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Agenda Packet January 19 2016PERSON COUNTY BOARD OF COUNTY COMMISSIONERS MEETING AGENDA 304 South Morgan Street, Room 215 Roxboro, NC 27573-5245 336-597-1720 Fax 336-599-1609 January 19, 2016 9:00am CALL TO ORDER…………………………………………………... Chairman Newell INVOCATION PLEDGE OF ALLEGIANCE DISCUSSION/ADJUSTMENT/APPROVAL OF AGENDA RECOGNITION(S) ITEM #1 Resolution of Appreciation …………………………………………. Chairman Newell Person County Retiree Robert “Bob” Clay INFORMAL COMMENTS The Person County Board of Commissioners established a 10 minute segment which is open for informal comments and/or questions from citizens of this county on issues, other than those issues for which a public hearing has been scheduled. The time will be divided equally among those wishing to comment. It is requested that any person who wishes to address the Board, register with the Clerk to the Board prior to the meeting. 1 ITEM #2 DISCUSSION/ADJUSTMENT/APPROVAL OF CONSENT AGENDA A. Approval of Minutes of January 4, 2016, B. Budget Amendment #14, and C. Tax Adjustments for the month of January 2016 a. Tax Releases b. NC Vehicle Tax System pending refunds UNFINISHED BUSINESS: NEW BUSINESS: ITEM #3 Stormwater Update ………………………………………………………….. Sybil Tate ITEM #4 Update on Voluntary Agricultural District Program ……………..... Bruce Whitfield ITEM #5 Memorandum of Understanding between Person County and Person County Little League ………………………………………………… John Hill ITEM #6 Consideration of Grant Applications for the Person County Sheriff’s Office ……………………………………………….. Captain Kevin Crabtree ITEM #7 Resolution Approving an Installment Financing Contract, a Deed of Trust and Other Documents – Roxplex Property and Various Facility and Equipment Improvements ……………………………………………………….. Amy Wehrenberg ITEM #8 Appointments to Boards and Committees ……………………………. Brenda Reaves A. Economic Development Board B. Juvenile Crime Prevention Council ITEM#9 Clean Fuel Advanced Technology Grant .………………………………….. Sybil Tate CHAIRMAN’S REPORT MANAGER’S REPORT COMMISSIONER REPORTS/COMMENTS Note: All Items on the Agenda are for Discussion and Action as deemed appropriate by the Board. 2 RESOLUTION OF APPRECIATION WHEREAS, Robert (Bob) Clay has served the people of Person County during his tenure working for Person County Emergency Medical Services as a Shift Supervisor; and WHEREAS, Bob Clay has served the citizens of Person County with honor, integrity, sincerity and dedication, providing accurate, concise services for twenty-five years, August, 1990 – December, 2015; and WHEREAS, Bob Clay has earned the respect and admiration of all who have known him and worked with him throughout his career; and WHEREAS, the County of Person recognizes the many contributions Bob Clay has made to the County and offers him sincere best wishes for his retirement. NOW, THEREFORE, I, David Newell, Sr., Chairman of the Person County Board of Commissioners, do hereby extend this Resolution of Appreciation to Bob Clay for continually striving to make Roxboro and Person County a better place to live and work. Adopted the 19th day of January, 2016. ____________________________________ David Newell, Sr., Chairman Person County Board of Commissioners Attest: ____________________________________ Brenda B. Reaves Clerk to the Board 3 January 4, 2016 1 PERSON COUNTY BOARD OF COMMISSIONERS JANUARY 4, 2016 MEMBERS PRESENT OTHERS PRESENT David Newell, Sr. Heidi York, County Manager Tracey L. Kendrick C. Ronald Aycock, County Attorney Jimmy B. Clayton Brenda B. Reaves, Clerk to the Board Kyle W. Puryear B. Ray Jeffers The Board of Commissioners for the County of Person, North Carolina, met in special session on Monday, January 4, 2016 at 6:30pm in the Commissioners’ meeting room in the Person County Office Building. The purpose of the meeting was to enter Closed Session for the purpose of considering appointment of individuals through an informal interview process with applicants of competitive committee, boards, and commissions per General Statute 143-318.11(a)(6) as well as take action for appointment to such boards and committees. Chairman Newell called the special called meeting to order. CLOSED SESSION #1 A motion was made by Commissioner Puryear and carried 5-0 to enter Closed Session at 6:30pm for the purpose of considering appointment of individuals through an informal interview process with applicants of boards and committees per General Statutes 143-318.11(a)(6). A motion was made by Vice Chairman Kendrick and carried 5-0 to return to open session at 6:55pm. CLOSED SESSION #2 A motion was made by Commissioner Jeffers and carried 5-0 to enter Closed Session at 6:56pm for the purpose of considering appointment of individuals through an informal interview process with applicants of boards and committees per General Statutes 143-318.11(a)(6). A motion was made by Vice Chairman Kendrick and carried 5-0 to return to open session at 7:01pm. 4 January 4, 2016 2 The Board of Commissioners for the County of Person, North Carolina, met in regular session on Monday, January 4, 2016 in the Commissioners’ meeting room in the Person County Office Building. Chairman Newell called the meeting to order at 7:04pm. Vice Chairman Kendrick gave an invocation and Commissioner Jeffers led the group in the Pledge of Allegiance. DISCUSSION/ADJUSTMENT/APPROVAL OF AGENDA: A motion was made by Commissioner Puryear and carried 5-0 to add an item to the agenda for an appointment to the Tourism Development Authority and to approve the agenda as adjusted. PUBLIC HEARING CONSIDERATION OF WHETHER TO FINANCE A PORTION OF THE COST OF CERTAIN IMPROVEMENTS TO COUNTY AND SCHOOL FACILITIES AND WHETHER TO ACQUIRE CERTAIN PROPERTY AND MAKING OF RELATED DETERMINATIONS: A motion was made by Commissioner Jeffers and carried 5-0 to open the duly advertised public hearing for consideration of whether to finance a portion of the cost of certain improvements to county and school facilities and whether to acquire certain property and making of related determinations. The notice of this public hearing was published in The Courier-Times not less than 10 days before the date of this public hearing. Finance Director, Amy Wehrenberg announced that the purpose of the public hearing was for Board consideration of (a) whether the Board of Commissioners for the County (the “Board of Commissioners”) should approve a proposed installment financing agreement and certain related documents pursuant to G.S. §160A-20, as amended, for the purpose of providing funds in an amount not to exceed $1,884,000, with other available funds, for the construction and other accomplishment of the project hereinafter described (the “Project”) and (b) whether in connection with such proposed agreement the County should acquire from the Person County Board of Education (the “Board of Education”) an interest in the real and personal property included in the North End Elementary School Project hereinafter described, including specifically the site of North End Elementary School and the improvements thereon, for use by the Person County Schools. The County would secure the repayment by it of moneys advanced pursuant to such proposed agreement by granting a security interest in a portion of the Project and certain related property. 5 January 4, 2016 3 Ms. Wehrenberg stated the Project consisted of (a) acquiring and improving land and related facilities known as the Roxplex Property for use as recreational facilities of the County, (b) repairing or replacing the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County, (c) repairing and replacing the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, (d) replacing the windows at North End Elementary School (the “North End Elementary School Project”) and (e) replacing the chiller equipment at Southern Middle School. Ms. Wehrenberg described the current plan of the County to finance a portion of the cost of the Project and explained that such plan included the sale by the Board of Education to the County of an interest in the real and personal property included in the North End Elementary School Project, including specifically the site of North End Elementary School and the improvements thereon, for use by the Person County Schools. Ms. Wehrenberg presented and described a proposal to finance a portion of the cost of the Project that the County had received from Branch Banking and Trust Company (the “Bank”) in response to the County’s request for such a proposal (the “RFP”), which RFP it had sent to a number of financial institutions and also was presented by the Finance Director of the County. Such proposal (the “Proposal”) appeared to be the most appropriate of the proposals received by the County to meet its needs under existing circumstances and, together with the RFP, constitutes the proposed agreement that was the subject of the public hearing. Ms. Wehrenberg referenced the bid sheet that was included in the Board’s agenda packet that summarizes the bids noting there were many variables on which to base the comparison; the primary factor was the offered interest rate and legal fees. 6 January 4, 2016 4 The Chairman of the Board of Commissioners then announced that the Board of Commissioners would immediately hear anyone who might wish to be heard on such matters. No one appeared, either in person or by attorney, to be heard on such matters and the Clerk to the Board of Commissioners noted that no written statement relating to such matters had been received. A motion was made by Vice Chairman Kendrick and carried 5-0 to close the public hearing for consideration of whether to finance a portion of the cost of certain improvements to county and school facilities and whether to acquire certain property and making of related determinations. 7 January 4, 2016 5 CONSIDERATION OF WHETHER TO FINANCE A PORTION OF THE COST OF CERTAIN IMPROVEMENTS TO COUNTY AND SCHOOL FACILITIES AND WHETHER TO ACQUIRE CERTAIN PROPERTY AND MAKING OF RELATED DETERMINATIONS: Commissioner Puryear respectively requested Board permission to recuse himself from the vote for Board action related to consideration of whether to finance a portion of the cost of certain improvements to county and school facilities and whether to acquire certain property and making of related determinations and the approval of the lender for such financing due to the recommended lender being his employer. A motion was made by Chairman Newell and carried 4-0 to recuse Commissioner Puryear from the vote for Board action related for consideration of whether to finance a portion of the cost of certain improvements to county and school facilities and whether to acquire certain property and making of related determinations and the approval of the lender for such financing. Chairman Newell requested consideration for a motion to (a) to proceed with the proposed financing of a portion of the cost of the Project and approve on a preliminary basis the Proposal to finance a portion of the cost of the Project in an amount not to exceed $1,884,000 substantially as presented, (b) to authorize the Chairman of the Board of Commissioners and the County Manager and the Finance Director of the County to negotiate further with the approved lender the terms of the Proposal as they consider to be necessary or advisable and (c) to acquire from the Board of Education an interest in the real and personal property included in the North End Elementary School Project, including specifically the site of North End Elementary School and the improvements thereon, for use by the Person County Schools. A motion was made by Commissioner Clayton and carried 4-0 to (a) to proceed with the proposed financing of a portion of the cost of the Project and approve on a preliminary basis the Proposal to finance a portion of the cost of the Project in an amount not to exceed $1,884,000 substantially as presented, (b) to authorize the Chairman of the Board of Commissioners and the County Manager and the Finance Director of the County to negotiate further with the approved lender the terms of the Proposal as they consider to be necessary or advisable and (c) to acquire from the Board of Education an interest in the real and personal property included in the North End Elementary School Project, including specifically the site of North End Elementary School and the improvements thereon, for use by the Person County Schools. 8 January 4, 2016 6 INFORMAL COMMENTS: The following individual appeared before the Board to make informal comments: Ms. Betty Blalock of 144 Tirzah Ridge, Rougemont advocated for the care of the citizens related to the environmental impacts of the current landfill. DISCUSSION/ADJUSTMENT/APPROVAL OF CONSENT AGENDA: A motion was made by Commissioner Puryear and carried 5-0 to approve the Consent Agenda with the following items: A. Approval of Minutes of December 7, 2015, B. Budget Amendment #13, C. Rural Design Challenge Grant, and D. Cooperative Extension Grant Applications NEW BUSINESS: ANALYSIS OF TWO WASTE OPTIONS – EXPAND LANDFILL VS. TRANSPORT TO GRANVILLE COUNTY: Former Commissioner Frances Blalock and ex-officio member of the Environmental Issues Advisory Committee provided an analysis of the following two waste options: 1) the effects of expanding the landfill and 2) transport Person County’s waste to Granville County. The analysis presented by Ms. Blalock were focused mostly on human and environmental impacts. Ms. Blalock stated the consequences of renewing the contract with Republic would include increased environmental and human impacts. Ms. Blalock noted if another 30-year franchise was given to Republic, the Board would be signing a death warrant to the Mt. Tirzah community. Ms. Blalock told the group that if the Board moved to expand the landfill, she would encourage people living near the landfill to request the County to perform baseline water testing within a one-mile radius of the landfill. She said any remediation, retesting or treatment of wells that might be needed should be covered by funds the County gets from the landfill operation. Ms. Blalock noted she helped bring a recycling center to Person County and that the County had not educated citizens to the fact that a 90% waste reduction was possible through recycling; the County remains at a 5% reduction level of its waste in recycling. Ms. Blalock urged the Board to take a stand on the issue of recycling. 9 January 4, 2016 7 Ms. Blalock stated that if the County closes the current landfill and transports its waste to Granville County, the negatives of keeping the landfill open would go away; traffic will be reduced, air pollutants will be gone; no more obnoxious odors, vultures or wild animals. Ms. Blalock felt that new convenience centers would not be required with just a drop-off center run by a local carrier or by the County. Regarding the City of Roxboro not having or initiating a recycling program, Ms. Blalock suggested that local carriers be allowed to recycle within the City of Roxboro for those businesses or individuals that desire to recycle. Ms. Blalock stated the reports submitted to the County by Smith&Gardner reeked of bias from landfill proponents with no mention of recycling to meet the state goal of 40%, yet they included fees that look like a tax. Ms. Blalock noted Smith&Gardner’s report showed expenses without any revenues assuming everything will remain the same to which she rebutted. Ms. Blalock explained that the renewal of the contract with Republic did not fit in with some of the goals of the County's Futures Strategic Plan. Ms. Blalock reminded the Board of strategic plan goals to maintain aesthetic quality of the County, promote environmentally, responsible development, and to protect and improve Person County's air, land and water. Ms. Blalock said that because more than 100 citizens wrote the Strategic Plan and they placed value on making sure our land, water and air are not polluted and/or contaminated, the recommendation she presented was to close the landfill and to take the County’s garbage to Granville County. Vice Chairman Kendrick inquired about continuing to take waste at the current landfill but use some or all of the tipping fees to put in a separator that would separate recyclables from trash. Ms. Blalock responded there was many ways to look at it and she asked the Board to take ownership on how to handle the waste of Person County. Ms. Blalock said that a future landfill should only take care of the trash from Person County. UPTOWN DEVELOPMENT REPORT: Uptown Development Director, Lauren Wrenn gave the Board of Commissioners a special year-end report to recap the major accomplishments in the Uptown district during the 2015 year. In addition to the local achievements and improvements, the report highlighted accolades from the North Carolina Main Street Center and National Main Street Center. 10 January 4, 2016 8 Special Year-End Report from the Office of the Uptown Development Director The year 2015 marked an especially productive and exciting year for Uptown Roxboro. From numerous private development projects, to national acknowledgement of local achievements, the Main Street district certainly saw great changes throughout the year. The following are some highlights of this year’s notable accomplishments for Uptown Roxboro. • Over $900,000 in public and private investments to Uptown projects • 8 new businesses opened, creating an estimated 10 new jobs • 6 storefronts underwent total façade redevelopments • Selected as North Carolina’s representing Main Street community for the 2016 publication of “Main Streets Across America” presented by National Life Group In addition to the major accomplishments of the Uptown district, the Roxboro Development Group also saw tremendous growth and success in 2015. The following are highlights of Roxboro Development Group successes over the calendar year. • Achieved National Main Street Accreditation for Uptown Roxboro. This is the first time in the organization’s 20+ year history this was accomplished • Logged over 1,000 hours of volunteer service hours from community members • Brought over $40,000 worth of sales to Uptown businesses during various promotional events • Held one of Uptown’s most successful events, the Rox N Roll Cruise-In, which attracted more than 400 different vehicles from all across NC and VA • Partnered with the City of Roxboro, Person County, and Hall’s Agribusiness to launch the beginning of a remarkable Uptown redevelopment project at the Abbitt Street Alleyway Uptown Roxboro is once again a bustling site for development and growth, which is indicative of the transformations yet to come. We are so very excited about all of the wonderful things that have taken place over the past year, and cannot wait to see even more progress in 2016. I share all of this information with you, not to boast, but to impress upon you the importance of Uptown Revitalization in all economic development efforts. In an April 2015 press release, the NC Department of Commerce touted more than $2.2 billion dollars in public and private community investment through the efforts of Main Street programs since 1980, and the creation of more than 1,011 new jobs for the state in a single year. This information, coupled with the highlights above, show just a glimpse of the many ways Main Street Revitalization is important to the overall success of a community. The Roxboro Development Group is honored to serve this wonderful town. We truly believe this is a special place to visit, or call home, and appreciate the efforts of our many partners and volunteers in making these changes possible. 11 January 4, 2016 9 Ms. Wrenn told the group that Roxboro Development Group assisted the City of Roxboro, along with others, with the Uptown decorations. When asked by Commissioner Jeffers about any issues known with parking around the courthouse, Ms. Wrenn stated she was unaware of any particular issues with county vehicles noting that the City of Roxboro has created a parking committee. RECYCLING DISPOSAL FEE FOR TVS AND COMPUTER MONITORS CONTAINING CATHODE RAY TUBE GLASS: Person Industries Assistant Director, Amanda Everett stated her request was for a recycling disposal fee in the amount of $16 to be added to the FY15-16 Fee Schedule for any TVs and computer monitors containing cathode ray tube (CRT) glass when dropped at the Person County Recycling Center (PCRC). PCRC proposes charging residents $16 for each TV/glass computer monitor that is dropped off. Ms. Everett stated that in 2010, North Carolina legislators banned television and computer equipment from landfills. Since then, the state has provided local governments with funding to offset the cost of disposing of CRT glass and provided state approved contractors to collect the waste. In 2015, Ms. Everett noted Person County received $3,019.64 from the state to offset the cost of disposing of television and computer equipment. Under the state contract, the state approved contractors collected TV’s for free and glass monitors at the state contract rate. However, since April 2015 all of the state approved contractors have withdrawn or been removed from the contract. Ms. Everett further noted the private market is currently charging .15-.25 cents per pound and the new state contract may be even higher than the current market rate. Thus, the funds from the state will no longer cover the cost of collection. Ms. Everett estimated an additional $7,000 to $8,000 will be needed to dispose of these items for the remainder of the fiscal year. County Manager, Heidi York stated the goal was for PCRC to operate on a break even and to be self-supporting thereby the request for the proposed fee. The Board discussed options related to the disposal of the TVs and computer monitors and the effects of dumping such items in undesignated areas. Ms. Everett indicated that the PCRC would install cameras and work in coordination with the Roxboro Police Department to deter illegal dumping of such items at the recycling center. A motion was made by Commissioner Jeffers and carried 5-0 to cover the additional costs of disposing TVs and computer monitors using funds from undesignated contingency for the remainder of the fiscal year. Commissioner Jeffers asked the County Manager to report back to the Board the exact amount to be appropriated from Contingency to Person County Recycling Center. 12 January 4, 2016 10 APPOINTMENT TO RESEARCH TRIANGLE REGIONAL PARTNERSHIP: Economic Development Commission Chairman, Kenneth Perry advised that Mr. Randy Reynolds submitted his resignation on December 16, 2015 as one of the Person County, NC three representatives on the Research Triangle Regional Partnership (RTRP) Board of Directors and RTRP’s executive committee member effective upon the appointment of his replacement because he is no longer actively involved in Person County economic development. Mr. Perry told the Board of Commissioners that the Person County Economic Development Commission recommended unanimously at their December 17, 2015 meeting that the Person County Board of Commissioners nominate and appoint Chairman, David Newell to fulfill the unexpired term to June 30, 2016 for both the RTRP Board of Directors and for the RTRP executive committee on behalf of Person County. A motion was made by Commissioner Jeffers and carried 4-1 to appoint Chairman Newell as Person County’s representative to fulfill Randy Reynolds’ unexpired term to June 30, 2016 for both the RTRP board of directors and the executive committee. Chairman Newell cast the lone dissenting vote. ECONOMIC DEVELOPMENT COMMISSION REQUEST FOR A COMPOSITION TITLE CHANGE: Economic Development Commission Chairman, Kenneth Perry stated the Economic Development Commission (EDC) heard from Piedmont Community College President, Dr. Bartlett stating that that the position of Dean of Corporate and Occupational Training was no longer a funded position and the ex-officio member of the EDC that was previously reserved for PCC’s Dean of Corporate & Occupational Training was requested to be served by the PCC representative of workforce training. Mr. Perry said the Person County Economic Development Commission recommended unanimously at their December 17, 2015 meeting that the Person County Board of Commissioners modify the EDC Composition by changing the title of the following ex-officio member from: “Piedmont Community College’s Dean of Corporate and Occupational Training” to “Piedmont Community College’s representative of workforce training”. County Attorney, Ron Aycock recommended the Board amend its Resolution governing the structure of Economic Development Commission to formalize and ratify any action taken by the Board. A motion was made by Commissioner Jeffers and carried 5-0 to adopt a Resolution Amending the Economic Development Commission for a composition title change for the ex-officio, non-voting representative of Piedmont Community College. 13 January 4, 2016 11 14 January 4, 2016 12 15 January 4, 2016 13 APPOINTMENT TO TOURISM DEVELOPMENT AUTHORITY: Chairman Newell requested Board nomination for the pending appointing to the Tourism Development Authority. The three applicants eligible for appointment to the available position for a 3-year term were: 1) Blossom Gardner 2) Saundra Clemmons 3) Tommy Winstead Commissioner Clayton nominated Blossom Gardner to be appointed. Commissioner Puryear nominated Tommy Winstead to be appointed. Chairman Newell asked for a vote by show of hands. Commissioners Clayton and Jeffers voted by show of hands for Blossom Gardner. Chairman Newell, Vice Chairman Kendrick and Commissioner Puryear voted by show of hands for Tommy Winstead. By acclamation, Tommy Winstead was reappointed to the Tourism Development Authority for a 3-year term. BOARD OF COMMISSIONERS COMMITTEE ASSIGNMENTS: Chairman Newell announced the following 2016 Committee Assignments for the Board of Commissioners: 16 January 4, 2016 14 2016 Person County Board of Commissioners COMMITTEE ASSIGNMENTS Chairman David Newell, Sr. Airport Commission Board of Equalization and Review Economic Development Commission Juvenile Crime Prevention Council Region K Workforce Development Board Research Triangle Regional Partnership Vice Chairman Tracey L. Kendrick Animal Control Advisory Committee Health Board Library Board Person Area Transportation System Board Person County Senior Center Advisory Council Commissioner Jimmy B. Clayton COG Board Kerr Tar RPO - TAC NCACC District Director OPC Community Operations Board Upper Neuse River Basin Association Commissioner Kyle W. Puryear Board of Equalization and Review Alternate E-911 Committee High Speed Internet Committee Local Emergency Planning Committee Commissioner B. Ray Jeffers Board of Equalization and Review Alternate Extension Advisory Committee Environmental Issues Advisory Committee Fire Chief’s Association Home Health & Hospice Advisory Committee Home & Community Care Block Grant Adv. Committee NACo Board of Director Person County Partnership for Children Recreation Advisory Board Social Services Board 17 January 4, 2016 15 CHAIRMAN’S REPORT: Chairman Newell had no report. MANAGER’S REPORT: County Manager, Heidi York reported that the Granville County Board of Commissioners were addressing Person County’s request to consider accepting solid waste from Person County and the Granville County Manager had let her know that their Board had decided the request warranted further discussion and thereby referred it to their Solid Waste Committee. Ms. York said that the Granville County Manager and she would be holding a conference call meeting on January 5, 2016 and she would update the Board on any new developments. Ms. York noted the Airport Commission would be meeting on January 7, 2015. COMMISSIONER REPORT/COMMENTS: Commissioner Jeffers told the other Board members that Mr. Browning requested to hear from each commissioner related to his email. Commissioner Clayton commented a possible discussion item with Granville County may be setting up a transfer station to separate recycling from the waste. Commissioner Clayton stated the recycling could be delivered to Person County Recycling Center and the waste only would be transported to Granville County should they choose to accept waste from Person County. Commissioner Puryear had no report. Vice Chairman Kendrick had no report. 18 January 4, 2016 16 ADJOURNMENT: A motion was made by Commissioner Puryear and carried 5-0 to adjourn the meeting at 8:04pm. _____________________________ ______________________________ Brenda B. Reaves David Newell, Sr. Clerk to the Board Chairman (Draft Board minutes are subject to Board approval). 19 1/19/2016 Dept./Acct No.Department Name Amount Incr / (Decr) EXPENDITURES General Fund Transfer to Other Funds 15,000 Contingency (15,000) EXPENDITURES Person Industries & MRF Fund Material Recycling Facility 15,788 REVENUES Person Industries & MRF Fund Other Revenues 788 Transfers from Other Funds 15,000 Explanation: BUDGET AMENDMENT Receipt of donation for Hazardous Household Waste Day ($788); transfer of undesignated contigency in General Fund to PI-MRF for electronic waste disposal services ($15,000) BA-1420 AGENDA ABSTRACT Meeting Date: January 19, 2016 Agenda Title: Tax Adjustments Summary of Information: Attached please find the tax releases and NCVTS motor vehicle pending refunds: 1. January 2016 tax releases. 2. January 2016 North Carolina Vehicle Tax System (NCVTS) pending refunds. Recommended Action: Motion to accept reports and authorize refunds. Submitted By: Russell Jones, Tax Administrator 21 COSSYS PERSON COUNTY TAX OFFICE COLLECTION SCROLL-12:LEVY ADJUSTMENTS ALL TAX YEARS 01112016 PAGE: 1 ACCOUNT # COLREC COUNTY-TAX DISTRICT DISTRICT DOG PENALTY INT/DISC LIEN-COST TOTAL NUMBER TRNREC CLRK DATE DISTRICT-" 61259 3012015 BOWES BRENDA P L/E HOUSE & LOT 61259 301 9157 -346.50 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -346.50 15485R 1540 MP 11182015 REASON:SR EXEMP APPROVED FOR 2015 8778 3012015 BOWES ROSA W & BIRCH M HUEL GENTRY/LT1/H&L 8778 301 8159 -244.44 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -244.44 15486R 1541 MP 11182015 REASON:SR EXEMPTION APPROVED FOR 2015 9361 3012015 BULLOCK ORA M LIFE ESTATE DEF/T111&78/100AC/MOD 9361 301 7665 -175.48 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -175.48 15487R 1542 MP 11182015 REASON:SENIOR EXEMPTON APPROVED FOR 2015 14665 3032015 BURCH RUTH DICKERSON 1 AC/LT3/HSE 14665 303 27847 -438.92 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -438.92 15488R 1543 MP 11182015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 5471 3012015 CARVER RANDALL & POLLY L/EST 1 & 88/100 AC & BRICK DW 5471 301 7705 -261.60 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -261.60 15489R 1544 MP 11182015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 5113 3012015 CASH WILLIAM B JR & MAXINE HOUSE & LOT 5113 301 5313 -196.24 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -196.24 15490R 1545 MP 11182015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 6598 3012015 DUNKLEY LOIS L HOUSE & 2 ACRES 6598 301 2908 -340.16 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -340.16 15491R 1546 MP 11182015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 27267 3012015 MCGHEE JOYCE ANN 3&32/100AC/LTB/DW&L 27267 301 20033 -272.80 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -272.80 15492R 1547 MP 11192015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 47381 3012015 NORWOOD STELLA M LIFE ESTATE H/L S MAIN ST 47381 301 12932 -188.37 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -188.37 15493R 1548 MP 11192015 -177.60-50 0.00 0.00 -177.60__________ -365.97 REASON:SENIOR EXEMPTION APPROVED FOR 2015 15018 3012015 REEDY DAVID & BARBARA I CRYSTAL LAKE/P2/L10/H&L 15018 301 22274 -315.00 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -315.00 15494R 1549 MP 11192015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 43213 3012015 WORLEY JAMES C FLATRIVER WDS/LT21/DW&L 43213 301 24324 -445.71 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -445.71 15495R 1550 MP 11192015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 3922 3012015 WRENN BENJAMIN A & IRIS L/EST HOUSE AND LOT 3922 301 15132 -688.59 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -688.59 15496R 1551 MP 11192015 REASON:SENIOR EXEMPTION APPROVED FOR 2015 1410 1122012 BRIGGS RONALD T LIFE ESTATE 6 & 82/100 ACRES 1410 112 58161 -0.30 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.30 2012R 1570 SRJ 11302015 REASON:UNDER ONE DOLLAR 1410 1132013 BRIGGS RONALD T & BEVERLY S 6 & 82/100 ACRES 1410 113 58162 -0.46 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.46 2013R 1571 SRJ 11302015 REASON:UNDER ONE DOLLAR 1410 1142014 BRIGGS RONALD T & BEVERLY S 6 & 82/100 ACRES 1410 114 58163 -0.46 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.46 2014R 1572 SRJ 11302015 REASON:UNDER ONE DOLLAR 16499 3022015 HILL ODELL J VACANT LOT 16499 302 11448 0.00 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 0.00 2015R 1573 SRJ 11302015 -0.01-50 0.00 0.00 -0.01__________ -0.01 REASON:UNDER ONE DOLLAR 37640 3012015 KEE GWENDOLYN M MULLINS MANOR/LT7/VL 37640 301 23626 0.00 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.01 2015R 1574 SRJ 11302015 REASON:UNDER ONE DOLLAR 65359 3012015 MOORE MICHAEL A & SHERRIE L 1 & 47/100 AC/LOT 2 22770 301 22608 -0.57 0.00- 0 -0.02-30 0.00 0.00 0.00 0.00 -0.59 2015R 1575 SRJ 11302015 REASON:UNDER ONE DOLLAR 22 COSSYS PERSON COUNTY TAX OFFICE COLLECTION SCROLL-12:LEVY ADJUSTMENTS ALL TAX YEARS 01112016 PAGE: 2 ACCOUNT # COLREC COUNTY-TAX DISTRICT DISTRICT DOG PENALTY INT/DISC LIEN-COST TOTAL NUMBER TRNREC CLRK DATE DISTRICT-" 3784 2012015 PERRY GORDON JARVIS PERSONAL/BOAT 3784 201 35665 -0.02 0.00- 0 0.00- 0 -0.01 0.00 0.00 0.00 -0.03 2015R 1576 SRJ 11302015 REASON:UNDER ONE DOLLAR 5878 3032015 STEWART LOIS P L/ESTATE J COLEMAN/LT12/VL 5878 303 21817 -0.09 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.10 2015R 1577 SRJ 11302015 REASON:UNDER ONE DOLLAR 5643 2012015 STEPHENS JOHN W III & LISA B PERSONAL/BOAT 5643 201 40322 -110.46 0.00- 0 0.00- 0 0.00 -16.57 0.00 0.00 -127.03 15497R 1579 RH 12112015 REASON:DELETE TAX YEAR 2014 2015 BOAT SOLD 2013 41499 3012015 BETTS SHIRLEY EDWARD HOUSE & LOT 41499 301 9016 0.00 0.00- 0 0.00- 0 -3.00 -0.02 0.00 0.00 -3.02 15498R 1581 CW 12172015 REASON:DIDN T OWN DOG FOR 2015 9929 3022015 CATES WILLIAM III DEF/T & 80 ACRES 9929 302 5318 -22.69 0.00- 0 0.00-30 0.00 0.00 0.00 0.00 -22.69 15499R 1582 CW 12212015 REASON:CORRECT PER CP&L PLAT 17 F2015 56309 1022015 CAROLINA SOLAR ENERGY BUSINESS PERSONAL 56309 102 41918 -3727.64 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -3727.64 15500R 1583 RH 12292015 REASON:CORRECTION OF VALU/NEW INFO 18537 1012015 LANE PERKINS CONSTRUCTION LLC BUSINESS PERSONAL 18537 101 41259 -14.70 0.00- 0 0.00- 0 0.00 -1.47 0.00 0.00 -16.17 15501R 1584 CW 12292015 REASON:BUSINESS WAS DISSOLVED APRIL 4 2012 31482 1052005 CHANDLER ERIC LAMONT FAIRMONT FUTURA 4S 31482 105 42114 0.00 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 0.00 2005R 1585 SRJ 12312015 -0.01-50 0.00 0.00 -0.01__________ -0.01 REASON:UNDER ONE DOLLAR 14948 1142014 LONG SHERRY HENDERSON RD LT & SW 14948 114 55137 -0.24 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.25 2014R 1586 SRJ 12312015 REASON:UNDER ONE DOLLAR 6173 1142014 WILLIAMS SHEILA/FARRISH RUTH FLOSSIE HUMPHREY/D/DW 6173 114 54681 -0.21 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.22 2014R 1587 SRJ 12312015 REASON:UNDER ONE DOLLAR 10097 3012015 CALHOUN MARGARET BEATRICE HOUSE & LOT 10097 301 9510 -0.57 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.58 2015R 1588 SRJ 12312015 REASON:UNDER ONE DOLLAR 64134 1032015 CAROLINA BANK 153 &94/100 ACRES 64134 103 421 0.00 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.01 2015R 1589 SRJ 12312015 REASON:UNDER ONE DOLLAR 3264 3022015 HOGAN VICKIE D 1 & 20/100 ACRES 3264 302 21436 -0.18 0.00- 0 -0.02-30 0.00 0.00 0.00 0.00 -0.20 2015R 1590 SRJ 12312015 REASON:UNDER ONE DOLLAR 6090 3012015 HOLT RAY S JACKSON ST HOOK UP 6090 301 11523 -0.01 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.01 2015R 1591 SRJ 12312015 -0.01-50 0.00 0.00 -0.01__________ -0.02 REASON:UNDER ONE DOLLAR 1722 3032015 JOHNSON BRADY B & BARBARA S 129 HARRIS STREET 1722 303 11295 -0.50 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.50 2015R 1592 SRJ 12312015 -0.48-50 0.00 0.00 -0.48__________ -0.98 REASON:UNDER ONE DOLLAR 18842 3012015 MCKENNA ANN C SLEEPY HOLLOW/LT17/DW&L 18842 301 17251 -0.19 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.20 2015R 1593 SRJ 12312015 REASON:UNDER ONE DOLLAR 63360 3012015 MORALES JOSE RAMON & FELIPA I MEADOWBROOK/P1/L46/DW&L 63360 301 23262 -0.03 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.04 2015R 1594 SRJ 12312015 REASON:UNDER ONE DOLLAR 64512 2012015 ROBERSON MATTHEW CRAIG PERSONAL/BOAT 64512 201 40099 -0.36 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.36 2015R 1595 SRJ 12312015 REASON:UNDER ONE DOLLAR 23 COSSYS PERSON COUNTY TAX OFFICE COLLECTION SCROLL-12:LEVY ADJUSTMENTS ALL TAX YEARS 01112016 PAGE: 3 ACCOUNT # COLREC COUNTY-TAX DISTRICT DISTRICT DOG PENALTY INT/DISC LIEN-COST TOTAL NUMBER TRNREC CLRK DATE DISTRICT-" 13110 3022015 ROBERSON RENEE SNEAD & MARK C 1 ACRE/TRT C 13110 302 19514 -0.60 0.00- 0 -0.04-30 0.00 0.00 0.00 0.00 -0.64 2015R 1596 SRJ 12312015 REASON:UNDER ONE DOLLAR 8259 3012015 THOMAS DAVID B & DEBORAH P HOUSE & LOT 8259 301 14232 -0.30 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.30 2015R 1597 SRJ 12312015 -0.30-50 0.00 0.00 -0.30__________ -0.60 REASON:UNDER ONE DOLLAR 15096 3022015 WAGNER SILAS HAYES & MARY M SEC B LOT 46 15096 302 16350 -0.02 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.03 2015R 1598 SRJ 12312015 REASON:UNDER ONE DOLLAR 9690 3032015 WHITE JAMES H & DELORES ETAL 6&2/10AC/SR 1134 9690 303 17432 0.00 0.00- 0 -0.01-30 0.00 0.00 0.00 0.00 -0.01 2015R 1599 SRJ 12312015 REASON:UNDER ONE DOLLAR 15559 2012015 WOOTTON CLYDE A PERSONAL PROPERTY 15559 201 35011 -0.10 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -0.10 2015R 1600 SRJ 12312015 REASON:UNDER ONE DOLLAR 37024 2012015 REED CRYSTAL L PERS/SW/86 LYMAN LN 37024 201 39657 -11.74 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -11.74 15502R 1601 MP 01052016 REASON:LOT 12 IS THE SAME AS 86 LYMAN LN DOUBLE BILLED 39125 3012015 TAYLOR ROBERT C & PATRICIA A DAYFIELD/LT8/H&L 39125 301 25588 0.00 0.00- 0 0.00-30 -3.00 0.00 0.00 0.00 -3.00 15503R 1604 CW 01052016 REASON:DID NOT HAVE A DOG 55368 2012015 COZART LAWRENCE WEST PERSONAL/TRAILER 55368 201 36747 -21.54 0.00- 0 0.00- 0 0.00 -2.15 0.00 0.00 -23.69 15504R 1615 MP 01052016 REASON:JUNKED NOVEMBER 2014 18960 1132013 CAROLINA DESIGN OF ROXBORO INC BUSINESS PERSONAL 18960 113 51489 -15.14 0.00- 0 0.00- 0 0.00 -1.51 -2.85 0.00 -19.50 15505R 1632 RH 01082016 REASON:BUSINESS CLOSED IN 2010 18960 1142014 CAROLINA DESIGN OF ROXBORO INC BUSINESS PERSONAL 18960 114 54315 -13.22 0.00- 0 0.00- 0 0.00 -1.32 -1.28 0.00 -15.82 15506R 1633 RH 01082016 REASON:BUSINESS CLOSED IN 2010 18960 1012015 CAROLINA DESIGN OF ROXBORO INC BUSINESS PERSONAL 18960 101 33546 -12.80 0.00- 0 0.00- 0 0.00 -1.28 -0.28 0.00 -14.36 15507R 1634 RH 01082016 REASON:BUSINESS CLOSED IN 2010 18559 1012015 NONIEMADEIT BUSINESS PERSONAL 18559 101 33010 -2.39 0.00- 0 0.00- 0 0.00 -0.24 -0.05 0.00 -2.68 15508R 1635 RH 01082016 -2.25-50 -0.22 -0.05 -2.52__________ -5.20 REASON:MOVED TO DURHAM 31560 3012015 HENDERSON CHRISTIE Y HOUSE & LOT 31560 301 9584 -163.88 0.00- 0 0.00- 0 0.00 0.00 0.00 0.00 -163.88 15509R 1636 CW 01112016 -154.51-50 0.00 0.00 -154.51__________ -318.39 REASON:CHANGE CONDITION DUE TO FIRE DAMAGE FOR YEAR 2015 24 COSSYS PERSON COUNTY TAX OFFICE COLLECTION SCROLL-12:LEVY ADJUSTMENTS ALL TAX YEARS 01112016 PAGE: 4 TRANSACTION TOTALS PAGE TRANSACTIONS FROM 1 THROUGH 1636 IN SY0:TAX .MOD AMOUNTS FROM -999999999.99 THROUGH 999999999.99TRANSACTION TYPES:R TRANSACTIONS 11012015->99992027 0 PAYMENTS 0 DISC/CORR 49 RELEASES TOTAL CREDIT NET CREDIT (PAYMENT+RELEASE) (TOTAL-DISC/CORR)PERSON COUNTY TAX OFFICE 0.00 0.00 -8035.22 8035.22 8035.22LATE LISTING 0.00 0.00 -24.56 24.56 24.56 DOG 0.00 0.00 -6.01 6.01 6.01 CODE DISTRICT NAME 30 STORMWATER FEE 0.00 0.00 -0.18 0.18 0.18 --------------- --------------- --------------- --------------- --------------- SUB-TOTAL 0.00 0.00 -8065.97 8065.97 8065.97 STATE 3PCT INTEREST 0.00 0.00 0.00 0.00 0.00 DISCOUNT 0.00 0.00 0.00 0.00 0.00INTEREST 0.00 0.00 -4.46 4.46 4.46LIEN SALE COST 0.00 0.00 0.00 0.00 0.00 --------------- --------------- --------------- --------------- --------------- TOTAL 0.00 0.00 -8070.43 8070.43 8070.43 50 CITY OF ROXBORO 0.00 0.00 -335.17 335.17 335.17LATE LISTING 0.00 0.00 -0.22 0.22 0.22 --------------- --------------- --------------- --------------- --------------- SUB-TOTAL 0.00 0.00 -335.39 335.39 335.39 DISCOUNT 0.00 0.00 0.00 0.00 0.00INTEREST 0.00 0.00 -0.05 0.05 0.05 --------------- --------------- --------------- --------------- --------------- TOTAL 0.00 0.00 -335.44 335.44 335.44 TOTAL TAXES 0.00 0.00 -8401.36 8401.36 8401.36TOTAL LIEN COST 0.00 0.00 0.00 0.00 0.00TOTAL DISCOUNT 0.00 0.00 0.00 0.00 0.00 TOTAL INTEREST 0.00 0.00 -4.51 4.51 4.51 TOTAL STATE 3PCT INTEREST 0.00 0.00 0.00 0.00 0.00 =============== =============== =============== =============== =============== GRAND TOTAL 0.00 0.00 -8405.87 8405.87 8405.87 25 Payee NameAddress 3Refund Type Refund ReasonCreate DateTax JurisdictionLevy Type Total Change01Tax($23.52)$23.5201Tax($47.96)$47.9601Tax($9.04)50Tax($8.52)50 Vehicle Fee$0.00$17.5601Tax($12.60)$12.6001Tax($3.66)$3.6601Tax($60.43)$60.4301Tax($13.82)$13.8201Tax($8.28)50Tax($7.80)50 Vehicle Fee$0.00$16.0801Tax($80.31)$80.3101Tax($48.19)$48.1901Tax($45.99)$45.9901Tax($9.88)$9.8801Tax($15.40)$15.4001Tax($76.96)$76.9601Tax($58.13)$58.1301Tax($72.31)$72.3101Tax($4.92)$4.92DUKES, WILLIAM HENRY ROXBORO, NC 27574 Proration Vehicle Totalled12/28/2015DAYE, DANTE DEANGELO ROXBORO, NC 27574 Proration Vehicle Sold 12/30/2015DAVIS, KRISTIN NICOLE ROXBORO, NC 27573 Proration Vehicle Sold 12/10/2015DAVIS, EDNA WALKER TIMBERLAKE, NC 27583 Proration Vehicle Sold 11/04/2015DAVIS, DORIS TATUM ROXBORO, NC 27574 Proration Vehicle Sold 12/10/2015CRABTREE, BARBARA BURCH ROXBORO, NC 27574 Proration Vehicle Sold 01/06/2016COMPTON, BARNEY JOE II ROXBORO, NC 27574 Proration Vehicle Sold 12/22/2015CLARK, JENNIFER ARMISTEAD ROXBORO, NC 27574 Proration Vehicle Sold 11/18/2015CARVER, WILLIAM GORDON JR ROXBORO, NC 27573 Proration Vehicle Sold 12/03/2015CARVER, RICKY DENNIS ROXBORO, NC 27573 Proration Vehicle Sold 12/11/2015CAMPBELL, TOMMY JOE ROXBORO, NC 27574 Proration Vehicle Sold 01/06/2016BOONE, WILLIAM CHRISTOPHER NASHVILLE, NC 27856 Proration Vehicle Sold 12/14/2015BERRY, VICKI KAY SEMORA, NC 27343 Proration Vehicle Totalled11/18/2015BERRY, FRANK MICHAEL SEMORA, NC 27343 Proration Tag Surrender11/23/2015BARTON, MARY JO ROXBORO, NC 27573 Proration Vehicle Sold 11/10/2015ANDERSON, CARL SANDBURG ROXBORO, NC 27573 Proration Vehicle Sold 11/17/2015AIKEN, WILLIAM HUBERT TIMBERLAKE, NC 27583 Proration Vehicle Sold 11/18/201526 Payee NameAddress 3Refund Type Refund ReasonCreate DateTax JurisdictionLevy Type Total Change01Tax($32.43)$32.4301Tax($18.74)$18.7401Tax($70.54)$70.5401Tax($60.39)$60.3901Tax($26.95)$26.9501Tax($18.14)$18.1401Tax($4.76)$4.7601Tax($33.12)$33.1201Tax($16.62)$16.6201Tax($18.01)$18.0101Tax($35.70)$35.7001Tax($94.65)$94.6501Tax($3.27)$3.2701Tax($44.10)$44.1001Tax($1.66)$1.6601Tax($5.46)50Tax($5.15)50 Vehicle Fee$0.00$10.6101Tax($8.12)50Tax($7.65)50Vehicle Fee$0.00$15.77LAPPIN, ARON MICHAEL ROXBORO, NC 27574 Proration Vehicle Sold 12/11/2015JAMES, CHARLIE GORDON ROXBORO, NC 27573 Proration Vehicle Sold 12/11/2015HYDE, JONATHAN TYLER ROXBORO, NC 27574 Proration Vehicle Totalled12/22/2015HUNT, ERIC LYNN ROXBORO, NC 27574 Proration Vehicle Sold 12/15/2015HORTON, CHARLENE DRAPER HURDLE MILLS, NC 27541 Proration Vehicle Sold 11/19/2015HORTON, ANTHONY RUSSELL HURDLE MILLS, NC 27541 Proration Vehicle Sold 11/23/2015HALL, ROBERT DUDLEY ROXBORO, NC 27574 Adjustment < $100Over Assessment12/11/2015GREENLEE, PHILLIP EDMUND HURDLE MILLS, NC 27541 Proration Vehicle Sold 11/30/2015GRAY, CAMELLIA DUNCAN TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/22/2015GRAY, CAMELLIA DUNCAN TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/22/2015GILMAN, MARGARET KETCHEN TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/22/2015GENTRY, PAULINE BLALOCK ROXBORO, NC 27573 Proration Vehicle Totalled12/15/2015GENTRY, LARRY WAYNE ROXBORO, NC 27574 Proration Vehicle Sold 12/01/2015FIRST CHOICE LEASING DURHAM, NC 27717 Proration Vehicle Sold 12/30/2015FAULKNER, DONALD KEVIN ROXBORO, NC 27574 Proration Insurance Lapse11/30/2015EVANS, TINA CARVER TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/16/2015EASTER, BETTY JOYCE TIMBERLAKE, NC 27583 Proration Vehicle Sold 11/24/201527 Payee NameAddress 3Refund Type Refund ReasonCreate DateTax JurisdictionLevy Type Total Change01Tax($24.13)$24.1301Tax($17.43)$17.4301Tax($35.23)50Tax($33.22)50 Vehicle Fee$0.00$68.4501Tax($83.10)$83.1001Tax($52.50)50Tax($49.50)50Vehicle Fee$0.00$102.0001 Tax($23.33)$23.3301Tax($57.25)$57.2501Tax($11.93)50Tax($11.25)50 Vehicle Fee$0.00$23.1801Tax($15.03)$15.0301Tax($57.11)$57.1101Tax($4.72)$4.7201Tax($76.81)$76.8101Tax($13.13)$13.1301Tax($9.86)$9.8601Tax($124.53)$124.53STANLEY, ROBIE MITCHELL SEMORA, NC 27343 Proration Vehicle Sold 11/23/2015SINGLETON, KELLY MAY TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/07/2015SHOE, LARRY GENE ROXBORO, NC 27574 Proration Vehicle Sold 12/11/2015ROUSE, NANCY WINSTEAD ROXBORO, NC 27574 Proration Vehicle Sold 11/18/2015RICHARD, VIRGINIA GRACE TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/10/2015REGAN, BARRY SCOTT ROXBORO, NC 27574 Proration Vehicle Sold 12/04/2015PRUITT, ELIZABETH CROWDER ROXBORO, NC 27574 Proration Vehicle Totalled12/29/2015PRUITT, ASHLEY DEANN ROXBORO, NC 27573 Proration Vehicle Totalled12/29/2015PHILLIPS, LISA WILLIAMSON TIMBERLAKE, NC 27583 Adjustment < $100Over Assessment11/23/2015OWEN, PAUL L ROXBORO, NC 27573 Proration Vehicle Sold 11/19/2015NORWOOD, ERNESTINE WALTON ROXBORO, NC 27573 Proration Vehicle Sold 12/11/2015MUNDAY, CHERYL ANN ROXBORO, NC 27574 Proration Vehicle Sold 12/31/2015MOORE, TURID SLETTEN ROXBORO, NC 27573 Proration Vehicle Sold 11/17/2015LONG, WARREN GEORGE JR ROUGEMONT, NC 27572 Proration Vehicle Sold 12/31/2015LONG, ROBERT SEAN TIMBERLAKE, NC 27583 Proration Vehicle Sold 12/10/201528 Payee NameAddress 3Refund Type Refund ReasonCreate DateTax JurisdictionLevy Type Total Change01Tax$0.0050Tax($91.54)50 Vehicle Fee ($10.00)$101.5401Tax($19.11)$19.1101Tax($41.77)$41.7701Tax($57.69)$57.6901Tax($56.41)$56.4101Tax($6.93)$6.9301Tax($4.83)50Tax($4.55)50Vehicle Fee$0.00$9.3801 Tax($3.30)50Tax($3.11)50 Vehicle Fee$0.00$6.4101Tax($11.76)$11.7601Tax($17.43)$17.4301Tax($57.68)$57.6801Tax($24.48)$24.4801Tax($38.78)$38.78WINSTEAD, MICHAEL JENNINGS ROXBORO, NC 27574 Proration Vehicle Sold 11/18/2015WILSON, ROBERT ANTHONY ROXBORO, NC 27574 Proration Vehicle Totalled12/22/2015WILLETT, MARK TODD ROUGEMONT, NC 27572 Proration Vehicle Sold 01/05/2016WILBORN, TIMOTHY RAY SEMORA, NC 27343 Proration Vehicle Sold 12/09/2015WESBROOKS, DON PHILIP ROXBORO, NC 27574 Proration Vehicle Totalled11/06/2015WALKER, RANDY LEE ROXBORO, NC 27573 Proration Vehicle Sold 12/14/2015WALKER, RANDY LEE ROXBORO, NC 27573 Proration Vehicle Totalled12/14/2015WADE, ROBERT EDWARD ROXBORO, NC 27573 Proration Vehicle Sold 11/10/2015VAUGHN, KELLY WHITMAN ROXBORO, NC 27574 Proration Vehicle Sold 11/24/2015TYNDELL, JAMES EDWARD JR ROXBORO, NC 27574 Proration Vehicle Sold 11/24/2015TILLEY, LINDSEY RENEE ROXBORO, NC 27574 Proration Vehicle Sold 12/28/2015TAMER, CHRISTOPHER MICHAEL ROXBORO, NC 27574 Proration Vehicle Sold 01/04/2016STEWART, PHYLLIS ANN ROXBORO, NC 27574 Adjustment >= $100Situs error 12/01/201529 AGENDA ABSTRACT Meeting Date: Jan. 19, 2016 Agenda Title: Stormwater update Summary of Information: Each year, the county’s stormwater consultant, RaftElis, provides the BOC with an update on stormwater-related issues. Below is an outline of the items that the consultant will discuss: · Annual billing, appeals, credits · Summary of new development plan reviews · New development annual reporting · Existing development load computation · Annual work plans & inter-jurisdictional coordination · Misc. assistance to county staff Representatives from the Upper Neuse River Basin Association (UNRBA) will also provide an update. The UNRBA is a coalition of local governments located within the Falls Lake watershed. The primary objective of the Association is the Reevaluation of the Falls Lake Rules in order to propose changes that will lessen burdens on the member governments. In support of this effort the UNRBA is collecting and analyzing information and data. The UNRBA is also working to develop, evaluate and implement more cost effective and reasonable strategies to reduce, control and manage nutrients in the watershed. The UNRBA representatives will discuss the following items: · UNRBA activities Status of Reexamination Process Falls Lake Rules comments Interactions with State Agencies Credits development project Monitoring program Recommended Action: Provide consultants with feedback Submitted by: Assistant County Manager, Sybil Tate 30 1 Person County Update to Board on Stormwater Utility Manager Duties and Activities January 19, 2016 • Update Person County stormwater utility fees for annual billing. Obtain new parcel and tax data from the County. Identify new development in the jurisdiction and ensure fees are calculated and charged on the annual tax bill. Review applications for credit and certify credits as needed. Create and deliver annual bill file to County. Ensure quality control of file. Provide customer service support to County property owners as needed. • Review and render opinions on fee appeals (fee releases). Review fee appeals from properties in Person County as needed. Review available data, speak with customer as needed, support County staff. Approve or deny appeal requests. As needed, participate in further appeals of fee as needed. • Develop existing development program. The existing development program represents the largest liability to the County in terms of future anticipated costs for retrofits. Owing to delays at the state level, the implementation of this program has been slowed. In keeping with this timeline, we continue to make progress for the County. o Developed draft loading for Person County. Identified developments occurring from 2006 through 2012. Worked with Planning Director to obtain relevant data for the period. Person County had a great deal of development during the period. Developed the model to calculate loading. Using state approved equations, developed nitrogen and phosphorous loading for all sites. Met with all jurisdictions to review draft methodology and results. Developed methodology document. Met with state in early summer on behalf of the County to review methodology. Refined methodology based on State input. Met with state in early September to review modified methodology. Met with representatives from Wake County in late October to compare methodologies, discuss outcomes. Met with the State and representatives from Wake County in November to discuss methodologies. Continue to refine methodology, consult with other local governments and the state. o (In process) Developing plan for identifying retrofits site and activities in Person County. Once we have agreed with the state upon methodology and results of loading, can implement a plan to meet the loading requirements. Steps include a study of the County’s opportunities for retrofits and cost estimates. The study is to be a multi- jurisdictional effort so that the best, most inexpensive options can be identified. The final results of the study will depend in part upon the results of the Credits project of the UNRBA, since that project will identify the available credits for certain activities. The cost per pound treated will be a factor in the final selected retrofits. 31 2 • New development program. Provided stormwater plan reviews as needed. Kelway Howard, PE, provides reviews for all projects in the five jurisdictions. Provided responses to questions about Person County development as needed. o Utility manager, plan reviewer (Mr. Howard), and attorney (Mr. Wrenn) work together to ensure uniform application of rules across the five jurisdictions. This includes development of a comprehensive, uniform checklist for submittals, templates for required legal agreements, and policies regarding stormwater agreements and application of rules. These activities provide area developers and engineers with a clear, efficient process for developing sites in the jurisdictions. This clear process facilitates development in the County, since developers are aware of costs and timelines for development. o New development annual reports. Developed and updated, as needed, reporting format and templates for required annual reporting to state. Assisted Person County with the completion and submittal of annual report. o From June of 2012 through June of 2015, 9 plans in the County were reviewed under the Falls Rules. Of these, three are implementing stormwater treatment. Two plans have been reviewed during FY 2015-2016. • Represent Person County in Upper Neuse River Basin Association (UNRBA). Serves as knowledgeable technical and policy representative for the County on UNRBA technical committees. Represents the less populous, primarily upper watershed jurisdictions, which may have different interests than the larger jurisdictions. Represents individual jurisdiction interests of each of the five jurisdictions where needed. o Member of Path Forward Committee, which reviews technical work products related to the monitoring and Credits projects and assists with setting direction for the Association for review by the UNRBA Board. Member of Nutrients Subcommittee which reviews the Credits project direction Member of the Crediting Tool Development Technical Task Force, which reviews the development of an accounting/reporting tool being developed for the jurisdictions by the UNRBA. Member of Rules Comments Workgroup, which compiles comments on the Falls Rules revisions for submittal to the state. o Attends UNRBA board meetings (along with Person County staff). • Develop annual work plans for Person County. Each year, develop draft budgets for stormwater utility, including allocations to and from other jurisdictions, as applicable, for shared staffing and other activities. Drafts are submitted to County for approval each year. • Presentations to board. As requested, provide updates to County board. • Coordination activities. Convene and lead meetings for coordination of the County’s and the other four jurisdictions’ activities and review technical and policy decisions. Work plans and jurisdiction loading are among recent meeting topics. o Developed and submitted coordinated comments for the five jurisdictions regarding Falls rules revisions to the state (independent of UNRBA). o Coordinate with staff on invoicing and payment for interjurisdictional cooperative activities as needed. 32 AGENDA ABSTRACT Meeting Date: January 19, 2016 Agenda Title: Update on Voluntary Agricultural District (VAD) Program Summary of Information: VAD chairman, Bruce Whitfield, will provide an update Recommended Action: Accept report Submitted By: Kim Woods on behalf of Bruce Whitfield 33 AGENDA ABSTRACT Meeting Date: January 19, 2016 Agenda Title: Memorandum of Understanding between Person County Government and Person County Little League Summary of Information: The Person County Recreation, Arts, and Park Department in partnership with the Person County Little League will work together to implement the Little League Baseball and Softball program for the citizens of Person County. During this partnership, it is the understanding between both parties that specific duties are determined and agreed upon in a “Memorandum of Understanding” between Person County and Person County Little League. See attached Memorandum of Understanding. Recommended Action: Review, discuss, and approve the Memorandum of Understanding between Person County Government and the Person County Little League. Submitted By: John Hill, Director of the Recreation, Arts, and Parks Department. 34 MEMORANDUM OF UNDERSTANDING BETWEEN PERSON COUNTY GOVERNMENT AND PERSON COUNTY LITTLE LEAGUE This Memorandum of Understanding (MOU) is made and entered into the day of January 19, 2016, by and between the Person County Government (herein after “County”) and the Person County Little League Board (herein after “PCLL”). WITNESSETH WHEREAS, the County is purchasing the RoxPlex property and assuming the duties and responsibilities pertaining to the operation the facility, programs, and all PCLL related sports described in this MOU: WHEREAS, the PCLL is a 501(c)3 non-profit that will support the operation through advisory and fundraising duties described in this MOU: IT IS AGREED TO BY BOTH PARTIES 1. CONSIDERATION a. The consideration of this contract is the mutual promises and agreements contained herein. 3. Duties of the County a. Assume the ownership of the RoxPlex property for the purposes of PCLL programs and all types of public recreation. b. The County intends to provide other additional recreational activities on and in the premises and the PCLL acknowledges that such activities will be offered and provided to the citizens. c. Provide qualified staff from the Athletics Division to operate all athletics programs that take place at the RoxPlex facility. d. Ensure that the facility is maintained at the highest standards for public facilities. e. Provide a safe and healthy environment for the public. f. Ensure that all Local, State, and Federal laws, rules, and procedures are being followed by all users and participants that utilize the RoxPlex recreational grounds. 35 g. The County will develop cooperative arrangements with other organizations, private groups and companies, when it will further the objective of providing more and varied kinds of baseball and softball programs for the citizens of Person County. h. The County shall be responsible for maintaining in full force throughout the term of this MOA adequate insurance coverage relative to the facility and its operations. 4. Duties and responsibilities of the PCLL a. Assist the County by advising on matters pertaining to Little League youth sports. b. Generate revenue to support Little League programming through concession sales, donations, and fundraisers. c. Investigate and determine the needs, interests and goals of the community for the Little League baseball and softball programs and make recommendations to the County to meet those needs and goals. d. Inform and educate the general public of the importance and need for Little League baseball and softball programs and facilities and promote Little League baseball and softball. e. Help research, explore, and make recommendations on the acceptance of grants, gifts, bequests, and donations for the Little League baseball and softball program to the County. f. Assist the County in recruiting voluntary leadership staff to work with Little League baseball programs and activities. g. Assist in matters relating to maintaining the highest standards of a well-balanced Little League baseball and softball program. h. Assist in developing a plan to meet the present and future needs for Little League baseball and softball programs. i. Receive information and reports concerning the evaluation of the baseball and softball program, facilities, policies, and procedures relating to the Little League operations. j. Follow the policies, procedures, and regulations of Person County Government. k. Receive and manage remaining funds from the Roxboro Little League, Inc. 5. REVENUES AND EXPENSES AND ACCOUNT PROCEDURES a. Revenues generated by PCLL will be retained by the PCLL for the sole purpose of supporting the PCLL’s sports programming. Revenues will be generated through concession sales, fund raising programs and events, donations, and sponsorships. 36 b. All other revenues generated by the RoxPlex facility belong to the County. c. All revenue generation shall fall within the protocol, guidelines, and accounting procedures carried out by the Person County Finance Department and governed by the Local Government Budget and Fiscal Control Act of the State of North Carolina. IN WITNESS WHEREOF, the parties have hereunto set their hand and affixed their seals the day and year first written above. ________________________________ _________________________ Person County Manager Date Chairperson, PCLL Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. _______________________________ _________________________ Person County Finance Director Date Treasurer, PCLL Date 37 AGENDA ABSTRACT Meeting Date: January 19, 2016 Agenda Title: Consideration of Grant Applications for the Person County Sheriff’s Office Summary of Information: The Sheriff’s Office is requesting the County to consider appropriating the required match for two of the three grants below. Governors Crime Commission Grant (Taser): $15,000.00 with no local match for 12 Tasers and 31 cartridges. $0 Person County Money Governors Crime Commission Grant (Body Worn Cameras): $45,000 with a $1 to $2 match for 25 Body Cameras and equipment for data down loads and storage; for every $2 the county contributes, the grant will pay $1. The total local match requested is $30,000.00. Governors Highway Safety Grant (In- Car Cameras): $36,000 with a 50/50 match for 6 In- Car Cameras. $18,000 local match requested. Recommended Action: Consider whether to authorize the Sheriff’s Office to apply for the grants and pledge the necessary local match ($48,000 total) if required. Submitted By: Sheriff Dewey Jones/ Captain Kevin Crabtree 38 AGENDA ABSTRACT Meeting date: January 19, 2016 Agenda Title: Resolution Approving an Installment Financing Contract, a Deed of Trust and Other Documents – Roxplex Property and Various Facility and Equipment Improvements Summary of Information: Finance Director requests action on: “RESOLUTION APPROVING AN INSTALLMENT FINANCING CONTRACT, A DEED OF TRUST AND OTHER DOCUMENTS AND APPROVING AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH FINANCING A PORTION OF THE COST OF VARIOUS PROJECTS.” This preamble of the resolution: • states that the County and Board of Education have agreed to finance a portion of the cost of a project consisting of the repair and replacement of roofs on South Elementary School, Woodland elementary School and Oak Lane Elementary School, the replacement of windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School which each has found it necessary and desirable to provide improved educational facilities for the citizens of Person County and that the County has also determined to finance a portion of the cost of a project consisting of the acquisition and improvements to the Roxplex Property and the repair and/or replacement of roofing at the Huck Sansbury Complex (collectively, the “Project”). • states that the County has determined to finance a portion of the cost of the Project in an amount not exceeding $1,884,000 pursuant to G.S. Section 160A-20. • lists the financing documents that were included in the agenda packets for review, including (a) the Installment Financing Contract between the County and BB&T, the lending institution, that sets up the arrangement for the advancement of funds to the County to be repaid in installments until the debt is paid; (b) the Deed of Trust which provides for the pledge of North End Elementary School as security for the County's obligation to repay the debt; (c) an Administrative Agreement between the County and the Board of Education which authorizes the conveyance of North End Elementary School to the County and its lease by the County back to the Board of Education; and (d) the Lease between the County and Board of Education to lease North End Elementary School to the Board of Education for the duration of the loan as part of the financing plan. 39 The resolution then contains the following sections: 1. The Board confirms that the Project and its use are essential and will permit the County to carry out public functions. 2. The Board finds and determines that it is in the best interest of the County to enter into these financing documents in order to accomplish the financing of a portion of the cost of the Project. 3. The Board approves the financing documents and authorizes certain County officers to represent the County in the execution and delivery of final financing documents to the appropriate parties with any changes that are deemed necessary and appropriate, provided that the final Installment Payment take place no later than March 1, 2026 and the amount borrowed does not exceed $1,884,000. 4. The Board approves prior actions of certain officers of the County in connection with the financing. 5. The Board authorizes County officers and employees to take other actions as needed to complete the financing. 6. The County covenants to comply with the requirements of the Internal Revenue Code as applicable to the financing to maintain the tax-exempt status of the interest to be paid with respect to the loan. 7. The County covenants not to issue more than $10,000,000 of tax-exempt obligations in 2016 and designates its obligation to repay the loan as bank-qualified. 8. Any invalid provision of the resolution will not affect the remainder of the resolution. 9. All prior actions of the Board in conflict with the resolution are repealed. 10. The resolution is effective upon its passage by the Board Recommended Action: To approve the resolution as presented. Submitted By: Amy Wehrenberg, Finance Director 40 RESOLUTION APPROVING AN INSTALLMENT FINANCING CONTRACT, A DEED OF TRUST AND OTHER DOCUMENTS AND APPROVING AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH FINANCING A PORTION OF THE COST OF VARIOUS PROJECTS WHEREAS, the County of Person, North Carolina (the “County”), is a validly existing political subdivision of the State of North Carolina (the “State”), under and by virtue of the Constitution and laws of the State; and WHEREAS, the County has the power, pursuant to Section 160A-20 of the General Statutes of North Carolina, as amended, to (a) finance the purchase of real and personal property by installment agreements that create in the property purchased a security interest to secure payment of the purchase price to the entity advancing moneys for such transaction and (b) finance the construction of fixtures or improvements on real property by agreements that create in such fixtures or improvements and in the real property on which such fixtures or improvements are located a security interest to secure repayment of moneys advanced or made available for such construction; and WHEREAS, the County and The Person County Board of Education, a body corporate which has general control and supervision of all matters pertaining to the non-charter public schools in the Person County Schools, its respective school administrative unit (the “Board of Education”), have determined to cooperate in a plan to finance a portion of the cost of a project which each has found to be necessary and desirable to provide for improved public school facilities and improved public education in such school administrative unit; and WHEREAS, such project consists of the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School (collectively, the “School Project”); and WHEREAS, the County has also determined to finance a portion of the cost of a project consisting of the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County (collectively, the “County Project” and, together with the School Project, the “Project”); and WHEREAS, the Board of Commissioners for the County (the “Board”) has determined to proceed with the financing pursuant to said Section 160A-20 of a portion of the cost of the 41 Project in an amount not to exceed $1,884,000 (the “Amount Advanced”), and it is necessary to approve an installment financing contract, a deed of trust and other documents and approve and authorize certain actions in connection therewith; and WHEREAS, there have been presented for consideration by the Board copies of the following documents relating to such matter: (a) a draft of an Installment Financing Contract, between the County and Branch Banking and Trust Company (the “Installment Financing Contract”), under which Branch Banking and Trust Company (the “Bank”) would advance the Amount Advanced to finance a portion of the cost of the Project and the County would be obligated to make Installment Payments (as defined therein) to repay the Amount Advanced and to make certain other payments, among other requirements, such obligations being subject to termination by the County under certain circumstances as provided therein; (b) a draft of a Deed of Trust and Security Agreement (the “Deed of Trust”) which the County would execute and deliver to a trustee for the benefit of the Bank and which would encumber the site of North End Elementary School and the improvements on such site and certain related property, subject to certain exceptions, as security for the County’s obligation to repay the Amount Advanced and any other funds advanced to it pursuant to the Installment Financing Contract; (c) a draft of an Agreement Concerning Various School Improvements (the “Administrative Agreement”) between the Board of Education and the County, under which the Board of Education would convey to the County the site of North End Elementary School and the improvements thereon by a General Warranty Deed and undertake certain responsibilities with respect to the School Project as described therein; and (d) a draft of a Lease (the “Lease”) between the County, as lessor, and the Board of Education, as lessee, which provides for the lease by the County to the Board of Education of the site of North End Elementary School and the improvements thereon as a part of such plan to finance a portion of the cost of the Project; NOW, THEREFORE, BE IT RESOLVED by the Board as follows: Section 1. The Board hereby confirms that the Project and its use are essential for the improved administration of County government and improved public education in the County and the Project will permit the County to carry out public functions that it is authorized by law to perform. 42 Section 2. The Board hereby finds and determines that it is in the best interest of the County to enter into the Installment Financing Contract, the Deed of Trust, the Administrative Agreement and the Lease in order to effectuate the financing of a portion of the cost of the Project as described above. Section 3. The form and content of the Installment Financing Contract, the Deed of Trust, the Administrative Agreement and the Lease, each of which will be a valid, legal and binding obligation of the County in accordance with its terms, are hereby approved in all respects and the Chairman of the Board, the County Manager of the County, the Finance Director of the County, the County Attorney of the County and the Clerk to the Board are hereby authorized and directed to execute and deliver the Installment Financing Contract, the Deed of Trust, the Administrative Agreement and the Lease, as may be applicable, in substantially the forms presented to the Board, together with such additions, changes, modifications and deletions as they, with the advice of counsel, may deem necessary and appropriate, and such execution and delivery shall be conclusive evidence of the approval and authorization thereof by the Board and the County; provided, however, that the due date of the final Installment Payment is not later than March 1, 2026 and that the Amount Advanced does not exceed $1,884,000. Section 4. The Board hereby approves, ratifies and confirms the actions of the County Manager, the Finance Director and the County Attorney of the County in connection with this matter. Section 5. The officers and employees of the County are authorized and directed (without limitation except as may be expressly set forth herein) to take such other actions and to execute and deliver such other documents, certificates, undertakings, agreements or other instruments as they, with the advice of counsel, may deem necessary or appropriate to effectuate the transactions contemplated by the Installment Financing Contract, the Deed of Trust, the Administrative Agreement and the Lease. Section 6. The County covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Installment Financing Contract except to the extent that the County obtains an opinion of nationally-recognized bond counsel to the effect that noncompliance would not result in the interest components of the Installment Payments being includable in the gross income of the recipient thereof under Section 103 of the Code, as more specifically provided in the Installment Financing Contract. 