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Agenda 06-17-2024JUNE 17, 2024 9:00 AM LO CAT ION (NHC Historic Courthouse, 24 North 3rd Street, Room 301) MEETI NG CA LLED TO ORDER (Chair Bill Rivenbark) I NVOCATI ON (Pastor Tim Blevins, Life Church) PLED GE OF A LLEGI A NCE (Commissioner Jonathan Barfield, Jr.) APPROVAL OF CONSENT AGENDA CONSENT AGENDA ITEMS OF BUSINESS 1. Approval of Minutes 2. Adop6on of Budget Amendments 3. Approval of New Hanover County Schools Capital Outlay Fund Budget Transfer 4. Approval of Department of Homeland Security, Federal Emergency Management Agency, Port Security Grant Applica6on 5. Adop6on of a Resolu6on to Dispose of Surplus Property According to Procedures Outlined in North Carolina General Statute 160A-Ar6cle 12 6. Adop6on of a Resolu6on to Approve the Dona6on of ten (10) Patrol Bicycles used for Law Enforcement to UNCW 7. Adop6on of Resolu6on Appoin6ng Map Review Officers 8.Approval of Proposed Revisions to Rules of Procedures 9. Second Reading: Approval of New Hanover County Abandoned Vessel Ordinance 10. Second Reading: Approval of Solid Waste Franchise for Ideal Trash and Recycling LLC ESTIMATED MINUTES REGULAR AGENDA ITEMS OF BUSINESS 10 11. Presenta6on of Service Awards and Introduc6on of New Employees 5 12. Considera6on of Men's Health Month Proclama6on 10 13.Public Hearing and Considera6on of Resolu6on for the 2024 Limited Obliga6on Bonds on Proposed Not-to-Exceed $37,500,000 Installment Financing of Capital Projects Board of Commissioners - June 17, 2024 10.1 Adoption of a Resolution to Support N.C. Senator Michael Lee's Request for State Funding to Repair Roads in New Hanover County 10 14.Public Hearing Appropria6ons and Expenditures for Economic Development and Economic Incen6ve Agreements 15 15.Public Hearing Presenta6on of the New Hanover County Non-County Agency Funding CommiDee Recommenda6ons and Public Hearing on the Fiscal Year 2024-2025 Recommended Budget 45 16.Public Hearing Text Amendment Request (TA23-03) - Request by New Hanover County Planning and Land Use to amend Ar6cles 2 and 5 of the Unified Development Ordinance to incorporate standards for electric vehicle charging sta6ons 15 17. Considera6on of Workforce Housing Services Program Request for Proposals for Fiscal Year 2025 18. CommiDee Appointments PUBLIC COMMENTS ON NON-AGENDA ITEMS (limit three minutes) ESTIMATED MINUTES ADDITIONAL AGENDA ITEMS OF BUSINESS 19.Addi6onal Items County Commissioners County Manager Clerk to the Board County ADorney 20.ADJOURN Note: Minutes listed for each item are es*mated, and if a preceding item takes less 6me, the Board will move forward un6l the agenda is completed. Mission New Hanover County is commiDed to providing equitable opportuni6es and excep6onal public services through good governance to ensure a safe, healthy, secure and thriving community for all. Vision A vibrant, prosperous, diverse coastal community commiDed to building a sustainable future for future genera6ons. Core Values Professionalism - Equity - Integrity - Innova6on - Stewardship - Accountability Board of Commissioners - June 17, 2024 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: Governing B ody P R E S E N T E R (S ): Kym C rowell, C lerk to the B o ard C O N TA C T (S ): Kym C rowell S U B J EC T: A pprov al of M inutes B R I E F S U M M A RY: Appro ve minutes from the following meengs: Agenda Review held o n May 30, 2024 Regular Meeng held o n J une 3, 2024 S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance Effecve County Management I ncreas e transparency and aw ar enes s about county acons R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Appro ve minutes. C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro ve minutes. C O M M I S S I O N E R S ' A C T I O N S : Approved 5-0. Board of Commissioners - June 17, 2024 ITEM: 1 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: B udget P R E S E N T E R(S ): E ric C redle, C hief Financial O fficer C O N TA C T (S ): E ric C redle and Amanda Kostusiak, B udget O fficer S U B J EC T: A dop%on of Budget A mendments B R I E F S U M M A RY: T he following budget amendments amend the annua l budget o rdinance for the fiscal year ending J une 30, 2024. 24-083 — L eases: To address necessary administra,ve requirements with a c c o un,ng standard, G AS B 87 for L eases f o r F Y 24. 24-084 — So3wa re: To address necessary administra,ve requirements with accoun,ng sta ndard, GA S B 96 f o r So 3ware f o r F Y 24. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance S trong F inancial Performance P roac,vely manage the county budget R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the o rdinances fo r the budget amendments listed. AT TA C H M E N T S : Descrip,on 24-083 24-084 C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adop,o n. C O M M I S S I O N E R S ' A C T I O N S : Adopted 5-0. Board of Commissioners - June 17, 2024 ITEM: 2 Section 1: Details of Budget Amendment Strategic Focus Area:Strong Financial Performance Strategic Objective(s):Proactively manage the county budget Decrease Increase Total (64,182)$ 20,092$ (44,090)$ (126,933)$ 35,176$ (91,757)$ (324,766)$ 11,660$ (313,106)$ (101,500)$ 450,023$ 348,523$ -$ 617,381$ 617,381$ (617,381)$ 1,134,332$ 516,951$ Decrease Increase Total -$ 516,951$ 516,951$ -$ 516,951$ 516,951$ Decrease Increase Total (56,424)$ -$ (56,424)$ -$ 56,424$ 56,424$ (56,424)$ 56,424$ -$ Section 2: Explanation Section 3: Documentation of Adoption Adopted, this 17th day of June, 2024. (SEAL) ATTEST: Total Fund: Fire Rescue Expenditure: General Government Human Services Public Safety Culture and Recreation Debt Service Kymberleigh G. Crowell, Clerk to the Board This ordinance shall be effective upon its adoption. Total Total BA 24-083 Other Financing Source Revenue: NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of New Hanover County, North Carolina, that the Ordinance for Budget Amendment(s) 24-083 amending the annual budget ordinance for the fiscal year ending June 30, 2024, is adopted. William E. Rivenbark, Chairman BA 24-083 - New Hanover County implemented accounting standard, GASB 87, Leases, in Fiscal Year 2022. This budget amendment is required to remain compliant with this accounting standard. When GASB 87 is deemed to be applicable to a lease, expenses are shown as debt service payments versus an operating expense. Additionally, a capital outlay expense is recorded at the time the lease is executed to record the right to use the asset. This budget amendment is being proposed to address necessary administrative requirements for Fiscal Year 2024. BA 24-083 Expenditures by Function Public Safety Debt Service BA 24-083 Expenditures by Function 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, 2024. NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2024 BUDGET June 17, 2024AGENDA: Expenditure: Fund: General Department: Various Board of Commissioners - June 17, 2024 ITEM: 2 - 1 - 1 Section 1: Details of Budget Amendment Strategic Focus Area:Strong Financial Performance Strategic Objective(s):Proactively manage the county budget Decrease Increase Total (1,440,644)$ 1,205,196$ (235,448)$ (132,013)$ 598,809$ 466,796$ (60,245)$ 175,288$ 115,043$ (7,902)$ 23,057$ 15,155$ -$ 1,840,804$ 1,840,804$ (1,640,804)$ 3,843,154$ 2,202,350$ Decrease Increase Total -$ 2,202,350$ 2,202,350$ -$ 2,202,350$ 2,202,350$ Decrease Increase Total (65,000)$ 195,000$ 130,000$ -$ 65,000$ 65,000$ (65,000)$ 260,000$ 195,000$ Decrease Increase Total -$ 195,000$ 195,000$ -$ 195,000$ 195,000$ Decrease Increase Total (56,000)$ 150,000$ 94,000$ -$ 56,000$ 56,000$ (56,000)$ 206,000$ 150,000$ Decrease Increase Total -$ 150,000$ 150,000$ -$ 150,000$ 150,000$ Decrease Increase Total (55,622)$ -$ (55,622)$ -$ 55,622$ 55,622$ (55,622)$ 55,622$ -$ General Government BA 24-084 Expenditures by Function 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, 2024. NEW HANOVER COUNTY BOARD OF COMMISSIONERS AN ORDINANCE AMENDING THE FISCAL YEAR 2024 BUDGET June 17, 2024AGENDA: Expenditure: Fund: General Department: Various Total Total BA 24-084 Other Financing Source Revenue: BA 24-084 Expenditures by Function Debt Service Human Services Expenditure: Debt Service Fund: Emergency Telephone System Fund - Article 3 Expenditure: BA 24-084 Expenditures by Function Total Revenue: BA 24-084 Other Financing Source Total Fund: Fire Rescue Expenditure: Public Safety Culture and Recreation Fund: Stormwater Services Public Safety Public Safety Debt Service Total Revenue: BA 24-084 Other Financing Source Total BA 24-084 Expenditures by Function General Government Debt Service Total Board of Commissioners - June 17, 2024 ITEM: 2 - 2 - 1 Section 3: Documentation of Adoption Adopted, this 17th day of June, 2024. (SEAL) ATTEST: Kymberleigh G. Crowell, Clerk to the Board 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) 24-084 amending the annual budget ordinance for the fiscal year ending June 30, 2024, is adopted. William E. Rivenbark, Chairman BA 24-084 New Hanover County implemented accounting standard, GASB 96, Software,in Fiscal Year 2023. This budget amendment is required to remain compliant with this accounting standard. When GASB 96 is deemed to be applicable to a software, expenses are shown as debt service payments versus operating expenses. Additionally, a capital outlay expense will be recorded at the time the subscription is executed to record the right to use the asset. This budget amendment is being proposed to address necessary administrative requirements for Fiscal Year 2024. Section 2: Explanation Board of Commissioners - June 17, 2024 ITEM: 2 - 2 - 2 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: Finance P R E S E N T E R(S ): Eddie Anderso n, N H C S Assistant Superintendent o f O perao ns C O N TA C T (S ): E ric C redle, C hief Financ ial O fficer and Amanda Kostusiak, B udget O fficer S U B J EC T: A pprov al of N ew Hanover C ounty S chools C apital Outlay F und Budg et Transfer B R I E F S U M M A RY: T he B oard of Educaon (“B O E ”) requests approval f o r realloca o n of c apital pro ject funds related to the annual county capital appropriaon and the 2014 bond issuanc e, a s follows: 1. 2014 $160 Millio n School B ond for C apital Pro jects: the B O E requests transferring $177,906 in savings f ro m completed pro jects to fund renovaons at Myrtle Grove Middle S chool. 2. Annual C ounty C apital Appropriaon: the B O E requests tra nsf erring a total o f $2,197,947 to f und the following: — N ew Hano ver High School structural repa ir projec t ($1,840,540) — Renovao ns at Myrtle Grove Middle School ($22,094) — W illiston Middle School boiler replacement ($31,313) — Anderso n E lementary School playground equipment ($15,000) — W inter Park E lementary School li? stao n repla c ement ($289,000) T hese f unds are being transf erred f ro m various co mpleted pro jects (to taling $306,982), as well a s deferring the following pro jects: — Replacing U nderground Storage Tanks with Above-Gro und S to rage Tanks ($402,000) — Ashley High Scho o l painng ($212,690) — Trask/L aney traffic improvements ($1,276,275) S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance Effecve County Management I ncreas e transparency and aw ar enes s about county acons R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Appro ve the capital projects transfers requested by the N ew H ano ver C o unty Scho o ls. AT TA C H M E N T S : Descripon Budget Amendment Board of Commissioners - June 17, 2024 ITEM: 3 C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro val. C O M M I S S I O N E R S ' A C T I O N S : Approved 5-0. Board of Commissioners - June 17, 2024 ITEM: 3 Capital BT/BA for June 2024 BOE Requested:  Eddie Anderson 5/15/24 PROJECT NAME budget code Debit (I) Credit (D) Local Capital: Misc Contracts ‐Safety & Security 41.0816.90000.55290.00000.922.00.620.0.90222 134.67$                 Ethernet Cabling 41.0816.90000.55290.91000.000.00.620.0.90231 600.59$                 Bellamy MU Supplies and Materials 41.0816.90000.54110.00000.923.00.620.0.90465 2.91$                      Bellamy MU Furn and Equip ‐Invent 41.0816.90000.54610.00000.923.00.620.0.90465 16.89$                    UST Replace with AST ‐ Transp. PH2 41.0816.90000.55290.00000.923.00.620.0.90466 402,000.00$          DDC Master System misc contracts 41.0816.90000.55290.91000.923.00.620.0.90483 5,000.00$              Paint Ashley HS ‐ PH3 41.0816.90000.55290.32700.924.00.620.0.90224 212,690.00$          Ashley TrackFurn and Equip ‐Invent 41.0816.90000.54610.32700.924.00.620.0.90457 0.44$                      Ashley Track Renovation PH2 41.0816.90000.55290.32700.924.00.620.0.90457 17,232.82$            Traffic Improv Trask Laney PH2 41.0816.90000.55290.00000.924.00.620.0.90473 1,276,275.20$      Construct Culinary Clsrm NHHS 41.0816.90000.55290.35200.924.00.620.0.90487 131,535.00$          Artificial Turf ‐ Laney HS 41.0816.90000.55290.32600.924.00.620.0.90488 64,514.00$            Bellamy doors Misc Contracts 41.0816.90000.55290.33800.924.00.620.0.96297 49,449.40$            UST Replace with AST ‐ Transp. PH2 41.0816.90000.55290.00000.924.00.620.0.90466 20,000.00$            Stage Curtain Repairs 41.0816.90000.55290.00000.922.00.630.0.96269 667.32$                 Chiller Replacement NHHS 41.0816.90000.55290.35200.922.00.630.0.96270 6,264.90$              CN Freezer door rplct  Misc Contracts 41.0819.90000.55290.00000.923.00.630.0.96304 8,417.21$              Stage Curtain Replacements var 41.0816.90000.55290.00000.924.00.630.0.96269 946.00$                 Batting Cage install ‐ Hoggard 41.0816.90000.55290.34200.924.00.630.0.96301 2,200.00$              NHHS Structural Repairs 41.0816.90000.55220.35200.924.00.620.0.90489 1,485,842.86$         NHHS Structural Repairs         new code 41.0816.90000.55220.35200.923.00.620.0.90489 354,697.14$            new codes: req MGMS have same proj # as bond Myrtle Grove Renovns 41.0816.90000.55290.35100.922.00.620.0.90010 7,066.89$                 Myrtle Grove Renovns 41.0816.90000.55290.35100.923.00.620.0.90010 6,009.66$ Myrtle Grove Renovns 41.0816.90000.55290.35100.921.00.620.0.90010 600.59$ Myrtle Grove Renovns 41.0819.90000.55290.35100.923.00.620.0.90010 8,417.21$ Williston Boiler Rplmt             new code 41.0816.90000.55290.39200.923.00.630.0.96302 31,313.00$              Anderson Playground Equip new code 41.0816.90000.55290.32300.923.00.630.0.XXXXX 15,000.00$              Winter Park Lift Station Rplmt 41.0816.90000.55290.40000.924.00.630.0.96298 289,000.00$            2014 Bond: Brogden Hall 41.0900.90000.55290.35200.000.00.620.0.90048 239.50$                 Bellamy roof 41.0900.90000.55220.33800.000.00.620.0.90052 18,839.94$            Bellamy roof 41.0900.90000.55260.33800.000.00.620.0.90052 570.00$                 Program Management 41.0900.90000.55290.91000.000.00.620.0.90041 604.35$                 Admin Specialist (Central Supp 41.0900.90000.51530.91000.000.00.620.0.90041 45,090.06$            Empee Allow Tax‐PrgramMgmt 41.0900.90000.51820.91000.000.00.620.0.90041 403.32$                 Employer SS Cost ‐ Regular 41.0900.90000.52110.91000.000.00.620.0.90041 9,201.26$              Employer Retirement Cost ‐ Reg 41.0900.90000.52210.91000.000.00.620.0.90041 10,652.94$            Employer Hospitalization Ins C 41.0900.90000.52310.91000.000.00.620.0.90041 2,835.94$              Bond contingency 41.0900.90000.53990.91000.000.00.620.0.90042 89,468.34$            Myrtle Grove Renvns 41.0900.90000.55290.35100.000.00.620.0.90010 177,905.65$            $2,375,853.00 $2,375,853.00 Board of Commissioners - June 17, 2024 ITEM: 3 - 1 - 1 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: Sheriff P R E S E N T E R(S ): C hief D eputy J o nathan Hart C O N TA C T (S ): C hief D eputy J onathan H art S U B J EC T: A pprov al of Department of Homeland S ecurity, Federal E mergenc y M anagement A genc y, Port S ec urity Grant A pplica4on B R I E F S U M M A RY: T he Sheriff's O ffi ce wishes to apply for the 2024 H o meland Security, Port S ecurity Grant. T he total grant amo unt requested is $111,374, which includes four (4) po rtable radio s and three (3) Mari/me trainings fo r the E mergency Respo nse Team a nd Mari/me U nit. T he required match is $14,567 (13% of the tota l) and is included in the Fiscal Year (F Y ) 2024-2025 Recommended B udget. N ormally, this gra nt requires a 25% match; however, there were two (2) training items that did not require a match. T he match is included in the F Y 24-25 Recommended B udget. T his is a three-year grant, beginning September 1, 2024, and ending August 31, 2027. T he Port Security Grant is used to f und equipment f o r enf o rcement ac/vity related to the Po rt o f W ilmington and the waterways surrounding N ew Hanover C ounty. T his request includes four (4) po rtable radios and Mari/me training f o r the E mergency Response Team and Mari/me U nit. S T R AT EGI C P L A N A L I G N M E N T: Community S afety & Well-being The community s upports a life that mi/gates health and s afety ris k s Effec/vely and efficiently res pond to public health and s afety demands . R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Appro ve submissio n of the 2024 Port Security Grant applica /o n. C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro val. C O M M I S S I O N E R S ' A C T I O N S : Approved 5-0. Board of Commissioners - June 17, 2024 ITEM: 4 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: Facili es Management P R E S E N T E R(S ): E ric C redle, C hief Financial O ffi cer and Sara Warmuth, C hief Facili es O fficer C O N TA C T (S ): E ric C redle, Sara Warmuth, J ulia L a B ombard, D eputy C hief Facili es O fficer S U B J EC T: A dop%on of a Resolu%on to Dispose of S urplus P roperty A c c ording to P roc edures O utlined in N orth C arolina General S tatute 160A-A r%cle 12 B R I E F S U M M A RY: N o rth C arolina General Statute (N C GS) 160A-Ar cle 12 governs the sale and disposi o n of surplus pro perty. C urrently, the c o unty has certain supplies, materia ls, equipment, and apparatus that are surplus to its opera o ns. A complete list of these items including a descrip on is a0ached a s E xhibit "A". Following bo ard approval, non-profit organiza ons will have the opportunity to inspect and purchase certain pro perty prio r to being so ld by auc on. A6erwards, all rema ining property will be disposed of acco rding to the procedures prescribed in N C G S 160A-270(c), which a utho rizes the dispo sal of personal property electronically using an exis ng private o r public electronic auc on service. Staff pro poses to u lize the services of Go vD ea ls, an online internet-based pro vider servicing governmental en es. Any items not sold electronically will be disposed of by any o ther method autho rized by the statutes including discarding. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance S trong F inancial Performance P roac vely manage the county budget R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Declare property surplus and adopt resolu on autho rizing the sa le of the equipment electronically using Go vD eals or dispo sal by any other method authorized by N C Genera l Sta tutes including discarding. AT TA C H M E N T S : Descrip on Auction Resolution Exhibit A - Auction List Board of Commissioners - June 17, 2024 ITEM: 5 Public Notice C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro ve pro perty sale and adopt reso lu on. C O M M I S S I O N E R S ' A C T I O N S : Adopted resolution and approved property sale 5-0. Board of Commissioners - June 17, 2024 ITEM: 5 NEW HANOVER COUNTY BOARD OF COMMISSIONERS RESOLUTION DISPOSAL OF SURPLUS PROPERTY WHEREAS, New Hanover County owns certain personal property itemized on attached Exhibit A that is no longer functional for governmental purposes; and WHEREAS, the New Hanover County Board of Commissioners is desirous of declaring the property surplus and disposing of the property as authorized by North Carolina General Statute (NCGS) 160A-Article 12; and WHEREAS, following the board’s approval, the board wishes to allow non-profit organizations the opportunity to inspect and purchase the property prior to being sold by public auction; and WHEREAS, all remaining property will be disposed of according to the procedures prescribed in NCGS 160A- 270(c) which authorizes the disposal of personal property electronically using an existing private or public electronic auction service; and WHEREAS, items not sold by electronic auction will be disposed of using any other method authorized in the NCGS 160A-Article 12 including discarding the items. NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of Commissioners as follows: 1. The personal property itemized on the attached Exhibit A is hereby declared to be surplus property. 2. The chief financial officer’s designated representative, pursuant to the provisions of NCGS 160A-270(c), is hereby authorized to dispose of the personal property listed by electronic public auction and any property not sold by electronic means may be disposed of using any other method authorized by the NCGS 160A- Article 12, and that said representative be further authorized and directed to execute necessary documents, transfer title, add/delete items from the surplus list, and perform all necessary functions associated with this disposal. 3. Non-profit organizations will be given the opportunity to inspect and purchase the property prior to being sold by public auction. 4. All surplus property will be sold “as is,” all sales will be final. New Hanover County makes no express or implied warranties of merchantability of any surplus property, or part thereof, or its fitness for any particular purpose regardless of any oral statements that may be made concerning the surplus property or any part thereof. 5. A notice summarizing this resolution and the sale of the surplus property shall be advertised on the county’s website and/or in the Wilmington StarNews at least ten (10) days prior to the electronic public auction. ADOPTED this the 17th day of June, 2024. NEW HANOVER COUNTY William E. Rivenbark, Chair ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 5 - 1 - 1 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 620 Sheriff's Office Brian Kohlenberg 2CKDL63F376113575 2007 Pontiac Torrent 3.4L V6, burgundy. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 129,596 Replaced with new 621 Sheriff's Office Brian Kohlenberg 2FABP7BV0BX112023 2011 Ford Crown Victoria 4.6L V8 black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 143,957 Replaced with new 622 Sheriff's Office Brian Kohlenberg 2FABP7BV3AX118767 2010 Ford Crown Victoria 4.6L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 122,032 Replaced with new 623 Sheriff's Office Brian Kohlenberg 2B3AA4CT8AH303881 2010 Dodge Charger 5.7L V-8, black. Condition noted when removed from service: The engine ran, the transmission shifted, steering is stiff, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 118,920 Replaced with new 624 Sheriff's Office Brian Kohlenberg 2B3KA43H48H138583 2008 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, traction control light is on, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 129,287 Replaced with new 625 Sheriff's Office Brian Kohlenberg 2C3CDXAT7DH535643 2013 Dodge Charger 5.7L V8. black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Has power steering leak, oil pan leak and the suspension knocks. May have issues unknown to owner. 163,623 Replaced with new 05/31/2024 Page 1 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 1 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 626 Sheriff's Office Brian Kohlenberg 2C3CDXAT5DH535625 2013 Dodge Charger 5.7L, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Power steering needs to be replaced. May have issues unknown to owner. 127,225 Replaced with new 627 Sheriff's Office Brian Kohlenberg 2C3CDXAT6DH535634 2013 Dodge Charger 5.7L V8. black. Condition noted when removed from service: The engine ran, the transmission inoperable, and the heating and ac were operational when parked. May have issues unknown to owner. 155,214 Replaced with new 628 Sheriff's Office Brian Kohlenberg 2C3CDXAT9DH535627 2013 Dodge Charger 5.7L V8. black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Has damage to front bumper and small oil pan leak. May have issues unknown to owner. 123,043 Replaced with new 629 Sheriff's Office Brian Kohlenberg 2C3CDXAT0DH535628 2013 Dodge Charger 5.7L V8. black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 127,224 Replaced with new 630 Sheriff's Office Brian Kohlenberg 2C3CDXAT5DH535642 2013 Dodge Charger 5.7L V8 black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Has electrical issues: horn, cruise control and tail lights not operational. Has small oil pan leak. May have issues unknown to owner. 143,889 Replaced with new 631 Sheriff's Office Brian Kohlenberg 2C3CDXAT3DH535638 2013 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 153,436 Replaced with new 05/31/2024 Page 2 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 2 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 632 Sheriff's Office Brian Kohlenberg 1GNSK2E09DR175881 2013 Chevy Tahoe 4WD, 5.3L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 143,333 Replaced with new 633 Sheriff's Office Brian Kohlenberg 2FABP7BV8BX124386 2011 Ford Crown Victoria 4.6L V8 black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 121,350 Replaced with new 634 Sheriff's Office Brian Kohlenberg 2MEFM74V38X663135 2008 Mercury Grand Marquis 4.6L V8, light blue. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 129,135 Replaced with new 635 Sheriff's Office Brian Kohlenberg 2C3CDXATXDH716218 2013 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Engine light on (codes P2122 and P2127) and the front end rattles due to an issue with the strut or sway bar. May have issues unknown to owner. 144,113 Replaced with new 636 Sheriff's Office Brian Kohlenberg 2C3CDXATXDH716221 2013 Dodge Charger 5.7L V8 black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Left rear speed sensor signal not working. May have issues unknown to owner. 148,935 Replaced with new 637 Sheriff's Office Brian Kohlenberg 2C3CDXAT9EH220599 2014 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 150,619 Replaced with new 05/31/2024 Page 3 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 3 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 638 Sheriff's Office Brian Kohlenberg 2C3CDXAT3EH220601 2014 Dodge Charger 5.7L V8, black. Conditions noted when removed from service: Engine light on, traction control light on, knocking noise from engine, roaring when coasting, will not go above 2,000 rpm, needs upper and lower control arms, front strut bars and front struts. Transmission not shifting properly. May have issues unknown to owner. 166,667 Replaced with new 639 Sheriff's Office Brian Kohlenberg 2C3CDXAT7EH220603 2014 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Has small oil pan leak. May have issues unknown to owner. 156,849 Replaced with new 640 Sheriff's Office Brian Kohlenberg 2C3CDXAT9EH220604 2014 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, transmission needs to be rebuilt/replaced, AC does not work. Not drivable in current condition. May have issues unknown to owner. 161,655 Replaced with new 641 Sheriff's Office Brian Kohlenberg 2C3CDXAT8EH220609 2014 Dodge Charger 5.7L V8, black. Conditions noted when removed from service: Has engine noise on passenger side engine mount. Will not run. Needs cam & lifters replaced. May have issues unknown to owner. 135,957 Replaced with new 642 Sheriff's Office Brian Kohlenberg 2C3CDXAT2EH367430 2014 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 136,156 Replaced with new 643 Sheriff's Office Brian Kohlenberg 2C3CDXAT4EH367431 2014 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 131,305 Replaced with new 644 Sheriff's Office Brian Kohlenberg 2C3CDXAT6FH800880 2015 Dodge Charger 5.7L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse when parked. Air conditioning does not work. Needs rack & pinion, sway bar and bushings. May have issues unknown to owner. 127,066 Replaced with new 05/31/2024 Page 4 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 4 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 645 Sheriff's Office Brian Kohlenberg 2MEFM74V37X615021 2007 Mercury Grand Marquis 4.6L V8, gray. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 172,581 Replaced with new 646 Sheriff's Office Brian Kohlenberg 2MEFM74VX8X622047 2008 Mercury Grand Marquis 4.6L V8, blue. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 203,591 Replaced with new 647 Sheriff's Office Brian Kohlenberg 1FTPX14V88FA77813 2008 Ford F-150 4WD, 5.4L V8, tan. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Has small oil pan leak. May have issues unknown to owner. 164,060 Replaced with new 648 Sheriff's Office Brian Kohlenberg 1FMJK1G53CEF01036 2012 Ford Expedition EL XL, 4WD, 5.4L V8. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 134,232 Replaced with new 649 Sheriff's Office Brian Kohlenberg 1FMJK1G52AEB64985 2010 Ford Expedition EL XL, 4WD, 5.4L V8. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 161,179 Replaced with new 650 Sheriff's Office Brian Kohlenberg 1FMPU16576LA72652 2006 Ford Expedition, 4WD, 5.4L V8, red. Condition noted when removed from service: The engine ran and the heating and ac were operational when parked. Need transmission rebuilt/replaced. May have issues unknown to owner. 213,994 Replaced with new 651 Sheriff's Office Brian Kohlenberg 2MEFM74V48X625672 2008 Mercury Grand Marquis 4.6L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 86,958 Replaced with new 05/31/2024 Page 5 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 5 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 652 Sheriff's Office Brian Kohlenberg 1GKES16S366124885 2006 GMC Envoy XL, 2WD, 4.2L Inline 6. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 114,905 Replaced with new 653 Sheriff's Office Brian Kohlenberg 2FAHP71W44X121816 2004 Ford Crown Victoria 4.6L V8, green. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 158,188 Replaced with new 654 Sheriff's Office Brian Kohlenberg 2MEHM75V77X621041 2007 Mercury Grand Marquis 4.6L V8, blue. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, the heating and ac were operational, but the ac intermittently shifts to defrost. May have issues unknown to owner. 157,242 Replaced with new 655 Sheriff's Office Brian Kohlenberg 2MEFM74V97X604296 2007 Mercury Grand Marquis 4.6L V8, burgundy. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 129,249 Replaced with new 656 Sheriff's Office Brian Kohlenberg 1FTSS3ESXDDA09172 2013 Ford E-350 Super Duty Van, RWD, 6.8L V10, white. Conditions noted when removed from service: Needs engine replaced. May have issues unknown to owner. 303,969 Replaced with new 657 Sheriff's Office Brian Kohlenberg 2MEFM74V06X626864 2006 Mercury Grand Marquis 4.6L V8, light green. Condition noted when removed from service: The engine ran but consumes oil, the transmission shifted, it moves both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 148,186 Replaced with new 658 Sheriff's Office Brian Kohlenberg 2CTALSECXB6429588 2011 GMC Terrain SLE, 2WD, 2.4L Inline 4, silver. Condition noted when removed from service: The engine ran but consumes oil, the transmission shifted, it moves both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 94,023 Replaced with new 05/31/2024 Page 6 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 6 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 659 Sheriff's Office Brian Kohlenberg 2MEFM75V87X623047 2007 Mercury Grand Marquis 4.6L V8, burgundy. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 114,327 Replaced with new 660 Sheriff's Office Brian Kohlenberg 1GCEK29039Z214407 2009 Chevrolet Silverado 1500, 4WD, 5.3L V8, white. Condition noted when removed from service: Electrical will not shut off and NCSI fuse block burnt and ground to engine, engine melted connector for instrument panel. May have additional issues unknown to owner. 177,883 Replaced with new 661 Sheriff's Office Brian Kohlenberg 1FMEU73806UB01105 2006 Ford Explorer XLT, 4WD, 4.6L V8, silver. Condition noted when removed from service: The engine ran but has an oil pan leak, the transmission shifted, it moves both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 182,924 Replaced with new 662 Sheriff's Office Brian Kohlenberg 1J4GX48N74C412951 2004 Jeep Grand Cherokee, 2WD, 4.7L V8, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Needs radiator, oil pan gasket leaking, possible transmission gasket leak. May have issues unknown to owner. 112,554 Replaced with new 663 Fire Rescue Brian Kohlenberg 1GCEK19V15Z292541 2005 Chevrolet Silverado 1500, 4WD, 4.8L V8, white. Condition noted when removed from service: The engine does not start, water pump leaking, window master switch not working, headliner sagging, oil leak. May have issues unknown to owner. 168,088 Replaced with new 664 Facilities Management Brian Kohlenberg 1FTRE14W66HA42115 2006 Ford E-150 Super Duty Van, 4.6L V8, white. Condition noted when removed from service: The engine ran but has a tapping noise, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Water pump leaks and oil leaks. May have issues unknown to owner. 103,252 Replaced with new 05/31/2024 Page 7 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 7 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 665 Facilities Management Brian Kohlenberg 1D4GP25E87B246659 2007 Dodge Caravan 3.3L V6, white. Condition noted when removed from service: The engine runs but has oil leaks at oil pan and front crank seal, the transmission shifts, it moves both forward and in reverse, and the heating and ac was operational when parked. May have issues unknown to owner. 159,075 Replaced with new 666 Facilities Management Brian Kohlenberg 2FMZA52286BA51541 2006 Ford Freestar 4.2L V6, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Issue with ABS the brake pedal goes to the floor when brakes are applied when parked. May have issues unknown to owner. 133,838 Replaced with new 667 HHS Brian Kohlenberg 1GCHK24U96E289431 2006 Chevrolet Silverado 2500HD, 4WD, 6.0L V8, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Small oil leak around filter and pan. May have issues unknown to owner. 114,073 Replaced with new 668 HHS Brian Kohlenberg 1GCHK24U76E255634 2006 Chevrolet Silverado 2500HD, 4WD, 6.0L V8, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 147,701 Replaced with new 669 HHS Brian Kohlenberg 2D4RN4DE3AR487422 2010 Dodge Grand Caravan 3.3L, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 125,961 Replaced with new 670 HHS Brian Kohlenberg 3FAHP0GA1CR131655 2012 Ford Fusion 2.5L Inline 4, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. Driver's side CV axle seal leaking. May have issues unknown to owner. 122,588 Replaced with new 05/31/2024 Page 8 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 8 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 671 HHS Brian Kohlenberg 3FA6P0G73DR244004 2013 Ford Fusion 2.5L Inline 4, white. Condition noted when removed from service: The engine ran but has an oil pan leak, the transmission shifted, it moves both forward and in reverse, and the heating and ac were operational when parked. Shift handle is damaged. May have issues unknown to owner. 143,245 Replaced with new 672 Environmental Management Brian Kohlenberg 1FMJK1G54AEB64986 2010 Ford Expedition EL XLT, 4WD, 5.4L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moves both forward and in reverse, and the heating and ac were operational when parked. Has oil pan leak, leaking valve cover gasket and engine light is on. May have issues unknown to owner. 136,968 Replaced with new 673 Environmental Management Brian Kohlenberg 1FTNF21L34EC41892 2004 Ford F-250 Super Duty, 4WD, 5.4L V8, white. Condition noted when removed from service: The engine ran but has an oil pan leak, the transmission shifted, it moves both forward and in reverse, and the heating and ac were operational when parked. ABS light is on and tires need to be replaced. May have issues unknown to owner. 166,708 Replaced with new 674 Environmental Management Brian Kohlenberg 3D7JV1ET3BG632994 2011 Dodge Ram 1500 SLT, 4WD, 5.7L V8, white. Condition noted when removed from service: The engine runs rough and most likely needs to be replaced. The check engine light is on and has multiple error codes. Oil pan leaks. Heat and ac were operational when parked. Radio does not work. May have issues unknown to owner. 139,402 Cost to repair 675 Fire Rescue Brian Kohlenberg 3GNGK26U81G229691 2001 Chevrolet Suburban 2500, 4WD, 6.0L V8, white. Condition noted when removed from service: The engine ran, the transmission shifts, it moved both forward and in reverse, and the heating and ac was operational when parked. May have issues unknown to owner. 197,404 Replaced with new 676 Fire Rescue Brian Kohlenberg 1FMFK16569LA00282 2009 Expedition, 4WD, 5.4L V8, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 182,951 Replaced with new 05/31/2024 Page 9 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 9 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 677 Recycling and Solid Waste Brian Kohlenberg 1FTRF12236NB07114 2006 Ford F-150, 2WD, 4.2L V6, white. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 163,283 Replaced with new 678 Sheriff's Department Brian Kohlenberg 1GKS1AE07BR100801 2011 GMC Yukon SLE, 2WD, 5.3L V8, black. Condition noted when removed from service: The engine ran, the transmission shifted, it moved both forward and in reverse, and the heating and ac were operational when parked. May have issues unknown to owner. 142,476 Replaced with new 679 HHS Brian Kohlenberg CB15745 1997 Argo Conquest V894-38. Condition noted when removed from service: Engine stopped running in 2023, will need work done to the engine and fuel pump. Additional repairs may be needed that are unknown to owner. 355 hours Replaced with new 680 HHS Brian Kohlenberg Truck Bed (ONLY) - Fits 2008 Ford F-250. Has spray in bedliner, tailgate, bumper & lights, white. Condition noted when removed from service: Good condition, minor scratches and dents. No longer needed 681 Parks & Gardens Brian Kohlenberg 1MO4X2SJAHM120892 2017 John Deere Gator TS. Condition noted when removed from service: Engine ran and was drivable. May have issues unknown to owner. 1,426 hours Replaced with new 682 Parks & Gardens Brian Kohlenberg 1MO4X2SJTFM101232 2015 John Deere Gator TS. Condition noted when removed from service: Engine ran and was drivable. May have issues unknown to owner. 2,676 hours Replaced with new 683 Parks & Gardens Brian Kohlenberg 1MO4X2SJCCM070851 2012 John Deere Gator TS. Condition noted when removed from service: Engine ran and was drivable. May have issues unknown to owner. 4,415 hours Replaced with new 684 Facilities Management Brian Kohlenberg Amco Brake Lathe No. 6950 Twin Facing Tool. Motor and mechanical seemed to be in working order, however it has not been used in several years. May have issues unknown to owner. No longer needed 685 Facilities Management Brian Kohlenberg 0748A2119 Snap-On D-TAC Model No. EECS306 Battery Charger. Has not been used in years but was in working order when removed from service (date unknown). May have issues unknown to owner. Replaced with new 05/31/2024 Page 10 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 10 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 686 Facilities Management Brian Kohlenberg 3677, 40401 Lot containing: (1) Lincoln Model 367 Fuel Caddy, 25 Gallon, pump will not prime otherwise in good condition; (1) Eagle 5-gallon metal gas can, rusted on the outside but doesn't appear to have any leaks; and (1) Balcrank 3000PSI Retractable Fluid Reel, Model No. 2120-15,high pressure hose needs to be replaced, retractable mechanism needs to be lubricated to work smoothly. May have issues unknown to owner. No longer needed 687 Facilities Management Brian Kohlenberg DS001253 Ease Diagnostics Stand Alone OBD II NCAS. OBSOLETE in North Carolina due to system upgrade requirements of switching to VPN in 2024. Was in working order in the summer of 2023 when taken out of service. Replaced with new 688 Facilities Management Brian Kohlenberg 07169.50.2021 Date code - XNMH Lot containing: (1) Merlin 3/8" x 50' HD Retractable Air Hose Reel; (1) Lincoln Hose Reel Model No. 83753; (1) Lincoln Model No. 3414 Pressurized Used Oil Drain, 20 gallon; and (1) Tempco Model No. FM 3000 Hand Operated Fuel Transfer Pump, 30 Gallon, leaks oil. Replaced with new 689 Technology Helen Nelson SG62NC2404W Lot containing (1) HP Model No. C7780B Large format printer/plotter. Item not guaranteed to be in working condition. No longer needed 690 Technology Helen Nelson IT LOT 1: Containing (65) Dell Latitude 5500 Laptops; (6) Dell Latitude 5510 Laptops; (4) Dell/HP Monitors; (3) HP printers; (3) Boxes of misc. cables; and (8) Keyboards. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 691 Technology Helen Nelson IT LOT 2: Containing (6) assorted size and make monitors; (2) 3D printers; (2) HP printers; (1) Compaq PD1006 desktop; and (1) cash register. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 692 Technology Helen Nelson IT LOT 3: Containing (45) Dell Latitude 3500 Laptops; (15) Dell Latitude 5510 laptops; (4) Boxes of misc. cables; (2) HP printers; (2) Dell Monitors; (2) Canon scanners; and (14) Keyboards. No Hard Drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 05/31/2024 Page 11 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 11 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 693 Technology Helen Nelson IT LOT 4: Containing (200) Assorted indoor/outdoor Cisco access points; and (2) Cisco 5500 controllers. Items not guaranteed to be in working condition. Replaced with new 694 Technology Helen Nelson IT LOT 5: Containing assorted Cisco switches (:1) 2800 Series; (2) Catalyst 3650; (2) Catalyst 3850; (2) Catalyst 6880; (2) Catalyst NAK; (2) Catalyst MDS 9124; (12) Catalyst 2960 X Series; (6) Catalyst 6800IA (1) Catalyst 3750; (1) Catalyst 440, (1) Catalyst 4500X; and (1) Unified Cisco Server (UCS). Items not guaranteed to be in working condition. Replaced with new 695 Technology Helen Nelson IT LOT 6: Containing (42) Dell OptiPlex desktops models 5050, 5060, 5070, quantities of each model unknown; (2) boxes assorted accessories & cables; and (3) 23" HP Monitors. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 696 Technology Helen Nelson IT LOT 7: Containing (2) OptiPlex 3010 desktops; (3) OptiPlex 7010 desktops; (22 Total) Dell OptiPlex 5050, 5060, 5040 desktops (quantities of each model unknown); (10) Assorted size monitors; (4) Dell monitor stands; (4) Dell Latitude Rugged 5414 Laptops; and (3) Assorted printers. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 697 Technology Helen Nelson IT LOT 8: Containing (7) Dell Latitude Rugged 5414 laptops; (15) HP ProBook 6560; (3) Monitor stands; (9) monitors; (21) laptops, various Toshiba, Compaq and Lenovo models; (1) Dell OptiPlex 5060 desktop; (1) Box of misc. cables; and (1) adding machine. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 05/31/2024 Page 12 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 12 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 698 Technology Helen Nelson IT LOT 9: Containing (26) assorted Dell desktops; (11) Dell Latitude 5500 laptops; (2) Dell Latitude 3500 laptops; (3) Dell Latitude 5414 Rugged Laptops; (8) Dell Latitude 5580 & 5590; (1) Dell OptiPlex 3010 desktop; (1) Dell printer; and (2) Boxes of assorted cables. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 699 Technology Helen Nelson IT LOT 10: Containing (4) assorted HP printers and accessory cables; (1) Dell Latitude 5510 Laptop; (1) VCR; and (1) Sharp Projector Model No. XR-10X. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 700 Technology Helen Nelson IT LOT 11: Containing (12) assorted Dell Monitors; (5) Assorted switches; (2) Servers; (1) Box of assorted cables; and (1) Brother label maker. Items not guaranteed to be in working condition. Replaced with new 701 Technology Helen Nelson IT LOT 12: Containing (20) assorted monitors; (2) HP printers; (1) Canon Scanner; (1) Box of assorted monitor stands & printer accessories; and (3) Dell Latitude 5414 Rugged Laptops. No hard drives. May or may not have memory. Items not guaranteed to be in working condition. Replaced with new 702 Technology Helen Nelson IT LOT 13: Containing (1) Video server; (3) printers, various makes/models; (2) Dell monitors; and (1) Box of assorted Legacy equipment. Items not guaranteed to be in working condition. Replaced with new 703 Technology Helen Nelson Reader - 32002501 Printer - 31175876 IT LOT 14: Containing (1) 1999 Microfilm SP2000 Reader. (1) MSP 3000 Printer. Both worked when removed from service. Items not guaranteed to be in working condition. Obsolete and unable to obtain service 704 Sheriff's Office Brian Kohlenberg 900747-10816429 Lot containing: (7) banks of lockers in various colors and sizes; (7) cleaning/trash carts; and (1) Tennant/Noble Floor Machine, Model No. V-WD-16B, operating condition unknown. No longer needed 05/31/2024 Page 13 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 13 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 705 Multiple Brian Kohlenberg Lot containing: (1) 2-drawer wood lateral filing cabinet; (6) 4-drawer metal file cabinets; (1) metal rolling book cart; (1) upholstered desk chair; (12) desks, various sizes and configurations; (1) black storage cabinet; and (2) picture frames. Replaced with New 706 Multiple Brian Kohlenberg Lot containing: (25) assorted office chairs, various colors and styles, poor condition. No longer needed 707 Multiple Brian Kohlenberg Lot containing: (10) vintage Windsor back, oak wood chairs; and (2) floral upholstered chairs in good condition. No longer needed 708 Multiple Brian Kohlenberg Lot containing: (29) Assorted office chairs, various colors and styles; (1) plastic storage bin containing Christmas decorations; and (1) wood hutch. No longer needed 709 Board of Elections Brian Kohlenberg Lot containing: (16) Franklin voting booths.Replaced with New 710 Sheriff's Office Brian Kohlenberg Spaceman - 192165 True Freezer - 5267576 Lot containing: (1) Spaceman Model No. 6220 ice cream maker; (2) Magic Chef Model No. MCBR360S Mini Refrigerators; (1) True Freezer Model No. T-19FZ, not in working order; and (36) small gray containers with sliding lids. Items not guaranteed to be in working condition. No longer needed 711 Sheriff's Office Brian Kohlenberg Lot containing: (3) Amana Washer Model No. NTW4516FW3; (2) Insignia Dryers (models unknown); (1) GE Washer Model No. GTW500ASN2WS; (1) GE Stacked Washer Dryer Combo Model No. W10305875; (5) Amana Dryers Model No. NED4655EW1; and (1) GE Dryer Model No. GTD33EASKOW. Items not guaranteed to be in working condition. Replaced with New 712 Sheriff's Office Brian Kohlenberg 209902 Modine Industrial Heat Exchanger Part No. 1A18337, not in working order (problem unknown). Replaced with New 713 Sheriff's Office Brian Kohlenberg 85-1083437 Hobart Commercial Dishwasher Model No. CLPS86E, 3PH/480V, not in working order (problem unknown). Replaced with New 714 Sheriff's Office Brian Kohlenberg 481903858, 481903861 Hobart Commercial Gas Oven Model No. HGC5-11D3; and (1) Hobart Commercial Grade Double Oven Model No. HGC5-1103. Operating condition unknown. Replaced with New 05/31/2024 Page 14 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 14 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 715 Museum Brian Kohlenberg Lot containing: (8) 12" x 8' Sch 80 PVC pipe, (6) 12" x 10' Sch 80 PVC pipe. Both sizes are used, without bells, and the outside of the pipe is painted. No longer needed 716 HHS Brian Kohlenberg Sanyo - 31214136, 09050109, 09050118, 09070202 Lot containing: (4) Sanyo Pharmaceutical Refrigerators: (1) Model No.MPR-414F and (3) Model No. MPR-514. In working condition when taken out of service (April, 2024). Current operating condition unknown. Replaced with New 717 HHS Brian Kohlenberg 133134 Lot containing miscellaneous health equipment: (1) Wheelchair; and (1) Healthometer Ritter Scale Model No. 309, calibration weight included. Current operating condition unknown. No longer needed 718 Facilities Management Brian Kohlenberg 57-058634, 115-A, 510010409, F70489928, D70425878, Z70270168, A70288852, Y70219604 Lot containing commercial vacuums and parts: (1) ProTeam ProForce 1500XP vacuum; (1) Royal MRY5500 vacuum; (1) Betco 8550900 vacuum; (6) Windsor/Sensor S12 vacuums, (22) Windsor/Sensor Filters P/N 86141450, new; (2) Windsor/Sensor Belts P/N 5110, new; (5 each) Windsor/Sensor Belts P/N 370043 & 672260-001, new. All were working when removed from service. Current operating condition unknown. Replaced with new 719 Facilities Management Brian Kohlenberg CA0020857, F70489919, F70489920, B70351514, Z70255109, B70351519, U70111323, Y70219590, C377003318 Lot containing commercial vacuums and parts: (5) Windsor/Sensor Model No. S12 Vacuums; (3) Windsor/Sensor Model No.S12 Vacuums, FOR PARTS ONLY; and (1) Karcher Model No. CVU 30/1 Vacuum. All were working when removed from service unless otherwise noted. Current operating condition unknown. Replaced with new 720 Facilities Management Brian Kohlenberg C377003311, C377003315, C377003313, C377003319, E377004903, C377003312, E377004906, C377003321, E377004902 Lot containing: (9) Karcher commercial vacuums, model no. CVU 30/1. All were working when removed from service. Current operating condition unknown.Replaced with new 05/31/2024 Page 15 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 15 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 721 Facilities Management Brian Kohlenberg Lot containing miscellaneous power tools: (6) Porter Cable Model No. PCC795 Wet/Dry Vacuums; (6) Porter Cable Model No. PCC600 20V Cordless Drill Drivers; (6) Porter Cable Model No. PCC640 20V Impact Drivers; (12) 20V Porter Cable Batteries; (6) 20V Porter Cable Battery Chargers; and (1) Bosch Model No. 11224 VRS, 120V Hammer Drill (not in working order). Items in working condition when removed from service unless otherwise noted. Current operating condition unknown. Replaced with new 722 Facilities Management Brian Kohlenberg 0913ST0730, 900420, 1067/7684, 115, 1214, 1218, G18G2164 Lot containing miscellaneous power and HVAC tools: (1) Paslode Trim Nail Gun (unknown model); (1) Paslode Model No. IMCT Framing Nail Gun; (1) Dwyer Model No. AFH2 Airflow Hood, not in working order; (2) Platinum Model No. C55JXKPK-5060 Vacuum Pumps, not in working order; (2) Eliminator Model No. C55JXKPK-5060 Vacuum Pumps, not in working order; and (1) Appion Model No. G5 Twin refrigerant recovery machine, not in working order. Current operating condition unknown. Replaced with new 723 Facilities Management Brian Kohlenberg Graco - BA2603, DeWalt - 45959 Lot containing: (1) Carlton Wire Reel Dispenser Model No. WK7203; (1) Dayton 2HP88 Air Cleaner; (1) Loren Cook Model No. GC160 Fan; (1) Graco Model No. Ultimate MX II 695 Paint Sprayer; and (1) DeWalt Model No. DW705 12" Compound Miter Saw with Rolling Stand(120V). All items working when removed from service unless otherwise noted. Current operating condition unknown. Replaced with new 724 Facilities Management Brian Kohlenberg 1572261-0599 593 North Star Propane Heated Pressure Washer Model No. 1572261B, fair condition, coil needs to be replaced. Current operating condition unknown. No longer needed 725 HHS Brian Kohlenberg 101449 2004 Clarke Grizzly Skid Mounted ULV Mosquito Sprayer with 18HP Twin Cylinder Briggs & Stratton Engine. Current operating condition unknown. Replaced with New 726 HHS Brian Kohlenberg 101445 2004 Clarke Grizzly Skid Mounted ULV Mosquito Sprayer with 18HP Twin Cylinder Briggs & Stratton Engine. Current operating condition unknown. Replaced with New 05/31/2024 Page 16 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 16 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 727 HHS Brian Kohlenberg 330264 MSC Milling & Drilling Machine Model No. 9512905, 120V. In working order when removed from service. Current operating condition unknown. No longer needed 728 Sheriff's Office Brian Kohlenberg NOTICE: PURCHASE RESTRICTED TO GOVERNMENT FUNDED LAW ENFORCEMENT AGENCIES ONLY. Lot containing: (62) Riot Shields, shield only, no handles; and (66) wood batons. No longer needed 729 Sheriff's Office Brian Kohlenberg Lot containing various Safariland 6360 ALS Triple Retention M&P Smith Wesson Holsters: (167) Right-Handed Holsters with light accommodation; (180) Right-Handed Holsters, no lights; (35) Left-Handed Holsters with light accommodation; and (35) Left-Handed Holsters, no lights. No longer needed 730 Sheriff's Office Brian Kohlenberg Lot containing: (12) Raxter Stinger single bike racks for 1.25" hitch, In working order when removed from service. Replaced with New 731 Sheriff's Office Brian Kohlenberg Lot containing (2) Kipor Sinemaster Digital Generators Model No. KGE3000Ti, 3000 watt/25 amps max output. In working order when removed from service (date unknown). Items not guaranteed to be in working condition. Replaced with New 732 Recycling & Solid Waste Brian Kohlenberg AKD01726 2006 Caterpillar D5NLGP Low Ground Pressure Bulldozer, 18,993 hours. Poor condition, needs new transmission, severe rust/corrosion, engine doors need hinges replaced, ran when parked but won’t start now, will need new batteries. Not guaranteed to be in working condition. 18,993 Hours Replaced with New 733 Recycling & Solid Waste Brian Kohlenberg AWF00777 2013 Caterpillar 826H Landfill Compactor with Cat cleats and fire suppression system. 8,558 hours. Poor condition, severe rust and corrosion, cab is in very bad condition, cleats 80% worn, fire suppression does not work. Ran when parked but won’t start now, will need new batteries Not guaranteed to be in working condition. 8,558 Replaced with New 734 Recycling & Solid Waste Brian Kohlenberg Prefab wood storage shed, 8' x 8' x 10' with 2' overhang above doors. Fair condition. No longer needed 735 Sheriff's Office Brian Kohlenberg Lot containing Jeep Wrangler rims: (5) size 17" x 7.5" rims removed from a 2023 Jeep Wrangler, like-new condition, no lug nuts included. Replaced with new 05/31/2024 Page 17 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 17 EXHIBIT A - AUCTION LIST Auction #Department Contact Serial/VIN #Description Mileage/ Hours Reason for Disposal 736 Sheriff's Office Brian Kohlenberg Lot containing GMC/Chevrolet OEM rims: (4) size 17" x 7.5" rims, good condition, no lugs nuts included. Replaced with new 737 Various Brian Kohlenberg Lot containing : (2) tube TVs; and (2) flatscreen TV's. Not guaranteed to be in working condition. Unknown 738 Sheriff's Office Brian Kohlenberg 004127, 4691CG Dental X-Ray system: includes (1) Dent-X Image 70 Plus X- Mind Controller Model No. 9992700101 and (1) Dent-X 70 Plus Intraoral X-Ray Generator Model No. 9992700130. Current operating condition unknown. ????? 739 Emergency Management Brian Kohlenberg Generac - 2007818 Trailer - NCX686506 Lot containing: (1) Generac 18KW Propane Generator Model No. 93A02384-S, 120/208V, 3PH with 100A main breaker and (6) 120V 20A breakers wired to (12) 20A 120V receptacles with weatherproof covers. Hours unknown. Generator will need service/safety check. It does not run, but engine did turn over when removed from service. Generator is mounted on a trailer built in 1986 outfitted with jack, spare tire & rim; and (2) 50 gallon propane tanks. Not guaranteed to be in working condition. unknown No longer needed 740 NC Cooperative Ext. & Arboretum Brian Kohlenberg 1TC1636GJBT020018 John Deere WG-36A walk behind mower with 36" deck. Runs and idles when removed from service this season. Currently has 588 hours but received a new motor, PTO clutch, and belts at 480 hours. 588 Replaced with New 741 NC Cooperative Ext. & Arboretum Brian Kohlenberg T44612007253, 505182221, 290194367, 510189373 Lot containing various lawn maintenance equipment: (1) Echo PAS-280 Bed Definer; (1) Stihl BR450C Backpack Blower, electric start does not work, pull start only; (1) Stihl BG600 Backpack Blower; (1) Stihl BG55Z Handheld Blower, will not idle; and (1) Stihl MS251 Wood Boss Chainsaw, bogs down when sideways & cutting. Items not guaranteed to be in working condition. Replaced with new battery powered equipment 742 NC Cooperative Ext. & Arboretum Brian Kohlenberg 291091338, 500360785, T45614169175, 508416789 Lot containing various lawn maintenance equipment: (1) Stihl FC110 Edger, shield is damaged; (1) Stihl HL100K Hedge Trimmer-extended reach with new blades; (1) Echo HC-152 Hedge Trimmer-standard; and (1) Stihl FS90R String Trimmer, bulb will not prime and machine will not start. All equipment ran and idled when removed from service unless noted otherwise. Items not guaranteed to be in working condition. Replaced with new battery powered equipment 05/31/2024 Page 18 of 18Board of Commissioners - June 17, 2024 ITEM: 5 - 2 - 18 PUBLIC NOTICE New Hanover County’s Board of Commissioners adopted a resolution at their meeting on Monday, June 17, 2024, declaring certain personal property surplus to the County’s operations. Non-profit organizations will have an opportunity to inspect and purchase certain property prior to being sold to the general public. Any non-profit organization interested in viewing the property should contact Brian Kohlenberg at 910-798- 4413 or email at bkohlenberg@nhcgov.com. Non-profits may take advantage of this opportunity beginning Wednesday, June 19, 2024, through Wednesday, June 26, 2024. Any remaining property will be offered for sale beginning Wednesday, July 3, 2024, using GovDeals, a company who provides online auction services to governmental entities. Registration is required for bidding. All items are sold “as is” and all payments must be made online through GovDeals. Acceptable methods of payment are credit card (Visa, Mastercard, American Express, Discover), PayPal and wire transfer. Please review the terms and conditions prior to bidding. For questions about using the GovDeals website, please contact GovDeals at (800) 613-0156 . View a complete list of the available surplus items here. New Hanover County reserves the right to remove any items from this list at any time. Board of Commissioners - June 17, 2024 ITEM: 5 - 3 - 1 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: Sheriff P R E S E N T E R(S ): C hief D eputy J o nathan Hart C O N TA C T (S ): C hief D eputy J onathan H art S U B J EC T: A dop%on of a Resolu%on to A pprove the Dona%on of ten (10) Patrol Bicy c les used for L aw E nforcement to U N C W B R I E F S U M M A RY: T he N ew Hanover C ounty Sheriff's O ffice ha s ten (10) patrol bicycles that are surplus to its o pera#ons and wo uld like to donate them to the U niversity o f N o rth C aro lina W ilmington (U N C W ) to allow U N C W o fficers to patrol the campus. T he descrip#o n of the bicycles are deta iled belo w. S E R I AL #M A K E M O D E L S I Z E W T U 038C 0255E T R E K S S R 19.5 W T U 164C 1844G T R E K S S R 21 W T U 164C 1847G T R E K S S R 19.5 W T U 267C 1526F T R E K S S R 19.5 W T U 268C 0961F T R E K S S R 19.5 W T U 341C 0056E T R E K S S R 19.5 W T U 341C 0057E T R E K S S R 19.5 W T U 343C 0083E T R E K S S R 19.5 W T U 343C 0293E T R E K S S R 19.5 W T U 343C 0319E T R E K S S R 19.5 T he a utho riza #o n for this dona#on is granted under N o rth C arolina General Statute 160A-280 which allo ws a city o r county to do nate to another go vernmental unit within the U nited Sta tes a ny personal property, including supplies, materials, and equipment, that the governing board deems to be surplus, o bso lete, o r unused pursuant to a reso lu#on adopted aBer the po s#ng o f a public no#ce of such reso lu#on at least fi ve (5) days prio r to its adop#o n. S T R AT EGI C P L A N A L I G N M E N T: Community S afety & Well-being The community s upports a life that mi#gates health and s afety ris k s Effec#vely and efficiently res pond to public health and s afety demands . G ood G overnance Effec#ve County Management I ncreas e transparency and aw ar enes s about county ac#ons Board of Commissioners - June 17, 2024 ITEM: 6 R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the reso lu#on to approve the dona#on of (10) patrol bic ycles to U N C W. AT TA C H M E N T S : Descrip#on Resolution Public Notice C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adop#o n. C O M M I S S I O N E R S ' A C T I O N S : Adopted resolution and approved donation 5-0. Board of Commissioners - June 17, 2024 ITEM: 6 NEW HANOVER COUNTY BOARD OF COMMISSIONERS RESOLUTION DONATION OF PATROL BICYCLES TO UNIVERSITY OF NORTH CAROLINA WILMINGTON (UNCW) WHEREAS, the New Hanover County Sheriff’s Office has (10) ten patrol bicycles it would like to donate to UNCW. The following patrol bicycles were purchased for $800 each and are 10-12 years old: SERIAL # MAKE MODEL SIZE WTU038C0255E TREK SSR 19.5 WTU164C1844G TREK SSR 21 WTU164C1847G TREK SSR 19.5 WTU267C1526F TREK SSR 19.5 WTU268C0961F TREK SSR 19.5 WTU341C0056E TREK SSR 19.5 WTU341C0057E TREK SSR 19.5 WTU343C0083E TREK SSR 19.5 WTU343C0293E TREK SSR 19.5 WTU343C0319E TREK SSR 19.5 WHEREAS, pursuant to North Carolina General Statutes (NCGS) 160A-280, the county may donate to another governmental unit within the United States any personal property, including supplies, materials, and equipment, that the governing board deems to be surplus, obsolete, or unused; and WHEREAS, staff has posted a public notice of such resolution at least five (5) days prior to its adoption. NOW, THEREFORE, BE IT RESOLVED that the New Hanover County Board of Commissioners declares the equipment surplus and approves the donation of ten (10) patrol bicycles to UNCW and directs county staff to process any required documents to complete the transaction. ADOPTED this the 17th day of June 2024. NEW HANOVER COUNTY ____________________________________ William E. Rivenbark, Chair ATTEST: _____________________________________ Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 6 - 1 - 1 PUBLIC NOTICE At their meeting scheduled for Monday, June 17th at 9:00 AM, New Hanover County Board of Commissioners will consider a resolution to declare surplus (10) Patrol Bicycles to be donated to the University of North Carolina Wilmington. This meeting will be held at the New Hanover County Historic Courthouse, 24 North Third Street, Room 301, Wilmington, NC 28401. Posted: JUNE 5, 2024 Board of Commissioners - June 17, 2024 ITEM: 6 - 2 - 1 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: Planning P R E S E N T E R(S ): Robert Fa rrell, D evelopment Review Superviso r C O N TA C T (S ): Robert Farrell; Rebekah Ro th, Pla nning a nd L and U se Directo r S U B J EC T: A dop%on of Resolu%on A ppoin%ng M ap Review Offic ers B R I E F S U M M A RY: N C Genera l Statute 47-30.2 requires the c o unty to a ppo int Map Review O fficers to examine and appro ve pla ts and maps prior to reco rda/o n a t the Register of D eeds. A resolu/o n designa /ng Map Review O ffi cers must be recorded with the county registry and indexed o n the granto r index in the name o f the Review O fficer. C ounty Planning staff contacted each municipality within the county to ensure the pro posed reso lu/on addresses staff changes across all jurisdic/o ns. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance I nternal bus iness processes Communicate what the county does and w hy R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the reso lu/on and appoint Map Review O fficers AT TA C H M E N T S : Descrip/on Map Review Officer Resolution C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adop/o n and appoint Map Review O ffi c ers. C O M M I S S I O N E R S ' A C T I O N S : Adopted resolution and appointed M ap Review O fficers. Board of Commissioners - June 17, 2024 ITEM: 7 NEW HANOVER COUNTY BOARD OF COMMISSIONERS RESOLUTION DESIGNATING STAFF AS MAP REVIEW OFFICERS WHEREAS, NC General Statute 47-30.2 requires that every County appoint one (1) or more Map Review Officers to examine and approve plats prior to recordation at the Register of Deeds; and WHEREAS, a Map Review Officer must examine and approve plats and maps to ascertain mapping accuracy and consistency; and WHEREAS, the City of Wilmington, Town of Carolina Beach, Town of Kure Beach, Town of Wrightsville Beach and New Hanover County have requested that the staff listed below be designated Map Review Officers. NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of Commissioners that the following staff be designated as Map Review Officers: For the unincorporated land use jurisdiction of New Hanover County:  Ken Vafier, Planning Operations Supervisor  Robert Farrell, Development Review Supervisor  Zachary Dickerson, Senior Planner  Amy Doss, Development Review Planner  Wendell E. Biddle, Development Review Planner  Love Ott, Development Review Planner  Dylan McDonnell, Long Range Planner For the Town of Carolina Beach:  Ed Parvin, Assistant Town Manager  Jeremy Hardison, Planning & Development Director  Gloria Abbotts, Senior Planner  Haley Moccia, Planner  Gigi Baggarley, GIS Administrator For the Town of Kure Beach:  Bethany White, Code Enforcement Officer For the Town of Wrightsville Beach:  Tony Wilson, Director of Planning and Parks  Robert O’Quinn, Town Planner Board of Commissioners - June 17, 2024 ITEM: 7 - 1 - 1 For the City of Wilmington:  David E. Cowell, PE, City Engineer  Rob Gordon, PE, City Plan Review Engineer  Peter J. Brennon, Jr. PLS, Surveyor  Ed Ashworth, PLS, Surveyor  Brian Chambers, Assistant Director  Patrick O’Mahony, Senior Planner  Miranda Frantz, Associate Planner  Zachary Smith, Associate Planner  Kathryn Thurston, Zoning Administrator ADOPTED this the 17th day of June, 2024. NEW HANOVER COUNTY William E. Rivenbark, Chair ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 7 - 1 - 2 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: C ounty A orney P R E S E N T E R(S ): J ordan Smith, N H C C ounty A o rney C O N TA C T (S ): J ordan Smith S U B J EC T: A pprov al of P roposed Revisions to Rules of P rocedures B R I E F S U M M A RY: T he C ounty A orney has reviewed the B o ard’s R ules o f Procedure and is reco mmending cla rifi c a#on amendments as shown in the a ached document. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance Effec#ve County Management I ncreas e transparency and aw ar enes s about county ac#ons R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the R ules o f Pro cedures as presented. AT TA C H M E N T S : Descrip#on Supporting Document - Redline Version Supporting Document - Clean Version C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adop#o n. C O M M I S S I O N E R S ' A C T I O N S : Adopted 5-0. Board of Commissioners - June 17, 2024 ITEM: 8 NEW HANOVER COUNTY BOARD OF COMMISSIONERS  RULES OF PROCEDURE FOR MEETINGS      I.  APPLICABILITY    Rule 1. Applicability of Rules. These rules apply to all meetings of the New Hanover County Board of Commissioners  at which the board is empowered to exercise any of the executive, quasi‐judicial, administrative, or legislative  powers conferred on it by law, including but not limited to regular informal work sessions or committee meetings  where public business is discussed but no official action is taken.    II. OPEN MEETINGS    Rule 2. Meetings to Be Open.   A. The public policy of North Carolina and of New Hanover County is that the hearings, deliberations, and  actions of this board and its committees be conducted openly.  B. Except as otherwise provided in these rules and in accordance with applicable law, each official meeting of  the New Hanover County Board of Commissioners shall be open to the public, and any person may attend.  C. For the purposes of the provisions of these rules concerning open meetings, an official meeting of the board  is defined as any gathering together at any time or place or the simultaneous communication by conference  call or other electronic means of a majority of board members for the purpose of conducting hearings,  participating in deliberations, or voting upon or otherwise transacting public business within the  jurisdiction, real or apparent, of the board.    Rule 3. Closed Sessions.   A. Notwithstanding the provisions of Rule 2, the board may hold a closed session and exclude the public, but  only for the permitted purposes set forth in North Carolina General Statute (NCGS) 143‐ 318.11(a)(1‐10).  The board may go into closed session only upon motion made, seconded, and adopted at an open meeting.  The motion shall state the general purpose of the closed session and must be approved by a majority of  those board members present and voting.   B. Unless the motion to go into closed session provides otherwise, the county manager, county attorney, and  clerk to the board shall attend the closed session. All other persons present shall be at the discretion and  consensus of a majority of the board.     III. ORGANIZATION OF THE BOARD    Rule 4. Organizational Meeting. On the first Monday in December following a general election in which county  officers are elected, the board shall meet at their regular meeting time and place:     A. The present chairman shall call the meeting to order and the present board, including retiring members,  shall approve the minutes of the previous meeting(s).   B. Newly elected members of the board shall take and subscribe to the oath of office and be inducted into  office if they have not already been sworn.   C. The present chair shall then recognize the county attorney or the clerk to the board to preside until a new  chairman is elected from its members.  D. The board shall approve the bonds of the finance officer, tax collector, sheriff and the register of deeds and  induct them and any other newly elected county officials into office as appropriate.     Rule 5. Election of the Chairman and Vice‐Chairman. The chairman and vice‐chairman of the board shall be elected  annually at the board’s first Monday meeting in December for a term of one year and shall not be removed from the  office of chairman or vice‐chairman unless he or she becomes disqualified to serve as a board member.      Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 1 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024  Page 2  Deleted: January 9 Deleted: 3 IV. REGULAR AND SPECIAL MEETINGS    Rule 6. Regular and Special Meetings.   A. Regular Meetings. The board shall hold a regular meeting on the first Monday of each month at 4:00 p.m.  and on the third Monday of each month at 9:00 a.m. unless otherwise stated on the schedule approved by  the board. Regular meetings shall be held in the Assembly Room located in the New Hanover County  Courthouse, 24 North Third Street, Wilmington, N.C.   B. Special Meetings. The chairman, or a majority of board members, may at any time call a special meeting of  the board by a notice stating the time and place of the meeting and the subject(s) to be considered. The  person or persons calling the meeting shall cause the notice to be posted on the bulletin board located by  the west entrance doors of the New Hanover County Government Center and disbursed to the chairman  and all other board members by fax, email, or other appropriate method at least forty‐eight hours before  the meeting. In addition, the notice shall be mailed, faxed, emailed, or other appropriate method to  individual persons and media organizations having requested such notice as provided in subsection (e)  below. Only items of business specified in the notice may be transacted at a special meeting unless all  members of the board are present or those not present have signed waivers.   C. Emergency Meetings. If a special meeting is called to deal with an unexpected circumstance requiring  immediate consideration, the notice requirements of this rule do not apply. However, the person or persons  calling an emergency meeting shall take reasonable action to inform the other board members and the  public of the meeting. Local media organizations having requested notice of special meetings as provided  in subsection (e), below, shall be notified of such emergency meetings by the same method used to notify  board members. Only business connected with the emergency may be discussed at the meeting.  D. Work Sessions and Committee Meetings. The board may schedule work sessions, committee meetings, or  other informal meetings of the board, or of a majority of its members, at such times and concerning such  subjects as may be established by resolution or order of the board. A schedule of any such meetings held  regularly shall be filed in the same place and manner as the schedule of regular meetings. Work sessions  and other informal official meetings not held regularly are subject to the same notice requirements as  special board meetings.  E. Sunshine List. Any individual or media organization must file a written request annually, by the last day of  July, with the clerk to the board for notice of all special meetings and regular meeting agenda summaries  of the board. Requests by individuals  other than the media, will be subject to a $10.00 non‐refundable  annual fee; there will be no fee charged for notices sent by email or fax.     Rule 7. All Meetings within the County. All meetings shall be held within the boundaries of New Hanover County  except as otherwise provided herein:    A. A joint meeting with the governing board of any other political subdivision of this or any other state may  be held within the boundaries of either subdivision as may be specified in the call of the meeting. At any  such joint meeting, this board reserves the right to vote separately on all matters coming before the joint  meeting.  B. A special meeting called for considering and acting on an order or resolution requesting members of the  General Assembly representing all or any portion of this county to support or oppose any bill pending in the  General Assembly or proposed for introduction therein may be held in Raleigh or other such place as stated  in the call of meeting.   C. A retreat, forum, or similar gathering held solely for the purpose of providing members of the board with  general information relating to the performance of their public duties.   D. A meeting to declare a state of emergency or make decisions pertaining to a state of emergency when a  majority of the board is out of the County on official business.     Deleted: , Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 2 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024  Page 3  Deleted: January 9 Deleted: 3 Rule 8. Broadcasting and Recording of Meetings. Except as provided in this rule, any media organization may  broadcast all, or any part of an official board meeting required to be open to the public. Any person may photograph,  film, tape‐record, or otherwise reproduce any part of a meeting that is required to be open.    V. AGENDA    Rule 9. Agenda.   A. The county manager or the clerk to the board shall prepare the agenda for each regular meeting. A request  to have an item of business placed on the agenda for a regular meeting must follow the approved agenda  policy. Additional items may be introduced with the permission of the Chairman.   B. The agenda packet shall include the agenda coversheet, any proposed ordinances, or amendments to  ordinances, and supporting documentation and background information relevant to items on the agenda.  A copy of the agenda packet shall be made available to each board member at least seventy‐two hours  before the meeting.    Rule 10. Order of Business. At regular meetings, the board shall proceed to conduct business in the following order:    1) Call to Order  2) Invocation  3) Pledge of Allegiance  4) Consent Agenda Items of Business  5) Regular Agenda Items of Business   6) Presentation of Service and Retirement Awards and Introduction of New Employees  7) Consideration of proclamations, resolutions, budget amendment ordinances, etc.  8) Public Hearings   9) Committee Appointments   10)  Unfinished business   11)  Public Comments   12)  Additional Agenda Items of Business    Without objection, the chairman may call items in the order most convenient for the dispatch of business.    VI. CONDUCT OF DEBATE    Rule 11. Powers of the Chairman. The chairman shall preside at all board meetings. To address the board, a member  of the board must be recognized by the chairman. The chairman shall have the following powers:     A. To rule on points of parliamentary procedure, including the right to rule out of order any motion offered  for obstructive or dilatory purposes;   B. To enforce Rule 26 and Rule 27. The chairman will give one warning to the speaker addressing the board if  the chairman determines that the person addressing the board is not following the requirements of Rule  26 or Rule 27. If the requirements of Rule 26 or Rule 27 continue to be violated after one warning, the  chairman may terminate the speaker’s opportunity to comment for the remainder of the meeting, unless a  motion to allow the speaker to continue is adopted by a majority vote. Speakers whose opportunity to  speak is terminated via this subsection may still express their opinion in a written submission to the board;   C. To call a brief recess at any time; and  D. To adjourn in an emergency.    Rule 12. Action by the Board. The board shall proceed by motion. Any member, including the chairman, may make  a motion.     Deleted: on Non‐Agenda Items Deleted: To determine whether a speaker has gone beyond  reasonable standards of courtesy in his or her remarks and to  entertain and rule on objections from other members on this  ground;… Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 3 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024  Page 4  Deleted: January 9 Deleted: 3 Rule 13. Second Required. A motion shall require a second.    Rule 14. One Motion at a Time. A member may make only one motion at a time.    Rule 15. Substitute Motion. A substitute motion is out of order while another substitute motion is pending. A  substitute motion is deemed to be a "main" or "principal" motion as distinguished between it and the various  procedural motions listed in Rule 18.    Rule 16. Adoption by Majority Vote. A motion shall be adopted if, after receiving a second, it is approved by a  majority of the votes cast, unless otherwise required by these rules or North Carolina law.    Rule 17. Debate. The chairman shall state the motion and then open the floor to debate, presiding according to the  following general principles:    A. The member making the motion or introducing the ordinance, resolution or order may speak first.  B. A member who has not spoken on the issue shall be recognized before someone who has already spoken.  C. If possible, the debate shall alternate between opponents and proponents of the measure.    Rule 18. Procedural Motions.   A. In addition to substitute motions, the procedural motions listed in subsection (b) of this rule, and no others,  shall be in order. Unless otherwise noted, each motion is debatable, may be amended, and requires a  second and a majority vote for adoption.  B. In order of priority, the procedural motions are:  1. To adjourn. The motion may be made only at the conclusion of action on a pending matter; it may not  interrupt deliberation of a pending matter.  2. To recess.  3. To call to follow the agenda. The motion must be made at the first reasonable opportunity, or it is  waived.  4. To divide a complex motion and consider it by paragraph.  5. To defer consideration. A substitute motion whose consideration has been deferred expires one  hundred days thereafter, unless a motion to revive consideration is adopted.  6. To call the previous question. The motion is not in order until there has been debate and every  member of the board has had one opportunity to speak.  7. To postpone the meeting to a certain time and/or day.  8. To amend a motion. An amendment to a motion must be relevant to the subject of the motion, but it  may not achieve the opposite effect of the motion. There may be amendments to the motion and there  may be substitute motions, requiring a second and taking priority in voting. If the substitute motion  succeeds, the original motion dies and is not considered. Any amendment to a proposed ordinance  shall be submitted in writing.   9. To revive consideration. The motion is in order at any time within one hundred days of a vote deferring  consideration. A substitute motion on which consideration has been deferred expires one hundred  days after the deferral, unless a motion to revive consideration is adopted.  10. To reconsider. The motion must be made at the same meeting where the original vote was taken, and  by a member who voted with the prevailing side. The motion to reconsider cannot interrupt  deliberation on a pending matter but is in order any time before adjournment.    Rule 19. Renewal of Motion. A defeated motion may not be renewed at the same meeting.     Rule 20. Withdrawal of Motion. A motion may be withdrawn by the introducer at any time before the chairman  puts the motion to vote.    Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 4 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024  Page 5  Deleted: January 9 Deleted: 3 Rule 21. Duty to Vote. It is the duty of each member to vote unless excused by a majority vote according to law. The  board may excuse members from voting on matters involving their own financial interest or official conduct. A  member wishing to be excused from voting shall so inform the chairman, who shall take a vote of the remaining  members. A member who fails to vote, not having been excused, shall be recorded as voting in the affirmative.    Rule 22. Prohibition of Secret Voting. No vote may be taken by secret ballot. If the board decides to vote by written  ballot, each member shall sign his or her ballot and the minutes shall record the vote of each member. These ballots  shall be retained and made available for public inspection until the minutes of that meeting have been approved,  when they may be destroyed.    Rule 23. Action by Reference. The board shall not deliberate, vote, or otherwise act on any matter by reference to  an agenda or document number unless copies of the agenda or documents being referenced are available for public  inspection at the meeting and are so worded that people at the meeting can understand what is being discussed or  acted on.    Rule 24. Introduction of Ordinances, Resolutions or Orders. A proposed ordinance shall be deemed to be introduced  at the first meeting where it is actually considered by the board.    