rights to receive certain Revenues pursuant to the Contract. The 2021 Bonds will be proportionately and ratably secured with the 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 Premises, (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 2021 Bond is not entitled to receive more than the amount of principal and interest represented by such 2021 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 Bonds executed and delivered under the Indenture as the same become due and payable. The County is also obligated under the Contract to pay as Additional Payments to such persons as are entitled thereto, the reasonable and customary expenses and fees of the Trustee and the Corporation, any expenses of the Corporation in defending an action or proceeding in connection with the Contract or the Indenture and any taxes or any other expenses, including, but not limited to, licenses, permits, state and local income, sales and use or ownership taxes or property taxes 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 2010 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 "2010 Mortgaged Property "). When the County executed and delivered the 2020A Bonds, the County entered into the Second Amendment and the Notice of Extension to grant a security interest in a juvenile justice facility (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 released the Existing Government Center from the lien of the Deed of Trust in accordance with the terms of the Deed of Trust. In connection with the execution and delivery of the 2021 Bonds, the County is entering into the Third Amendment and an extension to grant a security interest in the New Government Center. UPON THE EXECUTION AND DELIVERY OF THE 2021 BONDS THE NEW GOVERNMENT CENTER, 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. So long as there is no event of default under the Deed of Trust, the Trustee, with the Corporation's consent, must release the Mortgaged Property or any part thereof from the lien and security interest of the Deed of Trust when and if the following requirements have been fulfilled: (1) in connection with any release of the Mortgaged Property, or any part thereof, there is filed with the Corporation a certified copy of the resolution of the Board of Commissioners of the County stating the purpose for which the County desires such release, giving an adequate legal description of the part of the Mortgaged Property to be released, requesting such release and providing for payment by the County of all expenses in connection with such release; (2) in connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, the tax, insured or appraised value of the Mortgaged Property remaining after the proposed release is not less than 50% of the aggregate principal component of the Installment Payments relating to the Bonds then Outstanding under the Indenture; (3) in connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, such release shall not prohibit the County's ingress, egress and regress to and from the remainder of the Mortgaged Property not being released, or materially interfere with the use of the remainder of the Mortgaged Property not being released; (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; and (5) in connection with the release of any part of the Mortgaged Property, prior written notice of such release shall be provided to Moody's and S &P (each as defined below). INDENTURE Pursuant to the Indenture, the Corporation has assigned to the Trustee for the benefit of the Owners of the 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 2021 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 2021 BONDS PURSUANT TO THE CONTRACT. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE 2021 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 2021 Bonds will not constitute a debt or general obligation of the Corporation and will not give the Owners of the 2021 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 Bonds then Outstanding under the Indenture to provide funds to pay (a) 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, (b) the cost of refunding of all or any portion of the Bonds then Outstanding under the Indenture 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 (c) the Costs of Delivery relating to the execution, delivery and sale of such Additional Bonds. The 2021 Bonds, the 2020 Bonds, the 2012 Bonds and the 2010 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 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 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 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. 10 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. GENERAL FUND REVENUES The County's general fund revenues for the Fiscal Year ended June 30, 2020 were $311,899,395. The County's general fund revenues for the Fiscal Year ended June 30, 2020 and for the Fiscal Year ending June 30, 2021 were budgeted at $301,064,531 and $304,445,418, respectively. General fund revenues are derived from various sources including property taxes, which generated approximately 58% of the general fund revenues in the County's 2021 adopted budget. For the Fiscal Years ended June 30, 2019 and June 30, 2020, the County imposed a property tax of $0.4903 per $100 of assessed value. For the Fiscal Year ending June 30, 2021, the County imposed a property tax of $0.4903 per $100, which is expected to generate approximately $177,017,949. The County also imposed a County -wide property tax exclusively for certain debt payments that are accounted for in a Debt Service Fund. The rates were $0.0647 per $100 of assessed value for Fiscal Years ended June 30, 2019 and June 30, 2020. 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 additional information regarding the County's general fund revenues for the Fiscal Year ended June 30, 2020. 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 2021 Bonds, 2020A Bonds, the 2012 Bonds and the 2010 Bonds. Totals may not foot due to rounding. 