43 Section 7. The County hereby finds, declares and represents that (a) it reasonably expects that it, all entities subordinate to the County and all entities that issue obligations on behalf of the County (all within the meaning of Section 265(b)(3)(E) of the Code) will not issue in the aggregate more than $10,000,000 of tax-exempt obligations (not counting private-activity bonds and certain refunding bonds as provided in Section 265(b)(3)(C)(ii) of the Code) during the current calendar year and (b) no entity has been or will be formed or availed of to avoid the limits described above. In addition, the County hereby designates its obligations to make Installment Payments under the Installment Financing Contract as a “qualified tax- exempt obligation” for the purposes of Section 265(b)(3) of the Code. Section 8. 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 9. All motions, orders, resolutions, ordinances and parts thereof in conflict herewith are hereby repealed. Section 10. This resolution shall take effect immediately upon its passage. Adopted the 19th day of January, 2016. ____________________________________ David Newell, Sr., Chairman Person County Board of Commissioners Attest: ____________________________________ Brenda B. Reaves Clerk to the Board 44 8087464v1 14038.00023 INSTALLMENT FINANCING CONTRACT BETWEEN BRANCH BANKING AND TRUST COMPANY AND COUNTY OF PERSON, NORTH CAROLINA DATED FEBRUARY 11, 2016 INSTALLMENT FINANCING CONTRACT 45 8087464v1 14038.00023 INSTALLMENT FINANCING CONTRACT TABLE OF CONTENTS Page -i- ARTICLE I DEFINITIONS Section 1.1 Definitions........................................................................................................ 2 ARTICLE II AMOUNT ADVANCED Section 2.1 Advance of Amount Advanced ........................................................................ 7 ARTICLE III INSTALLMENT PAYMENTS; ADDITIONAL PAYMENTS Section 3.1 Amounts and Times of Installment Payments and Additional Payments ........ 7 Section 3.2 Late Payments .................................................................................................. 7 Section 3.3 Interest Rate and Payment Adjustment ............................................................ 7 Section 3.4 Place of Payments ............................................................................................ 8 Section 3.5 No Abatement .................................................................................................. 8 Section 3.6 Prepayment of Amount Advanced ................................................................... 8 ARTICLE IV PROJECT FUND Section 4.1 Project Fund ..................................................................................................... 8 Section 4.2 Deposit or Investment ...................................................................................... 9 Section 4.3 Disbursement ................................................................................................... 9 Section 4.4 Termination .................................................................................................... 10 Section 4.5 Reliance of Bank on Documents.................................................................... 10 Section 4.6 Indemnification of Bank ................................................................................ 10 Section 4.7 Fees ................................................................................................................ 10 ARTICLE V ACQUISITION, CONSTRUCTION AND INSTALLATION OF THE PROJECT Section 5.1 Acquisition, Construction and Installation of the Project .............................. 11 Section 5.2 Right of Entry and Inspection ........................................................................ 11 Section 5.3 Completion of the Project .............................................................................. 12 Section 5.4 Payment and Performance Bonds .................................................................. 12 Section 5.5 Contractor’s General Public Liability and Property Damage Insurance ....... 12 Section 5.6 Contractor’s Builder’s Risk Insurance ........................................................... 13 46 8087464v1 14038.00023 TABLE OF CONTENTS (continued) Page ii Section 5.7 Contractor’s Worker’s Compensation Insurance ........................................... 13 Section 5.8 Filing With the Bank ...................................................................................... 13 ARTICLE VI RESPONSIBILITIES OF THE COUNTY Section 6.1 Care and Use .................................................................................................. 14 Section 6.2 Inspection ....................................................................................................... 15 Section 6.3 Utilities ........................................................................................................... 15 Section 6.4 Taxes .............................................................................................................. 15 Section 6.5 Title Insurance ............................................................................................... 15 Section 6.6 Insurance ........................................................................................................ 16 Section 6.7 Rating and Insurance...................................................................................... 17 Section 6.8 Risk of Loss ................................................................................................... 17 Section 6.9 Performance by the Bank of the County’s Responsibilities .......................... 17 Section 6.10 Financial Statements ...................................................................................... 17 Section 6.11 Leasing by County or Board of Education .................................................... 18 ARTICLE VII TITLE; LIENS; PERSONAL PROPERTY Section 7.1 Title ................................................................................................................ 18 Section 7.2 Liens ............................................................................................................... 18 Section 7.3 Personal Property ........................................................................................... 19 ARTICLE VIII DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 8.1 Damage, Destruction or Condemnation ......................................................... 19 Section 8.2 Use of Net Proceeds to Repair or Replace the Mortgaged Property.............. 19 Section 8.3 Cooperation of Bank ...................................................................................... 20 ARTICLE IX REPRESENTATIONS OF THE COUNTY AND BANK Section 9.1 Representations, Covenants and Warranties of the County ........................... 20 Section 9.2 Representations, Covenants and Warranties of the Bank .............................. 22 ARTICLE X TAX COVENANTS Section 10.1 Tax Covenants ............................................................................................... 22 47 8087464v1 14038.00023 TABLE OF CONTENTS (continued) Page iii ARTICLE XI INDEMNIFICATION Section 11.1 Indemnification .............................................................................................. 23 ARTICLE XII DISCLAIMER OF WARRANTIES Section 12.1 No Representations by the Bank .................................................................... 23 Section 12.2 Disclaimer by the Bank .................................................................................. 23 ARTICLE XIII DEFAULT AND REMEDIES Section 13.1 Definition of Event of Default ....................................................................... 24 Section 13.2 Remedies on Default ...................................................................................... 24 Section 13.3 Further Remedies ........................................................................................... 25 Section 13.4 Right of Board of Education .......................................................................... 25 ARTICLE XIV ASSIGNMENT Section 14.1 Assignment by the County ............................................................................. 26 Section 14.2 Assignment by the Bank ................................................................................ 26 ARTICLE XV LIMITED OBLIGATION OF THE COUNTY Section 15.1 Limited Obligation of the County .................................................................. 27 ARTICLE XVI MISCELLANEOUS Section 16.1 Waiver ............................................................................................................ 27 Section 16.2 Severability .................................................................................................... 27 Section 16.3 Governing Law .............................................................................................. 27 Section 16.4 Notices ........................................................................................................... 28 Section 16.5 Section Headings ........................................................................................... 28 Section 16.6 Entire Contract ............................................................................................... 28 Section 16.7 Binding Effect ................................................................................................ 29 Section 16.8 Time ............................................................................................................... 29 48 8087464v1 14038.00023 TABLE OF CONTENTS (continued) Page iv Section 16.9 If Payment or Performance Date Not a Business Day ................................... 29 Section 16.10 Covenants of County not Covenants of Officials Individually ...................... 29 Section 16.11 Execution in Counterparts.............................................................................. 29 Section 16.12 Proposal Letter ............................................................................................... 29 Payment Schedule ..........................................................................................................................33 Exhibit A - Description of the Project ............................................................................... A-1 Exhibit B - Description of the Real Property .....................................................................B-1 Exhibit C - Project Fund Requisition .................................................................................C-1 49 8087464v1 14038.00023 This instrument has been pre-audited in the manner required by The Local Government Budget and Fiscal Control Act. ____________________________ Amy Wehrenberg Finance Director INSTALLMENT FINANCING CONTRACT This INSTALLMENT FINANCING CONTRACT, dated February 11, 2016 (this “Contract”), is between BRANCH BANKING AND TRUST COMPANY a North Carolina state-chartered bank (the “Bank”), and the COUNTY OF PERSON, NORTH CAROLINA, a body corporate and politic and a political subdivision of the State of North Carolina (the “County”), under the Constitution and laws of the State of North Carolina (the “State”). PREAMBLE WHEREAS, the County has the power, pursuant to Section 160A-20 of the General Statutes of North Carolina, as amended, to (i) finance the purchase of real and personal property by installment contracts that create in the property purchased a security interest to secure payment of the purchase price to the entity advancing moneys for such transaction and (ii) finance the construction of fixtures or improvements on real property by contracts that create in such fixtures or improvements and in the real property on which such fixtures or improvements are located a security interest to secure repayment of moneys advanced or made available for such construction; WHEREAS, the County and The Person County Board of Education, a body corporate which has general control and supervision of all matters pertaining to the non-charter public schools in the Person County Schools, its respective school administrative unit (the “Board of Education”), have determined to cooperate in a plan to finance a portion of the cost of a project which each has found to be necessary and desirable to provide for improved public school facilities and improved public education in such school administrative unit; WHEREAS, such project consists of the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School, as more particularly described in Exhibit A hereto (collectively, the “School Project”); WHEREAS, the County has also determined to finance a portion of the cost of a project consisting of the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County, as more particularly described in Exhibit A hereto (collectively, the “County Project” and, together with the School Project, the “Project”); 50 8087464v1 14038.00023 2 WHEREAS, as a part of such plan, the County and the Board of Education have entered into an Administrative Agreement (as hereinafter defined) and a Lease (as hereinafter defined) pursuant to which the Board of Education has conveyed to the County and the County has leased to the Board of Education the site of North End Elementary School together with the improvements thereon; WHEREAS, in order to finance a portion of the cost of the Project the Board of Commissioners for the County (the “Board of Commissioners”) has determined that it is in the best interests of the County to enter into this Contract with the Bank under which the Bank will advance funds for such purpose and the County will make Installment Payments and Additional Payments (as each such term is hereinafter defined) in consideration thereof; WHEREAS, the Bank desires to advance funds pursuant to this Contract to enable the County to finance a portion of the cost of the Project; WHEREAS, the obligation of the County to make Installment Payments and Additional Payments under this Contract shall constitute a limited obligation of the County, payable solely from then currently budgeted appropriations of the County, 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, in order to secure the obligations of the County under this Contract, the County has entered into a Deed of Trust (as hereinafter defined) with the deed of trust trustee named therein for the benefit of the Bank creating a lien on all of the right, title and interest of the County in and to the Mortgaged Property (as hereinafter defined); 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, indirectly or contingently to secure any moneys due under this Contract; WHEREAS, the execution, delivery and performance of this Contract have been authorized, approved and directed by the Board of Commissioners by a resolution passed by the Board of Commissioners on January 19, 2016; and WHEREAS, the execution, delivery and performance of this Contract by the Bank have been authorized, approved and directed by all necessary and appropriate action of the Bank; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants in this Contract contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. The following terms have the meanings specified below unless the context clearly requires otherwise: 51 8087464v1 14038.00023 3 “Additional Payments” means the reasonable and customary expenses and fees of the Bank related to the transactions contemplated by this Contract, any expenses (including attorneys’ fees) of the Bank in prosecuting or defending any action or proceeding in connection with this Contract and any taxes or any other expenses, including, but not limited to, license and permit fees, state and local income, sales and use or ownership taxes, property taxes and other expenses in connection with the maintenance of the Mortgaged Property that the Bank is expressly required to pay as a result of this Contract (together with interest that may accrue thereon in the event that the County shall fail to pay the same, as set forth in this Contract). “Administrative Agreement” means the Agreement Concerning Various School Improvements, dated February 11, 2016, between the County and the Board of Education. “Amount Advanced” means the aggregate principal amount of $1,884,000 advanced by the Bank on the date hereof to enable the County to finance a portion of the Cost of the Project. “Bank” means Branch Banking and Trust Company or its successors and assigns. “Bank Representative” means any vice president of the Bank or such other person or persons at the time designated to act on behalf of the Bank for purposes of performing any act on behalf of the Bank under this Contract by a written certificate furnished to the County and the Board of Education containing the specimen signatures of such person or persons and signed on behalf of the Bank by any vice president. “Board of Commissioners” means the duly elected governing Board of Commissioners for the County or any successor to its functions. “Board of Education” means The Person County Board of Education or any successor to its functions. “Business Day” means a day on which banks in the State are not by law required or authorized to remain closed. “Closing Date” means the date on which this Contract is executed and delivered in consideration of the deposit of the Amount Advanced into the Project Fund as provided herein. “Code” means the Internal Revenue Code of 1986, as amended, including any temporary, proposed or final Treasury Regulations promulgated thereunder. “Completion Date” means the date on which completion of the acquisition, construction and installation of the Project occurs, as evidenced by the certificate provided for in Section 5.3. “Construction Contracts” means the contracts between the County or the Board of Education and the contractors selected and hired by the County or the Board of Education relating to the acquisition, construction and installation of the Project. “Cost of the Project” shall be deemed to include payment of or reimbursement for the following items: 52 8087464v1 14038.00023 4 (a) obligations incurred or assumed in connection with the acquisition, construction and installation of the Project; (b) the cost of the acquisition, construction and installation of the Project, including, without limitation, the cost of architectural and engineering services, the Bank’s fees and expenses (including the fees and expenses of its counsel) incurred in connection with the advance of the Amount Advanced to the County, fees and expenses of the Local Government Commission of North Carolina, if any, other legal and fiscal agency fees and expenses, taxes, inspection costs, the cost of permit fees and any filing and recording costs relating to the Project, but excluding any related State sales or use tax for which the County or the Board of Education will be entitled to a refund; and (c) all other costs which are considered to be a part of the cost of the acquisition, construction and installation of the Project in accordance with generally accepted accounting principles, including sums required to reimburse the County or the Board of Education for advances made by the County that are properly chargeable to the acquisition, construction and installation of the Project. “County” means the County of Person, North Carolina or any successor to its functions. “County Project” means, collectively, the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County, as more particularly described in Exhibit A hereto. “County Representative” means (i) the Chairman of the Board of Commissioners, Clerk to the Board of Commissioners, County Manager of the County, Finance Director of the County or such other 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 Bank and the Board of Education containing the specimen signatures of such person or persons and signed on behalf of the County by the County Manager of the County, or (ii) if any or all of the County’s rights and obligations are assigned under this Contract, 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 and Security Agreement, made February 11, 2016, from the County to Kenneth M. Scott, as trustee, for the benefit of the Bank, as beneficiary. “Deed of Trust Trustee” means Kenneth M. Scott, as trustee named in the Deed of Trust, and any successor trustee thereto. “Engineer” means any engineer, engineering consultant or architect, or firm thereof, hired by or employed by the County or the Board of Education, licensed in the State and experienced in the work for which retained. “Event of Default” means one or more events of default as defined in Section 13.1. 53 8087464v1 14038.00023 5 “Installment Payment Dates” means the dates on which Installment Payments are due and payable as set forth in the Payment Schedule attached hereto. “Installment Payments” means those payments to be made by the County to the Bank as described in Article III and in the Payment Schedule attached hereto. “Interest Rate” means 2.22% per annum calculated on the basis of a 360-day year of twelve 30-day months. “Lease” means the Lease, dated February 11, 2016, between the County, as lessor, and the Board of Education, as lessee, pursuant to which the County has leased to the Board of Education the site of North End Elementary School together with the improvements thereon. “Mortgaged Property” means the Real Property and all existing improvements located on the Real Property as of the date hereof, the North End Elementary School Project to be acquired, constructed and installed thereon, all other additions, alterations, enlargements, extensions, improvements and fixtures made a part of the Real Property or the improvements thereon and all appurtenances of any nature whatsoever, less all data processing or telecommunications equipment, all mobile or modular classrooms, if any, all other property excluded from the lien or security interest of the Bank under this Contract and all property released pursuant to this Contract or the Deed of Trust. “Net Proceeds,” when used with respect to any proceeds of insurance policies, payment bonds, performance bonds, condemnation awards or moneys received as a consequence of default under a construction contract or otherwise made available by reason of any occurrence described in Section 5.4 or 8.1, means the amount remaining after deducting from the gross proceeds thereof all expenses (including, without limitation, attorneys’ fees and costs) incurred in the collection of such proceeds. “North End Elementary School Project” means the portion of the School Project consisting of the replacement of windows at North End Elementary School. “Payment Schedule” means the document entitled “Payment Schedule” attached hereto and incorporated herein by reference which sets forth the Installment Payments to be made by the County hereunder, as the same may be revised from time to time in accordance with this Contract. “Permitted Encumbrances” means (1) easements, exceptions or reservations (i) for the purpose of pipelines, telephone lines, cable television lines, telegraph lines, power lines and substations, roads, streets, alleys, highways, parking, railroad purposes, drainage and sewerage purposes, dikes, canals, laterals, ditches, transportation of oil, gas or other materials, removal of oil, gas or other materials, and other like purposes, or (ii) for the joint or common use of real property, facilities and equipment, which exist on the Closing Date or arise under the provisions of Section 3.9 of the Deed of Trust and which, in the case of either (i) or (ii), in the aggregate do not materially interfere with or impair the operation of the Mortgaged Property for the purposes for which it is or may reasonably be expected to be used; 54 8087464v1 14038.00023 6 (2) the rights of the Bank under this Contract; (3) the lien of the Deed of Trust and any other liens and encumbrances listed in Exhibit B thereto; (4) the Lease and any sublease by the Board of Education in conformity with the provisions of Section 6.11, all of which are expressly subordinate to the lien of the Deed of Trust; (5) any materialmen’s liens incurred in the ordinary course of business and not remaining undischarged for more than sixty (60) days from the date thereof; and (6) any other liens, encumbrances, charges and restrictions on the Real Property described in Schedule B - Section II of the commitment of Investors Title Insurance Company to issue the Title Policy provided by the County under Section 6.5, which commitment is numbered ____________, or approved in writing by the Bank. “Plans and Specifications” means the plans and specifications prepared by one or more Engineers hired or employed by the County or the Board of Education relating to the acquisition, construction and installation of the Project. “Prime Rate” means the interest rate so denominated and set by Branch Banking & Trust Company of North Carolina (whether or not such Bank, or any affiliate thereof, is at any time the beneficiary under this Agreement) as its “Prime Rate,” as in effect from time to time. “Project” means, collectively, the County Project and the School Project. “Project Fund” means the separate fund created under Section 4.1 for the purpose of disbursing the Amount Advanced and interest earnings thereon and any other funds deposited therein. “Rate Adjustment Event” means any action by the Internal Revenue Service (including the delivery of a deficiency notice) or any other federal court or administrative body determining that the interest components of the Installment Payments, or any portion thereof, are includable in any beneficiary’s gross income for federal income tax purposes as a result of any misrepresentation by the County or as a result of any action the County takes or fails to take. “Real Property” means the site of North End Elementary School, described in Exhibit B hereto and incorporated herein by reference, as the same may be amended from time to time in accordance with the provisions of the Deed of Trust. “School Project” means, collectively, the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School, as more particularly described in Exhibit A hereto. “State” means the State of North Carolina. 55 8087464v1 14038.00023 7 “Title Policy” means the policy of title insurance issued by Investors Title Insurance Company pursuant to Section 6.5. ARTICLE II AMOUNT ADVANCED Section 2.1 Advance of Amount Advanced. The Bank hereby makes an advance to the County of the Amount Advanced, and the County hereby accepts from the Bank the Amount Advanced to be applied in accordance with the terms and conditions of this Contract. The proceeds of the Amount Advanced will be used to acquire, construct and install the Project as provided in this Contract. ARTICLE III INSTALLMENT PAYMENTS; ADDITIONAL PAYMENTS Section 3.1 Amounts and Times of Installment Payments and Additional Payments. (a) The County shall repay the Amount Advanced in installments, together with interest thereon at the Interest Rate, as provided in this Contract and the Payment Schedule. Each installment shall be deemed an Installment Payment and shall be paid in the amounts and at the time set forth in the Payment Schedule, except as otherwise provided in this Contract. Each amount received by the Bank as an Installment Payment shall be deemed to be applied first to the payment of the interest component and then to the payment of the principal component of such Installment Payment. (b) The County shall pay Additional Payments on a timely basis directly to each person or entity to which any Additional Payments are owed. Section 3.2 Late Payments. If the County fails to pay any Installment Payment by the due date, then interest on the principal component of the unpaid Installment Payment shall continue to accrue at the Interest Rate until it is paid and, if the County fails to pay any Additional Payment or any Installment Payment more than five (5) business days after the due date, then, to the extent permitted by law, the County shall pay additional interest on the unpaid amount at an annual rate equal to the Prime Rate from the original due date until it is paid. Section 3.3 Interest Rate and Payment Adjustment. (a) Upon any Rate Adjustment Event, (i) the unpaid principal portion of the Amount Advanced shall continue to be payable on dates and in amounts as set forth in the Payment Schedule, but (ii) the interest components of the Installment Payments shall be recalculated, at an interest rate equal to an annualized interest rate equal to the Prime Rate plus 2% (200 basis points), from the date (retroactively, if need by) determined pursuant to the Rate Adjustment Event to be the date interest became includable in any beneficiary’s gross income for federal income tax purposes. 56 8087464v1 14038.00023 8 (b) The County represents that it has designated its obligation to pay Installment Payments hereunder as being within the $10 million limitation described in Section 265(b)(3) of the Code and that it will not take any action that would cause it to exceed such $10 million limitation in the current calendar year. In the event that the County breaches this representation, the interest components of the Installment Payments shall be recalculated to preserve the Bank’s after-tax economic yield with respect to the interest components of the Installment Payments, taking into account any interest expense deductions lost by the Bank as a direct or indirect result of the County’s actions. (c) The County shall pay interest at an adjusted rate pursuant to Section 3.3(a) or (b) (subject to credit for interest previously paid) to each affected beneficiary, notwithstanding the fact that any particular beneficiary may not be a beneficiary under this Contract on the date that such adjusted rate takes effect. The County shall additionally pay to each affected beneficiary any interest, penalties or other charges assessed against or payable by such beneficiary and attributable to an event resulting in such adjusted rate notwithstanding the prior repayment of the entire Amount Advanced or any transfer to another beneficiary. Section 3.4 Place of Payments. All payments required to be made to the Bank under this Contract shall be made to the Bank by wire transfer as provided in the Payment Schedule in immediately available funds or as may be otherwise directed in writing by the Bank. Section 3.5 No Abatement. 