Rule 25. Adoption, Amendment or Repeal of Ordinances. To be adopted at the meeting where it is first introduced  an ordinance or an action with the effect of an ordinance, or any ordinance amending or repealing an existing  ordinance (except the budget ordinance, a bond order, or another ordinance requiring a public hearing before  adoption) must be approved by all members of the board of commissioners. If the proposed measure is approved  by a majority but not by all the members of the board, or if the measure is not voted on at that meeting, it shall be  considered at the next regular meeting of the board. If it then or at any time thereafter within one hundred days of  its introduction receives a majority of the votes cast, the measure is adopted.    Rule 26. Public Comment. During the public comment period of meetings each speaker is limited to three minutes  and speakers shall:    A. Refrain from purely personal commentary unrelated to county business directed towards members of  the board of commissioners, county staff, or other members of the public. Speakers are free to discuss  substantive concerns of public interest regarding a public official’s conduct or qualifications, but  irrelevant attacks or insults are not allowed.    B. Refrain from using profanity, obscenity, vulgar language, or vulgar gestures.  C. Be prohibited from making threats directed towards county members of the board of commissioners,  county staff, or other members of the public.  D. Limit their comments to matters that are germane to, or within the jurisdiction of the New Hanover  County Board of Commissioners.       Rule 27. Public Hearings. Public hearings required by law or deemed advisable by the board shall be organized by  setting forth the subject, date, place, and time of the hearing as well as any rules regarding the length of time allotted  to each speaker and designating representatives to speak for large groups. At the appointed time, the chairman shall  call the hearing to order and preside over it. When the allotted time expires, the chairman shall declare the hearing  ended and the board shall resume the regular order of business.    A. Refrain from purely personal commentary unrelated to county business directed towardsmembers of  the board of commissioners, county staff, or other members of the public. Speakers are free to discuss  substantive concerns of public interest regarding a public official’s conduct or qualifications, but  irrelevant attacks or insults are not allowed.    B. Refrain from using profanity, obscenity, vulgar language, or vulgar gestures.  Formatted: Font: Not Bold Deleted: ,  Formatted: Font: (Default) +Body (Calibri), 10 pt, Bold Formatted: List Paragraph, Indent: Left: 0.75" Deleted: 26 Deleted: Formatted: Font: Not Bold Deleted: public Deleted:  county staff,  Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 5 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024  Page 6  Deleted: January 9 Deleted: 3 C. Be prohibited from making threats directed towards members of the board of commissioners, county  staff, or other members of the public.  D. Limit their comments to matters that are germane to the subject matter of the public hearing.    Rule 28. Quorum at Public Hearings. A quorum of the board must be present at all public hearings required by law.     VII. MINUTES    Rule 29. Minutes. Minutes shall be kept of all board meetings.    Rule 30. Closed Session Minutes. Pursuant to North Carolina General Statutes 143‐318.10, the clerk to the board  shall keep accurate minutes or general accounts of all closed sessions:     A. At the next regular board meeting following any closed session, closed session minutes will be distributed  to each commissioner in sealed envelopes. Closed session minutes will be considered and approved by the  board at the time regular meeting minutes are considered and approved.   B.  Following approval, all copies of the closed session minutes provided to the commissioners will be returned  to the clerk. Closed session minutes will be sealed and not made available for public inspection until  released as hereinafter provided.   C. The attorney and clerk shall periodically review the closed session minutes to determine if their disclosure  no longer frustrates the purpose for which the closed session was held.  D. Upon board approval, the closed session minutes shall be released and made available for public inspection.    VIII.  COMMITTEE APPOINTMENTS    Rule 31. Committee Appointments. The board shall appoint citizens to boards and committees over which the board  has power of appointment at regular or special meetings called by the board. A nomination for an appointment must  be seconded in order to be considered for a vote by the board. It is the desire of the Board that all appointees shall  serve at the pleasure of the Board and may be removed without cause by a majority vote of the county  commissioners.     IX. CODE OF ETHICS    Rule 32. Code of Ethics. The board shall adhere to the Resolution Adopting a Code of Ethics adopted January 9,  2023.    X. AMENDMENT TO RULES AND MISCELLANEOUS    Rule 33. Amendments to These Rules. These Rules may be amended by an affirmative vote of a majority of the  board members.    Rule 34. Miscellaneous. These Rules of Procedure are directory, and not mandatory, and failure to follow them shall  not be actionable in a court of law or equity unless otherwise provided by law.    Initially adopted by the New Hanover County Board of Commissioners on February 15, 1993. AMENDED August 15,  2011; October 20, 2014; November 14, 2016; April 4, 2022; January 9, 2023:_______2024. Effective upon adoption.             NEW HANOVER COUNTY      Deleted: county staff,  Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: A, B, C, … + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" Formatted: Font: (Default) +Body (Calibri), 10 pt Deleted: 27 Deleted: 28 Deleted: 29 Deleted: 30 Deleted: 31 Deleted: 32 Deleted: 33 Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 6 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024  Page 7  Deleted: January 9 Deleted: 3                      William E. Rivenbark, Chair  Board of Commissioners           ATTEST:                             Kymberleigh G. Crowell, Clerk to the Board                      Board of Commissioners - June 17, 2024 ITEM: 8 - 1 - 7 NEW HANOVER COUNTY BOARD OF COMMISSIONERS RULES OF PROCEDURE FOR MEETINGS I. APPLICABILITY Rule 1. Applicability of Rules. These rules apply to all meetings of the New Hanover County Board of Commissioners at which the board is empowered to exercise any of the executive, quasi-judicial, administrative, or legislative powers conferred on it by law, including but not limited to regular informal work sessions or committee meetings where public business is discussed but no official action is taken. II. OPEN MEETINGS Rule 2. Meetings to Be Open. A. The public policy of North Carolina and of New Hanover County is that the hearings, deliberations, and actions of this board and its committees be conducted openly. B. Except as otherwise provided in these rules and in accordance with applicable law, each official meeting of the New Hanover County Board of Commissioners shall be open to the public, and any person may attend. C. For the purposes of the provisions of these rules concerning open meetings, an official meeting of the board is defined as any gathering together at any time or place or the simultaneous communication by conference call or other electronic means of a majority of board members for the purpose of conducting hearings, participating in deliberations, or voting upon or otherwise transacting public business within the jurisdiction, real or apparent, of the board. Rule 3. Closed Sessions. A. Notwithstanding the provisions of Rule 2, the board may hold a closed session and exclude the public, but only for the permitted purposes set forth in North Carolina General Statute (NCGS) 143- 318.11(a)(1-10). The board may go into closed session only upon motion made, seconded, and adopted at an open meeting. The motion shall state the general purpose of the closed session and must be approved by a majority of those board members present and voting. B. Unless the motion to go into closed session provides otherwise, the county manager, county attorney, and clerk to the board shall attend the closed session. All other persons present shall be at the discretion and consensus of a majority of the board. III. ORGANIZATION OF THE BOARD Rule 4. Organizational Meeting. On the first Monday in December following a general election in which county officers are elected, the board shall meet at their regular meeting time and place: A. The present chairman shall call the meeting to order and the present board, including retiring members, shall approve the minutes of the previous meeting(s). B. Newly elected members of the board shall take and subscribe to the oath of office and be inducted into office if they have not already been sworn. C. The present chair shall then recognize the county attorney or the clerk to the board to preside until a new chairman is elected from its members. D. The board shall approve the bonds of the finance officer, tax collector, sheriff and the register of deeds and induct them and any other newly elected county officials into office as appropriate. Rule 5. Election of the Chairman and Vice-Chairman. The chairman and vice-chairman of the board shall be elected annually at the board’s first Monday meeting in December for a term of one year and shall not be removed from the office of chairman or vice-chairman unless he or she becomes disqualified to serve as a board member. Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 1 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024 Page 2 IV. REGULAR AND SPECIAL MEETINGS Rule 6. Regular and Special Meetings. A. Regular Meetings. The board shall hold a regular meeting on the first Monday of each month at 4:00 p.m. and on the third Monday of each month at 9:00 a.m. unless otherwise stated on the schedule approved by the board. Regular meetings shall be held in the Assembly Room located in the New Hanover County Courthouse, 24 North Third Street, Wilmington, N.C. B. Special Meetings. The chairman, or a majority of board members, may at any time call a special meeting of the board by a notice stating the time and place of the meeting and the subject(s) to be considered. The person or persons calling the meeting shall cause the notice to be posted on the bulletin board located by the west entrance doors of the New Hanover County Government Center and disbursed to the chairman and all other board members by fax, email, or other appropriate method at least forty-eight hours before the meeting. In addition, the notice shall be mailed, faxed, emailed, or other appropriate method to individual persons and media organizations having requested such notice as provided in subsection (e) below. Only items of business specified in the notice may be transacted at a special meeting unless all members of the board are present or those not present have signed waivers. C. Emergency Meetings. If a special meeting is called to deal with an unexpected circumstance requiring immediate consideration, the notice requirements of this rule do not apply. However, the person or persons calling an emergency meeting shall take reasonable action to inform the other board members and the public of the meeting. Local media organizations having requested notice of special meetings as provided in subsection (e), below, shall be notified of such emergency meetings by the same method used to notify board members. Only business connected with the emergency may be discussed at the meeting. D. Work Sessions and Committee Meetings. The board may schedule work sessions, committee meetings, or other informal meetings of the board, or of a majority of its members, at such times and concerning such subjects as may be established by resolution or order of the board. A schedule of any such meetings held regularly shall be filed in the same place and manner as the schedule of regular meetings. Work sessions and other informal official meetings not held regularly are subject to the same notice requirements as special board meetings. E. Sunshine List. Any individual or media organization must file a written request annually, by the last day of July, with the clerk to the board for notice of all special meetings and regular meeting agenda summaries of the board. Requests by individuals other than the media, will be subject to a $10.00 non-refundable annual fee; there will be no fee charged for notices sent by email or fax. Rule 7. All Meetings within the County. All meetings shall be held within the boundaries of New Hanover County except as otherwise provided herein: A. A joint meeting with the governing board of any other political subdivision of this or any other state may be held within the boundaries of either subdivision as may be specified in the call of the meeting. At any such joint meeting, this board reserves the right to vote separately on all matters coming before the joint meeting. B. A special meeting called for considering and acting on an order or resolution requesting members of the General Assembly representing all or any portion of this county to support or oppose any bill pending in the General Assembly or proposed for introduction therein may be held in Raleigh or other such place as stated in the call of meeting. C. A retreat, forum, or similar gathering held solely for the purpose of providing members of the board with general information relating to the performance of their public duties. D. A meeting to declare a state of emergency or make decisions pertaining to a state of emergency when a majority of the board is out of the County on official business. Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 2 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024 Page 3 Rule 8. Broadcasting and Recording of Meetings. Except as provided in this rule, any media organization may broadcast all, or any part of an official board meeting required to be open to the public. Any person may photograph, film, tape-record, or otherwise reproduce any part of a meeting that is required to be open. V. AGENDA Rule 9. Agenda. A. The county manager or the clerk to the board shall prepare the agenda for each regular meeting. A request to have an item of business placed on the agenda for a regular meeting must follow the approved agenda policy. Additional items may be introduced with the permission of the Chairman. B. The agenda packet shall include the agenda coversheet, any proposed ordinances, or amendments to ordinances, and supporting documentation and background information relevant to items on the agenda. A copy of the agenda packet shall be made available to each board member at least seventy-two hours before the meeting. Rule 10. Order of Business. At regular meetings, the board shall proceed to conduct business in the following order: 1) Call to Order 2) Invocation 3) Pledge of Allegiance 4) Consent Agenda Items of Business 5) Regular Agenda Items of Business 6) Presentation of Service and Retirement Awards and Introduction of New Employees 7) Consideration of proclamations, resolutions, budget amendment ordinances, etc. 8) Public Hearings 9) Committee Appointments 10) Unfinished business 11) Public Comments 12) Additional Agenda Items of Business Without objection, the chairman may call items in the order most convenient for the dispatch of business. VI. CONDUCT OF DEBATE Rule 11. Powers of the Chairman. The chairman shall preside at all board meetings. To address the board, a member of the board must be recognized by the chairman. The chairman shall have the following powers: A. To rule on points of parliamentary procedure, including the right to rule out of order any motion offered for obstructive or dilatory purposes; B. To enforce Rule 26 and Rule 27. The chairman will give one warning to the speaker addressing the board if the chairman determines that the person addressing the board is not following the requirements of Rule 26 or Rule 27. If the requirements of Rule 26 or Rule 27 continue to be violated after one warning, the chairman may terminate the speaker’s opportunity to comment for the remainder of the meeting, unless a motion to allow the speaker to continue is adopted by a majority vote. Speakers whose opportunity to speak is terminated via this subsection may still express their opinion in a written submission to the board; C. To call a brief recess at any time; and D. To adjourn in an emergency. Rule 12. Action by the Board. The board shall proceed by motion. Any member, including the chairman, may make a motion. Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 3 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024 Page 4 Rule 13. Second Required. A motion shall require a second. Rule 14. One Motion at a Time. A member may make only one motion at a time. Rule 15. Substitute Motion. A substitute motion is out of order while another substitute motion is pending. A substitute motion is deemed to be a "main" or "principal" motion as distinguished between it and the various procedural motions listed in Rule 18. Rule 16. Adoption by Majority Vote. A motion shall be adopted if, after receiving a second, it is approved by a majority of the votes cast, unless otherwise required by these rules or North Carolina law. Rule 17. Debate. The chairman shall state the motion and then open the floor to debate, presiding according to the following general principles: A. The member making the motion or introducing the ordinance, resolution or order may speak first. B. A member who has not spoken on the issue shall be recognized before someone who has already spoken. C. If possible, the debate shall alternate between opponents and proponents of the measure. Rule 18. Procedural Motions. A. In addition to substitute motions, the procedural motions listed in subsection (b) of this rule, and no others, shall be in order. Unless otherwise noted, each motion is debatable, may be amended, and requires a second and a majority vote for adoption. B. In order of priority, the procedural motions are: 1. To adjourn. The motion may be made only at the conclusion of action on a pending matter; it may not interrupt deliberation of a pending matter. 2. To recess. 3. To call to follow the agenda. The motion must be made at the first reasonable opportunity, or it is waived. 4. To divide a complex motion and consider it by paragraph. 5. To defer consideration. A substitute motion whose consideration has been deferred expires one hundred days thereafter, unless a motion to revive consideration is adopted. 6. To call the previous question. The motion is not in order until there has been debate and every member of the board has had one opportunity to speak. 7. To postpone the meeting to a certain time and/or day. 8. To amend a motion. An amendment to a motion must be relevant to the subject of the motion, but it may not achieve the opposite effect of the motion. There may be amendments to the motion and there may be substitute motions, requiring a second and taking priority in voting. If the substitute motion succeeds, the original motion dies and is not considered. Any amendment to a proposed ordinance shall be submitted in writing. 9. To revive consideration. The motion is in order at any time within one hundred days of a vote deferring consideration. A substitute motion on which consideration has been deferred expires one hundred days after the deferral, unless a motion to revive consideration is adopted. 10. To reconsider. The motion must be made at the same meeting where the original vote was taken, and by a member who voted with the prevailing side. The motion to reconsider cannot interrupt deliberation on a pending matter but is in order any time before adjournment. Rule 19. Renewal of Motion. A defeated motion may not be renewed at the same meeting. Rule 20. Withdrawal of Motion. A motion may be withdrawn by the introducer at any time before the chairman puts the motion to vote. Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 4 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024 Page 5 Rule 21. Duty to Vote. It is the duty of each member to vote unless excused by a majority vote according to law. The board may excuse members from voting on matters involving their own financial interest or official conduct. A member wishing to be excused from voting shall so inform the chairman, who shall take a vote of the remaining members. A member who fails to vote, not having been excused, shall be recorded as voting in the affirmative. Rule 22. Prohibition of Secret Voting. No vote may be taken by secret ballot. If the board decides to vote by written ballot, each member shall sign his or her ballot and the minutes shall record the vote of each member. These ballots shall be retained and made available for public inspection until the minutes of that meeting have been approved, when they may be destroyed. Rule 23. Action by Reference. The board shall not deliberate, vote, or otherwise act on any matter by reference to an agenda or document number unless copies of the agenda or documents being referenced are available for public inspection at the meeting and are so worded that people at the meeting can understand what is being discussed or acted on. Rule 24. Introduction of Ordinances, Resolutions or Orders. A proposed ordinance shall be deemed to be introduced at the first meeting where it is actually considered by the board. Rule 25. Adoption, Amendment or Repeal of Ordinances. To be adopted at the meeting where it is first introduced an ordinance or an action with the effect of an ordinance, or any ordinance amending or repealing an existing ordinance (except the budget ordinance, a bond order, or another ordinance requiring a public hearing before adoption) must be approved by all members of the board of commissioners. If the proposed measure is approved by a majority but not by all the members of the board, or if the measure is not voted on at that meeting, it shall be considered at the next regular meeting of the board. If it then or at any time thereafter within one hundred days of its introduction receives a majority of the votes cast, the measure is adopted. Rule 26. Public Comment. During the public comment period of meetings each speaker is limited to three minutes and speakers shall: A. Refrain from purely personal commentary unrelated to county business directed towards members of the board of commissioners, county staff, or other members of the public. Speakers are free to discuss substantive concerns of public interest regarding a public official’s conduct or qual ifications, but irrelevant attacks or insults are not allowed. B. Refrain from using profanity, obscenity, vulgar language, or vulgar gestures. C. Be prohibited from making threats directed towards county members of the board of commissioners, county staff, or other members of the public. D. Limit their comments to matters that are germane to, or within the jurisdiction of the New Hanover County Board of Commissioners. Rule 27. Public Hearings. Public hearings required by law or deemed advisable by the board shall be organized by setting forth the subject, date, place, and time of the hearing as well as any rules regarding the length of time allotted to each speaker and designating representatives to speak for large groups. At the appointed time, the chairman shall call the hearing to order and preside over it. When the allotted time expires, the chairman shall declare the hearing ended and the board shall resume the regular order of business. A. Refrain from purely personal commentary unrelated to county business directed towards members of the board of commissioners, county staff, or other members of the public. Speakers are free to discuss substantive concerns of public interest regarding a public official’s conduct or qualifications, but irrelevant attacks or insults are not allowed. B. Refrain from using profanity, obscenity, vulgar language, or vulgar gestures. Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 5 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024 Page 6 C. Be prohibited from making threats directed towards members of the board of commissioners, county staff, or other members of the public. D. Limit their comments to matters that are germane to the subject matter of the public hearing. Rule 28. Quorum at Public Hearings. A quorum of the board must be present at all public hearings required by law. VII. MINUTES Rule 29. Minutes. Minutes shall be kept of all board meetings. Rule 30. Closed Session Minutes. Pursuant to North Carolina General Statutes 143-318.10, the clerk to the board shall keep accurate minutes or general accounts of all closed sessions: A. At the next regular board meeting following any closed session, closed session minutes will be distributed to each commissioner in sealed envelopes. Closed session minutes will be considered and approved by the board at the time regular meeting minutes are considered and approved. B. Following approval, all copies of the closed session minutes provided to the commissioners will be returned to the clerk. Closed session minutes will be sealed and not made available for public inspection until released as hereinafter provided. C. The attorney and clerk shall periodically review the closed session minutes to determine if their disclosure no longer frustrates the purpose for which the closed session was held. D. Upon board approval, the closed session minutes shall be released and made available for public inspection. VIII. COMMITTEE APPOINTMENTS Rule 31. Committee Appointments. The board shall appoint citizens to boards and committees over which the board has power of appointment at regular or special meetings called by the board . A nomination for an appointment must be seconded in order to be considered for a vote by the board . It is the desire of the Board that all appointees shall serve at the pleasure of the Board and may be removed without cause by a majority vote of the county commissioners. IX. CODE OF ETHICS Rule 32. Code of Ethics. The board shall adhere to the Resolution Adopting a Code of Ethics adopted January 9, 2023. X. AMENDMENT TO RULES AND MISCELLANEOUS Rule 33. Amendments to These Rules. These Rules may be amended by an affirmative vote of a majority of the board members. Rule 34. Miscellaneous. These Rules of Procedure are directory, and not mandatory, and failure to follow them shall not be actionable in a court of law or equity unless otherwise provided by law. Initially adopted by the New Hanover County Board of Commissioners on February 15, 1993. AMENDED August 15, 2011; October 20, 2014; November 14, 2016; April 4, 2022; January 9, 2023:_______2024. Effective upon adoption. NEW HANOVER COUNTY Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 6 Rules of Procedure for Meetings of the NHC Board of Commissioners – Amended _____, 2024 Page 7 William E. Rivenbark, Chair Board of Commissioners ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 8 - 2 - 7 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: C o unty A orney P R E S E N T E R(S ): C hief J o nathan Hart, C hief Deputy Sheriff C O N TA C T (S ): C hief J onathan Hart, C hief D eputy Sheriff ; L isa Wurtzbacher, Assistant C ounty Manager; Karen R ichards, D eputy C ounty A o rney S U B J EC T: S ec ond Reading: A pproval of N ew Hanover C ou n ty A bandoned Vessel Ordinanc e B R I E F S U M M A RY: C urrently, the authority for remo ving abando ned vessels f ro m bodies o f water in the unincorpo rated area o f the C o unty has been with the N C W ildlife Resources C ommission. Pursua nt to N o rth C aro lina General S tatute (N C G S) 153 A -132, Removal and D ispo sal o f Abandoned and J unked Motor Vehicles; Abandoned Vessels, a county may by ordinance prohibit the abandonment of vessels in na vigable waters within the co unty ’s ordinance-making jurisdic6on. Staff have dra7ed the a ached o rdinance which allows the N ew H ano ver C o unty Sheriff ’s O ffice (Sheriff's O ffi ce) to take appro pria te ac6o ns to address abandoned vessels in the uninco rporated a rea s of the co unty, in a cco rdance with N C G S 153A-132. T he ordina nce defines what co ns6tutes an abando ned vessel, outlines procedures for no 6fying the owner and, if necessary, remo ving the vessel. I t a llo ws owners to no 6f y the C o unty within 10 days of the no 6ce of the plan to address the issue(s) specified in the no6ce, and 30 days to rec6fy the condi6ons or remo ve the vessel. Addi6o nally, the o rdinance provides authority to the Sheriff's O ffice to remo ve or relocate the vessel, with all asso ciated costs of towing, reloca6on, remo val and storage or disposa l and area restora6o n falling to the o wner. Penal6es for viola6ng the ordinance are included suc h a s a c lass 3 misdemeano r with a $100 per day fine for each off ense, and civil penal6es of $500 per offense. T he ordinance permits the Sheriff ’s O ffice to take these ac6ons o nly within the uninc o rpora ted areas o f the C o unty. I t will not prevent the N C W ildlif e Resources C o mmissio n from con6nuing to take necessary a c 6o ns. O ther jurisdic6o ns within the C o unty wo uld need to ado pt a similar o rdinance and also delega te their authority to the Sheriff's O ffice in order f o r the department to address any abando ned vessels in their jurisdic6o n. Addi6onally, le ers were sent on behalf o f N ew H ano ver C o unty to the o ther loca l municipali6es sharing that the abandoned vessel o rdinanc e was pending B o ard of C ommissioner approval in J une and reques6ng o nce a dopted, the o ther municipali6es ado pt their own reso lu6ons. T his co o rdinated approach ensures that the ado pted o rdinance in N ew H ano ver C ounty is clearly defined and widely shared. N C G S 153A-123(b) requires any o rdinances imposing a criminal penalty only be enacted a7er a seco nd reading and adop6o n o f said o rdinanc e. T he fi rst reading of this o rdinance was held at the May 20, 2024 B o ard of C ommissioners mee6ng. Each municipality within N ew H ano ver C ounty has the o p6on to ado pt its own o rdinanc e and request the C o unty ’s assistance, ado pt this ordinance by reso lu6on per N C GS 153A-122(b), or develo p their own remo val pro cess. S T R AT EGI C P L A N A L I G N M E N T: Board of Commissioners - June 17, 2024 ITEM: 9 Community S afety & Well-being The community s upports a life that mi6gates health and s afety ris k s Effec6 vely and efficiently res pond to public health and s afety demands . G ood G overnance Effec6 ve County Management I ncreas e transparency and aw ar enes s about county ac6 ons R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the o rdinance. AT TA C H M E N T S : Descrip6on New Hanover County Abandoned Vessel Ordinance City of Wilmington Town of Wrightsville Beach Town of Carolina Beach Town of Kure Beach C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adop6o n. C O M M I S S I O N E R S ' A C T I O N S : Adopted 5-0. Board of Commissioners - June 17, 2024 ITEM: 9 NEW HANOVER COUNTY BOARD OF COMMISSIONERS ORDINANCE AMENDING NEW HANOVER COUNTY CODE CHAPTER 23 ENVIRONMENT The Board of County Commissioners of New Hanover County, North Carolina does hereby ordain and enact that the New Hanover County Code of Ordinances, Chapter 23, Environment, be amended as follows: I. Add Article X, Abandoned Maritime Vessel(s) to include the following new sections: Section 23-514. Definitions. The following words, terms, and phrases, when used in this article, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Abandoned vessel: (a) is a maritime vessel that is in danger of sinking, has sunk, is resting on the bottom, or is located such that it is a hazard to navigation or is an immediate danger to other vessels. (b) is a maritime vessel has been left unattended and is in significant disrepair, neglected, dismantlement, or noncompliance with current registration requirements, such that the condition may affect the seaworthiness of the vessel or affect the safety of the public or the environment. Section 23-515. Abandoned vessels prohibited. (a) It shall be unlawful to anchor, moor or ground on the public land or waters of the county or on private property without permission of the property owner, any abandoned vessel. (b) Upon identifying an abandoned vessel, the sheriff shall post a notice on board the vessel, if above water, and shall attempt to notify the owner by certified mail or personal delivery of notice. If personal service is not obtained after an attempt to do so, the posting of the vessel shall be deemed full and sufficient personal and in rem service hereunder. The notice shall: (1) Describe the vessel and location of the vessel, however the notice posted aboard the vessel need not include description and location. (2) Identify the condition(s) identified that must be corrected if repairable. (3) Inform the owner that a written plan for correcting identified conditions, or removal of the vessel and restoration of the affected surrounding environmental area must be submitted with in ten (10) days of the notice is served. (4) Inform the owner that the identified conditions must be corrected, or the vessel must be removed from the waters or public lands and the affected surrounding environmental area restored, within thirty (30) days of the date the notice posted aboard the vessel. (5) Inform the owner that failure to meet either the ten-day or thirty-day deadlines will result in the vessel being deemed abandoned, subject the owner to civil/criminal penalties, and that all costs associated with removal and disposition of the vessel and restoration of the affected surrounding environmental areas will be the responsibility of the owner. (c) Failure of the owner to correct the dangerous condition or remove the vessel from the waters or public lands of the county within thirty (30) days, after notice, shall cause the vessel to be defined as an abandoned vessel. (d) Any abandoned vessel located on or below any navigable waters, or beaches, or grounded adjacent thereto may be removed or relocated and impounded by the sheriff. (e) The owner shall be responsible for all costs of towing, relocation, removal and storage of the vessel or disposal and restoration of the area surrounding the vessel, including costs owed to a third party, and costs incurred by the county or the sheriff. Any vessel towed, removed, relocated, or impounded shall be subject to a lien pursuant to North Carolina General Statute 44A. Board of Commissioners - June 17, 2024 ITEM: 9 - 1 - 1 Section 23-516. Exceptions. (a) Shipwrecks, vessels, cargoes, tackle, and other underwater archeological remains that have been in place and unclaimed for more than ten (10) years shall not be considered abandoned vessels unless approved by the North Carolina Department of Cultural Resources, which is the legal custodian of these properties pursuant to North Carolina General Statutes 121-22 and 121-23. (b) Any vessel within an enclosed building boathouse, or upon the premises of a business enterprise being operated in a lawful place and manner if the vessel is necessary to the operation of the enterprise. Section 23-517. Enforcement responsibility and authority. (a) The sheriff of the county, or any law enforcement officer with territorial jurisdiction , is authorized and empowered to enforce this article. (b) The sheriff is authorized to board any vessel as required to enforce the provisions of this article, or any federal or state law, and such boarding in the performance of official duties shall not consti tute a trespass. (c) The sheriff is authorized to seize, tow, remove or relocate from the public waters, and to store or dock the vessel in a safe place that, as a result of arresting the operator, or taking any enforcement action that would render the vessel unattended, or without an operator of suitable age, discretion and competence. (d) The county or the sheriff may use staff, equipment, and material under its control or pro vided by any cooperating federal, state, or local government or agency; may authorize or contract with any private agent or contractor it deems appropriate; or may authorize or contract with any federal, state, or local government or agency for the removal, storage, or disposal of an abandoned vessel and restoration of the affected area. (e) The owner shall be responsible for all costs of towing, relocation, removal and storage or disposal of the vessel, including costs owed to a third party, and costs incurred by the county or the sheriff. Section 23-518. Penalties for violation. (a) Criminal penalties. (1) A violation under this article shall be deemed a class 3 misdemeanor punishable to the extent provided in North Carolina General Statute 14-4 and shall carry a fine of One Hundred Dollars ($100.00) per offense. A violation that either reoccurs or continues without cessation twenty-four (24) hours after a person has been criminally charged, either by arrest or citation, shall constitute a separate offense. (2) A conviction under this section does not bar the assessment and collection of the civil remed ies provided in this article. (b) Civil remedies. In addition to, or in lieu of any criminal penalties set forth herein, any person, firm or corporation violating any provisions of this article shall be subject to civil penalties as follows: (1) A violation hereunder shall be subject to a civil remedy in the amount of Five Hundred Dollars ($500.00) per offense. A violation that either reoccurs or continues without cessation after a twenty-four (24) hour period shall constitute a separate offense. (2) Civil remedies shall be used in the recovery of the costs expended in enforcing this article. (c) Other remedies. Any other remedies available pursuant to North Carolina General Statute 153A-123, Enforcement of Ordinances. Section 23-519. Appeal. (a) An abandoned vessel designation, abatement removal, property disposition and civil penalty, as applicable, may be appealed to the county manager or his designee within fifteen (15) calendar days of the occurrence of the challenged determination or action. (b) Any decision of the county manager, or his designee, may be appealed to the District Court of New Hanover County within thirty (30) days, provided the matter in controversy has first been timely appealed to the county manager. Board of Commissioners - June 17, 2024 ITEM: 9 - 1 - 2 Section 23-520. Disposition/disposal of abandoned vessels. (a) An abandoned vessel, including all cargo, tackle, and equipment, seized pursuant to this article, which remains unclaimed after notice, shall be deemed forfeited, as set forth in North Carolina General Statute 14-399(g). (b) A vessel having a value less than Five Hundred Dollars ($500.00) may be disposed of at any suitable solid waste facility. (c) A vessel having a value of Five Hundred Dollars ($500.00) or greater shall be disposed as provided in North Carolina General Statute 44A with the proceeds paying for the towing, removal, and storage charges, accrued fines, and environmental restoration costs. The remaining proceeds, if any, shall be deposited into the general fund of the county and designated for use to abate, o r remove abandoned vessels and restore environmental damage resulting from abandoned vessels. (d) Any vessel, cargo, tackle, or equipment remaining unsold after being offered at public sale, may be disposed at any suitable solid waste facility. (e) Within ten (10) days following the disposal or public sale of any vessel previously registered in any state or meeting the requirements for registration prior to operation in North Carolina, the sheriff shall provide notice to the North Carolina Wildlife Resources Commi ssion, and the agency responsible for registration in the state of any previously registered vessel. The contents of the notice, shall include, if available: (1) Vessel registration number; (2) Manufacturer, model, year; (3) NC title number (if applicable); (4) Hull identification number; (5) A description of the reason for being disposed or sold as an abandoned vessel; (6) Type of disposition and location (e.g. public sale – New Hanover County Sheriff’s Office, or Discarded – New Hanover County Landfill); (7) Full name and address of the purchaser (if applicable); (8) Date of sale and sale price (if applicable) II. Except as specifically above amended Chapter 23, Environment, shall remain unaltered and in full force and effect. ADOPTED this the _____ day of ______ 2024. NEW HANOVER COUNTY ______________________________________ William E. Rivenbark, Chair ATTEST: ______________________________________ Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 9 - 1 - 3 Board of Commissioners - June 17, 2024 ITEM: 9 - 2 - 1 Board of Commissioners - June 17, 2024 ITEM: 9 - 3 - 1 Board of Commissioners - June 17, 2024 ITEM: 9 - 4 - 1 Board of Commissioners - June 17, 2024 ITEM: 9 - 5 - 1 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 C o nsent D E PA R T M E N T: C o unty A o rney P R E S E N T E R(S ): Kemp B urpeau, Senior D eputy C ounty A o rney and J o e Suleyman, E nviro nmenta l Management D irector C O N TA C T (S ): Kemp B urpeau and J oe Suleyma n S U B J EC T: S ec ond Reading: A pproval of S olid Waste Fran c h ise for I deal Trash and Recy c ling L L C B R I E F S U M M A RY: N ew Hanover C ounty requires a county-issued franchise to collect solid waste. Pursuant to C o unty O rdina nce 44.55, the applicant has provided informa *o n a bout business organiza*on, equipment, perso nnel, and fi scal responsibility. T he E nvironmental Management Directo r has no objec*on to the f ranc hise request. T he f ranchise perio d would run for seven years. T he county currently has 25 ac*ve f ranc hise a greements. All fra nchise agreements shall now include the f o llo wing requirements: Sho uld f ranchisee pro vide curbside co llec*on for services, the franchise must also offer customers a c urbside recycling op*o n. Staff has reviewed only for c o mplia nce with the C o unty C o de. Prospec*ve custo mers of any ha uler must ma ke their own determina*o n as to the suitability of provider a nd servic es. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance Effec*ve County Management I ncreas e transparency and aw ar enes s about county ac*ons R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Autho rize f ranchise award. U pon award, the compa ny will provide cer*fi cates of insurance, agree not to bring outside waste into the co unty and to haul all waste to a county designa ted f acility, if required by law. AT TA C H M E N T S : Descrip*on Solid Waste Franchise Agreement Supporting Document C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro val. Board of Commissioners - June 17, 2024 ITEM: 10 C O M M I S S I O N E R S ' A C T I O N S : Approved 5-0. Board of Commissioners - June 17, 2024 ITEM: 10 New Hanover County Contract # 24-0486 STATE OF NORTH CAROLINA AWARD OF FRANCHISE AGREEMENT FOR COUNTY OF NEW HANOVER SOLID WASTE SERVICES THIS FRANCHISE AGREEMENT made and entered into this the ____day of ________ 2024, by and between NEW HANOVER COUNTY, North Carolina, a political subdivision of the State of North Carolina, hereinafter called “County” and IDEAL TRASH AND RECYCLING LLC, a North Carolina limited liability company, with its principal mailing address 3033 Lake Forest Drive, Greensboro, North Carolina 27408, hereinafter called “Operator.” WITNESSETH WHEREAS, the County has, through the power granted to it under G.S. 153A-136, adopted an ordinance regulating the collection and disposal of solid wastes and requiring that all waste haulers have a license and a franchise in order to operate in the County, in order to provide the residents and commercial customer of the County with reliable, environmentally sound waste disposal now and in the future; and WHEREAS, Operator has contracted with commercial and/or residential customers located in New Hanover County in order to provide solid waste collection and disposal; and NOW THEREFORE, in consideration of the mutual benefits inuring to the parties hereto and based upon the mutual covenants contained herein and the considerations stated herein, the parties do hereby covenant and agree, and County hereby conveys a non- exclusive franchise to Operator, to collect and dispose of solid wastes to commercial and/or residential customers in the County. The parties therefore agree to the following terms and conditions: 1. Terms of Agreement. The initial term of this Franchise Agreement shall be seven (7) years from the date of signing. The Franchise may automatically renew and extend for a subsequent seven (7) year term, contingent upon County Commissioners approval pursuant to G.S. 153A-46. 2. Scope of Services. For the term of this Franchise Agreement, Operator agrees to provide commercial and/or residential customers with solid waste collection and transportation to County-approved disposal sites. 3. Disposal at County-Approved Facilities. Operator agrees to dispose of all waste collected in the County, as part of this franchise agreement, at County-approved facilities consistent with State law. With regard to County-approved facilities, said approval must be obtained by Operator prior to the disposal at said facilities, and said approval shall be granted or denied entirely at the discretion of the County. The County also has the authority to designate which facilities shall be used. 4. Curbside Recycling. Should Operator provide curbside trash collection services, Operator must also offer customer a curbside recycling option. 5. Administration/Billing. All billing of customers shall remain the responsibility of the franchisee. Board of Commissioners - June 17, 2024 ITEM: 10- 1 - 1 New Hanover County Contract # 24-0486 6. Franchise. It is understood and agreed that all of the terms and conditions of New Hanover County Code Chapter 44, entitled “Solid Waste,” pertaining to a franchise for solid waste collections are incorporated herein by reference and made a part hereof as if fully set forth, including but not limited to insurance requirements. 7. Personnel and Equipment. Operator shall equip and maintain all vehicles with staff and equipment to comply with any applicable regulations and laws. 8. Independent Contractor. It is mutually understood and agreed that Operator is an independent contractor and not an agent of the county, and as such, Operator, its agents and employees shall not be entitled to any County employee benefits, and as such, Operator, its agents and employees shall not be entitled to any County employment benefits, such as, but not limited to, vacation, sick leave, insurance, workers’ compensation, or pension or retirement benefits. 9. Indemnity. To the extent permitted by law, Operator shall indemnify and hold the County, its agents and employees, harmless against any and all claims, demands, causes of action, or other liability, including attorneys’ fees, on account of personal injuries or death or on account of property damages arising out of or relating to the work to be performed by Operator hereunder, resulting from the negligence of or willful act or omission of Operator, its agents, employees and subcontractors. To the extent permitted by law, the County shall indemnify and hold the Operator, its agents and employees, harmless against any and all claims, demands causes of action, or other liability, including attorneys’ fees, on account of personal injuries or death or on account of property damages arising out of or related to the solid waste services operated and administered by the County, and resulting from the negligence of or willful act or omission of the County, its agents, employees, and subcontractors. 10. Commercial General Liability. Franchise shall maintain Commercial General Liability (CGL) and if necessary, Commercial Umbrella Liability (CUL) insurance with a total limit of not less than $1,000,000 for each occurrence for bodily injury and property damage. If such CGL insurance contains a general aggregate limit, it shall apply separately to this work or services, or the general aggregate shall be twice the required limit. 11. Business Auto Liability. Operator shall maintain applicable Business Liability and, if necessary, Commercial Umbrella Liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any auto, including owned, hired, and non-owned autos used in the performance of work or services. 12. Assignment, Contracting. The parties agree that this agreement is not transferable or assignable by either party without the written consent of the other party to this agreement. Operator shall not subcontract with another entity to perform the services described herein without the approval of the County Manager or his designee. 13. Termination. The franchisee may terminate this franchise upon three hundred sixty-five (365) days written notice, or less notice with the consent of the County. The County may only revoke the franchise for cause as set out in Chapter 44, Board of Commissioners - June 17, 2024 ITEM: 10- 1 - 2 New Hanover County Contract # 24-0486 “Solid Waste,” of the New Hanover County Code. This franchise may be modified or revoked by the County in the event that an ordinance is passed by the Board of Commissioners creating an exclusive franchise system for residential solid waste collection in the unincorporated County. 14. Non-Waiver of Rights. It is agreed that County’s failure to insist upon the strict performance of any provision of this agreement or to exercise any right based upon a breach thereof, or the acceptance of any performance during such breach, shall not constitute a waiver of any rights under this agreement. 15. Equal Opportunity. In connection with the performance of this agreement, Operator agrees not to discriminate against any employee or applicant for employment because of race, religion, color, sex, age, disability, or national origin. 16. Entire Agreement. This agreement constitutes the entire understanding of the parties with regard to the provision of solid waste collection and disposal. No modification of rescission of this agreement shall be effective unless evidenced by a writing signed by both parties to this agreement. 17. E-Verify Compliance. Operator shall fully comply with the U.S. Department of Homeland Security employee legal status E-Verify requirements for itself and all its subcontractors. Violation of the provision, unless timely cured, shall constitute a breach of contract. IN WITNESS THEREOF, the parties have hereunto set their hands and seals by authority duly given on the day and year first above written. IDEAL TRASH AND RECYCLING LLC ___________________________(SEAL) Member/Manager STATE OF ______________ _________________COUNTY I, ____________________________, a Notary Public of the State and County aforesaid, certify that _______________________ came before me this day and acknowledged that (s)he is Member/Manager of IDEAL TRASH AND RECYCLING LLC, a North Carolina limited liability company, and that by County duly given and as the act of the corporation, the foregoing instrument was signed and sealed in its name by its Member/Manager. WITNESS my hand and official seal, this ____ day of ___________________, 2024. ______________________________ __________________________ Notary Public My Commission Expires [SEAL] New Hanover County digital signature page attached hereto and incorporated herein by reference. Board of Commissioners - June 17, 2024 ITEM: 10- 1 - 3 FW: Ideal Trash and Recycling LLC Burpeau, Kemp <KBurpeau@nhcgov.com> Wed 5/8/2024 3:05 PM To: Mineri, Annie <amineri@nhcgov.com> 1 attachments (38 KB) 1.jpg; Please add to agenda application. Thank you. Kemp Burpeau County Attorney, Senior Deputy New Hanover County ‑ County Attorney (910) 798-7121 p | (910) 798-7844 f KBurpeau@nhcgov.com 230 Government Center Drive, Suite 125 Wilmington, NC 28403 www.NHCgov.com If you have received this message in error, please destroy it without reading, printing, copying, or forwarding. All attorney- client communications must by law be kept confidential. Please let us know of the sending error immediately so we can prevent its re-occurrence. You should send your reply directly to the sender of this message. From: Stephanie Mahews <smahews@idealtrash.com> Sent: Wednesday, May 8, 2024 1:30 PM To: Burpeau, Kemp <KBurpeau@nhcgov.com> Subject: RE: Ideal Trash and Recycling LLC ** External Email: Do not click links, open aachments, or reply unl you know it is safe ** Absolutely! I have attached a picture all of our trucks are 2023 or 2024 they have about 41,000 miles. Stephanie Matthews Exceptional service, by exceptional drivers Address 2311 W Cone Blvd, Suite 140, Greensboro, NC 27408 Phone 336-790-9001 Website www.idealtrashrecycling.com Leave us a review https://g.page/r/CcWcroqaU1B5EBM/review The information and any files contained in this e-mail are intended only for the individual or entity to which it is addressed and may contain confidential, proprietary and/or privileged material. If you are not the intended recipient you should not review, disseminate, distribute or take any action in reliance upon the information. If you received this in error please contact the sender and delete the material from all computers. From: Burpeau, Kemp <KBurpeau@nhcgov.com> Sent: Wednesday, May 8, 2024 1:09 PM To: Stephanie Mahews <smahews@idealtrash.com> Subject: RE: Ideal Trash and Recycling LLC Stephanie, We also need a description, make, year and approximate milage on each vehicle used in your operation. Thank you, Kemp Burpeau Kemp Burpeau County Attorney, Senior Deputy New Hanover County ‑ County Attorney (910) 798-7121 p | (910) 798-7844 f KBurpeau@nhcgov.com 230 Government Center Drive, Suite 125 Wilmington, NC 28403 www.NHCgov.com If you have received this message in error, please destroy it without reading, printing, copying, or forwarding. All attorney-client communications must by law be kept confidential. Please let us know of the sending error immediately so we can prevent its re-occurrence. You should send your reply directly to the sender of this message. Stephanie Matthews Exceptional service, by exceptional drivers Address 2311 W Cone Blvd, Suite 140, Greensboro, NC 27408 Phone 336-790-9001 Website www.idealtrashrecycling.com Leave us a review https://g.page/r/CcWcroqaU1B5EBM/review The information and any files contained in this e-mail are intended only for the individual or entity to which it is addressed and may contain confidential, proprietary and/or privileged material. If you are not the intended recipient you should not review, disseminate, distribute or take any action in reliance upon the information. If you received this in error please contact the sender and delete the material from all computers. Board of Commissioners - June 17, 2024 ITEM: 10- 2 - 1 From: Stephanie Mahews Sent: Thursday, April 25, 2024 11:05 AM To: Burpeau, Kemp <KBurpeau@nhcgov.com> Subject: RE: Ideal Trash and Recycling LLC Good morning, I have attached the necessary documents. We have 8 employees and 6 roll off trucks, we intend to service all counties in the area. Please let me know if you need anything else. Thanks! Stephanie Matthews Exceptional service, by exceptional drivers Address 2311 W Cone Blvd, Suite 140, Greensboro, NC 27408 Phone 336-790-9001 Website www.idealtrashrecycling.com Leave us a review https://g.page/r/CcWcroqaU1B5EBM/review Board of Commissioners - June 17, 2024 ITEM: 10- 2 - 2 Board of Commissioners - June 17, 2024 ITEM: 10- 2 - 3 Board of Commissioners - June 17, 2024 ITEM: 10- 2 - 4 Board of Commissioners - June 17, 2024 ITEM: 10- 2 - 5 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: Human Resources P R E S E N T E R (S ): C ommissioners and C hris C oudriet, C ounty Manager C O N TA C T (S ): B o Dean, Human Resources Ana lyst S U B J EC T: P resenta(on of S ervice A wards and I ntroduc(on of N ew E m ployees B R I E F S U M M A RY: Service awards will be presented to rerees and employees. N ew emplo yees will be introduced. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance I nternal bus iness processes Communicate what the county does and w hy R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Present service awards and meet new employees. C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Present service awards and meet new employees. C O M M I S S I O N E R S ' A C T I O N S : P resented awards and met new employees 5-0. Board of Commissioners - June 17, 2024 ITEM: 11 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: Health and Human Services P R E S E N T E R(S ): Kyle Hiltbrunn, H H S E pidemiologist C O N TA C T (S ): Kyle Hiltbrun and Alicia P ic ke, H H S Assistant H ealth Directo r S U B J EC T: C onsidera*on of M en's Health M onth P roclam a*on B R I E F S U M M A RY: J une is rec o gnized as "Men's H ea lth Mo nth" to promote awareness a nd educa&on about men's health issues such as heart disease, mental health, diabetes, a nd various cancers. T his ini&a&ve suppo rts the county's strategic goal o f ensuring residents have access to services that enha nce their physica l health and mental well-being. S T R AT EGI C P L A N A L I G N M E N T: Community S afety & Well-being Ev ery resident has access to services that s uppor t their phys ical health and mental w ell-being. Connect res idents to individualiz ed s erv ices at the r ight &me w ith a v ariety of s ervice prov iders R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the proclama&on and present to representa &ve(s). AT TA C H M E N T S : Descrip&on Men's Health Month Proclamation C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adop&o n. C O M M I S S I O N E R S ' A C T I O N S : Adopted 5-0. Board of Commissioners - June 17, 2024 ITEM: 12 NEW HANOVER COUNTY BOARD OF COMMISSIONERS MEN’S HEALTH MONTH PROCLAMATION WHEREAS, WHEREAS, New Hanover County's strategic plan sets forth a goal for every resident to have access to services that support their physical health and mental well -being, with physical activity, a focus on self-care, and regular medical check-ups as components in achieving these targets; and WHEREAS, educating the public and health care providers about the importance of a healthy lifestyle and early detection of male health problems can help to reduce the rates of mortality from disease; and WHEREAS, men who are educated about the value of preventive health to prolonging their lifespan and supporting their role as productive family members are more likely to participate in health screenings; and WHEREAS, men who maintain healthy lifestyles are role models for children and well-equipped to care for a happy and healthy family; and WHEREAS, Men’s Health Month will focus on a broad range of men’s health issues, including heart disease, mental health, diabetes, and prostate, testicular, and colon cancers; and WHEREAS, heart disease and cancer are the top two causes of death among North Carolina men; and WHEREAS, 72% of North Carolina men are overweight or obese and half of North Carolina men are living with at least one chronic disease; and WHEREAS, Men’s Health Month is an opportunity to raise awareness, advocate resources, and promote access to education about men’s health. NOW, THEREFORE, BE IT PROCLAIMED by the New Hanover County Board of Commissioners that June will be recognized as “Men’s Health Month” in New Hanover County. ADOPTED this 17th day of June, 2024. NEW HANOVER COUNTY William E. Rivenbark, Chair ATTEST: Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 12- 1 - 1 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: Finance P R E S E N T E R(S ): E ric C redle, C hief Financial O fficer C O N TA C T (S ): E ric C redle and Martha Wayne, D eputy C hief F inancial O ffi cer S U B J EC T: P ublic Hearing and C onsidera/on of Resolu/on for the 2024 L im ited O bliga/on B onds on P roposed N ot-to- E xceed $37,500,000 I nstallment Financing of C ap ital P rojec ts B R I E F S U M M A RY: At a regular meeng of the B o ard o f C ommissioners on J une 3, 2024, the B oard adopted the Reso luon of the B o ard of C ommissioners o f the C ounty o f N ew Hanover, N o rth C arolina, Autho rizing the N egoao n of an Amendment to an I nstallment F inancing C o ntract, D irecng the Publicao n o f N o ce with Respect T hereto, D eclaring the I ntent o f the C ounty to Reimburse I tself f o r C apital E xpenditures from Proceeds T hereof, and Pro viding for C ertain o ther Related Ma 0ers T hereto. T he B oard determined that it is in the best interest of the C o unty to fi na nce (a) the construco n of N orthchase Public L ibrary, (b) the co nstrucon o f Gordo n Roa d Fire Staon, (c) the construco n o f C astle Ha yne Fire Staon, (d) the co nstrucon of an a mmunio n warehouse and o ffice/cla ssro o m building at the N ew Hanover C ounty Firing R ange, and (e) a ro o f replacement and exterior impro vements to the Senior Resource C enter. T hese pro jects are to be funded through debt proceeds a s budgeted and structured as limited obligaon bonds. T he execuon of this installment fi na ncing contract and related documents requires a public hea ring concerning the C o ntract, the Deed o f Trust, the proposed pro jects and a ny o ther transaco ns co ntemplated therein and associated therewith. An approving resoluo n must also be adopted, which among other things autho rizes the C ounty to execute and deliver the C ontract, the Deed of Trust, and a L e0er o f Representao n, and deliver the O fficial Statement to the underwriter in connecon with the sale o f the bonds, whic h dra ;s are included in this agenda item. I t also appro ves the form o f an I ndenture of Trust related to the bonds and authorizes the C hair, the C o unty Manager and the C hief Financial O fficer to act as the C ounty ’s representaves o n this transaco n. T he execuo n of this insta llment fi nancing contract and related documents maintains complianc e with the N ew H ano ver C o unty D ebt Management Policy. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance S trong F inancial Performance P lan for the long-term financial health of the count P roacvely manage the county budget R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Hold public hearing and ado pt resoluon. AT TA C H M E N T S : Descripon Board of Commissioners - June 17, 2024 ITEM: 13 Public Hearing Script Approving Resolution Installment Financing Contract Deed of Trust Indenture of Trust Preliminary Official Statement Contract of Purchase (Letter of Representation attached as Exhibit A) Staff Presentation C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) C o nduct public hearing and recommend adopon. C O M M I S S I O N E R S ' A C T I O N S : C onducted public hearing and adopted resolution 5-0. Board of Commissioners - June 17, 2024 ITEM: 13 Script for Public Hearing and Consideration of Resolution for the 2024 Limited Obligation Bonds on Proposed Not-to-Exceed $37,500,000 Installment Financing of Capital Projects June 17, 2024 Chair states: On June 3, 2024, the Board of County Commissioners adopted a Resolution of the Board of Commissioners of the County of New Hanover, North Carolina, Authorizing the Negotiation of an Amendment to an Installment Financing Contract, Directing the Publication of Notice with Respect Thereto, Declaring the Intent of the County to Reimburse Itself for Capital Expenditures from Proceeds Thereof, and Providing for Certain other Related Matters Thereto. The Board determined that it is in the best interest of the County to finance (a) the construction of Northchase Public Library, (b) the construction of Gordon Road Fire Station, (c) the construction of Castle Hayne Fire Station, (d) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range and (e) a roof replacement and exterior improvements to the Senior Resource Center. The Board must now conduct a public hearing concerning the Installment Financing Contract and the proposed 2024 Projects and any other transactions contemplated therein and associated therewith. Is there a motion to open the public hearing? Motion: Second: Vote: Chair states: The public hearing is now open for comments. Hear comments Chair states: Is there a motion to close the public hearing and adopt the Resolution of the Board of Commissioners of the County of New Hanover, North Carolina, Approving an Installment Financing Contract and Delivery Thereof and Providing for Certain Other Related Matters? Motion: Second: Vote: Board of Commissioners - June 17, 2024 ITEM: 13- 1 - 1 PPAB 10959192V3 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA, APPROVING AN INSTALLMENT FINANCING CONTRACT 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 money advanced therefor; WHEREAS, the Board has previously determined that it is in the best interest of the County to enter into an Installment Financing Contract (the “Contract”) with the New Hanover County Financing Corporation (the “Corporation”) to finance (a) the construction, equipping and furnishing of a new library (the “Northchase Library”), (b) the construction, equipping and furnishing of two fire stations, (c) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (d) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center (collectively, the “2024 Projects”); WHEREAS, the Board hereby determines that it is in the best interest of the County to enter into a Deed of Trust, Security Agreement and Fixture Filing (the “Deed of Trust”) related to the County’s fee simple interest in the real property on which Northchase Library will be located, together with the improvements thereon (the “Mortgaged Property”), that will provide security for the County’s obligations under the Contract; WHEREAS, in furtherance of the above plan, the Corporation will execute and deliver its Limited Obligation Bonds, Series 2024 (the “2024 Bonds”) in an aggregate principal amount not to exceed $37,500,000, evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract), under the terms of an Indenture of Trust (the “Indenture”) between the Corporation and U.S. Bank Trust Company, National Association, as trustee; WHEREAS, in connection with the sale of the 2024 Bonds by the Corporation to PNC Capital Markets LLC (the “Underwriter”), the Corporation will enter into a Contract of Purchase to be dated the delivery date thereof (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 2024 Bonds (the “Letter of Representation”); WHEREAS, there have been described to the Board the forms of the following documents (collectively, the “Instruments”), copies of which have been made available to the Board, which the Board proposes to approve, enter into and deliver, as applicable, to effectuate the proposed installment financing: (1) the Contract; (2) the Indenture, including the form of the 2024 Bonds; (3) the Deed of Trust; and Board of Commissioners - June 17, 2024 ITEM: 13- 2 - 1 2 PPAB 10959192V3 (4) the Letter of Representation. WHEREAS, to make an offering and sale of the 2024 Bonds, there will be prepared a Preliminary Official Statement with respect to the 2024 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 Contract, Deed of Trust and the 2024 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 will file an application to the North Carolina Local Government Commission (the “LGC”) for approval of the Contract; WHEREAS, Parker Poe Adams & Bernstein LLP, as bond counsel, will render an opinion to the effect that entering into the Contract and the transactions contemplated thereby are authorized by law; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA, AS FOLLOWS: Section 1. Ratification of Instruments. All actions of the County, the Chair of the Board (the “Chair”), the Clerk to the Board (the “Clerk”), the County Manager, the Chief Financial Officer, 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 Underwriter’s use of the Preliminary Official Statement and the final Official Statement in connection with the sale of the 2024 Bonds is hereby in all respects authorized, approved and confirmed. The Chair, the County Manager, the Chief Financial Officer, and the Clerk (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 Contract. The County hereby approves the financing of the 2024 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 Contract are hereby in all respects authorized, approved and confirmed, and the Authorized Officers and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Contract, including necessary counterparts, in substantially the form and content presented to the Board , but with such changes, modifications, additions or deletions therein as they 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 Contract presented to the Board. From and after the execution and delivery of the Contract, the Authorized Officers Board of Commissioners - June 17, 2024 ITEM: 13- 2 - 2 3 PPAB 10959192V3 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 Contract as executed. Section 4. Authorization to Execute the Deed of Trust. The County approves the form and content of the Deed of Trust, and the Deed of Trust is in all respects authorized, approved and confirmed. The Authorized Officers and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Deed of Trust, including necessary counterparts, in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as they deem necessary, desirable or appropriate. Execution by the Authorized Officers or their respective designees, individually or collectively, constitutes conclusive evidence of the County’s approval of any and all such changes, modifications, additions or deletions therein from t he form and content of the Deed of Trust presented to the Board, and from and after the execution and delivery of the Deed of Trust, the 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 Deed of Trust as executed. Section 5. Letter of Representation. The form and content of the Letter of Representation are hereby in all respects approved, and the 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 2024 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 2024 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 2024 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. Board of Commissioners - June 17, 2024 ITEM: 13- 2 - 3 PPAB 10959192V3 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 INSTALLMENT FINANCING CONTRACT 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 17th day of June, 2024, as recorded in the minutes of the Board of Commissioners of the County of New Hanover, North Carolina. WITNESS, my hand and the seal of the County of New Hanover, North Carolina, this the ___ day of June, 2024. (SEAL) Kym Crowell Clerk to the Board of Commissioners County of New Hanover, North Carolina Board of Commissioners - June 17, 2024 ITEM: 13- 2 - 4 PARKER POE DRAFT 06/03/2024 INSTALLMENT FINANCING CONTRACT between NEW HANOVER COUNTY FINANCING CORPORATION and COUNTY OF NEW HANOVER, NORTH CAROLINA Dated as of September 1, 2024 Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 1 i INSTALLMENT FINANCING CONTRACT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................................................................................................... 2 ARTICLE II ADVANCE OF PURCHASE PRICE ........................................................................................... 5 ARTICLE III INSTALLMENT PAYMENTS; ADDITIONAL PAYMENTS; SECURITY ................................... 6 Section 3.1 Amounts and Times of Installment Payments and Additional Payments .............................................................................................................. 6 Section 3.2 Place of Payments ..................................................................................................... 6 Section 3.3 Late Charges ............................................................................................................. 6 Section 3.4 No Abatement ........................................................................................................... 6 Section 3.5 Prepayment of Purchase Price ................................................................................... 6 ARTICLE IV ACQUISITION AND CONSTRUCTION ................................................................................... 7 Section 4.1 Acquisition and Construction Fund .......................................................................... 7 Section 4.2 Disbursements ........................................................................................................... 7 Section 4.3 Termination ............................................................................................................... 7 Section 4.4 Reliance of Trustee on Documents ........................................................................... 7 Section 4.5 Discretion of the Trustee to File Civil Action in the Event of Dispute ................................................................................................................. 7 Section 4.6 Consultation with Counsel ........................................................................................ 7 Section 4.7 Compensation of Trustee .......................................................................................... 7 Section 4.8 Construction .............................................................................................................. 8 Section 4.9 Right of Entry and Inspection ................................................................................... 8 Section 4.10 Completion of Construction ...................................................................................... 8 Section 4.11 Payment and Performance Bonds ............................................................................. 8 Section 4.12 Contractor’s General Liability and Property Damage Insurance .............................. 8 Section 4.13 Contractor’s Builder’s Risk Completed Value Insurance ......................................... 9 Section 4.14 Contractor’s Worker’s Compensation Insurance ...................................................... 9 Section 4.15 Filing With the Trustee ............................................................................................. 9 ARTICLE V RESPONSIBILITIES OF THE COUNTY .................................................................................. 10 Section 5.1 Care and Use ........................................................................................................... 10 Section 5.2 Inspection ................................................................................................................ 10 Section 5.3 Utilities .................................................................................................................... 10 Section 5.4 Taxes ....................................................................................................................... 10 Section 5.5 Title Insurance ......................................................................................................... 10 Section 5.6 Risk of Loss ............................................................................................................ 11 Section 5.7 Performance by the Trustee of the County’s Responsibilities ................................ 11 Section 5.8 Financial Statements ............................................................................................... 11 Section 5.9 Property Insurance .................................................................................................. 11 ARTICLE VI TITLE; LIENS ..................................................................................................................... 13 Section 6.1 Title ......................................................................................................................... 13 Section 6.2 Liens ........................................................................................................................ 13 Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 2 Page ii ARTICLE VII DAMAGE, DESTRUCTION AND LOSS OR THEFT OF MORTGAGED PROPERTY; NET PROCEEDS ............................................................................................................... 14 Section 7.1 Damage, Destruction or Condemnation .................................................................. 14 Section 7.2 Obligation of the County to Repair and Replace the Mortgaged Property .............................................................................................................. 14 Section 7.3 Discharge of the Obligation of the County to Repair the Mortgaged Property .............................................................................................................. 14 Section 7.4 Cooperation of the Corporation .............................................................................. 15 ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COUNTY AND THE CORPORATION ..................................................................................................................... 16 Section 8.1 Representations, Warranties and Covenants of the County .................................... 16 Section 8.2 Warranties and Representations of the Corporation ............................................... 20 ARTICLE IX TAX COVENANTS AND REPRESENTATIONS ...................................................................... 21 ARTICLE X INDEMNIFICATION .............................................................................................................. 22 ARTICLE XI DISCLAIMER OF WARRANTIES ......................................................................................... 23 ARTICLE XII DEFAULT AND REMEDIES ................................................................................................ 24 Section 12.1 Definition of Event of Default ................................................................................ 24 Section 12.2 Remedies on Default ............................................................................................... 24 Section 12.3 Further Remedies .................................................................................................... 25 ARTICLE XIII ASSIGNMENT .................................................................................................................. 26 Section 13.1 Assignment by the County ...................................................................................... 26 Section 13.2 Assignment by the Corporation .............................................................................. 26 ARTICLE XIV LIMITED OBLIGATION OF THE COUNTY ....................................................................... 27 ARTICLE XV JOINDER BY THE TRUSTEE .............................................................................................. 28 ARTICLE XVI MISCELLANEOUS ............................................................................................................ 29 Section 16.1 Waiver ..................................................................................................................... 29 Section 16.2 County’s Acceptance of Rights and Responsibilities Under the Indenture ............................................................................................................ 29 Section 16.3 Severability ............................................................................................................. 29 Section 16.4 Governing Law ....................................................................................................... 29 Section 16.5 Notices .................................................................................................................... 29 Section 16.6 Section Headings ..................................................................................................... 30 Section 16.7 Entire Contract ........................................................................................................ 30 Section 16.8 Binding Effect ......................................................................................................... 30 Section 16.9 Time ........................................................................................................................ 30 Section 16.10 Payments ................................................................................................................. 30 Section 16.11 Covenants of County, Corporation or LGC not Covenants of Officials Individually ......................................................................................... 31 Section 16.12 Amounts Remaining in Funds ................................................................................. 31 Section 16.13 Amendments to this Contract .................................................................................. 31 Section 16.14 Execution in Counterparts; Electronic Signature .................................................... 