11 12 2021 BONDS 2020A BONDS 2012 BONDS 2010 BONDS TOTAL FISCAL YEAR ENDING JUNE 30, PRINCIPAL INTEREST PRINCIPAL INTEREST PRINCIPAL INTEREST PRINCIPAL INTEREST TOTAL TOTAL $ $ 1 i i $ $ i $ 12 CERTAIN RISKS OF 2021 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 Bonds, as the same become due or, if any other event of default occurs under the Contract, the Trustee may accelerate the 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. Following execution and delivery of the 2021 Bonds and release of the Government Center, the Mortgaged Property will include only the real property on which (1) the Judicial Center is located at Fourth and Market Streets in Wilmington, North Carolina, (2) the Juvenile Justice Facility is located at 138 N. 4t' Street, in Wilmington, North Carolina and (3) the New Government Center will be located at and all improvements thereon. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR ANY BREACH OF THE CONTRACT. THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEYS DUE UNDER THE CONTRACT. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE BONDS UPON A DEFAULT BY THE COUNTY UNDER THE CONTRACT ARE LIMITED TO THOSE OF A SECURED PARTY UNDER THE LAWS OF THE STATE, INCLUDING FORECLOSING ON THE COUNTY'S INTEREST IN THE MORTGAGED PROPERTY COVERED BY THE DEED OF TRUST. THERE CAN BE NO ASSURANCE THAT THE MONEYS AVAILABLE IN THE FUNDS AND ACCOUNTS HELD BY THE TRUSTEE AND THE PROCEEDS OF ANY SUCH FORECLOSURE WILL BE SUFFICIENT TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST WITH RESPECT TO THE BONDS OUTSTANDING UNDER THE INDENTURE. RISK OF NONAPPROPRIATION The appropriation of moneys to make the Installment Payments is within the sole discretion of the Board of the County. If the Board fails to appropriate such moneys, the only sources of payment for the Bonds will be the moneys, if any, available in the respective funds and accounts held by the Trustee under the Indenture and the proceeds of any attempted foreclosure on the County's interest in the Mortgaged Property under the Deed of Trust. ENVIRONMENTAL RISKS The County is not aware of any recognized environmental concerns with respect to the Mortgaged Property. The County is required under the Contract to undertake whatever environmental remediation may be required by law. For example, if any portion of the Premises becomes a "Superfund site" under the Comprehensive Environmental Response, Compensation and Liability Act, the federal government may require clean -up and the County may be required to pay all or a part of such clean-up costs. If the County was unable to continue operation of any part of the Mortgaged Property because of environmental contamination of the Mortgaged Property, the value of the Mortgaged Property at foreclosure would be reduced by the cost of any clean-up. Moreover, under the Indenture, the Trustee may refuse to foreclose on any portion of the Mortgaged Property affected by such environmental contamination. VALUE OF COLLATERAL No special appraisal of the Mortgaged Property has been obtained and the amount of proceeds received through foreclosure of the County's interest in the Mortgaged Property will be affected by a number of factors, including (1) the costs and expenses in enforcing the lien and security, (2) the condition of the Mortgaged Property, (3) the occurrence of any damage, destruction, loss or theft of the 13 Mortgaged Property which is not repaired or replaced and for which there are not received or appropriated moneys from insurance policies or any risk management program, (4) problems relating to the paucity of alternative uses of the facilities arising from their design, zoning restrictions, use restrictions, easements and encumbrances on the Mortgaged Property and (5) environmental problems and risks with respect to the Mortgaged Property. NO REPRESENTATION IS MADE AS TO THE VALUE OF THE COUNTY'S INTEREST IN THE MORTGAGED PROPERTY IN FORECLOSURE. UNINSURED OR UNDERINSURED CASUALTY If all or any part of the Projects is partially or totally damaged or destroyed by any fire or other casualty or is wholly or partially taken pursuant to eminent domain proceedings, the County may elect not to repair, restore, improve or replace the affected portion of the Premises if (1) the Net Proceeds are less than $500,000 and (2) a County Representative certifies to the Corporation that such Net Proceeds are not necessary to restore the affected portion of the Premises to its intended use. In such event, the County will direct the Trustee to deposit such Net Proceeds in the Bond Fund to be applied toward the next payment of principal and interest with respect to the Bonds. The Contract requires the County to maintain certain insurance with respect to the Mortgaged Property, but such insurance may not cover all perils to which the Mortgaged Property is subject or provide sufficient Net Proceeds to fully repair or replace the Mortgaged Property. OUTSTANDING GENERAL OBLIGATION DEBT OF THE COUNTY The County has general obligation bonds outstanding and may issue additional general obligation bonds and notes in the future. The County has pledged and will pledge its faith and credit and taxing power to the payment of its general obligation bonds and notes issued or to be issued. See the caption "THE COUNTY - DEBT INFORMATION" in Appendix A for a description of the County's outstanding and authorized but unissued general obligation bonds and notes. FUNDS WHICH MAY OTHERWISE BE AVAILABLE TO PAY INSTALLMENT PAYMENTS OR ADDITIONAL PAYMENTS OR TO MAKE OTHER PAYMENTS TO BE MADE BY THE COUNTY UNDER THE CONTRACT MAY BE SUBJECT TO SUCH FAITH AND CREDIT PLEDGE BY THE COUNTY AND THEREFORE MAY BE REQUIRED TO BE APPLIED TO THE PAYMENT OF ITS GENERAL OBLIGATION INDEBTEDNESS. OTHER INDEBTEDNESS There is no limitation on the County entering into additional contracts which provide for obligations the payment on which is subject to appropriation. See "THE COUNTY - DEBT INFORMATION - Other Long -Term Commitments" in Appendix A. RECENT DEVELOPMENTS (COVID -19) On March 11, 2020, the