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 the Installment Payments or Additional Payments, any defense, recoupment, setoff, counterclaim or any claim (real or imaginary) arising out of or related to the acquisition, construction and installation of the Project. The County assumes and shall bear the entire risk of loss and damage to the Project from any cause whatsoever, it being the intention of the parties hereto that the Installment Payments shall be made in all events unless the obligation to make the Installment Payments is terminated as otherwise provided in this Contract. Section 3.6 Prepayment of Amount Advanced. The County shall have the option to prepay or provide for the prepayment of the outstanding principal components of the Installment Payments in whole but not in part on any Installment Payment Date not earlier than March 1, 2021 at a prepayment price equal to one hundred percent (100%) of such principal components, plus accrued interest thereon to the date of such prepayment, upon not less than thirty (30) days prior written notice of such prepayment to the Bank. ARTICLE IV PROJECT FUND Section 4.1 Project Fund. The Bank has caused the Amount Advanced to be deposited in the Project Fund, a separate fund hereby created and established with the Bank and designated as the “County of Person 2016 Project Fund,” to be held in trust and applied by the Bank in accordance with the provisions of this Article IV. Until all amounts deposited to the credit of the Project Fund are applied to pay a part of the Cost of the Project, such amounts are hereby 57 8087464v1 14038.00023 9 pledged by the County to the Bank as security for the performance by the County of its obligation to repay the Amount Advanced when due and its other payment obligations hereunder. Section 4.2 Deposit or Investment. Moneys deposited in the Project Fund shall be held in a public funds money rate savings account offered by the Bank that complies with the requirements of Section 159-30 of the General Statutes of North Carolina, as amended. If such account ceases to exist while the moneys are deposited therein, then the Bank shall deposit or invest such moneys as shall be determined by the Bank upon consultation with the County. In addition, the County may at any time direct the Bank to deposit or invest such moneys in the following classes of deposits or securities to the extent permitted by law: (a) The North Carolina Capital Management Trust, (b) obligations of the United States, (c) obligations of agencies of the United States fully guaranteed both as to principal and interest by the United States and (d) commercial paper, certificates of deposit and bankers’ acceptances of BB&T Corporation and its bank subsidiaries, or of other banks and corporations so long as the rating on any such obligation is at least equal to the rating on similar obligations of BB&T Corporation (or its bank subsidiaries, in the case of certificates of deposit and bankers’ acceptances) at the time of such deposit or investment. The County will pay all associated costs related to the making of any such alternative investment, including the Bank’s reasonable fees and expenses of making such investment (including any standard fees associated with opening and maintaining an account appropriate to such alternative investment). If necessary in connection with any such direction by the County, the County and the Bank will make reasonable efforts to establish additional operating arrangements, which may include amending this Contract, to effectuate such direction by the County. Earnings on moneys deposited or invested in the Project Fund shall be retained in the Project Fund pending their disbursement in accordance with this Article IV. Section 4.3 Disbursement. Unless the Project Fund is earlier terminated in accordance with the provisions of Section 4.4, moneys in the Project Fund shall be disbursed by the Bank in payment of a part of the Cost of the Project upon receipt by the Bank of a requisition from the County, substantially in the form set forth in Exhibit C attached hereto, signed by a County Representative, together with the documents or other items required thereunder. The County shall deliver each requisition to the Bank in accordance with Section 16.4 or by facsimile transmission or electronic mail. The Bank shall undertake such review of the matters referred to in such requisition as it shall deem appropriate, and, if it is satisfied as to such matters, it shall then within three (3) Business Days disburse funds from the Project Fund to the County to pay the obligations described in such requisition or to reimburse the County for the payment of such obligations. The Bank may conclusively rely upon all requisitions received as conditions of payment from the Project Fund. In addition, the Bank may request such additional information as it may reasonably request to evidence the propriety of any requested payment from the Project Fund. If moneys in the Project Fund are insufficient to pay the Cost of the Project, the County shall provide or cause the Board of Education to provide any balance of the funds needed to complete the Project. Any moneys remaining in the Project Fund after completion of the Project in accordance with Section 5.3 shall be used (a) as necessary, first, to pay the interest component 58 8087464v1 14038.00023 10 of any scheduled Installment Payment which has become due and payable if, in the opinion of nationally recognized bond counsel, it is permissible to do so, second, to pay the principal component of any scheduled Installment Payment which has become due and payable and, third, to pay the outstanding principal components of the remaining Installment Payments coming due thereafter in the order of their due dates or (b) at the option of the County, to pay for such other capital facilities as the County may determine, provided that such use is authorized by law, that the County has obtained the consent of the Bank as to such use, which consent shall not be unreasonably withheld, and that, in the opinion of nationally recognized bond counsel, it is permissible to do so. Any moneys remaining in the Project Fund on termination thereof before completion of the Project shall be credited against future principal components of Installment Payments coming due in the order of their due dates. Notwithstanding any other provision of this Contract, the Bank will not be obligated to honor any requisition for disbursement of funds after thirty (30) days from the Closing Date until the County provides the Bank with a policy of title insurance that meet the requirements of Section 6.5. Section 4.4 Termination. The Project Fund shall be terminated at the earliest of (a) the final distribution of all moneys in the Project Fund, (b) the receipt by the County of written notice of an Event of Default given by the Bank or (c) the termination of this Contract. Section 4.5 Reliance of Bank on Documents. The Bank may act in reliance on any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Bank 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 under this Article are limited to the receipt of such moneys, instruments or other documents received by it as the Bank and the deposit or investment and disposition of the same in accordance herewith. Section 4.6 Indemnification of Bank. Unless the Bank is guilty of negligence with regard to its duties under this Article, the County agrees to indemnify the Bank and hold it harmless as provided in Section 11.1. In connection therewith, the Bank shall be entitled to hold all moneys deposited with it under this Contract, except for moneys expressly set aside to pay the Installment Payments, for indemnification for reasonable attorneys’ fees, court costs, any suit, interpleader or otherwise, or any other expenses, fees or charges of any character or nature, including but not limited to those which may be incurred by the Bank by reason of disputes arising between the County and the Bank as to the correct interpretation of this Contract and instructions given to the Bank under this Contract, or otherwise, until and unless such fees, costs, expenses or charges are fully paid. Section 4.7 Fees. The County will pay to the Bank a fee of $3,900, which includes the expenses incurred by the Bank in connection with the advance of the Amount Advanced under this Contract, the fees of its counsel and any other expenses of the Bank except as hereinafter provided. If the County at any time directs the Bank to deposit or to invest the moneys in the Project Fund differently than the initial deposit of such moneys pursuant to Section 4.2, then the 59 8087464v1 14038.00023 11 County shall pay to the Bank any standard set-up, administration and transaction fees relating to such change in deposit or investment. ARTICLE V ACQUISITION, CONSTRUCTION AND INSTALLATION OF THE PROJECT Section 5.1 Acquisition, Construction and Installation of the Project. The County shall comply or cause the Board of Education to comply with the provisions of Article 8 of Chapter 143 of the General Statutes of North Carolina, as amended, and enter into or cause the Board of Education to enter into the Construction Contracts relating to the Project. The County shall cause the acquisition, construction and installation of the Project to be carried on expeditiously in accordance with the Plans and Specifications, all applicable statutes and ordinances and all other applicable requirements of all regularly constituted authorities having jurisdiction over the same. The County shall insure that the Project will not violate any applicable use or other restrictions contained in prior conveyances or applicable protective covenants or restrictions. The County shall promptly cause to be corrected any defect in the Project or any departure from the Plans and Specifications, unless it obtains the approval of the Bank otherwise, which approval shall not be unreasonably denied. The County may make, or cause to be made, such changes in the Project as it deems necessary or appropriate to cause the Project to be completed for a cost within the funds available therefor; provided, however, that no change may be made in the Project which would result in its use for purposes other than governmental facilities or public school facilities. In addition, no change may be made unless the related costs are capital costs under applicable federal income tax principles and, if a change would be material as to the scope of the Project, (i) the County has first notified the Local Government Commission of North Carolina and the Bank of such change, (ii) in the opinion of the County Manager or his designee, such change will not have an adverse effect on the appraised value of the Mortgaged Property and (iii) in the opinion of nationally recognized bond counsel, it is permissible to make such change. Furthermore, if a change would increase the cost of the Project by more than $100,000, then the County must inform the Bank of the source of the funds that are to be used to pay for such change before it may make such change or cause it to be made. In the event of a change in the Project which would render materially inaccurate the description in Exhibit A attached hereto, the County shall provide, or cause to be provided, to the Bank a revised Exhibit A for attachment hereto which reflects accurately the Project as changed. Section 5.2 Right of Entry and Inspection. The Bank and its representatives and agents shall have the right to enter on and inspect the real property upon which the Project is to be located and the improvements thereto and thereon from time to time, during the acquisition, construction or installation of the Project, to the extent that the County or the Board of Education has such right, and the County shall cause any contractor or subcontractor to cooperate with the Bank and its representatives and agents during such inspections. No right of inspection or approval contained in this Contract imposes on the Bank any duty or obligation whatsoever to undertake any inspection or to give any approval, except as provided in Section 5.1. 60 8087464v1 14038.00023 12 Section 5.3 Completion of the Project. The County shall use its best efforts to cause the acquisition, construction and installation of the Project to be completed within 18 months, unforeseeable delays beyond the reasonable control of the County or the Board of Education only excepted. Upon completion of the acquisition, construction and installation of the Project, the County Representative shall deliver to the Bank (a) certificates of the County and the Board of Education stating collectively the fact and date of such completion and that all of the Cost of the Project has been determined and paid (or that all of such Cost has been paid less specified claims which are subject to dispute and for which a retention in the Project Fund is to be maintained in the full amount of such claims until such dispute is resolved) and (b) a certificate of a duly authorized officer or agent of the architects, engineers or supervising contractors selected and hired by the County or the Board of Education in connection with the acquisition, construction and installation of the Project stating the fact and date of such completion. If the accounting of the Project Fund by the Bank shows that moneys in the Project Fund will remain unexpended for the Cost of the Project, the unexpended funds in the Project Fund shall be applied in accordance with Section 4.3. Section 5.4 Payment and Performance Bonds. Each contractor entering into a Construction Contract relating to the North End Elementary School Project shall be required to furnish a performance bond and a separate labor and material payment bond as required by North Carolina General Statutes, Article 3, Chapter 44A, each of which shall name the Bank as an obligee in addition to the County or the Board of Education and copies of which shall be provided to the Bank. In lieu of furnishing a performance bond and a separate labor and material payment bond, each contractor may furnish collateral in the amount of its Construction Contract securing the County or the Board of Education, as may be applicable, and the Bank pursuant to North Carolina General Statutes, Article 8, Chapter 143 (Section 143-129), evidence of which shall be provided to the Bank. In the event of any material default by a contractor under any Construction Contract relating to the North End Elementary School Project, or in the event of a material breach of warranty with respect to any materials, workmanship or performance, the County shall promptly proceed, or cause the Board of Education to proceed promptly, either separately or in conjunction with others, to pursue diligently its remedies against such contractor and/or against each surety of any bond securing the performance of such Construction Contract. The Net Proceeds of any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing, after reimbursement to the County or the Board of Education of any amounts theretofore paid by the County or the Board of Education and not previously reimbursed to the County or the Board of Education for correcting or remedying the default or breach of warranty which gave rise to the proceedings against such contractor or surety, shall be applied as provided in Section 8.2. To the extent that the Net Proceeds of any payment bond or collateral required by this Section are not applied directly to pay the Cost of the Project, they shall likewise be applied as provided in Section 8.2. Section 5.5 Contractor’s General Public Liability and Property Damage Insurance. Each contractor entering into a Construction Contract relating to the North End Elementary School Project shall be required to procure and maintain at its own expense during the duration of such Construction Contract standard form (a) comprehensive general public liability and property damage insurance in the amount of at least $2,000,000 and (b) comprehensive 61 8087464v1 14038.00023 13 automobile liability insurance on owned, hired and non-owned vehicles in the amount of at least $2,000,000. Such policies shall include the County or the Board of Education, as may be applicable, and the Bank as additional named insureds or loss payees. A certificate evidencing such coverage or, if such insurance is provided by a private carrier, a completed certificate of insurance, in form acceptable to the County or the Board of Education and the Bank, shall be provided to the County or the Board of Education and the Bank with respect to each contractor entering into a Construction Contract. Such insurance shall provide protection from all claims for bodily injury, including death, property damage and contractual liability, products/completed operations, broad form property damage and XCU (explosion, collapse and underground property damage), where applicable. Section 5.6 Contractor’s Builder’s Risk Insurance. Except as hereinafter provided, each contractor entering into a Construction Contract relating to the North End Elementary School Project shall be required to procure and maintain at its own expense property insurance (builder’s risk) with respect to the work for which it is responsible under such Construction Contract at the full and insurable value thereof. Such insurance will include the County or the Board of Education, as may be applicable, as an additional named insured or loss payee and include a lender’s loss payable endorsement in favor of the Bank, and shall insure against “all risk” subject to standard policy conditions and exclusions. Each such contractor shall also purchase and maintain similar property insurance for portions of such work stored off the site of the North End Elementary School Project or in transit when such portions of such work are to be included in an application for payment. Each such contractor shall be responsible for the payment of any deductible amounts associated with such insurance. A certificate evidencing such coverage or, if such insurance is provided by a private carrier, a completed certificate of insurance, in form acceptable to the County or Board of Education and the Bank, shall be provided to the County or Board of Education and the Bank with respect to each contractor entering into a Construction Contract relating to the North End Elementary School Project. The County may provide, or cause to be provided, insurance that is substantially similar to the insurance required by this Section in lieu of requiring a contractor to provide the insurance required by this Section. Section 5.7 Contractor’s Worker’s Compensation Insurance. Each contractor entering into a Construction Contract relating to the North End Elementary School Project shall be required to procure and maintain at its own expense worker’s compensation insurance during the term of such Construction Contract, covering its employees working thereunder. A certificate evidencing such coverage or, if such insurance is provided by a private carrier, a completed certificate of insurance, in form acceptable to the County or Board of Education and the Bank, shall be provided to the County or Board of Education and the Bank with respect to each contractor entering into a Construction Contract relating to the North End Elementary School Project. Each such Construction Contract shall also provide that each subcontractor of any contractor who is a party to such Construction Contract shall be required to furnish similar worker’s compensation insurance. Section 5.8 Filing With the Bank. The County shall cause copies of all performance bonds and insurance contracts or approved certificates thereof, as required under sections 5.4, 62 8087464v1 14038.00023 14 5.5, 5.6 and 5.7 to be delivered to the Bank within thirty (30) days after a request therefor by the Bank and in such form as to evidence compliance with the provisions of such sections. ARTICLE VI RESPONSIBILITIES OF THE COUNTY Section 6.1 Care and Use. The County shall cause the Mortgaged Property to be used 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, or cause the Mortgaged Property to be serviced, repaired and maintained, so as to keep the Mortgaged Property in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted, and shall replace or restore, or cause to be replaced or restored, any part of the Mortgaged Property as may from time to time become worn out, unfit for use, destroyed or damaged. Any and all repairs or replacements of the Mortgaged Property 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” as used in this Contract. In any instance where the County or the Board of Education determines that any fixture constituting a part of the Mortgaged Property has become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, the County or the Board of Education may remove such fixture and sell, trade-in, exchange or otherwise dispose of it without any responsibility or accountability to the Bank therefor, provided that the County shall either: (a) substitute or cause to be substituted (by direct payment of the costs thereof or by designating as a fixture constituting a part of the Mortgaged Property other equipment, machinery or other personal property) and install as a fixture other equipment, machinery or other personal property having equal or greater value and utility (but not necessarily serving the same function) in the operation of the Mortgaged Property or (b) not make any such substitution and installation, provided that (i) the appraised value of the remaining Mortgaged Property will not be less than the aggregate outstanding principal components of the Installment Payments and (ii) upon the request of the Bank, which request may be made from time to time, the County will provide or cause to be provided to the Bank reasonable evidence of the appraised value of the Mortgaged Property at the time of such request. The County may also, upon the loss of or damage to any portion of any fixture constituting a part of the Mortgaged Property that is to be protected against by insurance required or permitted by Section 6.6 and in lieu of making any claim upon such insurance, substitute and install or cause to be substituted and installed as a fixture other equipment, machinery or other personal property having equal or greater value and utility (but not necessarily serving the same function) in the operation of the Mortgaged Property for such lost or damaged fixture. In any instance in which the County so elects to substitute or cause to be substituted any fixture for any damaged fixture, the County or the Board of Education may remove the damaged fixture from 63 8087464v1 14038.00023 15 the Mortgaged Property and dispose of it without any further responsibility or accountability to the Bank therefor. All substituted equipment, machinery or other personal property installed as a fixture pursuant to this Section, except for any data processing or telecommunications equipment and any mobile or modular classrooms, shall be free of all liens and encumbrances (other than Permitted Encumbrances) and shall become a part of the Mortgaged Property. The Bank will cooperate with the County and the Board of Education in implementing the County’s rights to dispose of fixtures pursuant to this Section and will execute any and all conveyances, releases or other documents necessary or appropriate in connection therewith and with the release of fixtures from the lien of the Deed of Trust or any other documents evidencing a security interest therein in favor of the Bank. The parties acknowledge that the Board of Education shall have the right, in its sole discretion and at its own expense, to acquire, construct and install real property improvements or items of equipment or other personal property other than the North End Elementary School Project in or upon any portion of the Leased Property (as defined in the Lease) that do not materially impair the effective use or materially decrease the value of the Leased Property, as provided in Section 7.2 of the Lease. Section 6.2 Inspection. The Bank has the right on reasonable prior notice to the County or the Board of Education, as may be applicable, to enter upon the Mortgaged Property to inspect the Mortgaged Property and observe its use during normal business hours. Section 6.3 Utilities. The County shall pay, or cause to be paid, all charges for gas, water, steam, electricity, light, heat or power, telephone or other utility service furnished to or used on or in connection with the Mortgaged Property. There shall be no abatement of any portion of the Installment Payments on account of interruption of any such services. Section 6.4 Taxes. The County shall pay, or cause to be paid, when due any and all taxes relating to the Mortgaged Property and the County’s obligations under this Contract 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 charges imposed on the ownership, possession or use of the Mortgaged Property by any governmental body or agency, together with any interest and penalties. Section 6.5 Title Insurance. The County agrees to obtain, at its own cost and expense, an American Land Title Association policy of title insurance, in form satisfactory to the Bank, effective as of the date of execution and delivery of this Contract, in an amount not less than the Amount Advanced, naming the Bank as insured mortgagee. Such policy shall insure the fee title of the County to the Real Property, subject only to Permitted Encumbrances, and shall be issued by a title insurance company qualified to do business in the State of North Carolina and acceptable to the Bank. On or before the Closing Date, the County shall provide the Bank with a copy of the commitment of the issuer of such policy to issue such policy and, within thirty (30) days after the Closing Date, the County shall provide the Bank with a copy of such policy. 64 8087464v1 14038.00023 16 Section 6.6 Insurance. The County shall maintain, or cause to be maintained, except as hereinafter provided, insurance with respect to its property and business against such casualties and contingencies in amounts not less than is customary in similar activities and similarly situated. Without limiting the foregoing, the County shall maintain, or cause to be maintained, except as hereinafter provided, the following insurance: (a) Insurance against loss and/or damage to the Mortgaged Property under a policy or policies covering such risks as are ordinarily insured against for similar property. Such insurance (which may be builder’s risk insurance in whole or in part until the completion of the Project) shall be in an amount not less than the lesser of (i) the full replacement cost of the Mortgaged Property or (ii) the outstanding principal components of the Installment Payments, but any such policy may have a deductible amount of not more than $50,000. No such policy of insurance shall be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior written consent thereto by the Bank. The term “full replacement cost” shall mean the actual replacement cost of the Mortgaged Property, without deduction for physical depreciation, and shall be determined once every three years by an insurance consultant, in any case, selected and paid for by the County or the Board of Education. Each such policy shall contain a replacement cost endorsement. (b) Comprehensive general liability insurance protecting the County, the Board of Education and the Bank as their interests may appear, against liability for injuries to persons and/or property, occurring on, in or about the Mortgaged Property, in the minimum amount of $2,000,000 liability to any one person for property damage, $2,000,000 liability for personal injury for any one occurrence and an aggregate annual liability limit of not less than $2,000,000, with a deductible amount of not more than $50,000. (c) Workers’ compensation insurance respecting all employees of the Board of Education working at the Mortgaged Property in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Board of Education may be self-insured with respect to all or any part of its liability for workers’ compensation. Each policy of insurance obtained pursuant to this Section shall (i) be issued by a generally recognized and responsible insurance company qualified under the laws of the State or the United States of America to assume the risks covered by such policy, (ii) name the County, the Board of Education and the Bank as insureds or loss payees, as their respective interests may appear, except that policies described in paragraph (a) shall contain standard mortgagee clauses naming the Bank as mortgagee; and (iii) unless unavailable from the insurer, provide that such policy shall not be cancelled or modified in any way adverse to any insured or loss payee without at least thirty (30) days’ prior written notice to each insured or loss payee named therein. The County or the Board of Education, as may be applicable, shall have the right to receive the proceeds from any insurance maintained pursuant to this Section, subject, however, to the provisions of this Article VI and Article VIII. All such policies shall be deposited with the Bank, provided that in lieu of such policies there may be deposited with the Bank a certificate or certificates of the respective insurers or 65 8087464v1 14038.00023 17 other evidence satisfactory to the Bank to the effect that the insurance required by this Section is in full force and effect. Prior to the expiration of any such policy, the County shall furnish to the Bank evidence satisfactory to the latter that the policy has been renewed or replaced or is no longer required by this Contract. In lieu of separate policies the County may maintain or cause the Board of Education to maintain blanket or umbrella policies or participate in or cause the Board of Education to participate in group risk financing programs, risk pools, purchasing groups, captive insurance companies or state and federal programs if such policies or other insurance alternatives provide the same coverage as required by this Section with protection against each risk not reducible by claims for other risks to amounts less than that specified in this Section and the County deposits with the Bank a certificate or certificates of the respective insurers evidencing such coverage and stating, as required, the amount of coverage with respect to the Mortgaged Property or any part thereof. Section 6.7 Rating and Insurance. The Bank reserves the right to have this transaction rated and/or insured by a qualified rating agency and/or insurer at the Bank’s sole cost at any time during the Contract. The County agrees to cooperate with the Bank and the agency/insurer in providing any requested financial or non-financial information that may be material to obtaining the rating/insurance. Section 6.8 Risk of Loss. The County shall bear all risk of loss or damage to and condemnation of the Project. In the event of loss or damage to or condemnation of the Project resulting in Net Proceeds of any insurance policies or condemnation awards, such Net Proceeds shall be applied in accordance with the provisions of Section 8.2. Section 6.9 Performance by the Bank of the County’s Responsibilities. Any performance required of the County or any payments other than Installment Payments required to be made by the County may, if not timely performed or paid, be performed or paid by the Bank, and, in that event, the Bank shall be immediately reimbursed by the County for such payments or other performance by the Bank with interest thereon at the Prime Rate. Section 6.10 Financial Statements. The County shall send to the Bank (i) a copy of the County’s audited financial statements for each fiscal year within thirty (30) days of the County’s acceptance of such statements, but in any event within one hundred eighty (180) days of the completion of such fiscal year and (ii) a copy of the County’s annual budget promptly after adoption, as well as any amendments to the budget that affect the appropriation for Installment Payments. The County shall furnish to the Bank, at such reasonable times as the Bank shall request, all other financial information (including, without limitation, the County’s annual budget as submitted or approved) as the Bank may reasonably request. The County shall permit the Bank or its agents and representatives to inspect the County’s books and records and make extracts therefrom. The County represents and warrants to and covenants with the Bank that all financial statements which have been or may be delivered to the Bank reflect or will reflect fairly and 66 8087464v1 14038.00023 18 accurately the County’s financial condition and that, except as the County may notify the Bank otherwise, there has been and will be no material adverse change in the County’s financial condition as reflected in the financial statements since the respective dates thereof. Section 6.11 Leasing by County or Board of Education. The County has entered into the Lease with the Board of Education. In addition, the Board of Education, with the written consent of the County, may sublease any portion of the Mortgaged Property leased to it pursuant to the Lease, subject to all of the following conditions: (a) The County shall not be relieved of any of its obligations under this Contract. (b) The County shall, within thirty (30) days after the execution of any sublease, furnish or cause to be furnished to the Bank a true and complete copy of such sublease. (c) No sublease shall cause the interest components of the Installment Payments to be includable in gross income for purposes of federal income taxation. (d) Any sublease shall be subject to the provisions of this Contract and the Deed of Trust and subordinate to the lien of the Deed of Trust. The Board of Education may also grant licenses for the temporary use of the Leased Property or make the Leased Property available for community use in accordance with the laws of the State. ARTICLE VII TITLE; LIENS; PERSONAL PROPERTY Section 7.1 Title. Title to the Mortgaged Property shall be in the County from and after the date of execution and delivery of this Contract so long as the County shall not be in default hereunder or this Contract shall not have been terminated pursuant to the provisions of Article XIII hereof, subject to the Permitted Encumbrances, and shall vest permanently in the County upon the payment in full of the Amount Advanced plus accrued interest thereon and all other payments due hereunder, free and clear of any lien or security interest of the Bank under this Contract. Simultaneously with the execution and delivery of this Contract, the County shall deliver to the Bank the Deed of Trust in form satisfactory to the Bank. Upon payment in full of all of the County’s obligations hereunder, including the Amount Advanced, interest accrued thereon and all other payments due hereunder, the Bank, at the County’s request, shall release and cancel the Deed of Trust. Section 7.2 Liens. The County shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest, charge, encumbrance or claim on or with respect to the Mortgaged Property or any interest therein (except for Permitted Encumbrances) without the prior written consent of the Bank. The County shall promptly, at its own expense, take such action as may be necessary to duly 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 Bank for any expense incurred by it (including reasonable attorneys’ 67 8087464v1 14038.00023 19 fees and reasonable expenses), after prior notice to the County, in order to discharge or remove any such mortgage, pledge, lien, security interest, charge, encumbrance or claim. Section 7.3 Personal Property. The County or the Board of Education at any time and from time to time, in its sole discretion and at its own expense, may install or permit to be installed items of equipment or other personal property in or upon any portion of the Mortgaged Property and may remove or replace such items and property if they do not constitute fixtures. All such items that constitute fixtures, except for any data processing or telecommunications equipment and any mobile or modular classrooms, shall become a part of the Mortgaged Property. All such items constituting data processing or telecommunications equipment or mobile or modular classrooms or that are not deemed to be fixtures shall remain the sole personal property of the County or the Board of Education, as may be applicable, in which the Bank shall not have any interest, and may be modified or removed by the County or the Board of Education at any time, provided that the County shall repair and restore, or cause to be repaired and restored, any and all damage to the Mortgaged Property resulting from the installation, modification or removal of any such items. ARTICLE VIII DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 8.1 Damage, Destruction or Condemnation. If, during the term hereof, (i) the Project or any portion thereof is destroyed or is damaged by fire or other casualty, (ii) title to or the temporary or permanent use of the Project or any portion thereof or the estate of the County, the Board of Education, the Bank or its assignee in the Project or any portion thereof is taken under the power of eminent domain by any governmental authority other than the County or (iii) a material defect in the acquisition, construction and installation of the Project becomes apparent, then the County shall continue to be obligated to pay the amounts specified in Section 3.1 at the respective times required regardless of whether the documentation provided for in Section 5.3 has been delivered. If any part of the Mortgaged Property is destroyed or damaged by fire or other casualty, then the County will promptly cause the Mortgaged Property to be restored to the equivalent of its condition immediately prior to such casualty, and, if any part of the Mortgaged Property or its use is damaged or restricted by any exercise of the power of eminent domain, then the County will promptly cause the Mortgaged Property to be restored, repaired or modified in a manner satisfactory to the Bank. Section 8.2 Use of Net Proceeds to Repair or Replace the Mortgaged Property. Except as hereinafter provided, the Bank and the County shall cause the Net Proceeds of any insurance policies, payment bonds, performance bonds, condemnation awards or moneys received as a consequence of default under a Construction Contract or otherwise made available by reason of any occurrence described in Section 5.4 or 8.1 relating to the Mortgaged Property to be deposited in the Project Fund, if received before the Completion Date, or, if received thereafter, to be deposited in a separate fund held by the Bank. All Net Proceeds so deposited shall be applied by the Bank to the prompt repair, restoration, modification, improvement or replacement of the Mortgaged Property on receipt of requisitions from the County, substantially 68 8087464v1 14038.00023 20 similar in form to the form in Exhibit C attached hereto, signed by a County Representative, together with the documents or other items required thereunder. If such Net Proceeds arising from any single event, or any single substantially related sequence of events, are not more than $50,000, then the Board of Education shall retain such Net Proceeds and apply them to the prompt repair, restoration, modification, improvement or replacement of the Mortgaged Property and thereafter shall promptly report to the County and the Bank regarding the use of such Net Proceeds. Any repair, restoration, modification, improvement or replacement of the Mortgaged Property 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, and shall be included as part of the Mortgaged Property under this Contract. The County shall cause the Net Proceeds of any insurance policies, payment bonds, performance bonds, condemnation awards or moneys received as a consequence of default under a Construction Contract or otherwise made available by reason of any occurrence described in Section 5.4 or 8.1 relating to any portion of the Project other than the Mortgaged Property to be used to pay for the capital costs of such governmental facilities as the County may determine, provided that, in the opinion of nationally recognized bond counsel, it is permissible to do so. Section 8.3 Cooperation of Bank. The Bank shall cooperate fully with the County and the Board of Education in filing any proof of loss with respect to any insurance policy covering the events described in Section 8.1. In no event shall the Bank or the County voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim with respect to the Mortgaged Property without the written consent of the other. ARTICLE IX REPRESENTATIONS OF THE COUNTY AND BANK Section 9.1 Representations, Covenants and Warranties of the County. The County represents, covenants and warrants to the Bank as follows: (a) The County is a body politic and corporate and a political subdivision organized and existing under the Constitution and laws of the State. (b) The Constitution and laws of the State authorize the County to (i) execute and deliver this Contract, the Deed of Trust, the Lease and the Administrative Agreement, (ii) enter into the transactions contemplated hereby and thereby and (iii) carry out its obligations hereunder or thereunder. (c) The County has duly authorized the execution and delivery of this Contract, the Deed of Trust, the Lease and the Administrative Agreement in accordance with the Constitution and laws of the State. (d) Neither the execution and delivery of this Contract, the Deed of Trust, the Lease or the Administrative Agreement, 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 or any charter 69 8087464v1 14038.00023 21 provision or 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. (e) Other than building permits or other procedural requirements which are a prerequisite to the construction of the Project, 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, the Lease, the Administrative Agreement or any other documents related hereto or thereto and the transactions contemplated hereby and thereby, or if such approval is required, it has been duly obtained. (f) 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 County challenging the validity or enforceability of this Contract, the Deed of Trust, the Lease, the Administrative Agreement or any other documents relating hereto or thereto and the performance of the County’s obligations hereunder and thereunder. (g) The Project is essential for the improved administration of County government and improved public education in the County and the Project will permit the County to carry out public functions that it is authorized by law to perform. (h) The County Manager or Finance Director of the County shall include the Installment Payments and reasonably estimated Additional Payments coming due in each fiscal year in the corresponding annual budget request and exercise due diligence to have the Board of Commissioners include funds for the payment thereof in the corresponding final budget of the County. Any deletion of such funds from the County’s final budget shall be made only pursuant to an express resolution of the Board of Commissioners which explains the reason for such action. Subject to applicable law, the actions required of the County and its officers and of the Board of Commissioners pursuant to this paragraph shall be deemed to be and shall be construed to impose ministerial duties and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such official to enable the County to carry out and perform the actions required pursuant to this paragraph and its other agreements in this Contract. Nothing contained in this paragraph obligates the County to appropriate the moneys so budgeted or is to be construed to conflict with the provisions of Article XV. If within fifteen (15) days after the beginning of any fiscal year the County has not appropriated funds for the payment of the Installment Payments and reasonably estimated Additional Payments coming due in such fiscal year in the annual budget for such fiscal year or if at any time the County amends an annual budget to reduce such funds, then the County shall send a notice to such effect to the Bank and to the Local Government Commission of North Carolina to the attention of its Secretary at 3200 Atlantic Avenue, Raleigh, North Carolina 27604. (i) There has not been any material change in the County’s financial condition since the date of the last annual financial statement of the County provided to the Bank. 70 8087464v1 14038.00023 22 (j) The County acknowledges that the Bank has not acted as a financial advisor to the County with respect to this Contract. The County has not relied on the Bank for any financial advice. Section 9.2 Representations, Covenants and Warranties of the Bank. The Bank represents, covenants and warrants to the County as follows: (a) The Bank is a North Carolina state-chartered bank duly organized, existing and in good standing under and by virtue of the laws of the State and has the power and authority to enter into this Contract. (b) Neither the execution and delivery of this Contract 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 organizational documents of the Bank or any restriction or any agreement or instrument to which the Bank is now a party or by which the Bank is bound. ARTICLE X TAX COVENANTS Section 10.1 Tax Covenants. The County covenants that, to the extent permitted by law, 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 for federal income tax purposes of the interest components of the Installment Payments under Section 103 of the Code. The County will not directly or indirectly use or permit the use of any proceeds of the Project Fund or any other funds of the County, or take or omit to take any other action, that would cause the obligation of the County to make Installment Payments created by this Contract to be an “arbitrage bond” within the meaning of Section 148(a) of the Code. To that end, the County has executed the Tax Certificate, dated as of the Closing Date (the “Tax Certificate”), and will comply with all requirements of Section 148 of the Code to the extent applicable. The County further covenants that this Contract is not a “private activity bond” as defined in Section 141 of the Code. The County will maintain books on which will be recorded (i) the Bank or (ii) any assignee of the Installment Payments due under this Contract as the registered owner of the Installment Payments. 