31 INSTALLMENT PAYMENT SCHEDULE - 2024 BONDS ............................................................. PS-1 EXHIBIT A FORM OF REQUISITION ................................................................................................. A-1 Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 3 INSTALLMENT FINANCING CONTRACT THIS INSTALLMENT FINANCING CONTRACT, dated as of September 1, 2024 (this “Contract”), is between the NEW HANOVER COUNTY FINANCING CORPORATION (the “Corporation”), a nonprofit corporation duly created, existing and in good standing under the laws of the State of North Carolina (the “State”), and the COUNTY OF NEW HANOVER, NORTH CAROLINA (the “County”), a political subdivision validly existing under the Constitution, statutes and laws of the State. W I T N E S S E T H: WHEREAS, the County is a validly existing political subdivision, organized under and by virtue of the Constitution and laws of the State; WHEREAS, the County has the power, pursuant to Section 160A-20 of the General Statutes of North Carolina, to (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 Board of Commissioners of the County (the “Board”) has previously determined, and hereby further determines that it is in the best interest of the County to (1) finance (a) the construction, equipping and furnishing of a new library, (b) the construction, equipping and furnishing of two fire stations, (c) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (d) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center (collectively, the “2024 Projects”), and (2) pay the costs related to the execution and delivery of the Contract; WHEREAS, to obtain funds to finance the 2024 Projects, the County has entered into this Contract with the Corporation under which it will make Installment Payments and Additional Payments (as such terms are defined below) in consideration thereof; WHEREAS, there will be executed and delivered pursuant to an Indenture of Trust dated as of September 1, 2024 (the “Indenture”) between the Corporation and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 (the “2024 Bonds”), evidencing proportionate undivided interests in rights to receive certain Revenues (as defined below) under this Contract; WHEREAS, pursuant to the Indenture, the Corporation has assigned the Trust Estate (as defined in the Indenture) to the Trustee; WHEREAS, the 2024 Bonds evidence proportionate undivided interests in the rights to receive certain Revenues and shall be payable solely from the sources provided in the Indenture; WHEREAS, the execution, performance and delivery of this Contract have been authorized, approved and directed by the Board by a resolution passed and adopted by the Board on June 17, 2024; WHEREAS, the execution, delivery and performance of this Contract by the Corporation, and the assignment by the Corporation to the Trustee, pursuant to the Indenture, of the Trust Estate, have been authorized, approved and directed by all necessary and appropriate action of the Corporation; Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 4 2 WHEREAS, the obligation of the County to make Installment Payments and Additional Payments shall not constitute a general obligation or other indebtedness of the County within the meaning of the Constitution of the State; and shall not constitute a direct or indirect pledge of the faith and credit or taxing power of the County within the meaning of the Constitution of the State; WHEREAS, to secure further the obligation of the County hereunder, the County has entered into a Deed of Trust, Security Agreement and Fixture Filing dated as of September 1, 2024 (the “Deed of Trust”) with the deed of trust trustee named therein for the benefit of the Corporation and its assignee; and WHEREAS, no deficiency judgment may be rendered against the County in any action for breach of a contractual obligation under this Contract, and the taxing power of the County is not and may not be pledged in any way directly or indirectly or contingently to secure any money due under this Contract; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS All words and phrases defined in Article I of the Indenture have the same meaning in this Contract. In addition, the following terms have the meanings specified below unless the context clearly requires otherwise: “Additional Payments” means the reasonable and customary expenses and fees (including, but not limited to, attorneys’ fees, costs and expenses) of the Trustee and the Corporation, any expenses of the Corporation in defending an action or proceeding in connection with this Contract or the Indenture and any taxes or any other expenses, including, but not limited to, licenses, permits, state and local income, sales and use or ownership taxes or property taxes which the County or the Corporation is expressly required to pay as a result of this Contract (together with interest that may accrue thereon if the County fails to pay the same). “Code” means the Internal Revenue Code of 1986, as amended, and the rulings and regulations (including temporary and proposed regulations) promulgated thereunder, or any successor statute thereto. “Corporation” means the New Hanover County Financing Corporation or any successor thereto. “County” means the County of New Hanover, North Carolina or any successor to its functions. “County Representative” means (1) the County Manager, the Chair of the Board, the Chief Financial Officer, or the person or persons at the time designated to act on behalf of the County for the purpose of performing any act under this Contract by a written certificate furnished to the Trustee and the Corporation containing the specimen signatures of such person or persons and signed on behalf of the County by the County Manager, the Chair of the Board, or the Chief Financial Officer, or (2) if any or all of the County’s rights and obligations are assigned hereunder, the person or persons at the time designated to act on behalf of the County and the assignee by a written certificate similarly furnished and of the same tenor. “Deed of Trust” means the Deed of Trust, Security Agreement and Fixture Filing dated as of September 1, 2024 from the County to the deed of trust trustee named therein for the benefit of the Corporation or its assignees, as the same may be modified or extended in accordance with its terms. All of Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 5 3 the terms, definitions, conditions and covenants of the Deed of Trust are incorporated herein by reference and are made a part of this Contract as if fully set forth herein. “Fiscal Year” means a twelve-month period commencing on the first day of July of any year and ending on the 30th day of June of the succeeding year, or such other twelve-month period which may subsequently be adopted as the Fiscal Year of the County. “Indenture” means the Indenture of Trust dated as of September 1, 2024 between the Corporation and the Trustee, as amended or supplemented from time to time, pursuant to which the Bonds are executed and delivered. “Installment Payments” means those payments made by the County to the Corporation as described in Article III and in the Payment Schedule attached hereto. “LGC” means the Local Government Commission of North Carolina. “Mortgaged Property” means the property subject to the lien and security interest created by the Deed of Trust, as more particularly described therein. “Net Proceeds” means, when used with respect to any (1) proceeds from policies of insurance which are payable to the Corporation or the Trustee with respect to the Mortgaged Property, (2) proceeds from any payment and performance bond maintained pursuant to Section 4.11 herein, (3) proceeds of any condemnation award arising out of the condemnation of all or any portion of the Mortgaged Property or (4) proceeds from any sale or lease of the Mortgaged Property pursuant to the Deed of Trust or otherwise subsequent to an Event of Default, the amount remaining after deducting from the gross proceeds thereof all expenses (including, without limitation, attorneys’ fees, costs and expenses) incurred in the collection of such proceeds. “Payment Schedule” means the document attached hereto and incorporated herein by reference, which sets forth the County’s Installment Payments. “Projects” means, initially, the 2024 Projects, as the term “Projects” may be amended in connection with any other project financed or refinanced with the proceeds of Additional Bonds executed and delivered under Section 2.11 of the Indenture. “Purchase Price” means the amount of $[AMOUNT] advanced by the Corporation to enable the County to finance and refinance the Projects, as such price may be adjusted in connection with the execution and delivery of Additional Bonds under Section 2.11 of the Indenture. “Revenues” means (a) all Net Proceeds not applied to the replacement of the Mortgaged Property; (b) all Installment Payments; and (c) all investment income on all funds and accounts created under the Indenture (other than the Rebate Fund). “State” means the State of North Carolina. “2024 Projects” means (a) the construction, equipping and furnishing of a new library known as Northchase Library, (b) the construction, equipping and furnishing of two fire stations known as the Castle Hayne Fire Station and the Gordon Road Fire Station, (c) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (d) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center. Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 6 4 [END OF ARTICLE I] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 7 5 ARTICLE II ADVANCE OF PURCHASE PRICE The Corporation hereby makes an advance to the County of the Purchase Price, and the County hereby accepts from the Corporation the Purchase Price to be applied in accordance with the terms and conditions of this Contract. The County will use the proceeds of the Purchase Price to finance the Projects and to pay certain costs incurred in connection with the execution and delivery of the Bonds. [END OF ARTICLE II] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 8 6 ARTICLE III INSTALLMENT PAYMENTS; ADDITIONAL PAYMENTS; SECURITY Section 3.1 Amounts and Times of Installment Payments and Additional Payments. As consideration for the Corporation’s advance of the Purchase Price to the County, the County shall repay to the Trustee, as assignee of the Corporation under the Indenture, the Purchase Price in installments with interest as provided in this Contract and the Payment Schedule attached hereto (each an “Installment Payment”). Each installment shall be deemed to be an Installment Payment and shall be paid in the amounts and at the times set forth on the Payment Schedule except as provided herein. There shall be credited against the amount of Installment Payments otherwise payable hereunder amounts equal to (1) earnings derived from the investment of the Bond Fund and the Prepayment Fund and (2) any other money not constituting Installment Payments required to be deposited in the Bond Fund. Installment Payments shall be sufficient in the aggregate to repay the Purchase Price together with interest thereon. As further consideration for the Corporation’s advance of the Purchase Price to the County, the County shall also pay the Additional Payments, as required herein, on a timely basis directly to the person or entity to which such Additional Payments are owed. Section 3.2 Place of Payments. The County shall make all payments required to be made to the Corporation hereunder to the Trustee at its designated office in immediately available funds or as may be otherwise directed in writing by the Trustee. Section 3.3 Late Charges. To the extent permitted by law, if the County fails to pay any Installment Payment or any other sum required to be paid to the Trustee following the due date thereof, the County shall pay a late payment charge equal to the amount of the delinquency times a per diem rate calculated at the rate(s) borne by each respective Bond. Section 3.4 No Abatement. Subject to Article XIV, there will be no abatement or reduction of the Installment Payments or Additional Payments by the County for any reason, including but not limited to, any failure by the County to appropriate funds to the payment of said Installment Payments or Additional Payments, any defense, recoupment, setoff, counterclaims or any claim (real or imaginary) arising out of or related to the Projects. The County assumes and shall bear the entire risk of loss and damage to the Projects from any cause whatsoever, it being the intention of the parties that the Installment Payments shall be made in all events unless the obligation to make such Installment Payments is terminated as otherwise provided herein. Section 3.5 Prepayment of Purchase Price. If the County has performed all of its obligations under this Contract, then it shall have the option to prepay the Purchase Price related to the 2024 Bonds on or after the date or dates permitted for the prepayment of the 2024 Bonds as set forth in Section 4.1 of the Indenture or to provide for prepayment of such Purchase Price, in full or in part, in the amount of $5,000 or any integral multiple thereof, at a prepayment price equal to the then applicable prepayment price of the 2024 Bonds, including any required prepayment premium under Section 4.1 of the Indenture, plus accrued interest to the prepayment date. If the Purchase Price is partially prepaid, then the Trustee shall recalculate the Payment Schedule as necessary in the manner required by Section 3.7 of the Indenture. [END OF ARTICLE III] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 9 7 ARTICLE IV ACQUISITION AND CONSTRUCTION Section 4.1 Acquisition and Construction Fund. The Corporation has caused the amount set forth in Section 3.1 of the Indenture to be deposited in the Acquisition and Construction Fund. Section 4.2 Disbursements. The Trustee shall disburse money held to the credit of the Acquisition and Construction Fund in payment of the Cost of Acquisition and Construction on receipt of written requisition from the County Representative substantially in the form set forth in Exhibit A, attached hereto. The Trustee may, but shall not be required to, request such other documents or other items as the Trustee may reasonably determine to be necessary, including but not limited to, construction invoices, lien waivers, inspection reports, itemization of present and prospective expenditures and a list of items necessary for completion, or as otherwise set forth in the Indenture. The Trustee shall be fully protected in disbursing amounts in accordance with any written requisition of the County Representative and the Trustee has no duty or obligation to verify the statements made therein or to inquire into the purposes for which the requested withdrawals are being made. Section 4.3 Termination. The Trustee shall terminate the Acquisition and Construction Fund, or any account therein, at the earlier of (a) the final distribution of money held in the Acquisition and Construction Fund, or any account therein, or (b) the termination of this Contract. The Trustee shall terminate any account within the Acquisition and Construction Fund upon final distribution of money held in such account. Section 4.4 Reliance of Trustee on Documents. The Trustee may act in conclusive reliance on any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Trustee is not liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder are limited to the receipt of such money, instruments or other documents received by it as the Trustee, and for the disposition of the same in accordance herewith. Section 4.5 Discretion of the Trustee to File Civil Action in the Event of Dispute. If the County and the Trustee disagree about the interpretation of this Contract, or about the rights and obligations, or the propriety of any action contemplated by the Trustee hereunder, the Trustee may, but is not required to, file an appropriate civil action in the State to resolve the disagreement. The Trustee will be indemnified, to the extent permitted by applicable law and subject to Article XIV, for all costs, including reasonable attorneys’ fees, costs and expenses, in connection with such civil action and shall be fully protected in suspending all or part of its activities under this Contract until a final judgment in such action is received. Section 4.6 Consultation with Counsel. The Trustee may consult with qualified counsel of its own choice and has full and complete authorization and protection to rely on the opinion of such counsel. The Trustee is otherwise not liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its negligence or misconduct. Section 4.7 Compensation of Trustee. The County shall pay to the Trustee reasonable compensation for all services performed by the Trustee hereunder and under the Indenture and also for all reasonable expenses, charges and other disbursements and those of the Trustee’s attorneys, agents and employees incurred in and about the administration and execution of the Indenture and the performance of the Trustee’s powers and duties hereunder and under the Indenture, as an Additional Payment. Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 10 8 Section 4.8 Construction. The County shall comply with the provisions of Article 8 of Chapter 143 of the General Statutes of North Carolina in constructing the Projects. The County shall cause the Projects to be carried on expeditiously in accordance with the plans and specifications therefor, all applicable ordinances and statutes, and in accordance with the requirements of all regularly constituted authorities having jurisdiction over same. The County shall ensure that (a) the Projects do not encroach on nor overhang any easement or right of way and (b) the portions of the Projects, when erected, will be wholly within the sites of the Projects and building restriction lines, however established, and will not violate applicable use or other restrictions contained in prior conveyances or applicable protective covenants or restrictions. The County shall cause all utility lines, septic systems and streets serving the Projects to be completed in accordance with health department standards and other applicable regulations of any governmental agency having jurisdiction. The County will promptly correct or cause to be corrected any structural defect in the improvements or any departure from the plans and specifications. Section 4.9 Right of Entry and Inspection. The Corporation, the Trustee and their representatives and agents have the right to enter on the property on which the Projects are located and inspect the Projects from time to time, during and after acquisition, construction equipping, and expansion, and the County shall cause the construction manager at risk or any first-tier subcontractor, as applicable, to cooperate with the Corporation, the Trustee and their representatives and agents during such inspections. No right of inspection or approval contained herein imposes on the Corporation or the Trustee any duty or obligation whatsoever to undertake any inspection or to give any approval. Section 4.10 Completion of Construction. The County shall proceed with reasonable diligence to complete the Projects in a timely manner. On completion of the acquisition, construction, renovation and equipping, as applicable, of the Projects, a County Representative shall deliver to the Trustee a certificate of a County Representative stating the fact and date of such completion and stating that all of the Cost of Acquisition and Construction has been determined and paid (or that all of such Cost of Acquisition and Construction has been paid less specified claims which are subject to dispute and for which a retention in the Acquisition and Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved). If, on the basis of such certificate, the accounting of the Acquisition and Construction Fund by the Trustee shows that money in the Acquisition and Construction Fund, or any account or subaccount thereof, will remain unexpended for the Cost of Acquisition and Construction, then the balance shall be applied in accordance with Section 3.11 of the Indenture. Section 4.11 Payment and Performance Bonds. Any contractor or construction manager at risk, as applicable, with a contract more than fifty thousand dollars ($50,000) shall furnish to the County a performance bond and a separate labor and material payment bond as required by North Carolina General Statutes, Article 3, Chapter 44A-26 or any successor statute. Upon request, copies of such bonds shall be provided to the Trustee. To the extent permitted by law, in lieu of furnishing a performance bond and a separate labor and material payment bond, any contractor or construction manager at risk, as applicable, may furnish the County with collateral in an amount of its construction contract. The Trustee has no duty or obligation to determine the sufficiency of any such insurance or collateral or examine any payment and performance bond hereunder. Section 4.12 Contractor’s General Liability and Property Damage Insurance. To the extent commercially reasonable, each contractor, or the construction manager at risk or any first-tier subcontractor, as applicable, entering into a construction contract with the construction manager at risk, entering into a construction contract related to the Projects is required by the County to procure and maintain standard form (a) commercial general liability and property damage insurance, at its own cost and expense, during the duration of such contractor’s construction contract, in the amount of at least $1,000,000 bodily injury and $1,000,000 property damage liability each occurrence, and (b) comprehensive automobile liability insurance on owned, hired and non-owned vehicles for limits not less than $1,000,000 each accident bodily Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 11 9 injury and property damage liability. Such policies must include the County as additional named insureds, and, to the extent commercially reasonable, shall include a provision prohibiting cancellation or termination without 30 days’ prior notice by certified mail to the County. A certificate evidencing such coverage shall be provided to the County or, if such insurance is provided by a private carrier, a completed certificate of insurance, in form acceptable to the County, shall be provided to the County with respect to each contractor entering into a construction contract or, in the case of a construction manager at risk, the construction manager at risk or any first-tier subcontractor entering into a construction contract with the construction manager at risk. The Trustee has no duty or obligation to monitor ongoing compliance with the requirements of this Section 4.12. Section 4.13 Contractor’s Builder’s Risk Completed Value Insurance. To the extent commercially reasonable, the County will procure and maintain, or will require each contractor, or the construction manager at risk or any first-tier subcontractor, as applicable, entering into a construction contract with the construction manager at risk, entering into a construction contract related to the Projects to procure and maintain property insurance (builder’s risk) on all acquisition, construction, equipping and expansion related to the Projects (excluding contractor’s tools and equipment) at the Projects at the full and insurable value thereof. This insurance will include the interest of the County and the contractor as additional insureds; and shall insure against “all risk” subject to standard policy conditions and exclusions. Each contractor, or the construction manager at risk or any first-tier subcontractor entering into a construction contract with the construction manager at risk, shall purchase and maintain similar property insurance for portions of the work stored off the sites on which the Projects are located or in transit when such portions of the work are to be included in an application for payment. Each contractor, or the construction manager at risk or any first-tier subcontractor entering into a construction contract with the construction manager at risk, is responsible for the payment of any deductible amounts associated with this insurance. The Trustee has no duty or obligation to monitor ongoing compliance with the requirements of this Section 4.13. Section 4.14 Contractor’s Worker’s Compensation Insurance. Each contractor, or the construction manager at risk or any first-tier subcontractor, as applicable, entering into a construction contract with the construction manager at risk, entering into a construction contract related to the Projects is required to procure and maintain, at its own cost and expense, worker’s compensation insurance during the term of its construction contract, covering its employees working thereunder. Employer’s liability limits shall be obtained for at least $1,000,000. Such insurance, if issued by a private carrier, must contain a provision prohibiting cancellation or termination without 30 days’ prior notice by certified mail to the County to the extent commercially reasonable. A certificate evidencing such coverage shall be provided to the County or, if such insurance is provided by a private carrier, then a completed certificate of insurance, in form acceptable to the County, shall be provided to the County with respect to each contractor entering into a construction contract or, in the case of a construction manager at risk, to the construction manager at risk or any first-tier subcontractor entering into a construction contract with the construction manager at risk. The Trustee has no duty or obligation to monitor ongoing compliance with the requirements of this Section 4.14. Section 4.15 Filing With the Trustee. The County shall provide on request of the Trustee, a certificate of a County Representative certifying compliance with Section 4.11, Section 4.12, Section 4.13 and Section 4.14. In addition to this certificate, the Trustee may request at any time copies of all performance bonds and insurance contracts or approved bonds thereof, as required under Section 4.11, Section 4.12, Section 4.13 and Section 4.14, to be delivered to the Trustee in a timely manner and in such form as to certify compliance with the provisions of the Sections referred to above. [END OF ARTICLE IV] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 12 10 ARTICLE V RESPONSIBILITIES OF THE COUNTY Section 5.1 Care and Use. Subject to the provisions of applicable law and Article XIV, the County shall use the Mortgaged Property in a careful and proper manner, in compliance with all applicable laws and regulations, and, at its sole cost and expense, shall service, repair and maintain the Mortgaged Property so as to keep the Mortgaged Property in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted. The County shall replace any part of the Mortgaged Property as may from time to time become worn out, unfit for use, lost, stolen, destroyed or damaged, if necessary to the proper operation of the Mortgaged Property. Any and all additions to or replacements of the Mortgaged Property and all parts thereof shall constitute accessions to the Mortgaged Property and shall be subject to all the terms and conditions of this Contract and included in the term “Mortgaged Property” and as used in this Contract. Section 5.2 Inspection. The Trustee, or its agent or representative, has the right on reasonable prior notice to the County, and subject to the reasonable direction and supervision of the County, to enter into and inspect the Mortgaged Property and observe their use during normal business hours. No right of inspection imposes on the Trustee any duty or obligation whatsoever to undertake any inspection. Section 5.3 Utilities. The County shall pay all charges for gas, water, steam, electricity, light, heat or power, telephone or other utility services furnished to or used on or in connection with the Mortgaged Property. There shall be no abatement of the Installment Payments on account of interruption of any such services. Section 5.4 Taxes. (a) The County shall pay when due any and all taxes relating to the Mortgaged Property and the County’s obligations hereunder including, but not limited to, all license or registration fees, gross receipts tax, sales and use tax, if applicable, license fees, documentary stamp taxes, rental taxes, assessments, charges, ad valorem taxes, excise taxes, and all other taxes, licenses and utility charges of any type imposed on the ownership, possession or use of the Mortgaged Property by any governmental body or agency, together with any interest and penalties, other than taxes on or measured by the net income of the Corporation; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the County is obligated to pay only such installments as are required to be paid as and when the same become due. (b) The County may, at its expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom; provided that before such nonpayment it furnishes the Trustee with an Opinion of Counsel to the effect that, by nonpayment of any such items, the security interest held by the Trustee in the Mortgaged Property will not be materially endangered and the Mortgaged Property will not be subject to loss or forfeiture. Otherwise, the County shall promptly pay such taxes, assessments or charges or make provisions for the payment thereof. Section 5.5 Title Insurance. The County agrees to obtain, at its own cost and expense, a policy of title insurance, in form satisfactory to the Corporation, in conjunction with the execution and delivery of this Contract, payable to the Trustee, as its interest may appear, insuring fee title of the County to the Mortgaged Property. The amount of such policy need not exceed the insurable value of the Mortgaged Property as reasonably determined by the County. Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 13 11 Section 5.6 Risk of Loss. The County shall bear all risk (1) of loss or damage to the Mortgaged Property and (2) of the condemnation of any of the Mortgaged Property or any portion thereof. Section 5.7 Performance by the Trustee of the County’s Responsibilities. Any performance required of the County or any payments required to be made by the County may, but are not required to, if not timely performed or paid, be performed or paid by the Trustee, and, in that event, the Trustee shall be immediately reimbursed by the County for these payments or other performance by the Trustee, with interest thereon at a rate equal to the lesser of (i) the prime rate of the Trustee (or the Trustee’s affiliated bank) or (ii) the highest amount then allowed by law, at the time the payment is made and as adjusted from time to time thereafter until so reimbursed. Section 5.8 Financial Statements. If such information is not otherwise publicly available, the County agrees that it will furnish to the Trustee at such reasonable times as the Trustee may request, current financial statements (including, without limitation, the County’s annual budget as submitted or approved) and further agrees that it will permit the Trustee or its respective agent and representative to inspect the County’s books and records and make extracts therefrom. The County represents and warrants to the Trustee that (1) all financial statements which have been or may be delivered or otherwise made available to the Trustee do and will fairly and accurately reflect the County’s financial condition and (2) there has been no material adverse change, as of the date of execution of this Contract, in the County’s financial condition from the condition as reflected in the financial statements for the Fiscal Year ended June 30, 2023. The Trustee shall have no duty to review or analyze any such financial statements it requests to be provided to it and shall hold such financial statements solely as a repository for the benefit of the bondholders. The Trustee shall not be deemed to have notice, whether or not such financial statements are publicly available, of any information contained therein or event of default which may be disclosed in any manner therein. The County further agrees that it will furnish a copy of its most recent audited financial statements to any Owner of the Bonds on written request therefor. Section 5.9 Property Insurance. The County shall continually maintain or cause to be maintained insurance to the full insurable value of the Mortgaged Property against, to the extent commercially available at a reasonable cost, loss by fire, wind damage, hazards customarily included in the term “extended coverage” with responsible and reputable insurance companies and shall promptly pay all premiums therefor when due. All insurance policies and renewals thereof shall name the Corporation and the Trustee as parties insured thereunder, as the respective interests of each of such parties may appear, and have attached thereto a mortgagee long form loss payable clause in favor of the Trustee, and provide that no such policy can lapse or be canceled, substantially modified or terminated without at least 30 days prior notice to the Trustee and that any loss payable thereunder shall be made payable and shall be applied as provided in Article VII. In the event of loss, the County shall give immediate written notice by mail to the Trustee, who may, but shall not be obligated to, make proof of loss. In the event of a foreclosure of the Deed of Trust or other transfer of title to the Mortgaged Property, all right, title and interest of the County in any insurance policies then in force shall pass to the Trustee. Additionally, during the term of this Contract, the County shall continually maintain standard liability insurance as is customarily maintained by like entities with respect to facilities similar to the Mortgaged Property. The County may provide for and maintain the insurance required under this Contract partially or wholly by means of an adequate risk retention fund. Reserves for a risk retention fund shall be determined by using actuarial principles. Any risk retention fund shall be reviewed annually by the County’s risk manager or an independent insurance consultant or actuarial consultant. The Trustee shall conclusively rely on a letter of the County’s risk manager or an independent insurance consultant or actuarial consultant as Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 14 12 to the adequacy of any risk retention fund. The Trustee has made no evaluation as to the sufficiency of the insurance requirements set forth herein. [END OF ARTICLE V] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 15 13 ARTICLE VI TITLE; LIENS Section 6.1 Title. Title to the Mortgaged Property and any and all additions, repairs, replacements or modifications thereto shall be in the County from and after the date of execution and delivery of this Contract. The County shall own the Mortgaged Property free and clear of any lien or security interest created by this Contract and the Deed of Trust, as applicable, on the repayment in full of the Purchase Price and the payment of all other amounts due hereunder. The County shall deliver to the Trustee the Deed of Trust simultaneously with the execution and delivery of this Contract and shall cause the Deed of Trust to be recorded in the New Hanover County Register of Deeds. On payment in full of all of the County’s obligations hereunder, including the Purchase Price and all other payments due hereunder, the Corporation or its assignee, at the County’s expense and request, shall discharge the Indenture and release the lien on the Mortgaged Property, at which time this Contract will terminate. Section 6.2 Liens. The County shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, security interest, encumbrance or claim on or with respect to Mortgaged Property or any interest therein, except for (1) the lien and security interest of the Corporation and the Trustee in the Deed of Trust and as otherwise permitted therein; (2) utility, access and other easements and rights of way, restrictions and exceptions which do not interfere with or impair the intended use of the Mortgaged Property; (3) any lease permitted by Section 13.1 of this Contract; and (4) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property of the general character of the Mortgaged Property and as do not materially impair title to the Mortgaged Property. The County shall promptly, at its own expense, take such action as may be necessary duly to discharge any such mortgage, pledge, lien, security interest, charge, encumbrance or claim if the same shall arise at any time. The County shall reimburse the Corporation for any expense incurred by it to discharge or remove any such mortgage, pledge, lien, security interest, charge, encumbrance or claim. [END OF ARTICLE VI] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 16 14 ARTICLE VII DAMAGE, DESTRUCTION AND LOSS OR THEFT OF MORTGAGED PROPERTY; NET PROCEEDS Section 7.1 Damage, Destruction or Condemnation. If, during the term hereof, (1) any portion of the Mortgaged Property is destroyed or damaged by fire or other casualty; (2) title to or the temporary or permanent use of any portion of the Mortgaged Property or the estate of the County or the Corporation or its assignee in any portion of the Mortgaged Property is taken under the power of eminent domain by any governmental authority; (3) a material defect in construction of any portion of the Mortgaged Property becomes apparent; or (4) title to or the use of any portion of the Mortgaged Property is lost by reason of a defect in title thereto, then the County continues to be obligated, subject to the provisions of Section 7.2, to pay the amounts specified in Section 3.1 at the respective times required and written notice of any of the foregoing shall promptly be given to the Trustee. Section 7.2 Obligation of the County to Repair and Replace the Mortgaged Property. Subject to the provisions of Section 7.3, the County shall direct the Trustee in writing to cause the Net Proceeds of any insurance policies, performance or payment bonds, if any, condemnation awards or Net Proceeds made available by reason of any occurrence described in Section 7.1, to be deposited in a separate fund held by the Trustee. Except as set forth in Section 7.3, all Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Mortgaged Property on receipt of requisitions approved by a County Representative stating with respect to each payment to be made: (a) the requisition number; (b) the name and address of the person, firm or corporation to whom payment is due; (c) the amount to be paid; and (d) that each obligation mentioned therein has been properly incurred, is a proper charge against the Acquisition and Construction Fund or such separate fund, and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall cooperate with the County in the administration of such separate fund and shall not unreasonably withhold its approval of requisitions under this Section 7.2. The Trustee shall be fully protected in releasing amounts approved by the County Representative and the Trustee has no duty or obligation to determine whether or not any such requisitioned amounts are appropriate. If the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Mortgaged Property, the County may complete the work and pay any cost in excess of the amount of the Net Proceeds, and the County agrees that, if by reason of any such insufficiency of the Net Proceeds, the County shall make any payments pursuant to the provisions of this Section 7.2, the County is not entitled to any reimbursement therefor from the Corporation, the Trustee or the Owners nor is the County entitled to any diminution of the amounts payable under Section 3.1. Any repair, restoration, modification, improvement or replacement paid for in whole or in part out of such Net Proceeds shall be the property of the County, subject to the Deed of Trust to the extent it relates to the Mortgaged Property, and shall be included as part of the Mortgaged Property under this Contract. Section 7.3 Discharge of the Obligation of the County to Repair the Mortgaged Property. On the occurrence of an event described in Section 7.1 with respect to the Mortgaged Property, the County may elect not to repair, restore, improve or replace the affected portion of the Mortgaged Property if (1) (a) the Net Proceeds are less than $1,000,000 and (b) a County Representative certifies to the Corporation that such Net Proceeds are not necessary to restore the affected portion of the Mortgaged Property to its intended use or (2) the County uses the Net Proceeds, together with any other available funds of the County that may be necessary, to redeem or defease all of the Outstanding Bonds in accordance with the terms of the Indenture. In such event, the County shall direct the Trustee in writing to either deposit such Net Proceeds in the Bond Fund to be applied toward the next payment of principal and interest with respect to the Bonds or in the Prepayment Fund or an escrow fund to effect the prepayment or defeasance of the Outstanding Bonds, as the case may be. Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 17 15 Within 90 days of the occurrence of an event specified in Section 7.1, the County shall commence the repair, restoration, modification, improvement or replacement of the Mortgaged Property, or shall elect, by written notice to the Trustee, to proceed under the provisions of the immediately preceding paragraph. For purposes of this Section, “commence” shall include the retention of an architect or engineer in anticipation of repair, restoration, modification, improvement or replacement of the Mortgaged Property. Section 7.4 Cooperation of the Corporation. The Corporation shall cooperate fully with the County and the Trustee in filing any proof of loss with respect to any insurance policy covering the events described in Section 7.1, and hereby assigns to the Trustee any interest it may have in such policies or rights of action for such purposes. In no event shall the Corporation or the County voluntarily settle, or consent to the settlement of, any proceeding arising out of any such insurance claim with respect to the Mortgaged Property without the written consent of the other. [END OF ARTICLE VII] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 18 16 ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COUNTY AND THE CORPORATION Section 8.1 Representations, Warranties and Covenants of the County. The County warrants and represents to the Corporation and to the Trustee for the benefit of the Owners (all such representations and warranties being continuing) that: (a) The County is a duly organized and validly existing political subdivision of the State and has all powers necessary to enter into the transactions contemplated by this Contract and the Deed of Trust and to carry out its obligations hereunder; (b) The County agrees that during the term of this Contract it will take no action that would adversely affect its existence as a political subdivision in good standing in the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivisions of the State to consolidate with or merge into it, unless the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder; (c) This Contract, the Deed of Trust and all other documents relating hereto and the performance of the County’s obligations hereunder and thereunder have been or will be duly and validly authorized, executed and delivered by the County and approved under all laws, regulations and procedures applicable to the County and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitute valid, legal and binding obligations of the County, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and such principles of equity as a court having jurisdiction may impose; (d) No approval or consent is required from any governmental authority with respect to the entering into or performance by the County of this Contract, the Deed of Trust and all other documents related thereto and the transactions contemplated hereby and thereby or if such approvals are required, they will be duly obtained; (e) Except as disclosed by the County in writing to the Corporation and the Trustee, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best of the County’s knowledge, threatened, against or affecting the County challenging the validity or enforceability of this Contract, the Deed of Trust or any other documents relating hereto and the performance of the County’s obligations hereunder and thereunder, and compliance with the provisions hereof or thereof, under the circumstances contemplated hereby or thereby, does not and will not in any material respect conflict with, constitute on the part of the County a breach of or default under, or result in the creation of a lien or other encumbrance on any property of the County (except as contemplated herein or therein) pursuant to any agreement or other instrument to which the County is a party, or any existing law, regulation, court order or consent decree to which the County is subject; (f) Neither the execution and delivery of this Contract or the Deed of Trust or the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County is bound or constitutes a default under any of the foregoing, nor conflicts with or results in a violation of any provision of applicable law or regulation Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 19 17 governing the County and no representation, covenant and warranty herein is false, misleading or erroneous in any material respect; (g) The County is vested with fee simple title to the Mortgaged Property free and clear of any liens or encumbrances other than the lien created by the Deed of Trust and the other liens permitted hereby and thereby; (h) The resolutions relating to the performance by the County of this Contract, the Deed of Trust and the transactions contemplated hereby and thereby, have been duly adopted, are in full force and effect, and have not been in any respect modified, revoked or rescinded; (i) The Projects are essential to the proper, efficient and economical operation of the County and the delivery of its services, and the Projects provide essential uses and permit the County to carry out public functions that it is authorized by law to perform; (j) The County reasonably believes funds will be available to satisfy all of its obligations hereunder; (k) The County shall (1) cause its Budget Officer, as statutorily defined by the State, to include the Installment Payments and the reasonably estimated Additional Payments coming due in each Fiscal Year in the corresponding annual budget request, (2) require that the deletion of such funds from the County’s final budget or any amended budget be made only pursuant to an express resolution of the Board which explains the reason for such action, and (3) deliver notice to the Trustee and the LGC within five days after the adoption by the Board of the resolution described in clause (2) above. Nothing contained in this paragraph (k) obligates the County to appropriate money contained in the proposed budget for the payment of Installment Payments and reasonably estimated Additional Payments coming due under this Contract; (l) Money appropriated by the County to make Installment Payments in any Fiscal Year shall be used for no other purpose; (m) The County agrees, in accordance with Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (the “SEC”), to provide to the Municipal Securities Rulemaking Board (the “MSRB”): (1) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2024, 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 ended June 30, 2024, 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 tables under the captions “THE COUNTY - Debt Information” and “- Tax Information” (including subheadings thereunder) in the Official Statement dated [August 28, 2024] with respect to the 2024 Bonds Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 20 18 (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 paragraph (1) above; (3) in a timely manner not in excess of 10 Business Days after the occurrence of the event, notice of any of the following events with respect to the 2024 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 2024 Bonds or other material events affecting the tax status of the 2024 Bonds; (G) modification of the rights of the Beneficial Owners of the 2024 Bonds, if material; (H) call of any of the 2024 Bonds, [excluding any mandatory sinking fund prepayment,] if material, and tender offers; (I) defeasance of any of the 2024 Bonds; (J) release, substitution or sale of any property securing repayment of the 2024 Bonds, if material; (K) rating changes; (L) bankruptcy, insolvency, receivership or similar event of the County; (M) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the 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; Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 21 19 (N) appointment of a successor or additional trustee or the change of name of a trustee, if material; (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 security 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, 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 Section, “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 2024 Bonds and is enforceable by the Trustee at the written direction of an aggregate majority of the Owners of Bonds then Outstanding and upon receipt of indemnity satisfactory to 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 under Section 12.1 of this Contract and will not result in acceleration of the principal component of Installment Payments. An action must be instituted, had and maintained in the manner provided in this paragraph for the benefit of all of the Owners and beneficial owners of the 2024 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: (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 the 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 Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 22 20 of the 2024 Bonds pursuant to Section 9.5 of the Indenture as may be amended from time to time. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. All documents provided to the MSRB as described above are to be provided in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by transmitting those documents or notices in a manner subsequently required by the SEC 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 2024 Bonds. Section 8.2 Warranties and Representations of the Corporation. The Corporation warrants and represents to the County (all such warranties and representations continuing) that: (a) The Corporation is a nonprofit corporation duly organized, existing and in good standing under and by virtue of the laws of the State, has the power to enter into this Contract and the Indenture, and has duly authorized the execution and delivery of this Contract and the Indenture; (b) The Corporation has duly authorized this Contract and the Indenture and has caused each to be executed on its behalf in accordance with the laws of the State; (c) Neither the execution and delivery of this Contract or the Indenture, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of the charter or bylaws of the Corporation or any agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing; and (d) To the best of the Corporation’s knowledge after due and reasonable investigation, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board, or body pending or threatened against or affecting the Corporation challenging the validity or enforceability of this Contract, the Indenture or any other documents relating hereto and the performance of the Corporation’s obligations hereunder and thereunder. [END OF ARTICLE VIII] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 23 21 ARTICLE IX TAX COVENANTS AND REPRESENTATIONS The County covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest portion of the Installment Payments created by this Contract and allocable to the 2024 Bonds under Section 103 of the Code. The County will not directly or indirectly use or permit the use of any proceeds of any fund created under the Indenture allocable to the 2024 Bonds, or take or omit to take any action that would cause the obligation created by this Contract and allocable to the 2024 Bonds to be an “arbitrage bond” within the meaning of Section 148(a) of the Code. To that end, the County and the Corporation have executed the Tax Certificate and will comply with all requirements of Section 148 of the Code to the extent applicable. The County further represents and covenants that the Installment Payments created by this Contract and allocable to the 2024 Bonds are not and will not constitute a “private activity bond” as defined in Section 141 of the Code. Without limiting the generality of the foregoing, the County agrees that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the obligation created by this Contract and allocable to the 2024 Bonds from time to time. This covenant shall survive the payment in full of all Installment Payments under this Contract. Notwithstanding any provision of this Article IX, (1) this Article IX shall not apply to the extent that the interest portion of the Installment Payments created under this Contract is not intended to be excludable from gross income for federal income tax purposes under Section 103 of the Code and (2) if the County shall provide to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Article IX or the Tax Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the obligations created by this Contract and allocable to the 2024 Bonds pursuant to Section 103 of the Code, the County, the Corporation and the Trustee may rely conclusively on such opinion in complying with the provisions hereof. [END OF ARTICLE IX] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 24 22 ARTICLE X INDEMNIFICATION To the extent permitted by applicable law and Article XIV, the County hereby agrees to indemnify, protect and save the Corporation, the LGC, the Trustee and any member, director, officer, agent or employee of the foregoing harmless from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including reasonable attorneys’ fees, costs, and expenses arising out of, connected with, or resulting, directly or indirectly, from the Projects, or from the Indenture, the Deed of Trust and this Contract or from the County’s performance under each of said documents, including, without limitation, the possession, condition or use of the Projects. The indemnification arising under this Article X shall survive and continue in full force and effect notwithstanding the payment in full of all obligations under this Contract or the sooner resignation or removal of the Trustee. [END OF ARTICLE X] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 25 23 ARTICLE XI DISCLAIMER OF WARRANTIES THE CORPORATION AND THE TRUSTEE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECTS OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECTS. [END OF ARTICLE XI] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 26 24 ARTICLE XII DEFAULT AND REMEDIES Section 12.1 Definition of Event of Default. The County shall be deemed to be in default hereunder upon the happening of any of the following events of default (each, an “Event of Default”): (a) The County fails to make any Installment Payment on the date such Installment Payment is due hereunder; (b) The County fails to budget and appropriate money sufficient to pay all Installment Payments and the reasonably estimated Additional Payments coming due in any Fiscal Year; (c) The County fails to perform or observe any term, condition or covenant of this Contract on its part to be observed or performed, other than as referred to in (a) or (b) above, or of the Deed of Trust on its part to be observed or performed, or breaches any warranty by the County herein or therein contained, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the County by the Trustee unless the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure cannot be corrected within the stated period, the Trustee will not unreasonably withhold consent for an extension; (d) Any bankruptcy, insolvency or reorganization proceedings or similar litigation, is instituted by the County, or a receiver, custodian or similar officer is appointed for the County or any of its property, and such proceedings or appointments are not vacated or fully stayed within 90 days after the institution or occurrence thereof; or (e) Any representation or statement made by the County herein, in the Deed of Trust or in any other document executed or delivered in connection herewith is found to be incorrect or misleading in any material respect on the date made. Section 12.2 Remedies on Default. On the occurrence of any Event of Default, the Trustee may, and if required by a majority in aggregate principal amount of the Owners of the Bonds, the Trustee shall, to the extent permitted by applicable law and Article XIV, exercise any one or more of the following remedies as the Trustee may elect or as shall be directed in writing by a majority in aggregate principal amount of the Owners of the Bonds: (a) Declare the unpaid portion of the principal and interest components of Installment Payments immediately due and payable without notice or demand to the County; (b) Proceed by appropriate court action to enforce performance by the County of the applicable covenants of this Contract or to recover for the breach thereof; or (c) Exercise or direct the Deed of Trust trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved under this Contract and the Deed of Trust including, without limitation, to the extent permitted by law, re-enter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, costs and expenses, incurred with the recovery, Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 27 25 repair, storage and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, shall pay any remaining proceeds to the County. Notwithstanding any other provisions herein, it is the intent of the parties hereto to comply with General Statutes of North Carolina Section 160A-20. No deficiency judgment may be rendered against the County in violation of Section 160A-20 including, without limitation, any deficiency judgment for amounts that may be owed hereunder when the sale of all or any portion of the Mortgaged Property is insufficient to produce enough money to pay in full all remaining obligations under this Contract. To the extent of any conflict between this paragraph and any other provision of this Article XII, this paragraph shall take priority. This Section 12.2 in no way limits the provisions of Article XIV. Section 12.3 Further Remedies. Notwithstanding the occurrence of an Event of Default hereunder and the exercise of any or all of the remedies listed in Section 12.2, this Contract shall remain in full force and effect and the County, to the extent permitted by applicable law and subject to Article XIV, shall be and remain liable for the full performance of all its obligations hereunder. All remedies of the Trustee are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy. [END OF ARTICLE XII] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 28 26 ARTICLE XIII ASSIGNMENT Section 13.1 Assignment by the County. The County may not sell, assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance on or against any interest in this Contract or the Mortgaged Property (except for permitted encumbrances under Section 6.2 and as defined in the Deed of Trust) without the prior written consent of the Trustee. Notwithstanding the foregoing, the County may lease all or a portion of the Mortgaged Property subject to the following conditions: (a) the obligation of the County to make Installment Payments and Additional Payments under this Contract will remain obligations of the County; (b) the County will furnish or cause to be furnished to the Trustee a true and complete copy of such lease at least 30 days before the execution and delivery of any such lease; (c) no lease will cause the interest component of Installment Payments relating to any Bonds intended to be excludable from gross income of the recipient thereof for federal income tax purposes to become includable in gross income for federal income tax purposes; and (d) the Trustee may request to receive an Opinion of Counsel to the County to the effect that such lease is subordinate in all respects to the lien of the Deed of Trust and that such lease is subject to immediate termination at the direction of the Trustee following an Event of Default by the County under this Contract. Section 13.2 Assignment by the Corporation. The Corporation has assigned all of its interest in the Mortgaged Property and this Contract (other than its rights under Article X, certain notice rights and those Additional Payments payable to the Corporation under this Contract), including without limitation, the Corporation’s rights to receive the Installment Payments, to the Trustee. [END OF ARTICLE XIII] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 29 27 ARTICLE XIV LIMITED OBLIGATION OF THE COUNTY Notwithstanding any provision of this Contract, the Indenture or the Deed of Trust which may be to the contrary, no provision of this Contract, the Indenture or the Deed of Trust shall be construed or interpreted as creating a pledge of the faith and credit of the County within the meaning of the constitution of the State. No provision of this Contract, the Indenture or the Deed of Trust shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the County within the meaning of the constitution of the State. This Contract, the Indenture and the Deed of Trust shall not directly or indirectly or contingently obligate the County to make any payments beyond those appropriated in the sole discretion of the County for any Fiscal Year in which this Contract is in effect; provided, however, any failure or refusal by the County to appropriate funds which results in the failure by the County to make any payment coming due hereunder will in no way obviate the occurrence of the event of default resulting from such nonpayment. No deficiency judgment may be rendered against the County in any action for breach of a contractual obligation under this Contract, and the taxing power of the County is not and may not be pledged directly or indirectly or contingently to secure any money due under this Contract. No provision of this Contract, the Indenture, or the Deed of Trust shall be construed to pledge or to create a lien on any class or source of the County’s money, nor shall any provision of this Contract, the Indenture or the Deed of Trust restrict the future issuance of any of the County’s bonds or obligations payable from any class or source of the County’s money. To the extent of any conflict between this Article XIV and any other provision of this Contract, the Indenture or the Deed of Trust, this Article shall take priority. [END OF ARTICLE XIV] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 30 28 ARTICLE XV JOINDER BY THE TRUSTEE The Trustee hereby executes this Contract to signify its agreement to be bound by the terms of this Contract applicable to it. The County and the Corporation acknowledge and agree that the Trustee shall be entitled to enforce and to benefit from the terms and conditions of this Contract. [END OF ARTICLE XV] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 31 29 ARTICLE XVI MISCELLANEOUS Section 16.1 Waiver. No covenant or condition of this Contract can be waived except by the written consent of the Corporation and the Trustee. Any failure of the Corporation or the Trustee to require strict performance by the County or any waiver by the Corporation or the Trustee of any terms, covenants or contracts herein shall not be construed as a waiver of any other breach of the same or any other term, covenant or contract herein. Section 16.2 County’s Acceptance of Rights and Responsibilities Under the Indenture. The County accepts all responsibilities assigned to it under and pursuant to the Indenture. Section 16.3 Severability. If any portion of this Contract other than Article XIV is determined to be invalid under any applicable law, such provision shall be deemed void and the remainder of this Contract shall continue in full force and effect. Section 16.4 Governing Law. This Contract is to be construed, interpreted and enforced in accordance with the laws of the State without regard to conflict of law principles. Section 16.5 Notices. Any and all notices, requests, demands, and other communications given under or in connection with this Contract are effective only if in writing and either personally delivered or mailed by registered or certified mail, postage prepaid, return receipt requested, or such other manner as is acceptable to the recipient, including Electronic Means (as defined in the Indenture), addressed as follows: If to the County: County of New Hanover, North Carolina 230 Government Center Drive Suite 165 Wilmington, North Carolina 28403 Attention: Chief Financial Officer If to the Corporation: New Hanover County Financing Corporation c/o County of New Hanover, North Carolina 230 Government Center Drive Suite 165 Wilmington, North Carolina 28403 Attention: Chief Financial Officer If to the Trustee: U.S. Bank Trust Company, National Association 214 North Tryon Street, 27th Floor Charlotte, North Carolina 28202-1078 CN-NC-H27A Attention: Shawna L. Hale The Trustee shall have the right to accept and act upon instructions or directions, including funds transfer instructions, pursuant to this Indenture sent by Electronic Means. As used in this Section, “Electronic Means” means unsecured e-mail as a portable document format (“pdf”) or other replicating image attached to an email, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Corporation and the County, as applicable, shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions (“Authorized Officers”), which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 32 30 the Corporation or the County elects to give the Trustee instructions via Electronic Means and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Corporation and the County agree that the Trustee cannot determine the identity of the actual sender of such instructions and that the Trustee shall conclusively presume that instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Corporation and the County shall be responsible for ensuring that only Authorized Officers transmit such instructions to the Trustee, and the Corporation and the County and the Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and authentication keys provided by the Trustee. The Trustee shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Corporation and the County agree (i) to assume all risks arising out of the use of such Electronic Means to submit instructions and direction to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions and the risk or interception and misuse by third parties, provided that such unauthorized instructions, interception or misuse was not due to the Trustee’s negligence or the compromise of Trustee’s security systems; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Corporation and the County; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) that it will notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The County agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Corporation, the County and the Trustee may, by written notice to the others, designate any further or different addresses to which subsequent notices, certificates or other communications are to be sent. Section 16.6 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Contract. Section 16.7 Entire Contract. This Contract, together with the schedules and Exhibits hereto, constitutes the entire contract between the parties and this Contract may not be modified, amended, altered or changed except by written contract signed by the parties. Section 16.8 Binding Effect. Subject to the specific provisions of this Contract, this Contract is binding on and inures to the benefit of the parties and their respective successors and assigns (including expressly any successor of the Trustee). Section 16.9 Time. Time is of the essence of this Contract and each and all of its provisions. Section 16.10 Payments. If the date for making payment, or the last date for performance of any act or the exercising of any right, as provided in this Contract, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 33 31 effect as if done on the nominal date provided in this Contract, and no interest shall accrue for the period after such nominal date. Section 16.11 Covenants of County, Corporation or LGC not Covenants of Officials Individually. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, director, agent, officer or employee of the County, the Corporation or the LGC in his individual capacity, and neither the members of the Board, the Board of Directors of the Corporation, the members of the LGC nor any other member, director, agent, officer or employee of the County, the Corporation or the LGC shall be subject to any personal liability or accountability by reason of the execution and delivery of the Bonds. No member of the Board, the Board of Directors of the Corporation, the LGC nor any agent, officer or employee of the County, the Corporation or the LGC shall incur any personal liability under this Contract. Section 16.12 Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Bond Fund, the Acquisition and Construction Fund, the Prepayment Fund or any other fund or account created under the Indenture other than the Rebate Fund, on termination of this Contract and the Indenture, and after payment in full of the Bonds (or provision for payment thereof having been duly made in accordance with the provisions of this Contract or the Indenture) and fees and expenses of the Trustee in accordance with this Contract and the Indenture, shall be paid to the County by the Trustee as an overpayment of Installment Payments in accordance with the terms of the Indenture. Section 16.13 Amendments to this Contract. This Contract may not be amended by the parties hereto except in accordance with Article IX of the Indenture. In addition, no amendment to this Contract which would increase the amount or maturity of Bonds Outstanding or the interest rate with respect thereto is effective until it is approved by the LGC. Section 16.14 Execution in Counterparts; Electronic Signature. This Contract may be executed in any number of counterparts, by manual, facsimile, digital, electronic or .pdf file signatures, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. An executed copy of this Contract delivered by facsimile, email, or other electronic means will be deemed to have the same legal effect as delivery of a manual signed copy of this Contract. This Contract and related documents may be sent and stored by electronic means. [END OF ARTICLE XVI] [SIGNATURES ON FOLLOWING PAGES] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 34 SIGNATURE PAGE 1 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the day and year first above written. NEW HANOVER COUNTY FINANCING CORPORATION By: Bill Rivenbark President [SIGNATURES CONTINUED ON FOLLOWING PAGES] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 35 SIGNATURE PAGE 2 [COUNTERPART SIGNATURE PAGE TO THE INSTALLMENT FINANCING CONTRACT DATED AS OF SEPTEMBER 1, 2024, BETWEEN THE NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] COUNTY OF NEW HANOVER, NORTH CAROLINA By: Chris Coudriet County Manager [SIGNATURES CONTINUED ON FOLLOWING PAGES] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 36 SIGNATURE PAGE 3 [COUNTERPART SIGNATURE PAGE TO THE INSTALLMENT FINANCING CONTRACT DATED AS OF SEPTEMBER 1, 2024, BETWEEN THE NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] Consented to and Accepted: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Shawna L. Hale Vice President [SIGNATURES CONTINUED ON FOLLOWING PAGES] Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 37 SIGNATURE PAGE 4 [COUNTERPART SIGNATURE PAGE TO THE INSTALLMENT FINANCING CONTRACT DATED AS OF SEPTEMBER 1, 2024, BETWEEN THE NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA] THIS CONTRACT HAS BEEN APPROVED UNDER THE PROVISIONS OF THE NORTH CAROLINA GENERAL STATUTES, § 159-152. Jennifer Wimmer Deputy Secretary of the Local Government Commission Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 38 INSTALLMENT PAYMENT SCHEDULE – 2024 BONDS [TO UPDATE AT PRICING] PAYMENT SCHEDULE - 1 DATE INSTALLMENT PAYMENT PRINCIPAL COMPONENT INTEREST COMPONENT TOTAL Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 39 A-1 EXHIBIT A FORM OF REQUISITION ACQUISITION AND CONSTRUCTION FUND U.S. Bank Trust Company, National Association 214 North Tryon Street, 27th Floor Charlotte, North Carolina 28202-1078 CN-NC-H27A Attention: Corporate Trust Services Re: Direction to Make Disbursements from the Acquisition and Construction Fund Ladies and Gentlemen: Pursuant to Section 3.11 of the Indenture of Trust dated as of September 1, 2024 (the “Indenture”) between the New Hanover County Financing Corporation (the “Corporation”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and Section 4.2 of the Installment Financing Contract dated as of September 1, 2024 (the “Contract”) between the Corporation and the County of New Hanover, North Carolina (the “County”), you are hereby directed to disburse from the 2024 Account of the Acquisition and Construction Fund referred to in the Indenture (the “Acquisition and Construction Fund”) the amount indicated below. The undersigned hereby certifies: 1. This is requisition number _______ from the 2024 Account of the Acquisition and Construction Fund. 2. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: ____________________ ____________________ ____________________ ____________________ 3. The amount to be disbursed is $_____. 4. The purpose of the disbursement is to ______________. 5. The disbursement herein requested is for an obligation properly incurred, is a proper charge against the 2024 Account of the Acquisition and Construction Fund and has not been the basis of any previous disbursement. Dated this _____ day of __________, 20__. COUNTY OF NEW HANOVER, NORTH CAROLINA By: County Representative Board of Commissioners - June 17, 2024 ITEM: 13- 3 - 40 PARKER POE DRAFT 06/03/2024 Prepared by and Return to: Rebecca B. Joyner, Esq. Parker Poe Adams & Bernstein LLP 301 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 NORTH CAROLINA NEW HANOVER COUNTY COLLATERAL IS OR INCLUDES FIXTURES DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING is made and entered into as of the 1st day of September, 2024 (the “Deed of Trust”), from the COUNTY OF NEW HANOVER, NORTH CAROLINA (hereinafter called the “Grantor”), a political subdivision duly created and validly existing under the laws of the State of North Carolina, whose address is 230 Government Center Drive, Suite 165, Wilmington, North Carolina 28403, to REBECCA B. JOYNER, as trustee (hereinafter referred to as the “Trustee”), for the benefit of NEW HANOVER COUNTY FINANCING CORPORATION, a nonprofit corporation duly created, existing and in good standing under the laws of the State of North Carolina, whose address is 230 Government Center Drive, Suite 165, Wilmington, North Carolina 28403, as grantee (the “Corporation”) (the Corporation and its successors and assigns are hereinafter referred to as “Beneficiary”). RECITALS: The Grantor and the Corporation have entered into an Installment Financing Contract dated as of September 1, 2024 (the “Contract”), pursuant to which (1) the Corporation has agreed to advance certain funds to enable the Grantor to (a) finance the Projects (as defined in the Contract), and (b) pay the costs related to the execution and delivery of the Contract; and (2) the Grantor has agreed to make the Installment Payments (as defined in the Contract) to the Corporation. The Contract is incorporated herein by this reference. The Corporation has assigned substantially all of its rights under the Contract to U.S. Bank Trust Company, National Association pursuant to an Indenture of Trust dated as of September 1, 2024 (the “Indenture”) between the Corporation and U.S. Bank Trust Company, National Association, as bond trustee Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 1 2 (the “Bond Trustee”), under which the Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 (the “2024 Bonds”), evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract) under the Contract will be executed, delivered and sold. The Bond Trustee is unwilling to enter into the Indenture and the Corporation is unwilling to enter into the Contract unless the Grantor secures the obligations under the Contract and this Deed of Trust by the conveyance of the Mortgaged Property (as defined below), and the improvements and fixtures thereon, and as more fully described in this Deed of Trust. This Deed of Trust has been executed and delivered to secure (1) the obligations of the Grantor to make the Installment Payments and (2) the payment and performance of all of the other liabilities and obligations, whether now existing or hereafter arising, of the Grantor to the Corporation under the Contract and this Deed of Trust, all such obligations and liabilities described in (1) or (2) above hereinafter collectively called the “Indebtedness.” It is intended that this Deed of Trust comply with the provisions of Sections 45-67 et seq. of the North Carolina General Statutes. For purposes of complying with such provisions, the Grantor hereby represents as follows: (a) This Deed of Trust has been executed and delivered by the Grantor to secure future Indebtedness which may be incurred from time to time under the Contract; (b) The maximum principal amount, including present and future Indebtedness, which may be secured by this Deed of Trust at any one time is $200,000,000 (exclusive of advances that may be made under the terms of the Contract or this Deed of Trust for fire and extended coverage insurance, taxes, assessment or other necessary expenditures for the preservation of the real property), subject to the limitation that at no time shall the total principal amount of Indebtedness secured hereby exceed said maximum principal sum of $200,000,000 together with accrued interest and the payment for fire and extended coverage insurance, taxes, assessments or other necessary expenditures for the preservation of the real property; provided that the foregoing limitation shall apply only to the lien upon real property located in the State of North Carolina created by this Deed of Trust and shall not in any manner limit, affect or impair any grant of a security interest in or lien on any other real property or any personal property in favor of the Beneficiary; (c) The period within which such future Indebtedness may be incurred is the period between the date hereof and the date 30 years from the date hereof; and (d) It shall not be a requirement for any such future Indebtedness to be secured hereby that the Grantor sign an instrument or other notation stipulating that such Indebtedness is secured by this Deed of Trust, as no such future Indebtedness is required, under the Contract or otherwise, to be evidenced by a written instrument or notation. The Grantor desires to secure (a) the payment of the Indebtedness and any renewals, modifications or extensions thereof, in whole or in part, and (b) the additional payments hereinafter agreed to be made by or on behalf of the Grantor, by a conveyance of the lands and security interests hereinafter described. NOW, THEREFORE, in consideration of the premises and for the purposes aforesaid, and in further consideration of the sum of Ten Dollars ($10.00) paid to the Grantor by the Trustee and other valuable considerations, receipt of which is hereby acknowledged, the Grantor has given, granted, bargained and sold, and by these presents does give, grant, bargain, sell and convey unto the Trustee, its Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 2 3 heirs, successors and assigns, the following property (hereinafter collectively referred to as the “Mortgaged Property”): (a) The real property lying and being in New Hanover County, North Carolina and described below in the legal description attached as an exhibit hereto (hereinafter referred to as the “Land”): SEE EXHIBIT “A” ATTACHED HERETO FOR LAND DESCRIPTION, WHICH EXHIBIT “A” IS INCORPORATED HEREIN BY REFERENCE. (b) All buildings, structures, additions and improvements of every nature whatsoever now or hereafter situated on or about the Land (the “Improvements”). (c) Notwithstanding Section 1.16 hereof, all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, fire extinguishers and any other safety equipment required by governmental regulation or law, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes and other machinery, equipment or other tangible personal property, which are or shall be so attached to the Improvements, including all extensions, additions, improvements, betterments, renewals, replacements and substitutions, or proceeds from a permitted sale of any of the foregoing, as to be deemed to be fixtures under North Carolina law (collectively, the “Fixtures”) and accessions to the Land and a part of the Mortgaged Property as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Indebtedness. The location of the collateral described in this paragraph is also the location of the Land, and the record owner of the Land is the Grantor. (d) Notwithstanding Section 1.15 hereof, all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances, reversion and reversions, remainder and remainders, whatsoever, in any way belonging, relating or appertaining to the Mortgaged Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Grantor. (e) All leases affecting the Mortgaged Property or any part thereof and all income, rents and issues of the Mortgaged Property and the Improvements now or hereafter located thereon from time to time accruing (including without limitation all payments under leases or tenancies, proceeds of insurance, condemnation payments, tenant security deposits whether held by the Grantor or in a trust account, and escrow funds), and all the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of the Grantor of, in and to the same; reserving only the right to the Grantor to collect and apply the same (other than insurance proceeds and condemnation payments) so long as the Grantor is not in Default hereunder. TO HAVE AND TO HOLD, the Mortgaged Property unto the Trustee, its heirs, successors and assigns, in fee simple forever, upon the trusts, terms and conditions and for the uses and purposes hereinafter set out; And the Grantor covenants with the Trustee that the Grantor is lawfully seized of the Mortgaged Property in fee simple and has the right to convey the same in fee simple; that, except for Permitted Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 3 4 Encumbrances (as defined in Exhibit “B” attached hereto and incorporated herein by reference), the same are free and clear of all encumbrances, and that the Grantor will warrant and defend the title to the same against the claims of all persons whomsoever arising by, under or through the Grantor. THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST, that if the Grantor shall pay the Indebtedness in accordance with the terms of the Contract, together with interest thereon, and any renewals or extensions thereof in whole or in part, and shall comply with all the covenants, terms and conditions of this Deed of Trust, then this conveyance shall be null and void and may be canceled of record at the request and at the cost of the Grantor. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, the Grantor hereby further covenants and agrees as follows: ARTICLE I 1.01 Payment of Indebtedness. The Grantor will pay the Indebtedness and all other sums now or hereafter secured hereby promptly as the same shall become due. 1.02 Taxes, Liens and Other Charges. The Grantor will comply with the terms of the Contract in all matters relating to taxes, liens and other charges. 1.03 Insurance. The Grantor shall comply with the terms of the Contract in all matters relating to insurance. 1.04 Condemnation. The Grantor shall comply with the terms of the Contract in all matters relating to condemnation. 1.05 Care of Mortgaged Property. The Grantor shall comply with the Contract in all matters relating to the care of Mortgaged Property. 1.06 Leases and Other Agreements Affecting Mortgaged Property. The Grantor will duly and punctually perform all terms, covenants, conditions and agreements binding upon it under any lease or any other agreement of any nature whatsoever which involves or affects the Mortgaged Property or any part thereof. The Grantor will, at the request of Beneficiary, furnish Beneficiary with executed copies of all leases now or hereafter created upon the Mortgaged Property or any part thereof. 