World Health Organization declared a global pandemic following the outbreak of COVID -19, a respiratory disease caused by a new strain of coronavirus, which is currently negatively impacting most, if not all, areas of the world, including the United States, the State and the County. Within the United States, the Federal government and various state and local governments, as well as private entities and institutions, have implemented a variety of different efforts aimed at preventing the spread of COVID -19 including, but not limited to, travel restrictions, voluntary and mandatory quarantines, event postponement and cancellations, voluntary and mandatory work from home arrangements, and facility closures. The impact of these various measures, as well as general concerns related to the global and national public health emergency and other contributing factors, have also resulted in significant volatility in the stock markets and a general consensus that the global and national economies are distressed. 14 On March 10, 2020, Governor Roy Cooper declared a state of emergency in the State. The County followed soon after, declaring a State of Emergency on March 20, 2020. Subsequently, the State and the County imposed several restrictions designed to address the COVID -19 pandemic. On , 2020 the Board of Commissioners of the County terminated its restrictions related to COVID -19 and incorporated the State's restrictions. The State has taken a multi -phased approach, based on testing, tracing and trends, to lift restrictions in place to slow the spread of COVID -19. On May 5, 2020, Governor Cooper issued Executive Order 138, which established a three -phase reopening plan (the "Reopening Plan ") for the State. On September 30, 2020, Governor Cooper issued Executive Order 169, which transitioned the State to Phase 3 of the Reopening Plan ( "Phase 3 "). Phase 3 was subsequently extended by Executive Order 170 on October 21, 2020, by Executive Order 176 on November 10, 2020, by Executive Order 180 on November 23, 2020 (increasing face covering requirements) and by Executive Order 181 on December 8, 2020. Restrictions under Phase 3 currently include, but are not limited to: (1) large outdoor venues with seating greater than 10,000 may operate with 7% occupancy, (2) small outdoor venues may operate outdoors at 30% capacity or 100 guests, whichever is less, (3) movie theaters and conference centers can open indoor spaces to 30% capacity or 100 guests, whichever is less, (4) bars may operate outdoors at 30% capacity or 100 guests, whichever is less, (5) mass gatherings are limited to 50 people outdoors and 10 people indoors, (6) businesses and facilities such as personal care businesses and restaurants may operate at 50% capacity, subject to social distancing and cleaning requirements, and (7) a curfew during the hours of 10:00 p.m. and 5:00 a.m. each day, except travel for work, to obtain essential goods or services as outlined in Executive Order 181. Phase 3 can be modified at any time and will remain in place until at least January 8, 2021. Given the unpredictability of trends in the spread of COVID -19, the County cannot predict whether the State will lift or reinstate restrictions moving forward. The County applied for benefits under the Coronavirus Aid, Relief, and Economic Security ( "CARES") Act and received $8,615,592 in CARES Act grant monies. Of such funds, the County distributed $2,153,898 to the City of Wilmington and the towns of Carolina Beach, Kure Beach and Wrightsville Beach. The funds are being used to respond to the virus and aid small businesses deeply impacted by the COVID -19 pandemic. Currently, the County has not experienced any material changes in its budgeted revenues or expenditures for the fiscal year ending June 30, 2021 (see "BUDGET COMMENTARY" in Appendix A hereto). However, the financial condition of the County could be affected by reduced tourism, reductions in new housing demand; due to increased unemployment in the future. Due to the dynamic nature of the COVID -19 outbreak, at this time the County cannot predict either the duration or extent of (1) the COVID -19 outbreak, (2) future actions governmental authorities or other institutions may take to contain or mitigate COVID -19's impact, or (3) whether either of the foregoing will have a material adverse effect on the financial condition or operations of the County. CYBERSECURITY The County, like many other large public and private entities, relies on a large and complex technology environment to conduct its operations and faces multiple cybersecurity threats involving, but not limited to, hacking, phishing viruses, malware and other attacks on its computing and other digital networks and systems (collectively, "Systems Technology "). As a recipient and provider of personal, private, or sensitive information, the County may be the target of cybersecurity incidents that could result in adverse consequences to the County and its Systems Technology, requiring a response action to mitigate the consequences. 15 Cybersecurity incidents could result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain access to the County's Systems Technology for the purposes of misappropriating assets or information or causing operational disruption and damage. To mitigate the risk of business operations impact and/or damage from cybersecurity incidents or cyber- attacks, the County invests in multiple forms of cybersecurity and operational safeguards. While the County's cybersecurity and operational safeguards are periodically tested, no assurances can be given by the County that such measures will ensure against other cybersecurity threats and attacks. Cybersecurity breaches could cause material disruption to the County's finances or operations. The costs of remedying any such damage or obtaining insurance related thereto, or protecting against future attacks could be substantial and insurance (if any can be obtained), may not be adequate to cover such losses or other