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 of the County to make Installment Payments created by this Contract from time to time. This covenant shall survive the termination of this Contract. Notwithstanding any provision of this Article, if the County shall provide to the Bank an opinion of nationally recognized bond counsel to the effect that any action required under this Section or the Tax Certificate is no longer required, or to the effect that some further action is 71 8087464v1 14038.00023 23 required, to maintain the exclusion from gross income of the interest components of the Installment Payments pursuant to Section 103 of the Code, the County and the Bank may rely conclusively on such opinion in complying with the provisions of this Article. ARTICLE XI INDEMNIFICATION Section 11.1 Indemnification. To the fullest extent permitted by law and subject to the provisions of Section 160A-20 of the North Carolina General Statutes, as amended, the County hereby agrees to indemnify, protect and save the Local Government Commission of North Carolina, the Bank and the Deed of Trust Trustee and their respective officers, employees, directors, members and agents (collectively the “Indemnitees”) harmless from all liabilities, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including reasonable attorneys’ fees, that (i) arise in tort, in contract, under 42 U.S. Code §1983 or under the public bidding laws of the State or (ii) arise out of, are connected with, or result, directly or indirectly, from the Project or any portion thereof, including, without limitation, the manufacture, selection, acquisition, delivery, possession, condition, construction, improvement, environmental or other condition, lease, use, operation or return of the Project or any portion thereof, or the transactions contemplated by this Contract; provided, however, that the right to indemnification shall not apply to losses arising from (i) any action taken by any other Indemnitee and (ii) the exercise of the right of the County not to appropriate moneys for the payment of Installment Payments. The indemnification arising under this Article shall continue in full force and effect notwithstanding the payment in full of all obligations under this Contract, subject only to the remedies allowable under Section 160A-20 of the North Carolina General Statutes, as amended. ARTICLE XII DISCLAIMER OF WARRANTIES Section 12.1 No Representations by the Bank. The County acknowledges and agrees that it or the Board of Education has selected or will select the Real Property and the components of the Project, the vendors of any equipment acquired and the Engineers and contractors for the acquisition, construction and installation of the Project based on its own judgment and disclaims any reliance on any statements or representations by the Bank with respect thereto. Section 12.2 Disclaimer by the Bank. THE BANK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT. 72 8087464v1 14038.00023 24 ARTICLE XIII DEFAULT AND REMEDIES Section 13.1 Definition of Event of Default. The County shall be deemed to be in default under this Contract 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 or pay any other amount hereunder when due. (b) (i) The County fails to budget and appropriate moneys sufficient to pay all Installment Payments and the reasonably estimated Additional Payments coming due in any fiscal year of the County; or (ii) the County deletes from its duly adopted budget any appropriation for the purposes specified in clause (i) above. (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 subparagraph (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 contained, other than as referred to in subparagraph (e) of this Section, for a period of thirty (30) days after written notice specifying such failure or breach and requesting that it be remedied has been given to the County by the Bank; provided, however, that if such failure or breach cannot with due diligence be cured within such thirty (30)-day period and the County has promptly commenced and diligently worked to cure such failure or breach within such thirty (30)-day period, the County will have an additional period of ninety (90) days to cure such failure or breach and, further, that if such failure or breach cannot with due diligence be cured within such ninety (90)-day period and the County has diligently continued to work to cure such failure or breach within such ninety (90)-day period, then, upon consultation with the Bank as to such matter, the County will have an additional reasonable period of time to cure such failure or breach as long as the County diligently continues to work to cure such failure or breach. (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 ninety (90) days after the institution or occurrence thereof. (e) Any warranty, representation or statement made by the County in this Contract, the Deed of Trust or any other document executed or delivered in connection herewith or therewith is found to be incorrect or misleading in any material respect on the date made. (f) An attachment, levy or execution of a security interest or lien is levied on or against any portion of the Mortgaged Property. Section 13.2 Remedies on Default. On the occurrence of any Event of Default, the Bank may exercise any one or more of the following remedies as the Bank, in its sole discretion, shall elect: 73 8087464v1 14038.00023 25 (a) Declare the outstanding principal components of the Installment Payments plus the interest component of the next due Installment Payment accrued to the date of such declaration to be immediately due and payable without notice to or demand on 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 (other than a failure to pay Installment Payments or any other payment hereunder). (c) Subject to the provisions of Article XV, exercise all the rights and remedies of a secured party or creditor under the general laws of the State with respect to the enforcement of the security interest granted under the Deed of Trust including, without limitation, to the extent permitted by law, reenter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the recovery, repair, storage, sale, lease, sublease or other disposition of the Mortgaged Property, toward the obligations due under this Contract and, thereafter, pay any remaining proceeds to the County. (d) Enforce its security interest or direct the Deed of Trust Trustee to institute foreclosure proceedings under the Deed of Trust and sell the Mortgaged Property. NOTWITHSTANDING ANY OTHER PROVISIONS IN THIS CONTRACT, IT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, AS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE COUNTY IN FAVOR OF THE BANK IN VIOLATION OF SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, AS AMENDED, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED UNDER THIS CONTRACT WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL OUTSTANDING OBLIGATIONS UNDER THIS CONTRACT. Section 13.3 Further Remedies. Subject to the provisions of Article XV, this Contract shall remain in full force and effect and the County shall be and remain liable for the full performance of all its obligations under this Contract. All remedies of the Bank 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. Section 13.4 Right of Board of Education. The Bank acknowledges that the Board of Education has the right (but no obligation) to pay any amounts due hereunder on behalf of the County or to perform any other covenants of the County hereunder relating to the School Project, provided that any such right or the exercise thereof on the part of the Board of Education will not extend the time for payment or other performance set forth herein. 74 8087464v1 14038.00023 26 ARTICLE XIV ASSIGNMENT Section 14.1 Assignment by the County. Except as provided in the Deed of Trust, the County will 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 the Permitted Encumbrances) without the prior written consent of the Bank. Section 14.2 Assignment by the Bank. The Bank may, at any time and from time to time, assign to any bank, insurance company or similar financial institution or to any other entity or any trust created to hold a pool of obligations approved by the Local Government Commission of North Carolina all or any part of its interest in the Mortgaged Property or this Contract, including, without limitation, the Bank’s rights to receive the Installment Payments and any Additional Payments due and to become due hereunder. Reassignment by any assignee may also only be to a bank, insurance company or similar financial institution or to any other entity or any trust created to hold a pool of obligations approved by the Local Government Commission of North Carolina. The County agrees that this Contract may become part of a pool of obligations at the Bank’s or its assignee’s option. The Bank or its assignees may assign or reassign either the entire pool or any partial interest herein. Notwithstanding the foregoing, no assignment or reassignment of the Bank’s interest in the Mortgaged Property or this Contract shall be effective unless and until the County shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each assignee. The County covenants and agrees with the Bank and each subsequent assignee of the Bank to maintain for the full term of this Contract a written record of each such assignment or reassignment. The County hereby appoints the Bank as its agent for the purpose of maintaining any written record in connection with an assignment under this Section, and the Bank hereby accepts such appointment. The County agrees to execute any document reasonably required by the Bank in connection with any assignment. Notwithstanding any assignment by the Bank of its interest in this Contract, the County shall not be obligated to provide any financial or other information to any assignee of the Bank except as set forth in Section 6.10. After the giving of notice described above to the County, the County shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgement shall in no way be deemed to make the assignment effective. The Bank covenants that any disclosure document circulated by it or an assignee in connection with the sale of the Bank’s rights in this Contract will contain a statement to the effect that the County has not reviewed and is not responsible for the disclosure document. The Bank covenants to defend, indemnify and hold harmless the County and its officers, employees and agents against any and all losses, claims, damages or liabilities, joint or several, including fees and expenses incurred in connection therewith, to which such indemnified party may become subject on account of any statement included in a disclosure document, or failure to include a statement in a disclosure document, unless the County shall have expressly approved the use of such disclosure document. 75 8087464v1 14038.00023 27 ARTICLE XV LIMITED OBLIGATION OF THE COUNTY Section 15.1 Limited Obligation of the County. NO PROVISION OF THIS CONTRACT SHALL BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. NO PROVISION OF THIS CONTRACT 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 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, THAT 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 THIS 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 BREACH OF A CONTRACTUAL OBLIGATION UNDER THIS CONTRACT, AND THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEYS DUE UNDER THIS CONTRACT. NO PROVISION OF THIS CONTRACT SHALL BE CONSTRUED TO PLEDGE OR TO CREATE A LIEN ON ANY CLASS OR SOURCE OF THE COUNTY’S MONEYS, NOR SHALL ANY PROVISION OF THIS CONTRACT RESTRICT THE FUTURE ISSUANCE OF ANY OF THE COUNTY’S BONDS OR OBLIGATIONS PAYABLE FROM ANY CLASS OR SOURCE OF THE COUNTY’S MONEYS. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS ARTICLE AND ANY OTHER PROVISION OF THIS CONTRACT, THIS ARTICLE SHALL TAKE PRIORITY. ARTICLE XVI MISCELLANEOUS Section 16.1 Waiver. No covenant or condition of this Contract can be waived except by the written consent of the Bank. Any failure of the Bank to require strict performance by the County or any waiver by the Bank of any terms, covenants or contracts in this Contract shall not be construed as a waiver of any other breach of the same or any other term, covenant or contract in this Contract. Section 16.2 Severability. If any portion of this Contract 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 16.3 Governing Law. This Contract shall be construed and governed in accordance with the laws of the State. 76 8087464v1 14038.00023 28 Section 16.4 Notices. Except as provided otherwise in this Contract, any and all notices, requests, demands and other communications given under or in connection with this Contract (a) must be in writing (not including facsimile transmission or electronic mail) and (b) shall be deemed to have been properly given when personally delivered or delivered on the date shown on a United States Mail certified mail receipt or a delivery receipt (or similar evidence) from a national commercial package delivery service and addressed to the addressees as follows: If to the County: County of Person, North Carolina 304 South Morgan Street, Room 219 Roxboro, North Carolina 27573-5245 Attention: Finance Director with a copy to: County of Person, North Carolina 304 South Morgan Street, Room 212 Roxboro, North Carolina 27573-5245 Attention: County Manager If to the Bank: Branch Banking and Trust Company BB&T Governmental Finance Attention: Account Administration/Municipal Re: Person County Agreement Notice 5130 Parkway Plaza Boulevard Building 9 Charlotte, North Carolina 28217 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, request, demand or other communication sent. By giving at least thirty (30) days written notice thereof, the County and the Bank shall have the right from time to time and at any time during the term of this Contract 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. Section 16.5 Section Headings. All section headings contained in this Contract are for convenience of reference only and are not intended to define or limit the scope of any provision of this Contract. Section 16.6 Entire Contract. This Contract, together with the schedules and exhibits hereto, constitutes the entire agreement between the parties and this Contract shall not be modified, amended, altered or changed except as the County and the Bank may subsequently agree in writing. 77 8087464v1 14038.00023 29 Section 16.7 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 Bank). Section 16.8 Time. Time is of the essence of this Contract and each and all of its provisions. Section 16.9 If Payment or Performance Date Not a Business Day. If the date for making payment, or the last date for performance of any act or the exercising of any right, as provided in this Contract, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Contract, and no interest shall accrue for the period after such nominal date. Section 16.10 Covenants of County not Covenants of Officials Individually. No covenant, stipulation, obligation or agreement contained in this Contract shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Board of Commissioners or the County in his individual capacity, and neither the members of the Board of Commissioners nor any other officer of the Board of Commissioners or the County shall be subject to any personal liability or accountability by reason of the execution and delivery of this Contract. No member of the Board of Commissioners or any agent or employee of the County shall incur any personal liability in acting or proceeding or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Contract. Section 16.11 Execution in Counterparts. This Contract may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 16.12 Proposal Letter. The terms of this Contract shall supersede the terms of the proposal letter from the Bank to the County dated December 15, 2015 and any amendments thereof or supplements thereto, as accepted by the County on January 4, 2016. To the extent of any conflict between this Contract and such proposal letter, this Contract will take priority. 78 8087464v1 14038.00023 30 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized officers as of the day and year first above written. COUNTY OF PERSON, NORTH CAROLINA [SEAL] By: ____________________________________ David Newell, Sr. Chairman of the Board of Commissioners for the County ATTEST: _____________________________ Brenda B. Reaves Clerk to the Board of Commissioners for the County [Signatures Continued on the Following Page] 79 8087464v1 14038.00023 31 [Counterpart Signature Page to the Installment Financing Contract, dated February 11, 2016, between Branch Banking and Trust Company and the County of Person, North Carolina] BRANCH BANKING AND TRUST COMPANY By: ____________________________________ Alison W. Peeler Senior Vice President [Signatures Continued on the Following Page] 80 8087464v1 14038.00023 32 [Counterpart Signature Page to the Installment Financing Contract, dated February 11, 2016, between Branch Banking and Trust Company and the County of Person, North Carolina] THIS CONTRACT HAS BEEN APPROVED UNDER THE PROVISIONS OF SECTION 159-152 OF THE GENERAL STATUTES OF NORTH CAROLINA, AS AMENDED By: ___________________________________ Greg C. Gaskins Secretary of the Local Government Commission of North Carolina 81 8087464v1 14038.00023 33 PAYMENT SCHEDULE Installment Payment Date Total Installment Payment Interest Component Principal Component 9/1/2016 $ $ $ 3/1/2017 9/1/2017 3/1/2018 9/1/2018 3/1/2019 9/1/2019 3/1/2020 9/1/2020 3/1/2021 9/1/2021 3/1/2022 9/1/2022 3/1/2023 9/1/2023 3/1/2024 9/1/2024 3/1/2025 9/1/2025 3/1/2026 82 8087464v1 14038.00023 34 Unless otherwise instructed by the Bank, the County shall wire funds in amounts equal to the Installment Payments to: Branch Banking and Trust Company BB&T Governmental Finance 223 Nash Street W Wilson, NC 27893-3801 ABA # 053101121 Account # 5203964953 Each wire ticket is to include: Customer Name: County of Person, North Carolina Customer Contract Number: ________________ 83 8087464v1 14038.00023 A-1 EXHIBIT A DESCRIPTION OF THE PROJECT The Project consists of the County Project and the School Project. The County Project consists of the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County. The Roxplex Property is located at _______________________________________. The Huck Sansbury Recreation Complex is located at _______________________. The School Project consists of the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School. South Elementary School is located at ___________________________________. Woodland Elementary School is located at ________________________________. Oak Lane Elementary School is located at __________________________________. North End Elementary School is located at ________________________________. Southern Middle School is located at _____________________________________. 84 8087464v1 14038.00023 B-1 EXHIBIT B DESCRIPTION OF THE REAL PROPERTY The Real Property consists of a tract or parcel of land described as follows: The above described property is currently operated as North End Elementary School. 85 8087464v1 14038.00023 C-1 EXHIBIT C PROJECT FUND REQUISITION [To be Prepared on County’s Letterhead for Submission] [Date] _________________ Ms. Trina Britt Project Specialist BB&T Government Finance tmbritt@bbandt.com direct dial: 704-954-1873 fax: 704-954-1799 E-mail requisitions to: GFProjectfunds@bbandt.com RE: Request for disbursement of funds from the Project Fund related to an Installation Financing Contract (BB&T Contract No. _________________) with Person County, North Carolina, dated February 11, 2016 Dear Ms. Britt: Pursuant to the terms and conditions of the Installment Financing Contract, dated February 11, 2016, between the County of Person, North Carolina (the “County”) and Branch Banking and Trust Company (the “Contract”), the County hereby requests the disbursement of funds to the County from the Project Fund established under the Contract for the costs described below, each of which is a Cost of the Project. Terms used herein but not defined herein shall have the meanings given to such terms in the Contract. This is requisition number _____ for funds from the Project Fund. Amount: Vendor: Vendor Address: Vendor Federal Tax Number: Applicable Vendor Invoices: Project Description: The Project consists of the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School, the replacement of the chiller equipment at Southern Middle School, the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the 86 8087464v1 14038.00023 C-2 repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County, as more particularly described in Exhibit A to the Contract. Location of Facilities: The Project is located on seven sites as described in Exhibit A to the Contract. The County makes this requisition pursuant to the following representations: 1. The County has appropriated in its current fiscal year funds sufficient to pay the Installment Payments and estimated Additional Payments due in the current fiscal year. 2. The purpose of this request for disbursement is for partial payment of the costs of the Project provided for under the Contract. 3. The requested disbursement has not been subject to any previous requisition. 4. No notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable herein to any of the persons, firms or corporations named herein has been received or, if any notice of any such lien, attachment or claim has been received, such lien, attachment or claim has been released or discharged or will be released or discharged upon payment of this requisition. 5. To the best of my knowledge, no Event of Default is continuing under the Contract, and no event or condition is existing which, with notice or lapse of time or both, would become an Event of Default. 6. The County has in place insurance on the Project that complies with the insurance provisions of the Contract. 7. Each amount requested for payment in this requisition either (a) represents reimbursement to the County for a Cost of the Project previously paid, or (b) will be used by the County within three Business Days of the receipt of funds from the Bank to make the payments to the third parties described in this requisition. Attached is evidence that the amounts shown in this requisition are properly payable at this time, such as bills, receipts, invoices, architects’ payment certifications or other appropriate documents. COUNTY OF PERSON, NORTH CAROLINA By: Printed name: Title: 87 8087465v1 14038.00023 DEED OF TRUST AND SECURITY AGREEMENT Prepared by: Return to: Gundars Aperans, Esq. Kenneth M. Scott Robinson, Bradshaw & Hinson, P.A. Senior Vice President 101 North Tryon Street, Suite 1900 Branch Banking and Trust Company Charlotte, North Carolina 28246 5130 Parkway Plaza Boulevard Building 9 Charlotte, North Carolina 28217 STATE OF NORTH CAROLINA COUNTY OF PERSON (COLLATERAL IS OR INCLUDES FIXTURES) This DEED OF TRUST AND SECURITY AGREEMENT, made and entered into this 11th day of February 2016 (this “Deed of Trust”), from the COUNTY OF PERSON, NORTH CAROLINA, a body corporate and politic and a political subdivision of the State of North Carolina, whose address is 304 South Morgan Street, Room 219, Roxboro, North Carolina 27573-5245, Attention: Finance Director and whose organization number is 56 - 6000321, as grantor (the “Grantor”), to Kenneth M. Scott, whose address is 5130 Parkway Plaza Boulevard, Building 9, Charlotte, North Carolina 28217, as trustee (the “Trustee”), for the benefit of BRANCH BANKING AND TRUST COMPANY, a North Carolina state-chartered bank, duly organized and existing under the laws of the State of North Carolina, whose address is BB&T Governmental Finance, Attention: Account Administration/Municipal, Re: Person County Agreement Notice, 5130 Parkway Plaza Boulevard, Building 9, Charlotte, North Carolina 28217 (the “Bank” and, together with its successors and assigns, the “Beneficiary”); W I T N E S S E T H: WHEREAS, the Grantor and the Bank have entered into an Installment Financing Contract dated as of even date herewith (the “Installment Financing Contract”), pursuant to which (i) the Bank has agreed to advance certain moneys to enable the Grantor to finance a portion of the cost of the Project (as defined in the Installment Financing Contract) and (ii) the Grantor has agreed to make the Installment Payments and Additional Payments (as each such term is defined in the Installment Financing Contract) to the Bank; 88 8087465v1 14038.00023 2 WHEREAS, this Deed of Trust has been executed and delivered to secure (i) the obligations of the Grantor to make the Installment Payments and Additional Payments and (ii) the performance of all of the other liabilities and obligations, whether now existing or hereafter arising, of the Grantor to the Bank under the Installment Financing Contract (all such obligations and liabilities described in (i) or (ii) above being hereinafter collectively called the “Indebtedness”); and WHEREAS, the Grantor desires to secure (i) the payment of the Indebtedness and any renewals, modifications or extensions thereof, in whole or in part, and (ii) 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 above preambles 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 consideration, receipt of which is hereby acknowledged, the Grantor has given, granted, bargained, sold and conveyed, and by these presents does give, grant, bargain, sell and convey, unto the Trustee, its heirs, successors and assigns, the following property (collectively the “Premises”): (a) The real property lying and being in the County of Person, North Carolina and described below in the legal description attached as Exhibit A hereto (collectively the “Real Property”): SEE EXHIBIT A ATTACHED HERETO FOR THE REAL PROPERTY DESCRIPTION, WHICH EXHIBIT A IS SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. (b) All buildings, structures, additions and other improvements of every nature whatsoever now or hereafter situated on or about the Real Property (collectively the “Improvements”). (c) 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 Real Property and a part of the Premises 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 Real Property, and the record owner of the Real Property is the Grantor. 89 8087465v1 14038.00023 3 (d) 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 Real Property 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 Premises or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the Grantor. (e) All leases affecting the Premises or any part thereof and all income, rents and issues of the Premises 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 so long as the Grantor is not in Default hereunder. SUBJECT, HOWEVER, to such of the Permitted Encumbrances (as defined in Exhibit B hereto and specifically incorporated herein by reference) as are superior to the security created by this Deed of Trust and excluding all data processing or telecommunications equipment, all mobile or modular classrooms, all other property excluded from the lien or security interest of the Bank under the Installment Financing Contract and all property released pursuant to the provisions of the Installment Financing Contract or this Deed of Trust. TO HAVE AND TO HOLD, the Premises 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 Premises in fee simple and has the right to convey the same in fee simple; that, except for Permitted Encumbrances, 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 Installment Financing 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 cancelled of record at the request of the Grantor. THIS DEED OF TRUST secures an obligation incurred for the construction of an improvement on the real property covered hereby and as such constitutes a “construction mortgage” under Section 25-9-334 of the General Statutes of North Carolina. 90 8087465v1 14038.00023 4 TO PROTECT THE SECURITY OF THIS DEED OF TRUST, the Grantor hereby further covenants and agrees as follows: ARTICLE I Section 1.1 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 as provided in the Installment Financing Contract and as permitted by law. Section 1.2 Taxes, Liens and Other Charges. (a) The Grantor will pay, or cause to be paid, before the same become delinquent, all taxes, liens, assessments and charges of every character including all utility charges, whether public or private, already levied or assessed or that may hereafter be levied or assessed upon or against the Premises; and will furnish the Beneficiary, on or before the final date whereon the same can be paid without penalty, evidence of the due and punctual payment of all such taxes, liens, assessments and charges. Nothing contained herein shall require the payment or discharge of any such tax, lien, assessment or charge by the Grantor for so long as the Grantor shall in good faith and at its own expense contest the same or the validity thereof by appropriate legal proceedings provided that such proceedings shall prevent (i) the collection thereof or other realization thereof and the sale or forfeiture of the Premises or any part thereof to satisfy the same or (ii) the enforcement thereof, against the Grantor, the Trustee, the Beneficiary and the Premises and so long as the Grantor first deposits with the Beneficiary in escrow such sums or other security as the Beneficiary may reasonably require to assure Beneficiary of the availability of sufficient monies to pay such tax, lien, assessment or charge if and when the same is finally determined to be due. (b) The Grantor will not suffer any mechanic’s, materialman’s, laborer’s, statutory or other lien to be created and to remain outstanding upon all or any part of the Premises. The Grantor shall be entitled to discharge such liens by bonds or to contest any such liens pursuant to the same procedure as the Grantor is entitled to contest taxes in the preceding subsection 1.2(a). Section 1.3 Insurance. The Grantor shall obtain and maintain, or cause to be obtained and maintained, during the term of this Deed of Trust the insurance coverage specified in the Installment Financing Contract. The net proceeds from any related insurance policy or policies shall be applied as provided in the Installment Financing Contract. The Beneficiary shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure if it has complied with Section 8.3 of the Installment Financing Contract. In the event of the foreclosure of this Deed of Trust or any other transfer of title to the Premises in extinguishment of the Indebtedness secured hereby, all right, title and interest of the Grantor or the Board of Education (as defined in the Installment Financing Contract) in and to all insurance policies then in force shall pass to the purchaser or Beneficiary, as appropriate. 