1.07 Security Agreement and Fixture Filing. With respect to the Fixtures, this Deed of Trust is hereby made and declared to be a security agreement in favor of Beneficiary encumbering each and every item of such property included herein as a part of the Mortgaged Property, in compliance with the provisions of the Uniform Commercial Code as enacted in the State of North Carolina (the “UCC”), and the Grantor hereby grants a security interest to Beneficiary in and to all of such Fixtures. This Deed of Trust shall constitute a financing statement filed as a fixture filing in accordance with N.C. Gen. Stat. §25-9-502 (or any amendment thereto). For purposes of complying with the requirements of N.C. Gen. Stat. §25-9-502, the name of Grantor, as Debtor, and Beneficiary, as Secured Party, and the respective addresses of Grantor, as Debtor, and Beneficiary, as Secured Party, are set forth on the first page of this Deed of Trust. Grantor authorizes Beneficiary to effect any filing or recording of any additional financing statements relating to the Fixtures or amendments thereto where appropriate to perfect and continue the security interest in, and to protect and preserve, the Fixtures. Subject to Article XIV of the Contract and the limitations on the remedies in Article XII of the Contract, the remedies for any violation of the covenants, terms and conditions of the security agreement contained in this Deed of Trust shall be (1) as prescribed herein, or (2) as prescribed by general law, or (3) as prescribed by the specific statutory consequences now or hereafter Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 4 5 enacted and specified in the UCC, all at Beneficiary’s sole election. The mention in any such financing statement or statements of the rights in and to (1) the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) the Grantor’s interest as lessor in any present or future lease or rights to rents, issues or awards growing out of the use and/or occupancy of the Mortgaged Property, whether pursuant to lease or otherwise, shall not in any way alter any of the rights of Beneficiary as determined by this Deed of Trust or affect the priority of the Beneficiary’s security interest granted hereby or by any other recorded document, it being understood and agreed that such mention in such financing statement or statements is solely for the protection of the Beneficiary in the event any court shall at any time hold with respect to the foregoing clauses (1), (2) or (3) of this sentence, that notice of the Beneficiary’s priority of interest, to be effective against a particular class of persons, must be filed in the UCC records. 1.08 Further Assurances; After Acquired Property. At any time, and from time to time, upon request by the Beneficiary, the Grantor will make, execute and deliver or cause to be made, executed and delivered, to the Beneficiary and/or Trustee and, where appropriate and on request of the Trustee or the Beneficiary, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by the Beneficiary, any and all such other and further deeds of trust, security agreements, financing statements, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of the Beneficiary, be necessary or desirable to effectuate, complete, or perfect, or to continue and preserve (a) the obligations of the Grantor under the Contract or this Deed of Trust and (b) the lien of this Deed of Trust as a first and prior lien, subject to Permitted Encumbrances, upon and security title in and to all of the Mortgaged Property, whether now owned or hereafter acquired by Grantor. Upon any failure by the Grantor so to do, Beneficiary may make, execute, record, file, re-record and/or refile any and all such deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of the Grantor and the Grantor hereby irrevocably appoints Beneficiary as its agent and attorney-in-fact to do so. 1.09 Expenses. To the extent permitted by applicable law and Article XIV of the Contract, the Grantor will pay or reimburse the Beneficiary and the Trustee, upon demand therefor, for all reasonable attorneys’ fees, costs and expenses actually incurred by the Beneficiary and the Trustee in any suit, action, legal proceeding or dispute of any kind in which the Beneficiary and/or the Trustee is made a party or appears as party plaintiff or defendant, affecting the Indebtedness secured hereby, this Deed of Trust or the interest created herein, or the Mortgaged Property, including, but not limited to, the exercise of the power of sale contained in this Deed of Trust, any condemnation action involving the Mortgaged Property or any action to protect the security hereof, but excepting therefrom any negligence or misconduct by the Beneficiary or any breach of this Deed of Trust by the Beneficiary; and all such amounts paid by the Beneficiary shall be added to the Indebtedness. 1.10 Limit of Validity. If from any circumstances whatsoever fulfillment of any provision of this Deed of Trust or the Contract at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Deed of Trust or the Contract that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity. 1.11 Use and Management of the Mortgaged Property. Unless required by applicable law, the Grantor shall not materially alter or change the use of the Mortgaged Property or abandon the Mortgaged Property without the prior written consent of the Beneficiary which shall not be unreasonably withheld; provided, however, that nothing contained in this Section 1.11 or elsewhere in the Deed of Trust shall be Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 5 6 deemed or construed so as to in any way estop, limit or impair the Grantor from exercising or performing any regulatory, policing, legislative, governmental or other powers or functions of a political subdivision pursuant to applicable law. This provision will not be construed to restrict replacement or substitution of any property in violation of N.C. Gen. Stat. Section 160A-20(d). 1.12 Acquisition of Collateral. The Grantor shall not acquire any portion of the Fixtures, if any, covered by this Deed of Trust, subject to any security interest, conditional sales contract, title retention arrangement or other charge or lien taking precedence over the security title and lien of this Deed of Trust without the prior written consent of the Beneficiary (which consent will not be unreasonably withheld or delayed). 1.13 Hazardous Material. (a) The Grantor represents, warrants and agrees that, except as previously disclosed to the Corporation in writing, (1) the Grantor has not used or installed any Hazardous Material on or in the Mortgaged Property in material violation of applicable Environmental Laws, and to the Grantor's actual knowledge no other person has used or installed any Hazardous Material on or in the Mortgaged Property in material violation of applicable Environmental Laws; (2) to the Grantor's actual knowledge: (A) the Mortgaged Property is presently in material compliance with all applicable Environmental Laws, and (B) there is not now pending or threatened any action, suit, investigation or proceeding against the Grantor or the Mortgaged Property (or against any other party relating to the Mortgaged Property) seeking to enforce any right or remedy against the Grantor or the Mortgaged Property under any of the Environmental Laws; (3) the Grantor shall not use the Mortgaged Property to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, or process (collectively “Handle”) Hazardous Materials other than the Handling of materials in the ordinary course of the Grantor's business as of the date hereof and in material compliance with Environmental Laws; (4) the Grantor shall not cause a Release of Hazardous Materials unto or from the Mortgaged Property in material violation of Environmental Laws; (5) the Grantor shall comply with Environmental Laws applicable to the Mortgaged Property in all material respects; (6) the Grantor has obtained and will at all times continue to obtain and/or maintain all licenses, permits and/or other governmental or regulatory actions necessary for the Mortgaged Property to comply with applicable Environmental Laws in all material respects (the “Permits”) and the Grantor will be and at all times remain in material compliance with the terms and provisions of the Permits; (7) to the Grantor's actual knowledge there has been no Release of any Hazardous Materials on or from the Mortgaged Property in violation of applicable Environmental Laws, whether or not such Release emanated from the Mortgaged Property or any contiguous real estate, which Release has not been, or is not being, addressed to the extent required by the governmental agency exercising jurisdiction over the Release pursuant to applicable Environmental Laws; (8) the Grantor shall give the Beneficiary prompt oral and written notice in the event that the Grantor receives any written notice from any governmental agency, entity, or any other party with regard to the presence of Hazardous Materials on, from or affecting the Mortgaged Property in material violation of applicable Environmental Laws; and (9) if a Release of Hazardous Materials is discovered in, on or under the Mortgaged Property in violation of applicable Environmental Laws, the Grantor shall complete all Response Actions (as defined below) required of Grantor by a governmental agency exercising jurisdiction over such Release to the extent necessary to comply with applicable Environmental Laws. The Grantor shall have the right to conduct and control such Response Actions as provided in Subsection 1.13(e), below. (b) To the extent permitted by applicable law and Article XIV of the Contract, the Grantor hereby agrees to indemnify Beneficiary, the Bond Trustee, and Trustee (collectively the “Indemnitees”) and hold the Indemnitees harmless from and against any and all liens, demands, defenses, suits, proceedings, disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries, costs, expenses (including, without limitation, reasonable attorneys' and experts' fees, costs, and expenses) (collectively “Claims”) paid, incurred or suffered by an Indemnitee as a result of a Claim by a third party Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 6 7 asserted against such Indemnitee and arising out of: (1) the presence of Hazardous Materials in, on or under the Mortgaged Property, or the Release on or from the Mortgaged Property of any Hazardous Materials; (2) the violation of any Environmental Laws applicable to the Mortgaged Property or the Grantor; (3) the failure by the Grantor to comply fully with the terms and provisions of this Section 1.13; (4) the violation of any of the Environmental Laws in connection with any other property owned by the Grantor, which violation gives rise to rights in any party with respect to the Mortgaged Property by virtue of any of applicable Environmental Laws; or (5) any warranty or representation made by the Grantor in paragraph (a) of Section 1.13 being false or untrue in any material respect. The Indemnitees shall provide the Grantor with prompt notice of any Claim which may be subject to this Section 1.13(b), and the Grantor shall thereafter have the right, but not the obligation, to conduct and control the defense of such Claim at its expense, including without limitation the right to select counsel of its choosing. The indemnities provided herein shall survive the termination of this Deed of Trust or the sooner resignation or removal of the Trustee, or the Bond Trustee pursuant to the Indenture, and shall inure to the benefit of any such successors and assigns. (c) In the event Beneficiary has a reasonable basis to suspect that the Grantor has violated any of the covenants, warranties or representations contained in this Section 1.13, or that the Mortgaged Property is not in material compliance with applicable Environmental Laws, the Grantor shall, after written notice from Beneficiary, take such steps as are reasonably necessary to confirm or deny such occurrences, which steps may include, if necessary and without limitation, the preparation of environmental studies, surveys or reports. If such steps confirm a material violation of applicable Environmental Laws concerning the Mortgaged Property, the parties shall have the rights provided in Section 1.13(f), below. (d) For purposes of this Deed of Trust: (1) “Hazardous Material” or “Hazardous Materials” means (a) hazardous waste, as defined in RCRA, or in any analogous state or local law or regulation, (b) hazardous substances, as defined in CERCLA, or in any analogous state or local law or regulation, (c) toxic substances, as defined in TSCA, or (d) insecticides, fungicides or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, as each such Act, statute or regulation is currently in effect and as they may be amended from time to time; (2) “Release” has the meaning given in Section 101(22) of CERCLA; (3) “Response Action” means action to implement a “response” as that term is defined in Section 104(25) of CERCLA, and (4) “Environmental Law” or “Environmental Laws” means any “Super Fund” or “Super Lien” law, or any other federal, state or local statute, law, ordinance or code, regulating or imposing liability concerning Hazardous Materials as are now or in the future be legally in effect, including, without limitation, the following, and all regulations promulgated and officially adopted thereunder or in connection therewith: the Super Fund Amendments and Reauthorization Act of 1986 (“SARA”); the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”); the Clean Air Act (“CAA”); the Clean Water Act (“CWA”); the Toxic Substance Control Act (“TSCA”); the Solid Waste Disposal Act (“SWDA”), as amended by the Resource Conservation and Recovery Act (“RCRA”); the Hazardous Waste Management System; and the Occupational Safety and Health Act of 1970 (“OSHA”). (e) To the extent permitted by applicable law and subject to Article XIV of the Contract, the obligations and liabilities of the Grantor under this Section 1.13 which arise out of events or actions occurring prior to the satisfaction of this Deed of Trust shall survive the exercise of the power of sale under or foreclosure of this Deed of Trust, the delivery of a deed in lieu of foreclosure of this Deed of Trust, the cancellation or release of record of this Deed of Trust and/or the payment in full of the Indebtedness. (f) Any matter or event under this Section 1.13 which may be deemed to be a default under this Deed of Trust shall not be a default until Beneficiary has notified the Grantor of such matter or event in writing, and provided the Grantor with such grace period as specified in the Contract for the cure of such default. Further, with respect to any alleged default, the Grantor shall have the right to conduct and control Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 7 8 the remedy of any alleged default, including without limitation the right to avail itself of any defense or response to any notice, demand, claim or other facts or circumstances underlying the alleged default. Without limiting the foregoing, the Grantor shall have the right to conduct and control Response Actions, hire consultants and counsel of its choosing, negotiate with governmental agencies and select remedial options and goals (which options and goals may including, without limitation, risk-based remedies). If a governmental agency is exercising jurisdiction over the matter, the Grantor shall perform the actions required by this subsection in a manner and timeframe consistent with the directives of such agency. In the event that the Grantor refuses to cure the default as described in this subsection, the Beneficiary, after written notice to the Grantor, may take such actions as are required by applicable Environmental Laws and, if applicable, the governmental agency exercising jurisdiction over the matter, to bring the Mortgaged Property into compliance with Environmental Laws. The reasonable cost and expenses of such actions taken by the Beneficiary, including without limitation the Beneficiary’s reasonable consultant, expert and attorneys' fees, costs, and expenses, shall be added to the Indebtedness. 1.14 Release of Mortgaged Property. Notwithstanding any other provisions of this Deed of Trust, so long as there is no Event of Default, the Trustee must release the Mortgaged Property or any part thereof from the lien and security interest of this Deed of Trust when and if the following requirements have been fulfilled: (a) In connection with any release of the Mortgaged Property, or any part thereof, there shall be filed with the Beneficiary a certified copy of the resolution of the Board of Commissioners for the Grantor stating the purpose for which the Grantor desires such release of the Mortgaged Property, giving an adequate legal description of the part of the Mortgaged Property to be released, requesting such release and providing for the payment by the Grantor of all expenses in connection with such release. (b) In connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, either (1) the tax, insured or appraised value of the Mortgaged Property remaining after the proposed release is not less than 25% of the aggregate principal component of the Installment Payments related to the Bonds then Outstanding under the Indenture, or (2) the Grantor (i) provides for the substitution of other real property therefor and the tax, insured or appraised value of the Mortgaged Property remaining after the proposed substitution is not less than the replacement value of the Mortgaged Property (as determined above) immediately before the proposed substitution, (ii) delivers to the Trustee and the Corporation, or its assignee, an opinion of Bond Counsel to the effect that the substitution (A) is permitted by law and under this Deed of Trust and (B) will not adversely affect the tax treatment of any Outstanding Bonds (as defined in the Indenture), and (iii) records a modification to this Deed of Trust reflecting such substitution of the Mortgaged Property. (c) In connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, such release shall not prohibit Grantor’s ingress, egress and regress to and from the remainder of the Mortgaged Property not being released, or materially interfere with the use of the remainder of the Mortgaged Property not being released. (d) In connection with the release of all property constituting the entire Mortgaged Property, there is paid to the Beneficiary an amount sufficient to provide for the payment in full of all Outstanding Bonds in accordance with Article VI of the Indenture. 1.15 Grant and Release of Easements. Notwithstanding any other provisions of this Deed of Trust, at any time so long as there is no Event of Default, the Grantor may at any time or times grant easements, licenses, rights of way and other rights and privileges in the nature of easements with respect to Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 8 9 any part of the Mortgaged Property and the Grantor may release existing interests, easements, licenses, rights of way and other rights or privileges with or without consideration. The Beneficiary agrees that it shall execute and deliver and will cause, request or direct the Trustee to execute and deliver any instrument reasonably necessary or appropriate to grant or release any such interest, easement, license, right of way or other right or privilege but only upon receipt of (a) a copy of the instrument of grant or release, (b) a written request of the Grantor requesting such instrument and (c) a certificate executed by the Grantor that the grant or release is not detrimental to the proper conduct of the operations of the Grantor at the Mortgaged Property and will not impair the effective use, nor materially decrease the value, of the Mortgaged Property. 1.16 Release of Fixtures. Notwithstanding any other provisions of this Deed of Trust, at any time so long as there is no Event of Default, the Grantor may at any time or times release Fixtures to be added to the Mortgaged Property from the security interest created hereby with or without consideration. The Beneficiary agrees that it shall execute and deliver and will cause, request or direct the Trustee to execute and deliver any instrument reasonably necessary or appropriate to release any such Fixture but only upon receipt of (a) a copy of the instrument of release, (b) a written request of the Grantor requesting such instrument and (c) a certificate executed by the Grantor that the release is not detrimental to the proper conduct of the operations of the Grantor at the Mortgaged Property and will not impair the effective use, nor materially decrease the value, of the Mortgaged Property. ARTICLE II 2.01 Events of Default. The terms “Default”, “Event of Default” or “Events of Default”, wherever used in this Deed of Trust, shall mean any one or more of the following events: (a) The occurrence of any “Event of Default” under the Contract; or (b) Failure by the Grantor to perform or observe any term, condition or covenant of this Deed of Trust on its part to be observed or performed, other than as referred to in (a) above, or breach of any warranty by the Grantor herein contained, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the Grantor by the Trustee or the Beneficiary unless the Trustee or the Beneficiary agrees in writing to an extension of such time before its expiration; provided, however, that if the failure cannot be corrected within the stated period, the Trustee or the Beneficiary will not unreasonably withhold consent for an extension. 2.02 Acceleration upon Default; Additional Remedies. In the event an Event of Default shall have occurred and is continuing, the Beneficiary shall, at the written direction of a majority in aggregate principal amount of the Owners of the Outstanding Bonds, declare all Indebtedness to be due and payable and the same shall thereupon become due and payable in accordance with the Contract and this Deed of Trust without any presentment, demand, protest or notice of any kind. Thereafter, the Beneficiary may, to the extent permitted by applicable law and subject to Article XIV of the Contract: (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter upon and take possession of the Mortgaged Property, or any part thereof, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Mortgaged Property, or part thereof or interest therein, increase the income therefrom or protect the security hereof, and, with or without taking possession of the Mortgaged Property, sue for or otherwise collect the rents and issues thereof, including those rents and issues past due and unpaid, and apply the same, less costs and expenses of operation and collection including attorney’s fees, upon any Indebtedness, all in such order as Beneficiary may Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 9 10 determine. The entering upon and taking possession of the Mortgaged Property, the collection of such rents and issues and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of Event of Default hereunder or invalidate any act done in response to such Default or pursuant to such notice of Default, and, notwithstanding the continuance in possession of the Mortgaged Property or the collection, receipt and application of rents and issues, the Trustee or Beneficiary, to the extent permitted by applicable law and subject to Article XIV of the Contract, shall be entitled to exercise every right provided for in any instrument securing or relating to the Indebtedness or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, specially enforce any of the covenants hereof, or cause the Trustee to foreclose this Deed of Trust by power of sale; and (c) To the extent permitted by applicable law and subject to Article XIV of the Contract, exercise any or all of the remedies available to a secured party under the UCC or under any other applicable laws. NOTWITHSTANDING ANY PROVISIONS HEREIN, IT IS THE INTENT OF THE PARTIES TO COMPLY WITH THE PROVISIONS OF NORTH CAROLINA GENERAL STATUTES SECTION 160A-20. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE GRANTOR IN FAVOR OF THE BENEFICIARY IN VIOLATION OF SECTION 160A-20, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED UNDER THE CONTRACT OR THIS DEED OF TRUST WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THE CONTRACT OR THIS DEED OF TRUST. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS PARAGRAPH AND ANY OTHER PROVISION OF THIS DEED OF TRUST, THIS PARAGRAPH SHALL TAKE PRIORITY AND SHALL INCORPORATE HEREIN BY REFERENCE ARTICLE XIV OF THE CONTRACT. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS DEED OF TRUST, NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE GRANTOR IN ANY ACTION TO COLLECT ANY OF THE INDEBTEDNESS SECURED BY THIS DEED OF TRUST AND THE TAXING POWER OF THE GRANTOR IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEY DUE OR SECURED UNDER THIS DEED OF TRUST. 2.03 Foreclosure by Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify the Trustee and shall deposit with the Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured hereby as the Trustee may require. Upon application of the Beneficiary, it shall be lawful for and the duty of the Trustee, and the Trustee is hereby authorized and empowered, to expose to sale and to sell the Mortgaged Property at public auction for cash, after having first complied with all applicable requirements of North Carolina law with respect to the exercise of powers of sale contained in deeds of trust, and, upon such sale, the Trustee shall convey title to the purchaser in fee simple. After retaining from the proceeds of such sale just compensation for the Trustee’s services and all expenses incurred by the Trustee, including a reasonable trustee’s commission not exceeding one-half of one percent (0.5%) of the bid and reasonable attorneys’ fees, costs, and expenses for legal services actually performed, the Trustee shall apply the residue of the proceeds, first, to the payment of all sums expended by the Beneficiary under the terms of this Deed of Trust, second, to the payment of the Indebtedness and interest thereon secured hereby, and the balance, if any, shall be paid to the Grantor. The Grantor agrees that in the event of sale hereunder, the Beneficiary shall have the right to bid thereat. The Trustee may require the successful bidder at any sale to deposit immediately with the Trustee cash or certified check in an amount not to exceed twenty-five percent (25%) of the bid, provided Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 10 11 notice of such requirement is contained in the advertisement of the sale. The bid may be rejected if the deposit is not immediately made and thereupon the Trustee shall at the same time and place again offer the Mortgaged Property for sale. Such deposit shall be refunded in case a resale is had; otherwise, it shall be applied to the purchase price. 2.04 Performance by Beneficiary on Defaults by the Grantor. If the Grantor shall Default in the payment, performance or observance of any term, covenant or condition of this Deed of Trust, the Beneficiary may, at its option, pay, perform or observe the same, and all payments made or costs or expenses incurred by the Beneficiary in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by the Grantor to the Beneficiary with interest thereon at the rate provided in the Contract. The Beneficiary shall be the sole judge of the necessity for any such actions and of the amounts to be paid. The Beneficiary is hereby empowered to enter and to authorize others to enter upon the Mortgaged Property or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without thereby becoming liable to the Grantor or any person in possession holding under the Grantor. 2.05 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. The Grantor agrees to the full extent permitted by law, that in case of a Default hereunder, neither the Grantor nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, exemption or redemption laws now or hereafter in force, to prevent or hinder the enforcement or foreclosure of this Deed of Trust, or the absolute sale of the Mortgaged Property, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereat, and the Grantor, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such laws and any and all right to have the assets comprised in the security intended to be created hereby marshaled upon any foreclosure of the lien hereof. 2.06 Leases. The Beneficiary and the Trustee, or either of them, at their option and to the extent permitted by law, are authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by Grantor, a defense to any proceedings instituted by the Beneficiary and the Trustee to collect the sums secured hereby. 2.07 Discontinuance of Proceedings and Restoration of the Parties. In case the Beneficiary and the Trustee, or either of them, shall have proceeded to enforce any right, power or remedy under this Deed of Trust by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Beneficiary and the Trustee, or either of them, then and in every such case the Grantor, the Beneficiary, and the Trustee, and each of them, shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of the Beneficiary and the Trustee, and each of them, shall continue as if no such proceeding had been taken. 2.08 Remedies Not Exclusive. To the extent permitted by applicable law and subject to Article XIV of the Contract, the Trustee and the Beneficiary, and each of them, shall be entitled to enforce payment and performance of any Indebtedness or obligations secured hereby and to exercise all rights and powers under this Deed of Trust or any other agreement securing or relating to the Indebtedness secured hereby or any laws now or hereafter in force, notwithstanding some of the Indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect the Trustee’s or the Beneficiary’s right to realize upon or enforce any other security now or hereafter held by the Trustee or the Beneficiary, it being agreed that the Trustee and the Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 11 12 the Beneficiary or the Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to the Trustee or the Beneficiary is intended to be exclusive of any other remedy herein or by law provided or preclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any instrument securing or relating to the Indebtedness secured hereby to the Trustee or the Beneficiary, or to which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Trustee or the Beneficiary and either of them may pursue inconsistent remedies. 2.09 Waiver. No delay or omission of the Beneficiary or the Trustee to exercise any right, power or remedy accruing upon any Default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such Default, or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary and the Trustee, and each of them, may be exercised from time to time and as often as may be deemed expedient by the Beneficiary and the Trustee, and each of them. No consent or waiver, expressed or implied, by the Beneficiary to or of any breach or Default by the Grantor in the performance of the obligations thereof hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or Default in the performance of the same or any other obligations of the Grantor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its rights hereunder or impair any rights, powers or remedies consequent on any breach or Default by the Grantor. 2.10 Suits to Protect the Mortgaged Property. The Beneficiary and the Trustee, and each of them, shall have the power (a) to institute and maintain such suits and proceedings as they may deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or in violation of this Deed of Trust, with notice of commencement of such suits and proceedings to be given to the Grantor, (b) to preserve or protect their interest in the Mortgaged Property and in the rents and issues arising therefrom and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to the interest of the Beneficiary. 2.11 Beneficiary May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Grantor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable to have the claims of the Beneficiary allowed in such proceedings for the entire amount due and payable by the Grantor under this Deed of Trust at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Grantor hereunder after such date. ARTICLE III 3.01 Successors and Assigns. This Deed of Trust shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. Whenever a reference is made in this Deed of Trust to Grantor, Trustee or Beneficiary such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of the Grantor, the Trustee or the Beneficiary, respectively. 3.02 Terminology. All personal pronouns used in this Deed of Trust whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 12 13 and vice versa. Titles and Articles are for convenience only and neither limit nor amplify the provisions of this Deed of Trust itself, and all references herein to Articles, Sections or subsections thereof, shall refer to the corresponding Articles, Sections or subsections thereof, of this Deed of Trust unless specific reference is made to such Articles, Sections or subsections thereof of another document or instrument. 3.03 Severability. If any provision of this Deed of Trust or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, then, subject to applicable law and Article XIV of the Contract, the remainder of this Deed of Trust and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 3.04 Applicable Law and Jurisdiction. This Deed of Trust shall be interpreted, construed and enforced according to the laws of the State of North Carolina, without regard to conflict of law principles. The exclusive forum and venue for all actions arising out of this Deed of Trust are with the North Carolina General Court of Justice in New Hanover County, North Carolina or the U.S. District Court for the Western District of North Carolina. Any attempt to contravene this Section shall be an express violation of this Deed of Trust. 3.05 Notices, Demands and Request. All notices, demands or requests provided for or permitted to be given pursuant to this Deed of Trust must be in writing and shall be deemed to have been properly given or served by personal delivery or by depositing in the United States Mail, prepaid and registered or certified, return receipt requested, and addressed to the addresses set forth in the Contract or by Electronic Means (as defined in the Indenture). All notices, demands and requests shall be effective upon delivery or upon being deposited in the United States Mail. However, the time period in which a response to any notice, demand or request must be given, if any, shall commence to run from the date of receipt of the notice, demand or request by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request sent. By giving at least thirty (30) days written notice thereof, the Grantor, the Trustee or Beneficiary shall have the right from time to time and at any time during the term of this Deed of Trust to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 3.06 Appointment of Successor Trustee. Beneficiary shall at any time have the irrevocable right to remove Trustee herein named without notice to such Trustee for cause and to appoint a successor thereto by an instrument in writing, duly acknowledged, in such form as to entitle such written instrument to be recorded in the State of North Carolina, and in the event of the death or resignation of Trustee named herein, Beneficiary shall have the right to appoint a successor thereto by such written instrument, and any Trustee so appointed shall be vested with the title to the Mortgaged Property and shall possess all the powers, duties and obligations herein conferred on Trustee in the same manner and to the same extent as though such were named herein as Trustee. In the event of such substitution of Trustee, Beneficiary shall furnish notice thereof to the Grantor. 3.07 Trustee’s Powers. At any time, or from time to time, without liability therefor and without notice, upon written request of the Beneficiary and the Grantor and presentation of this Deed of Trust, and without affecting the liability for payment of the Indebtedness secured hereby or the effect of this Deed of Trust upon the remainder of said Mortgaged Property, the Trustee may (1) reconvey any part of said Mortgaged Property, (2) consent in writing to the making of any map or plat thereof, (3) join in granting any easement therein or (4) join in any extension agreement or any agreement subordinating the lien or charge hereof. This provision shall not limit the powers of Trustee under applicable law or Section 2.03 hereof. Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 13 14 3.08 Beneficiary’s Powers. Without affecting the liability for the payment of any obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Mortgaged Property not then or theretofore released as security for the full amount of all unpaid obligations, Beneficiary may, from time to time and without notice, (1) release any person so liable, (2) extend the maturity or alter any of the terms of any such obligation, (3) grant other indulgences, (4) cause to be released or reconveyed at any time at the Beneficiary’s option, any parcel, portion or all of the Mortgaged Property, (5) take or release any other or additional security for any obligation herein mentioned or (6) make compositions or other arrangements in relation thereto. The provisions of N.C. Gen. Stat. Section 45-45.1 or any similar statute hereafter enacted in replacement or in substitution thereof shall be inapplicable to this Deed of Trust. 3.09 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made of public record as provided by law. 3.10 Miscellaneous. The covenants, terms and conditions herein contained shall bind, and the benefits and powers shall inure to, the respective heirs, executors, administrators, successors and assigns of the parties hereto. Whenever used herein, the singular number shall include the plural, the plural the singular, and the term “Beneficiary” shall include any payee of the Indebtedness and any transferee or assignee thereof, whether by operation of law or otherwise. [SIGNATURES BEGIN ON FOLLOWING PAGE] Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 14 SIGNATURE PAGE 1 IN WITNESS WHEREOF, the Grantor has caused this Deed of Trust to be executed under seal the day and year first above written. COUNTY OF NEW HANOVER, NORTH CAROLINA [SEAL] By: Bill Rivenbark Chair of the Board of Commissioners ATTEST: Kym Crowell Clerk to the Board of Commissioners 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 (the “County”) and that by authority duly given and as the act of the County, the foregoing instrument was signed in its name by the Chair of the Board of Commissioners of the County and attested by her as Clerk to the Board of Commissioners of the County. 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 September, 2024. Notary Public Print Name: [Note: Notary Public must sign exactly as on notary seal] My Commission Expires:  [NOTARY SEAL] (MUST BE FULLY LEGIBLE) Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 15 A-1 EXHIBIT A REAL PROPERTY DESCRIPTION Northchase Library [legal description to come] Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 16 B-1 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” means, as of any particular time: (a) this Deed of Trust and any mortgage, pledge, lien, charge, security interest, encumbrance or claim in favor of the Corporation that is subordinate to this Deed of Trust; (b) the Contract, as it may be amended from time to time, and any encumbrances with respect to the Mortgaged Property permitted therein; (c) the Indenture; (d) utility, access and other easements and rights of way, restrictions and exceptions which exist of record as of the closing date which do not interfere with or impair the intended use of the Mortgaged Property; (e) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property of the general character of the Mortgaged Property and as do not materially impair title to the Mortgaged Property; (f) leases, or any amendments, modifications or extensions thereto as permitted under the Contract; and (g) any other encumbrances described in [Schedule B to the Title Insurance Commitment Number ____________ dated ____________________, issued by __________], which commitment is incorporated herein by this reference, pursuant to which such title insurance company will issue the title insurance policy as required by Section 5.5 of the Contract. Board of Commissioners - June 17, 2024 ITEM: 13- 4 - 17 PARKER POE DRAFT 06/03/2024 NEW HANOVER COUNTY FINANCING CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS TRUSTEE INDENTURE OF TRUST Dated as of September 1, 2024 This instrument has been entered into by the within-described parties to secure certain Limited Obligation Bonds evidencing proportionate undivided interests in rights to receive certain revenues pursuant to an Installment Financing Contract between the New Hanover County Financing Corporation and the County of New Hanover, North Carolina, as more fully described herein. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 1 i TABLE OF CONTENTS INDENTURE OF TRUST Page ARTICLE I DEFINITIONS AND INTERPRETATIONS .................................................................................. 3 Section 1.1 Definitions ............................................................................................................. 3 Section 1.2 Interpretations ........................................................................................................ 6 ARTICLE II AUTHORIZATION, TERMS, ISSUANCE OF BONDS ................................................................ 9 Section 2.1 Authorized Amount of Bonds ................................................................................ 9 Section 2.2 Issuance of Bonds .................................................................................................. 9 Section 2.3 Limited Obligation ............................................................................................... 11 Section 2.4 Execution of the Bonds ........................................................................................ 11 Section 2.5 Authentication ...................................................................................................... 11 Section 2.6 Form of 2024 Bonds ............................................................................................ 12 Section 2.7 Delivery of the 2024 Bonds ................................................................................. 12 Section 2.8 Mutilated, Lost, Stolen or Destroyed Bonds ........................................................ 12 Section 2.9 Registration of Bonds; Persons Treated as Owners; Transfer of Bonds ................................................................................................................ 12 Section 2.10 Cancellation of Bonds .......................................................................................... 13 Section 2.11 Additional Bonds ................................................................................................. 13 ARTICLE III REVENUES AND FUNDS...................................................................................................... 15 Section 3.1 Source of Payment of Bonds; Deposit of Bond Proceeds .................................... 15 Section 3.2 Creation of the Bond Fund ................................................................................... 15 Section 3.3 Payments Into the Interest Account of the Bond Fund ........................................ 15 Section 3.4 Payments Into the Principal Account of the Bond Fund ...................................... 15 Section 3.5 Use of Money in the Bond Fund .......................................................................... 15 Section 3.6 Custody of the Bond Fund ................................................................................... 16 Section 3.7 Creation of the Prepayment Fund ........................................................................ 16 Section 3.8 Nonpresentment of Bonds ................................................................................... 16 Section 3.9 Rebate Fund ......................................................................................................... 16 Section 3.10 Rebate Disbursements .......................................................................................... 16 Section 3.11 Creation of the Acquisition and Construction Fund ............................................ 17 Section 3.12 Money To Be Held in Trust; Reports to County .................................................. 17 Section 3.13 Repayment to the County from the Trustee ......................................................... 17 Section 3.14 Custody of Separate Trust Fund .......................................................................... 18 ARTICLE IV PREPAYMENT OF BONDS ................................................................................................... 19 Section 4.1 Prepayment Dates and Prices ............................................................................... 19 Section 4.2 Notice of Prepayment .......................................................................................... 20 Section 4.3 Prepayments ......................................................................................................... 21 Section 4.4 Cancellation ......................................................................................................... 21 Section 4.5 Delivery of New Bonds On Partial Prepayment of Bonds................................... 21 Section 4.6 Purchase at Any Time .......................................................................................... 21 Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 2 Page ii ARTICLE V INVESTMENTS ...................................................................................................................... 23 ARTICLE VI DISCHARGE OF INDENTURE .............................................................................................. 25 ARTICLE VII DEFAULTS AND REMEDIES .............................................................................................. 27 Section 7.1 Events of Default ................................................................................................. 27 Section 7.2 Remedies on Default ............................................................................................ 27 Section 7.3 Majority of Owners May Control Proceedings .................................................... 28 Section 7.4 Rights and Remedies of Owners .......................................................................... 28 Section 7.5 Trustee May Enforce Rights Without Bonds ....................................................... 29 Section 7.6 Delay or Omission No Waiver ............................................................................. 29 Section 7.7 No Waiver of One Default to Affect Another ..................................................... 29 Section 7.8 Discontinuance of Proceedings on Default; Position of Parties Restored ............................................................................................................ 29 Section 7.9 Waivers of Events of Default ............................................................................... 29 Section 7.10 Application of Money .......................................................................................... 29 Section 7.11 Notice of Events of Default ................................................................................. 31 ARTICLE VIII CONCERNING THE TRUSTEE.......................................................................................... 32 Section 8.1 Duties of the Trustee ............................................................................................ 32 Section 8.2 Fees and Expenses of Trustee .............................................................................. 35 Section 8.3 Resignation or Replacement of Trustee ............................................................... 35 Section 8.4 Conversion, Consolidation or Merger of Trustee ................................................ 36 Section 8.5 Intervention by Trustee ........................................................................................ 37 Section 8.6 E-Verify ............................................................................................................... 37 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE CONTRACT ........................ 38 Section 9.1 Supplemental Indentures Not Requiring Consent of Owners .............................. 38 Section 9.2 Supplemental Indentures Requiring Consent of Owners ..................................... 38 Section 9.3 Execution of Supplemental Indenture .................................................................. 39 Section 9.4 Amendments to the Contract or the Deed of Trust Not Requiring Consent of Owners ........................................................................................... 39 Section 9.5 Amendments to the Contract or the Deed of Trust Requiring Consent of Owners ........................................................................................... 40 Section 9.6 Consent of Initial Purchaser, Underwriters or Remarketing Agent ..................... 40 ARTICLE X MISCELLANEOUS ................................................................................................................ 41 Section 10.1 Evidence of Signature of Owners and Ownership of Bonds ............................... 41 Section 10.2 Covenants of Corporation .................................................................................... 41 Section 10.3 Inspection of the Mortgaged Property ................................................................. 41 Section 10.4 Parties Interested Herein ...................................................................................... 41 Section 10.5 Titles, Headings and Captions ............................................................................. 42 Section 10.6 Severability .......................................................................................................... 42 Section 10.7 Governing Law .................................................................................................... 42 Section 10.8 Execution in Counterparts, Electronic Signatures ............................................... 42 Section 10.9 Notices ................................................................................................................. 42 Section 10.10 Payments Due on Holidays .................................................................................. 43 Section 10.11 Corporation, County, and Trustee Representatives ............................................. 43 Section 10.12 USA Patriot Act ................................................................................................... 43 EXHIBIT A - FORM OF 2024 BONDS ..................................................................................................... A-1 Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 3 INDENTURE OF TRUST THIS INDENTURE OF TRUST dated as of September 1, 2024 (this “Indenture”), by and between the NEW HANOVER COUNTY FINANCING CORPORATION (the “Corporation”), a nonprofit corporation duly created, existing and in good standing under the laws of the State of North Carolina (the “State”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), a national banking association duly organized and validly existing under the laws of the United States, having an office and place of business in Charlotte, North Carolina, being authorized to accept and execute trusts of the character herein set out. W I T N E S E T H : WHEREAS, the County of New Hanover, North Carolina (the “County”) is a duly and regularly created, organized and existing political subdivision validly existing as such under and by virtue of the Constitution, statutes and laws of the State; WHEREAS, the County, in order to finance (a) the construction, equipping and furnishing of a new library, (b) the construction, equipping and furnishing of two fire stations, (c) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (d) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center (collectively, the “2024 Projects” and, initially, the “Projects”), has, under Section 160A-20 of the General Statutes of North Carolina, entered into an Installment Financing Contract dated as of September 1, 2024 (the “Contract”) with the Corporation under which it will make Installment Payments and Additional Payments in consideration thereof; WHEREAS, pursuant to this Indenture, the Corporation has assigned all of its right, title and interest in and to the Trust Estate (as defined below); WHEREAS, the Corporation proposes to execute and deliver limited obligation bonds (the “Bonds”), which evidence proportionate undivided interests in the rights to receive certain Revenues payable by the County under and pursuant to the Contract and shall be payable solely from the sources provided for in this Indenture; WHEREAS, pursuant to the Contract, the County will pay certain Installment Payments in consideration for the advancement by the Corporation of the Purchase Price under the Contract, which Installment Payments will be deposited by the Trustee in the funds and accounts established hereunder in accordance with the terms hereof and of the Contract; WHEREAS, the execution, delivery and performance of the Contract by the Corporation, and the assignment by the Corporation to the Trustee, pursuant to this Indenture, of the Trust Estate have been authorized, approved and directed by all necessary and appropriate action of the Corporation; WHEREAS, the Trustee has entered into this Indenture for and on behalf of the Owners, and will hold its rights hereunder, except as otherwise specifically provided herein, for the equal and proportionate benefit of the Owners, and will disburse money received by the Trustee in accordance with this Indenture; WHEREAS, the obligation of the County to make Installment Payments and Additional Payments under and pursuant to the Contract shall not constitute a pledge of the faith and credit of the County within the meaning of the Constitution of the State; Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 4 2 WHEREAS, to further secure the obligations of the County under the Contract, the County will deliver a Deed of Trust, Security Agreement and Fixture Filing dated as of September 1, 2024 (the “Deed of Trust”) to the deed of trust trustee named therein for the benefit of the Corporation and its assignee; WHEREAS, no deficiency judgment may be rendered against the County in any action for its breach of the Contract, and the taxing power of the County is not and may not be pledged in any way directly or indirectly or contingently to secure any money due under the Contract; and WHEREAS, all things necessary to make the Bonds (as defined herein), when executed and delivered by the Corporation and authenticated by the Trustee as provided in this Indenture, legal, valid and binding proportionate interests in rights to receive certain Revenues pursuant to the Contract, as herein provided, and to constitute this Indenture a valid, binding and legal instrument for the security of the Bonds in accordance with its terms, have been done and performed; NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH: That the Corporation, in consideration of the premises and the mutual covenants herein contained and for the benefit of the Owners and the sum of One Dollar ($1.00) to it duly paid by the Trustee at or before the execution of these presents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to secure the payment of the principal, premium, if any, and interest with respect to all Bonds at any time outstanding under this Indenture, according to their tenor and effect, and to secure the performance and observance of all the covenants and conditions in the Bonds and herein contained, and to declare the terms and conditions on and subject to which the Bonds are executed and delivered and secured, has executed and delivered this Indenture and has granted, warranted, aliened, remised, released, conveyed, assigned, pledged, set over and confirmed, and by these presents does grant, warrant, alien, remise, release, convey, assign, sell, set over and confirm unto U.S. Bank Trust Company, National Association, as the Trustee, and to its successors and assigns forever, all and singular the following described property, franchises and income (collectively, the “Trust Estate”): (a) All rights, title and interest of the Corporation in the Contract, except its rights under Article X thereof, its rights to receive notices and those Additional Payments payable to the Corporation under the Contract; (b) All rights, title and interest of the Corporation in the Deed of Trust and the Mortgaged Property (as defined in the Contract); and (c) All money and securities from time to time held by the Trustee under this Indenture in any fund or account (except the Rebate Fund) and any and all other personal property of every name and nature from time to time hereafter by delivery or by writing of any kind specially, pledged or hypothecated, as and for additional security hereunder, by the Corporation, or by anyone on its behalf, in favor of the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust and assigns forever; IN TRUST, NEVERTHELESS, on the terms herein set forth for itself and for the equal and proportionate benefit, security and protection of all Owners, without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any other of the Bonds; Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 5 3 PROVIDED, HOWEVER, that if the principal with respect to the Bonds and the premium, if any, and the interest due or to become due with respect thereto, shall be paid at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then on such final payment this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture to be and remain in full force and effect; and THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Bonds executed and delivered and secured hereunder are to be executed, authenticated and delivered and all said property, rights, interests, revenues and receipts hereby pledged, assigned and mortgaged are to be dealt with and disposed of under, on and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Corporation has agreed and covenanted, and does hereby agree and covenant, with the Trustee for the benefit of the Owners, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.1 Definitions. All words and phrases defined in Article I of the Contract have the same meaning in this Indenture and are incorporated herein by reference. In addition, the following terms, except where the context indicates otherwise, have the respective meanings set forth below. “Acquisition and Construction Fund” means the special fund created under Section 3.11. “Additional Bonds” means additional parity bonds or other parity obligations executed and delivered in accordance with Section 2.11. “Authorized Denomination” means principal amounts of $5,000 or any integral multiple thereof. “Bond Fund” means the special fund created under Section 3.2 of this Indenture. “Bonds” means the 2024 Bonds and any Additional Bonds. “Business Day” means a day on which the Trustee or the County is not required or authorized by law to remain closed. “Cede & Co.” means Cede & Co., the nominee of DTC or any successor nominee of DTC with respect to the Bonds. “Code” means the Internal Revenue Code of 1986, as amended, and the rulings and regulations (including temporary and proposed regulations) promulgated thereunder, or any successor statute thereto. “Contract” means the Installment Financing Contract dated as of September 1, 2024 between the Corporation and the County and any amendments or supplements thereto, including the Exhibits attached thereto. “Corporation Representative” means any person or persons at the time designated to act on behalf of the Corporation for purposes of performing any act on behalf of the Corporation under the Contract and this Indenture by a written certificate furnished to the County and the Trustee containing the specimen signature of such person or persons and signed on behalf of the Corporation by its President. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 6 4 “Cost of Acquisition and Construction” includes payment of or reimbursement for the following items: (a) the Costs of Issuance; (b) obligations incurred or assumed for the Projects in connection with the acquisition, construction, renovation, equipping and financing or refinancing thereof, including, without limitation, costs of obtaining title insurance and a survey of the Mortgaged Property; and (c) all other costs which are considered to be a part of the cost of acquisition, construction, renovation, equipping and financing of the Projects in accordance with generally accepted accounting principles and, to the extent applicable, which will not affect the exclusion from gross income for federal income tax purposes of the designated interest component of Installment Payments payable by the County, including sums required to reimburse the County for advances made by the County that are properly chargeable to the acquisition, construction, renovation, equipping and financing of the Projects. “Costs of Issuance” means the costs incurred in connection with the initial execution and delivery of the Bonds, including, without limitation, all printing expenses in connection with this Indenture, the Contract, and the documents and certificates contemplated hereby, the Preliminary Official Statement and the Official Statement for the Bonds, if any, and the Bonds, legal fees and expenses of counsel to the Corporation, special counsel, counsel to the County, other counsel, counsel to the purchaser or purchasers of the Bonds, financial advisor fees, rating agency fees, any accounting expenses incurred in connection with determining that the Bonds are not “arbitrage bonds” within the meaning of the Code, the Trustee’s initial fees and expenses (including attorney’s fees, costs, and expenses), and state license fees, on the submission of requisitions by the County signed by a County Representative stating the amount to be paid, to whom it is to be paid and the reason for such payment, and that the amount of such requisition is justly due and owing and has not been the subject of another requisition which was paid and is a proper expense of executing and delivering the Bonds. “DTC” means The Depository Trust Company, a limited purpose company organized under the law of the State of New York, and its successors and assigns. “DTC Participant” or “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and certain other corporations which have access to the DTC system. “Electronic Means” has the meaning set forth in Section 8.1(u). “Event of Default” means those events specified as such in Section 7.1 of this Indenture. “Federal Securities” means, to the extent such investments qualify under Section 159-30, or any replacement statute, of the General Statutes of North Carolina as amended from time to time, (a) direct obligations of the United States of America, obligations the principal of and interest on which are guaranteed by the United States of America or obligations of any agency or instrumentality of the United States of America, in each case for the payment of which the full faith and credit of the United States of America are pledged (including any securities issued or held in the name of the Trustee in book entry form on the books of the Department of the Treasury of the United States of America) which obligations are held by the Trustee and are not subject to prepayment or purchase before maturity at the option of anyone other than the holder; (b) any bonds or other obligations of any state or territory of the United States of America or of any agency, instrumentality or local governmental unit of any such state or territory which are (1) not callable before maturity or (2) as to which irrevocable instructions have been given to the trustee or escrow Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 7 5 agent of 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 and S&P within its highest rating category and which are secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) of this definition which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified prepayment date or dates pursuant to such irrevocable instructions, as appropriate; or (c) evidences of ownership of proportionate interests in future interest and principal payments on specified obligations described in clause (a) or (b) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying obligations described in clause (a) or (b), and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated. “Indenture” means this Indenture of Trust as amended or supplemented from time to time. “Interest Payment Date” means, (a) with respect to the 2024 Bonds, each April 1 and October 1, beginning April 1, 2025, and (b) for any Additional Bonds, the days designated in the supplemental indenture authorizing such Additional Bonds. “LGC” means the Local Government Commission of North Carolina. “Moody’s” means Moody’s Investors Service, its successors and their assigns, and, if such entity for any reason no longer performs the function of a securities rating agency, “Moody’s” will be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation. “Opinion of Counsel” means an opinion in writing of legal counsel, who may be counsel to the Trustee, the County or the Corporation. “Outstanding” or “Bonds Outstanding” means, as of the date in question, all Bonds which have been executed and delivered under this Indenture, except: (a) Bonds canceled or which have been surrendered to the Trustee for cancellation; (b) Bonds in lieu of which other Bonds have been authenticated under Section 2.8 or Section 2.9; (c) Bonds which have been prepaid as provided in Article IV (including Bonds prepaid on a partial payment as provided in Section 4.1); and (d) Bonds which are deemed to have been paid under Article VI. “Owner” or “Owners” means, initially, Cede & Co., as nominee for DTC, and if the book entry system of evidence and transfer of ownership in the Bonds is discontinued pursuant to Section 2.2, the registered owner or owners of any Bond fully registered as shown in the registration books of the Trustee. “Permitted Investments” means investments which are qualified under Section 159-30, or any replacement statute, of the General Statutes of North Carolina, as amended from time to time. “Person” or “person” means natural persons, firms, associations, corporations and public bodies. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 8 6 “Prepayment Fund” means the special fund created under Section 3.7. “Rebate Fund” means the special fund created under Section 3.9. “Record Date” means the fifteenth day (whether or not a Business Day) of the month next preceding an Interest Payment Date. “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 entity for any reason no longer performs the function of a securities rating agency, “S&P” will be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation. “Tax Certificate” means the Tax Certificate dated September 18, 2024, executed by and among the County, the Corporation and the Trustee to signify the acceptance of certain covenants and obligations necessary for the exclusion of interest with respect to the 2024 Bonds from the gross income of the owners thereof under the Code. “Trustee” means U.S. Bank Trust Company, National Association, acting in the capacity of trustee for the Owners pursuant to this Indenture, and any successor thereto appointed under this Indenture. “Trust Estate” means the property pledged and assigned to the Trustee pursuant to and defined as such in the granting clauses hereof. “Trustee Representative” means the person or persons at the time designated to act on behalf of the Trustee for purposes of performing any act on behalf of the Trustee under this Indenture by a written certificate furnished to the County and the Corporation containing the specimen signature of such person or persons and signed on behalf of the Trustee by any duly authorized officer of the Trustee. “2024 Bonds” means the Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024, evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract, executed and delivered on September 18, 2024 in the name of Cede & Co. “Underwriter” means, with respect to the 2024 Bonds, PNC Capital Markets LLC. Section 1.2 Interpretations. For purposes of this Indenture: (a) Successors. References to specific persons, positions or officers include those who or which succeed to or perform their respective functions, duties or responsibilities. (b) Laws. References to the Code, or to the laws or Constitution of the State, or rules or regulations thereunder, or to a section, division, paragraph or other provision thereof, include those laws and rules and regulations, and that section, division, paragraph or other provision thereof as from time to time amended, modified, supplemented, revised or superseded, provided that no such amendment, modification, supplement, revision or supersession shall be applied to alter the obligation to pay the principal, premium, if any, or interest due and owing with respect to the Bonds Outstanding in the amount and manner, at the times, and from the sources provided in this Indenture, except as otherwise herein permitted. (c) Singular/Plural. Unless the context otherwise indicates, words importing the singular number include the plural number and words importing the plural number include the singular number. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 9 7 (d) Computations. Unless otherwise provided in this Indenture or the facts are then otherwise, all computations required for the purposes of this Indenture shall be made on the assumptions that: (1) all Installment Payments are paid as and when the same become due; and (2) all credits required by this Indenture to be made to any fund or account are made in the amounts and at the times required. (e) Exclusion of Bonds Held by or for the County and the Corporation. In determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds owned by the County and the Corporation shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee actually knows to be so owned shall be disregarded. (f) Counsel Opinions. Any opinion of counsel may be qualified by reference to the constitutional powers of the United States of America and the State, the police and sovereign powers of the State, judicial discretion, and bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and similar matters. (g) Consolidated Certifications, Opinions and Instruments. When several matters are required to be certified by, or covered by an opinion of, any specified person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such person, or that they are so certified or covered by only one document, but one such person may certify or give an opinion with respect to some matters and one or more other such persons as to other matters, and any such person may certify or give an opinion as to such matters in one or several documents. When any person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, such instruments may, but need not, be consolidated and form one instrument. (h) Opinions and Certifications of County and Corporation. Any certificate or opinion of an officer of the County or Corporation may be based, insofar as it relates to legal matters, on a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters on which his or her certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, on a certificate or opinion of, or representations by, an officer or officers of the Corporation or the County stating that the information with respect to such factual matters is in the possession of the County or the Corporation, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such factual matters are erroneous. (i) References to Indenture. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Indenture as a whole and not to any particular article, section or subdivision hereof; and the term “heretofore” means before the date of execution of this Indenture, the term “now” means at the date of execution of this Indenture, and the term “hereafter” means after the date of execution of this Indenture. (j) Section and Article References. References in this Indenture to Section or Article numbers, without added references to other documents, are to the indicated Sections or Articles in this Indenture. (k) Gender. Words of the masculine gender include correlative words of the feminine and neuter genders. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 10 8 (l) Remedies. Nothing expressed or implied in this Indenture is intended or shall be construed to confer on or to give any Person, other than the County, the Trustee, the Corporation and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, agreement, condition or stipulation hereof. (m) References to Fees and Expenses. Whenever this Indenture contains a reference to fees or expenses, such reference is deemed to include the word “reasonable” as an antecedent thereto. [END OF ARTICLE I] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 11 9 ARTICLE II AUTHORIZATION, TERMS, ISSUANCE OF BONDS Section 2.1 Authorized Amount of Bonds. No Bonds may be executed and delivered under this Indenture except in accordance with this Article II. As provided under Section 2.7, the 2024 Bonds are authorized to be executed and delivered in the aggregate principal amount of $[AMOUNT] and designated “Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024”. Additional Bonds may be executed and delivered as provided in Section 2.11 and supplemental indentures described in Article IX hereof. Section 2.2 Issuance of Bonds. To provide funds for the payment of the Cost of Acquisition and Construction and to provide money for deposit in the other funds and accounts created hereunder, the Bonds shall be executed, sold and delivered under this Indenture. The Bonds shall constitute proportionate undivided interests in the rights to receive Revenues under the Contract. The 2024 Bonds shall mature on October 1 in the years and in the amounts set forth below, and shall bear interest (computed on the basis of a 360-day year of twelve 30-day months and payable on each Interest Payment Date) from the dates as determined by reference to the paragraphs below until the principal with respect to said 2024 Bonds has been paid in full or duly provided for in accordance with the provisions hereof, as follows: [to update at pricing] MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE The 2024 Bonds shall be dated as of the date of their delivery, if executed and delivered before the first Interest Payment Date, or if executed and delivered on any later date, as of the Interest Payment Date next preceding their date of execution and delivery, or if executed and delivered on an Interest Payment Date, as of such date; provided, however, that if the interest with respect to the 2024 Bonds has not been paid in full and is in default, 2024 Bonds executed and delivered in exchange for 2024 Bonds surrendered for transfer or exchange will be dated as of the date to which interest has been paid in full on the 2024 Bonds so surrendered. The 2024 Bonds will be executed and delivered by means of a book-entry system with no physical distribution of 2024 Bonds made to the public. One 2024 Bond for each maturity as set forth in the tables above will be delivered to DTC and immobilized in its custody. A book-entry system will be employed, evidencing ownership of the 2024 Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of DTC and DTC Participants pursuant to rules and procedures established by DTC. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 12 10 Each DTC Participant will be credited in the records of DTC with the amount of such DTC Participant’s interest in the 2024 Bonds. Beneficial ownership interests in the 2024 Bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as the “Beneficial Owners.” The Beneficial Owners will not receive 2024 Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner will be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of ownership interests in the 2024 Bonds will be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE 2024 BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE 2024 BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL, PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE 2024 BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest and prepayment premium, if any, with respect to the 2024 Bonds, so long as DTC is the only Owner of the 2024 Bonds, will be paid by the Trustee directly to DTC or its nominee, Cede & Co., as provided in the Blanket Letter of Representation from the County to DTC (the “Letter of Representation”). DTC will remit such payments to DTC Participants, and such payments thereafter will be paid by DTC Participants to the Beneficial Owners. The County and the Trustee shall not be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. If (a) DTC determines not to continue to act as securities depository for the 2024 Bonds or (b) the County determines that the continuation of the book-entry system of evidence and transfer of ownership of the 2024 Bonds is not in the best interests of the County or the Beneficial Owners of the 2024 Bonds, the County shall discontinue the book-entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the County will cause the Trustee to authenticate and deliver replacement 2024 Bonds in the form of fully registered 2024 Bonds in accordance with DTC’s rules and procedures. THE COUNTY, THE CORPORATION AND THE TRUSTEE DO NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (A) THE 2024 BONDS; (B) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (C) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST WITH RESPECT TO THE 2024 BONDS; (D) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO OWNERS; (E) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL PREPAYMENT OF THE 2024 BONDS; OR (F) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC, OR ITS NOMINEE, CEDE & CO., AS OWNER. If a book-entry system of evidence and transfer of ownership of the 2024 Bonds is discontinued pursuant to the provisions of this Section, the 2024 Bonds shall be delivered, in accordance with DTC’s rules and procedures, as fully registered Bonds without coupons in Authorized Denominations, shall be lettered “R” and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the provisions of Article II. The 2024 Bonds and any premiums on the prepayment thereof before maturity will be payable in lawful money of the United States of America and at the designated corporate trust office of the Trustee on presentation and surrender. Interest with respect to the 2024 Bonds will be paid by the Trustee by check mailed on the Interest Payment Date to each Owner as its name and address appear on the register kept by Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 13 11 the Trustee at the close of business on the Record Date. At the written request of any Owner of at least $1,000,000 in aggregate principal amount of the 2024 Bonds, principal and interest may be payable by wire transfer at the address specified in writing by the Owner by the Record Date. As long as Cede & Co. or another DTC nominee is the registered owner of the 2024 Bonds, the Trustee shall make all payments with respect to the 2024 Bonds by wire transfer in immediately available funds. CUSIP number identification with appropriate dollar amounts for each CUSIP number shall accompany all payments of principal and interest with respect to any 2024 Bond, whether by check or by wire transfer. Details of Additional Bonds shall be set forth in supplemental indentures providing for their execution and delivery. Section 2.3 Limited Obligation. Each Bond shall evidence a proportionate undivided interest in the right to receive certain Revenues. The Bonds are payable solely from Revenues as, when and if the same are received by the Trustee, which Revenues are to be held in trust by the Trustee for such purposes in the manner and to the extent provided herein. The Owner of each Bond is not entitled to receive more than the amount of principal, premium, if any, and interest represented by such Bond. The Bonds do not constitute a debt of the County or any assignee of the County under the Contract. NOTWITHSTANDING ANY PROVISION OF THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST WHICH MAY BE TO THE CONTRARY, NO PROVISION OF THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST SHALL BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE. NO PROVISION OF THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST SHALL BE CONSTRUED OR INTERPRETED AS CREATING A DELEGATION OF GOVERNMENTAL POWERS NOR AS A DONATION BY OR A LENDING OF THE CREDIT OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE. THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED IN THE SOLE DISCRETION OF THE COUNTY FOR ANY FISCAL YEAR IN WHICH THE CONTRACT IS IN EFFECT; PROVIDED, HOWEVER, ANY FAILURE OR REFUSAL BY THE COUNTY TO APPROPRIATE FUNDS, WHICH RESULTS IN THE FAILURE BY THE COUNTY TO MAKE ANY PAYMENT COMING DUE UNDER THE CONTRACT WILL IN NO WAY OBVIATE THE OCCURRENCE OF THE EVENT OF DEFAULT RESULTING FROM SUCH NONPAYMENT. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR ANY BREACH OF THE CONTRACT, THIS INDENTURE OR THE DEED OF TRUST, AND THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEY DUE UNDER THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS PARAGRAPH AND ANY OTHER PROVISION OF THIS INDENTURE, THIS PARAGRAPH SHALL TAKE PRIORITY AND SHALL INCORPORATE HEREIN BY REFERENCE ARTICLE XIV OF THE CONTRACT. Section 2.4 Execution of the Bonds. The Bonds will be executed on behalf of the Corporation with the manual or facsimile signature of its President or any Vice President. If any officer of the Corporation whose signature or whose facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds, such signature or the facsimile thereof shall nevertheless be valid and sufficient for all purposes as if he had remained in office until authentication; and any Bond may be signed on behalf of the Corporation by such persons as are at the time of execution of such Bond proper officers of the Corporation, even though at the date of this Indenture, such person was not such officer. Section 2.5 Authentication. No Bond is valid or becomes obligatory for any purpose or is entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond substantially in the form included in Exhibit A hereto has been duly executed by the Trustee and such executed certificate of the Trustee on any such Bond is conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee’s certificate of authentication on any Bond is Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 14 12 deemed to have been executed by it if signed by an authorized officer or signatory of the Trustee, but it is not necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds executed and delivered under this Indenture. Section 2.6 Form of 2024 Bonds. The 2024 Bonds shall be substantially in the form set forth in Exhibit A to this Indenture, with such appropriate variations, legends, omissions and insertions as may be permitted or required hereby. The form of all Additional Bonds shall be as set forth in the supplemental indenture providing for their execution and delivery. Section 2.7 Delivery of the 2024 Bonds. On the execution and delivery of this Indenture, the Corporation shall initially execute and deliver to the Trustee the 2024 Bonds in the aggregate principal amount of $[AMOUNT], and the Trustee shall authenticate the 2024 Bonds and shall deliver them to the original purchaser thereof as directed by the Corporation as hereinafter in this Section provided. (a) Before the delivery of any of the 2024 Bonds, the Trustee shall have received: (1) an originally executed counterpart of the Contract, this Indenture and the Deed of Trust and a certified copy of the resolution adopted by the Board of Directors of the Corporation approving the Contract; (2) a request and authorization to the Trustee on behalf of the Corporation and signed by a Corporation Representative to authenticate and deliver the 2024 Bonds; (3) the approval of the LGC; and (4) an executed opinion of nationally recognized bond counsel selected by the County. (b) Then, the Trustee shall deliver the 2024 Bonds, on payment to the Trustee of a sum specified in the contract of purchase among the County, the Corporation, and the Underwriter. Such sum shall be applied as provided in Article III. Section 2.8 Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond is mutilated, lost stolen or destroyed, a new Bond may be executed on behalf of the Corporation, of like date, maturity, denomination and series as that mutilated, lost, stolen or destroyed; provided that the Trustee has received indemnity of the County, the Corporation and the Trustee from the Owner of the Bond satisfactory to the Trustee, the County and the Corporation, as applicable, and provided further, in case of any mutilated Bond, that such mutilated Bond is first surrendered to the Trustee, and in the case of any lost, stolen or destroyed Bond, that there is first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee. If any such Bond has matured or is being prepaid, instead of delivering a duplicate Bond, the Trustee may pay the same without surrender thereof. The Trustee may charge the Owner of the Bond with its reasonable fees and expenses (including attorney’s fees, costs and expenses, if any) in this connection. Section 2.9 Registration of Bonds; Persons Treated as Owners; Transfer of Bonds. Books for the registration and for the transfer of Bonds shall be kept by the Trustee which is hereby appointed the registrar. On surrender for transfer of a Bond at the designated corporate trust office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney duly authorized in writing, the Trustee shall deliver in the name of the transferee or transferees a new authenticated and fully registered Bond or Bonds of the same series. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 15 13 The Trustee is not required to register the transfer of any Bonds during the period of 15 days next preceding the mailing of notice calling such Bond for prepayment as herein provided, or after any Bond has been selected for prepayment. As to any Bond, the person in whose name the same is registered is deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest with respect to such Bond shall be made only to or on the written order of the Owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge such Bond to the extent of the sum or sums paid. The Trustee shall require the payment, by any Owner requesting a transfer of Bonds, of any tax, trustee fee, fee or other governmental charge required to be paid with respect to such transfer. If any transfer requires that more than one Bond be executed and delivered, the principal amounts of which equal the principal amount of the Bonds surrendered for transfer, an additional fee (including the cost of printing the Bonds, if necessary) will be required. Section 2.10 Cancellation of Bonds. Whenever any Outstanding Bonds are delivered to the Trustee for cancellation pursuant to this Indenture, on payment thereof or for or after replacement pursuant to Section 2.8 or Section 2.9 of this Indenture, such Bonds shall be promptly canceled in accordance with the Trustee’s procedures for the cancellation and destruction of instruments. Section 2.11 Additional Bonds. So long as the Contract remains in effect and no Event of Default has occurred and is continuing, Additional Bonds may be executed and delivered on the terms and conditions provided herein. Additional Bonds may be delivered by the Trustee at the direction of the Corporation to provide funds to pay: (1) the cost of expanding the Projects; acquiring, constructing, renovating and equipping other facilities; or acquiring equipment and other capital assets for utilization by or on behalf of the County for public purposes; (2) the cost of refunding all or any portion of the Bonds then Outstanding or any other financing obligations of the County; and (3) the Costs of Issuance relating to the execution, delivery and sale of the Additional Bonds. Additional Bonds may be executed and delivered only on there being filed with the Trustee: (a) Originally executed counterparts of a supplemental indenture and an amendment to the Contract adopted in accordance with the requirements of Article IX and approved by the LGC, if so required by law, including requirements regarding approval of the Owners, if applicable, expressly providing that the Additional Bonds being executed and delivered as well as any Bonds and Additional Bonds theretofore executed and delivered shall be secured on a parity as hereinafter provided, except that the date or dates of the Additional Bonds, the rate or rates of interest with respect to the Additional Bonds, the time or times of payment of the interest with respect thereto and the principal amount thereof, and provisions for the prepayment thereof, if any, all shall be as provided in the supplemental indenture and amendment to the Contract, and further providing for an increase in the Purchase Price and the Installment Payments required or authorized to be paid to the Trustee under the Contract in such amount as shall be necessary to pay (assuming that no Event of Default shall occur), the principal, premium, if any, and interest with respect to the Additional Bonds. (b) A written opinion or opinions of nationally recognized bond counsel and mutually acceptable to the County and the Corporation, to the effect that the amendment to the Contract and the execution and delivery of the Additional Bonds have been duly authorized, that the amendment Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 16 14 to the Contract is valid and enforceable against the County and, to the extent applicable, that the exclusion from gross income for federal income tax purposes of the interest component of the Installment Payments will not be adversely affected by the execution and delivery of the Additional Bonds, and that the execution, sale, and delivery of the Additional Bonds will not constitute a default under the Contract or this Indenture or cause any violation of the covenants, agreements or representations therein or herein. (c) A written order to the Trustee to deliver the Additional Bonds to the purchaser or purchasers therein identified on payment to the Trustee of a specified sum plus accrued interest, if any. Each of the Additional Bonds executed and delivered under this Section 2.11 shall evidence a proportionate undivided interest in rights to receive certain Revenues under the Contract, as amended, proportionately and ratably secured with the 2024 Bonds originally executed and delivered and all Additional Bonds, if any, executed and delivered under this Section 2.11, without preference, priority or distinction of any 2024 Bonds or Additional Bond over any other. [END OF ARTICLE II] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 17 15 ARTICLE III REVENUES AND FUNDS Section 3.1 Source of Payment of Bonds; Deposit of Bond Proceeds. The Bonds evidence proportionate undivided interests in rights to receive certain Revenues under the Contract. Installment Payments, when, as and if received by the Trustee, shall be held hereunder for payment of the principal, premium, if any, and interest with respect to the Bonds as provided in this Indenture. On receipt of the proceeds of the sale of the 2024 Bonds of $[___________], the Trustee shall deposit such proceeds in the 2024 Account of the Acquisition and Construction Fund. The proceeds of any Additional Bonds, executed and delivered under Section 2.11, shall be applied by the Trustee as directed in a supplemental indenture or a certificate signed by a County Representative. Section 3.2 Creation of the Bond Fund. A special fund is hereby created and established with the Trustee, to be designated “County of New Hanover, NC 2024 Installment Financing Contract Bond Fund” (the “Bond Fund”), the money in which shall be used to pay the principal, premium, if any, and interest with respect to the Bonds. Within the Bond Fund, there are hereby created and ordered established an Interest Account and a Principal Account, the money in each of which shall be used as set forth in Section 3.5. A “2024 Subaccount of the Interest Account” is created within the Interest Account of the Bond Fund. A “2024 Subaccount of the Principal Account” is created within the Principal Account of the Bond Fund. Section 3.3 Payments Into the Interest Account of the Bond Fund. There shall be deposited into the Interest Account of the Bond Fund (1) that portion of each payment of Installment Payments which is designated and paid as interest under the Contract; (2) investment earnings on the Bond Fund and the Prepayment Fund, as provided in Section 3.5 and Section 3.7, respectively; (3) Net Proceeds from any lease of the Mortgaged Property, including after an Event of Default to the extent required to pay the next installment of interest or any previous installment of interest not paid; (4) all money required to be deposited therein in accordance with this Indenture; and (5) all other money received by the Trustee under this Indenture accompanied by directions from the County that such money is to be deposited into the Interest Account of the Bond Fund. The Trustee shall credit all amounts deposited into the Interest Account of the Bond Fund, including particularly the amounts set forth in Section 3.1 of the Contract, toward the interest component of the Installment Payment then due and payable under the Contract. The Trustee shall notify the County of all amounts credited toward such Installment Payments within 30 days of such credit. Section 3.4 Payments Into the Principal Account of the Bond Fund. There shall be deposited into the Principal Account of the Bond Fund (a) that portion of each payment of Installment Payments which is designated and paid as principal with respect to the Bonds under the Contract; (b) Net Proceeds from any lease of the Mortgaged Property, including after an Event of Default after the deposit required by Section 3.3; (c) all money required to be deposited therein in accordance with this Indenture; and (d) all other money received by the Trustee under this Indenture accompanied by directions from the County that such money is to be deposited into the Principal Account of the Bond Fund. Section 3.5 Use of Money in the Bond Fund. Money in the Interest Account of the Bond Fund shall be used for the payment of the interest with respect to the Bonds as the same becomes due and payable. Money in the Principal Account of the Bond Fund shall be used for the payment of the principal with respect to the Bonds. Investment earnings on money on deposit in the Interest Account and Principal Account of the Bond Fund shall be applied to the next payment of Installment Payments with respect to the Bonds. If the Bonds are to be prepaid in whole pursuant to Section 4.1(a), any money remaining in the Interest Account and Principal Account of the Bond Fund shall be applied to such prepayment along with other money held by the Trustee for such purpose. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 18 16 Section 3.6 Custody of the Bond Fund. The Bond Fund shall be in the custody of the Trustee. The Trustee shall withdraw sufficient funds from the Bond Fund to pay the principal of and interest with respect to the Bonds as the same become due and payable. Section 3.7 Creation of the Prepayment Fund. There is hereby created and established with the Trustee the “County of New Hanover, NC 2024 Installment Financing Contract Prepayment Fund” (the “Prepayment Fund”). A “2024 Account” is hereby created within the Prepayment Fund. The Trustee shall deposit into the Prepayment Fund any money provided by the County as a prepayment of Installment Payments and apply such funds to prepay Installment Payments as directed in writing by the County. Money on deposit in the Prepayment Fund shall be disbursed for prepayment of the Bonds as provided in Section 4.1(a) of this Indenture. Any income from investment of money in the Prepayment Fund shall be deposited into the Interest Account of the Bond Fund and applied to the interest component of the next payment of the Installment Payments. Whenever any money on deposit in the Prepayment Fund is disbursed for prepayment of less than all of the Outstanding Bonds, the Installment Payments set forth in the Contract shall be recalculated by the Trustee and verified by the County to reflect the reduction in the outstanding principal amount of the Bonds after such prepayment. Section 3.8 Nonpresentment of Bonds. If any Bond is not presented for payment when due, if funds sufficient to pay such Bond have been made available to the Trustee for the benefit of the Owner thereof, it is the duty of the Trustee to hold such funds uninvested and without liability for interest with respect thereto, for the benefit of the Owner of such Bond, who shall be restricted exclusively to such funds for any claim of whatever nature on his or her part under the Contract or this Indenture or on or with respect to such Bond. Any money that is so set aside or transferred and that remains unclaimed by the Owners for a period of five years after the date on which such Bonds have become payable will be treated as abandoned property under N.C.G.S. § 116B et seq., and the Trustee shall report and remit this property to the State Treasurer according to the requirements of N.C.G.S. § 116B. Thereafter, the Owners may look to the State Treasurer for payment and then only to the extent of the amounts so received without any interest with respect thereto, and the Trustee, the Corporation and the County shall have no responsibility with respect to such money. Section 3.9 Rebate Fund. If the County informs the Trustee in writing that funds are to be set aside in a separate account of the Trustee to be held for the payment of rebate payments to the Federal Government pursuant to the terms of the Tax Certificate, the Trustee shall create and establish the “County of New Hanover, NC 2024 Installment Financing Contract Rebate Fund” (the “Rebate Fund”) and a “2024 Account” within the Rebate Fund. The Trustee shall deposit in the Rebate Fund the amounts as directed by the County. The County shall make or cause to be made the calculation or calculations required by the Tax Certificate and shall direct the Trustee in writing to make deposits and disbursements from the Rebate Fund in accordance therewith. The Trustee shall invest the Rebate Fund as directed in writing by the County. The Rebate Fund is a trust fund, but amounts therein do not constitute part of the Trust Estate. Section 3.10 Rebate Disbursements. Not later than 30 days after the end of the fifth anniversary of the execution and delivery of the 2024 Bonds and every five years thereafter, the Trustee shall pay to the United States the amount required to be on deposit in the Rebate Fund as of such payment date as determined by the County. Such amounts required to be on deposit in the Rebate Fund shall be provided from the County to the Trustee, and the Trustee shall not be required to risk or expend any of its own money for this purpose. Not later than 30 days after the final retirement of the 2024 Bonds, the Trustee shall pay to the United States such amount from the Rebate Fund as directed by the County. Each payment required to be paid to the United States pursuant to this Section shall be filed with the Internal Revenue Service Center, 1160 West 1200 Street, Ogden, Utah 84201 or such other place as the County may direct. The Trustee shall have no liability for the calculation or payment of rebate except in accordance with this Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 19 17 Indenture, the Trustee’s express obligations under the Tax Certificate and written instructions provided to the Trustee by the County. Each payment shall be accompanied by a statement, prepared or caused to be prepared by the County, summarizing the determination of the amount to be paid to the United States upon which the Trustee shall conclusively rely. Section 3.11 Creation of the Acquisition and Construction Fund. A special fund is hereby created and established with the Trustee to be designated “County of New Hanover, NC 2024 Installment Financing Contract Acquisition and Construction Fund” (the “Acquisition and Construction Fund”). The Trustee shall deposit in the applicable account of the Acquisition and Construction Fund the amounts as set forth in Section 3.1. In addition, the Trustee shall deposit into the Acquisition and Construction Fund such amounts as the County may designate in a certificate signed by a County Representative in connection with the execution and delivery of Additional Bonds under Section 2.11. Any money held in the Acquisition and Construction Fund or any account thereof shall be invested and reinvested by the Trustee at the direction of the County in accordance with this Indenture, and the income therefrom shall be retained in the Acquisition and Construction Fund or any account thereof and used (together with all other money held in the Acquisition and Construction Fund) to pay the Cost of Acquisition and Construction attributable to the Projects and otherwise, as directed by the County in accordance with Section 4.2 of the Contract. The Trustee is hereby directed to create a separate account within the Acquisition and Construction Fund designated the Series 2024 Account of the Acquisition and Construction Fund (the “2024 Account”) into which the proceeds of the 2024 Bonds will be deposited as set forth in Section 3.1. Funds in the 2024 Account shall be invested as set forth in the last paragraph of Article V. The Trustee shall create additional accounts within the Acquisition and Construction Fund on the County’s written direction. Money in the Acquisition and Construction Fund will be applied to the Cost of Acquisition and Construction of the Projects. The balance, if any, remaining in the Acquisition and Construction Fund or an account thereof, on completion of the Projects, as certified in writing to the Trustee by a County Representative, (i) may be applied by the Trustee for any purpose permitted by applicable law provided the County’s bond counsel provides written confirmation to the Trustee that such application will not cause interest with respect to a series of Outstanding Bonds executed and delivered with the expectation that interest with respect thereto will be excludable from the gross income of the owners thereof under the Code to become taxable or (ii) absent the confirmation described in (i) above and if within three years of the execution and delivery of the Bonds to which the excess proceeds relate, will be deposited first to the credit of the Interest Account of the Bond Fund and applied to the future Installment Payments coming due under the Contract with respect to the applicable series of Outstanding Bonds in the order of their due date. If no funds remain in the 2024 Account, the Trustee may close the 2024 Account. Section 3.12 Money To Be Held in Trust; Reports to County. The ownership of the Bond Fund, the Prepayment Fund, the Acquisition and Construction Fund and any other fund or account, except for the Rebate Fund, created hereunder or under the Contract shall be in the Trustee, for the benefit of the Owners as specified in the Indenture, except as may be expressly provided otherwise in this Indenture, the Contract, or any supplement or amendment thereto. Not less than once during each month, the Trustee shall provide or otherwise make available to the County an accounting for all receipts to and disbursements from each fund or account. Section 3.13 Repayment to the County from the Trustee. After payment in full of the Bonds, the interest with respect thereto, any premium with respect thereto, the fees, charges and expenses of the Trustee and all other amounts required to be paid hereunder, any amounts remaining in the Bond Fund, the Prepayment Fund, the Acquisition and Construction Fund or otherwise held by the Trustee pursuant hereto other than the Rebate Fund shall be paid to the County on the expiration or sooner termination of the Contract as a return of an overpayment of Installment Payments. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 20 18 Section 3.14 Custody of Separate Trust Fund. The Trustee is authorized and directed to create as necessary a separate fund to hold all Net Proceeds from any insurance proceeds or condemnation awards that are required to be held by the Trustee in a separate fund pursuant to Article VII of the Contract, and to disburse such proceeds in accordance with Article VIII of the Contract. [END OF ARTICLE III] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 21 19 ARTICLE IV PREPAYMENT OF BONDS Section 4.1 Prepayment Dates and Prices. The 2024 Bonds are subject to prepayment, in whole or in part, as set forth in this Article IV. Additional Bonds may be subject to prepayment as provided in the supplemental indenture providing for their execution and delivery. [to update as necessary at pricing] (a) Optional Prepayment. The 2024 Bonds maturing on or before October 1, 2034 are not subject to optional prepayment before their maturities. The 2024 Bonds maturing on or after October 1, 2035 are subject to optional prepayment in whole or in part on any date on or after October 1, 2034, at the option of the County, at the prepayment price equal to 100% of the principal amount of such 2024 Bonds to be prepaid, together with accrued interest to the date fixed for prepayment. (b) [Mandatory Prepayment. (1) The 2024 Bonds maturing on October 1, 20__ (the “Term Bonds”) are subject to mandatory sinking fund prepayment on October 1 in the years and in the amounts set forth below from the principal components of the Installment Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest with respect thereto to the prepayment date, without premium, as follows: YEAR AMOUNT _______________ *Maturity. (2) At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may receive a credit in respect of its mandatory prepayment obligation for any portion of the Term Bonds which before said date has been prepaid (otherwise than through mandatory prepayment under this Section 4.1(b)) and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such portion of the Term Bonds so prepaid and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof against the Installment Payment obligation corresponding to such mandatory prepayment date. To the extent that the aggregate principal amount of such portion of the Term Bonds exceeds the Installment Payment obligation on such mandatory prepayment date, any excess over such amount shall be credited against future Installment Payment obligations with respect to the Term Bonds, as directed by the County, and the principal amount of the Term Bonds to be prepaid shall be accordingly reduced. The County must on or before the 45th day next preceding each such mandatory prepayment date furnish the Trustee with its certificate indicating to what extent the provisions of the preceding paragraph are to be availed with respect to such mandatory prepayment.] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 22 20 (c) Selection. If called for optional prepayment in part, the 2024 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 2024 Bonds is discontinued as provided in Section 2.2, by lot within a maturity in such manner as the Trustee in its discretion may determine; provided that, if prepaid in part, the 2024 Bonds may be prepaid only in multiples of $5,000. When 2024 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 and verified by the County in the manner required by Section 3.7. The Trustee shall pay to the Owners of 2024 Bonds so prepaid the amounts due on their respective 2024 Bonds at the designated corporate trust office of the Trustee on presentation and surrender of the 2024 Bonds. Prepayments shall be accompanied by a written designation prepared by the Trustee stating the portion of the payment representing the unpaid principal amount of the 2024 Bonds immediately before the payment, the portion of the payment representing interest, and the remaining portion, if any, which shall be designated and paid as a prepayment premium. Section 4.2 Notice of Prepayment. Notice of prepayment identifying the 2024 Bonds or portions thereof to be prepaid shall be given by the Trustee in writing not less than 30 days nor more than 60 days before the date fixed for prepayment by Electronic Means or by first class mail, postage prepaid (or, in the case of notice to DTC, by registered or certified mail or otherwise in accordance with DTC’s then-existing rules and procedures) (1) to DTC or its nominee or to the then-existing securities depositories, or (2) if DTC or its nominee or another securities depository is no longer the Owner of the 2024 Bonds, to the then-registered Owners of the 2024 Bonds to be prepaid at their addresses appearing on the registration books maintained by the Trustee, (3) to the LGC, and (4) to the Municipal Securities Rulemaking Board (the “MSRB”) via its Electronic Municipal Marketplace Access (“EMMA”) system (or any successor thereto); provided however, that the Trustee shall have no liability to any party in connection with any failure to timely file any notice with the MSRB via its EMMA system (or any successor thereto) and the sole remedy for any such failure shall be an action by the Owners in mandamus for specific performance or similar remedy to compel performance. Notwithstanding the foregoing, (1) if notice is given, the failure to receive an appropriate notice shall not affect the validity of the proceedings for such prepayment, (2) the failure to give any such notice or any defect therein shall not affect the validity of the proceedings for the prepayment of the 2024 Bonds or portions thereof with respect to which notice was correctly given, and (3) the failure to give any such notice to the LGC or the MSRB, or any defect therein, shall not affect the validity of any proceedings for the prepayment of the 2024 Bonds. Notice of prepayment shall specify, as applicable, (1) that the 2024 Bonds or a designated portion thereof are to be prepaid, (2) the CUSIP numbers, if any, of the 2024 Bonds to be prepaid (unless all the 2024 Bonds are being prepaid), (3) the prepayment date, (4) the prepayment price, (5) the prepayment agent’s name and address, (6) the date of original execution and delivery of the 2024 Bonds to be prepaid, (7) the interest rate with respect to the 2024 Bonds to be prepaid, (8) the maturity date of the 2024 Bonds to be prepaid and (9) if a prepayment in part, the amounts of each maturity being prepaid. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 23 21 In the case of an optional prepayment of the 2024 Bonds, the prepayment notice may state (1) that it is conditioned upon the deposit of money with the Trustee on the prepayment date at the time and in an amount equal to the amount necessary to effect the prepayment and such notice will be of no effect unless such money is so deposited, and (2) that the County retains the right to rescind the prepayment notice on or prior to the scheduled prepayment date, and such notice and optional prepayment shall be of no effect if such money is not so deposited or if the notice is rescinded as described in Section 4.3 herein. Section 4.3 Prepayments. On or before the date fixed for prepayment, funds shall be deposited with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Bonds or portions thereof called, together with accrued interest with respect thereto to the prepayment date, and any required premium. On the giving of notice and the deposit of such funds for prepayment pursuant to this Indenture, interest with respect to the Bonds or portions thereof thus called shall no longer accrue after the date fixed for prepayment. The Bonds or portions thereof called for prepayment shall be due and payable on the prepayment date at the prepayment price, together with accrued interest with respect thereto to the prepayment date and any applicable prepayment premium. If any required notice of prepayment has been given and money sufficient to pay the prepayment price, together with accrued interest with respect thereto to the prepayment date and any required prepayment premium, has been deposited with the Trustee, the Bonds or portions thereof so called for prepayment shall cease to be entitled to any benefit or security under this Indenture and the Owners of such Bonds shall have no rights with respect to such Bonds or portions thereof so called for prepayment except to receive payment of the prepayment price and accrued interest to the prepayment date from such funds held by the Trustee. Any scheduled optional prepayment of Bonds or portions thereof may be rescinded in whole or in part at any time prior to the prepayment date if the County delivers written notice to the Trustee instructing the Trustee to rescind the prepayment notice. The Trustee shall give prompt notice of such rescission to the affected Owners of the Bonds. Any Bonds where optional prepayment has been rescinded shall remain Outstanding, and the rescission shall not constitute an Event of Default. Further, the failure of the Corporation or County to make funds available in part or in whole on or before the prepayment date shall not constitute an Event of Default, and the Trustee shall give immediate notice to the affected Owners of the Bonds that the prepayment did not occur and that the Bonds called for prepayment and not so paid remain Outstanding. Anything in this Indenture to the contrary notwithstanding, if an Event of Default occurs and is continuing, there will be no prepayment of less than all of the Bonds Outstanding. Section 4.4 Cancellation. All Bonds which have been prepaid shall not be redelivered but shall be canceled and destroyed by the Trustee in accordance with Section 2.10. Section 4.5 Delivery of New Bonds On Partial Prepayment of Bonds. On surrender and cancellation of the Bonds called for optional prepayment in part only, a new Bond or Bonds of the same maturity and interest rate and of Authorized Denominations, in an aggregate principal amount equal to the unprepaid portion thereof, shall be executed on behalf of the Corporation and authenticated and delivered by the Trustee. The expenses of such execution, authentication, delivery and exchange shall be paid by the County as Additional Payments under the Contract. Section 4.6 Purchase at Any Time. The Trustee, upon the written request of the County, shall purchase Bonds as specified by the County in the open market at a price not exceeding a price set by County. Such purchase of Bonds shall be made with funds provided to the Trustee by the County. Upon purchase by the Trustee, such Bonds shall be treated as delivered for cancellation pursuant to Section 2.10. Nothing Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 24 22 in this Indenture shall prevent the County from purchasing Bonds on the open market without the involvement of the Trustee and delivering such Bonds to the Trustee for cancellation pursuant to Section 2.10. [END OF ARTICLE IV] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 25 23 ARTICLE V INVESTMENTS All money held as part of the Bond Fund, the Prepayment Fund, the Acquisition and Construction Fund or any other fund or account created hereunder or under the Contract except the Rebate Fund shall be deposited or invested and reinvested from time to time by the Trustee, at the written direction of the County as agent of the Corporation, in deposits or investments, which are certified by the County to be Permitted Investments subject to the following restrictions: (a) Money in the Acquisition and Construction Fund shall be invested only in obligations which will by their terms mature not later than the date the County estimates, in a writing provided to the Trustee, the money represented by the particular investment will be needed for withdrawal from the Acquisition and Construction Fund; (b) Money in the Bond Fund shall be invested only in obligations which will by their terms mature on such dates as to ensure that on the date of each interest and principal payment, there will be in the Bond Fund from matured obligations and other money already in the Bond Fund, cash to pay the interest and principal payable on such payment date; and (c) Money in the Prepayment Fund shall be invested in obligations which will by their terms mature, or will be subject to prepayment at the option of the owner thereof, on or before the date funds are expected to be required for expenditure or withdrawal. The Rebate Fund shall be invested and reinvested by the Trustee, at the written direction of the County. The County acknowledges that all investment directions given to the Trustee under this Article are required to comply with the terms of the Tax Certificate, and the Trustee may rely upon any such direction as to such compliance. If the County fails to provide the Trustee with written investment direction for any funds held by the Trustee under this Indenture, then the Trustee will hold such amounts uninvested in cash and without liability for interest. Any and all such deposits or investments shall be held by or under the control of the Trustee. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank, trust company or financial institution under common control with the Trustee and may charge its ordinary and customary fees for such investments, as agreed to by the County. The Trustee is specifically authorized to enter into agreements with itself or any other person, which agreements guarantee the repurchase of specific Permitted Investments at specific prices. Except as expressly provided in Article III of this Indenture, deposits or investments shall at all times be a part of the fund or account from which the money used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. In computing the amount in any fund or account held under the provisions of this Indenture, obligations purchased as a deposit or investment of money therein shall be valued at the market price thereof, exclusive of accrued interest. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. The Trustee shall conclusively rely upon the County’s written instructions as to both the suitability and legality of all directed investments. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. Although the Corporation and the County each recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Corporation and the County each hereby agrees that broker confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered or made available by the Trustee. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 26 24 The Trustee may elect, but shall not be obligated, to credit the funds and accounts held by it with money representing income or principal payments due on, or sales proceeds due in respect of, Permitted Investments in such funds and accounts, or to credit to Permitted Investments intended to be purchased with such money, in each case before actually receiving the requisite money from the payment source, or to otherwise advance funds for account transactions. The County acknowledges that the legal obligation to pay the purchase price of any Permitted Investments arises immediately at the time of the purchase. Notwithstanding anything else in this Indenture, (i) any such crediting of funds or assets shall be provisional in nature, and the Trustee shall be authorized to reverse any such transactions or advances of funds in the event that it does not receive good funds with respect thereto, and (ii) nothing in this Indenture shall constitute a waiver of any of Trustee’s rights as a securities intermediary under Uniform Commercial Code § 9-206. [END OF ARTICLE V] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 27 25 ARTICLE VI DISCHARGE OF INDENTURE If, when the Bonds secured hereby become due and payable in accordance with their terms or otherwise as provided in this Indenture, the whole amount of the principal, premium, if any, and interest due and payable with respect to all of the Bonds shall be paid or provision has been made for the payment of the same, together with all other sums payable hereunder, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Corporation to the Trustee and the Owners shall then cease, terminate and become void and be discharged and satisfied. In such event, on the request of the County, the Trustee shall transfer and convey to the County all property assigned or pledged to the Trustee by the Corporation then held by the Trustee pursuant to this Indenture, and the Trustee shall execute such documents as may be reasonably required by the County and shall turn over to the County any surplus in any fund created under this Indenture other than the Rebate Fund and unclaimed funds set aside pursuant to Section 3.8. Outstanding Bonds shall, before the maturity or prepayment date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Article VI if (a) in case said Bonds are to be prepaid on any date before their maturity, the County has given to the Trustee in form satisfactory to the Trustee irrevocable instructions to give on a date in accordance with the provisions of Section 4.2 notice of prepayment of such Bonds on said prepayment date, (b) there has been deposited with the Trustee either money in an amount which shall be sufficient, or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide money which, together with the money, if any, deposited with or held by the Trustee at the same time, sufficient to pay when due the principal, premium, if any, and interest due and to become due with respect to said Bonds on and before the prepayment date or maturity date thereof, as the case may be, and (c) in the event said Bonds are not by their terms subject to prepayment within the next 60 days, the County has given the Trustee in form satisfactory to it (1) irrevocable instructions to give, as soon as practicable in the same manner as the notice of prepayment is given pursuant to Section 4.2, a notice to the Owners of such Bonds that the deposit required by (b) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or prepayment date on which money is to be available for the payment of the principal, premium, if any, and interest with respect to said Bonds, (2) verification from an independent accountant or other nationally recognized expert selected by the County that the money or Federal Securities deposited with the Trustee will be sufficient to pay when due the principal, premium, if any, and interest due and to become due with respect to the Bonds on and before the prepayment date or maturity date thereof and (3) an opinion of nationally recognized bond counsel selected by the County that, to the extent applicable, such deposit of money or Federal Securities will not adversely affect the exclusion from gross income for federal income tax purposes of interest with respect to the applicable Bonds delivered with the expectation that interest with respect thereto will be excludable from the gross income of the owners thereof for federal income tax purposes. Neither the Federal Securities nor money deposited with the Trustee pursuant to this Article VI or principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and such Federal Securities or money shall be held in trust for, the payment of the principal, premium, if any, and interest with respect to said Bonds; provided any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Federal Securities of the type described in clause (b) of this paragraph maturing at the times and in amounts sufficient (together with any other money or Federal Securities then held by the Trustee as described above) to pay when due the principal, premium, if any, and interest to become due with respect to said Bonds on or before such prepayment date or maturity date thereof, as the case may be. At such time as any Bonds shall be deemed paid as aforesaid, such Bonds shall no longer be secured by or entitled to the benefits of this Indenture and the Contract, except for the purpose of exchange and transfer and any payment from such money or Federal Securities deposited with the Trustee. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 28 26 The release of the obligations of the Corporation under this Section is without prejudice to the rights of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred with respect to the administration of the trust hereby created and the performance of its powers and duties hereunder. [END OF ARTICLE VI] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 29 27 ARTICLE VII DEFAULTS AND REMEDIES Section 7.1 Events of Default. If any of the following events occur, it is hereby defined as and shall be deemed an “Event of Default” under this Indenture: (a) Default in the payment of the principal or premium, if any, with respect to any Bond when the same becomes due and payable, whether at the stated maturity thereof or as a sinking fund prepayment or on proceedings for prepayment for which notice of such prepayment was not a conditional notice. (b) Default in the payment of any installment of interest with respect to any Bond when the same becomes due and payable. (c) The occurrence of an “Event of Default” as provided in Section 12.1 of the Contract. Section 7.2 Remedies on Default. (a) On the occurrence and continuance of an Event of Default, the Trustee may, and shall, if required in writing by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the County, declare the obligations of the County as to the principal and interest components of Installment Payments and the aggregate principal amount of the Bonds and the accrued interest with respect thereto to be immediately due and payable, whereupon they will, without further action, become due and payable. (b) The provisions of the preceding paragraph are subject to the condition that if, after the principal with respect to any of the Installment Payments and the Bonds has been so declared to be due and payable, and before the earlier of (1) the exercise of rights granted under the Deed of Trust or (2) to the extent permitted by applicable law and Section 2.3, any judgment or decree for the payment of the money due has been obtained or entered as hereinafter provided, the defaulting party (the “Defaulting Party”) shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of the principal and interest with respect to all Bonds which have become due otherwise than by reason of such declaration (with interest on such overdue installments of principal and interest, to the extent permitted by law, at the rate or rates per annum borne by the Bonds) and such amount as is sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default hereunder other than nonpayment of the principal or interest with respect to the Bonds which have become due by said declaration have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Defaulting Party and shall give notice thereof by first class mail to all Owners; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. The provisions of paragraph (a) are further subject to the condition that any waiver of any event of default under the Contract and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under this Indenture and a rescission and annulment of the consequences thereof. If notice of such event of default under the Contract has been given as provided herein, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Defaulting Party and shall give notice thereof by first class mail to all Owners; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 30 28 (c) On the occurrence and continuance of any Event of Default and on the written direction of Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding and receipt of indemnity to the Trustee’s satisfaction, the Trustee shall, to the extent permitted by Section 2.3 and applicable law, in its own name and as the Trustee of an express trust: (1) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners, and require the Defaulting Party to carry out any agreements with or for the benefit of the Owners and to perform its or their duties under the Contract and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Contract or this Indenture, as the case may be; (2) take whatever action at law or in equity is permissible and may appear necessary or desirable to enforce its rights against the Defaulting Party or the Mortgaged Property held as security therefor, including exercising its rights under the Deed of Trust. No right or remedy is intended to be exclusive of any other rights or remedies, but each and every such right or remedy shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. If any Event of Default has occurred and if requested in writing by the Owners of a majority in aggregate principal amount of Bonds then Outstanding and indemnified as provided in Section 8.1(m), the Trustee is obligated to exercise, to the extent permitted by applicable law and subject to Section 2.3, such one or more of the rights and powers conferred by this Section as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners. Section 7.3 Majority of Owners May Control Proceedings. The Owners of a majority in aggregate principal amount of the Bonds then Outstanding have the right, at any time, to the extent permitted by law, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver, and any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions hereof. The Trustee is not required to act on any direction given to it pursuant to this Section until the indemnity described in Section 8.1(m) of this Indenture is furnished to it by such Owners. Section 7.4 Rights and Remedies of Owners. No Owner has any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless (1) a default has occurred of which the Trustee has been notified as provided in Section 8.1(h), or of which by said Section it is deemed to have notice, (2) such default has become an Event of Default as defined in Section 7.1, and the Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding have made written request to the Trustee, have offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceedings in its own name and have offered to the Trustee indemnity as provided in Section 8.1(m), (3) the Trustee thereafter has declined to comply with such request or fails or refuses to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name within sixty (60) days after its receipt of such written request, and (4) no direction inconsistent with such request has been given to the Trustee during such 60-day period by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding; and such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more Owners have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by his action or to enforce any right hereunder except in the manner herein provided and that all proceedings at law or in equity shall be Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 31 29 instituted, had and maintained in the manner herein provided and for the equal and ratable benefit of the Owners of all Bonds then Outstanding. Nothing contained in this Indenture shall, however, affect or impair the right of any Owner to enforce the payment of the principal, premium, if any, and interest with respect to any Bond at and after the maturity thereof to the extent permitted by Section 2.3 and applicable law. Section 7.5 Trustee May Enforce Rights Without Bonds. All rights of action and claims under this Indenture or any of the Bonds Outstanding hereunder may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or proceedings relative thereto; and any suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee for itself or as representative of the Owners of the Bonds, without the necessity of joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of judgment is for the ratable benefit of the Owners of the Bonds, subject to the provisions of this Indenture. Section 7.6 Delay or Omission No Waiver. No delay or omission of the Trustee or of any Owner to exercise any right, remedy, or power accruing on any Event of Default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such Event of Default, or acquiescence therein; and every right, remedy, and power given by this Indenture, to the extent permitted by applicable law and subject to Section 2.3, may be exercised from time to time and as often as may be deemed expedient, by the Trustee or the Owners, as the case may be. Section 7.7 No Waiver of One Default to Affect Another. No waiver of any default or Event of Default hereunder, whether by the Trustee or the Owners, shall extend to or affect any subsequent or any other then existing default or Event of Default shall impair any rights or remedies consequent thereon. Section 7.8 Discontinuance of Proceedings on Default; Position of Parties Restored. If the Trustee or any Owner of Bonds has proceeded to enforce any right under this Indenture and such proceedings have been discontinued or abandoned for any reason, or have been determined adversely to the Trustee or such Owner, then and in every such case the Corporation, the County, the Trustee and the Owners shall, subject to any determination in such proceeding, be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Trustee and the Owners of the Bonds shall continue as if no such proceedings had been instituted. Section 7.9 Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences, and notwithstanding anything else to the contrary contained in this Indenture shall do so on the written request of the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding; provided, however, that there shall not be waived without the consent of the Owners of 100% of the Bonds then Outstanding as to which the Event of Default exists (a) any Event of Default in the payment of the principal or premium with respect to any Outstanding Bonds at the date of maturity or mandatory sinking fund prepayment specified therein or (b) any default in the payment when due of the interest with respect to any such Bonds, unless before such waiver or rescission, all arrears of interest and all arrears of payments of principal and premium, if any, then due, as the case may be (both with interest on all overdue installments at the rate or rates borne by the Bonds), and all expenses of the Trustee in connection with such default have been paid or provided for. In case of any such waiver, then and in every such case the Corporation, the County, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. Section 7.10 Application of Money. All money received by the Trustee pursuant to any right given or action taken under the provisions of this Article VII (other than amounts in the Rebate Fund) shall, after payment of the costs and expenses of the proceedings resulting in the collection of such money and of the outstanding fees of the Trustee and the costs, expenses, liabilities and advances incurred or made by the Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 32 30 Trustee, including the reasonable fees, costs, and expenses of its agents and counsel, be deposited in the Bond Fund and applied as follows: (a) Unless the principal with respect to all of the Bonds have become or have been declared due and payable, all such money shall be applied: FIRST: To the payment to the persons entitled thereto of all installments of interest then due with respect to the Bonds, in the order of the maturity of the installments of such interest beginning with the earliest such maturity and, if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND: To the payment to the persons entitled thereto of the unpaid principal and premium, if any, with respect to any of the Bonds which have become due (other than Bonds matured or called for prepayment for the payment of which money is held pursuant to the provisions of this Indenture), in the order of their due dates and beginning with the earliest due date, and, if the amount available is not sufficient to pay in full the principal of such Bonds due on any particular date, then to the payment, ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD: To the payment to the persons entitled thereto of interest on overdue installments of principal, premium, if any, and interest, to the extent permitted by law, and if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such particular installment, to the persons entitled thereto, without any discrimination or privilege; and FOURTH: To be held for the payment to the persons entitled thereto, as the same become due, of the principal, premium, if any, and interest with respect to the Bonds which may thereafter become due in accordance with the terms of this Indenture. (b) If the principal with respect to all of the Bonds has become due or has been declared due and payable, all such money shall be applied to the payment of the principal and interest then due and unpaid with respect to the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto without any discrimination or privilege, with interest on overdue installments of interest or principal, to the extent permitted by law. Whenever money is to be applied pursuant to the provisions of this Section 7.10, such money shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) on which such application is to be made and on such date interest with respect to the amounts of principal to be paid on such dates, Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 33 31 and for which money is available, shall cease to accrue. The Trustee shall also select a new record date for such payment date. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such money and of the fixing of any such record date and payment date, and shall not be required to make payment to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal, premium, if any, and interest with respect to all of the Bonds have been paid under the provisions of this Section 7.10 and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be paid to the County. Section 7.11 Notice of Events of Default. If an Event of Default occurs of which the Trustee has or is deemed to have notice under Section 8.1(h), the Trustee shall give immediate notice thereof to the Corporation and the County. [END OF ARTICLE VII] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 34 32 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.1 Duties of the Trustee. The Trustee hereby accepts the trusts imposed on it by this Indenture and agrees to perform said trusts (including, without limitation, all duties delegated and all rights assigned to the Trustee by the Corporation under the Contract), but only on and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a reasonable and prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, or receivers appointed with due care, and shall not be responsible for any negligence or misconduct on the part of any such attorney, agent or receiver so appointed, and shall be entitled to act on an Opinion of Counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act on an Opinion of Counsel and shall not be responsible for any loss or damage resulting from any action or nonaction taken by or omitted to be taken in good faith in reliance on such Opinion of Counsel, provided that the Trustee is under a duty to examine such Opinion of Counsel to determine whether it conforms to the requirements of this Indenture. (c) The Trustee is not responsible for any recital herein or in the Bonds (except in respect to the execution of the certificate of authentication on behalf of the Trustee) or for the recording or rerecording, filing or refiling of the Contract or this Indenture or of any supplements thereto or hereto or instruments of further assurance; or insuring the security for the Bonds or the Mortgaged Property; or to effect or maintain insurance; or to renew any policies of insurance; or to inquire as to the sufficiency of any polices of insurance carried by the County; or collecting any insurance money; or for the validity of the execution by the Corporation of this Indenture or of any supplements hereto or instruments of further assurance; or for the sufficiency of the security for the Bonds executed and delivered hereunder or intended to be secured hereby; or for the value of or title to the Mortgaged Property; or for the maintenance of the security for the Bonds, and the Trustee is not bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Corporation or the County, except as provided herein; but the Trustee may require of the Corporation or the County full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee has no obligation to perform any of the duties of the County under the Contract; and the Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article V. The Trustee shall not be responsible for filing or for the sufficiency or accuracy of any financing statements initially filed to perfect security interests granted under this Indenture. The Trustee shall file a continuation statement with respect to each UCC financing statement relating to the trust estate filed by the County at the time of the issuance of the Bonds; provided that a copy of the filed initial financing statement is timely delivered to the Trustee in connection with the execution and delivery of the Bonds. In addition, unless the Trustee shall have been notified in writing by the County that any such initial filing or description of collateral was or has Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 35 33 become defective, the Trustee shall be fully protected in relying on such initial financing statement and description in filing any financing or continuation statement or modification thereto pursuant to this section. (d) The Trustee may become the Owner of Bonds with the same rights which it would have if not the Trustee. (e) The Trustee shall be fully protected in acting on any notice, request, consent, certificate, order, affidavit, letter, or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee under this Indenture on the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond is conclusive and binding on all future Owners of the same Bond and on any Bonds executed and delivered in place thereof, provided that the Trustee is under a duty to examine such documents to determine whether it conforms to the requirements of this Indenture. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, unless other evidence thereof is specifically prescribed, the Trustee may, in the absence of bad faith on its part, rely on a certificate signed on behalf of the Corporation by a Corporation Representative, or on behalf of the County by a County Representative or such other person as may be designated for such purpose by a certified resolution, as sufficient evidence of the facts therein contained, and, before the occurrence of a default of which the Trustee has been notified as provided in subsection (h) of this Section or of which by said subsection it is deemed to have notice, is also at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but in no case is bound to secure the same, provided that the Trustee is under a duty to examine such certificate to determine whether it conforms to the requirements of this Indenture. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee is not answerable for other than its negligence or willful misconduct. (h) The Trustee is not required to take notice or be deemed to have notice of any default hereunder except failure by the County or the Corporation to cause to be made any of the payments to the Trustee required to be made by Article III hereof, unless a Trustee Representative is specifically notified of such default in writing by the Corporation or the County or by the Owners of at least 25% in aggregate principal amount of Bonds then Outstanding, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, to be effective, be delivered at the corporate trust office of the Trustee identified in Section 10.9, and in the absence of such written notice so delivered or express knowledge to the contrary, the Trustee may conclusively assume there is no default except as aforesaid. (i) All money received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee is not under any liability for interest on any money received hereunder. (j) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, have the right, but are not required, to inspect any and all of the property pledged herein, including all books, papers and records of the Corporation or the County pertaining to the Mortgaged Property. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 36 34 (k) The Trustee is not required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (l) Notwithstanding anything in this Indenture contained, the Trustee has the right, but is not required, to demand in respect of the execution and delivery of any Bonds, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Corporation or the County to the execution and delivery of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (m) Before taking any action hereunder (except for the acceleration of the Bonds under Section 7.2(a)) the Trustee may require that satisfactory indemnity be furnished to it by the Owners for the reimbursement of all expenses which it may incur and to protect it against all liability, except liability which may result from its negligence or willful misconduct, by reason of any action so taken. (n) The Trustee may use the services of an agent to carry out the duties, responsibilities and obligations required of the Trustee hereunder and where the Trustee is required to act, the agent of the Trustee may act in the place and stead of the Trustee; provided, however, that the use of any agent does not relieve the Trustee of any of its obligations under the Indenture. Where any act is to be performed or any event is to occur under the Indenture at the designated corporate trust office of the Trustee, such act or event may be performed or occur, as the case may be, at the office of the agent of the Trustee. (o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability (except for the acceleration of the Bonds under Section 7.2(a)) is not assured to it. (p) The Trustee may not serve as the provider of any financial guaranty instrument under this Indenture or any subsequent supplemental indenture. (q) The Trustee is not liable to the Corporation or the County for any loss suffered as a result of or in connection with any investment of funds made by the Trustee in good faith as instructed by or approved by the County. (r) The Trustee is not accountable for the use by the Corporation or the County of the proceeds of the Bonds. (s) The Trustee has no duty or responsibility to examine or review, and has no liability for the contents of, any documents submitted or delivered to any Owner in the nature of a preliminary or final placement memorandum, official statement, offering circular or similar disclosure document and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (t) The Trustee is not liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts, relating to the Mortgaged Property. The Trustee has no duty to inspect the Mortgaged Property or to verify the Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 37 35 truthfulness or accuracy of the certifications made by the Corporation with respect to the Trustee’s disbursements for Cost of Acquisition and Construction in accordance with this Indenture and the Contract. (u) The Trustee shall have the right to accept and act upon instructions or directions, including funds transfer instructions, pursuant to this Indenture sent by Electronic Means. As used in this Section, “Electronic Means” means unsecured e-mail as a portable document format (“pdf”) or other replicating image attached to an email, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Corporation and the County, as applicable, shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions (“Authorized Officers”), which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Corporation or the County elects to give the Trustee instructions via Electronic Means and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Corporation agrees that the Trustee cannot determine the identity of the actual sender of such instructions and that the Trustee shall conclusively presume that instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Corporation shall be responsible for ensuring that only Authorized Officers transmit such instructions to the Trustee, and the Corporation and the Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and authentication keys provided by the Trustee. The Trustee shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Corporation agrees (i) to assume all risks arising out of the use of such Electronic Means to submit instructions and direction to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions and the risk or interception and misuse by third parties, provided that such unauthorized instructions, interception or misuse was not due to the Trustee’s negligence or the compromise of Trustee’s security systems; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Corporation; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) that it will notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 8.2 Fees and Expenses of Trustee. The Trustee is entitled to payment and reimbursement for its reasonable fees for its services rendered hereunder as and when the same become due and all expenses (including, but not limited to, attorney’s fees, costs and expenses) reasonably and necessarily made or incurred by the Trustee in connection with such services as and when the same become due as provided in Section 4.7 of the Contract. Section 8.3 Resignation or Replacement of Trustee. The Trustee may resign by giving written notice to the County, the Corporation and the LGC not less than 60 days before such resignation is to take effect. Such resignation shall take effect only on the appointment of a successor qualified as provided in the third paragraph of this Section 8.3. The Trustee may be removed at any time upon thirty (30) days’ prior notice (1) by the Corporation, at the direction of the County or (2) by an instrument in writing, executed by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. The Corporation may not, however, remove the Trustee if an Event of Default under this Indenture has occurred and is Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 38 36 continuing. No removal will be effective until a successor Trustee qualified as provided in the third paragraph of this Section 8.3 has been appointed and until such appointment has been accepted. If the Trustee resigns or is removed or otherwise becomes incapable of acting, a successor may be appointed by the County, or if there is an “Event of Default” by the County as provided in Section 12.1 of the Contract, by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding by an instrument or concurrent instruments signed by such Owners, or their attorneys-in-fact duly appointed; provided that the Corporation may, by an instrument executed by it, appoint a successor until a new successor is appointed by the Owners as herein authorized. The County, on making such appointment, shall forthwith give notice thereof to each Owner, the LGC and to the Corporation, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the County shall immediately and without further act be superseded by a successor appointed in the manner above provided by the Owners of a majority in aggregate principal amount of the Bonds Outstanding. If no successor Trustee shall have been so appointed and accepted appointment within 60 days of any resignation, removal, incapability or the occurrence of a vacancy in the office of Trustee in the manner herein provided, the Trustee or any Owner may, at the expense of the County, petition any court of competent jurisdiction for the appointment of a successor Trustee until a successor shall have been appointed as above provided. Subject to Section 8.4, every successor shall always be a bank, trust company or financial institution in good standing, qualified to act hereunder, and having a capital and surplus of not less than $100,000,000. Any successor appointed hereunder shall execute, acknowledge and deliver to the County and to the Corporation an instrument accepting such appointment hereunder and certifying that it is qualified to serve as successor Trustee hereunder, and thereon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the reasonable written demand of its successor and the payment of all of its outstanding fees, costs and expenses, execute and deliver an instrument conveying and transferring to such successor, on the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and money held by it under this Indenture. Should any instrument in writing from the County or the Corporation be required by any successor for more fully vesting in and confirming to it, the said deeds, conveyances and instruments in writing shall be made, executed, acknowledged and delivered by the County or the Corporation on request of such successor. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where this Indenture has been filed or recorded. Section 8.4 Conversion, Consolidation or Merger of Trustee. Any bank, trust company or financial institution (a) into which the Trustee or its successor may be converted or merged, or with which it may be consolidated, (b) resulting from any merger or consolidation to which the Trustee or its successor is a party, or (c) to which it may sell or transfer all or substantially all of its corporate trust business, shall be the successor of the Trustee under this Indenture with the same rights, powers, duties and obligations and subject to the same restrictions, limitations and liabilities as its predecessor, all without the execution or filing of any papers or any further act on the part of any of the parties hereto or thereto, anything herein or therein to the contrary notwithstanding; provided, however, that such merged or successor entity meets the qualifications of a successor Trustee under Section 8.3. If any of the Bonds to be executed and delivered hereunder have been authenticated, but not delivered, any successor Trustee may adopt the certificate of any predecessor Trustee, and deliver the same as authenticated; and, if any of such Bonds have not been Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 39 37 authenticated, the Corporation may authenticate the Bond and any successor Trustee may deliver the same in the manner provided in Article II of this Indenture. Section 8.5 Intervention by Trustee. In any judicial proceeding to which the Corporation or the County is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Owners of the Bonds, the Trustee may intervene on behalf of Owners of the Bonds, and shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount in Bonds then Outstanding, so long as they have provided satisfactory indemnity pursuant to Section 8.1(m). Section 8.6 E-Verify. The Trustee understands that “E-Verify” is a federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with Section 64-25(5) of the General Statutes of North Carolina, as amended. The Trustee uses E-Verify to verify the work authorization of its employees in accordance with Section 64-26(a) of the General Statutes of North Carolina, as amended. The Trustee will require that any subcontractor that it uses in connection with the transactions contemplated by this Indenture certify to such subcontractor's compliance with E-Verify. [END OF ARTICLE VIII] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 40 38 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE CONTRACT Section 9.1 Supplemental Indentures Not Requiring Consent of Owners. The Trustee and the Corporation may, with the written consent of the County, but without the consent of, or notice to, the Owners, enter into such indentures supplemental hereto for any one or more or all of the following purposes: (a) To add to the covenants and agreements of the Corporation contained in this Indenture other covenants and agreements to be thereafter observed by the Corporation or to surrender any rights or powers herein reserved to or conferred upon the Corporation which are not contrary to or inconsistent with this Indenture as then in effect; (b) To cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained in this Indenture, or to make any provisions with respect to matters arising under this Indenture or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the Owners; (c) To grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners or the Trustee which are not contrary to or inconsistent with this Indenture as then in effect or to subject to the pledge and lien of this Indenture additional revenues, properties, or collateral; (d) To modify, alter, supplement or amend this Indenture in such manner as shall permit the qualification of this Indenture, if required, under the Trust Indenture Act of 1939 or, the Securities Act of 1933, as from time to time amended, or any similar federal statute hereafter in effect; (e) To make any other change herein that is determined by the Trustee to be not materially adverse to the interests of the Owners and which does not involve a change requiring consents of specific Owners; or (f) To execute and deliver Additional Bonds as provided in Section 2.11. Section 9.2 Supplemental Indentures Requiring Consent of Owners. Exclusive of supplemental indentures covered by Section 9.1, the written consent of the County and the LGC and the consent of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding is required for the execution by the Corporation and the Trustee of any indenture or indentures supplemental hereto; provided, however, that (1) if such supplemental indenture will, by its terms, not take effect so long as any Bonds so affected remain Outstanding, the consent of the holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section, and (2) without the consent of the LGC and the Owners of all the Bonds at the time Outstanding affected thereby nothing herein contained shall permit, or be construed as permitting: (a) A change in the terms of prepayment or maturity of the principal amount of or the interest with respect to any Outstanding Bond, or a reduction in the principal amount of or premium payable on any prepayment of any Outstanding Bond or the rate of interest with respect thereto; (b) The deprivation of the Owner of any Bond then Outstanding of the lien created by this Indenture (other than as originally permitted hereby); Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 41 39 (c) A privilege or priority of any Bond or Bonds over any other Bond or Bonds; or (d) A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture. If at any time the County or the Corporation requests the Trustee to enter into such supplemental indenture for any of the purposes of this Section, the Trustee shall, on being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by first class mail to the Owners of the Bonds then Outstanding at the address shown on the registration books maintained by the Trustee (or by such other method as permitted by the Owners). Such notice shall be prepared by the County or the Corporation, shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all Owners. If, within 60 days or such longer period as is prescribed by the County following the giving of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding at the time of the execution of any such supplemental indenture have consented to and approved the execution thereof as herein provided, no Owner has any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Corporation from executing the same or from taking any action pursuant to the provisions thereof. The consent by the purchaser of a series of Additional Bonds constitutes the consent of the Owners of that series of Additional Bonds. Any consent or request by the Owners of any Bond is conclusive and binding on such Owner and on all future Owners of the Bonds and of any Bonds executed and delivered on the transfer of any Bond, whether or not notation of such consent or request is made on the Bond. The Trustee is not obligated to consent to any amendment, change or modification of the Contract or the Deed of Trustee under Section 9.4 or Section 9.5 which affects its rights, duties or immunities thereunder or under this Indenture and prior to giving such consent there shall be delivered to the Trustee an Opinion of Counsel, upon which the Trustee shall conclusively rely, to the effect that such amendment, change or modification is authorized or permitted by the terms of this Indenture. Section 9.3 Execution of Supplemental Indenture. The Trustee is authorized to join with the Corporation in the execution of any such supplemental indenture and to make further agreements and stipulations which may be contained therein, but the Trustee is not obligated to enter into any such supplemental indenture which affects its rights, duties or immunities under this Indenture. Subject to Section 8.1 herein, the Trustee is entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and will, upon the execution and delivery thereof, be valid and binding in accordance with its terms. Any supplemental indenture executed in accordance with the provisions of this Article shall thereafter form a part of this Indenture; and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be deemed to be part of this Indenture for any and all purposes. In case of the execution and delivery of any supplemental indenture, express reference may be made thereto in the text of the Bonds executed and delivered thereafter, if any, if deemed necessary or desirable by the Trustee. Section 9.4 Amendments to the Contract or the Deed of Trust Not Requiring Consent of Owners. The Corporation and the Trustee may, with the written consent of the County, but without the consent of or notice to the Owners, consent to any amendment, change or modification of the Contract or the Deed of Trust as may be required (a) by the provisions of the Contract, the Deed of Trust or this Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 42 40 Indenture; (b) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission in the Contract or the Deed of Trust; (c) to more precisely identify the Mortgaged Property or to add or substitute improvements acquired in accordance with the Contract, the Deed of Trust and this Indenture; (d) to execute and deliver Additional Bonds as provided in Section 2.11; (e) to amend the County’s continuing disclosure obligation as provided in any supplement or amendment to the Contract; or (f) in connection with any other change therein which does not materially adversely affect the interests of the existing Owners. Subject to Section 8.1 herein, the Trustee is entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that such amendment, change or modification of the Contract or the Deed of Trust is authorized or permitted by this Indenture, the Contract and the Deed of Trust and will, upon the execution and delivery thereof, be valid and binding in accordance with its terms. Section 9.5 Amendments to the Contract or the Deed of Trust Requiring Consent of Owners. Except for the amendments, changes or modifications permitted by Section 9.4, neither the Corporation nor the Trustee shall consent to any other amendment, change or modification of the Contract or the Deed of Trust without the giving of notice thereof to the LGC and to the Owners and receipt of consent by the LGC and the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and procured as provided in Section 9.2. If the County and the Corporation requests the consent of the Trustee to any such proposed amendment, change or modification of the Contract or the Deed of Trust, the Trustee shall, on being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided in Section 9.2. Such notice shall be prepared by the County or the Corporation, shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the designated corporate trust office of the Trustee for inspection by all Owners. The consent by the purchaser of a series of Additional Bonds constitutes the consent of the Owners of that series of Additional Bonds. Section 9.6 Consent of Initial Purchaser, Underwriters or Remarketing Agent. Notwithstanding anything in this Indenture to the contrary, (1) any initial purchaser, underwriter or remarketing agent holding any Bonds may, regardless of its intent to sell or distribute such Bonds in the future, consent as the Owner of such Bonds to any amendment or supplemental indenture as required by this Article IX, including any amendment or supplemental indenture that adversely affects the interests of other Owners and (2) any such holder providing its consent under this Section shall not be entitled to receive, nor shall the County be required to provide, any prior notice or other documentation regarding such amendment or supplemental indenture. [END OF ARTICLE IX] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 43 41 ARTICLE X MISCELLANEOUS Section 10.1 Evidence of Signature of Owners and Ownership of Bonds. Any request, consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys appointed in writing. Proof of the execution of any such instrument or of an instrument appointing any such attorney, or the ownership of Bonds is sufficient (except as otherwise herein expressly provided) if made in the following manner, but the Trustee may, nevertheless, in its discretion require further or other proof in cases where it deems the same desirable: (a) The fact and date of the execution by any Owner or his or her attorney of such instrument may be proved by the certificate of any officer authorized to take acknowledgments in the jurisdiction in which he or she purports to act that the person signing such request or other instrument acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before a notary public. (b) The ownership of the Bonds shall be proved by the registration books kept under the provisions of Section 2.9. Any request or consent of the Owner of any Bond binds all future Owners of such Bond in respect of anything done or suffered to be done by the County or the Trustee in accordance therewith. Section 10.2 Covenants of Corporation. The Corporation agrees that the Trustee as assignee of the Corporation under the Contract may enforce, in its name or in the name of the Corporation, all rights of the Corporation and all obligations of the County under the Contract, for and on behalf of the Owners, whether or not the Corporation is in default under this Indenture. The Trustee and the Corporation hereby agree that the Corporation is not obligated to make any payments or to take any other action with respect to the Mortgaged Property under the Contract. Section 10.3 Inspection of the Mortgaged Property. The Trustee and its duly authorized agents have the right, on reasonable notice to the County, at all reasonable times, to examine and inspect the Mortgaged Property. The Trustee and its duly authorized agents shall also be permitted, at all reasonable times, to examine the books, records, reports and other papers of the County with respect to the Mortgaged Property. Before taking any action hereunder or under the Deed of Trust which would result in the Trustee acquiring title to or taking possession of any portion or all of the Mortgaged Property, the Trustee may require such environmental inspections and tests of the Mortgaged Property and other environmental reviews as the Trustee deems necessary and, if the Trustee determines that the taking of title or possession of all or any portion of the Mortgaged Property will expose the Trustee to claims or damages resulting from environmental or ecological conditions in any way relating to the Projects or any activities at the Mortgaged Property, the Trustee may require indemnification prior to taking title to or possession of the Mortgaged Property and the Trustee shall not be required to take any foreclosure action with respect to the Mortgaged Property if it reasonably determines that the approval of a governmental regulator that cannot be obtained is necessary for such foreclosure action. Section 10.4 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer on, or to give to any person other than the County, the Corporation, the Trustee and the Owners, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Corporation or the Trustee shall be for the sole and exclusive benefit of the County, the Corporation, the Trustee and the Owners. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 44 42 Section 10.5 Titles, Headings and Captions. The titles, captions and headings of the articles, sections and subdivisions of this Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. Section 10.6 Severability. If any provision of this Indenture, other than Section 2.3, is held invalid, inoperative, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. If any one or more of the provisions provided in this Indenture shall be construed to be held invalid, inoperative, or unenforceable, the parties hereto shall, in the alternative, agree to replace such provision with a lawful provision which most nearly approximates the provision held to be invalid, inoperative, or unenforceable. Section 10.7 Governing Law. This Indenture shall be construed, interpreted, governed and enforced in accordance with the laws and Constitution of the State without regard to conflict of law principles. Section 10.8 Execution in Counterparts, Electronic Signatures. This Indenture may be executed in any number of counterparts, by manual, facsimile, digital, electronic or .pdf file signatures, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. An executed copy of this Indenture delivered by Electronic Means will be deemed to have the same legal effect as delivery of a manual signed copy of this Indenture. This Indenture and related documents may be sent and stored by Electronic Means. Section 10.9 Notices. All notices, certificates or other communications are sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid (or, with respect to notices delivered to the County, the Corporation or the Trustee, by Electronic Means with confirmation of delivery receipt (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section)), as follows: If to the County: County of New Hanover, North Carolina 230 Government Center Drive Suite 165 Wilmington, North Carolina 28403 Attention: Chief Financial Officer If to the Corporation: New Hanover County Financing Corporation c/o County of New Hanover, North Carolina 230 Government Center Drive Suite 165 Wilmington, North Carolina 28403 Attention: Chief Financial Officer If to the Trustee: U.S. Bank Trust Company, National Association 214 North Tryon Street, 27th Floor Charlotte, North Carolina 28202-1078 CN-NC-H27A Attention: Shawna L. Hale All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The County agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 45 43 communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The County, the Corporation, and the Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent, including electronic delivery. Section 10.10 Payments Due on Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture and no interest shall accrue on the payment so deferred during the intervening period. Section 10.11 Corporation, County, and Trustee Representatives. Whenever under the provisions hereof the approval of the Corporation, the County or the Trustee is required, or the County, the Corporation or the Trustee is required to take some action at the request of the other, unless otherwise provided, such approval or such request shall be given for the Corporation by a Corporation Representative, for the County by a County Representative and for the Trustee by a Trustee Representative, and the Corporation, the County and the Trustee shall be authorized to act on any such approval or request. Section 10.12 USA Patriot Act. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Trustee asks for documentation to verify its formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. [END OF ARTICLE X] [SIGNATURES BEGIN ON FOLLOWING PAGES] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 46 SIGNATURE PAGE 1 IN WITNESS WHEREOF, the Corporation and the Trustee have caused this Indenture to be executed in their respective corporate names as of the date first above written. NEW HANOVER COUNTY FINANCING CORPORATION By: Bill Rivenbark President [SIGNATURES CONTINUED ON FOLLOWING PAGES] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 47 SIGNATURE PAGE 2 [COUNTERPART SIGNATURE PAGE TO THE INDENTURE] U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Shawna L. Hale Vice President Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 48 A-1 EXHIBIT A FORM OF 2024 BONDS R- $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA LIMITED OBLIGATION BOND (COUNTY OF NEW HANOVER, NORTH CAROLINA), SERIES 2024 EVIDENCING A PROPORTIONATE UNDIVIDED INTEREST IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO AN INSTALLMENT FINANCING CONTRACT BETWEEN THE NEW HANOVER COUNTY FINANCING CORPORATION AND THE COUNTY OF NEW HANOVER, NORTH CAROLINA INTEREST RATE MATURITY DATE DATED DATE CUSIP % October 1, 20__ September 18, 2024 64480P____ REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS THIS CERTIFIES THAT THE REGISTERED OWNER (named above), or registered assigns, has a proportionate undivided interest in rights to receive certain revenues, as described below, pursuant to a certain Installment Financing Contract dated as of September 1, 2024 (which agreement as from time to time amended is referred to herein as the “Contract”), between the NEW HANOVER COUNTY FINANCING CORPORATION (the “Corporation”) and the COUNTY OF NEW HANOVER, NORTH CAROLINA, a political subdivision of the State of North Carolina (the “County”). The interest of the Owner of this Bond (this “2024 Bond”) is secured as provided in the Indenture of Trust dated as of September 1, 2024 (the “Indenture”) between the Corporation and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), for the registered owners of the 2024 Bonds (the “Owners”), by which the rights (with certain exceptions) of the Corporation, under the Contract, have been assigned by the Corporation to the Trustee for the benefit of the Owners. Pursuant to the Contract and the Indenture, the Owner hereof is entitled to receive, solely out of and to the extent available from the sources hereinafter identified, on the Maturity Date stated above (or earlier as hereinafter provided), the Principal Sum stated above, and interest with respect thereto from the Dated Date (shown above) at the interest rate per annum stated above computed on the basis of a 360-day year of twelve 30-day months, payable commencing on April 1, 2025 and semiannually thereafter on April 1 and October 1 in each year until payment in full of such Principal Sum. Principal with respect to this 2024 Bond is payable in lawful money of the United States of America at the designated corporate trust office of the Trustee, or that of its successor. Interest with respect to this 2024 Bond will be paid by the Trustee by check or wire transfer mailed on the Interest Payment Date to each Owner as its name and address appear on the register kept by the Trustee at the close on the fifteenth day (whether or not a Business Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 49 A-2 Day) of the month next preceding an Interest Payment Date (the “Record Date”). At the written request of any Owner of at least $1,000,000 in aggregate principal amount of the 2024 Bonds, principal and interest may be payable by wire transfer at the address specified in writing by the Owner by the Record Date. As long as Cede & Co. or another DTC nominee is the registered owner of this 2024 Bond, the Trustee shall make all payments with respect to this 2024 Bond by wire transfer in immediately available funds. The 2024 Bonds will be delivered by means of a book-entry system with no physical distribution of 2024 Bonds made to the public. One 2024 Bond for each maturity will be executed and delivered to The Depository Trust Company (“DTC”) and immobilized in its custody. A book-entry system will be employed, evidencing ownership of the 2024 Bonds in principal amounts in the denomination of $5,000 or any integral multiple thereof (“Authorized Denominations”), with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. While DTC or its nominee is the registered owner of this 2024 Bond, payments of principal and interest will be made to DTC or its nominee in accordance with existing arrangements by wire transfer in immediately available funds. The County and the Trustee will not be responsible or liable for maintaining, supervising, or reviewing the records maintained by DTC, its participants or persons acting through such participants. If (a) DTC determines not to continue to act as securities depository for the 2024 Bonds or (b) the County determines that the continuation of the book entry system of evidence and transfer of ownership of the 2024 Bonds would adversely affect the interests of the County or the Beneficial Owners of the 2024 Bonds, the County will discontinue the book entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the Trustee will authenticate and deliver replacement 2024 Bonds in the form of fully registered 2024 Bonds in accordance with DTC rules and procedures. The County, the Corporation, and the Trustee do not have any responsibility or obligations with respect to (a) the accuracy of any records maintained by DTC; (b) the payment by DTC of any amount due to any Beneficial Owners in respect of the principal and interest with respect to the 2024 Bonds; (c) the delivery or timeliness of delivery by DTC of any notice which is required or permitted under the terms of the Contract or Indenture to be given to Owners; (d) the selection of Owners to receive payments in the event of any partial prepayment of the 2024 Bonds; or (e) any consent given or other action taken by DTC, or its nominee. EACH 2024 BOND EVIDENCES A PROPORTIONATE UNDIVIDED INTEREST IN THE RIGHT TO RECEIVE CERTAIN REVENUES UNDER THE CONTRACT. THE OBLIGATION OF THE COUNTY TO MAKE INSTALLMENT PAYMENTS AND ADDITIONAL PAYMENTS IS A LIMITED OBLIGATION OF THE COUNTY, PAYABLE SOLELY FROM CURRENTLY BUDGETED APPROPRIATIONS OF THE COUNTY; DOES NOT CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF NORTH CAROLINA; AND DOES NOT CONSTITUTE A DIRECT OR INDIRECT PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF NORTH CAROLINA. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR ANY BREACH OF THE CONTRACT, THIS INDENTURE OR THE DEED OF TRUST, AND THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEY DUE UNDER THIS INDENTURE, THE CONTRACT OR THE DEED OF TRUST. Each capitalized, undefined term used herein has the meaning ascribed thereto in the Contract and the Indenture. This 2024 Bond is one of the Bonds evidencing proportionate undivided interests in rights to receive certain revenues (the “Revenues”) pursuant to the Contract and the Indenture, in an aggregate Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 50 A-3 principal amount of $[AMOUNT] executed and delivered under the Indenture in order to finance (a) the construction, equipping and furnishing of a new library, (b) the construction, equipping and furnishing of two fire stations, (c) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (d) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center (collectively, the “2024 Projects” and, initially, the “Projects”). The 2024 Bonds and any Additional Bonds that may be executed and delivered under the Indenture will be parity obligations. Under the Contract, the Corporation has agreed to advance to the County the Purchase Price, the proceeds from which will be used to pay the capital costs of the Projects, and the County has agreed to pay directly to the Trustee semiannual payments (the “Installment Payments”) in repayment of the Purchase Price, the proceeds of which are required by the Indenture to be distributed by the Trustee to the payment of the principal, premium, if any, and interest with respect to the Bonds. In addition to the Installment Payments, the County has agreed to make certain other payments (the “Additional Payments”) sufficient to pay the fees and expenses of the Trustee and the Corporation and other expenses required to be paid by the County under the Contract. The County has covenanted in the Contract to pay the Installment Payments and the Additional Payments as they become due and has executed and delivered as security for that payment obligation the Deed of Trust, Security Agreement and Fixture Filing dated as of September 1, 2024 (the “Deed of Trust”) from the County to the Deed of Trust trustee named therein for the benefit of the Corporation with respect to the Mortgaged Property. If the Contract is terminated by reason of an Event of Default, the principal amount of this 2024 Bond and the interest with respect thereto will be payable from such money, if any, as may be available for such purpose, including any money received by the Trustee from the sale, lease, sublease or other disposition of the Mortgaged Property pursuant to the Deed of Trust. The Contract may also be terminated if the County exercises its option to prepay in full the Purchase Price. If the County prepays the Purchase Price in full, the proceeds thereof are required to be used to pay the principal, premium, if any, and interest with respect to the Bonds. Reference is hereby made to the Contract and the Indenture for a description of the rights, duties and obligations of the County, the Corporation, the Trustee and the Owners, the terms on which the 2024 Bonds are secured, the terms and conditions on which the 2024 Bonds will be deemed to be paid at or before maturity or prepayment of the 2024 Bonds on the making of provision for the full or partial payment thereof, and the rights of the Owners on the occurrence of an Event of Default or circumstances under which Additional Bonds can be executed and delivered. Subject to the execution and delivery of any Additional Bonds in accordance with the Indenture, if the County pays all Installment Payments due under the Contract through October 1, 20[44] and otherwise complies with its obligations under the Contract through such date, the Indenture and the Contract provide that the Trustee shall release the lien of the Indenture on October 1, 20[44]. The 2024 Bonds are executed and delivered solely as fully registered Bonds without coupons in Authorized Denominations. Except as set forth above, this 2024 Bond is transferable by the Owner hereof in person or by his or her attorney duly authorized in writing on the registration books kept at the designated corporate trust office of the Trustee on surrender of this 2024 Bond together with a duly executed written instrument of transfer satisfactory to the Trustee. On such transfer, a new fully registered 2024 Bonds or Bonds without coupons of the same maturity, of Authorized Denominations, for the same aggregate principal amount, will be executed and delivered to the transferee in exchange herefor, all on payment of the charges and subject to the terms and conditions set forth in the Indenture. The Trustee shall deem the person in whose name this 2024 Bond is registered as the absolute owner hereof, whether or not this 2024 Bond shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the County nor the Trustee shall be affected by any notice to the contrary. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 51 A-4 [to update at pricing as necessary] The 2024 Bonds maturing on or before October 1, 2034 are not subject to optional prepayment before their maturities. The 2024 Bonds maturing on or after October 1, 2035 are subject to optional prepayment in whole or in part on any date on or after October 1, 2034 at the option of the County, at the prepayment price equal to 100% of the principal amount of such 2024 Bonds to be prepaid, together with accrued interest to the date fixed for prepayment. [The 2024 Bonds maturing on October 1, 20__ (the “Term Bonds”) are subject to mandatory sinking fund prepayment on October 1 in the years and in the amounts set forth below from the principal components of the Installment Payments required to be paid by the County under the Contract with respect to each such prepayment date, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, together with accrued interest with respect thereto to the prepayment date, without premium, as follows: YEAR AMOUNT _______________ *Maturity. At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the County may receive a credit in respect of its mandatory prepayment obligation for any portion of the Term Bonds which before said date has been prepaid (otherwise than through mandatory prepayment under the Indenture) and canceled by the Trustee and not theretofore applied as a credit against any mandatory prepayment obligation. Each such portion of the Term Bonds so prepaid and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof against the Installment Payment obligation corresponding to such mandatory prepayment date. To the extent that the aggregate principal amount of such portion of the Term Bonds exceeds the Installment Payment obligation on such mandatory prepayment date, any excess over such amount shall be credited against future Installment Payment obligations with respect to the Term Bonds, as directed by the County, and the principal amount of the Term Bonds to be prepaid shall be accordingly reduced. The County must on or before the 45th day next preceding each such mandatory prepayment date furnish the Trustee with its certificate indicating to what extent the provisions of the preceding paragraph are to be availed with respect to such mandatory prepayment.] In the case of any optional prepayment in part, the 2024 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 2024 Bonds is discontinued as provided in the Indenture, by lot within a maturity in such manner as the Trustee in its discretion may determine. If a 2024 Bond subject to prepayment is in a denomination larger than the minimum Authorized Denomination, a portion of such 2024 Bond may be prepaid, but only in a principal amount such that the unprepaid portion of such 2024 Bond is equal to an Authorized Denomination. For any 2024 Bond in a denomination of more than the minimum Authorized Denomination, the Trustee shall treat each such 2024 Bond as representing a single 2024 Bond in the minimum Authorized Denomination plus that number of 2024 Bonds that is obtained by dividing the remaining principal amount of such 2024 Bond by the minimum Authorized Denomination. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 52 A-5 If it is determined that one or more, but not all, of the Authorized Denominations of principal amount represented by any 2024 Bond is to be called for prepayment, then, on notice of intention to prepay such Authorized Denominations of principal amount with respect to such 2024 Bond, the Owner of such 2024 Bond, on surrender of such 2024 Bond to the Trustee for payment of the principal amount with respect to such 2024 Bond, will be entitled to receive new 2024 Bonds in the aggregate principal amount of the unprepaid balance of the principal amount with respect to such 2024 Bond. New 2024 Bonds representing the unprepaid balance of the principal amount with respect to such 2024 Bonds will be executed and delivered to the Owner thereof without charge therefor. If the Owner of any 2024 Bond of a denomination greater than the amount being prepaid fails to present such 2024 Bond to the Trustee for payment and exchange as aforesaid, such 2024 Bond will, nevertheless, become due and payable on the date fixed for prepayment to the extent of the denomination being prepaid and to that extent only. Notice of prepayment identifying the 2024 Bonds or portions thereof to be prepaid shall be given by the Trustee in writing not less than 30 days nor more than 60 days before the date fixed for prepayment by Electronic Means or by first class mail, postage prepaid (or, in the case of notice to DTC, by registered or certified mail or otherwise in accordance with DTC’s then-existing rules and procedures) (1) to DTC or its nominee or to the then-existing securities depositories, or (2) if DTC or its nominee or another securities depository is no longer the Owner of the 2024 Bonds, to the then-registered Owners of the 2024 Bonds to be prepaid at their addresses appearing on the registration books maintained by the Trustee, (3) to the LGC, and (4) to the Municipal Securities Rule Making Board (the “MSRB”) via its Electronic Municipal Marketplace Access (“EMMA”) system (or any successor thereto); provided however, that the Trustee shall have no liability to any party in connection with any failure to timely file any notice with the MSRB via its EMMA system (or any successor thereto) and the sole remedy for any such failure shall be an action by the Owners in mandamus for specific performance or similar remedy to compel performance. Notwithstanding the foregoing, (1) if notice is given, the failure to receive an appropriate notice shall not affect the validity of the proceedings for such prepayment, (2) the failure to give any such notice or any defect therein shall not affect the validity of the proceedings for the prepayment of the 2024 Bonds or portions thereof with respect to which notice was correctly given, and (3) the failure to give any such notice to the LGC or the MSRB, or any defect therein, shall not affect the validity of any proceedings for the prepayment of the 2024 Bonds. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. In the case of an optional prepayment of the 2024 Bonds, the prepayment notice may state that (1) it is conditioned upon the deposit of money with the Trustee on the prepayment date at the time and in an amount equal to the amount necessary to effect the prepayment and such notice will be of no effect unless such money is so deposited, and (2) the County retains the right to rescind the prepayment notice on or prior to the scheduled prepayment date, and such notice and optional prepayment shall be of no effect if such money is not so deposited or if the notice is rescinded as described in the Indenture. The Indenture permits amendments thereto and to the Contract and the Deed of Trust on the agreement of the Corporation and the Trustee and with the approval of the Owners of not less than a majority or, in certain instances, 100% in aggregate principal amount of the Bonds at the time Outstanding. The Indenture also contains provisions permitting the Corporation and the Trustee to enter into amendments to the Indenture and the Contract without the consent of the Owners of the Bonds for certain purposes. Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 53 A-6 Any consent or request by the Owner of this 2024 Bond is conclusive and binding on such Owner and on all future Owners of this 2024 Bond and of any Bond executed and delivered on the transfer of this 2024 Bond, whether or not notation of such consent or request is made on this 2024 Bond. This 2024 Bond is executed and delivered with the intent that the laws of the State of North Carolina shall govern its legality, validity, enforceability and construction, without regard to conflict of law principles. This 2024 Bond is not entitled to any right or benefit under the Indenture, or valid or obligatory for any purposes until this 2024 Bond has been authenticated by the execution by the Trustee, or its successors as Trustee, of the certificate of authentication inscribed hereon. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 54 SIGNATURE PAGE 1 IN WITNESS WHEREOF, the NEW HANOVER COUNTY FINANCING CORPORATION has caused this 2024 Bond to be executed with the manual or facsimile signature of its President as attested with the manual or facsimile signature of its Secretary as of the Dated Date set forth above. NEW HANOVER COUNTY FINANCING CORPORATION By: Bill Rivenbark President ATTEST: Chris Coudriet Secretary Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 55 SIGNATURE PAGE 2 CERTIFICATE OF AUTHENTICATION This is one of the Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 evidencing a proportionate undivided interest in rights to receive within-mentioned Revenues pursuant to the within-mentioned Contract. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Shawna L. Hale Vice President Dated: September 18, 2024 Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 56 [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code, and Federal Taxpayer Identification or Social Security Number of Assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________________________________________________ Attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _______________ Signature guaranteed by: NOTICE: Signature must be guaranteed by a Participant in the Securities Transfer Agent Medallion Program (“Stamp”) or similar program. NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED Board of Commissioners - June 17, 2024 ITEM: 13- 5 - 57 TH I S P RE L I M I N A R Y O F F I C I A L ST A T E M E N T A N D T H E I N F O R M A T I O N C O N T A I N E D H E R E I N A RE S U B J E C T T O C O M P L E T I O N , A M E N D M E N T O R O T H E R C H A N G E WI T H O U T AN Y N O T I C E . T H E 2 0 2 4 B O N D S D E S C R I B E D H E R E I N M A Y N O T B E S O L D N O R M A Y O F F E R S T O B U Y B E A C CE P T E D P R I O R T O T H E T I M E T H E O F F I C I A L S T A TE M E N T I S DE L I V E R E D IN F I N A L F O R M . U N D E R N O C I R C U M S T A N C E S S H A L L T H I S PR E L I M I N A R Y O F F I C I A L S T A T E M E N T C O N S T I T U T E A N O F F E R TO S E L L O R T H E S O L I C I T A T I O N OF A N O F F E R T O B U Y N O R S H A L L T H E R E B E A N Y S A L E O F T H E 2 0 2 4 B O N D S I N AN Y J U R I S D I C T I O N I N W H I C H S U C H O F F ER , S O LI C I T A T I O N O R S A L E WO U L D B E UN L A W F U L P R I O R T O R E G I S T R A T I O N O R Q U A L I F IC A T I O N U N D E R T H E A P P L I C A B L E S E C U R I T I E S L A W S O F A N Y SU C H J U R I S D I C T I O N . PRELIMINARY OFFICIAL STATEMENT DATED AUGUST __, 2024 Issue - Full Book-Entry In the opinion of Parker Poe Adams & Bernstein, LLP, Bond Counsel, under existing law, (1) assuming compliance by the County with certain requirements of the Internal Revenu e Code of 1986, as amended (the "Code"), the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds (a) is excludable from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal individual alternative minimum tax, provided, however, such portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of computing the alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022, and (2) the portion of the Installment Payment s designated and paid as interest with respect to the 2024 Bonds is exempt from State of North Carolina income taxation. See “TAX TREATMENT” herein. ___________* Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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 Dated: Date of Initial Execution and Delivery Due: October 1, as shown on inside cover page This Official Statement has been prepared by the County of New Hanover, North Carolina (the “County”) to provide information on the Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 (the “2024 Bonds”). Selected information is presented on this cover page for the convenience of the user. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto under “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS-DEFINITIONS.” Security: The 2024 Bonds and all other Bonds outstanding under the Indenture evidence proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract between the New Hanover County Financing Corporation (the “Corporation”) and the County. The performance by the County of its obligations under the Contract, including the obligation to make Installment Payments thereunder, is secured by a Deed of Trust from the County to the Deed of Trust Trustee granting a lien of record on the Mortgaged Property, subject to Permitted Encumbrances. The Corporation has assigned to the Trustee for the benefit of the registered owners of the 2024 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. THE PRINCIPAL AND INTEREST WITH RESPECT TO THE 2024 BONDS ARE PAYABLE SOLELY FROM AMOUNTS PAYABLE BY THE COUNTY UNDER THE CONTRACT AND, TO THE EXTENT PROVIDED IN THE INDENTURE, THE PROCEEDS OF THE SALE OF THE 2024 BONDS, CONDEMNATION AWARDS OR THE SALE OR LEASE OF THE MORTGAGED PROPERTY. NEITHER THE CONTRACT, THE 2024 BONDS NOR THE INTEREST WITH RESPECT THERETO CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN ANY ACTION FOR BREACH OF ANY CONTRACTUAL OBLIGATION TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE CONTRACT, AND THE TAXING POWER OF THE COUNTY IS NOT PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS DUE THE OWNERS OF THE 2024 BONDS. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS ON AN EVENT OF DEFAULT RESULTING FROM THE COUNTY’S FAILURE TO MAKE INSTALLMENT PAYMENTS UNDER THE CONTRACT ARE LIMITED IN THE CONTRACT TO THOSE OF A SECURED PARTY UNDER THE LAWS OF NORTH CAROLINA, INCLUDING FORECLOSING ON THE MORTGAGED PROPERTY IN ACCORDANCE WITH THE DEED OF TRUST AND ARE ON A PARITY WITH THOSE RIGHTS AND REMEDIES AVAILABLE TO THE OWNERS OF ALL BONDS OUTSTANDING UNDER THE INDENTURE. SEE “SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS” HEREIN Prepayment: The 2024 Bonds are subject to optional prepayment before maturity. Issued Pursuant to: The 2024 Bonds will be executed and delivered pursuant to the Indenture. Purpose: The proceeds of the 2024 Bonds will be used by the County to pay the capital costs of (1) the construction, equipping and furnishing of a new library, (2) the construction, equipping and furnishing of two fire stations, (3) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (4) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center. Interest Payment Dates: April 1 and October 1 of each year, beginning April 1, 2025. Denomination: $5,000 and any integral multiple thereof. Closing Date: On or about September 18, 2024. Registration: Full book-entry only; The Depository Trust Company. Trustee: U.S. Bank Trust Company, National Association, Charlotte, North Carolina. Financial Advisor: First Tryon Advisors, Charlotte, North Carolina. Bond Counsel & Corporation Counsel: Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina. County Attorney: K. Jordan Smith, Esq., Wilmington, North Carolina. Underwriter's Counsel: Holland & Knight LLP, New York, New York and Charlotte, North Carolina. PNC CAPITAL MARKETS LLC AUGUST __, 2024 _____________________________ * Preliminary; subject to change. Ratings: Moody’s: S&P: (See “Ratings” herein) Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 1 LIMITED OBLIGATION BONDS (COUNTY OF NEW HANOVER, NORTH CAROLINA), SERIES 2024 MATURITY SCHEDULE* _______________________________ 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 FactSet Research Systems, Inc. Copyright © 2024 CUSIP Global Services. All rights reserved. CUSIP numbers are set forth herein for the convenience of reference only and neither the County, the Corporation, the Underwriter, nor their agents take responsibility for the accuracy of such data. CYield to October 1, ____ call date at 100%. *Preliminary; subject to change. ___________ Serial 2024 Bonds DUE OCTOBER 1 PRINCIPAL AMOUNT INTEREST RATE YIELD CUSIP NO 1 DUE OCTOBER 1 PRINCIPAL AMOUNT INTEREST RATE YIELD CUSIP NO1 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 2 In connection with this offering, the Underwriter may over allot or effect transactions that stabilize or maintain the market price of the 2024 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 2024 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 2024 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 2024 Bonds and the Indenture in accordance with applicable provisions of securities laws of the states in which the 2024 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 2024 Bonds shall under any circumstances create any implication that there has been no change in the affairs of the County since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or comp leteness of such information. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 3 i TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................................................ 1 The County ...................................................................................................................................... 1 Purpose ............................................................................................................................................. 1 Security ............................................................................................................................................ 2 The 2024 Bonds ............................................................................................................................... 2 Book Entry Only .............................................................................................................................. 2 Tax Status ........................................................................................................................................ 3 Professionals .................................................................................................................................... 3 Additional Information .................................................................................................................... 3 THE 2024 BONDS ....................................................................................................................................... 3 Authorization ................................................................................................................................... 3 General ............................................................................................................................................. 4 Prepayment Provisions..................................................................................................................... 4 THE 2024 PROJECTS .................................................................................................................................. 5 ESTIMATED SOURCES AND USES OF FUNDS .................................................................................... 6 SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS .............................................................. 6 Installment Payments and Additional Payments .............................................................................. 6 Budget and Appropriation ................................................................................................................ 7 Deed of Trust ................................................................................................................................... 7 Indenture .......................................................................................................................................... 8 Enforceability ................................................................................................................................... 8 Additional Bonds ............................................................................................................................. 9 AVAILABLE SOURCES FOR PAYMENT OF INSTALLMENT PAYMENTS ...................................... 9 General ............................................................................................................................................. 9 General Fund Revenues ................................................................................................................... 9 INSTALLMENT PAYMENT SCHEDULE .............................................................................................. 11 CERTAIN RISKS OF 2024 BOND OWNERS .......................................................................................... 11 Limited Obligation of the County .................................................................................................. 11 Risk of Nonappropriation .............................................................................................................. 12 Environmental Risks ...................................................................................................................... 12 Value of Collateral ......................................................................................................................... 12 Uninsured or Underinsured Casualty ............................................................................................. 12 Outstanding General Obligation Debt of the County ..................................................................... 13 Other Indebtedness......................................................................................................................... 13 Cybersecurity ................................................................................................................................. 13 Natural Disasters and Climate Change .......................................................................................... 13 Bankruptcy ..................................................................................................................................... 14 THE CORPORATION ............................................................................................................................... 14 THE COUNTY ........................................................................................................................................... 14 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 4 ii General ........................................................................................................................................... 14 Contingent Liabilities and Litigation ............................................................................................. 15 LEGAL MATTERS .................................................................................................................................... 15 Litigation ........................................................................................................................................ 15 Opinions of Counsel ...................................................................................................................... 15 TAX TREATMENT ................................................................................................................................... 15 General ........................................................................................................................................... 15 CONTINUING DISCLOSURE .................................................................................................................. 18 UNDERWRITING ..................................................................................................................................... 21 RATINGS ................................................................................................................................................... 21 FINANCIAL ADVISOR ............................................................................................................................ 21 MISCELLANEOUS ................................................................................................................................... 21 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 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 5 ___________* Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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 (County of New Hanover, North Carolina), Series 2024, in the aggregate principal amount of ___________* (the “2024 Bonds”), which evidence proportionate undivided interests in rights to receive certain Revenues (as defined herein) pursuant to an Installment Financing Contract dated as of September 1, 2024 (the “Contract”), between New Hanover County Financing Corporation (the “Corporation”) and the County of New Hanover, North Carolina (the “County”). The 2024 Bonds will be executed and delivered pursuant to an Indenture of Trust dated as of September 1, 2024 (the “Indenture”), between the Corporation and U.S. Bank Trust Company, National Association, Charlotte, North Carolina (the “Trustee”). Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto. This Introduction provides only certain limited information with respect to the contents of this Official Statement and is expressly qualified by the Official Stat ement 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, 2023 on January __, 2024. PURPOSE The 2024 Bonds are being executed and delivered to provide funds to pay the capital costs of (1) the construction, equipping and furnishing of a new library, (2) the construction, equipping and furnishing of two fire stations, (3) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range, and (4) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center. See the captions “THE 2024 PROJECTS” and “ESTIMATED SOURCES AND USES OF FUNDS” herein. ___________________________ *Preliminary; subject to change. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 6 2 SECURITY The 2024 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 2024 Bonds are secured by such moneys as may be on deposit under the Indenture. The 2024 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 2024 Bonds, the County will execute and deliver to a deed of trust trustee (the “Deed of Trust Trustee”), for the benefit of the Corporation or its assignee, a Deed of Trust, Security Agreement and Fixture Filing d ated as of September 1, 2024 (the “Deed of Trust”), as security for the County’s obligations under the Contract, which grants a lien on the Mortgaged Property (as described under the captions “SECURITY AND SOURCES OF PAYMENT OF 2024 Bonds—DEED OF TRUST herein). The 2024 Bonds will be secured by the lien of the Deed of Trust on the Mortgaged Property. 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 2024 Bonds. See the captions “SECURITY AND SOURCES OF PAYMENT OF 2024 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 2024 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 dispos e 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 2024 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 2024 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 t he Trustee under the Indenture) are insufficient to pay the 2024 Bonds in full. Neither the 2024 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 2024 BONDS” herein. THE 2024 BONDS The 2024 Bonds will be dated their date of initial execution and delivery. Interest is payable on April 1 and October 1 of each year, beginning April 1, 2025, at the rates set forth on the inside cover page of this Official Statement. Principal is payable on October 1 in the years and in the amounts set forth on the inside cover page of this Official Statement. BOOK ENTRY ONLY The 2024 Bonds will be delivered in book entry form only, without physical delivery of bonds. Payments to beneficial owners of the 2024 Bonds will be made by the Trustee through The Depository Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 7 3 Trust Company(“DTC”) and its participants. See “BOOK-ENTRY ONLY SYSTEM” in Appendix E hereto. TAX STATUS In the opinion of Bond Counsel, under existing law, (1) assuming compliance by the County with certain requirements of the Internal Revenue code of 1986, as amended (the "Code"), the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds (a) is excludable from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal individual alternative minimum tax, provided, however, such portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of computing the alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022, and (2) the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds is exempt from State of North Carolina income taxation. See the caption “TAX TREATMENT” herein. PROFESSIONALS PNC Capital Markets LLC (the “Underwriter”) is underwriting the 2024 Bonds. U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, is serving as Trustee with respect to the 2024 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. K. Jordan Smith, Esq. serves as the County Attorney. Holland & Knight LLP is serving as counsel to the Underwriter. ADDITIONAL INFORMATION Additional information and copies in reasonable quantity of the principal financing documents may be obtained during the offering period from PNC Capital Markets LLC, 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210, (704) 571-0671. After the offering period, copies of such documents may be obtained from the Trustee at 214 North Tryon Street, 27th Floor, Charlotte, North Carolina 28202, (651) 443-5893. 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 2024 Bonds. See the caption “CONTINUING DISCLOSURE” herein. THE 2024 BONDS AUTHORIZATION The 2024 Bonds will be executed and delivered pursuant to the Indenture. The 2024 Bonds evidence proportionate undivided interests in the right to receive certain Revenues pursuant to the Contract. The 2024 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 of Commissioners of the County (the “Board”) authorized the County’s execution and delivery of the Contract in a resolution adopted on June 17, 2024. In addition, the County’s execution and delivery of the Contract received the required approval of the North Carolina Local Government Commission (the “LGC”) on August 6, 2024. 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 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 8 4 arrangements in the State. Before approving an installment financing, the LGC must determine, among other things, that (1) the proposed financing is necessary or 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 adequate and not excessive for the local government. GENERAL Payment Terms. The 2024 Bonds will be dated their date of initial execution and delivery. Interest with respect to the 2024 Bonds is payable on each April 1 and October 1 (the “Interest Payment Dates”), beginning April 1, 2025, 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 2024 Bonds is payable on October 1 in the years and amounts set forth on the inside cover page of this Official Statement. The record date for the 2024 Bonds is the fifteenth day (whether or not a Business Day) of the month next 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 2024 Bonds, transfers and exchanges of beneficial ownership interests in the 2024 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 2024 Bonds is registrable by the Owners thereof, and the 2024 Bonds may be exchanged for an equal aggregate, unprepaid principal amount of 2024 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 2024 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 oth er governmental charge required to be paid with respect to such registration or exchange. PREPAYMENT PROVISIONS Optional Prepayment. The 2024 Bonds maturing on or before October 1, ____ are not subject to optional prepayment before their maturities. The 2024 Bonds maturing on October 1, ____ 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 October 1, ____, at a prepayment price equal to 100% of the principal amount to be prepaid, plus accrued interest to the prepayment date. General Prepayment Provisions. If called for prepayment in part, the 2024 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 2024 Bonds is discontinued as provided in the Indenture, by lot within a maturity in such manner as the Trustee in its discretion may determine. Mandatory Sinking Fund Prepayment.. The 2024 Bonds maturing on October 1, 20__ (the “20__ Term Bonds”) are subjecting to mandatory sinking fund prepayment before their scheduled maturity, on October 1, of each year, commencing October 1, 20__, at the prepayment price equal to 100% of the principal amount thereof being prepaid, together with respect thereto to the prepayment date, without premium, in the principal amounts and in the years as follows: Year Principal Amount 20__ 20__* ___________________ *Final Maturity Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 9 5 When 2024 Bonds are to be prepaid in part, the schedule of Installment Payments set forth in the Contract shall be recalculated as necessary by the by the Trustee and verified by the County in the manner required by the Indenture. Notice of prepayment identifying the 2024 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 2024 Bonds, to the then registered Owners of the 2024 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 2024 Bonds or portions thereof with respect to which notice was correctly given and (3) failure to give any such notice to the LGC or the MSRB, or any defect therein, shall not affect the validity of any proceedings for prepayment of the 2024 Bonds. In the case of an optional prepayment of the 2024 Bonds, the prepayment notice may state (1) that it is conditioned upon the deposit of money with the Trustee on the prepayment date at the time and in an amount equal to the amount necessary to effect the prepayment and such notice will be of no effect unless such money is so deposited, and (2) that the County retains the right to rescind t he prepayment notice on or prior to the scheduled prepayment date, and such notice and optional prepayment shall be of no effect if such money is not so deposited or if the notice is rescinded as described in the Indenture. On or before the date fixed for prepayment, funds will be deposited with the Trustee to pay the 2024 Bonds or portions thereof called for prepayment, together with accrued interest t o the prepayment date. On the giving of notice and the deposit of such funds for prepayment pursuant to t he Indenture, interest with respect to the 2024 Bonds or portions thereof so called for prepayment will no longer accrue after the date fixed for prepayment. The 2024 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 2024 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 2024 Bonds will have no rights with respect to such 2024 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 2024 Bonds called for prepayment in part only, a new 2024 Bond or 2024 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 BONDS OUTSTANDING. THE 2024 PROJECTS The 2024 Bonds are being executed and delivered to provide funds to pay capital costs for the following projects: Northchase Project. Approximately $13,253,000 of the proceeds from the 2024 Bonds will be used to finance the construction, equipping and furnishing of the Northchase Library. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 10 6 Castle Hayne Fire Station Project. Approximately $9,398,000 of the proceeds from the 2024 Bonds will be used to finance the construction, equipping and furnishing of the Castle Hayne Fire Station. Gordon Road Fire Station Project. Approximately $12,233,000 of the proceeds from the 2024 Bonds will be used to finance the construction, equipping and furnishing of the Gordon Road Fire Station. Ancillary Improvements and Equipment. Approximately $1,808,000 of the proceeds from the 2024 Bonds will be used to finance (a) the construction of an ammunition warehouse and office/classroom building at the New Hanover County Firing Range and (b) the replacement of the roof and other exterior improvements to the New Hanover County Senior Resource Center. THE 2024 BONDS WILL BE SECURED BY A LIEN OF THE DEED OF TRUST ON THE REAL PROPERTY ON WHICH THE NORTHCHASE LIBRARY IS LOCATED, TOGETHER WITH THE IMPROVEMENTS THEREON, CONSTITUTES THE MORTGAGED PROPERTY UNDER 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 2024 Bonds ___________ [Net] Original Issue Premium ___________ TOTAL $__________ USES OF FUNDS: Costs of Acquisition and Construction $___________ Costs of Delivery1 ___________ TOTAL $___________ ____________ 1 Includes legal fees, printing costs, Underwriter’s discount, title insurance premium, rating agency fees and other miscellaneous transaction costs. SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS The Bonds outstanding under the Indenture evidence proportionate undivided interests in the rights to receive certain Revenues pursuant to the Contract. The 2024 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 Mortgaged Property, (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 2024 Bond is not entitled to receive more than the amount of principal and interest represented by such 2024 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 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 11 7 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 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 2024 Bonds, the County will execute the Deed of Trust as security for its obligations under the Contract granting a security interest in the real property on which Northchase Library is located, together with the improvements located thereon, respectively, subject to certain permitted encumbrances as set forth in the Contract and the Deed of Trust (the “Mortgaged Property”). UPON THE EXECUTION AND DELIVERY OF THE 2024 BONDS, THE NORTHCHASE LIBRARY WILL CONSTITUTE THE “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 $200,000,000 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 are insured by a title insurance policy. Release. So long as there is no event of default under the Deed of Trust, the Trustee 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, either the (1) 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 or (2) the County Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 12 8 (i) provides for the substitution of other real property therefor and the tax, insured or appraised value of the Mortgaged Property remaining after the proposed substitution is not less than the replacement value of the Mortgaged Property (as determined above) immediately before the proposed substitution, (ii) delivers to the Corporation, or its assignee, an opinion of Bond Counsel to the effect that the substitution (A) is permitted by law and under this Deed of Trust and (B) will not adversely affect the tax treatment of any Outstanding Bonds, and (iii) records a modification to this Deed of Trust reflecting such substitution of the Mortgaged Property. (3) in connection with the release of any part of the Mortgaged Property constituting less than the entire Mortgaged Property, such release shall not prohibit the County’s ingress, egress and regress to and from the remainder of the Mortgaged Property not being released, or materially interfere with the use of the remainder of the Mortgaged Property not being released; and (4) in connection with the release of the entire Mortgaged Property, there is paid to the Corporation an amount sufficient to provide for the payment in full of all of the Bonds then Outstanding under the Indenture. INDENTURE Pursuant to the Indenture, the Corporation has assigned to the Trustee for the benefit of the Owners of the 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) and any and all other personal property of every name and nature from time to time by delivery or by writing of any kind specially, pledged or hypothecated, as and for additional security under the Indenture, by the Corporation, or by anyone on its behalf, in favor of the Trustee, which is authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture. ENFORCEABILITY NEITHER THE CONTRACT NOR THE 2024 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 2024 BONDS PURSUANT TO THE CONTRACT. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE 2024 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 2024 Bonds will not constitute a debt or general obligation of the Corporation and will not give the Owners of the 2024 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 foreclo sure 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 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 13 9 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 or on behalf of the County for public purposes, (b) the cost of refunding all or any portion of the Bonds then Outstanding under the Indenture or any other financing obligations of the County, and (c) the Costs of Issuance relating to the execution, delivery and sale of such Additional Bonds. The 2024 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 of Money” in Appendix C. 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, 2023 were $___________. The County’s General Fund revenues for the Fiscal Year ended June 30, 2023 and for the Fiscal Year ended June 30, 2024 were budgeted at $___________ and $___________, respectively. General Fund revenues are derived from various sources including property taxes, which generated approximately _____% of the general fund revenues in the County’s 2024 budget. For the Fiscal Years ended June 30, 2022 and June 30, 2023, the County imposed a property tax of $______ and $______, respectively, per $100 of assessed value. For the Fiscal Year ended June 30, 2024, the County imposed a property tax of $______ per $100, which is expected to generate approximately $___________. 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 $______ per $100 of assessed value for Fiscal Year ended June 30, 2022 and $______ for Fiscal Year ended June 30, 2023. 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, 2023. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 14 10 [The remainder of this page left intentionally blank] Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 15 11 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 optional prepayment) and interest required to be paid under the Contract with respect to the 2024 Bonds executed and delivered pursuant to the Indenture. Totals may not foot due to rounding. 2024 BONDS TOTAL FISCAL YEAR ENDING JUNE 30, PRINCIPAL INTEREST 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 TOTAL $__________ $__________ $__________ CERTAIN RISKS OF 2024 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. The Mortgaged Property includes the real property on which the 2024 Projects are located. 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. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 16 12 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 [Except as described under this caption “Environmental Risks,”] the County is not aware of any recognized environmental conditions with respect to the Mortgaged Property. The County is required under the Deed of Trust to undertake whatever environmental remediation may be required by law. For example, if any portion of the Mortgaged Property 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 [Discuss environmental condition of the Mortgaged Property] by such environmental contamination. VALUE OF COLLATERAL No special appraisal of the Mortgaged Property has been obtained and the amount of proceeds received through foreclosure of the County’s interest in the Mortgaged Property will be affected by a number of factors, including (1) the costs and expenses in enforcing the lien and security, (2) the condition of the Mortgaged Property, (3) the occurrence of any damage, destruction, loss or theft of the Mortgaged Property which is not repaired or replaced and for which there are not received or appropriated moneys from insurance policies or any risk management program, (4) problems relating to the paucity of alternative uses of the facilities arising from their design, zoning restrictions, use restrictions, easements and encumbrances on the Mortgaged Property and (5) environmental problems and risks with respect to the Mortgaged Property. NO REPRESENTATION 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 Mortgaged Property if (1) (a) the Net Proceeds are less than $1,000,000 and (b) a County Representative certifies to the Corporation that such Net Proceeds are not necessary to restore the affected portion of the Mortgaged Property to its intended use or (2) the County uses the Net Proceeds, together with any other available funds of the County that may be necessary, to prepay or defease all of the Outstanding Bonds in accordance with the terms of the Indenture. In such event, the County will direct the Trustee to either deposit such Net Proceeds in the Bond Fund to be applied toward the next payment of principal and interest with respect to the Bonds or in the Prepayment Fund or an escrow fund to effect the prepayment or defeasance of the Outstanding Bonds, as the case may be. 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. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 17 13 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 Outstanding Limited Obligation Bonds and - Other Long-Term Commitments” in Appendix A. 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. 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. NATURAL DISASTERS AND CLIMATE CHANGE The County is susceptible to the effects of severe 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. [to be expanded] Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 18 14 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 2024 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 2024 Bonds. The effect of the other provisions of the United States Bankruptcy Code on the rights and remedies of the holders of the 2024 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 2024 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 2024 Projects and to enter into agreements with the County and other relevant parties to facilitate such essential projects. Pursuant to its articles of incorporation, the Corporation is empowered to buy, hold, own, sell, assign, mortgage or lease any interest in real estate and personal property in the manner contemplated by the Contract and to construct, maintain and operate improvements thereon necessary or incident to the accomplishment of the purpose of promoting the general welfare of the citizens of the County by assisting the County in carrying out its municipal and governmental functions through the acquisition, construction, operation, sale or lease of real estate and improvements, fa cilities 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: Bill Rivenbark President Chris Coudriet Secretary and Vice President Eric Credle Treasurer and Assistant Secretary 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. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 19 15 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 2024 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 2024 Bonds or Contract or which contests the validity or the authority or proceedings for the adoption, authorization, execution or delivery of the 2024 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 2024 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 2024 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 delivered at the time of the delivery of the 2024 Bonds. Certain legal matters will be passed on for the County by K. Jordan Smith, Esq.; for the Corporation by its counsel, Parker Poe Adams & Bernstein LLP; and for the Underwriter by its 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 Underwriter, have represented the Underwriter as counsel in other financing transactions. Neither the County, the Corporation, nor the Underwriter 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 Underwriter on the successful execution and delivery of the 2024 Bonds. TAX TREATMENT GENERAL On the date of execution and delivery of the 2024 Bonds, Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina (“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”), the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds (a) is excludable from gross income for federal income tax purposes, and (b) is not an item of tax preference for purposes of the federal individual alternative minimum tax, however, such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of computing the alternative minimum tax imposed on corporations, for tax years beginning after December 31, 2022. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 20 16 The Code imposes various restrictions, conditions and requirements relating to the exclusion of interest on obligations, such as the 2024 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 2024 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 2024 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 2024 Bonds to maintain the excludability of the portion of the Installment Payments designated and paid as interest with respect to the 2024 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 2024 Bonds in order that the portion of the Installment Payments designated and paid as interest with respect to the 2024 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 2024 Bonds. Failure to comply with certain of such requirements may cause the portion the Installment Payments designated and paid as interest with respect to the 2024 Bonds to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the 2024 Bonds. No other opinion is expressed by Bond Counsel regarding the federal tax consequences of the ownership of or the receipt, accrual, or amount of interest with respect to the 2024 Bonds. If the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds subsequently becomes included in gross income for federal income tax purposes due to a failure by the County to comply with any requirements described above, the County is not required to redeem the 2024 Bonds or to pay any additional interest or penalty. The Internal Revenue Service has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations is includable in gross income for federal income tax purposes. Bond Counsel cannot predict whether the Internal Revenue Service will commence an audit of the 2024 Bonds. Prospective purchasers and owners of the 2024 Bonds are advised that, if the Internal Revenue Service does audit the 2024 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 2024 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 2024 Bonds until the audit is concluded, regardless of the ultimate outcome. Prospective purchasers of the 2024 Bonds should be aware that ownership of the 2024 Bonds and the accrual or receipt of the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds ma y result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property or casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain Subchapter S Corporations with “excess net passive income,” foreign corporations subject to the branch profits tax, life insurance companies and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the 2024 Bonds. Bond Counsel does not express any opinion as to any such collateral tax consequences. Prospective purchasers of the 2024 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 2024 Bonds. No assurance can be given that any future legislation, or clarifications or amendments to the Code, if enacted into law, will not contain provisions which could cause the portion of the Installment Payments designated and paid as interest with Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 21 17 respect to the 2024 Bonds to be subject directly or indirectly to federal, State of North Carolina, or local income taxation, adversely affect the market price or marketability of the 2024 Bonds or otherwise prevent the owners of the 2024 Bonds from realizing the full current benefit of the status of the portion of the Installment Payments designated and paid as interest with respect to the 2024 Bonds. Bond Counsel is further of the opinion that, under existing law, the portion of the Installment Payments designated and paid as interest with respect to the 2024 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 Internal Revenue Service 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 2024 Bonds maturing on October 1, ____ and on October 1, ____ (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 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 t he 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 (which yield is based on the initial public offering price of such OID Bond) at a rate determined by reference to the yield to maturity of each individual OID Bond. The amount treated as original issue discount on an OID Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such OID Bond (determined by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such OID Bond at the beginning of the particular accrual perio d 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 apportioned in equal amounts among the days in such compounding period. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 22 18 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 2024 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 2024 Bonds maturing on October 1, ____ to October 1, ____, inclusive (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 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 Contract, 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 ended June 30, 2024, 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 ended June 30, 2024, 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 tables under the captions “THE COUNTY – DEBT INFORMATION” and “– TAX INFORMATION” (including subheadings thereunder) in Appendix A to this Official Statement (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 paragraph (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 2024 Bonds: 1. principal and interest payment delinquencies; Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 23 19 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; 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 2024 Bonds or other material events affecting the tax status of the 2024 Bonds; 7. modifications of the rights of the Beneficial Owners of the 2024 Bonds, if material; 8. call of any of the 2024 Bonds, excluding mandatory sinking fund prepayment, if material, and tender offers; 9. defeasance of any of the 2024 Bonds; 10. release, substitution, or sale of any property securing repayment of the 2024 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, 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. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 24 20 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 Contract that its undertaking described above is intended to be for the benefit of the Owners and the beneficial owners of the 2024 Bonds and is enforceable by the Trustee at the written direction of an aggregate majority of the Owners of the Bonds then Outstanding and upon receipt of indemnity satisfactory to the Trustee, or by any of them, including an action for specific performance of the County’s obligations described above, but a failure to comply will not be an Event of Default under the Contract and will not result in acceleration of the principal component of Installment Payments. An action must be instituted, had and maintained in the manner provided in the Contract for the benefit of all of the Owners and beneficial owners of the 2024 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 Contract, the County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such in formation, to the extent necessary or appropriate in the judgment of the County, but: (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; and (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 2024 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 th e 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 2024 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. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 25 21 UNDERWRITING The Underwriter has agreed to purchase the 2024 Bonds at a purchase price equal to 100% of the principal amount thereof, plus a [net] original issue premium of $__________ on the 2024 Bonds and less an Underwriter’s discount of $________. The Underwriter is committed to take and pay for all of the 2024 Bonds if any are taken. The Underwriter may offer and sell the 2024 Bonds to certain dealers (including dealers depositing the 2024 Bonds into investment trusts) and others at prices different from the initial public offering prices stated on the inside cover page hereof. The public offering prices may be changed from time to time by the Underwriter. 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 Capital Markets LLC may offer to sell to its affiliate, PNC Investments, LLC (“PNCI”), securities in PNC Capital Markets LLC’s inventory for resale to PNCI’s customers. PNC Bank, National Association has banking and financial relationships with the County. 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 2024 Bonds. Such ratings reflect only the view of Moody’s and S&P at the time the ratings were given, and neither the County nor the Underwriter make any representations as to the appropriateness of such ratings. The ratings are not a recommendation to buy, sell or hold the 2024 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 2024 Bonds. Neither the County nor the Underwriter have undertaken any responsibility after the execution and delivery of the 2024 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 2024 Bonds. The Financial Advisor’s fee for services rendered with respect to the sale of the 2024 Bonds is contingent on the execution and delivery of the 2024 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. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 26 22 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 Underwriter in connection with the sale of the 2024 Bonds have been duly authorized by the Board of Commissioners of the County. [The remainder of this page left intentionally blank] Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 27 APPENDIX A THE COUNTY OF NEW HANOVER Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 28 APPENDIX B MANAGEMENT’S DISCUSSION AND ANALYSIS AND THE BASIC FINANCIAL STATEMENTS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 29 APPENDIX C SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 30 APPENDIX D PROPOSED FORM OF OPINION OF BOND COUNSEL Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 31 APPENDIX E BOOK ENTRY ONLY SYSTEM Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 32 E-1 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 2024 Bonds (the “2024 Bonds”). The 2024 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 2024 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 2024 BONDS, AS DTC’S PARTNERSHIP NOMINEE, REFERENCE HEREIN TO THE OWNERS OR REGISTERED OWNERS OF THE 2024 BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE 2024 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 2024 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 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2024 Bonds on DTC’s records. The ownership interest of each actual purchaser of the 2024 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 2024 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 2024 Bonds, except in the event that use of the book-entry system for the 2024 Bonds is discontinued. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 33 E-2 To facilitate subsequent transfers, all 2024 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 2024 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 2024 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2024 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 2024 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respec t to the 2024 Bonds, such as prepayments, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2024 Bonds may wish to ascertain that the nominee holding the 2024 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 2024 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 2024 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 2024 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 2024 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 2024 BONDS THAT MAY BE TRANSMITTED BY OR THROUGH DTC. Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 34 E-3 Prepayment proceeds, distributions, and Installment Payments on the 2024 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 t he 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 2024 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, 2024 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, 2024 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 2024 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 2024 BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF THE 2024 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. #502943290_v3 Board of Commissioners - June 17, 2024 ITEM: 13- 6 - 35 May 31, 2024 Draft #2 CONTRACT OF PURCHASE August __, 2024 New Hanover County Financing Corporation Wilmington, North Carolina $__________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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 Underwriter named below (the “Underwriter”), offers to enter into this Contract of Purchase (this “Purchase Contract”) with New Hanover County Financing Corporation (the “Corporation”) for the purchase and sale by the Underwriter of the $__________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 (the “Bonds”), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to an Installment Financing Contract dated as of September 1, 2024 (the “Contract”), between the Corporation and the County of New Hanover, North Carolina (the “County”). This offer is made subject to the terms and provisions of this Purchase Contract and satisfaction of each of the following conditions: (1) acceptance by the Corporation and (2) delivery to the Underwriter of a Letter of Representation dated the date hereof in the form attached hereto as Exhibit A and duly executed by the County (the “Letter of Representation”). On satisfaction of the foregoing conditions, this Purchase Contract will be in full force and effect in accordance with its terms and will be binding on the Corporation and the Underwriter. If the foregoing conditions are not satisfied as provided above, this offer is subject to withdrawal by the Underwriter on written notice delivered to the Corporation at any time before acceptance. This offer is made subject to your acceptance of this Purchase Contract on or before 5 p.m. on August __, 2024. All terms not otherwise defined herein have the same meanings as set forth in the Preliminary Official Statement dated August __, 2024 related to the Bonds (the “Preliminary Official Statement”), the Contract or the Indenture described below. 1. Purchase and Sale of Bonds. On the terms and conditions and in reliance on the respective representations, warranties and covenants herein and in the Letter of Representation, the Underwriter hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell to the Underwriter, all (but not less than all) of $__________ aggregate principal amount of the Bonds at the purchase price (the “Purchase Price”) of $__________ (equal to the par amount of the Bonds less an Underwriter’s discount of $__________, plus net original issue premium of $__________). Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 1 2 The Bonds will be executed and delivered pursuant to and secured by an Indenture of Trust dated as of September 1, 2024 (the “Indenture”), by and between the Corporation and U.S. Bank Trust Company, National Association, and will mature, subject to the right of prepayment, as more fully described in the Indenture. The Bonds will bear interest from their date, and will have such other terms and provisions, as described in the Final Official Statement (hereinafter defined in Section 3 hereof). The Bonds are being executed and delivered to provide funds to pay the capital costs of (1) the construction, equipping and furnishing of a new library (the “Northchase Library”), (2) the construction, equipping and furnishing of two fire stations, (3) the construction of an ammunition warehouse and office/classroom building at the New Hanover Firing Range and (4) the replacement of the roof and other, exterior improvements to the New Hanover County Senior Resource Center (collectively, the "2024 Projects"). The Contract provides for payment by the County of moneys sufficient to pay the scheduled payments with respect to the Bonds. As security for the Bonds and any Additional Bonds, the Corporation has assigned to the Trustee for the benefit of the registered owners of the Bonds (the “Owners”) substantially all of its rights under the Contract and certain moneys and securities held by the Trustee under the Indenture. Pursuant to the Contract, Installment Payments payable by the County thereunder will be paid directly to the Trustee. As security for its obligations under the Contract, the County has executed and delivered to the deed of trust trustee, for the benefit of the Corporation, a Deed of Trust, Security Agreement and Fixture Filing dated September 1, 2024 (the “Deed of Trust”). The Deed of Trust grants, among other things, a lien of record on the Northchase Library (as defined in the Preliminary Official Statement) and real property related thereto (the “Mortgaged Property”). The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial offering prices or yields set forth on the cover of the Final Official Statement. The Underwriter, however, reserves the right to change such initial offering prices or yields as the Underwriter deems necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts, including investment trusts managed by the Underwriters) and others at prices lower than the initial offering prices or yields set forth in the Final Official Statement. The Underwriter also reserves the right to over-allot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. The Underwriter will provide to Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina (“Bond Counsel”) and others such evidence of the initial public sale price of the Bonds as the Corporation or the County may request and will supplement such information as may be necessary to continue its accuracy. The Underwriter represents and warrants that the Bonds will be offered only pursuant to the Preliminary Official Statement (defined below in Section 3) and the Final Official Statement and only in states where the offer and sale of the Bonds are legal, either as exempt securities, as exempt transactions or as a result of registration of the Bonds for sale in any such state. 2. Representations of the Underwriter; Establishment of Issue Price.PNC Capital Markets LLC, as the Underwriter, represents that it is authorized to execute and deliver this Purchase Contract and to act under the provisions of this Purchase Contract. The payment for, Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 2 3 acceptance of and execution and delivery of any receipt for the Bonds and any other instruments in connection with the Closing shall be valid and sufficient for all purposes and binding upon the Underwriter, provided that any such action by the Underwriter shall not impose any obligation or liability upon it other than as may arise as expressly set forth in this Purchase Contract. (a) The Underwriter agrees to assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the County and 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 1 attached hereto,] The County will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the County the price or prices at which the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the County the prices which Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing date has occurred, until either (1) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing date may be at reasonable periodic intervals or otherwise upon request of the County or bond counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.] [Schedule I and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the- offering price rule, as described below] (c) [The Underwriter confirms that it offered the Bonds to the public on or before the date of this Purchase Contract 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 Underwriter agrees 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 ("hold-the-offering-price rule"). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial 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; or Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 3 4 (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the County that it has sold at least 10% of that maturity of the Bonds to the public at a price that is not higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (d) The Underwriter confirms that: (i) any selling group agreement and each third-party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating the Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any 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 the 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 Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or dealer, and (B) comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The County acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 4 5 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 (ii) 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 the 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 Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the 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 Underwriter, at such address as the Underwriter shall specify, as many copies of the final Official Statement dated August __, 2024 relating to the Bonds (the “Final Official Statement”) as the Underwriter Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 5 6 reasonably requests as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Corporation agrees to cause the County to deliver such Final Official Statement within seven business days after the execution hereof. It is understood that, in undertaking to cause the County to deliver Final Official Statements pursuant to this subparagraph (a), neither the Corporation nor the directors, officers, employees or agents of same are undertaking any responsibility for the accuracy or completeness of the information in the Final Official Statement concerning the County. The Underwriter represents that a copy of the Official Statement in word searchable form will be electronically delivered before the “end of the underwriting period,” as defined below with the Municipal Securities Rulemaking Board at www.MSRB.org/msrb1/control/default.asp (b) The Corporation will take all actions and provide all information reasonably requested by the Underwriter to ensure that the Preliminary Official Statement, as hereinafter defined, and the Final Official Statement at all times during the initial offering and distribution of the Bonds do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Corporation will not amend or supplement, or approve any amendment or supplement of, either the Preliminary Official Statement or the Final Official Statement without the prior written consent of the Underwriter (which consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 25 days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed of which event or fact the Corporation has actual knowledge which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Corporation will promptly notify the Underwriter, and, if in the opinion of the Underwriter, such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the Corporation will supplement or amend the Official Statement in form and manner approved by the Underwriter, and the County shall pay all expenses in association therewith, including reasonable attorneys’ fees. For purposes of this Purchase Contract, the “end of the underwriting period” will mean the later of (1) the Closing or (2) the time that the Underwriter no longer retains, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless otherwise notified in writing by the Underwriter, the Corporation shall treat the Closing as the “end of the underwriting period.” (c) The Corporation agrees to use all reasonable efforts to cause the County to authorize and approve the Preliminary Official Statement dated August __, 2024 (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 Underwriter. 4. Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Underwriter that: Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 6 7 (a) the Corporation is a nonprofit corporation duly created and validly existing and in good standing under the laws of the State of North Carolina and has the power and authority and all necessary licenses and permits to conduct its business as described in the Preliminary Official Statement and the Final Official Statement; (b) to the best of its knowledge, both at the time of its acceptance hereof and at the date of Closing (hereinafter defined), the statements and information contained in the Final Official Statement relating to the Corporation are and will be true, correct and complete in all material respects and do not and will not contain any untrue statement of a material fact or omit any statement or information which is necessary to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, that the Corporation makes no representation with respect to the information in the Final Official Statement supplied by the County (including the financial and statistical information in Appendix A thereto) or the Underwriter, or any other party, if applicable, other than that it has no knowledge or notice that such information is inaccurate or misleading; (c) the Corporation will cooperate with the Underwriter and its counsel in taking all necessary action to qualify the Bonds for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Underwriter may reasonably request and authorize the Underwriter to make any necessary filings on behalf of the Corporation in taking any such necessary action; provided, however, that the Corporation will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (d) the execution and delivery by the Corporation of this Purchase Contract, the Indenture and the Contract (collectively, the “Corporation Documents”), and the delivery of the Final Official Statement were duly approved by the Corporation’s Board of Directors in complete conformity with the Articles of Incorporation and the Bylaws of the Corporation and North Carolina law; (e) the approval, execution and delivery of the Corporation Documents and compliance with the provisions thereof and hereof under the circumstances contemplated thereby and hereby and the approval of the Final Official Statement, do not and will not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the Corporation (except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the Corporation is a party except as described in the Final Official Statement, or conflict with or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the Corporation is subject; (f) there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened (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 Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 7 8 Documents or (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the Corporation, is there any basis therefor); (g) the Corporation is not in default in the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument under or subject to which any indebtedness has been incurred, and to the best of its knowledge, no event has occurred or is continuing that, with the lapse of time or the giving of notice or both, would constitute an event of default under any such agreement; (h) any certificate signed by the President or Vice President of the Corporation and delivered to the Underwriter will be deemed to be a representation and warranty by the Corporation to the Underwriter as to the statements made therein; (i) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Corporation Documents will have been duly authorized, executed and delivered by the Corporation and will constitute valid and binding agreements of the Corporation enforceable in accordance with their terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors’ rights; and (j) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Bonds will constitute valid and binding proportionate undivided interests in the Corporation’s rights to receive certain Revenues pursuant to the Contract enforceable in accordance with their terms. 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 September __, 2024, 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”), 570 Washington Boulevard, Jersey City, New Jersey 07310, or at such other place as the Underwriter, the Corporation and the County may mutually agree on, the Bonds in definitive form, duly executed and authenticated and registered in the name of Cede & Co. and in such denominations as the Underwriter has requested in writing not less than two business days before the Closing Date, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the Purchase Price of the Bonds with bank wire transfer in federal funds payable to the order of the Trustee on behalf of the County. The activities relating to the final execution and delivery of the Bonds, the Contract, the Deed of Trust and the Indenture and the payment therefor and the delivery of all certificates, opinions and other instruments described in Section 8 of this Purchase Contract may occur through mail and email. The payment for the Bonds and simultaneous delivery of the Bonds to the Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 8 9 Underwriter is herein referred to as the “Closing.” The Bonds will be delivered in book-entry form as definitive registered Bonds initially as one bond for each maturity, registered in the name of Cede & Co., as nominee of DTC, as registered owner of all of the Bonds, duly executed and authenticated, with CUSIP identification numbers typed thereon. Neither the failure to type such numbers on any Bond nor any error in them will constitute cause for a failure or refusal by the Underwriter to accept delivery of the Bonds and pay the Purchase Price of the Bonds. 7. Termination of Purchase Contract. The Underwriter has the right to cancel its obligation to purchase the Bonds by notifying the County and the Corporation of its election to do so, if between the date hereof and the Closing Date: (a) legislation shall have been enacted or introduced by the Congress of the United States, or adopted by either House of the Congress, or enacted or introduced by the General Assembly of the State of North Carolina, or adopted by either House of the General Assembly, or shall have been reported out of committee of either the Congress or the General Assembly, or be pending in committee of either the Congress or the General Assembly, or a decision shall have been rendered by a court of the United States, including the Tax Court of the United States, or a court of the State of North Carolina, or a ruling or an official release shall have been made or a regulation or temporary regulation shall have been proposed or made or a press release or some other form of notice or announcement shall have been issued by the Treasury Department of the United States or the Internal Revenue Service or other federal or state authority having jurisdiction over tax matters, with respect to federal or State of North Carolina taxation upon revenues or other income of the general character to be derived by the County or the Corporation, or upon interest received on obligations of the general character of the Bonds, or other action or events shall have transpired which would, in the reasonable judgment of the Underwriter, have the purpose or effect, directly or indirectly, of changing the federal or State of North Carolina tax consequences of any of the transactions contemplated in connection herewith; (b) there shall occur any event, which in the reasonable judgment of the Underwriter (i) would have a material and adverse effect on the market price or marketability of the Bonds, (ii) would make untrue, incorrect or incomplete in any material respect any statement or information contained in the Official Statement, or (iii) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein, under the circumstances in which they were made, not materially misleading; (c) in the reasonable judgment of the Underwriter, the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of Bonds shall have been materially adversely affected by an amendment of or supplement to the Official Statement; (d) there shall have occurred any outbreak of hostilities or other local, national or international calamity or crisis, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, the County, any state of the United States or agency thereof, or any county or city located in the United States having a population of over one million persons, the effect of which on the financial markets of the United States will be such as, in the reasonable judgment of the Underwriters, makes it impracticable for the Underwriters to market the Bonds or enforce contracts for the sale of the Bonds; Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 9 10 (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. 8. Conditions to Obligations of the Underwriter. The obligation of the Underwriter to purchase the Bonds is subject: (a) to the performance by the Corporation of its obligations to be performed hereunder at and before the Closing; (b) to the performance by the County of its obligations to be performed under the Letter of Representation at and prior to the Closing; (c) to the accuracy of the representations and warranties of the Corporation herein as of the date hereof and as of the time of the Closing; (d) to the accuracy of the representations and warranties of the County in the Letter of Representation as of the date hereof and as of the time of the Closing; and (e) to the following conditions, including the delivery by the County of such documents as are enumerated herein in form and substance satisfactory to the Underwriter and Holland & Knight LLP, its counsel: (i) At the time of Closing: Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 10 11 (1) the Final Official Statement, this Purchase Contract, the Contract, the Deed of Trust and the Indenture are in full force and effect and have not been amended, modified or supplemented from the date hereof except as may have been agreed to in writing by the Underwriter; (2) the proceeds of the sale of the Bonds are deposited and applied as described in the Final Official Statement; and (3) the County has duly adopted and there are in full force and effect such resolutions as, in the opinion of Bond Counsel, are necessary in connection with the transactions contemplated hereby. (ii) Receipt of the Bonds, the Contract, the Deed of Trust and the Indenture at or before the Closing. The terms of the Bonds, as delivered, shall in all instances be as described in the Final Official Statement. The terms of the Contract, as delivered, shall, among other things, specify the County’s and any other obligated person’s undertaking to provide continuing disclosure in accordance with the Rule and Section 2(n) of the Letter of Representation. (iii) At or prior to the Closing, the Underwriter shall receive copies of the following documents: (1) final approving opinion of Bond Counsel dated the Closing Date, in substantially the form set forth in Appendix 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; (3) an opinion of the County Attorney, dated the Closing Date, addressed to the Underwriter, in substantially the form attached hereto as Exhibit C; (4) an opinion of counsel to the Corporation, dated the Closing Date, addressed to the Underwriter, in substantially the form attached hereto as Exhibit D; (5) an opinion of Holland & Knight LLP, counsel to the Underwriter, dated the Closing Date, addressed to the Underwriter, in form satisfactory to the Underwriter; (6) the Final Official Statement; (7) certified copies of all resolutions of the County relating to the Letter of Representation, the Bonds, the authorization of the use of the Preliminary Official Statement and the Final Official Statement, the Contract and the Deed of Trust; Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 11 12 (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 or other evidence from Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”), to the effect that the Bonds have been assigned a rating of no less than “___” and “___”, respectively; (11) a certificate, in form and substance satisfactory to the Underwriter and its counsel, of the President or any duly authorized officer or official of the Corporation satisfactory to the Underwriter and its counsel, dated as of the Closing Date, to the effect that: (i) each of the Corporation’s representations, warranties and covenants contained herein are true and correct as of the Closing Date; (ii) the Corporation Documents have been entered into by the Corporation and are in full force and effect; and (iii) the Bonds have been duly executed and delivered by the Corporation; (12) certificate, in form and substance satisfactory to the Underwriter and its counsel, dated the Closing Date, executed the County Manager to the effect that (i) the representations and warranties of the County in the Letter of Representation are true and correct in all material respects as of the date of Closing and (ii) the Contract and the Deed of Trust have been entered into by the County and are in full force and effect; (13) executed copies of the County’s certification as to non-arbitrage and other matters relative to the tax status of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended; and an executed copy of IRS Form 8038-G; (14) a copy of a title insurance policy naming the Trustee as a beneficiary and insuring title to the real estate comprising the Mortgaged Property; (15) memoranda from Holland & Knight LLP addressed to the Underwriter indicating the jurisdictions in which the Bonds may be sold in compliance with the securities or “Blue Sky” laws of such jurisdictions; (16) a copy of the Blanket Letter of Representations executed by the Corporation to DTC with respect to the Bonds; (17) a certificate, in form and substance satisfactory to the Underwriter and its counsel, of a duly authorized officer or official of the Trustee satisfactory to the Underwriter and its counsel, dated as of the Closing Date, to the effect that: (i) the Indenture has been duly executed and delivered by the Trustee and (ii) the Bonds have been duly authenticated by the Trustee; and (18) such additional legal opinions, certificates, proceedings, instruments and other documents as counsel to the Underwriter, Bond Counsel, or counsel to the Corporation or the County may reasonably request to evidence compliance by Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 12 13 the Corporation or the County with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Corporation and the County herein contained and the due performance or satisfaction by each of them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. The Underwriter has entered into this Purchase Contract in reliance on the respective representations, warranties and covenants of the Corporation and the County contained in this Purchase Contract and in the Letter of Representation. Unless excused by the Underwriter, the Underwriter’s obligations under this Purchase Contract are at all times subject to the conditions set forth in this Section 8 and any other express condition contained in any other Section of this Purchase Contract. If any condition to the Underwriter’s obligations is not excused or satisfied on or before the Closing Date (or in the case of events described in Section 7 above, immediately upon the occurrence of such event), the Underwriter’s obligation and, except as otherwise provided in this Purchase Contract, the obligations of the Corporation and the County will be immediately discharged, and the Underwriter may terminate this Purchase Contract at any time. If, however, the Corporation is unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds are terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Corporation shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 11, shall continue in full force and effect. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Contract will be deemed to be in compliance with the provisions of this Purchase Contract if, but only if, in the reasonable judgment of the Underwriter and counsel to the Underwriter, they are satisfactory in form and substance. The Underwriter hereby expressly reserves the right to waive any of the conditions to its obligations contained in this Purchase Contract. 9. Mutual Performance. The obligations of the Corporation under this Purchase Contract are subject to the performance by the Underwriter of its obligations under this Purchase Contract. 10. Continuation of Obligations. All representations, warranties and agreements of the Corporation shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter, and shall survive the Closing. The obligations of the Corporation under Section 11 shall survive any termination of this Purchase Contract by the Underwriter pursuant to the terms hereof. 11. Expenses. The Corporation will use all reasonable efforts to cause the County to pay all expenses incident to the performance of its obligations under this Purchase Contract, including, but not limited to, mailing or delivery of the Bonds, costs of printing the Bonds, the Preliminary Official Statement and the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or the Final Official Statement and this Purchase Contract, the cost of preparation (including printing, copying and distribution) of the Contract, the Deed of Trust and the Indenture, fees and disbursements of Bond Counsel, fees and disbursements of the County Attorney, Trustee’s fees and expenses, fees and disbursements of Underwriter’s counsel, fees and disbursements of the Corporation’s counsel, fees and expenses of the County’s accountants, any Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 13 14 fees charged by rating agencies for the rating of the Bonds, fees of the Local Government Commission and the North Carolina Municipal Council and any additional miscellaneous fees and costs incurred in connection with and related to the transaction. The Corporation shall cause the County to reimburse the Underwriter for actual expenses incurred or paid for by the Underwriter on behalf of the County in connection with the marketing, execution and delivery of the Bonds, including, but not limited to, transportation, lodging and meals for the County’s employees and representatives; provided, however, that (a) reimbursement for such expenses shall not exceed an ordinary and reasonable amount for such expenses, and (b) such expenses are either (i) not related to the entertainment of any person and not prohibited from being reimbursed from the proceeds of an offering of municipal securities under Municipal Securities Rulemaking Board Rule G-20 or (ii) to be paid from other funds of the County and not from the proceeds of the Bonds or any other municipal securities. Such reimbursement may be in the form of inclusion in the expense component of the Underwriter’s discount or direct reimbursement as a cost of issuance. In the event the County will reimburse the Underwriter any expenses that are prohibited to be paid from proceeds of the Bonds under Municipal Securities Rulemaking Board Rule G-20, the County shall provide evidence of a cash contribution to pay such expenses on or prior to Closing. The Underwriter shall pay its out-of-pocket expenses, any all advertising expenses and blue sky expenses in connection with the public offering of the Bonds and the cost of the blue sky memorandum in connection with its public offering and distribution of the Bonds, including the CUSIP Service Bureau service charge for the assignment of CUSIP numbers for the Bonds, and any fees of the Municipal Securities Rulemaking Board of the Securities Industry and Financial Markets Association but excluding fees and disbursements of Underwriter’s counsel. The Corporation shall not be liable for payment of any of the above expenses, fees or disbursements, nor any other expenses, fees or disbursements which are charged or shall arise as a result of the delivery of the Bonds. 12. Notices. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing to County of New Hanover, 230 Government Center Drive, Suite 165, Wilmington, North Carolina 28403, Attention: Chief Financial Officer. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to PNC Capital Markets LLC, 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210, Attention: David G. Fischer. Any notice or other communication to be given to the Corporation under this Purchase Contract may be given by delivering the same in writing to the New Hanover County Financing Corporation, 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 Underwriter and the Corporation and their respective successors or assigns, and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 14 15 14. Approvals by Underwriter. The approval of the Underwriter in connection with this Purchase Contract or any document contemplated by it will be in writing signed by the Underwriter and delivered to the Corporation or the County. 15. Assignment. This Purchase Contract may not be assigned by the Corporation without the prior written consent of the Underwriter. Any assignment for which consent is not given will be void. 16. Business Days. The term “business day” as used in this Purchase Contract will mean any day on which the New York Stock Exchange is open for business. 17. Severability. If any one or more of the provisions of this Purchase Contract is, for any reason, held to be illegal or invalid, such illegality or invalidity will not affect any other provisions of this Purchase Contract and this Purchase Contract will be construed and enforced as if such illegal or invalid provisions had not been contained herein. 18. Governing Law. This Purchase Contract is governed by and is to be construed in accordance with the laws of the State of North Carolina. 19. Effective Date; Counterparts. This Purchase Contract is effective on your acceptance hereof. This Purchase Contract may be simultaneously executed in several counterparts, each of which is an original and all of which constitute but one and the same instrument. 20. E-Verify. The Underwriter understands that “E-Verify” is a federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. The Underwriter uses E-Verify to verify the work authorization of its employees in accordance with Section 64-26(a) of the General Statutes of North Carolina, as amended. Any entity to which an of the Underwriter’s obligations under this Purchase Contract are subcontracted shall comply with the requirements of E-Verify. 21. No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that (a) the transactions contemplated by this Purchase Contract are arm’s length, commercial transactions among, the Corporation, the County and the Underwriter in which the Underwriter is acting solely as principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Corporation or the County; (b) the Underwriter has not assumed any advisory or fiduciary responsibility to the County or Corporation with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or its affiliates have provided other services or are currently providing other services to the Corporation or the County on other matters); (c) the only obligations the Underwriter has to the Corporation or the County with respect to the transactions contemplated hereby expressly are set forth in this Purchase Contract; and (d) the Corporation and the County have consulted their own financial, legal, accounting, tax and advisors, as applicable, to the extent they have deemed appropriate. The primary role of the Underwriter is to purchase the Bonds from the Corporation for resale to investors in an arm’s length commercial transaction. The Underwriter has financial and other interests that differ from those of the Corporation and the County. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 15 16 22. Survival of Representations and Warranties. Notwithstanding any provisions herein to the contrary, any and all representations, warranties and agreements in this Purchase Contract shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder and (c) any termination of this Purchase Contract. [Remainder of page intentionally left blank] Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 16 17 Very truly yours, PNC CAPITAL MARKETS LLC By: _____________________________________ David G. Fischer, Managing Director Accepted and confirmed as of the date first above written: NEW HANOVER COUNTY FINANCING CORPORATION By: _________________________________ Bill Rivenbark, President [SIGNATURE PAGE FOR CONTRACT OF PURCHASE RELATING TO LIMITED OBLIGATION BONDS (COUNTY OF NEW HANOVER, NORTH CAROLINA), SERIES 2024 EVIDENCING PROPORTIONATE UNDIVIDED INTERESTS IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO AN INSTALLMENT FINANCING CONTRACT WITH THE COUNTY OF NEW HANOVER, NORTH CAROLINA] Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 17 SCHEDULE 1 Initial Offering Prices of the Bonds 1 Maturity Date (October 1) Principal Amount Interest Rate (%) Initial Offering Price Yield *Maturities noted by an asterisk are maturities for which the 10% test has not been satisfied and are therefore subject to the hold-the-the-offering-price rule. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 18 A-1 EXHIBIT A LETTER OF REPRESENTATION August ___, 2024 PNC Capital Markets LLC Charlotte, North Carolina $_____________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 Evidencing Proportionate Undivided Interests In Rights To Receive Certain Revenues Pursuant To An Installment Financing Contract Between New Hanover County Financing Corporation and the COUNTY OF NEW HANOVER, NORTH CAROLINA Ladies and Gentlemen: This letter (this “Letter of Representation”) is being delivered to PNC Capital Markets LLC (the “Underwriter”) in consideration for your entering into a Contract of Purchase dated the date hereof (the “Purchase Contract”) with the New Hanover County Financing Corporation (the “Corporation”) for the purchase of the above-referenced Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 (the “Bonds”). Pursuant to the Purchase Contract, the Underwriter has agreed to purchase from the Corporation, and the Corporation has agreed to sell to the Underwriter the Bonds. In order to induce the Corporation to enter into the Purchase Contract and as consideration for the execution, delivery and sale of the Bonds by the Corporation and the purchase of them by the Underwriter, the undersigned, the County of New Hanover, North Carolina (the “County”), makes the representations, warranties and covenants contained in this Letter of Representation. Unless the context clearly indicates otherwise, each capitalized term used in this Letter of Representation will have the meaning set forth in the Purchase Contract. 1. Approval of Official Statement. The County has heretofore authorized and approved the Preliminary Official Statement to be dated August __, 2024 (the “Preliminary Official Statement”) and hereby authorizes and approves the final Official Statement dated August __, 2024 (the “Final Official Statement,” the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the Bonds are herein referred to collectively as the “Official Statement”). The County consents and ratifies the distribution and use of the Preliminary Official Statement and Final Official Statement by the Underwriter. The County agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Final Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County agrees to deliver such Final Official Statements within seven business days after the execution hereof. The County will take all actions and provide all information reasonably requested by the Underwriter to ensure that the Official Statement at all times during the initial offering and distribution of the Bonds does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 19 A-2 they were made, not misleading. Neither the Corporation nor the County will amend or supplement, or approve any amendment or supplement of, the Official Statement without the prior written consent of the Underwriter (which consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 25 days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the County will promptly notify the Underwriter, and, if in the opinion of the Underwriter, such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the County will supplement or amend the Official Statement in the form and manner approved by the Underwriter. For purposes of this Letter of Representation, the “end of the underwriting period” will mean the later of (i) the Closing or (ii) the time that the Underwriter no longer retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless otherwise notified in writing by the Underwriter and the County shall treat the Closing as the “end of the underwriting period.” The County represents and warrants that (a) it deems the Preliminary Official Statement final as of its date except for omitted information permitted under paragraph (b)(1) of the Rule and (b) the Official Statement constitutes as of this date a final official statement within the meaning of paragraph (e)(3) of the Rule. 2. Representations, Warranties and Covenants of County. The County represents and warrants to and agrees with the Underwriter that: (a) the County is a political subdivision, validly organized and existing under the laws of the State of North Carolina; (b) on the date hereof and at the Closing Date, the statements and information contained in the Official Statement, except for the information contained under the captions “INTRODUCTION -- BOOK-ENTRY ONLY,” “THE CORPORATION,” and “UNDERWRITING” and in Appendices D and E thereto, are and will be true, correct and complete in all material respects and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (c) certain information from the audited financial report of the County for the year ended June 30, 2023, 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 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, 2023, 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 Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 20 A-3 this Letter of Representation, the Deed of Trust 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; 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, (iii) contesting, questioning or affecting the validity of the County Documents, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the County, is there any basis therefor), (v) challenging the right of the County to complete the 2024 Projects, or (vi) challenging the transactions contemplated by the County Documents or the Purchase Contract; (g) the County is not in default on the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument relating to such indebtedness and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, might constitute an event of default under any such instrument, and no event has occurred which with the passage of time or the giving of notice, or both, would constitute an event of default as defined in the Contract; (h) the County will furnish such information and will cooperate with the Underwriter in taking such actions as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of any state and other jurisdictions of the United States which the Underwriter may designate; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 21 A-4 (i) 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; (j) 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); (k) if, at any time prior to the later of (i) receipt of notice from the Underwriter 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 Underwriter thereof in writing; provided, however, that the County shall have such obligations with respect to information in the Preliminary Official Statement and Final Official Statement concerning and supplied by the Corporation or the Underwriter only to the extent the County has actual knowledge or notice of any such event; any information supplied by the County for inclusion in any amendments or supplements to the Preliminary Official Statement or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the County or omit to state any material fact relating to the County necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the request of the Underwriter therefor, the County shall prepare and deliver to the Underwriter at the County’s expense as many copies of an amendment or supplement which will correct any untrue statement or omission as the Underwriter may reasonably request; (l) 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 (m) any certificate signed by any official of the County and delivered to the Underwriter will be deemed to be a representation by the County to the Underwriter as to the statements made therein. 3. Indemnification. (a) To the fullest extent permitted by applicable law, the County agrees to indemnify and hold harmless the Underwriter against any and all losses, damages, expenses (including reasonable legal and other fees and expenses), liabilities or claims (or actions in respect thereof), to which the Underwriter or the other persons described in subsection (b) of this Section may become subject under any federal or state securities laws or other statutory law or at common law or otherwise, caused by or arising out of or based upon any breach (or alleged breach) by the County of any of the covenants, representations or warranties herein or any untrue statement or Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 22 A-5 misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The indemnity provided under this Section will extend to the extent permitted by applicable law upon the same terms and conditions to each officer, director, employee or agent of the Underwriter, and each person, if any, who controls either of the Underwriter within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934. Such indemnity will also extend, without limitation, to any and all expenses whatsoever reasonably incurred by any indemnified party in connection with investigation, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect of, any such loss, damage, expense, liability, or claim (or action in respect thereof), whether or not resulting in any liability, and will include the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the County. (c) Within a reasonable time after an indemnified party under subsections (a) and (b) of this Section has been served with the summons or other first legal process or has received written notice of the threat of a claim in respect of which an indemnity may be claimed, such indemnified party must, if a claim for indemnity in respect thereof is to be made against the County under this Section, notify the County in writing of the commencement thereof; but the omission to so notify the County will not relieve it from any liability that it may have to any indemnified party other than pursuant to subsections (a) and (b) of this Section. The County will be entitled to participate at its own expense in the defense, and if the County so elects within a reasonable time after receipt of such notice, or if all indemnified parties seeking indemnification in such notice so direct, the County must, to the fullest extent permitted by applicable law, assume the defense of any suit brought to enforce any such claim, and such defense will be conducted by counsel chosen promptly by the County and reasonably satisfactory to the indemnified party; provided, however, that, if the defendants in any such action include such an indemnified party and the County, or include more than one indemnified party, and any such indemnified party has been advised by its counsel that there may be legal defenses available to such indemnified party that are different from or additional to those available to the County or another indemnified party, and that in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent such indemnified party and the County, or another defendant indemnified party, such indemnified party will have the right to employ separate counsel in such action (and the County will not be entitled to assume the defense thereof on behalf of such indemnified party), and in such event the reasonable fees and expenses of such counsel will, to the fullest extent permitted by applicable law, be borne by the County. Nothing contained in this subsection (c) will preclude any indemnified party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the County hereunder. (d) If the indemnification provided for in subsections (a) and (b) of this Section is unavailable to or insufficient to hold harmless and indemnify any indemnified party in respect of any losses, damages, expenses, liabilities, or claims (or actions in respect thereof) referred to therein, then the County, to the extent permitted by applicable law, on the one hand, and the Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 23 A-6 Underwriter, on the other hand, will contribute to the amount paid or payable by the indemnified party as a result of such losses, damages, expenses, liability or claims (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the County on the one hand and the Underwriter on the other hand from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or if the indemnified party failed to give the notice required under the subsection (c) above, then the County, to the extent permitted by applicable law, on the one hand and the Underwriter on the other hand will contribute to such amount paid or payable by the indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the County on the one hand and the Underwriter on the other in connection with the statements or omissions that resulted in such losses, damages, expenses, liabilities or claims (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the County on the one hand and the Underwriter on the other hand will be deemed to be in such proportion so that the Underwriter are responsible for that portion represented by the percentage that the underwriting discount payable to the Underwriter hereunder (i.e., the excess of the aggregate public offering price for the Bonds as set forth on the cover page of the Official Statement over the price to be paid by the Underwriter to the County upon delivery of the Bonds as specified in Section 1 of the Purchase Contract) bears to the aggregate public offering price as described above, and the County is responsible for the balance. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the County on the one hand or the Underwriter on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In the event the Underwriter has knowledge of a claim subject to the contribution provided by this subsection (d), the Underwriter agrees within a reasonable time of obtaining such knowledge, to convey notice of such claim to the County. It is agreed and understood that if the Underwriter fails 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 Underwriter agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by any method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, damages, expenses, liabilities or claims (or actions in respect thereof) referred to in this subsection (d) will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. (e) The indemnity and contribution provided by this Section will be in addition to any other liability that the County may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Underwriter and each director, officer, employee, agent, attorney and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person will acquire or have any right under or by virtue of such provisions of this Letter of Representation. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 24 A-7 4. Survival of Representations, Warranties and Covenants. All representations, warranties and agreements in this Letter of Representation will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Purchase Contract. 5. Binding on Successors and Assigns. This Letter of Representation will be binding upon the County and the successors and assigns of the County and inure solely to the benefit of the Underwriter and, to the extent set forth herein, any director, officer, employee, or agent of the Underwriter and, to the extent set forth herein, persons controlling the Underwriter, and its respective personal representatives, successors and assigns, and no other person or firm or entity will acquire or have any right under or by virtue of this Letter of Representation. Acceptance of this Letter of Representation by the Underwriter is waived. COUNTY OF NEW HANOVER, NORTH CAROLINA By: __________________________________ Eric Credle, Chief Financial Officer Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 25 B-1 EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL September __, 2024 PNC Capital Markets LLC Charlotte, North Carolina $____________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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 (County of New Hanover, North Carolina), Series 2024 (the “Bonds”), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Installment Financing Contract dated as of September 1, 2024 (the “Contract”), between the County and New Hanover County Financing Corporation (the “Corporation"). The Bonds are being purchased today by PNC Capital Markets LLC (the “Underwriter”) pursuant to a Contract of Purchase dated August __, 2024 (the “Purchase Contract”), between the Corporation and the Underwriter. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Purchase Contract. In our capacity as Bond Counsel, we have on this date delivered our principal opinion relating to the Contract and the Bonds and the legality of the authorization and execution and delivery thereof, the treatment as ordinary income for federal income tax purposes of the portion of the Installment Payments designated and paid as interest with respect to the Bonds and certain other matters, which opinion may be relied upon by you to the same extent as if addressed to you. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of various documents, certificates and opinions of counsel (including the opinion dated the date hereof of K. Jordan Smith, Esq., Wilmington, North Carolina, County Attorney) and the final Official Statement dated August __, 2024, with respect to the Bonds (the “Official Statement”), and have examined such other documents, certificates, opinions of counsel, instruments and records, and have made such investigations of law, as we have deemed necessary and appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the County, the Corporation and others. On the basis of and in reliance upon the foregoing, we are of the opinion that : Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 26 B-2 1. The statements in the Official Statement on the cover page and under the headings “INTRODUCTION--SECURITY” and “--THE 2024 BONDS,” “SECURITY AND SOURCES OF PAYMENT OF 2024 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, Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 27 C-1 EXHIBIT C FORM OF OPINION OF COUNSEL FOR THE COUNTY [Letterhead of K. Jordan Smith, Esq., County Attorney] September __, 2024 County of New Hanover, North Carolina PNC Capital Markets LLC Wilmington, North Carolina Charlotte, North Carolina New Hanover County Financing Corporation U.S. Bank Trust Company, National Association Wilmington, North Carolina Charlotte, North Carolina Parker Poe Adams & Bernstein LLP Raleigh, North Carolina $_____________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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: 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 (County of New Hanover, North Carolina), Series 2024 (the “Bonds”), which are being purchased by PNC Capital Markets LLC (the “Underwriter”) pursuant to the Contract of Purchase dated August __, 2024 (the “Purchase Contract”), between New Hanover County Financing Corporation (the “Corporation”) and the Underwriter. All capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Purchase Contract. This opinion letter is being delivered pursuant to Section 8(e)(iii)(3) of the Purchase Contract. The Bonds are being executed and delivered pursuant to an Indenture of Trust dated as of September 1, 2024 (the “Indenture”), between the Corporation and U.S. Bank Trust Company, National Association. 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 September 1, 2024 (the “Contract”) between the Corporation and the County. The County’s obligations under the Contract are secured by a Deed of Trust, Security Agreement and Fixture Filing dated as of September 1, 2024 (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 Contract, the Letter of Representation dated August __, 2024 delivered pursuant to the Purchase Contract (the “Letter of Representation”), and the Deed of Trust (the Contract, the Purchase Contract, 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 Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 28 C-2 (the “Resolution”) adopted at a meeting of the Board of Commissioners of the County on June 17, 2024, approving the transactions contemplated thereby. In connection with this opinion, I also have examined originals, or copies identified to my satisfaction, of such other documents, instruments, certificates and records as I have considered appropriate in order to render my opinions contained herein. Where I have considered it appropriate, as to certain facts I have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the County. In rendering the opinions set forth herein, I have assumed, among other things, the legal capacity of all natural persons, the genuineness of all signatures not signed in my presence, the authenticity of all documents submitted to me as originals, that all documents submitted to me as copies conform with the originals thereof, that the County Documents fully state the agreement between the County and the other parties thereto, and that the County Documents constitute the legal, valid and binding obligation of the parties thereto other than the County, enforceable in accordance with their respective terms. The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. I express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the County, the Bonds or both of them. Based upon and subject to the foregoing and the further limitations and qualifications hereinafter expressed, it is my opinion that: 1. The County is a political subdivision of State of North Carolina duly organized and existing under the constitution and laws of the State of North Carolina, and has the full legal right, power and authority to execute and deliver the County Documents and to perform all of the obligations thereunder and as contemplated thereby. 2. The County Documents have each been duly authorized, executed and delivered by the County, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a valid and legally binding agreement of the County enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights heretofore or hereafter enacted or by equitable principles. 3. The County has duly approved the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriter in connection with the offering and sale of the Bonds. 4. All consents, approvals or authorizations of any governmental entity and all filings required on the part of the County in connection with the execution and delivery of the Bonds and the authorization, execution and delivery of the County Documents and the consummation of the transactions contemplated thereby have been obtained and are in full force and effect, except that Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 29 C-3 I express no opinion as to any federal or state regulatory requirements of the Underwriter or any action required under federal or state securities or Blue Sky laws in connection with the offering and sale of the Bonds by the Underwriter. 5. To the best of my knowledge, the County is not in violation or breach of or in default under any applicable law or administrative regulation of the State of North Carolina or the United States or any applicable judgment or decree or administrative ruling or any agreement, resolution, certificate or other instrument to which the County is a party or is otherwise subject which violation, breach or default would in any way materially adversely affect the County’s transactions contemplated by the County Documents or the execution and delivery of the Bonds, and, to the best of my knowledge, no event has occurred and is continuing which with the passage of time or giving of notice, or both, would constitute such a violation or breach thereof or default thereunder. 6. To the best of my knowledge, the execution and delivery of the County Documents by the County, and compliance with the provisions of each, do not and will not conflict with or constitute a breach or violation of or a default under any applicable law, rule or regulation of the United States or of the State of North Carolina or of any department, division, agency or instrumentality thereof having jurisdiction over the County or any applicable order, judgment or decree of any court of other governmental agency or body or any bond, note, loan agreement, resolution, certificate, agreement or other instrument to which the County is a party or by which it or its property is bound. 7. The Deed of Trust has been recorded in the Office of the Register of Deeds of New Hanover County. The recording of the Deed of Trust is effective and in accord with North Carolina law. The opinions expressed above are subject to the following qualifications and limitations: 1. Enforcement of the County Documents is subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors’ rights generally. 2. Enforcement of the County Documents is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) by which a court with proper jurisdiction may deny rights of specific performance, injunction, self-help, possessory remedies or other remedies. 3. Indemnification provisions in the County Documents are subject to and may be rendered unenforceable by applicable law or public policy, including applicable securities law. [Insert other appropriate exceptions, if any] *** I advise you that, to my knowledge, after reasonable investigation, there is no action, suit, proceeding or governmental investigation at law or in equity before or by any court, public board or body, pending of which the County has been served with a summons, summons and complaint Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 30 C-4 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, Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 31 D-1 EXHIBIT D FORM OF OPINION OF COUNSEL FOR THE CORPORATION [Letterhead of Parker Poe Adams & Bernstein LLP, counsel for the Corporation] September, 2024 County of New Hanover, North Carolina PNC Capital Markets LLC Wilmington, North Carolina Charlotte, North Carolina New Hanover County Financing Corporation U.S. Bank Trust Company, National Association Wilmington, North Carolina Charlotte, North Carolina $________________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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 (County of New Hanover, North Carolina), Series 2024 (the “Bonds”), (2) an Installment Financing Contract dated as of September 1, 2024, (the “Contract”), between the County of New Hanover, North Carolina (the “County”) and the Corporation, (3) an Indenture of Trust dated as of September 1, 2024, (the “Indenture”) between the Corporation and U.S. Bank Trust Company, National Association. and (4) the Contract of Purchase dated August __, 2024 (the “Purchase Contract”), between the Corporation and PNC Capital Markets LLC (the “Underwriter”). This opinion letter is delivered pursuant to Section 8(e)(iii)(4) of the Purchase Contract. 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 Contract; and (iii) The Preliminary Official Statement dated August __, 2024, and the Official Statement dated August __, 2024 (together, the “Official Statement”) used in connection with the sale of the Bonds. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 32 D-2 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: 1. Based solely on a certificate of existence with respect to the Corporation issued on September __, 2024 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. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 33 D-3 3. The Corporation has duly approved the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriter in connection with the offering and sale of the Bonds. 4. No further consent or approval of any governmental body is required to be obtained for the sale of the Bonds to the Underwriter or the execution and delivery of the Corporation Documents by the Corporation, except that we express no opinion as to any federal or state regulatory requirements of the Underwriter or any action required under federal or state securities or Blue Sky laws in connection with the offering and sale of the Bonds by the Underwriter. 5. The execution and delivery of the Corporation Documents by the Corporation, and compliance with the provisions thereof under the circumstances contemplated thereby, and the approval of the Preliminary Official Statement and the Official Statement, (a) are within the powers of the Corporation, (b) do not and will not conflict with the Corporation’s articles of incorporation or bylaws, (c) to the best of our knowledge, do not and will not in any material respect conflict with, or constitute on the part of the Corporation a breach of or default under, any indenture, deed of trust, mortgage, agreement or other instrument to which the Corporation is a party, or conflict with, violate or result in a breach of any judgment, court order or consent decree to which the Corporation is subject and (d) to the best of our knowledge, do not and will not conflict with, violate or result in a breach of any existing law, public administrative rule or regulation to which the Corporation is subject. The opinions expressed above are subject to the following qualifications and limitations: 1. Enforcement of the Corporation Documents is subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors’ rights generally. 2. Enforcement of the Corporation Documents is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) by which a court with proper jurisdiction may deny rights of specific performance, injunction, self-help, possessory remedies or other remedies. 3. Indemnification provisions in the Corporation Documents are subject to and may be rendered unenforceable by applicable law or public policy, including applicable securities law. [Insert other appropriate exceptions, if any] *** To the best of our knowledge after reasonable investigation, the statements contained in the Official Statement under the headings entitled “THE CORPORATION” and “LEGAL MATTERS- LITIGATION” (with respect to the Corporation only) are true and correct and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in light of the circumstances in which they are made, not misleading. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 34 D-4 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, Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 35 E-1 EXHIBIT E [FORM OF ISSUE PRICE CERTIFICATE] $___________ Limited Obligation Bonds (County of New Hanover, North Carolina), Series 2024 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 ISSUE PRICE CERTIFICATE The undersigned, on behalf of PNC Capital Markets LLC (the “Underwriter”), as Underwriter 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 Holds-the-Offering-Price Maturities. (a) The Underwriter 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 Underwriter 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. Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 36 E-2 3. 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 (August __, 2024), or (ii) the date on which the Underwriter has first sold at least 10% of such Hold-the- Offering-Price Maturity to the Public 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 (1) 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 August __, 2024. (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 Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 37 E-3 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 Underwriter’ 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. PNC CAPITAL MARKETS LLC, as Underwriter By: _________________________________ Name: ______________________________ Dated: September ___, 2024 Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 38 SCHEDULE A Sale Prices of the General Rule Maturities Maturity Date (October 1) Principal Amount Initial Interest Rate (%) Price (% of Par) Yield ______________________ CYield to October 1, ____ call date at 100% Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 39 SCHEDULE B Initial Offering Prices of Hold-the Offering-Price Maturities Maturity Date Principal Amount Interest Rate (%) Initial Offering Price Yield ______________________ CYield to October 1, ___ call date at 100% Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 40 SCHEDULE C Pricing Wire or Equivalent #502948305_v3 Board of Commissioners - June 17, 2024 ITEM: 13- 7 - 41 2024 Limited Obligation Bonds Public Hearing and Resolution Adoption Finance Slide 1June 17, 2024Board of Commissioners - June 17, 2024 ITEM: 13- 8 - 1 County Projects Finance Slide 2June 17, 2024 Project Estimated Cost Northchase Library 13,044,540$ Castle Hayne Fire Station 9,252,000 Gordon Road Fire Station 12,046,000 Firing Range Building 683,448 Ammunition Storarge Building 550,000 Senior Resource Center Roof Replacement 574,675 Total 36,150,663$ Borrowing – Not to Exceed $37,500,000 Excess $ Allows for: •Debt Issuance Costs •Cost Increases Board of Commissioners - June 17, 2024 ITEM: 13- 8 - 2 2024 Limited Obligation Bonds Finance Slide 3June 17, 2024 Timeline: June 6 – Public Notice of Public Hearing June 17 – Public Hearing June 17 – Board of Commissioners Adopts Resolution August 6 – Request for Approval at Local Government Commission Meeting August 28 – Bonds are Sold to the Market Board of Commissioners - June 17, 2024 ITEM: 13- 8 - 3 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: B udget P R E S E N T E R(S ): E ric C redle, C hief Financial O fficer C O N TA C T (S ): E ric C redle and Kemp B urpeau, Senior D eputy C ounty Ao rney S U B J EC T: P ublic Hearing A ppropria.ons and E xpenditures for Ec onomic Development and Ec onomic I ncen.v e A greements B R I E F S U M M A RY: C o nsistent with N o rth C arolina General Statute 158-7-1, the bo ard is required to no+fy the public at least 10 days prio r to co nduc+ng a public hearing f o r every appropria+on or expenditure related to econo mic develo pment. I n addi+o n to the procedura l requirements, elected bo ards are also required to make a specific finding prio r to a ppro ving any appro pria+o n or expenditure for ec o nomic develo pment that the appro pria+o n or expenditure will "increase the po pula+on, taxable pro perty, agricultural industries, employment, industrial o utput or business prospects of the city o r county." I f, a 4er co nduc+ng the public hearing, the board fi nds tha t the appro pria+o ns/expenditures iden+fied belo w will increase the popula+o n, ta xable pro perty, agricultural industries, employment, industrial output o r business pro spects for N ew Ha nover C o unty, and the boa rd appropriates the items iden+fi ed below as part o f the F Y 2024-2025 Adopted B udget, then no addi+o nal bo ard ac+on will be required to expend the funds. N ew incen+ves, appropria+ons o r expenditures, o r subsequent increases, will require public no+ce and ano ther public hearing. T he following econo mic develo pment expenditures have been recommended for a ppro pria +o n in the F Y 2024-2025 budget: Ec onomic Development A gencies/Organiza.ons T hese appro pria+o ns will be funded from General F und revenues of the county. O rganiza.on A mount Desc rip.on of A c.vi.es/E xpense C ape Fear C o uncil o f Governments C on+nuum of C are $27,300 An allia nce o f service pro viders, local go vernment agencies a nd o ther public interests who se c o mmo n goa l is the reduc+o n and ul+mate elimina+on o f homelessness C ape Fear Resource C o nserva+o n and Development $3,002 Assess dra ina ge for sto rmwater systems and wa tersheds to implement projects that support c o mmuni+es, businesses, and natural reso urces C ucalo rus Film Founda+on $18,676 Suppo rt fi lmmakers, perf o rmers, co mmunity o rganizers a nd crea+ve business leaders thro ugh a range of pro grams sho wcasing the fi lm industry while tra ining the next genera+o n acro ss many genera +o ns Friends o f Fo rt Fisher $3,335 Suppo rt progra mming, lectures, reenactments, and a c +vi+es which aract lo cal, regio nal, state, and na+onal visito rs Greater W ilmingto n C hamber $131,834 B usiness reten+o n, expansio n, and recruitment Board of Commissioners - June 17, 2024 ITEM: 14 of C o mmerce Highway 17 Transporta+o n Asso cia+on in N C $3,335 Fo c us o n government rela+ons with state and f edera l elected o fficials and the N C D epartment o f Tra nsporta +o n. Wo rk to educate the public abo ut the benefits o f transpo rta+on investment f o r improved safety, mobility, and econo mic o ppo rtunity So utheastern Eco nomic Development C ommission $20,313 Assist with project development necessary f o r the solicita +o n of grant funding from the Eco nomic D evelo pment Administra+o n T he So utheastern Partnership I nc $20,000 P ro vide regional and targeted industry-specific marke+ng and conduct f amiliariza+o n events W ilmington B usiness Development $298,473 P ro vide recruitment/assistance f o r business expansion and/o r reloca+o n efforts W ilmington D o wnto wn I nc.$66,700 Suppo rt o pera+ons and f und ini+a+ves that help gro w the ta x ba se through private capital investment a nd new jobs, as well as grow sales tax revenues by arac+ng lo cal and o utside spending in the do wnto wn districts W ilmington Regional Film C o mmissio n $158,931 P ro mo te/assist T V and fi lm produc+on ac+vi+es to drive lo c al entertainment business growth, suppo rt lo c al pro duc+o n inf rastructure and businesses W ilmington Sympho ny O rchestra $13,340 P ro vide symphonic music and music educa+on progra ms thro ugh perf o rmance opportuni+es for regional musicia ns and for the community's yo uth T he following is a list of incen+ve payments that were previo usly board appro ved as outlined in incen+ve agreements to be paid upo n the company mee+ng specific investment/job requirements: O rganiza.on A mount Vantaca L L C up to $24,000 Po rt C ity L o gis+cs up to $13,500 L ive O ak B anking C o up to $60,000 G E-H itachi N uclear E nergy Americas L L C & Global N uclear Fuel-Americas L L C up to $250,000 Mega C o rp L o gis+cs L L C up to $60,000 W ilmington Trade C enter up to $1,127,704 T he source of f unding for these incen+ve payment appro pria+o ns and expenditures will be from the General Fund o f the county. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance S trong F inancial Performance P roac+vely manage the county budget Board of Commissioners - June 17, 2024 ITEM: 14 R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : C o nduct public hearing. AT TA C H M E N T S : Descrip+on Script Public Notice Staff Presentation C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend conduct public hearing. C O M M I S S I O N E R S ' A C T I O N S : C onducted public hearing and approved 5-0. Board of Commissioners - June 17, 2024 ITEM: 14 SCRIPT FOR PUBLIC HEARING ON THE ECONOMIC DEVELOPMENT AND ECONOMIC INCENTIVES FOR FY24-25 June 17, 2024 Chair Rivenbark: Pursuant to North Carolina General Statute 158.7.1, the board is required to hold a public hearing to receive comments on appropriations and expenditures for economic development. The source of funding for these appropriations and expenditures will be from the General Fund. The purposes of economic development and economic incentive agreements are to increase the population, taxable property, agricultural industries, employment, industrial output, or business prospects for New Hanover County. The economic development expenditures have been recommended for appropriation in the FY24-25 budget. Is there a motion to open the public hearing? Motion: Second: Vote: Chair Rivenbark: The public is invited to comment on the following appropriations and expenditures as shown on the screen: • Economic Development Agencies/Organizations • Previously Approved Contractual Incentive Payments Each speaker will be allowed three (3) minutes to provide their remarks. Hear comments, if any. Chair Rivenbark: Is there a motion to close the public hearing? Motion: Second: Vote: Chair Rivenbark: The public hearing is now closed. Board of Commissioners - June 17, 2024 ITEM: 14- 1 - 1 NOTICE OF PUBLIC HEARING PLEASE TAKE NOTICE THAT THE NEW HANOVER COUNTY BOARD OF COMMISSIONERS WILL HOLD A PUBLIC HEARING ON MONDAY, JUNE 17, 2024, AT 9:00 AM, OR THEREAFTER, IN THE ASSEMBLY ROOM OF THE NEW HANOVER COUNTY COURTHOUSE, 24 NORTH THIRD STREET, ROOM 301, WILMINGTON, NORTH CAROLINA FOR THE PURPOSE OF RECEIVING PUBLIC COMMENT ON APPROPRIATIONS AND EXPENDITURES FOR ECONOMIC DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENTS. THE PURPOSE OF ECONOMIC DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENTS ARE TO INCREASE THE POPULATION, TAXABLE PROPERTY, AGRICULTURAL INDUSTRIES, EMPLOYMENT, AND INDUSTRIAL OUTPUT OR BUSINESS PROSPECTS FOR NEW HANOVER COUNTY. FOR FISCAL YEAR 2024-2025 THE COUNTY IS CONSIDERING APPROPRIATING THE FOLLOWING ECONOMIC DEVELOPMENT/INCENTIVE EXPENDITURES AS PART OF THE FY24-25 BUDGET: Cape Fear Council of Governments Continuum of Care, $27,300 - An alliance of service providers, local government agencies and other public interests whose common goal is the reduction and ultimate elimination of homelessness; Cape Fear Resource Conservation and Development, $3,002 - Assess drainage for stormwater systems and watersheds to implement projects that support communities, businesses and natural resources; Cucalorus Film Foundation, $18,676 - Support filmmakers, performers, community organizers and creative business leaders through a range of programs showcasing the film industry while training the next generation across many industries; Friends of Fort Fisher, $3,335 - Support programming, lectures, reenactments and activities which attract local, regional, state and national visitors; Greater Wilmington Chamber of Commerce, $131,834 - Business retention, expansion and recruitment; Highway 17 Transportation Association in NC, $3,335 - Focus on government relations with state and federal elected officials and the NC Department of Transportation. Work to educate the public about the benefits of transportation investment for improved safety, mobility and economic opportunity; Southeastern Economic Development Commission, $20,313 - Board of Commissioners - June 17, 2024 ITEM: 14- 2 - 1 Assist with project development necessary for the solicitation of grant funding from the Economic Development Administration; The Southeastern Partnership Inc, $20,000 - Provide the regional and targeted industry specific marketing and conduct familiarization events; Wilmington Business Development, $298,473 - Provide recruitment/assistance for business expansion and/or relocation efforts; Wilmington Downtown Inc, $66,700 - Support operations and fund initiatives that help grow the tax base through private capital investment and new jobs, as well as grow sales tax revenues by attracting local and outside spending in the downtown districts; Wilmington Regional Film Commission, $158,931 - Promote/assist TV and film production activities to drive local entertainment business growth, support local production infrastructure and businesses; and Wilmington Symphony Orchestra, $13,340 - Provide symphonic music and music education programs through performance opportunities for regional musicians and for the community’s youth. The following is a list of incentive payments that were previously board approved as outlined in incentive agreement contracts to be paid upon the company meeting specified investment/job requirements: Vantaca LLC, up to $24,000; Port City Logistics, up to $13,500; Live Oak Banking Co, up to $60,000; GE-Hitachi Nuclear Energy Americas LLC & Global Nuclear Fuel- Americas LLC, up to $250,000; MegaCorp Logistics LLC, up to $60,000, and Wilmington Trade Center, up to $1,127,704. The source of funding for these incentive payment appropriations and expenditures will be from the General Fund of the county. THE NEW HANOVER COUNTY BOARD OF COMMISSIONERS WILL RECEIVE PUBLIC COMMENTS ON THESE AGREEMENTS AT THE ABOVE STATED TIME AND PLACE. Kymberleigh G. Crowell Clerk to the Board of County Commissioners New Hanover County, North Carolina Board of Commissioners - June 17, 2024 ITEM: 14- 2 - 2 Economic Development & Economic Incentive Agreements Public Hearing Pursuant to G.S. 158-7.1(c) Finance Slide 1June 17, 2024Board of Commissioners - June 17, 2024 ITEM: 14- 3 - 1 Economic Development & Economic Incentive Agreements Finance Slide 2June 17, 2024 Economic Development Agencies/Organizations Amount Cape Fear Council of Governments Continuum of Care 27,300$ Cape Fear Resource Conservation and Development 3,002$ Cucalorus Film Foundation 18,676$ Friends of Fort Fisher 3,335$ Greater Wilmington Chamber of Commerce 131,834$ Highway 17 Transportation Association in NC 3,335$ Southeastern Economic Development Commission 20,313$ The Southeastern Partnership, Inc.20,000$ Wilmington Business Development 298,473$ Wilmington Downtown Inc.66,700$ Wilmington Regional Film Commission 158,931$ Wilmington Symphony Orchestra 13,340$ Incentive Agreement Potential Payments Up to Amount Vantaca LLC 24,000$ Port City Logistics 13,500$ Live Oak Banking Co.60,000$ GE-Hitachi Nuclear Energy Americas LLC & Global Nuclear Fuel-Americas 250,000$ MegaCorp Logistics LLC 60,000$ Wilmington Trade Center 1,127,704$ Public Hearing Notice Published June 6, 2024 General Fund Budgeted Expenditures FY24-25 Board of Commissioners - June 17, 2024 ITEM: 14- 3 - 2 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: B udget P R E S E N T E R(S ): E ric C redle, C hief Financial O fficer C O N TA C T (S ): E ric C redle S U B J EC T: P ublic Hearing P resenta.on of the N ew Hanov er C ounty N on-C ounty A genc y Funding C ommi8ee Rec ommenda.ons and P ublic Hearing on the F iscal Year 2024-2025 Recom mended B udget B R I E F S U M M A RY: T he N ew Hano ver C ounty N on-C ounty Agenc y Funding C o mmi!ee will present its rec o mmenda$o ns for the Fiscal Year (F Y ) 2024-2025 budget. Addi$o nally, pursuant to N orth C arolina Genera l Statute 159-12(b), bef o re adop$ng the budget o rdinance, the bo ard shall hold a public hearing at which $me persons who wish to be heard on the budget may appear. T his public hearing on the F Y 2024-2025 Reco mmended B udget meets these requirements. E s.mated M inutes for Remarks P rovided by A g encies/I ndiv iduals: 3 — N ew Hanover C ounty Schools 3 — C ape Fear C ommunity C ollege 3 (each) — O ther Agencies/I ndividuals S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance Effec$ve County Management I ncreas e transparency and aw ar enes s about county ac$ons S trong F inancial Performance P roac$vely manage the county budget R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Hear presenta$on and conduct public hearing on the F Y 2024-2025 recommended budget AT TA C H M E N T S : Descrip$on Script Non-County Agency Fundng Committee Presentation Public Notice Staff Presentation Board of Commissioners - June 17, 2024 ITEM: 15 C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) C o nduct public hearing and hear presenta$on. C O M M I S S I O N E R S ' A C T I O N S : C onducted public hearing, budget adopted (3-2) C ommissioner B arfield and C ommissioner Z apple dissenting. Board of Commissioners - June 17, 2024 ITEM: 15 SCRIPT FOR PUBLIC HEARING ON THE FY2024-2025 RECOMMENDED BUDGET June 17, 2024 Chair Rivenbark: Pursuant to North Carolina General Statute 159-12(b), before adopting the budget ordinance, the board shall hold a public hearing at which time any persons who wish to be heard on the budget may appear. This public hearing on the FY2024-2025 Recommended Budget meets these requirements. Is there a motion to open the public hearing? Motion: Second: Vote: Chair Rivenbark: The Board will now hear public comments. Each speaker will be allowed three (3) minutes to provide their remarks. Hear comments, if any. Chair Rivenbark: Is there a motion to close the public hearing? Motion: Second: Vote: Chair Rivenbark: The public hearing is now closed. Board of Commissioners - June 17, 2024 ITEM: 15- 1 - 1 NON-COUNTY AGENCY FUNDING Process and Recommendations FY 24-25 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 1 COMMITTEE MEMBERS Term Expires Gail Eddie 06/30/24 Shane Hartley 06/30/26 Candy Robbins 06/30/26 Clare Kiley 06/30/24 Randy Reeves 06/30/24 2 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 2 COMMITTEE STEPS TO IMPROVE PROCESS 1. Modify Applications Based on Key Learnings 2. Provide Training to Non-County Agencies on Application & Process 3. Survey Non-County Agencies 3 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 3 REVIEW PROCESS 4 1. Review Applications 2. Review of Agency Mid-Year Performance Reports & Funding History 3. Discuss Scoring Rubric 4. Individual Scoring and Questions to Agencies 5. Question Responses and Final Aggregated Scores 6. Discussion and Allocation Decisions Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 4 SCORING RUBRIC 1.Alignment with New Hanover County Strategy and Goals 2.Request Aligned with Agency Mission 3.Request Aligns with Agency Capability 4.Collaborative Efforts Associated with Program/Service 5.Impact of Program – Multiplier 6.Demonstrated or Potential Impact of Program – Outcome 7.Degree Augments or Fills a New Hanover County Gap in Service 5 Seven Scoring Categories Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 5 EVALUATION • Programs scored individually by committee members and aggregated • Discussion about areas of difference in scoring and key drivers • Approximately 100 Hours of Committee time spent on process Objective Rating Instrument/Rubric Subjective Rating • Seven pre-identified criteria • Each criteria scored on a 4-point scale • Equally weighted (max score 28) • Overall rating that allows committee to capture other attributes not easily quantifiable or that may not be broadly applicable • Scored on a 4-point scale (max score 4) 6 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 6 EVALUATION - CONTINUED Fund This…. • Organizations that deliver a program or service • Supplies, tools, contract services, and other materials for staff to deliver programs • Salaries for staff directly providing services to clients/patients/participants, etc. Not That….. • Intermediaries/pass through organizations (receive $ and then redistribute it to other organizations) • Marketing $ • Capital expenditures (existing buildings/existing vehicles) • Administrative salaries/administrative overhead 7 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 7 8 FUNDING RECOMMENDATIONS TIER 1 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 1 – 100% OF ELIGIBLE REQUESTED FUNDING Vigilant Hope Inc./Shower Trailer $ 40,000 $ 40,000 $ 40,000 Phoenix Employment Services of Wilmington/Expanding Opportunity $ 50,000 $ 50,000 $ 50,000 Young Scientist Academy/Code Ninas: Gender Equality in the Tech Workforce $ 50,000 $ 50,000 $ 50,000 Feast Down East, Inc./Local Motive Mobile Farmer’s Market $ 50,000 $ 50,000 $ 50,000 Wilmington Area Rebuilding Ministry, Inc./Rebuilding/Preserving Existing Afford $ 50,000 $ 50,000 $ 50,000 A Safe Place, Inc./Certified Alcohol & Drug Counselor & Recovery Support $ 45,000 $ 45,000 $ 45,000 Domestic Violence Shelter & Services, Inc./Expanded Support Services $ 50,000 $ 50,000 $ 50,000 First Fruit Ministries/Medical Outreach & Day Shelter for Homeless $ 45,000 $ 44,000 $ 44,000 Leading Into New Communities, Inc./LITE Community Health Worker $ 50,000 $ 47,000 $ 47,000 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 8 9 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 1 – 100% OF ELIGIBLE REQUESTED FUNDING CONTINUED Coastal Bringing Up Down Syndrome of SENC, Inc./iCan Bike Camp $ 10,800 $ 10,800 $ 10,800 The Carousel Center, Inc./Child Abuse Awareness Education Initiative $ 50,000 $ 50,000 $ 50,000 Good Shepherd Center Ministries of Wilmington, Inc./Supportive Housing $ 50,000 $ 50,000 $ 50,000 Legal Aid of North Carolina/Attorney – Domestic Violence $ 50,000 $ 45,401 $ 45,401 Coastal Horizons Center, Inc./Open House Transitional Living $ 50,000 $ 50,000 $ 50,000 Going Beyond the Pink/Comprehensive Breast Cancer Support Program $ 50,000 $ 50,000 $ 50,000 2ShareInc.