consequential County costs and expenses. Further, cybersecurity breaches could expose the County to material litigation and other legal risks, which could cause the County to incur material costs related to such legal claims or proceedings. CLIMATE CHANGE The County is susceptible to the effects of extreme weather events and natural disasters, including floods, droughts and hurricanes and has experienced multiple severe weather events within the past several years. These effects may be amplified by a prolonged global temperature increase over the next several decades (commonly referred to as "climate change "). No assurances can be given that a future extreme weather event driven by climate change will not adversely affect the County. BANKRUPTCY Under North Carolina law, a local governmental unit such as the County may not file for bankruptcy protection without (1) the consent of the LGC and (2) the satisfaction of the requirements of § 109(c) of the United States Bankruptcy Code. If the County were to initiate bankruptcy proceedings with the consent of the LGC and satisfy the requirements of 11 U.S.C. §109(c), the bankruptcy proceedings could have material and adverse effects on holders of the 2021 Bonds, including (a) delay in enforcement of their remedies, (b) subordination of their claims to claims of those supplying goods and services to the County after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings and (c) imposition without their consent of a plan of reorganization reducing or delaying payment of the 2021 Bonds. The effect of the other provisions of the United States Bankruptcy Code on the rights and remedies of the holders of the 2021 Bonds cannot be predicted and may be affected significantly by judicial interpretation, general principles of equity (regardless of whether considered in a proceeding in equity or at law) and considerations of public policy. Regardless of any specific adverse determinations in a bankruptcy case of the County, the fact of such a bankruptcy case could have an adverse effect on the liquidity and value of the 2021 Bonds. THE CORPORATION The Corporation is organized under the North Carolina Nonprofit Corporation Act (N.C.G.S. Chapter 55A -1 et seq., as amended, the "Act ") and is authorized under the Act to carry out the purposes set forth in its articles of incorporation. The Corporation was organized for the purpose of, among other things, assisting the County in carrying out its municipal and governmental functions through the financing, construction, operation, sale or lease of real estate, improvements and facilities such as the Facilities and to enter into agreements with the County and other relevant parties to facilitate such essential projects. Pursuant to its articles of incorporation, the Corporation is empowered to buy, hold, own, sell, assign, mortgage or lease any interest in real estate and personal property in the manner contemplated by the Contract and to construct, maintain and operate improvements thereon necessary or incident to the accomplishment of the purpose of promoting the general welfare of the citizens of the 16 County by assisting the County in carrying out its municipal and governmental functions through the acquisition, construction, operation, sale or lease of real estate and improvements, facilities and equipment for the use and benefit of the general public. The Corporation has no taxing power. The Board of Directors of the Corporation consists of three directors, who serve until their successors are elected following three -year terms. The following individuals are currently serving as (i) the directors of the Corporation and (ii) the officers of the Corporation, as indicated opposite their respective names: Chris Coudriet Lisa Wurtzbacher President Secretary Treasurer The officers and directors of the Corporation presently serve without compensation. The Corporation has no assets or employees. All officers and directors of the Corporation are employees of the County. THE COUNTY GENERAL See Appendix A for a description of the County. CONTINGENT LIABILITIES AND LITIGATION The County is not aware of any contingent liabilities which, in the opinion of the County Attorney, would materially affect the County's ability to meet its financial obligations. LEGAL MATTERS LITIGATION No litigation is now pending or, to the best of the County's knowledge, threatened, against or affecting the County which seeks to restrain or enjoin the authorization, execution or delivery of the 2021 Bonds or which contests the County's creation, organization or corporate existence, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the County's authorization, execution and delivery of the Contract, or the County's authority to carry out its obligations thereunder or which would have a material adverse impact on the County's condition, financial or otherwise. In addition, no litigation is now pending or, to the best of the Corporation's knowledge, threatened, against or affecting the Corporation which seeks to restrain or enjoin the authorization, execution or delivery of the 2021 Bonds or Contract or which contests the validity or the authority or proceedings for the adoption, authorization, execution or delivery of the 2021 Bonds or the Corporation's creation, organization or corporate existence, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the Corporation's authorization, execution or delivery of the 2021 Bonds, the Indenture or the Contract, or the Corporation's authority to carry out its obligations thereunder. OPINIONS OF COUNSEL Legal matters related to the execution, sale and delivery of the 2021 Bonds are subject to the approval of, and Parker Poe Adams & Bernstein LLP, Bond Counsel. The opinion of Parker Poe Adams & Bernstein LLP, as Bond Counsel, substantially in the form set forth in Appendix D hereto, will be 17 delivered at the time of the delivery of the 2021 Bonds. Certain legal matters will be passed on for the County by Wanda Copley, Esq.; for the Corporation