91 8087465v1 14038.00023 5 Section 1.4 Condemnation. Any award for the taking of, or damage to, all or any part of the Premises or any interest therein upon the lawful exercise of the power of eminent domain shall be payable and applied as provided in the Installment Financing Contract. The Grantor shall give immediate notice to the Bank of the institution of any action or proceeding to condemn any part of the Premises or any interest therein of which the Grantor receives notice. Section 1.5 Care of Premises. (a) The Grantor will keep or cause the Board of Education to keep the buildings, parking areas, roads and walkways, recreational facilities, landscaping and all other Improvements of any kind now or hereafter erected on the Real Property or any part thereof in good condition and repair (ordinary wear and tear excepted), will not commit or suffer any waste, and will not do or suffer to be done anything which will increase the risk of fire or other hazard to the Premises or any part thereof. (b) Except in the ordinary course of its business or as provided in Section 6.1 of the Installment Financing Contract, the Grantor will not remove, demolish or alter or permit to be removed, demolished or altered the structural character of any Improvement located on the Real Property or any Fixture without the prior written consent of the Beneficiary. (c) If the Premises or any part thereof is damaged by fire or any other cause, the Grantor will give immediate notice thereof to the Beneficiary and the Trustee. (d) Upon reasonable prior notice to the Grantor or the Board of Education, as may be applicable, the Beneficiary or its representative is hereby authorized to enter upon and inspect the Premises at any time during normal business hours. The Beneficiary agrees that any confidential information about the Grantor or the Board of Education obtained in the exercise of its rights under this subsection shall, except as otherwise required by law or regulation applicable to the Beneficiary, be maintained in a confidential manner and shall be used by the Beneficiary only for the protection of its rights and interests hereunder. (e) The Grantor will comply promptly or cause the Board of Education to comply promptly with all present and future laws, ordinances, rules and regulations of any governmental authority (including, but not limited to, all environmental and ecological laws and regulations) affecting the Premises or any part thereof. Section 1.6 Leases Affecting Premises. The Beneficiary hereby approves the Lease (as defined in the Installment Financing Contract), and the Board of Education may sublease any portion of the Premises as provided in the Installment Financing Contract. Section 1.7 Security Agreement and Financing Statement. With respect to the Fixtures, this Deed of Trust is hereby made and declared to be a security agreement in favor of the Beneficiary encumbering each and every item of such property included herein as a part of the Premises, and the Grantor hereby grants a security interest to the Beneficiary in and to all of such Fixtures. Upon request by the Beneficiary, at any time and from time to time, a financing statement or statements reciting this Deed of Trust to be a security agreement affecting all of such property shall be executed by the Grantor and the Beneficiary and filed in accordance with the provisions of the Uniform Commercial Code as enacted in the State of North Carolina 92 8087465v1 14038.00023 6 applicable to the perfection of security interests by filing financing statements thereunder. The remedies for any violation of the covenants, terms and conditions of the security agreement contained in this Deed of Trust shall be (i) as prescribed herein or (ii) as prescribed by general law, at the Beneficiary’s sole election. This Deed of Trust shall constitute a financing statement filed as a fixture filing in accordance with Section 25-0-502 of the North Carolina General Statutes (or any amendment thereto). For these purposes, the Grantor is the “debtor,” the Beneficiary is the “secured party”, the Fixtures are the “collateral” and the addresses of the debtor and the secured party are provided in Section 3.5. Section 1.8 Further Assurances. 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 the Trustee and, where appropriate, 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 in order to effectuate, complete, or perfect, to continue and preserve or to give notice of (a) the obligations of the Grantor under the Installment Financing 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 Premises, whether now owned or hereafter acquired by the Grantor. Upon any failure by the Grantor so to do, the 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 the Beneficiary as its agent and attorney-in-fact to do so. Section 1.9 Expenses. 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 Premises, including, but not limited to, the exercise of the power of sale contained in this Deed of Trust, any condemnation action involving the Premises or any action to protect the security hereof, but excepting therefrom any negligence or willful 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. Section 1.10 Estoppel Affidavits. The Grantor upon ten (10) days’ prior written notice, shall furnish the Beneficiary a written statement, duly acknowledged, setting forth the unpaid principal of, and interest on, the Indebtedness and whether or not any offsets or defenses exist against the payment of such principal and interest. Section 1.11 Subrogation. The Beneficiary shall be subrogated to the claims and liens of all parties whose claims or liens are discharged or paid with the proceeds of the Indebtedness. 93 8087465v1 14038.00023 7 Section 1.12 Books, Records, Accounts and Annual Reports. The Grantor will keep and maintain or will cause to be kept and maintained proper and accurate books, records and accounts relating to the Premises. The Beneficiary shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of the Grantor or such other person or entity maintaining such books, records and accounts and to make copies or extracts thereof as the Beneficiary shall desire. Section 1.13 Limit of Validity. If from any circumstances whatsoever fulfillment of any obligation pursuant to any provision of this Deed of Trust or the Installment Financing Contract, at the time performance of such obligation 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 Installment Financing Contract that is in excess of the current limit of such validity, but such obligation shall be fulfilled to the limit of such validity. Section 1.14 Changes in Ownership. The Grantor hereby acknowledges to the Beneficiary that (a) the identity and expertise of the Grantor were and continue to be material circumstances upon which the Beneficiary has relied in connection with, and which constitute valuable consideration to the Beneficiary for, the extending to the Grantor of the Indebtedness and (b) any change in such identity or expertise could materially impair or jeopardize the security for the payment of the Indebtedness granted to the Beneficiary by this Deed of Trust. The Grantor therefore covenants and agrees with the Beneficiary, as part of the consideration for the extending to the Grantor of the Indebtedness, that the entire Indebtedness shall, at the option of the Beneficiary, become immediately due and payable, should the Grantor further encumber, pledge, convey, transfer or assign any or all of its interest in the Premises or any portion thereof without the prior written consent of the Beneficiary or except as otherwise permitted herein or in the Installment Financing Contract. Section 1.15 Use and Management of the Premises. The Grantor shall not alter or change the use of the Premises or abandon the Premises without the prior written consent of the Beneficiary or except as otherwise permitted herein or in the Installment Financing Contract. Section 1.16 Acquisition of Collateral. The Grantor shall not acquire any portion of the personal property, if any, covered by this Deed of Trust, subject to any security interest, conditional sales contract, title retention arrangement or other charge or lien taking precedence over the security title and lien of this Deed of Trust without the prior written consent of the Beneficiary. Section 1.17 Hazardous Material. (a) The Grantor represents, warrants and agrees that, except as previously disclosed to the Bank in writing: (i) the Grantor has not used or installed any Hazardous Material (as hereinafter defined) in violation of applicable Environmental Laws (as hereinafter defined) on, from or in the Premises and, to the best of the Grantor’s actual knowledge, no other person has used or installed any Hazardous Material on, from or in the Premises; (ii) to the best of the Grantor’s actual knowledge, no other person has violated any applicable Environmental Laws 94 8087465v1 14038.00023 8 relating to or affecting the Premises; (iii) to the best of the Grantor’s actual knowledge, the Premises are presently in compliance with all applicable Environmental Laws, and there are no facts or circumstances presently existing upon or under the Premises, or relating to the Premises, which may violate any applicable Environmental Laws, and there is not now pending or threatened any action, suit, investigation or proceeding against the Grantor or the Premises (or against any other party relating to the Premises) seeking to enforce any right or remedy against the Grantor or the Premises under any of the Environmental Laws; (iv) the Premises shall be kept free of Hazardous Materials to the extent required by applicable Environmental Laws, and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, or process Hazardous Materials, except as a necessary incident to the normal operation and maintenance of the Premises by the Board of Education as public school facilities and in connection with acquisition, construction and installation of the Project (as defined in the Installment Financing Contract) and any additional Improvements on the Real Property; (v) the Grantor shall not cause or permit the installation of Hazardous Materials in, on, over or under the Premises or a Release (as hereinafter defined) of Hazardous Materials unto or from the Premises or suffer the presence of Hazardous Materials in, on, over or under the Premises in violation of applicable Environmental Laws; (vi) the Grantor shall comply or cause the Board of Education to comply with Environmental Laws applicable to the Premises, all at no cost or expense to the Beneficiary or the Trustee; (vii) the Grantor or the Board of Education has obtained and the Grantor will at all times continue to obtain and/or maintain or cause the Board of Education to continue to obtain and/or maintain all licenses, permits and/or other governmental or regulatory actions necessary for the Premises to comply with applicable Environmental Laws (the “Permits”) and the Grantor will be and at all times remain or cause the Board of Education to be and at all times remain in full compliance with the terms and provisions of the Permits; (viii) to the best of the Grantor’s actual knowledge, there has been no Release of any Hazardous Materials on or from the Premises in violation of applicable Environmental Laws, whether or not such Release emanated from the Premises or any contiguous real estate, which has not been abated and any resulting violation of applicable Environmental Laws abated; (ix) the Grantor shall immediately give or cause the Board of Education to give the Beneficiary oral and written notice in the event that the Grantor receives any notice from any governmental agency, entity, or any other party with regard to Hazardous Materials on, from or affecting the Premises and the Grantor shall conduct and complete or cause the Board of Education to conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials on, from or affecting the Premises in accordance with all applicable Environmental Laws. (b) To the extent permitted by law and subject to the provisions of Section 160A-20 of the General Statutes of North Carolina, as amended (“G.S. § 160A-20”), the Grantor hereby agrees to indemnify the Beneficiary and the Trustee and hold the Beneficiary and the Trustee harmless from and against any and all liens, demands, defenses, suits, proceedings, disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries, costs, expenses (including, without limitation, reasonable attorneys’ and experts’ fees) and claims of any and every kind whatsoever paid, incurred, suffered by, or asserted against the Beneficiary, the Trustee and/or the Premises for, with respect to, or as a direct or indirect result of: (i) the presence of Hazardous Materials in, on or under the Premises, or the escape, seepage, leakage, spillage, discharge, emission or Release on or from the Premises of any Hazardous Materials regardless of whether or not caused by or within the control of the Grantor; (ii) the 95 8087465v1 14038.00023 9 violation of any Environmental Laws applicable to the Premises or the Grantor, whether or not caused by or within the control of the Grantor; (iii) the failure by the Grantor to comply fully with the terms and provisions of this Section; (iv) the violation of any of the Environmental Laws in connection with any other property owned by the Grantor, which violation gives or may give rise to any rights whatsoever in any party with respect to the Premises by virtue of any of the Environmental Laws, whether or not such violation is caused by or within the control of the Grantor; or (v) any warranty or representation made by the Grantor in subsection (a) of this Section being false or untrue in any material respect. (c) In the event the Beneficiary has a reasonable basis to suspect that the Grantor has violated any of the covenants, warranties, or representations contained in this Section, or that the Premises are not in compliance with the applicable Environmental Laws for any reason, the Grantor shall take such steps as the Beneficiary reasonably requires by notice to the Grantor in order to confirm or deny such occurrences, including, without limitation, the preparation of environmental studies, surveys or reports. In the event that the Grantor fails to take such action, the Beneficiary may take such action as the Beneficiary reasonably believes necessary to protect its interest, and the cost and expenses of all such actions taken by the Beneficiary, including, without limitation, the Beneficiary’s reasonable attorneys’ fees, shall be added to the Indebtedness. (d) For purposes of this Deed of Trust: (i) ”Hazardous Material” or “Hazardous Materials” means and includes, without limitation, (a) solid or hazardous waste, as defined in the Resource Conservation and Recovery Act of 1980, or in any applicable state or local law or regulation, (b) hazardous substances, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), or in any applicable state or local law or regulation, (c) gasoline, or any other petroleum product or by-product, (d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or in any applicable state or local law or regulation or (e) insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such Act, statute or regulation may be amended from time to time; (ii) ”Release” shall have the meaning given such term in the Environmental Laws, including, without limitation, Section 101(22) of CERCLA; and (iii) ”Environmental Law” or “Environmental Laws” shall mean any “Super Fund” or “Super Lien” law, or any other federal, state or local statute, law, ordinance or code, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials as may now or at any time hereafter be legally in effect, including, without limitation, the following, as same may be amended or replaced from time to time, and all regulations promulgated and officially adopted thereunder or in connection therewith: the Super Fund Amendments and Reauthorization Act of 1986 (“SARA”); 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”). The obligations and liabilities of the Grantor under this Section 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. 96 8087465v1 14038.00023 10 (e) The parties expressly agree that an event under the provisions of this Section which may be deemed to be a default under this Deed of Trust shall not be a default until the Grantor has received notice of such event. Further, in terms of compliance with future governmental laws, regulations or rulings applicable to environmental conditions, the Grantor shall be permitted to afford itself of any defense or other protection against the application or enforcement of any such law, regulation or ruling. ARTICLE II Section 2.1 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) Failure by the Grantor to pay when due, any Installment Payment as required by the Installment Financing Contract or by this Deed of Trust. (b) Failure by the Grantor to duly observe or perform after notice and lapse of any applicable grace period any other term, covenant, condition or agreement of this Deed of Trust. (c) Any warranty of the Grantor contained in this Deed of Trust proves to be untrue or misleading in any material respect. (d) The occurrence of any “Event of Default” under the Installment Financing Contract. Section 2.2 Acceleration upon Default, Additional Remedies. In the event an Event of Default shall have occurred and is continuing, the Beneficiary may declare all Indebtedness to be due and payable and the same shall thereupon become due and payable without any presentment, demand, protest or notice of any kind. Thereafter, the Beneficiary may take any one or more of the following actions: (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court as hereinafter provided and without regard to the adequacy of its security, enter upon and take possession of the Premises, or any part thereof, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Premises, or part thereof or interest therein, increase the income therefrom or protect the security hereof, and, with or without taking possession of the Premises, 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 the Beneficiary may determine. The entering upon and taking possession of the Premises, 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 Premises or the collection, receipt and application of rents and issues, the Trustee or the Beneficiary 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. 97 8087465v1 14038.00023 11 (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver as hereinafter provided, specially enforce any of the covenants hereof, or cause the Trustee to foreclose this Deed of Trust by power of sale. (c) Exercise any or all of the remedies available to a secured party under any applicable laws. 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 in violation of G.S. § 160A-20, including, without limitation, any deficiency judgment for amounts that may be owed under the Installment Financing Contract or this Deed of Trust when the sale of all or any portion of the Premises is insufficient to produce enough money to pay in full all remaining Indebtedness under the Installment Financing Contract or 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 moneys due or secured under this Deed of Trust. Section 2.3 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 Premises at public auction for cash, after having first complied with all applicable requirements of laws of the State of North Carolina 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 the Trustee’s commission not exceeding one percent (1%) of the bid and reasonable attorneys’ fees 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 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 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 next highest bidder may be declared to be the purchaser. Such deposit shall be refunded in case a resale is had; otherwise, it shall be applied to the purchase price. Section 2.4 Performance by the 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 Installment Financing 98 8087465v1 14038.00023 12 Contract. The Beneficiary shall be the sole judge of the necessity for any such actions and of the amounts to be paid but no such action shall be taken unreasonably. The Beneficiary is hereby empowered to enter and to authorize others to enter upon the Premises 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. Section 2.5 Receiver. If an Event of Default shall have occurred and is continuing and such Event of Default as to Events of Default occurring under subsections (b), (c) and (d) of Section 2.1 continues uncured for a period of thirty (30) days or more after notice of such Event of Default is given by the Beneficiary to the Grantor, the Beneficiary, upon application to a court of competent jurisdiction, shall be entitled as a matter of strict right without notice and without regard to the adequacy or value of any security for the Indebtedness secured hereby or the solvency of any party bound for its payment, to the appointment of a receiver or receivers to take possession of and to operate the Premises and to collect and apply the rents and issues thereof. The Grantor hereby irrevocably consents to such appointment, provided the Grantor receives notice of any application therefor. Any such receiver or receivers shall have all of the rights and powers permitted under the laws of the State of North Carolina and all the powers and duties of the Beneficiary in case of entry as provided in subsection (a) of Section 2.2, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Premises unless such receivership is sooner terminated. Subject to the provisions of Section 2.2, the Grantor will pay to the Beneficiary upon demand all reasonable expenses, including receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the provisions of this Section; and all such expenses shall be secured by this Deed of Trust. Section 2.6 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. The Grantor agrees, to the full extent permitted by law, that in case of a Default hereunder, neither the Grantor nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, homestead, exemption or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, or the absolute sale of the Premises, 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 marshalled upon any foreclosure of the lien hereof. Section 2.7 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 Premises, 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 the Grantor, a defense to any proceedings instituted by the Beneficiary and the Trustee to collect the sums secured hereby. Section 2.8 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 99 8087465v1 14038.00023 13 determined adversely to the Beneficiary and the Trustee, or either of them, then and in every such case the Grantor and 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. Section 2.9 Remedies Not Exclusive. Subject to Article XV of the Installment Financing Contract and Section 2.2 of this Deed of Trust, 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 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 lawful 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. Section 2.10 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 . Section 2.11 Suits to Protect the Premises. 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 Premises by any acts which may be 100 8087465v1 14038.00023 14 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 Premises 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. Section 2.12 The 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 in order 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. Section 2.13 Waiver of Rights. By execution of this Deed of Trust and to the extent permitted by law, the Grantor expressly: acknowledges the right to accelerate the Indebtedness and the power of sale given herein to the Trustee to sell the Premises by foreclosure under power of sale upon default by the Grantor and without any notice other than such notice (if any) as is specifically required to be given by law or under the provisions of this Deed of Trust; waives any and all rights of the Grantor to appraisement, dower, curtsey and homestead rights to the extent permitted by applicable law; acknowledges that the Grantor has read this Deed of Trust and any and all questions regarding the legal effect of this Deed of Trust and its provisions have been explained fully to the Grantor and the Grantor has consulted with counsel of its choice prior to executing this Deed of Trust; and acknowledges that all waivers of the aforesaid rights of the Grantor have been made knowingly, intentionally and willingly by the Grantor as part of a bargained for transaction. ARTICLE III Section 3.1 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 the Grantor, the Trustee or the 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. Section 3.2 Terminology. All personal pronouns used in this Deed of Trust, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Titles and articles in this Deed of Trust 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 shall refer to the corresponding articles, sections or subsections of this Deed of Trust unless specific reference is made to articles, sections or subsections of another document or instrument. 101 8087465v1 14038.00023 15 Section 3.3 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, the remainder of this Deed of Trust and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Section 3.4 Governing Law. This Deed of Trust shall be construed and governed according to the laws of the State of North Carolina. Section 3.5 Notices, Demands and Requests. All notices, demands or requests provided for or permitted to be given pursuant to this Deed of Trust (a) must be in writing (not including facsimile transmission or electronic mail) and (b) shall be deemed to have been properly given when personally delivered or delivered on the date shown on a United States Mail certified mail receipt or a delivery receipt (or similar evidence) from a national commercial package delivery service and addressed to the addresses as follows: (i) if to the County, County of Person, North Carolina, 304 South Morgan Street, Room 219, Roxboro, North Carolina 27573-5245, Attention: Finance Director, with a copy to County of Person, North Carolina, 304 South Morgan Street, Room 212, Roxboro, North Carolina 27573-5245, Attention: County Manager, (ii) if to the Beneficiary, Branch Banking and Trust Company, BB&T Governmental Finance, Attention: Account Administration/Municipal, Re: Person County Agreement Notice, 5130 Parkway Plaza Boulevard, Building 9, Charlotte, North Carolina 28217 and (iii) if to the Deed of Trust Trustee, F, Louis Lloyd, III, 5130 Parkway Plaza Boulevard, Building 9, Charlotte, North Carolina 28217. 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 the 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. Section 3.6 Appointment of Successor to the Trustee. The Beneficiary shall at any time have the irrevocable right to remove the Trustee herein named without notice or 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 the Trustee named herein, the 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 Premises and shall possess all the powers, duties and obligations herein conferred on the Trustee in the same manner and to the same extent as though such were named herein as the Trustee . Section 3.7 The Trustee’s Powers. At any time, or from time to time, without liability therefor and without notice, upon written request of the Beneficiary and presentation of this Deed of Trust, and without affecting the personal liability of any person for payment of the Indebtedness secured hereby or the effect of this Deed of Trust upon the remainder of the Premises, the Trustee may (i) reconvey any part of the Premises, (ii) consent in writing to the 102 8087465v1 14038.00023 16 making of any map or plat thereof, (iii) join in granting any easement therein, or (iv) join in any extension agreement or any agreement subordinating the lien or charge hereof. Section 3.8 The Beneficiary’s Powers. Without affecting the liability of any other person liable 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 Premises not then or theretofore released as security for the full amount of all unpaid obligations, the Beneficiary may, from time to time and without notice (i) release any person so liable, (ii) extend the maturity or alter any of the terms of any such obligation, (iii) grant other indulgences, (iv) cause to be released or reconveyed at any time at the Beneficiary’s option, any parcel, portion or all of the Premises, (iii) take or release any other or additional security for any obligation herein mentioned, or (iv) make compositions or other arrangements with debtor in relation thereto. The provisions of Section 45-45.1 of the General Statutes of North Carolina, as amended, or any similar statute hereafter enacted in replacement or in substitution thereof shall be inapplicable to this Deed of Trust. Section 3.9 Release of Premises. (a) If no Event of Default under this Deed of Trust shall have occurred and shall continue to exist, the Grantor may at any time or times grant easements, licenses, rights of way and other rights or privileges in the nature of easements with respect to any part of the Premises, and the Grantor may release existing interests, easements, licenses, rights of way and other rights or privileges with or without consideration, and the Beneficiary agrees that it shall execute and deliver and will cause, request or direct the Deed of Trust Trustee to execute and deliver any instrument 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 (i) a copy of the instrument of grant or release, (ii) a written application signed by the Grantor requesting such instrument and (iii) a certificate executed by the Grantor and reasonably acceptable to the Beneficiary to the effect that the grant or release (A) is not detrimental to the effective use of the Premises or the proper conduct of the operations of the Board of Education at the Premises and (B) will not materially impair the value of the security under this Deed of Trust in contravention of the provisions hereof. (b) Upon the Grantor exercising its rights to dispose of any Fixtures in accordance with the provisions of Section 6.1 of the Installment Financing Contract, the Beneficiary and the Trustee will execute all releases or other documents necessary to effectuate the release of the respective Fixtures from the lien of this Deed of Trust. Section 3.10 Acceptance by the Trustee. The Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made of public record as provided by law. Section 3.11 Miscellaneous. The covenants, terms and conditions herein contained shall bind, and the benefits and powers shall inure to the respective heirs, executors, administrators, successors and assigns of the parties hereto. Whenever used herein, the singular number shall include the plural, the plural the singular, and the term “Beneficiary” shall include any payee of the indebtedness hereby secured and any transferee or assignee thereof, whether by operation of law or otherwise. 103 8087465v1 14038.00023 17 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 PERSON, NORTH CAROLINA By: ____________________________________ David Newell, Sr. Chairman of the Board of Commissioners for the County [SEAL] ATTEST: _______________________________ Brenda B. Reaves Clerk to the Board of Commissioners for the County 104 8087465v1 14038.00023 18 STATE OF NORTH CAROLINA ) ) COUNTY OF PERSON ) I, _________________________________, a Notary Public, certify that David Newell, Sr. personally came before me this day and acknowledged that he is the Chairman of the Board of Commissioners for the County of Person, North Carolina, and that, by authority duly given and as the act of said County, the foregoing instrument was signed in its name by him, sealed with its seal, and attested by Brenda B. Reaves, the Clerk to the Board of Commissioners for said County. WITNESS my hand and notarial seal, this _____ day of February 2016. My commission expires: __________________________________________ Notary Public ____________________ 105 8087465v1 14038.00023 A-1 EXHIBIT A REAL PROPERTY DESCRIPTION The Real Property consists of a tract or parcel of land described as follows: The above described property is currently operated as North End Elementary School. 