$ 46,000 $ 46,000 $ 46,000 Cape Fear Clinic, Inc./Pharmacy Services $ 50,000 $ 50,000 $ 50,000 DREAMS of Wilmington $ 35,000 $ 35,000 $ 35,000 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 9 10 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 1 – 100% OF ELIGIBLE REQUESTED FUNDING CONTINUED Theatre for All Inc./Outreach Program for NHC Schools $ 10,400 $ 10,400 $ 10,400 The Carousel Center Inc./Multidisciplinary Team Response to Child Abuse $ 50,000 $ 50,000 $ 50,000 Financial Protection Law Center/Legal Serv & Outreach for Residents At-Ris $ 30,000 $ 30,000 $ 30,000 TIER 2 – 90% OF ELIGIBLE REQUESTED FUNDING Lower Cape Fear Hospice, Inc./Grief Counseling & Hospice Charity Care $ 50,000 $ 50,000 $ 45,000 SEEDS of Healing, Inc.$ 35,000 $ 35,000 $ 31,500 Cape Fear Habitat for Humanity/Construction of Affordable Homes in HP $ 50,000 $ 50,000 $ 45,000 Elderhaus, Inc./Expanding Restorative Therapy $ 24,000 $ 24,000 $ 21,600 The Carousel Center Inc./Problematic Sexual Behavior Intervention $ 50,000 $ 50,000 $ 45,000 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 10 11 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 2 - 90% OF ELIGIBLE REQUESTED FUNDING CONTINUED Coastal Horizons Center, Inc./ReEntry Systems for Effective Treatment $ 50,000 $ 50,000 $ 45,000 Five14 Revolution/Women’s Coordinated Care Program $ 50,000 $ 50,000 $ 45,000 Accessible Coastal Carolina Events Sports & Services, Inc./ACCESS Fit $ 50,000 $ 50,000 $ 45,000 Canines for Service, Inc./Inspiring Veterans $ 50,000 $ 50,000 $ 45,000 The Rev. Dr. Martin Luther Kings, Jr. SENC Celebration Committee $ 50,000 $ 50,000 $ 45,000 Family Promise of the Lower Cape Fear/Emergency Shelter $ 50,000 $ 50,000 $ 45,000 Communities In Schools of Cape Fear/Resiliency Task Force $ 50,000 $ 50,000 $ 45,000 Easterseals UCP NC & VA, Inc./Culinary Connections $ 32,971 $ 32,971 $ 29,674 TIER 3 – 80% OF ELIGIBLE REQUESTED FUNDING The Healing Place of NHC/Community Outreach $ 50,000 $ 50,000 $ 40,000 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 11 12 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 3 – 80% OF ELIGIBLE REQUESTED FUNDING CONTINUED Communities In Schools of Cape Fear/Integrated Student Supports $ 50,000 $ 50,000 $ 40,000 Soaring As Eagles Outreach Ministry/Saturday Academy $ 39,835 $ 38,035 $ 30,428 Wilmington Children’s Museum/Field Trips for All $ 10,000 $ 10,000 $ 8,000 Thalian Hall Center for the Performing Arts, Inc./Pied Piper Theatre $ 10,000 $ 10,000 $ 8,000 Brooklyn Arts Music Academy/Music Is Life!$ 50,000 $ 50,000 $ 40,000 Food Bank of Central & Eastern NC Inc./Pop-Up Markets $ 50,000 $ 50,000 $ 40,000 Historic Wilmington Foundation/Endowment Fund-Preservation Equity $ 50,000 $ 50,000 $ 40,000 Legal Aid of North Carolina/Paralegal – Domestic Violence $ 50,000 $ 0 $ 0 Food Bank of Central & Eastern NC Inc./Nourishing Families $ 50,000 $ 50,000 $ 40,000 Blue Ribbon on the Prevention of Youth Violence/Summer Employment $ 50,000 $ 50,000 $ 40,000 Community Enrichment Initiatives, Inc./Wilmington Green Project $ 12,000 $ 12,000 $ 9,600 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 12 13 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 3 – 80% OF ELIGIBLE REQUESTED FUNDING CONTINUED Louise Wells Cameron Art Museum/Free Community Outreach $ 50,000 $ 40,000 $ 32,000 Food Bank of Central & Eastern NC Inc./Culinary Workforce Development $ 40,000 $ 40,000 $ 32,000 YMCA of SENC, Inc./Afterschool Care Scholarships $ 50,000 $ 50,000 $ 40,000 YWCA Lower Cape Fear/Aquatics $ 50,000 $ 45,000 $ 36,000 YWCA Lower Cape Fear/New Choices $ 50,000 $ 50,000 $ 40,000 Blue Ribbon on the Prevention of Youth Violence/After School Program $ 50,000 $ 50,000 $ 40,000 Cape Fear HealthNet/Specialty Referral Program $ 23,000 $ 23,000 $ 18,400 Beacon Education/GLOW Extended Day Learning Programs $ 50,000 $ 50,000 $ 40,000 Elderhaus, Inc./Healthcare Career Development Program $ 13,725 $ 13,725 $ 10,980 Boys & Girls Clubs of SENC/Project Learn $ 50,000 $ 50,000 $ 40,000 Greater Wilmington Youth Initiative, Inc./CommUNITY Program $ 30,000 $ 30,000 $ 24,000 Wilmington’s Residential Adolescent Achievement Place/After School $ 50,000 $ 50,000 $ 40,000 New HOPE CDC/Mental Health Services: Peer Support $ 50,000 $ 50,000 $ 40,000 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 13 14 AGENCY/PROGRAM Requested Funding Eligible Funding Recommended Funding TIER 4 – 70% OF ELIGIBLE REQUESTED FUNDING Beacon Education/Academic & Behavior Supports at Spark Academy $ 41,000 $ 36,000 $ 25,200 This Whole Life Foundation/Healing Intensives $ 50,000 $ 46,900 $ 32,830 Cape Fear Community Land Trust, Inc.$ 50,000 $ 50,000 $ 35,000 Child Development Center, Inc./Summer Camp $ 50,000 $ 50,000 $ 35,000 Retake, Inc./Family Portraits to Conflict/Disaster Survivors $ 3,000 $ 3,000 $ 2,100 Genesis Block Foundation/Jumpstart Academy Cohort $ 50,000 $ 50,000 $ 35,000 TIER 5 – 60% OF ELIGIBLE REQUESTED FUNDING IndependentWorks/CityPlace Connected Community $ 50,000 $ 50,000 $ 30,000 James B. Dudley Academy/Small Groups & After School $ 50,000 $ 15,200 $ 9,120 Lenny Simpson Tennis & Education Funds, Inc./Tower Garden Initiative $ 50,000 $ 20,000 $ 12,000 Collective Impact in NHC/Housing Stabilization Counseling $ 45,810 $ 45,810 $ 27,486 Redeemer’s Tabernacle of Praise/Just the Help You Need $ 26,000 $ 19,500 $ 11,700 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 14 15 TOTALS Requested Funding *Eligible Funding Recommended Funding TOTALS $ 2,998,541 $ 2,843,742 $ 2,461,219 *Eligible Funding – Items that are ineligible have been deducted from Requested Funding, which are salaries for positions and overhead expenses not directly tied to service delivery, marketing and pass throughs. Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 15 NEXT STEPS 1. Survey non-county agencies regarding process; incorporate feedback into FY26 process 2. Modify non-county agency application based on key learnings 3. Review scoring and consider changes to evaluation criteria 4. Continue training for non-county agencies on the application process and in-year reporting 5. Set due dates and calendar for FY26 process 16 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 16 QUESTIONS? 17 Board of Commissioners - June 17, 2024 ITEM: 15- 2 - 17 PUBLIC NOTICE THE NEW HANOVER COUNTY RECOMMENDED BUDGET FOR FISCAL YEAR 2024-2025 HAS BEEN SUBMITTED TO THE NEW HANOVER COUNTY BOARD OF COMMISSIONERS. THE BOARD WILL HOLD A PUBLIC HEARING ON THE BUDGET ON MONDAY, JUNE 17, 2024, AT 9:00 AM, OR THEREAFTER, IN THE ASSEMBLY ROOM OF THE NEW HANOVER COUNTY COURTHOUSE, 24 NORTH THIRD STREET, ROOM 301, WILMINGTON, NORTH CAROLINA. A COPY OF THE RECOMMENDED BUDGET IS AVAILABLE FOR PUBLIC INSPECTION IN THE COUNTY COMMISSIONERS’ OFFICE AT THE NEW HANOVER COUNTY GOVERNMENT CENTER AND ON THE NEW HANOVER COUNTY WEBSITE: https://www.nhcgov.com/2516/Fiscal-Year-2024-2025. Kymberleigh G. Crowell Clerk to the Board of County Commissioners New Hanover County, North Carolina Board of Commissioners - June 17, 2024 ITEM: 15- 3 - 1 FY 2024-2025 Budget Public Hearing Finance June 17, 2024 Slide 1 Board of Commissioners - June 17, 2024 ITEM: 15- 4 - 1 Recommended Budget Overview Total Spending Plan of $543 Million (8% Decrease from P/Y) •No Change in Property Tax Rates – $0.45 cents per $100 of Assessed Value •No Change in Fire Service District rate – 7.25 cents per $100 of Assessed Value •No General Fund Fund Balance Usage •No Principal Use of Revenue Stabilization Fund •Mental Health/Substance Use Disorder Principal Usage to Support Public Health – Appx. $8.8 Million •Commitment to school funding •$5.5 million of additional operating funds for New Hanover County Schools •$99.6 million in total operating funds •$1.95 million for continued Pre-K funding •County continues to provide same number of nurses and school mental health counselors at incremental cost of $2.1 million •Stormwater fee – $6.14 ERU/month – 8.7% Increase •No Change in Recycling and Solid Waste fee – $52/ton Finance June 17, 2024 Slide 2 Board of Commissioners - June 17, 2024 ITEM: 15- 4 - 2 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: Planning P R E S E N T E R(S ): Rebekah Ro th, Pla nning & L and U se D irector; Zach Dickerso n, Senio r Planner C O N TA C T (S ): Zach Dickerson; Rebekah Ro th, Robert Fa rrell, D evelopment Review Superviso r S U B J EC T: P ublic Hearing Text A mendment Request (TA 23-03) - Request by N ew Hanover C ounty P lanning and L and U se to amend A r9cles 2 and 5 of the U nified Development Ordinance to inc orporate standards for elec tric vehic le charging sta9ons B R I E F S U M M A RY: O ver the past two years, Planning staff have been wo rking to develo p a set of amendments to the U nifi ed Development O rdinance (U D O ) to suppo rt the an(cipated growth of electric vehicle usage in N ew Hanover C ounty in conjunc(o n with other C ounty efforts to include electric vehicle infrastruc ture at C ounty facili(es. A dra/ amendment was ini(ally presented to the Planning B oard in the fall of 2022 but was tabled to a llo w for more research and wo rk with stakeho lders. T he dra/ amendment was then c o nsidered by the Planning B o ard in the fall o f 2023. T he B o ard o f C o mmissioners considered this item at its J anuary 8, 2024 mee(ng. At that mee(ng, members of the public spo ke in o ppo si(on to the amendment, sugges(ng that staff o nly add the defini(o ns f o r E V C apa ble Spaces and E V C harging Sta(on at this (me. T here was a sugges(on to structure the amendment with more incen(ves, but no examples of incen(ves were given at the mee(ng. T he B oard instructed staff to wo rk with stakeholders o n revising the amendment, allowing the business secto r to give mo re input, a nd voted 3-2 to table the amendment to the J une 17, 2024 mee(ng. A 2021 President B iden E xecu(ve O rder and 2022 N C Governor C ooper E xecu(ve O rder have established federal and state go als f o r zero -emission vehicles, that 50% of new vehicles in the U nited States be zero-emissio n by 2030 and at least 1.25 million registered zero emissio n vehicles in N o rth C arolina by 2030. W hile zero-emissio n vehicles technically include bicycles and hydro gen-f ueled vehicles, mo st commonly, zero -emission auto mo biles are E Vs, which along with hybrid vehicles (such as the Toyota Prius), are expected to account fo r mo re than half of a ll light vehicles so ld world- wide by 2026, acco rding to a B oston C onsul(ng Gro up study (2021). C urrently, E Vs only make up a small percentage o f vehicles registered in the C ounty (0.6% or 1,220 vehicles a s of the end of N ovember 2023 based o n the most recently available data), but the C ounty has the tenth highest percentage and the eighth highest number of baDery electric vehic les (B E Vs) and plug-in hybrid electric vehicles (P H E Vs) in N orth C arolina, respec(vely. Since 2018, the N o rth C aro lina Department of Transporta(o n (N C D OT ) has been tracking the types of vehicles registered at the state and lo cal level to monito r trends in the move to more f uel-effi cient vehicles. O ver this perio d of (me, the C ounty ’s E V gro wth ha s mirrored that of the state as a whole. O ver the past dec ade, a number of communi(es have started to adapt development regula(ons to beDer support the charging netwo rks required for E Vs. C onsidera(o ns for the C ounty include where drivers are most likely to charge their E Vs, whether the development market is likely to supply charging sta(ons witho ut C ounty incen(ves o r requirements, the design needs for pro jects with charging sta(o ns, and the co st and difficulty to retro fi t sites. T his amendment is intended to make it easy and co st effec(ve for pro perty o wners to install E V charging sta (o ns in the future when it becomes feasible and/or necessary. T here is general agreement that a la rge number o f E V c ha rging sta(o ns will be Board of Commissioners - June 17, 2024 ITEM: 16 needed in the f uture, but there is not a clear picture of ho w ma ny will be needed. At its May 21, 2024 mee(ng, the W ilmington C ity C o uncil a ppro ved changes to its own E V parking requirements, including provisio ns to c larify langua ge, a list of specific uses to which the standards would apply, a nd an exemp(o n f o r pro jects which receive 100% go vernment f unding (to reduce the impact on projects with a C ity-supported affordability compo nent). C ity staff reported tha t there were 19 approved pro jects within the city limits that were subject to the C ity ’s electric vehicle charging provisions. T hose projec ts would provide 94 full charging spaces and 109 E V-ready spaces. H o wever, these pro jects were all under co nstruc(on and had no t yet been co mpleted. W hile the city's requirements are f o cused on crea(ng E V sta(ons, the county's propo sed amendment is focused o n ensuring the inf rastructure/co nduit is installed to provide for future E V sta(ons a s they become necessary.. T he intent of the N ew Ha nover C ounty dra/ a mendment is to create clear standa rds that everyone understands, allow for easier and less expensive mo difica(o ns to install future charging sta(ons, avoid burdens o n developers and excessive costs f o r future owners to install charging sta(ons, and c o nsider the needs of ci(zens that might not be met by the current market. Following the J anuary B oard o f C ommissioners mee(ng, staff reached out to B usiness Allia nce f o r a So und Eco nomy, affordable housing develo pers, and others who had expressed an interest in the pro ject. Feedba c k included co ncerns about the principle of the po licy rather than specific dra/ la nguage and ques(ons about how it a pplied to aff o rdable ho using. Staff iden(fied o ne current sta ndard that may create a barrier to retro fi Lng exis(ng sites, and developed language to ensure that pro hibi(o ns to development in tra nsi(o na l buffers and street yards would not apply to E V Standards. L astly, staff modifi ed the language in the amendment from E V Ready to E V C apable to refl ect the intent o f the amendment and to match more closely with c o mmo n industry terms to reduce po ten(al conf usio n. T he compo nents o f the amendment are summarized a s follows: — T he defini(o n for E V C harging Sta(ons is expanded, and E V-C apable Parking Space and E V C harging Assembly defini(o ns are added. — E V Parking requirements are outlined, including minimum percentages and a cap f o r the minimum number required. T he amendment s(pulates tha t for all uses where 25 o r more parking spaces are required, 20% of those parking spaces must be E V-capable- this means that conduit is installed so it c an be turned into a c ha rging sta(o n when desired by the pro perty owner. I n mul(-family dwellings, ho tels a nd motels, and parking structures, that baseline is raised to 30%. T he amendment spec ifi es that mul(-family o r apartment developments providing 100% o f the ho using units a s workforce ho using f o r po pula(ons 120% at or below AMI for a perio d o f no less than 15 years are exempt from the E V Parking Standards. Single-f amily ho mes are also excluded f ro m this requirement. — E V Parking space design requirements are outlined, including size, equipment pro tec(on, signage, usage fees, and loca(o n where applic able. T his revision includes a pro vision to allow E V C harging Sta(o ns in required transi(o nal buff ers and street yards in o rder to eliminate a poten(a l ba rrier to retro fi Lng sites. — Minimum standards fo r accessible E V Parking S pa c es are o utlined. S T R AT EGI C P L A N A L I G N M E N T: S us tainable L and U s e & Environmental S tew ards hip Through planned grow th and dev elopment, res idents have acces s to their basic need Connect res idents to bas ic needs thr ough a variety of hous ing and tr ansporta(on op(ons. R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Board of Commissioners - June 17, 2024 ITEM: 16 Staff recommends appro val of the requested amendment a nd suggests the following mo(on: I mo ve to A P P R OV E the proposed amendment to the N ew Hanover C ounty U nified Development O rdinance to provide for new standards for E V C ha rging S ta(ons a nd pa rking. I fi nd it to be C O N S I S T E N T with the purpose and intent of the C omprehensive P lan bec ause it provides up-to -date tools that promote business success and promotes environmentally responsible growth. I also fi nd A P P R OVA L of the pro posed amendment reasonable and in the public interest beca use it pro vides for clear and eff ec(ve o rdinance standards. AT TA C H M E N T S : Descrip(on TA23-03 BOC Script TA23-03 BOC Staff Report TA23-03 Summary Sheet BOC TA23-03 BOC Draft Amendment TA23-03 Public Comment and Staff Responses Staff Presentation C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro val. C O M M I S S I O N E R S ' A C T I O N S : Approved (3-2), Vice C hair, P ierce and Commissioner S calise dissenting. Board of Commissioners - June 17, 2024 ITEM: 16 SCRIPT for Unified Development Ordinance Text Amendment (TA23-03) Request by New Hanover County to amend Sections 2.3 and 5.1 of the Unified Development Ordinance related to Electric Vehicle Parking Requirements. 1. This is a public hearing. We will hear a presentation from staff. Then any supporters and opponents will each be allowed 15 minutes for their presentation and an additional 5 minutes for rebuttal. 2. Conduct Hearing, as follows: a. Staff presentation b. Supporters’ presentation (up to 15 minutes) c. Opponents’ presentation (up to 15 minutes) d. Staff’s response to questions and concerns (up to 5 minutes) e. Opponents’ rebuttal (up to 5 minutes) 3. Close the public hearing 4. Board discussion 5. Vote on amendment. The motion should include a statement saying how the change is, or is not, consistent with the land use plan and why approval or denial of the rezoning request is reasonable and in the public interest. Example Motion for Approval: I move to APPROVE the proposed amendment to the New Hanover County Unified Development Ordinance to provide for new standards for EV Parking Standards. I find it to be CONSISTENT with the purpose and intent of the Comprehensive Plan because it provides up-to-date tools that promote business success and promotes environmentally responsible growth. I also find APPROVAL of the proposed amendment reasonable and in the public interest because it provides for clear and effective ordinance standards. Alternative Motion for Approval/Denial: I move to [Approve/Deny] the proposed amendment to the New Hanover County Unified Development Ordinance to provide for new standards for EV Parking and Stations. I find it to be [Consistent/Inconsistent] with the purposes and intent of the Comprehensive Plan because [insert reasons] ______________________________________________________________________________ ______________________________________________________________________________ I also find [Approval/Denial] of the proposed amendment is reasonable and in the public interest because [insert reasons] ______________________________________________________________________________ ______________________________________________________________________________ Board of Commissioners - June 17, 2024 ITEM: 16- 1 - 1 STAFF REPORT FOR TA23-03 TEXT AMENDMENT APPLICATION APPLICATION SUMMARY Case Number: TA23-03 Request: To amend Articles 2 and 5 of the Unified Development Ordinance (UDO) in order to provide for Electric Vehicle (EV) Parking Standards. Applicant: Subject Ordinances: New Hanover County Unified Development Ordinance Purpose & Intent: This amendment updates the Unified Development Ordinance to provide for new standards for EV Charging Stations and parking. 1. Definition Update, UDO Section 2.3 a. Addition of definition of EV charging levels: I, II & III. b. Addition of definitions for Electric Vehicle Capable Space and Electric Vehicle Charging Assembly. 2. Outlining standards for EV-capable parking spaces when installed, including space, size, location and signage. a. Updating Section 5.1.2, Minimum Off-Street Parking Standards: i. Minimum Number of Required Spaces. ii. Electric Vehicle Parking Space design requirements, including size, location, equipment protection, signage and usage fees where applicable. iii. Accessible Facilities (ADA Standards for EV Parking Spaces) b. Requiring that minimum electric capacity and conduit be provided for potential charging stations. BACKGROUND Over the past two years, Planning staff has been working to develop a set of amendments to the Unified Development Ordinance to support the anticipated growth of electrical vehicle usage in New Hanover County in conjunction with other County efforts to include electric vehicle infrastructure at County facilities. A draft amendment was initially presented to the Planning Board in fall 2022 but was tabled to allow for more research and work with stakeholders. The amendment was then considered by the Planning Board in fall 2023 and was continued by the Board of Commissioners in January 2024 to their June 17, 2024 meeting. At that meeting, the Board asked staff to work with stakeholders to revise the amendment, working towards some middle ground between the draft at the time and the asks of the development community. Since that time, staff’s conversations with Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 1 the stakeholders in the development community have led to some revisions to the amendment, including an allowance for charging stations to be located in required buffers or street yards. Additionally, staff included in the New Hanover County draft amendment the City of Wilmington’s recently approved edit to their EV Parking Standards which allowed housing developments which provide 100% affordable housing an exemption to the regulations. Staff have also revised other parts of the draft amendment for clarity and consistency with EV industry terminology. A 2021 Biden Executive Order and 2022 Cooper Executive Order have established federal and state goals for zero-emission vehicles, that 50% of new vehicles in the U.S. be zero-emission by 2030 and at least 1.25 million registered zero emission vehicles in N.C. by 2030. While zero - emission vehicles technically include bicycles and hydrogen-fueled vehicles, most commonly, zero- emission automobiles are electric vehicles (EVs), which along with hybrid vehicles (such as the Toyota Prius), are expected to account for more than half of all light vehicles sold world-wide by 2026, according to a Boston Consulting Group study (2021). Zero-emission EVs, also referred to as battery electric vehicles or BEVs, are powered by a battery that is charged by plugging the vehicle into charging equipment. That same equipment can also be used to charge plug-in hybrid electric vehicles (PHEVs), which have both an internal combustion engine and an electric motor and must be charged to operate in all-electric mode. Typical BEVs have driving ranges from 150-300 miles, so local residents using these vehicles may be able to charge sufficiently at home, but most PHEVs can only travel between 20 and 40 miles on electricity alone, so additional charging locations may be required for them to function with zero emissions. Demand for charging stations from tourist vehicles and charging needs for fleet vehicles are also a consideration in New Hanover County. There are three basic types of EV charging stations: Level 1 plugs, the standard wall outlet of 120 volts; Level 2 plugs, which are 240 volts, and Level 3 DC Fast Charging plugs. Level 1 plugs are the slowest chargers (providing 2-5 miles of range per charge hour). As such, they are generally used in single family homes but can also be installed as part of multi-family or condo developments. Level 2 plugs charge quite a bit faster (10-30 miles of range per charge hour) and can be appropriate in a wide variety of locations, including homes of all types, workplaces, fleet parking areas, and public charging stations where longer parking stays are anticipated (parking decks, etc.). Level 3 plugs provide the fastest charges (150+ miles of range per charge hour) and are generally used specifically for shorter term charging. As a note, charging stations may be specifically formatted for certain types of electric vehicles; some automakers, such as Tesla, operate their own charging networks to make their products more convenient. Overall, the Wilmington area has 26 Level 2 public charging plugs and 24 public DC Fast Charging plugs, according to the U.S. Department of Energy. New Hanover County Need for Electric Vehicle Charging Stations Currently, electric vehicles only make up a small percentage of vehicles registered in New Hanover County—0.6% or 1,220 vehicles as of the end of November 2023, which is the most recently available data from NCDMV—but NHC has the tenth highest percentage and the eighth highest number of BEVs and PHEVs in North Carolina, respectively. Since 2018, NCDOT has been tracking the types of vehicles registered at the state and local level to monitor trends in the move to more fuel-efficient vehicles. Over this period of time, New Hanover County’s electric vehicle growth has mirrored that of the state as a whole, which has grown at an exponential rate as the technology and related infrastructure become more available. Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 2 Per NCDOT registration numbers from November of 2023, the number of BEVs alone in the county (1,220) has tripled since 2020 (339), and if this rate of growth increases, the U.S. Department of Energy recommends that the Wilmington area have 28 Level 2 workplace charging plugs, 38 Level 2 public charging plugs, and 5 public DC Fast Charging plugs by 2024. By 2026, 65 Level 2 workplace charging plugs, 93 Level 2 public charging plugs, and 9 public DC Fast Charging plugs are recommended. The Department of Energy estimated need is based on registered vehicles in the county and does not include tourist vehicles. New Hanover County currently needs 7 more Level 2 plugs and 2 more public DC fast charging plugs to meet the estimated 2024 resident demand under this model; however, the Department of Energy also recommends prioritizing DC Fast Charging plugs to enable long-distance travel, serve as charging safety nets, and provide charging for drivers without home charging options. These types of electric vehicle charging stations are also the most expensive and can be more difficult to retrofit sites to support. At its May 21, 2024 meeting, The City of Wilmington City Council approved changes to its own Electric Vehicle Parking requirements, including provisions to clarify language, a list of specific uses which the standards would apply, and an exemption for projects which receive 100% government funding (to reduce the impact on projects with a City-supported affordability component). City staff reported that there were 19 approved projects within the city limits that were subject to the City’s electric vehicle charging provisions. Those projects would provide 94 full charging spaces and 109 EV-ready spaces. However, these projects were all under construction and had not yet been completed. Considerations for Development Over the past decade, a number of communities have begun to adopt development regulations in order to better support the charging networks required for electric vehicles. Considerations for New Hanover County include where drivers are most likely to charge their electric vehicles, whether the development market is likely to supply charging stations without county incentives or requirements, the design needs for projects with charging stations, and the cost and difficulty to retrofit sites. This amendment is intended to make it as easy and cost effective as possible for property owners to install EV charging stations in the future when it becomes feasible and/or necessary. There is general agreement that a large number of EV charging stations will be needed in the future, but there is not a clear picture of how many that is. • Studies indicate that most charging occurs either at home or the workplace where slower charging stations can be appropriate, but 30% of charging does take place in public areas, which would need to be designed for faster charging and more turnover. • The market has provided sufficient charging stations without county intervention to support likely resident demand through 2024 for public charging stations. Current data does not show that workplace charging plugs or opportunities for multi-family residents are met, however. Charging stations in these locations may require additional considerations than for public sites where drivers pay for charging at commercial-type stations to determine how the electricity will be paid for and allocated to users. Developments targeting different income levels of residents may also create inequities in provision of charging options, as well, though lower income residents are less likely to purchase EVs in the near term. Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 3 • The provision of EV charging stations does impact site designs, including considerations of mounting, compliance with ADA, required electrical capacity and conduit for future outlets, location of charging areas, and clear signage. • Costs for installation of charging stations as retrofits in existing developments are increased when sites are not equipped with the conduit and electric capacity for charging. In addition, existing parking spaces may not be sized correctly to incorporate charging stations or comply with ADA requirements. • While there is an argument that the market will sufficiently provide for the EV Parking Spaces as EVs become more common, it is the goal of this text amendment to “futureproof” development in the unincorporated County so that new sites will be “EV Capable.” STAFF ANALYSIS Staff has worked with stakeholders to identify a way to ensure the community is ready for EV without creating cost burdens for current developers. Since the January Board of Commissioners’ meeting, staff have added provisions to exempt affordable housing projects from these regulations, included allowances for charging stations to be located in required buffers and street yards. Staff changed the wording to from EV Ready to EV Capable because that was more reflective of the intent of the amendment and was more common in the EV industry. Definitions: The first part of the amendment covers the expansion of the definition of Electric Vehicle Charging Station, along with additions explaining the charging levels. The intent of this is so that in the future, when charging stations are anticipated to become more common, these types of chargers are already covered. The amendment breaks the definitions out into the three following terms: 1. Electric Vehicle Charging Station 2. Electric Vehicle Capable Parking Space 3. Electric Vehicle Charging Assembly Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 4 The definition of Electric Vehicle Capable Parking Space is added to differentiate from the charging assembly, as “a vehicle parking space which includes the conduit necessary to permit future conversion to an Electric Vehicle Charging Station.” The original proposed definition was “Electric Vehicle Ready Parking Space,” but staff have edited the language to be “Electric Vehicle Ready Parking Space” to be in line with other jurisdictions and industry standards. The definition of Electric Vehicle Charging Assembly is also added to clarify the equipment that would have to be added to the Electric Vehicle Capable Parking Space in order to have a full Electric Vehicle Charging Station. The amendment only requires Electric Vehicle Capable Spaces, not Electric Vehicle Charging Stations. Minimum Off-Street Parking Standards: The amendment outlines that 20% of any required parking for lots with 25 or more spaces must provide electric vehicle capable spaces. The 20% baseline was based on comparable jurisdictions’ standards. The amendment raises that baseline to 30% for multi-family residential developments, hotel/motels and parking structures. This percentage was increased to serve the needs of residents and visitors who may not have other opportunities to charge their electric vehicles or the ability to install their own charging equipment. The amendment specifies that single-family residential uses are exempt from this requirement because data shows that this is where the majority of electric vehicle charging takes place. Per the Planning Board’s recommendation at the November 2, 2023 meeting, the amendment includes a note that amenity centers that are part of single-family developments are excluded from these requirements. Per staff discussions with stakeholders and conversations with the City of Wilmington, the amendment also includes a provision that multi-family housing providing 100% affordable housing is exempt from these requirements. The intent of this exemption is to lessen the cost on affordable housing developers as much as possible. Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 5 This section clarifies that Electric Vehicle Capable Spaces do not require the installation of Electric Vehicle Charging Assemblies, and that spaces designated as electric vehicle charging spaces may count toward the minimum parking requirements set out in Table 5.1.2.A of the Unified Development Ordinance. The amendment adds a cap of 15 electric vehicle capable spaces per development. This was originally part of a Planning Board discussion, where the Board requested staff consider adding a cap. Staff used the Town of Apex, NC as a comparison as this was the only example of a jurisdiction that had a cap. From discussions with Apex Planning Staff, Apex originally had a cap of 10 electric vehicle ready spaces, but this cap was recently removed as their Boards wanted to see more provisions for electric vehicles. New Hanover County staff has proposed the cap of 15 parking spaces as a jumping off point. Design & Accessible Facilities: The Electric Vehicle Charging Station Design Requirements are drawn from best practice documents provided through the U.S. Department of Energy’s website. These include standards for parking space size, wheel stops, signage and usage fees. The amendment also specifies that Electric Vehicle Charging Stations may be located in required street yards or buffers in order to minimize the impact to the existing parking lots. The amendment also outlines the recommended number of accessible electric vehicle ready parking spaces per ADA best practices to include standards for charging stations that are accessible to people with disabilities. Because the ADA does not yet have guidelines for Electric Vehicle Charging, the ADA recommends jurisdictions outline standards in local ordinances until those are covered by ADA regulations. Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 6 PLANNING BOARD ACTION SUMMARY The Planning Board considered this item at their October 5, 2023 meeting. At that meeting, the Planning Board asked staff to consider creating the table of uses and the cap, which are reflected in the proposed amendment. The Board also suggested that staff clarify language to ensure that it is clear that the EV spaces would count towards minimum parking requirements, which is also reflected in the amendment. Staff also reformatted some of the structure of the proposed amendment to make it easier to read and to ensure the text in each section is better understood. Staff presented the updated amendment to the Planning Board at their November 2, 2023 meeting. The Board discussed the baseline percentages for different uses laid out in the amendment, clarifying that single-family homes would be exempt from this requirement as laid out in the amendment. The Planning Board voted (5-1) to recommend approval of the amendment, finding it consistent with the Comprehensive Plan and reasonable and in the public interest, with a direction to add language clarifying that amenity centers which are part of single-family developments would be exempt. Pete Avery dissented, stating that he did not believe the County should be regulating electric vehicle parking. BOARD OF COMMISSIONERS SUMMARY The New Hanover County Board of Commissioners considered this item at their January 8, 2024 meeting. At that meeting, members of the public spoke in opposition to the amendment, suggesting that staff only add the definitions for Electric Vehicle Capable Spaces and Electric Vehicle Charging Station at this time. There was a suggestion to structure the amendment with more incentives, but no examples of incentives were given at the meeting. The Board instructed staff to work with stakeholders on revising the amendment, allowing the business sector to give more input, and voted 3-2 to continue the amendment to the June 17, 2024 meeting. Following that meeting, Staff reached out to Business Alliance for a Sound Economy, affordable housing developers and others who had expressed an interest in the project. Based on the information we received, there was concern about the provisions applying to affordable housing projects, but other concerns were related to the principle of the policy and not the specific language included in the draft amendment. We were able to identify one current standard that may create a barrier to retrofitting existing sites, and we developed language to ensure that prohibitions to developments in transitional buffers and street yards would not apply to EV Standards. Lastly, staff modified the language in the amendment from EV Ready to EV Capable to reflect the intent of the amendment and to match more closely with common industry terms to reduce potential confusion. Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 7 STAFF RECOMMENDATION Staff recommends approval of the attached amendment and suggests the following motion: I move to APPROVE the proposed amendment to the New Hanover County Unified Development Ordinance to provide for new standards for EV Parking Standards and stations. I find it to be CONSISTENT with the purpose and intent of the Comprehensive Plan because it provides up-to-date tools that promote business success and promotes environmentally responsible growth. I also find APPROVAL of the proposed amendment reasonable and in the public interest because it provides for clear and effective ordinance standards. Board of Commissioners - June 17, 2024 ITEM: 16- 2 - 8 Electric Vehicle (EV) Parking Standards Code Sections Affected Section 2.3, Definitions and Terms Section 5.1.2, Minimum Off-Street Parking Standards Key Intent • Create clear standards that everyone understands. • Allow for easier and less expensive modifications to install future charging stations. • Consider needs of citizens that may not be met by the current market, including accessibility. Changes • Definition for Electric Vehicle (EV) Charging Stations is expanded and descriptions of charging levels are added. (See Section 2.3, Definitions and Terms) • Definitions for Electric Vehicle Capable Parking Space and Electric Vehicle Charging Assembly are added. (See Section 2.3, Definitions) • EV Parking Requirements are outlined, including clarification that EV- capable parking spaces do not require installation of charging stations and that EV-capable spaces may count towards minimum parking requirements for a development. (See Section 5.1.2.D.1, General) • Language added to cap the maximum number of EV-capable spaces at 15. (See section 5.1.2.D.2, Electric Vehicle Capable Parking Spaces) • A table of uses has been added with percentages of required EV-capable parking spaces by use. (See section 5.1.2.D.2, Electric Vehicle Capable Parking Spaces) • Electric Vehicle Parking Space Design Requirements are outlined, including size, equipment protection, signage and usage fees where applicable. (See Section 5.1.2.D.2, Minimum Off-Street Parking Standards) • Minimum standards for accessible EV Parking Spaces are outlined, included specifications that ADA parking spaces may count towards the minimum parking requirements. (See Section 5.1.2.D.3, Minimum Off- Street Parking Standards) What has changed since the January 3, 2024 Board Of Commissioners Meeting • Terminology changed from Electric Vehicle Ready Parking Space to Electric Vehicle Capable Parking Space to reflect the intent of the amendment and to match more closely with language common in the EV industry (See Section 2.3, Definitions) • Language added to allow Electric Vehicle Charging Stations in required transitional buffers and street yards eliminating a barrier to retrofitting existing sites. (See Section 5.1.2.D.2) • Language added to exempt multi-family developments that provide 100% affordable housing to reduce burden on affordable housing developers. (See section 5.1.2.D.2, Electric Vehicle Capable Parking Spaces) Board of Commissioners - June 17, 2024 ITEM: 16- 3 - 1 TA23-03 EV Parking- 06-17-2024 Board of Commissioners Public Hearing Draft PROPOSED AMENDMENT Section 2.3 Definitions ELECTRIC VEHICLE CHARGING STATION A vehicle parking space served by an electric vehicle charging assembly or cluster of component assemblies (battery charging station) designed and intended to transfer electric energy by conductive or inductive means from the electric grid or other off-board electrical source to a battery or other energy storage device within a vehicle that operates, partially or exclusively, on electri c energy. Charging stations are differentiated by charging levels, which are the standardized indicators of electrical force, or voltage, at which an electric vehicle’s battery is recharged. The terms 1, 2, and 3 are the most common charging levels, and include the following specifications: A. Level 1 Level 1 charging provides charging through a 120 volt (V), alternating-current (AC) plug. Level 1 is considered as slow charging. Level 1 charging equipment is standard on vehicles and therefore does not require the installation of charging equipment. B. Level 2 Level 2 charging is through a 240V, AC plug and requires installation of home charging or public charging equipment. These units require a dedicated 40 amp circuit. C. Level 3 Level 3 charging is through a 480V, direct-current (DC) plug. ELECTRIC VEHICLE READY CAPABLE PARKING SPACE A vehicle parking space which includes the conduit necessary to permit future conversion to an Electric Vehicle Charging Station. ELECTRIC VEHICLE CHARGING ASSEMBLY An electrical component designed and intended to transfer electric energy by conductive or inductive means from the electric grid or other off-board electrical source to a battery or other energy storage device within a vehicle that operates, partially or exclusively, on electric energy. Board of Commissioners - June 17, 2024 ITEM: 16- 4 - 1 TA23-03 EV Parking- 06-17-2024 Board of Commissioners Public Hearing Draft Section 5.1. Parking and Loading 5.1.2. MINIMUM OFF-STREET PARKING STANDARDS D. Electric Vehicle (EV) Parking Requirements 1. General: a. Electric Vehicle Ready Capable Parking spaces do not require installation of Electric Vehicle Charging Assemblies. b. Spaces designated as electric vehicle charging spaces may count towards the minimum parking requirements of Table 5.1.2.A. 2. Electric Vehicle Ready Capable Parking Spaces: a. Minimum Number of Required Spaces: All new parking facilities, structured parking facilities, and expansions of existing parking and structured parking facilities where 25 or more total parking spaces are provided, the following shall apply: resulting in 25 or more total parking spaces, shall provide Electric Vehicle Ready Capable Parking Spaces as required in Table 5.1.2.D.1 below. b. Maximum Number of Required Spaces: No more than 15 total Electric Vehicle Ready Capable Parking spaces may be required by this ordinance for any new or expanded parking facility or structure. Table 5.1.2.D.1: Minimum Number of EV-Ready Capable Parking Spaces Use Percent of Required Parking for Electric Vehicle Ready Capable Parking Spaces All Uses Excluding Single-Family Residential* 20% of required parking Multi-Family or Apartment** 30% of required parking Hotel/Motel 30% of required parking Parking Structure 30% of required parking Board of Commissioners - June 17, 2024 ITEM: 16- 4 - 2 TA23-03 EV Parking- 06-17-2024 Board of Commissioners Public Hearing Draft c. Design Requirements: Electric Vehicle Ready Capable Parking spaces shall require the following: i. All Electric Vehicle Ready Capable Parking spaces shall be designated on a site plan. ii. Installation of the conduit and wire required to run electricity for future Electric Vehicle Charging Assemblies shall be required prior to Certificate of Occupancy. iii. Dedicated electrical circuit with sufficient capacity sufficient to serve each charging spot shall be provided prior to Certificate of Occupancy. 3. Electric Vehicle Charging Station Design Requirements a. Size: Parking spaces used for Electric Vehicle Charging Stations shall meet the requirements of Section 5.1.4. b. Equipment Standards and Protection: Where provided, Electric Vehicle Charging Stations shall meet the following standards: i. Charging Station Equipment Protection. When the electric vehicle parking space is perpendicular or at an angle to curb face and charging equipment, adequate equipment protection, such as wheel stops or bollards shall be used. ii. Maintenance. Charging station equipment shall be maintained in all respects, including the functioning of the charging equipment. Contact information shall be provided on the charging station equipment for reporting when the equipment is not functioning, or other problems are encountered. c. Signage: For the purposes of this subsection, “charging” means an electric vehicle is parked at an electric vehicle charging station and is connected to the charging station equipment. Signage for parking of electric vehicles shall include: *Amenity Centers that are part of single-family developments are also excluded from this requirement **Multi-Family or Apartment developments providing 100% of the housing units as workforce housing for populations 120% at or below Area Median Income for a period of no less than 15 years are exempt from this requirement if the development meets one of the following criteria: 1. The project has been approved for Low Income Tax Credit Funding, or 2. An agreement for monitoring and enforcement is established between the developer and the county. Board of Commissioners - June 17, 2024 ITEM: 16- 4 - 3 TA23-03 EV Parking- 06-17-2024 Board of Commissioners Public Hearing Draft i. Information on the charging station to identify voltage, amperage and safety information. Time limits may be placed on the number of hours that an EV is allowed to charge. If applicable, warnings shall be posted to alert charging station users about hours of use and possible actions affecting EVCS that are not being used according to posted rules. ii. Restrictions shall be included on the signage, if removal provisions are to be enforced by the property owner. iii. As appropriate, direction signs meeting the requirements of Section 5.6.2.i to effectively guide motorists to the charging station space(s). d. Usage Fees: The property owner or operator may collect a service fee for the use of an electric vehicle charging station made available to visitors of the property. e. Location: EV Charging Stations may be located in the required street yard or transitional buffers. i. EV Charging Stations located in the required street yard or transitional buffers are exempt from the provisions of Section 5.4.3.C, Activities and Development Within Buffer. 4. Accessible Facilities a. Any existing, new, or expanding parking facility or parking structure that provides Electric Vehicle Ready Parking Spaces, Electric Vehicle Charging Stations, or a combination thereof shall be required to provide ADA accessible spaces according to the ratios shown in Table 5.1.2.D.3 b. It is strongly encouraged, but not required, that a minimum of one accessible Electric Vehicle Charging Station (EVCS) be provided at sites with fewer than 5 EVCS. c. Accessible electric vehicle charging stations should be located in close proximity to the building or facility entrance and shall be connected Table 5.1.2.D.3: Minimum Electric Vehicle Charging Stations Number of Electric Vehicle Ready Capable Parking Spaces Minimum Required Accessible Electric Vehicle Ready Capable Parking 5 - 50 1 51 - 100 2 101 - 150 3 Board of Commissioners - June 17, 2024 ITEM: 16- 4 - 4 TA23-03 EV Parking- 06-17-2024 Board of Commissioners Public Hearing Draft to a barrier-free accessible route of travel. It is not necessary to designate the accessible electric vehicle charging station exclusively for the use of disabled persons. d. ADA parking meeting the requirements of this section may count towards the minimum parking requirements of Table 5.1.2.A. Board of Commissioners - June 17, 2024 ITEM: 16- 4 - 5 TA 23-03 Public Comments and Staff Responses Note: Paraphrased comments received from phone or in-person conversations are shown in italics. Written comments received via email are shown in quotes. Punctuation may have been added to increase clarity, but comments are otherwise verbatim. A full list of sources and the dates comments were sent are provided at the end of this document. Relevant Amendment Section (s) Source Comment Staff Response General Comments Hill Rogers Is a different type/kind/gauge of wire required depending on if a charging station is Level 1, 2 or 3? If the answer is yes, I would delete the requirement for a wire to be installed because someone may need to install three types of wires and only use 1 or 2. Where is the electrical feed coming into the overall facility? Consideration should be given to a cap on the number of EV-ready spaces. In a 600 space deck, 120 spaces would be EV ready as this ordinance is drafted. 1. Staff had intended to remove this language prior to the public comment draft- research indicated that unless charging stations were installed quickly after build-out, the wiring may deteriorate over time and not serve the initial purpose. This language has been removed. 2. This would be site specific, as agreements with Duke Energy are reached and electric permits are granted. Staff elected not to make changes to the amendment in this regard. 3. Staff reached out to a civil engineer experienced in designing EV charging stations as part of structured parking to get a better understanding of whether this is a common issue in development and whether this would be an issue moving forward, based on his experience. They stated that they had not run into this issue before. Staff elected not to make changes to the proposed amendment in regard to this at this time. If this becomes a problem down the road, the text can be amended. General Comments Brad Schuler, Paramounte Engineering “Is there any documentation or study that has been completed that indicates the private market cannot keep up with the demand for charging stations? a. At the last Planning Board meeting, it was stated that the market is currently keeping up with the demand for charging stations according to US Department of Energy guidelines, but that the market is rapidly changing. b. Recently, the Lowes Foods in Murrayville installed EV charging stations, and the Smithfields in Odgen installed EV charging stations with their redevelopment – both without any requirement to do so. We are also starting to get requests from certain clients to include EV charging stations within their new projects. To me, it appears the market will keep up with the demand just like it has for gasoline vehicles – but please let me know if there is any information to that states otherwise. Why do all businesses have to provide for EV infrastructure when, per the US Department of Energy, most charging occurs at home? This amendment will require every use with 25+ parking spaces to install EV infrastructure. Why require this for industrial development that has little customer traffic? Why retail stores that have short customer visits? Why small mom-and-pop businesses? Churches? Affordable housing projects? Why do EV owners need to the ability to charge at every business/parking lot? Can you please confirm if New Hanover County has installed any EV charging stations on County-owned land? To my knowledge there are no EV charging stations at the new government center, downtown parking deck, and county parks – but I may be wrong. I also don’t understand how this is an appropriate zoning r egulation. Shouldn’t zoning regulations be based on the impacts generate by the proposed use? Businesses don’t create more EVs on the roads. Charging an EV is also not required for someone to enter a commercial business to buy a product or service. Why should private property owners be responsible for providing charging opportunities for those that choose to own an EV? It seems that EV technology is constantly improving. Who knows what equipment will be required in 5-10 years. Why require conduit/electrical infrastructure now for something that may never be installed? I fear that if the technology changes, or if some folks halfheartedly install the required EV infrastructure, that folks are going to have to reinstall, modify, or never use the infras tructure they were required to install to obtain zoning approval. To me, it seems better to design the EV charging system all at one time. In addition, it seems the range and charging times for EVs are continually improving, resulting in less time an EV needs to be charged.” These comments are primarily related to the amendment concepts and intent, which are outlined and detailed in the staff report. In general, the draft amendment is intended to make it as easy and cost effective for property owners to install EV charging stations in the future when it becomes feasible and/or necessary. While it is uncertain at this time how many EV stations will be necessary in a future market, this sets property and business owners up to be able to retrofit more easily for a lower upfront cost. Board of Commissioners - June 17, 2024 ITEM: 16- 5 - 1 Board of Commissioners - June 17, 2024 ITEM: 16- 5 - 2 EV Parking Spaces UDO Text Amendment, TA23-03 Public Hearing Presentation Zach Dickerson Senior Planner Planning & Land Use Slide 1June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 1 Amendment Process Concept Presentation Release Draft for Public Comment Planning Board Public Hearing Board of Commissioners Public Hearing Planning & Land Use Slide 2June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 2 Development Considerations •Where EV owners will likely charge their vehicles •Distribution of charging stations •Impact on site design •Cost of installation Slide 3June 17, 2024Planning & Land Use Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 3 Intent •Create clear standards that everyone understands. •Allow for easier and less expensive modifications to install future charging stations. •Avoid burdens on developers and excessive costs for future owners to install charging stations. •Consider needs of citizens that might not be met by the current market. Planning & Land Use Slide 4June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 4 Staff Analysis •Three key focus areas of the amendment: •Definitions •Minimum Off-Street Parking Standards •Accessibility Slide 5June 17, 2024Planning & Land Use Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 5 Slide 6June 17, 2024Planning & Land Use Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 6 Amendment Revisions •Terminology changed from EV Ready Parking Space to EV Capable Parking Space •Language added to allow EV Charging Stations in required transitional buffers and street yards •Language added to exempt multi-family development that provides 100% affordable housing June 17, 2024 Slide 7 Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 7 Next Steps Concept Presentation Release Draft for Public Comment Planning Board Public Hearing Board of Commissioners Public Hearing Planning & Land Use Slide 8June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 16- 6 - 8 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: Planning P R E S E N T E R(S ): T heo Mc C lammy, H o using Program Manager C O N TA C T (S ): T heo Mc C lammy and Rebekah Ro th, Pla nning & L and U se D irector S U B J EC T: C onsidera*on of Workforce Housing S ervices P rogram Request for P roposals for Fisc al Year 2025 B R I E F S U M M A RY: T he Planning and L and U se Department has developed a fra mewo rk f o r a Request f o r Pro posals (R F P) to u'lize funds allo cated for affordable ho using through the Workforce H o using S ervices Program (W H S P). T his is the third year in a five-year co mmitment fro m the B oard of C ommissioners to invest $15 millio n toward workforce and affordable ho using. T he C ounty Manager's budget recommends use of America n Rescue Plan (A R P) funds for F Y 25. Staff has reviewed the requirements for that funding sourc e a nd ha ve a 7a ched an analysis prepared by Planning & Finance outlining its effects on the program. To con'nue to best determine the community's needs at this 'me, the R F P is intended to be released in J uly 2024. For- pro fi t and no n-pro fit developers and agencies will be invited to submit propo sals for funding to assist pro grams and pro jects that will ensure co mprehensive opportuni'es f o r workforce and affordable ho using in N ew Hanover C ounty. A limit o f $1.5 millio n per program or project is pro posed. Funding go als and prio ri'es are based on the J oint C o unty/C ity Wo rkf o rce Housing Advisory C o mmi7ee Strategic Plan and fi ndings o f the C omprehensive Housing Study a nd Survey to create an immediate impact o n N ew H ano ver C o unty residents. Pro posed eligible ac'vi'es include water and sewer inf rastructure, land acquisi'o n, the construc'o n or rehabilita'o n of affordable single-family or mul'fa mily housing units for sale o r rent, downpayment assistance, tenant- based rental assistance, and/or emergency repair o f single-fa mily units for inco me-eligible clients. Pro gram prio ri'es are intended to ensure co mprehensive opportuni'es f o r households earning between 60% - 120% o f average median inco me (AM I ) are available. Projects and programs that serve a ra nge o f households, including tho se belo w 60% AM I , will also be co nsidered fo r funding. T he framewo rk is designed to address the community ’s ho using needs by increasing the supply o f residen'al units, retaining exis'ng aff o rdable housing stock, and inc rea sing residents access to those ho mes. Reco mmended prio ri'es for this round o f f unding are generally in line with those of the prio r f unding cycles, including the ability to break ground quickly (by J uly 2025), the number of new units pro vided, levera ging of diverse funding so urces, a perio d of affordability of at least 20 years, and the acceptance of Housing C hoice Vo uchers. I n addi'on, staff reco mmends co n'nuing the s'pula'on that projects must have received Technic al Review C ommi7ee (T R C ) approval in order to be eligible f o r funding if applicable, as pro jects without T R C approva l may no t ha ve completed the wo rk necessary to determine full pro ject costs and to avoid poten'al conflicts between funding a llo ca'ons and C ounty review requirements. Pro posals for land acquisi'o n and o ff-site water-sewer extensio ns would no t be required to have T R C approval, as those develo pment-related ac'vi'es would generally occur prior to T R C review. H o wever, submissio ns would be assessed based o n shovel-readiness and how funding would be leveraged. T he Workforce Ho using Advisory C ommi7ee reviewed and discussed the f ramework and propo sed 'meline at its May and J une mee'ngs. Prior to the an'cipated J uly R F P release, staff will ho ld inf o rma'on sessio ns f o r poten'al applicants. Staff also intends to hold interviews with applica nts aEer the submissio n deadline to determine the f unding Board of Commissioners - June 17, 2024 ITEM: 17 structure required by the pro posal to ensure it meets the needs of the recipients. A cro ss-f unc'o nal team o f N ew Hanover C ounty staff and up to five members of the J o int Workforce H o using Adviso ry C ommi7ee will meet in August to evaluate propo sals for eligibility and completeness. Rec o mmenda 'o ns are expected to be presented to the B oard in early fall f o r f unding alloca'ons. B ased o n the B o ard’s feedback, staff will finalize the priori'es a nd develop a public release plan bef o re issuing the R F P. T he public informa'o n plan will include two virtual inf o rma'on sessio ns. S T R AT EGI C P L A N A L I G N M E N T: S us tainable L and U s e & Environmental S tew ards hip Through planned grow th and dev elopment, res idents have acces s to their basic need Connect res idents to bas ic needs thr ough a variety of hous ing and tr ansporta'on op'ons. R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Appro ve the Workforce Ho using Services Program Request f o r Pro posals f o r Fiscal Year 2025. AT TA C H M E N T S : Descrip'on Workforce Housing FY25 Presentation ARP Impact Analysis C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend appro val. C O M M I S S I O N E R S ' A C T I O N S : Approved 5-0. Board of Commissioners - June 17, 2024 ITEM: 17 Workforce Housing Services Program Request for Proposals FY25 Theo McClammy Housing Program Manager Planning & Land Use Department Slide 1June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 1 Alignment with New Hanover County Strategy •Sustainable Land use and Environmental Stewardship •Through planning growth and development, residents have access to their basic needs. •County/City Workforce Housing Advisory Committee (WHAC) Strategic Plan, April 2023 •Housing Needs Assessment, City of Wilmington & New Hanover County 2022 •Affordable & Workforce Housing Public Opinion Study for New Hanover County & the City of Wilmington, April 2021 Planning & Land Use Department June 17, 2024 Slide 2 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 2 Housing Data Planning & Land Use Department June 17, 2024 Slide 3 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 3 Housing Data Slide 4Planning & Land Use Department June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 4 Allocations FY23 & FY24 Project Type Amount Status Families Units Total Estrella Landing Construction $1,500,000 Spring ’24 opening 84 Covenant Senior Housing Construction $1,500,000 Anticipate 20 units available Sept ’24 68 Residence at Canopy Pointe Construction $600,000 Summer ’24 opening 72 Cape Fear Habitat Haven Place Construction $1,000,000 Under construction 35 WARM NC Urgent Repairs $872,000 Underway 40 New Beginning Christian Church Rent Assistance $500,000 Underway 127 Combined Total $5,972,000 127 299 426 Planning & Land Use Department June 17, 2024 Slide 5 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 5 Estrella Landing Covenant Sr. Housing Slide 6June 17, 2024Planning & Land Use Department Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 6 Residence at Canopy Pointe Haven Place Slide 7June 17, 2024Planning & Land Use Department Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 7 Affordable Housing Initiatives: Furthering the county’s commitment to workforce housing initiatives and the Board’s 5-year $15 million Workforce Housing Services Program to help: •increase the supply of residential units, •retain existing affordable housing stock, and •increase residents’ access to those homes. Goals Planning & Land Use Department June 17, 2024 Slide 8 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 8 •American Rescue Plan Act (ARP) •Planning and Finance collaborated on impact analysis •Funds must be allocated by December 2024 •Projects completed and funds disbursed by December 2026 Funding Planning & Land Use Department June 17, 2024 Slide 9 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 9 Eligible Activities •Land acquisition •Construction of new affordable single-family or multifamily housing units for sale or rent (including site work, infrastructure, operational, and design costs) •Conversion/rehabilitation of existing residential and non-residential structures for affordable single-family or multifamily housing units for sale or rent •Emergency repair of single-family units for income eligible clients •Down payment assistance for income eligible homebuyers •Tenant-based rental assistance Planning & Land Use Department June 17, 2024 Slide 10 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 10 Requirements •Minimum affordability period at least 20 years; •Serve families 60-120% of the Area Median Income; •Site must be zoned for proposed development, if applicable; •Site must not be impacted by environmental problems, including flood hazards; and •Technical Review Committee approval, if applicable. Planning & Land Use Department June 17, 2024 Slide 11 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 11 Priorities •Shovel Ready - anticipated to break ground prior to July 2025 •Speed to market - how quickly developer teams can bring units to the market •Provide housing at a variety of price points •Leverage diverse funding sources •Accept Housing Choice Vouchers •Projects evaluated through point-based scoring of financial feasibility, development and management team, and development quality Planning & Land Use Department June 17, 2024 Slide 12 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 12 Timeline Board of Commissioners June RFP Virtual Information Sessions June 26 & 28 RFP Release July 8 - Aug 5 Applicant Interviews & Review Committee August Workforce Housing Advisory Committee September Board of Commissioners October Slide 13Planning & Land Use Department June 17, 2024 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 13 Feedback & Questions Thank You Slide 14 Board of Commissioners - June 17, 2024 ITEM: 17- 1 - 14 1 Impact Analysis: ARP Funding and Affordable Housing June 7, 2024 Based on the County Manager’s recommended budget, Planning and Finance have reviewed the American Rescue Plan (ARP) requirements for infrastructure of affordable housing projects. Planning is continuing to work with Finance and Legal to prepare for the Federal requirements and to minimize impact on recipients. The attached chart outlines our current assessment of the implications of the change in funding source. Key changes are in red text. It appears that the major implications include: • Funds would need to be allocated (all contracts executed) by December 31, 2024 and funds must be expended by December 31, 2026. We may wish to establish a deadline for fund expenditures ahead of the December 31, 2026 federal requirement to allow any funds not expended to be reallocated to other projects. • Funds can be used for projects that benefit residents making up to 120% AMI, but the period of affordability is 20 years (we have required a minimum of 15 years in the past with additional consideration of projects at 30 years). • We have not funded land acquisition in the past, but this is an eligible expense under ARP and may be something we’d like to consider given the deadlines for expenditure of funds. • Recipients would be required to follow federal guidelines, and some project funding could be structured in multiple ways. As a result, we would recommend that an additional step be added to the application review timeline so we could hold an interview with each applicant to make sure we understand their needs for funding structures, their ability to meet federal requirements, and to determine the best ARP “bucket” that the project would fall under. This would likely take place prior to the committee review of the applications when the recommendation for allocation is made. Board of Commissioners - June 17, 2024 ITEM: 17- 2 - 1 2 Workforce Housing Services Program: Local Dollars v. ARP This chart was used by Housing staff and the grants manager to compare/contrast key requirements from FY 23-24 to FY 24-25 if ARP funds are used. Local Dollars/Current RFP Requirements ARP Funds Potential Requirements Applicant • For-profit corporations, partnerships, or sole proprietors; • Private incorporated non-profit agencies with IRS 501(c)(3) or similar designation; or • Public non-profit agencies and governmental agencies. • For-profit corporations, partnerships, or sole proprietors; • Private incorporated non-profit agencies with IRS 501(c)(3) or similar designation; or • Public non-profit agencies and governmental agencies. Note: Awarded applicants are subrecipients and must have capacity to comply with Federal Uniform Contract Requirements Goals 1. Increase housing stock 2. Retain housing stock 3. Increase housing access 1. Increase housing stock 2. Retain housing stock 3. Increase housing access Eligible Activities • Construction (including site work, infrastructure, operational, and design costs) of new affordable single-family or multifamily housing units for sale or rent • Conversion/rehabilitation of existing residential and non- residential structure(s) for affordable single-family or multifamily housing units for sale or rent • Down payment assistance for income eligible homebuyers • Tenant-based rental assistance • Emergency repair of single-family units for income eligible clients. • Construction (including site work, infrastructure, operational, and design costs) of new affordable single-family or multifamily housing units for sale or rent • Conversion/rehabilitation of existing residential and non- residential structure(s) for affordable single-family or multifamily housing units for sale or rent • Emergency repair of single-family units for income eligible clients • Land Acquisition Other eligible activities are down payment assistance for income eligible homebuyers and tenant- based rental assistance. Funding Type • Loans • Grants • Loans. Per Finance, we must be careful with any project that would accrue revenue with federal funds. There are significant Treasury Dept. strings attached to how and Board of Commissioners - June 17, 2024 ITEM: 17- 2 - 2 3 when revenue generated with federal dollars would have to be spent. Though the final decision is made by management, housing staff and the grants manager have discussed the benefits of a zero percent loan. • Direct allocation (through a MOU or MOA) -similar to Habitat Haven Place and Eden Village Priorities • Shovel ready – defined as ready to break ground prior to July 2025 • Mixture of price-points • Period of affordability that exceeds 15 years with additional considerations for projects at 30 years • Households earning between 60% - 120% AMI. Those below 60% AMI will also be considered for funding. • Acceptance of Housing Choice Vouchers • Shovel ready – defined as ready to break ground prior to July 2025 • Mixture of price-points • Limited maximum income of 120% area median income (AMI), as imposed through a covenant, land use restriction agreement, or other enforceable legal requirement for a period of at least 20 years. • Acceptance of Housing Choice Vouchers Review Criteria (Requirements) • Site must be zoned for proposed development, if applicable; • Technical Review Committee approval including preliminary plat or site plan approval, if applicable; and • Site must not be impacted by environmental problems, including flood hazards. • Projects having ability to allocate funds by December 2024 and expend all funds by December 2026 • Site must be zoned for proposed development, if applicable; • Technical Review Committee approval including preliminary plat or site plan approval, if applicable; and • Site must not be impacted by environmental problems, including flood hazards. Evaluation Process County Cross-functional Team & County/City Workforce Housing Advisory Committee (WHAC) Cross-functional Team & WHAC Additional interview with applicants to determine project needs, funding type (loan or direct allocation), and ability to expend all funds by the deadlines. Board of Commissioners - June 17, 2024 ITEM: 17- 2 - 3 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Regular D E PA R T M E N T: Governing B ody P R E S E N T E R(S ): C hair B ill R ivenbark C O N TA C T (S ): Kym C rowell, C lerk to the B oa rd S U B J EC T: C ommi%ee A ppointments B R I E F S U M M A RY: Vacancies exist o n the following boards and commiees: Airlie Gardens Fo unda#on B oard of D irecto rs C ape Fear C o mmunity C ollege B oard of Trustees C ape Fear Museum Advisory B oard N ew Hano ver C o unty AB C B oard N ew Hano ver C o unty Airport Authority N ew Hano ver C o unty/C ity of Wilmington Wo rkf o rc e Housing Advisory C o mmiee N ew Hano ver C o unty C oopera#ve E xtension Advisory C o uncil N ew Hano ver C o unty N on-C ounty Agency F unding C ommiee N ew Hano ver C o unty Parks and Recrea#o n Adviso ry B oa rd N ew Hano ver C o unty Tourism D evelopment Authority Parks C onservancy o f N ew Hanover C ounty, I nc . B o ard o f D irectors S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance Effec#ve County Management I ncreas e transparency and aw ar enes s about county ac#ons R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Make appointments. AT TA C H M E N T S : Descrip#on Airlie Gardens Foundation Board of Directors Cape Fear Community College Board of Trustees Cape Fear Museum Advisory Board New Hanover County ABC Board New Hanover County Airport Authority New Hanover County Cooperative Extension Advisory Council Board of Commissioners - June 17, 2024 ITEM: 18 New Hanover County/City of Wilmington Workforce Housing Advisory Committee New Hanover County Non-County Agency Funding Committee New Hanover County Parks and Recreation Advisory Board New Hanover County Tourism Development Authority Parks Conservancy of New Hanover County, Inc. Board of Directors C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend make appointments. C O M M I S S I O N E R S ' A C T I O N S : Appointments approved 5-0. Airlie G ardens F oundation Board of D irectors C ape F ear C ommunity C ollege Board of T rustees C ape F ear M useum Advisory B oard N ew H anover C ounty AB C B oard N ew H anover C ounty Airport Authority N ew H anover C ounty/City of Wilmington Workforce H ousing Advisory C ommittee N ew H anover C ounty Cooperative Extension Advisory C ouncil N ew H anover C ounty N on-County Agency Funding C ommittee N ew H anover C ounty P arks and Recreation Advisory B oard N ew H anover C ounty Tourism Development Authority P arks C onservancy of N ew H anover County, I nc. B oard of D irectors Board of Commissioners - June 17, 2024 ITEM: 18 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 1 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 2 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 3 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 4 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 5 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 6 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 7 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 8 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 9 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 10 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 11 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 12 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 13 Board of Commissioners - June 17, 2024 ITEM: 18- 1 - 14 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 1 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 2 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 3 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 4 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 5 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 6 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 7 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 8 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 9 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 10 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 11 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 12 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 13 Board of Commissioners - June 17, 2024 ITEM: 18- 2 - 14 COMMITTEE APPOINTMENTS CapeFearMuseum AdvisoryBoard Vacancies: 2 Terms: 3years, expiring 6/30/2027 Eligible For Applicants Reappointment Nominations Stephen Fortlouis X Charles Pennington Timothy Pinnick Attachments: Committee Information Sheet Attendance Applications Board of Commissioners - June 17, 2024 ITEM: 18- 3 - 1 Board of Commissioners - June 17, 2024 ITEM: 18- 3 - 2 Board of Commissioners - 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5 Board of Commissioners - June 17, 2024 ITEM: 18- 10 - 6 Board of Commissioners - June 17, 2024 ITEM: 18- 10 - 7 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 1 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 2 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 3 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 4 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 5 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 6 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 7 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 8 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 9 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 10 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 11 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 12 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 13 Board of Commissioners - June 17, 2024 ITEM: 18- 11 - 14 N E W H A N OV E R C O U N T Y B OA R D O F C O M M I S S I O N E R S R EQU E S T F O R B OA R D A C T I O N M E E T I N G DAT E : 6/17/2024 Addio nal I tems D E PA R T M E N T: C ounty Manager P R E S E N T E R (S ): C o mmissio ner D ane Scalise C O N TA C T (S ): Rebekah Roth, Planning a nd L a nd U se D irecto r, and T im B uckland, I ntergo vernmental Affairs Manager S U B J EC T: C onsent A genda I tem 10.1 A dop-on of a Resolu-on to S upport N .C . S enator M ic hael L ee's Request for S tate Funding to Repair Roads in N ew Hanover C ounty B R I E F S U M M A RY: N .C . Senator Mic ha el L ee has requested $350,000 in state funds to repa ir ro ads in the S mith C reek E states neighborho o d that were built by a private develo per and have deteriorated. T he repairs wo uld bring the ro ads to state standards and allo w them to be added to the N o rth C arolina D epa rtment o f Transportao n road system. S T R AT EGI C P L A N A L I G N M E N T: G ood G overnance I nternal bus iness processes D evelop and nurture inclus iv e partners hips to deliver s tr ategic obj ecves R EC O M M E N D E D M OT I O N A N D R EQU E S T E D A C T I O N S : Adopt the reso luon. AT TA C H M E N T S : Descripon Road Repair Resolution C O U N T Y M A N AG E R'S C O M M E N T S A N D R EC O M M E N DAT I O N S : (only M anag er) Reco mmend adopo n. C O M M I S S I O N E R S ' A C T I O N S : Adopted 5-0. Board of Commissioners - June 17, 2024 ITEM: 19 NEW HANOVER COUNTY BOARD OF COMMISSIONERS ROAD REPAIR SUPPORT RESOLUTION WHEREAS, roads in the Smith Creek Estates area were built in 1980 by a private developer; and WHEREAS, the developer did not complete the process to petition the roads for addition to the North Carolina Department of Transportation (NCDOT) road system; and WHEREAS, the roads have deteriorated and are in need of repair; and WHEREAS, N.C. Senator Michael Lee has requested $350,000 in state funds to repair the roads to bring them to NC DOT standards; and WHEREAS, the repairs would allow the roads to be added to the state road system, ensuring their future maintenance. NOW, THEREFORE, BE IT RESOLVED, that the New Hanover County Board of Commissioners supports Senator Lee’s request for state funds to repair the roads and supports their inclusion in the state road system to ensure their maintenance in the future. ADOPTED, this the 17th day of June, 2024. NEW HANOVER COUNTY _________________________________________________ William E. Rivenbark, Chair ATTEST: _________________________________________________ Kymberleigh G. Crowell, Clerk to the Board Board of Commissioners - June 17, 2024 ITEM: 19- 1 - 1