by its counsel, Parker Poe Adams & Bernstein LLP; and for the Underwriters by their counsel, Holland & Knight LLP. Parker Poe Adams & Bernstein LLP is serving as Bond Counsel and counsel to the Corporation and, from time to time it and Holland & Knight LLP, counsel to the Underwriters, have represented the Underwriters as counsel in other financing transactions. Neither the County, the Corporation, nor the Underwriters have conditioned the future employment of either of these firms in connection with any proposed financing issues for the County, the Corporation or for the Underwriters on the successful execution and delivery of the 2021 Bonds. TAX TREATMENT GENERAL On the date of execution and delivery of the 2021 Bonds, Parker Poe Adams & Bernstein LLP, as Bond Counsel, will render an opinion that, under existing law (1) assuming compliance by the County with certain provisions of the Internal Revenue Code of 1986, as amended (the "Code "), (a) the interest component of the Installment Payments with respect to the 2021 Bonds is excludable from gross income for federal income tax purposes, and (b) is not an item of tax preference for purposes of the federal alternative minimum tax, and (2) the interest component of the Installment Payments with respect to the 2021 Bonds is exempt from State of North Carolina income taxation. The Code imposes various restrictions, conditions and requirements relating to the exclusion of interest on obligations, such as the 2021 Bonds, from gross income for federal income tax purposes, including, but not limited to, the requirement that the County rebate certain excess earnings on proceeds and amounts treated as proceeds of the 2021 Bonds to the United States Treasury, restrictions on the investment of such proceeds and other amounts, and restrictions on the ownership and use of the facilities financed or refinanced with proceeds of the 2021 Bonds. The foregoing is not intended to be an exhaustive listing of the post - issuance tax compliance requirements of the Code, but is illustrative of the requirements that must be satisfied by the County subsequent to execution and delivery of the 2021 Bonds to maintain the excludability of the interest component of the Installment Payments with respect to the 2021 Bonds from gross income for federal income tax purposes. Bond Counsel's opinion is given in reliance on certifications by representatives of the County as to certain facts material to the opinion and the requirements of the Code. The County has covenanted to comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the 2021 Bonds in order that the interest component of the Installment Payments with respect to the 2021 Bonds be, or continue to be, excludable from gross income for federal income tax purposes. The opinion of Bond Counsel assumes compliance by the County with such covenants, and Bond Counsel has not been retained to monitor compliance by the County with such covenants subsequent to the date of execution and delivery of the 2021 Bonds. Failure to comply with certain of such requirements may cause the interest component of the Installment Payments with respect to the 2021 Bonds to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the 2021 Bonds. No other opinion is expressed by Bond Counsel regarding the federal tax consequences of the ownership of or the receipt or accrual of interest with respect to the 2021 Bonds. If the interest component of the Installment Payments with respect to the 2021 Bonds subsequently becomes included in gross income for federal income tax purposes due to a failure by the County to comply with any requirements described above, the Contract does not require the County to prepay the 2021 Bonds or to pay any additional interest or penalty. 18 The Internal Revenue Service has established an ongoing program to audit tax- exempt obligations to determine whether interest on such obligations is includible in gross income for federal income tax purposes. Bond Counsel cannot predict whether the Internal Revenue Service will commence an audit of the 2021 Bonds. Prospective purchasers of the 2021 Bonds are advised that, if the Internal Revenue Service does audit the 2021 Bonds, under current Internal Revenue Service procedures, at least during the early stages of an audit, the Internal Revenue Service will treat the County as the taxpayer, and the owners of the 2021 Bonds may have limited rights, if any, to participate in such audit. The commencement of an audit could adversely affect the market value and liquidity of the 2021 Bonds until the audit is concluded, regardless of the ultimate outcome. Prospective purchasers of the 2021 Bonds should be aware that ownership of the 2021 Bonds and the accrual or receipt of interest component of the Installment Payments with respect to the 2021 Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property or casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain Subchapter S Corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the 2021 Bonds. Bond Counsel does not express any opinion as to any such collateral tax consequences. Prospective purchasers of the 2021 Bonds should consult their own tax advisors as to the collateral tax consequences. Proposed legislation is considered from time to time by the United States Congress that, if enacted, would affect the tax consequences of owning the 2021 Bonds. No assurance can be given that any future legislation, or clarifications or amendments to the Code, if enacted into law, will not contain provisions which could cause the interest component of the Installment Payments with respect to the 2021 Bonds to be subject directly or indirectly to federal or State of North Carolina income taxation, adversely affect the market price or marketability of the 2021 Bonds or otherwise prevent the owners of the 2021 Bonds from realizing the full current benefit of the status of the interest component of the Installment Payments with respect to the 2021 Bonds. Bond Counsel is further of the opinion that, under existing law, the interest component of the Installment Payments with respect to the 2021 Bonds is exempt from State of North Carolina income taxation. Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that Bond Counsel deems relevant to such opinion. Bond Counsel's opinion expresses the professional judgment of the attorneys rendering the opinion regarding the legal issues expressly addressed therein. By rendering its opinion, Bond Counsel does not become an insurer or guarantor of the result indicated by that expression of professional judgment, of the transaction on which the opinion is rendered, or of the future performance of the County, nor does the rendering of such opinion guarantee the outcome of any legal dispute that may arise out of the transaction. ORIGINAL ISSUE DISCOUNT As indicated on the inside cover page, the 2021 Bonds maturing on August 1, , inclusive (collectively, the "OID Bonds "), are being sold at initial offering prices which are less than the principal amount payable at maturity. Under the Code, the difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of each maturity of the OID 19 Bonds is sold and (b) the principal amount payable at maturity of such OID Bonds, constitutes original issue discount treated as interest which will be excluded from the gross income of the owners of such OID Bonds for federal income tax purposes. In the case of an owner of an OID Bond, the amount of original issue discount on such OID Bond is treated as having accrued daily over the term of such OID Bond on the basis of a constant yield compounded at the end of each accrual period and is added to the owner's cost basis of such OID Bond in determining, for federal income tax purposes, the gain or loss upon the sale, redemption or other disposition of such OID Bond (including its sale, redemption or payment at maturity). Amounts received upon the sale, redemption or other disposition of an OID Bond which are attributable to accrued original issue discount on such OID Bonds will be treated as interest exempt from gross income, rather than as a taxable gain, for federal income tax purposes, and will not be a specific item of tax preference for purposes of the federal alternative minimum tax. However, it should be noted that the original issue discount that accrues to an owner of an OID Bond may result in other collateral federal income tax consequences for certain taxpayers in the year of accrual. Original issue discount is treated as compounding semiannually at a rate determined by reference to the yield to maturity of each individual OID Bond. The amount treated as original issue discount on an OID Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such OID Bond (determined by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such OID Bond at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of interest payable on such OID Bond during the particular accrual period. The tax basis is determined by adding to the initial public offering price on such OID Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior accrual periods. If an OID Bond is sold between semiannual compounding dates, original issue discount which would have accrued for that semiannual compounding period for federal income tax purposes is to be appointed in equal amounts among the days in such compounding period. The Code contains additional provisions relating to the accrual of original issue discount in the case of owners of the OID Bonds who subsequently purchase any OID Bonds after the initial offering or at a price different from the initial offering price during the initial offering of the 2021 Bonds. Owners of OID Bonds should consult their own tax advisors with respect to the precise determination for federal and state income tax purposes of the amount of original issue discount accrued upon the sale, redemption or other disposition of an OID Bond as of any date and with respect to other federal, state and local tax consequences of owning and disposing of an OID Bond. It is possible that under the applicable provisions governing the determination of state or local taxes, accrued original issue discount on an OID Bond may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment attributable to such original issue discount until a later year. ORIGINAL ISSUE PREMIUM As indicated on the inside cover page, the 2021 Bonds maturing on August 1, , inclusive (collectively, the "Premium Bonds "), are being sold at initial offering prices which are in excess of the principal amount payable at maturity. The difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of the Premium Bonds is sold and (b) the principal amount payable at maturity of such Premium Bonds constitutes original issue premium, which original issue premium is not deductible for federal income tax purposes. In the case of an owner of a Premium Bond, however, the amount of the original issue premium which is treated as having accrued over the term of such Premium Bond is reduced from the owner's cost basis of such Premium Bond in determining, for federal income tax purposes, the taxable gain or loss upon the sale, redemption or other disposition of such Premium Bond (whether upon its sale, redemption or payment at maturity). Owners of Premium Bonds should consult their tax advisors with respect to the determination, for federal 20 income tax purposes, of the "adjusted basis" of such Premium Bonds upon any sale or disposition and with respect to any state or local tax consequences of owning a Premium Bond. CONTINUING DISCLOSURE The County agrees in the Third Amendment, in accordance with Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "SEC"), to provide to the Municipal Securities Rulemaking Board (the "MSRB "): (a) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, to the MSRB, the audited financial statements of the County for such 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; (b) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2021, to the MSRB, the financial