106 8087465v1 14038.00023 B-1 EXHIBIT B PERMITTED ENCUMBRANCES Permitted encumbrances (the “Permitted Encumbrances”) are as follows: (1) easements, exceptions or reservations (i) for the purpose of pipelines, telephone lines, cable television lines, telegraph lines, power lines and substations, roads, streets, alleys, highways, parking, railroad purposes, drainage and sewerage purposes, dikes, canals, laterals, ditches, transportation of oil, gas or other materials, removal of oil, gas or other materials, and other like purposes, or (ii) for the joint or common use of real property, facilities and equipment, which exist on the Closing Date (as defined in the Installment Financing Contract) or arise under the provisions of Section 3.9 of this Deed of Trust and which, in the case of either (i) or (ii), in the aggregate do not materially interfere with or impair the operation of the Premises for the purposes for which they are or may reasonably be expected to be used; (2) the rights of the Bank under the Installment Financing Contract; (3) the lien of this Deed of Trust; (4) the Lease (as defined in the Installment Financing Contract) and any sublease by the Board of Education in conformity with the provisions of Section 6.11 of the Installment Financing Contract, all of which are expressly subordinate to the lien of this Deed of Trust; (5) any materialmen’s liens incurred in the ordinary course of business and not remaining undischarged for more than sixty (60) days from the date thereof; and (6) any other liens, encumbrances, charges and restrictions on the Real Property described in Schedule B – Section II of the commitment of Investors Title Insurance Company to issue the title insurance policy required pursuant to Section 6.5 of the Installment Financing Contract, which commitment is numbered ______________, or approved in writing by the Bank. 107 8087466v1 14038.00023 AGREEMENT CONCERNING VARIOUS SCHOOL IMPROVEMENTS by and between THE PERSON COUNTY BOARD OF EDUCATION and PERSON COUNTY, NORTH CAROLINA Dated February 11, 2016 108 8087466v1 14038.00023 AGREEMENT CONCERNING VARIOUS SCHOOL IMPROVEMENTS THIS AGREEMENT, dated February 11, 2016, and entered into by and between The Person County Board of Education, a body corporate which has general control and supervision of all matters pertaining to the non-charter public schools in the Person County Schools, its respective school administrative unit, and is duly organized and existing under the laws of the State of North Carolina (the “Board of Education”), and the County of Person, North Carolina, a body corporate and politic and a political subdivision of the State of North Carolina (the “County”), W I T N E S S E T H: WHEREAS, the County and the Board of Education have determined to cooperate in a plan to finance a portion of the cost of a project which each has found to be necessary and desirable to provide for improved public school facilities and improved public education in such school administrative unit; WHEREAS, such project consists of the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School, as more particularly described in the Installment Financing Contract hereinafter defined (collectively, the “School Project”); WHEREAS, the County has also determined to finance a portion of the cost of a project consisting of the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County, as more particularly described in the Installment Financing Contract (collectively, the “County Project” and, together with the School Project, the “Project”); WHEREAS, as a part of such plan, the Board of Education is to convey the site of North End Elementary School and the improvements thereon (the “Property”) to the County and the County is to lease the Property to the Board of Education; WHEREAS, the Board of Education is authorized (a) to sell the Property to the County for any price negotiated between them in connection with the School Project, (b) to lease the Property from the County and (c) to enter into contracts for the acquisition, construction and installation of the School Project; WHEREAS, the County is authorized (a) to acquire the Property from the Board of Education, (b) to lease the Property to the Board of Education and (c) to construct, improve or otherwise make available property for use by the Person County Schools; WHEREAS, the County is also authorized to finance a portion of the Cost of the Project, as defined in the Installment Financing Contract, by contracts that create security interests in the Property and the improvements thereon and certain related property to secure repayment of moneys made available for such purpose; 109 8087466v1 14038.00023 2 WHEREAS, the Board of Education and the County are authorized to enter into agreements in order to execute such plan, and this agreement (this “Agreement”) constitutes such an agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows: Section 1. Sale of Property to County. The Board of Education will sell the Property to the County for a price of $100 and will convey the Property to the County by means of a General Warranty Deed substantially in the form thereof attached hereto as Exhibit A (the “General Warranty Deed”). Section 2. Lease of Property to Board of Education. Upon the conveyance of the Property to the County by the Board of Education, the County will lease the Property to the Board of Education for use by the Person County Schools pursuant to a Lease to be entered into by the County and the Board of Education dated February 11, 2016 (the “Lease”). Section 3. Acquisition, Construction, Installation and Financing of School Project. The County (a) will acquire the Property from the Board of Education in accordance with Section 1 above, (b) will lease the Property to the Board of Education in accordance with Section 2 above and (c) together with the Board of Education will provide for the acquisition, construction and installation of the School Project as hereinafter provided. The County will also finance a part of the Cost of the Project pursuant to Section 160A- 20 of the General Statutes of North Carolina, as amended, by entering into an Installment Financing Contract with Branch Banking and Trust Company (the “Bank”), dated February 11, 2016 (the “Installment Financing Contract”). The County will execute and deliver to a trustee for the benefit of the Bank a Deed of Trust and Security Agreement, dated February 11, 2016 (the “Deed of Trust”), which will encumber the Property and the improvements thereon and certain related property to secure the County’s obligation to repay the amount advanced to it pursuant to the Installment Financing Contract. The Board of Education will be responsible for and enter into contracts for the work constituting the School Project. In order to enable the Board of Education to carry out the County’s obligations under the Installment Financing Contract with respect to the work for which the Board of Education will be responsible under this Agreement, the County hereby transfers its rights under the Installment Financing Contract regarding such obligations to the Board of Education. The Board of Education will cause the School Project to be completed on or before the date set forth in the construction documents and otherwise in accordance with the 110 8087466v1 14038.00023 3 construction documents and the Installment Financing Contract and any applicable requirements of governmental authorities and law. Section 4. Indemnification. To the extent permitted by law, the Board of Education shall indemnify and save the County harmless against and from all claims by or on behalf of any person, firm, corporation or other legal entity arising from the acquisition, construction and installation of the School Project; provided, however, that the Board of Education shall not be obligated to pay the Installment Payments pursuant to the Installment Financing Contract or to indemnify any party to the Installment Financing Contract for any third-party claims asserted against any such party relating to the payment of such Installment Payments and that the right to indemnification shall not apply to losses arising from any action taken by the County. The Board of Education shall be notified promptly by the County of any action or proceeding brought in connection with any such claims arising from the acquisition, construction and installation of the School Project. Section 5. Description of School Project; Additional Improvements. The Board of Education shall have the right to make any changes in the description of the School Project or of any component or components thereof; provided, however, that the Board of Education shall first notify the County Manager of the County (the “County Manager”) or his designee of any change that is expected to cost more than $50,000, and, further, that any increase in the cost of the School Project resulting from any change shall, to the extent the increased cost exceeds the funds in the Project Fund available therefor, be payable solely from other funds of the Board of Education. In addition, any such change must be in accordance with Section 5.1 of the Installment Financing Contract. The Board of Education shall have the right, in its sole discretion and at its own expense, to acquire, construct and install real property improvements or items of equipment or other personal property other than the School Project in or upon any portion of the Leased Property (as defined in the Lease) that do not materially impair the effective use or materially decrease the value of the Leased Property, as provided in Section 7.2 of the Lease. Section 6. Construction Conferences. The Board of Education hereby agrees that it will, upon the request of the County Manager, provide to the County Manager or his designee timely notice of all conferences with representatives of the architects, contractors and vendors with respect to the School Project and that the County Manager or his designee shall have the right to attend all such conferences. Section 7. Compliance with Installment Financing Contract and Deed of Trust. The Board of Education agrees that, except as otherwise provided in this Agreement or in the Lease, it will, and the County specifically authorizes it to, faithfully discharge all duties imposed on the County by the Installment Financing Contract and the Deed of Trust with respect to the acquisition, construction and installation of the School Project and the operation, maintenance and insuring of the Mortgaged Property (as defined in the Installment Financing Contract) and the Premises (as defined in the Deed of Trust). 111 8087466v1 14038.00023 4 Section 8. Compliance with Requisition Procedure. The Board of Education agrees that it will comply with the requisition procedure for the payment of each Cost of the Project relating to the School Project as provided in the Installment Financing Contract. Section 9. Disclaimers of the County. The Board of Education acknowledges and agrees that the design of the School Project has not been made by the County, that the County has not supplied any plans or specifications with respect thereto and that the County (a) is not a manufacturer of, or a dealer in, any of the component parts of the School Project or similar projects, (b) has not made any recommendation, given any advice or taken any other action with respect to (i) the choice of any supplier, vendor or designer of, or any other contractor with respect to, the School Project or any component part thereof or any property or rights relating thereto, or (ii) any action taken or to be taken with respect to the School Project or any component part thereof or any property or rights relating thereto at any stage of the construction thereof, (c) has not at any time had physical possession of the School Project or any component part thereof or made any inspection thereof or any property or rights relating thereto, and (d) has not made any warranty or other representation, express or implied, that the School Project or any component part thereof or any property or rights relating thereto (i) will not result in or cause injury or damage to persons or property, (ii) has been or will be properly designed or constructed or will accomplish the results which the Board of Education intends therefor, or (iii) is safe in any manner or respect. The County makes no express or implied warranty or representation of any kind whatsoever with respect to the School Project or any component part thereof to the Board of Education or any other circumstance whatsoever with respect thereto, including but not limited to any warranty or representation with respect to the merchantability or the fitness or suitability thereof for any purpose; the design or condition thereof; the safety, workmanship, quality or capacity thereof; compliance thereof with the requirements of any law, rule, specification or contract pertaining thereto; any latent defect; the ability thereof to perform any function; that the funds advanced by the Bank pursuant to the Installment Financing Contract will be sufficient (together with any other available funds of the County or the Board of Education) to pay the cost of the School Project; or any other characteristic of the School Project; it being agreed that all risks relating to the School Project, the completion thereof or the transactions contemplated hereby or by the Installment Financing Contract are to be borne by the Board of Education, and the benefits of any and all implied warranties and representations of the County are hereby waived by the Board of Education. Section 10. Acknowledgment of Authority of Board of Education. The parties acknowledge that this Agreement is not intended in any way to diminish the Board of Education’s authority to select school sites, choose the building design, construct school buildings and establish the school program for the Person County Schools. Section 11. Amendments and Further Instruments. The County and the Board of Education may, from time to time, with the written consent of the Bank, execute and deliver such amendments to this Agreement and such further instruments as may be required or desired for carrying out the expressed intention of this Agreement. 112 8087466v1 14038.00023 5 Section 12. Agreement to Survive Termination of Installment Financing Contract. Notwithstanding anything to the contrary contained herein, the obligations undertaken by the Board of Education hereunder shall survive the termination of the Installment Financing Contract. IN WITNESS WHEREOF, the parties hereto have executed and attested this Agreement by their officers thereunto duly authorized as of the day and year first written above. THE PERSON COUNTY BOARD OF EDUCATION By: ____________________________________ Gordon Powell Chairman of the Board of Education [SEAL] Attest: _____________________________ Danny Holloman Secretary of the Board of Education This instrument has been pre-audited in the manner required by The School Budget and Fiscal Control Act. Julie H. Masten Finance Officer of the Board of Education [Signatures Continued on Following Page.] 113 8087466v1 14038.00023 6 [Counterpart Signature Page to the Agreement Concerning School Roof Improvements, dated February 11, 2016, between The Person County Board of Education and the County of Person, North Carolina] COUNTY OF PERSON, NORTH CAROLINA By: ____________________________________ David Newell, Sr. Chairman of the Board of Commissioners for the County [SEAL] Attest: _____________________________ Brenda B. Reaves Clerk to the Board of Commissioners for the County This instrument has been pre-audited in the manner required by The Local Government Budget and Fiscal Control Act. Amy Wehrenberg Finance Director of the County 114 8087466v1 14038.00023 EXHIBIT A GENERAL WARRANTY DEED 115 8087467v1 14038.00023 LEASE by and between PERSON COUNTY, NORTH CAROLINA AS LESSOR and THE PERSON COUNTY BOARD OF EDUCATION AS LESSEE Dated February 11, 2016 After recording, please return to: C. Ronald Aycock, Esq. County of Person, North Carolina 304 South Morgan Street Roxboro, North Carolina 27573-5245 This document was prepared by: Gundars Aperans, Esq. Robinson, Bradshaw & Hinson, P.A. 101 North Tryon Street, Suite 1900 Charlotte, North Carolina 28246 116 8087467v1 14038.00023 LEASE THIS LEASE, dated February 11, 2016, and entered into by and between the County of Person, North Carolina, a body corporate and politic and a political subdivision of the State of North Carolina, as lessor (the “County”), and The Person County Board of Education, a body corporate which has general control and supervision of all matters pertaining to the non-charter public schools in the Person County Schools, its respective school administrative unit, and is duly organized and existing under the laws of the State of North Carolina, as lessee (the “Board of Education”), W I T N E S S E T H: WHEREAS, the County and the Board of Education have determined to cooperate in a plan to finance a portion of the cost of a project which each has found to be necessary and desirable to provide for improved public school facilities and improved public education in such school administrative unit; WHEREAS, such project consists of the repair and replacement of the roofs on South Elementary School, Woodland Elementary School and Oak Lane Elementary School, the replacement of the windows at North End Elementary School and the replacement of the chiller equipment at Southern Middle School, as more particularly described in the Installment Financing Contract hereinafter defined (collectively, the “School Project”); WHEREAS, the County has also determined to finance a portion of the cost of a project consisting of the acquisition and improvement of land and related facilities known as the Roxplex Property for use as recreational facilities of the County and the repair or replacement of the roof on a building that is a part of the Huck Sansbury Recreation Complex of the County, as more particularly described in the Installment Financing Contract (collectively, the “County Project” and, together with the School Project, the “Project”); WHEREAS, as a part of such plan, the Board of Education has executed a General Warranty Deed, made February 11, 2016, conveying the site of North End Elementary School and the improvements thereon to the County and the County is to lease such site and the improvements thereon to the Board of Education (such site as more particularly described in Exhibit A hereto and the improvements thereon being collectively called the “Leased Site”); WHEREAS, as a part of such plan, the County has entered into an Installment Financing Contract, dated February 11, 2016, between the County and Branch Banking and Trust Company (the “Bank”), providing for the financing of a portion of the cost of the Project (the “Installment Financing Contract”), a copy of which is attached hereto as Exhibit B; WHEREAS, as a part of such plan, the County and the Board of Education have entered into an Agreement Concerning Various School Improvements, dated February 11, 2016, providing, among other matters, for the lease of the Leased Site by the County to the Board of Education and the acquisition, construction and installation of the School Project (the “Administrative Agreement”); and 117 8087467v1 14038.00023 2 WHEREAS, as a part of such plan, the County proposes to lease the Leased Property, consisting of the Leased Site and the portion of the School Project consisting of the replacement of the windows at North End Elementary School, to the Board of Education and the Board of Education has determined to lease the Leased Property from the County; NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS; RULE OF CONSTRUCTION All capitalized terms used in this Lease and not otherwise defined herein shall have the meanings assigned to them in the Installment Financing Contract, unless the context clearly requires otherwise. In addition, the following terms will have the meanings specified below, unless the context clearly requires otherwise: “Board of Education Representative” means any person at the time designated, by a written certificate furnished to the County and signed on the Board of Education’s behalf by its Chairman, to act on the Board of Education’s behalf for the purpose of performing any act under this Lease. “Closing Date” means the date on which the Installment Financing Contract takes effect. “County Representative” means any person at the time designated, by a written certificate furnished to the Board of Education and signed on the County’s behalf by the Chairman of its Board of Commissioners, to act on the County’s behalf for the purpose of performing any act under this Lease. “Event of Default” means one or more events of default as defined in Section 12.1. “Lease” means this Lease, as it may be duly amended. “Lease Term” means the term of this Lease as determined pursuant to Article IV. “Lease Year” means, initially, from the Closing Date through December 31, 2016, and, thereafter, means the twelve-month period of each year commencing on January 1 and ending on the next December 31. “Leased Property” means the Leased Site and the portion of the School Project consisting of the replacement of the windows at North End Elementary School to be acquired, constructed and installed thereon collectively. All references to articles or sections are references to articles or sections of this Lease, unless the context clearly indicates otherwise. 118 8087467v1 14038.00023 3 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES The County and the Board of Education each represent, covenant and warrant for the other’s benefit as follows: (1) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with its terms and conditions, nor the consummation of the transactions contemplated hereby, results or will result in a breach of the terms, conditions and provisions of any agreement or instrument to which either is now a party or by which either is bound, or constitutes a default under any of the foregoing. (2) To the knowledge of each party, there is no litigation or proceeding pending or threatened against such party (or against any other person) affecting the rights of such party to execute or deliver this Lease or to comply with its obligations under this Lease. Neither the execution and delivery of this Lease by such party, nor compliance by such party with its obligations under this Lease, requires the approval of any regulatory body or any other entity the approval of which has not been obtained. ARTICLE III DEMISING CLAUSE The County hereby leases the Leased Property to the Board of Education and the Board of Education hereby leases the Leased Property from the County, in accordance with the provisions of this Lease, to have and to hold for the Lease Term. Notwithstanding anything in this Lease to the contrary, the Board of Education’s rights to possession of the Leased Property, its rights to purchase the Leased Property pursuant to Section 5.2, and all of its other rights under this Lease are subordinate to the rights of the Bank, the beneficiary under the Deed of Trust and Security Agreement, dated February 11, 2016, from the County to Kenneth M. Scott, Trustee, and its successors and assigns, and relating to the Leased Property (the “Deed of Trust”). Any judicial sale of, or foreclosure on, the Leased Property pursuant to the Deed of Trust shall terminate all the Board of Education’s rights hereunder with respect to the Leased Property. ARTICLE IV LEASE TERM 4.1 Commencement. The Lease Term shall commence on the Closing Date. 119 8087467v1 14038.00023 4 4.2 Termination. The Lease Term shall terminate upon the earlier of either of the following events: (a) the termination of the Installment Financing Contract; or (b) an Event of Default and termination by the County pursuant to Article XII. Termination of the Lease Term shall terminate the County’s obligations under this Lease and the Board of Education’s rights of possession under this Lease, but all other provisions of this Lease, including those relating to the receipt and disbursement of funds, shall be continuing until the Installment Financing Contract is discharged as provided therein. ARTICLE V QUIET ENJOYMENT; PURCHASE OPTION 5.1 Quiet Enjoyment. The County hereby covenants that the Board of Education shall, during the Lease Term, peaceably and quietly have and hold and enjoy the Leased Property without suit, trouble or hindrance from the County, except as expressly required or permitted by this Lease. The County shall not interfere with the quiet use and enjoyment of the Leased Property during the Lease Term. The County shall, at the Board of Education’s request and the County’s cost, join and cooperate fully in any legal action in which the Board of Education asserts its right to such possession and enjoyment, or which involves the imposition of any taxes or other governmental charges on or in connection with the Leased Property. In addition, the Board of Education may at its own expense join in any legal action affecting its possession and enjoyment of the Leased Property, and shall be joined (to the extent legally possible, and at the Board of Education’s expense) in any action affecting its liabilities hereunder. The provisions of this Article shall be subject to rights to inspect the Leased Property granted to parties under the Installment Financing Contract and to the right hereby reserved to the County to inspect the Leased Property at any reasonable time. Notwithstanding the foregoing, nothing contained in this Lease, the Administrative Agreement, the Deed of Trust or any other arrangements entered into between the County and the Board of Education in connection with the financing of the School Project shall be construed to grant to the County any jurisdiction or supervision over the operation and use of the public school system for the County and its facilities that would not exist in the absence of these transactions. The County and the Board of Education hereby acknowledge and agree that the transactions contemplated by the Lease, the Administrative Agreement, the Deed of Trust or any other arrangements entered into between the County and the Board of Education are entered to facilitate the financing by the County of a portion of the Cost of the Project. The County shall have no rights over the public school system or its facilities on account of this Lease and the other transactions contemplated hereby except as shall be necessary for the County to carry out its obligations under the financing arrangements. 120 8087467v1 14038.00023 5 5.2 Purchase Option. (a) The Board of Education shall have the option (a) to purchase the Leased Property, in part, from time to time, to the extent that it constitutes Premises released from the lien and security interest of the Deed of Trust pursuant to Section 3.9 of the Deed of Trust, upon payment to the County of a purchase option price of $100 and (b) to purchase the remainder or all of the Leased Property at the end of the Lease Term upon payment by the County of all of the Installment Payments and upon payment to the County of a purchase option price of $100. The County shall promptly notify the Board of Education of the end of the Lease Term. The Board of Education shall notify the County of its exercising of this option within ninety (90) days after any such partial release of the Premises or after the end of the Lease Term, as may be applicable, and within forty-five (45) days thereafter the County shall execute and deliver to the Board of Education a quit-claim deed with a covenant against grantor’s acts, if applicable, together with such other documents as are necessary to convey to the Board of Education good and marketable title to the respective Leased Property, subject only to (a) Permitted Encumbrances and (b) any encumbrance or imperfection caused by or attributable to the Board of Education. (b) Upon request of the Board of Education, the County shall request the Bank to release the Leased Property, or any part thereof, to the extent that it constitutes Premises, as provided in Section 3.9 in the Deed of Trust. Any such request by the Board of Education shall include a resolution duly adopted by the Board of Education stating the purpose for which such release of the Leased Property is sought and giving an adequate legal description of the part of the Leased Property to be released. The County shall use its best efforts to submit such a request to the Bank within sixty (60) days of receiving such a request from the Board of Education. ARTICLE VI CONSIDERATION FOR LEASE 6.1 Use as Schools; Assumption of Obligations. In partial consideration for its acquisition of rights to use the Leased Property during the Lease Term and its option to purchase the Leased Property, the Board of Education hereby agrees to use the Leased Property for public school purposes in fulfillment of its obligation, shared by the County, to provide for elementary and secondary education in the County. In addition, in consideration of its rights under this Lease, the Board of Education undertakes the obligations imposed on it hereunder, including those imposed by Section 8.1. 6.2 Payments. In partial consideration for its acquisition of rights to use the Leased Property during the Lease Term and its option to purchase the Leased Property, the Board of Education hereby agrees to pay to the County annual rent in the amount of $1 payable in advance on the Closing Date (receipt of which is hereby acknowledged) and on the first day of each Lease Year thereafter. The County and the Board of Education acknowledge their understanding that, although the County’s financing of a portion of the cost of the Leased Property and providing of the Leased Property to the Board of Education for its use, is of substantial value to the Board of Education, any payment by the Board of Education of a market value rent would represent simply an accounting transaction, because the Board of Education’s funding for such purpose would be primarily provided through the County. 121 8087467v1 14038.00023 6 ARTICLE VII ACQUISITION, CONSTRUCTION AND INSTALLATION OF SCHOOL PROJECT AND ADDITIONAL IMPROVEMENTS 7.1 Acquisition, Construction and Installation of School Project. The County has provided in the Administrative Agreement for the acquisition, construction and installation of the School Project by the Board of Education. The Board of Education represents that it has reviewed all provisions concerning the acquisition, construction and installation of the School Project in the Installment Financing Contract and hereby approves such provisions. Title to the Leased Property shall be held by the County, subject only to Permitted Encumbrances. 7.2 Additional Improvements. The Board of Education may at any time and from time to time, in its sole discretion and at its own expense, acquire, construct and install real property improvements and items of equipment or other personal property other than the School Project in or upon any portion of the Leased Property that do not materially impair the effective use or materially decrease the value of the Leased Property. The Board of Education shall repair and restore any and all damage resulting from the acquisition, construction and installation of any such improvements or property. ARTICLE VIII BOARD OF EDUCATION’S ASSUMPTION OF COUNTY’S OBLIGATIONS 8.1 Assumption of Obligations. The Board of Education hereby assumes all the County’s obligations under the Installment Financing Contract regarding care, use and operation of the Leased Property, payment of taxes, utilities and other governmental charges, maintenance of insurance coverage, prevention of liens, and repair or replacement of the Leased Property. It is expressly understood that the Board of Education shall not assume the County’s obligation under the Installment Financing Contract to pay the Installment Payments and that the Board of Education shall not indemnify the County or any other party to the Installment Financing Contract for third-party claims asserted against any party to the Installment Financing Contract relating to the payment of the Installment Payments or indemnify the County for losses arising from any action of the County. 8.2 Transfer of Rights. In order to allow the Board of Education to carry out the County’s obligations under the Installment Financing Contract to be assumed by the Board of Education, the County hereby transfers its rights under the Installment Financing Contract regarding such obligations to the Board of Education. Nothing in this Section, however, shall be construed as in any way delegating to the Board of Education any of the County’s rights or responsibilities to make decisions regarding the Board of Education’s capital and operating budgets or otherwise covenanting that funds for such purposes will be appropriated or available. 8.3 Board of Education’s General Covenant. The Board of Education further undertakes not to take or omit to take any action the taking or omission of which would cause the County to be in default in any manner under the Installment Financing Contract. If the Board of 122 8087467v1 14038.00023 7 Education shall take or omit to take any such action, then the Board of Education shall proceed with all due diligence to take such action as may be necessary to cure such default. 8.4 County’s Cooperation. The County shall cooperate fully with the Board of Education in filing any proof of loss or taking any other action under this Lease. Except as hereinafter provided, neither the County nor the Board of Education shall voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim with respect to the Improvements without the other’s written consent. If the amount expected to be received pursuant to any such settlement does not exceed $50,000, then the Board of Education may, without the consent of the County, voluntarily settle, or consent to the settlement of, any proceeding arising out of any related insurance claim, provided that the Board of Education promptly notifies the County of such settlement after it has been reached. 8.5 Advances; Performance of Obligations. If the Board of Education shall fail to pay any amount required to be paid by it under this Lease, or fails to take any other action required of it under this Lease, then the County may (but shall be under no obligation to) pay such amount or perform such other obligation. The Board of Education agrees to reimburse the County for any such payment or for its costs incurred in connection with performing such other obligation. ARTICLE IX DISCLAIMER OF WARRANTIES; OTHER COVENANTS 9.1 Disclaimer of Warranties. THE COUNTY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR A PARTICULAR USE OF THE LEASED PROPERTY OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED PROPERTY OR ANY PART THEREOF. In no event shall the County be liable for any direct or indirect, incidental, special or consequential damage in connection with or arising out of this Lease or the existence, furnishing, functioning or use by anyone of any item, product or service provided for herein. 9.2 Further Assurances; Corrective Instruments. The Board of Education and the County agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property hereby leased or intended so to be, or for otherwise carrying out the intention hereof. 9.3 Board of Education and County Representatives. Whenever under the provisions hereof the approval of the Board of Education or the County 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 Board of Education by the Board of Education Representative and for the County by the County Representative, and the Board of Education and the County shall be authorized to act on any such approval or request of such representative of the other. 9.4 Compliance with Requirements. During the Lease Term, the Board of Education and the County shall observe and comply promptly with all current and future orders of all courts 123 8087467v1 14038.00023 8 having jurisdiction over the Leased Property or any portion thereof (or be diligently and in good faith contesting such orders), and all current and future requirements of all insurance companies’ written policies covering the Leased Property or any portion thereof. ARTICLE X TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES 10.1 Title to Leased Property. Except for personal property purchased by the Board of Education at its own expense, title to the Leased Property and any and all additions and modifications to or replacements of any portion of the Leased Property shall be held in the County’s name, subject only to Permitted Encumbrances, until foreclosed upon as provided in the Deed of Trust or conveyed as provided in this Lease, notwithstanding (a) the occurrence of all or more events of default as defined in Section 13.1 of the Installment Financing Contract; (b) the occurrence of any event of damage, destruction, condemnation or construction or title defect; or (c) the violation by the County of any provision of this Lease. The Board of Education shall have no right, title or interest in the Leased Property or any additions and modifications to or replacements of any portion of the Leased Property, except as expressly set forth in this Lease. ARTICLE XI SUBLEASING AND INDEMNIFICATION 11.1 Board of Education’s Subleasing. The Board of Education may not assign or sublease the Leased Property, in whole or in part, except as provided in Section 6.11 of the Installment Financing Contract. 11.2 Indemnification. Except as provided in Section 8.1, to the extent permitted by law, the Board of Education shall and hereby agrees to indemnify and save the County harmless against and from all claims by or on behalf of any person, firm, corporation or other legal entity arising from the operation or management of the Leased Property by the Board of Education during the Lease Term, including any claims arising from: (a) any condition of the Leased Property, (b) any act of negligence of the Board of Education or of any of its agents, contractors or employees or any violation of law by the Board of Education or breach of any covenant or warranty by the Board of Education hereunder, or (c) the incurrence of any cost or expense in connection with the acquisition, construction and installation of the School Project in excess of the moneys available therefor in the Project Fund. The Board of Education shall be notified promptly by the County of any action or proceeding brought in connection with any claims arising out of circumstances described in (a), (b) or (c) above. 124 8087467v1 14038.00023 9 ARTICLE XII EVENTS OF DEFAULT 12.1 Events of Default. Each of the following shall be an “Event of Default” under this Lease and the term “Default” shall mean, whenever it is used in this Lease, any one or more of the following events: (a) The Board of Education’s failure to make any payments hereunder when due. (b) The Board of Education’s failure to observe and perform any covenant, condition or agreement on its part to be observed or performed for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied shall have been given to the Board of Education by the County or by the Bank, unless the County and the Bank shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure stated in such notice cannot be corrected within the applicable period, neither the County nor the Bank shall unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Board of Education within the applicable period and diligently pursued until such failure is corrected and, further, that if by reason of any event or occurrence constituting force majeure the Board of Education is unable in whole or in part to carry out any of its agreements contained herein (other than its obligations contained in Section 6.2 or 8.1), the Board of Education shall not be deemed in default during the continuance of such event or occurrence. (c) The dissolution or liquidation of the Board of Education or the voluntary initiation by the Board of Education of any proceeding under any federal or state law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Board of Education of any such proceeding which shall remain undismissed for sixty (60) days, or the entry by the Board of Education into an agreement of composition with creditors or the Board of Education’s failure generally to pay its debts as they become due. 12.2 Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the County may take one or any combination of the following remedial steps: (a) Terminate this Lease, evict the Board of Education from the Leased Property or any portion thereof and re-lease the Leased Property or any portion thereof. (b) Have reasonable access to and inspect, examine and make copies of the Board of Education’s books and records and accounts during the Board of Education’s regular business hours, if reasonably necessary in the County’s opinion. (c) Take whatever action at law or in equity may appear necessary or desirable, including the appointment of a receiver, to collect the amounts then due, or to enforce performance and observance of any obligation, agreement or covenant of the Board of Education under this Lease. 