and statistical data as of a date not earlier than the end of such Fiscal Year for the type of information included under the captions "THE COUNTY — DEBT INFORMATION" and "- TAX INFORMATION" (including subheadings thereunder) in Appendix A to this official statement (excluding any information on overlapping or underlying units). (c) 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 2021 Bonds: principal and interest payment delinquencies; 2. non - payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; substitution of any credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material events affecting the tax status of the 2021 Bonds; 7. modifications of the rights of the Beneficial Owners of the 2021 Bonds, if material; 8. call of any of the 2021 Bonds, if material, and tender offers; 9. defeasance of any of the 2021 Bonds; 21 10. release, substitution, or sale of any property securing repayment of the 2021 Bonds, if material; 11. rating changes; 12. bankruptcy, insolvency, receivership or similar event of the County; 13. the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the County, 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; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. 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; 16. 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 (d) in a timely manner, to the MSRB, notice of a failure of the County to provide required annual financial information described in (a) or (b) 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 the Rule. The County agrees in the Third Amendment that its undertaking described above is intended to be for the benefit of the Owners and the beneficial owners of the 2021 Bonds and is enforceable by the Trustee or by any of them, including an action for specific performance of the County's obligations described above, but a failure to comply will not be an Event of Default under the Contract and will not result in acceleration of the principal component of Installment Payments. An action must be instituted, had and maintained in the manner provided in the Third Amendment for the benefit of all of the Owners and beneficial owners of the 2021 Bonds. At present, Section 159 -34 of the General Statutes of North Carolina requires the County's financial statements to be prepared in accordance with generally accepted accounting principles and to be audited in accordance with generally accepted auditing standards. Pursuant to the Third Amendment, 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: 22 (a) 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; (b) the information to be provided, as modified, would have complied with the requirements of the Rule as of the date of this Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; (c) 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 2021 Bonds pursuant to the Indenture as may be amended from time to time. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. All documents provided to the MSRB as described above are to be provided in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by transmitting those documents or notices in a manner subsequently required by the SEC in lieu of the manner described above. The undertaking described above will 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 2021 Bonds. Over the past five years, the County has, to the best of its knowledge, complied in all material respects with its continuing disclosure obligations pursuant to the Rule. UNDERWRITING The Underwriters have agreed to purchase the 2021 Bonds at a purchase price that reflects an Underwriters' discount of $ . The Underwriters are committed to take and pay for all of the 2021 Bonds if any are taken. The Underwriters may offer and sell the 2021 Bonds to certain dealers (including dealers depositing the 2021 Bonds into investment trusts) and others at prices different from the initial public offering prices stated on the inside cover page hereof. The public offering prices may be changed from time to time by the Underwriters. PNC Capital Markets LLC and PNC Bank, National Association are both wholly -owned subsidiaries of PNC Financial Services Group, Inc. PNC Capital Markets LLC is not a bank, and is a distinct legal entity from PNC Bank, National Association. PNC Bank, National Association has banking and financial relationships with the County. [Disclosure on Co- Manager] RATINGS Moody's Investors Service, Inc. ( "Moody's ") and S &P Global Ratings, a business unit of Standard & Poor's Financial Services LLC ( "S &P "), have assigned independent underlying ratings of " " and "_," respectively, to the 2021 Bonds. Such ratings reflect only the view of Moody's and S &P at the time the ratings were given, and neither the County nor the Underwriters make any representations as to the appropriateness of such ratings. 23 The ratings are not a recommendation to buy, sell or hold the 2021 Bonds and should be evaluated independently. There is no assurance that such ratings will not be withdrawn or revised downward by Moody's or S &P. Any such action may have an adverse effect on the market price of the 2021 Bonds. Neither the County nor the Underwriters have undertaken any responsibility after the execution and delivery of the 2021 Bonds to assure maintenance of the ratings or to oppose any such revision or withdrawal. FINANCIAL ADVISOR First Tryon Advisors has served as financial advisor (the "Financial Advisor ") to the County with respect to the sale of the 2021 Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the 2021 Bonds is contingent on the issuance and delivery of the 2021 Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken, either to make an independent verification of or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement and the appendices thereto. MISCELLANEOUS All quotations from and summaries and explanations of the Contract, the Deed of Trust and the Indenture contained herein or in Appendix C hereto do not purport to be complete, and reference is made to such documents for full and complete statements of their respective provisions. The Appendices attached hereto are a part of this Official Statement. The information contained in this Official Statement has been compiled or prepared from information obtained from the County and other sources deemed to be reliable and, although not guaranteed as to completeness or accuracy, is believed to be correct as of this date. Any statements involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. The form, terms and content of this Official Statement and its use by the Underwriters in connection with the sale of the 2021 Bonds have been duly authorized by the Board of Commissioners of the County. 24 APPENDIX A THE COUNTY OF NEW HANOVER APPENDIX A THE COUNTY OF NEW HANOVER [TO BE INSERTED] APPENDIX B MANAGEMENT'S DISCUSSION AND ANALYSIS AND THE BASIC 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 APPENDIX E BOOK ENTRY ONLY SYSTEM The Depository Trust Company a subsidiary of The Depository Trust & Clearing Corporation The Depository Trust Company ("DTC'), New York, NY, a subsidiary of the Depository Trust Company & Clearing Corporation, will act as securities depository for the 2021 Bonds (the "2021 Bonds "). The 2021 Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered bond will be issued for each maturity of the 2021 Bonds, in the aggregate principal component amount of such maturity, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2021 Bonds, AS DTC's PARTNERSHIP NOMINEE, REFERENCE HEREIN TO THE OWNERS OR REGISTERED OWNERS OF THE 2021 Bonds SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE 2021 Bonds. DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of the 2021 Bonds. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating: of AA +. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of 2021 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2021 Bonds on DTC's records. The ownership interest of each actual purchaser of the 2021 Bonds ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests with respect to the 2021 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive bonds representing their ownership interests in 2021 Bonds, except in the event that use of the book -entry system for the 2021 Bonds is discontinued. E -I To facilitate subsequent transfers, all 2021 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2021 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2021 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2021 Bonds arc credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2021 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2021 Bonds, such as prepayments, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2021 Bonds may wish to ascertain that the nominee holding the 2021 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Prepayment notices shall be sent to DTC. If less than all of the 2021 Bonds within an issue are being prepaid, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be prepaid. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2021 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts 2021 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). BECAUSE DTC IS TREATED AS THE OWNER OF THE 2021 BONDS FOR SUBSTANTIALLY ALL PURPOSES UNDER THE INDENTURE, BENEFICIAL OWNERS MAY HAVE A RESTRICTED ABILITY TO INFLUENCE IN A TIMELY FASHION REMEDIAL ACTION OR THE GIVING OR WITHHOLDING OF REQUESTED CONSENTS OR OTHER DIRECTIONS. IN ADDITION, BECAUSE THE IDENTITY OF BENEFICIAL OWNERS IS UNKNOWN TO THE COMMISSION, TO THE COUNTY, TO DTC OR TO THE TRUSTEE, IT MAY BE DIFFICULT TO TRANSMIT INFORMATION OF POTENTIAL INTEREST TO BENEFICIAL OWNERS IN AN EFFECTIVE AND TIMELY MANNER. BENEFICIAL OWNERS SHOULD MAKE APPROPRIATE ARRANGEMENTS WITH THEIR BROKER OR DEALER REGARDING DISTRIBUTION OF INFORMATION REGARDING THE 2021 BONDS THAT MAY BE TRANSMITTED BY OR THROUGH DTC. E -2 Prepayment proceeds, distributions, and Installment Payments on the 2021 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, the County or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of prepayment proceeds, distributions, and Installment Payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the Trustee's responsibility; disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. THE COMMISSION AND THE COUNTY CANNOT AND DO NOT GIVE ASSURANCE THAT DIRECT AND INDIRECT PARTICIPANTS WILL PROMPTLY TRANSFER PAYMENTS TO BENEFICIAL OWNERS. DTC may discontinue providing its services as depository with respect to the 2021 Bonds at any time by giving reasonable notice to the Commission, the County and the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2021 Bond certificates are required to be printed and delivered. The Commission or the County may decide to discontinue use of the system of book - entry-only transfers through DTC (or a successor securities depository). In that event, 2021 Bond certificates will be printed and delivered to DTC. The information in this Appendix E concerning DTC and DTC's book -entry system has been obtained from sources the Commission and the County believe to be reliable, but the Commission and the County take no responsibility for the accuracy thereof. THE COMMISSION, THE COUNTY AND THE TRUSTEE HAVE NO RESPONSIBILITY OR OBLIGATION TO DTC, THE DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT, OR THE MAINTENANCE OF ANY RECORDS; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE 2021 BONDS, OR THE SENDING OF ANY TRANSACTION STATEMENTS; (3) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE INDENTURE TO BE GIVEN TO OWNERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS UPON ANY PARTIAL PREPAYMENT OF THE 2021 BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF THE 2021 BONDS, INCLUDING ANY ACTION TAKEN PURSUANT TO AN OMNIBUS PROXY. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources the Commission and the County believe to be reliable, but the Commission and the County take no responsibility for the accuracy thereof. E -3 #80327106_0