125 8087467v1 14038.00023 10 Any amount collected pursuant to action taken under this Section shall be applied in accordance with the Installment Financing Contract. 12.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the County is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder and every remedy now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, and any such right and power may be exercised from time to time as may be deemed expedient. In order to entitle the County to exercise any remedy reserved in this Article XII, it shall not be necessary to give any notice, other than such notice as may be required in this Article XII. 12.4 Waivers. If any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. The County, however, shall have no right to waive any Event of Default without the Bank’s consent. A waiver of an event of default under the Installment Financing Contract shall constitute a waiver of any corresponding Event of Default under this Lease; provided that no such waiver shall extend to or affect any subsequent or other Event of Default under this Lease or impair any right consequent thereon. 12.5 Waiver of Appraisement, Valuation, Stay Extension and Redemption Laws. The Board of Education and County agree, to the extent permitted by law, that in the case of a termination of the Lease Term by reason of an Event of Default, neither the Board of Education nor the County nor anyone claiming through or under either of them shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the Installment Financing Contract or of any remedy provided hereunder or thereunder; and the Board of Education and the County, for themselves and all who may at any time claim through or under either of them, each hereby waives, to the full extent that it may lawfully do so, the benefit of such laws. ARTICLE XIII MISCELLANEOUS 13.1 Notices. All notices, certificates or other communications hereunder (a) must be in writing (not including facsimile transmission or electronic mail) and (b) shall be deemed to have been properly given when personally delivered or delivered on the date shown on a United States Mail certified mail receipt or a delivery receipt (or similar evidence) from a national commercial package delivery service and addressed to the addressees as follows: (a) If intended for the County, addressed to it at the following address: County of Person, North Carolina 304 South Morgan Street, Room 219 Roxboro, North Carolina 27573-5245 Attention: Finance Director 126 8087467v1 14038.00023 11 with a copy to: County of Person, North Carolina 304 South Morgan Street, Room 212 Roxboro, North Carolina 27573-5245 Attention: County Manager (b) If intended for the Board of Education, addressed to it at the following address: The Person County Board of Education 304 South Morgan Street, Room 25 Roxboro, North Carolina 27573-5245 Attention: Superintendent Copies of any notices, certificates or other communications to the County or the Board of Education are to be sent also to: Branch Banking and Trust Company BB&T Governmental Finance Attention: Account Administration/Municipal Re: Person County Agreement Notice 5130 Parkway Plaza Boulevard Building 9 Charlotte, North Carolina 28217 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, certificate or other communication sent. By giving at least thirty (30) days written notice thereof, the County and the Board of Education shall have the right from time to time and at any time during the term of this Lease 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. 13.2 Binding Effect. This Lease shall be binding upon and inure to the benefit of the Board of Education and the County, subject however to the limitations contained in Article XI. 13.3 Net Lease. This Lease shall be deemed and construed to be a “net lease,” and the Board of Education shall pay absolutely net during the Lease Term all other payments required hereunder, free of any deductions, and without abatement or setoff. 13.4 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 Lease, shall not be a Business Day, such payment may be made or act performed or right exercised on the next preceding day that is a Business Day with the same force and effect as if done on the nominal date provided in this Lease. 13.5 Severability. In the event that any provision of this Lease, other than the requirement of the County to provide quiet enjoyment of the Leased Property, shall be held 127 8087467v1 14038.00023 12 invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 13.6 Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13.7 Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State. 13.8 Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or limit of any provisions or sections of this Lease. 13.9 Memorandum of Lease. At the request of either party, the County and the Board of Education shall, on or before the Closing Date, execute a memorandum of this Lease legally sufficient to comply with the laws of the State. 128 8087467v1 14038.00023 13 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their corporate names by their duly authorized officers, all as of the day and year first above written. PERSON COUNTY, NORTH CAROLINA By: ____________________________________ David Newell, Sr. Chairman of the Board of Commissioners for the County [SEAL] Attest: _____________________________ Brenda B. Reaves Clerk to the Board of Commissioners for the County This instrument has been pre-audited in the manner required by The Local Government Budget and Fiscal Control Act. Amy Wehrenberg Finance Director of the County [Signatures Continued on Following Page.] 129 8087467v1 14038.00023 14 [Counterpart Signature Page to the Lease dated February 11, 2016 between the Person County Board of Education and the County of Person, North Carolina] THE PERSON COUNTY BOARD OF EDUCATION By: ____________________________________ Gordon Powell Chairman of the Board of Education [SEAL] Attest _____________________________ Danny Holloman Secretary of the Board of Education This instrument has been pre-audited in the manner required by The School Budget and Fiscal Control Act. Julie H. Masten Finance Officer of the Board of Education 130 8087467v1 14038.00023 15 STATE OF NORTH CAROLINA ) ) COUNTY OF PERSON ) I, a Notary Public of the County and State aforesaid, certify that Brenda B. Reaves personally came before me this day and acknowledged that she is the Clerk to the Board of Commissioners for the County of Person, North Carolina and that by authority duly given and as the act of said County, the foregoing instrument was signed in its name by the Chairman of said Board of Commissioners and attested by her as the Clerk to said Board of Commissioners. Witness my hand and official stamp or seal, this the ____ day of February 2016. __________________________________________ NOTARY PUBLIC My Commission Expires: STATE OF NORTH CAROLINA ) ) COUNTY OF PERSON ) I, a Notary Public of the County and State aforesaid, certify that Danny Holloman personally came before me this day and acknowledged that he is the Secretary of The Person County Board of Education and that by authority duly given and as the act of said Board of Education, the foregoing instrument was signed in its name by the Chairman of said Board of Education and attested by him as the Secretary of said Board of Education. Witness my hand and official stamp or seal, this the ____ day of February 2016. __________________________________________ NOTARY PUBLIC My Commission Expires: 131 8087467v1 14038.00023 A-1 EXHIBIT A DESCRIPTION OF THE LEASED SITE The Leased Site consists of a tract or parcel of land described as follows: The above described property is currently operated as North End Elementary School. 132 8087467v1 14038.00023 B-1 EXHIBIT B Copy of Installment Financing Contract attached. 133 AGENDA ABSTRACT Meeting Date: January 19, 2016 Agenda Title: Appointments to Boards and Committees Summary of Information: - Economic Development Commission 1) Nicole Dunevant requests appointment to the ex-officio, non-voting Piedmont Community College representative of workforce training; no designated term for ex-officio positions. - Juvenile Crime Prevention Council Regarding the seat designated for a person under the age of 21 Anderson Clayton submitted her resignation as the student representative as she is unable to attend the meeting as she is a freshman at college; her unexpired term is to June 30, 2016. Consideration to appoint to fulfill the unexpired term to June 30, 2016 or to appoint for an initial one-year term. Two student applications are before the Board for consideration 1) Tyrique Wright requests appointment 2) Meghan McCowan requests appointment Recommended Action: Board nomination for appointment as deemed appropriate. Submitted By: Brenda B. Reaves, Clerk to the Board 134 135 136 137 AGENDA ABSTRACT Meeting Date: January 19, 2016 Agenda Title: Clean Fuel Advanced Technology (CFAT) grant Summary of Information: Person County does not meet some EPA air quality standards; therefore, the county is eligible to apply for CFAT funds from the Federal Government passed down through the State to improve air quality. The grant application is due Feb. 15th. Awards will be made in April. This grant requires a 20% match of county funds. Staff is still firming up quotes for vehicles, but we estimate the 20% county match will be approximately $25,000-$31,000. The grant funds requested will be approximately $100,000 - $125,000, for a total project cost of $125,000 - $156,000. All funds will be budgeted for and expended during FY17. Staff recommends applying for CFAT funds for the following projects: • Vehicle replacement • Education • Technology • Electric Vehicle (EV) Charging Station in Uptown • Public Outreach Vehicle Replacement The grant will pay 80% of the costs of an “upgrade” from a regular vehicle to an Alternative Fuel Vehicle. Person County’s Department of Social Services may need to replace up to 4 vehicles this year. As a result, we recommend using grant funds to “upgrade” these vehicles. Eighty percent of the additional cost of the more fuel-efficient vehicle will be paid by the State, the remaining 20% will be paid by the county. Education The grant request will also include two half-day education events to teach county employees driving techniques that conserve fuel. Technology DSS is in need of reservation software to improve the vehicle request system (currently this process is 100% manual) and decrease fuel costs. Staff recommends purchasing software that will decrease fuel consumption with the following features: - safety features-provides supervisors with alerts for speeding - fuel tracking – total fuel usage per vehicle, mileage, miles/gallon - improper use of vehicles - ride sharing functionality - checks charge levels for electric vehicles 138 EV Charging Station The grant application will also include a request for funding for an electric vehicle charging station in Uptown Roxboro. The TDA is very interested in this project and has pledged to support it with funds. Person County is also discussing this project with the City of Roxboro and RDG. Public Outreach The grant requires awardees to promote projects funded with CFAT money. We will attach magnets to vehicles funded through CFAT, host a ribbon cutting for the electric vehicle charging station in Uptown, and use social media outlets to promote fuel conservation. Recommended Action: Direct staff to apply for the grant Submitted By: Sybil Tate, Assistant County Manager 139 NC CLEAN ENERGY TECHNOLOGY CENTER Clean Fuel Advanced Technology Project 2016 REQUEST FOR PROPOSALS (RFP) The North Carolina Clean Energy Technology Center (NCCETC) at North Carolina State University submits the following request for proposal (RFP) through the Clean Fuel Advanced Technology (CFAT) 2016-2017 project. The CFAT project is supported with federal Congestion Mitigation Air Quality (CMAQ) funds provided by the NC Department of Transportation (NC DOT). The primary purpose of the CFAT project is to reduce transportation related emissions in 24 eligible North Carolina counties. Federal FY 2016 funding has been approved by NC DOT. *Available funds: $1,500,000 Maximum per project award: $250,000 Minimum per project award: $30,000 Application deadline: February 15, 2016 Project period: April 1, 2016 – February 28, 2018 Section One: Eligibility 1.0 Available Funds The North Carolina Clean Energy Technology Center (NCCETC) reserves the right to fund all or none of available funds subject to NC Department of Transportation, NC State University and CFAT grant review committee approval and/or review. 1.1 Project Location The North Carolina Clean Energy Technology Center is seeking proposals from both public and private entities for transportation related projects that reduce emissions in North Carolina’s non-attainment and maintenance counties for National Ambient Air Quality Standards. Projects located in the following counties are eligible for CFAT funding: Cabarrus, Catawba, *Chatham, Davidson, Davie, Durham, Edgecombe, Forsyth, Franklin, Gaston, Granville, Guilford, *Haywood, *Iredell, Johnston, Lincoln, Mecklenburg, Nash, Orange, Person, Rowan, *Swain, Union, Wake, (*Represents partial counties). The non-attainment portion of Swain and Haywood Counties is the Great Smoky Mountains National Park boundary. The non-attainment portion of both Chatham and Iredell are defined by townships from the Census. In Chatham the eligible townships are Baldwin, Williams, New Hope and Center. In Iredell County the non-attainment portions are Davidson and Coddle Creek. Projects that are located adjacent to eligible areas that result in reduced emissions in the eligible area may apply for funds in proportion to the percent of emission reduction that takes place in the eligible area. 1 140 Note: EVSE (electric vehicle service equipment, e.g. recharging stations) and natural gas vehicle refueling infrastructure need only be located in the State of North Carolina and are not required to be located in an eligible county. 1.2. Eligible Technologies The CFAT project is designed to be as flexible and accommodating as possible to reach public and private sector applicants that have an interest in and commitment to mobile-related emission reduction technologies. The basic criteria for eligibility are that the project:  is transportation related- including on-road projects, rail and off-road construction equipment used in transportation projects,  reduces criteria pollutant emissions- including nitrogen oxides(NOx), carbon monoxide(CO), volatile organic compounds (VOCs)/hydrocarbons(HC) and/or particulate matter (PM), AND  is located within OR benefits a non-attainment or maintenance area. A minimum 20% cost share of total project cost is required for all applicants. The specific transportation related technologies eligible for CFAT project reimbursement include: 1.2.1 Alternative Fuel & Advanced Technology Vehicles (AFVs) Alternative fuel and advanced technology vehicles include new OEM dedicated and bi- fuel propane and natural gas vehicles, electric vehicles (EVs), and hybrid electric vehicles with or without plug-in capability (HEVs and PHEVs). E85 compatible “flex fuel” and diesel vehicles are not eligible. Eligible costs include the incremental cost between an alternative fuel or advanced technology vehicle and its conventionally powered counterpart (for example, price differential between a natural gas Ford F150 and a gasoline F150). For vehicles where no conventionally powered counterpart exists, incremental cost will be calculated based on the cost differential of similarly sized and equipped vehicle in the brand’s lineup or that would be purchased instead with similar features, equipment and duty requirements. For example a Nissan LEAF could be compared to a Nissan Versa to determine the incremental costs, or a Ford C-MAX Hybrid could be compared to a Ford Focus 5-door to determine incremental costs. Per Federal Highway Administration “Buy America” exemption requirements, only vehicles whose final assembly occurs in the United States are eligible. Examples of eligible vehicles include, but are not limited to: the CNG Chevrolet Silverado and Nissan LEAF. Vehicles whose final assembly occurs outside of the United States are not eligible, such as the Toyota Prius, Honda Insight or CNG Ram 2500. Refer to CFAT RFP FAQs document available at http://nccleantech.ncsu.edu/clean-transportation/for- 2 141 fleets/#funding for more information. The NCCETC will apply for exemption on behalf of RFP applicants for FY 2016 AFV and advanced technology vehicle projects. 1.2.2 Alternative Fuel & Advanced Technology Vehicle (AFV) Conversions AFV conversions are defined as equipment and labor costs required to convert existing vehicles or upfit new vehicles to operate on an alternative fuel or use advanced technology. Examples of eligible AFV conversions and upfits include: • Compressed Natural Gas (CNG) – dedicated and bi-fuel • Liquefied Petroleum Gas (LPG) / propane / Autogas – dedicated and bi-fuel • Electric hybridization - with or without plug-in capability • Hydraulic hybridization Bi-fuel vehicle conversions and upfits - those that allow operation on CNG or LPG in addition to gasoline or diesel - are eligible only for the percentage of estimated miles operated on the alternative fuel. For example, if a bi-fuel, CNG vehicle is estimated to operate 60% of its miles on CNG. The proposed project would be eligible for reimbursement of 48% of the plus cost (60% of the eligible 80%). Operators of bi-fuel vehicles will be required to report on gasoline/diesel versus alternative fuel use. Only EPA or California Air Resources Board (CARB) certified alternative fuel vehicle conversions and upfits are eligible. Note: EPA certification is not required/not applicable to advanced technology conversions and upfits that operate on conventional fuels, such as XL Hybrids hybrid conversions and Parker Hannifin hydraulic hybrid upfits, since existing emissions control equipment will not be modified during the conversion or upfit. For more information on AFV conversions, including a list of EPA certifications, visit: http://www.afdc.energy.gov/vehicles/conversions.html http://www.epa.gov/oms/consumer/fuels/altfuels/altfuels.htm http://www.arb.ca.gov/msprog/aftermkt/altfuel/altfuel.htm 1.2.3 Refueling & Recharging Infrastructure Infrastructure to dispense and store alternative fuels, and to dispense electricity into electric vehicles, is eligible for CFAT funding. This infrastructure includes tanks, dispensers, hoses and related equipment for refueling and recharging on-road vehicles. Eligible fuels include: • Biodiesel (B20 and greater) • Ethanol (E85) 3 142 • Natural Gas - compressed (CNG) and liquefied (LNG) • Liquefied Petroleum Gas (LPG / propane /Autogas) • Electricity – Level 1, 2 and DC “fast charging” (CHAdeMO, SAE J1772 “combo connector,” and other) electric vehicle service equipment (EVSE) All applicable local, state and federal permits/assessments/zoning requirements must be obtained and are the responsibility of CFAT funding recipients. Infrastructure funding recipients will agree that only alternative fuel will be dispensed or sold from the equipment in a North Carolina non-attainment or maintenance area for a minimum of 36 months after installation. Refueling and EVSE stations that are convenient and open to the motoring public are favored over infrastructure that is limited to private or government fleets. Note: EVSE and natural gas refueling infrastructure projects need only be located in the State of North Carolina and are not required to be located in an eligible county. Ineligible costs include, but may not be limited to:  Fuel production  Acquisition of property  Construction of canopies  Retail operating expenses and fuel costs, including the incremental cost of fuels  Cost of electricity (for EVSE)  Project management and staff time 1.2.4 Idle Reduction Technologies Idle reduction technologies fall into two general categories: mobile and stationary. Mobile idle reduction technologies (MIRTs) include: advanced batteries to reduce idling by powering on-board equipment while an on-road vehicle is stopped; direct-fired heaters; auxiliary power units (APUs); and automatic engine idle reduction systems. On- road vehicles that may idle when stopped for extended periods, such as delivery trucks, school buses, police and other emergency vehicles are targeted project applications. MIRTs must be used in an eligible area, and reimbursement for MIRTs will be based on the percentage of time, based on mileage, the vehicle spends in the eligible area. For example, if a truck is based in or adjacent to an eligible area and 50% of the annual mileage is conducted in the eligible area, the project is eligible to be reimbursed for up to 40% of the project cost (50% of the eligible 80%). A log of MIRT use to document fuel savings will be required. Fleets applying for funding through this category are strongly encouraged to implement and enforce an idle reduction policy and will be looked at more favorably for adopted idle reduction policies during the proposal evaluation process. 4 143 Stationary idle reduction technologies include truck stop electrification (TSE) and must be located in CFAT eligible counties. TSE refers to a system that operates independently of the truck’s engine and allows the truck engine to be turned off as the TSE system supplies heating, cooling, and electrical power. The TSE system provides off-board electrical power to operate an independent heating, cooling, and electrical power system or a vehicle-integrated heating and cooling system. For a list of idle reduction technologies visit: http://www.epa.gov/otaq/smartway/forpartners/technology.htm 1.2.5 Diesel Retrofits Diesel retrofit technologies that have been verified or certified by the U.S. EPA, the California Air Resources Board (CARB) or other such boards/agencies are eligible for funding. Diesel retrofits include: engine re-powering and after-burn technologies to reduce emissions of existing diesel engines, but do not include fuel additives. Examples of eligible retrofit technologies include, but are not limited to: diesel oxidation catalysts (DOCs), catalytic exhaust mufflers, catalytic converters, closed crankcase ventilation/filtration systems, active- or passive-regeneration diesel particulate filters (DPFs), and selective catalyst reduction technology (SCRT); see the below links to the EPA and CARB websites for complete listings. Level 2 and Level 3 retrofit technology applications (i.e., those that reduce PM emissions by 50% or more) are encouraged. Applicants are expected to have pre-identified appropriate vehicles for the technologies they have selected. Both on-road and off-road retrofit projects are eligible for funding. On-road applications include buses, trucks, service and utility vehicles. Off-road applications are limited to transportation related construction equipment and locomotives. Learn more about diesel retrofit technologies and verified technologies at: www.epa.gov/cleandiesel/verification/verif-list.htm www.arb.ca.gov/diesel/verdev/verdev.htm www.arb.ca.gov/diesel/verdev/vt/cvt.htm 1.2.6 Vehicle and Fleet Telematics Up to 80% of the cost of purchase and installation of vehicle telematics/data collection and analysis technology are eligible for CFAT funding. Telematics systems can monitor miles driven, fuel economy, idle time, and driver behavior that can affect fuel usage, and status of onboard vehicle systems that can lead to improvements in fleet efficiency. Eligible telematics systems are those aimed primarily at a reduction of vehicle emissions via an increase in fuel efficiency, reduction in vehicle miles travelled (VMT), reduction in idling, and/or other influences on operator behavior that result in fuel 5 144 savings. Telematics systems designed primarily for communication (e.g. mobile broadband or cell phone, “infotainment”) or other systems are not eligible. Service charges (e.g., monthly subscription or service fees) are only eligible for funding for the first 12 months of service. Applicants will be asked to provide a per vehicle baseline of fuel consumption before telematics installations and will be required to document fuel savings after installation. As with other technologies, for vehicles that also operate outside of CFAT eligible areas only the percent of miles driven in eligible counties are eligible for funding. Section Two: Project Purpose, Priorities and Requirements 2.1 Purpose and Priorities The primary purpose of CFAT funding is to reduce regulated transportation related emissions in North Carolina counties that are in non-attainment or maintenance status for National Ambient Air Quality Standards. Regulated emissions include carbon monoxide (CO), oxides of nitrogen (NOx), volatile organic compounds (VOCs) and particulate matter (PM). Reducing greenhouse gas emissions and other pollutants besides the above listed criteria emissions is not the purpose of this federal funding, though the use of alternative fuels and and advanced transportation technologies can reduce those emissions as well. The use of alternative fuels and advanced transportation technologies promotes efficiency and reduce transportation related emissions. Alternative fuels also help diversify fuel supplies by reducing reliance on oil. In addition to reducing transportation related emissions and demonstrating the potential for more widespread use of alternative fuels and efficiency technologies, priorities of the CFAT program include:  funding a diversity of project technologies  having projects in a wide range of eligible counties  serving a variety of applicant types  insuring that projects are completed in a timely manner 2.2 Project Requirements There are several requirements that must be met by applicants: 1) COST SHARE- Applicants must provide a minimum of 20% cost share on proposed projects. Cost share funds must be non-federal dollars and directly related to the project. For example, if the total cost of a Nissan Leaf is $30,000, and a comparably equipped, similarly sized conventional vehicle of the same make (Nissan Versa) costs $18,000, the incremental cost of the Leaf is $12,000. In this case an applicant must demonstrate a minimum contribution of $2,400 and can request up 6 145 to $9,600 in grant funds. In other words, the 20% cost share contribution is based on the total project cost, not the amount being requested, nor the total cost of the vehicle. (Only the incremental costs are part of the total project cost). As another example, if the cost of a new Ford Super Duty F-250 is $32,000, and the cost of the LPG bi-fuel upfit is an additional $11,000, an applicant must demonstrate a minimum contribution of $2,200 and request up to $8,800 in grant funds. In other words, the 20% cost share contribution is based on the total project cost of the upfit. The same is applicable for determining the cost of retrofitting an existing vehicle. The total project cost is the cost of the conversion (not including the residual value of the vehicle) and up to 80% of the total project of the conversion is eligible for funding including installation and parts. Applicants must clearly state their cost-share contribution and will be granted a specific, not-to-exceed amount of funding based on their proposal and cost share contribution. Any expenses exceeding the proposed project costs will be the applicant’s responsibility. Cost share contributions will be reviewed on a case-by-case manner. A cost share letter of commitment must accompany the application. 2) BUY AMERICA REQUIREMENT- CFAT program funds originate from federal construction sources thus this program is subject to Federal Highway Administration (FHWA) “Buy America” content requirements. The FHWA considers manufactured products consisting of at least 90% steel or iron content to be “manufactured predominantly of steel or iron.” Such products manufactured predominantly of steel or iron are subject to the requirement that the steel or iron comes entirely from domestic (U.S.) sources. Applicants will be required to state that their product is not subject to Buy America based on the definition of manufactured products or that if they are subject to Buy America that they meet the requirements. Applicants will also be required to attest to their understanding of these requirements and that failure to abide by them may result in revocation of any awarded funding. More information about Buy America requirements can be found at: www.fhwa.dot.gov/construction/cqit/buyam.cfm . Vehicle purchases are subject to Buy America requirements. The NCCETC will submit a Buy America 2016 waiver request to FHWA for the purchase of alternative fuel and advanced technology vehicles (AFVs) and equipment through the CFAT project, with the condition that all vehicles and equipment funded under section 1.2.1 must have their final assembly occur in the United States. 3) REBATE PROGRAM- Successful applicants will be required to expend funds first and will then be reimbursed upon receipt of previously agreed upon proof of expenditures and documented cost share contributions. 4) LOCATION- With the exception of EVSE and natural gas refueling infrastructure, projects must be located in or directly benefit (reduce emissions in) CFAT eligible counties. Refer to Section 1.1 for eligible locations. 7 146 5) EMISSIONS REDUCTION- Projects must result in emission reductions in eligible areas and applicants must be willing to track vehicle and/or fuel use so that the NCCETC can calculate actual emission reductions after project implementation. For the application evaluation process, the NCCETC will conduct emissions benefits calculations based on information provided by the applicant. Applicants may provide emissions benefit estimates that they have calculated (along with an explanation of methodology or tool used), but are also required to provide information critical for NCCETC evaluation. This information includes, but may not be limited to: estimated number of miles to be driven; vehicle year/make/model to be replaced and/or converted to operate on natural gas or propane (or repowered in case of diesel retrofits); vehicle(s) and emissions certification and/or other relevant emission testing data; number of gallons of fuel, gasoline gallon equivalents, or kWh estimated to be dispensed into vehicles driving in eligible areas (for refueling / recharging infrastructure applications). 6) PROJECT APPLICANTS- Applicants may not use project funds to meet federal alternative fuel, advanced transportation, or petroleum displacement requirements, such as U.S. Energy Policy Act requirements and federal executive orders. Federal, state, and local government entities, businesses, and non-profits are all eligible to apply. The CFAT project is not able to fund individuals. 7) REPORTING- Brief quarterly and final reports that capture key applicable project implementation milestones and data on fuel usage, idling reduction, emission reductions, etc., will be required of successful applicants. The final report should include a minimum of 12 months of actual data and an estimate of the following months data to yield a total of 36 months. Reporting templates will be provided by the NC Clean Energy Technology Center. 8) SIGNAGE- CFAT project vehicle and infrastructure decals and/or project signage provided by or approved by the NC Clean Energy Technology Center will be required to be utilized by all successful applicants. 9) NC SMART FLEET- Awardees are also required to join the NC Smart Fleet Initiative administered by the NC Clean Energy Technology Center, if the grant funding is being used for purchasing of technologies or vehicles that will benefit their fleet. Awardees need to submit their NC Smart Fleet application in 2016 but do not need to apply before the grant is awarded. Section Three: Evaluation Criteria 3.1 A CFAT evaluation committee will review all proposals. 3.2 The following criteria will be used to select project applicants. Applicants should consider all aspects of the criteria below. Note that the evaluation criteria are not ordered in any specific rank. The project evaluators understand that applicants will not 8 147 be calculating emission reductions. Thus, applicants will not be able to address the cost versus emission reduction except by providing greater cost share. 1) Cost versus regulated emission reductions: CFAT program organizers seek the greatest reduction of regulated emissions for the least cost. Regulated emissions include carbon monoxide (CO), oxides of nitrogen (NOx), volatile organic compounds (VOCs) and particulate matter (PM). 2) Cost-share contribution: CFAT program organizers seek partnerships with grant recipients that demonstrate strong project commitment through cost share contributions that exceed the set minimum requirements. Cost share is defined as the funds and resources that an applicant directly contributes to a project. A minimum cost share requirement of 20% of total project costs applies to all applicants; cost share in excess of 20% is favored. It is important to reiterate that in the cases of AFVs and AFV conversions and upfits, total project costs do not include baseline vehicle costs. In the case of telematics, total project costs include hardware/equipment costs as well as monthly service charges or fees for twelve months; however, monthly service charges or fees beyond twelve months are not included in total project costs and cannot be counted toward cost share. Any applicant that provides for a higher percentage cost share contribution will be given more weight in the review process. Cash contributions include out-of-pocket expenses needed to cover the incremental cost of an AFV or AFV conversion, and the actual cost of purchasing and installing refueling equipment, vehicle telematics, diesel retrofits, and idle reduction technologies. The value of the existing vehicle that will utilize diesel retrofits, telematics, and/or mobile idle reduction technologies will not be considered as part of the required 20% cost share. Cost share contributions must be clearly explained in the applicant’s proposal. Staff time to manage and administer the project are not eligible as cost share. 3) Project feasibility/likelihood of success: It is important for applicants to demonstrate their experience and qualifications to implement the project proposal. The project’s complexity, applicant organization, project partner support, and ability to complete the project within proposed time frame will all be taken into consideration and evaluated. Applicants should plan for project start of April 1, 2016 with completion by February 28, 2018. A clear timeline documenting implementation ability within first six months with remainder of time for usage data is important. 4) Public awareness/education: Expanding awareness about the benefits of alternative fuels and advanced transportation technologies is an important component of increasing use across the state. Evaluators will weight proposals that reflect a strategy to raise awareness (through the media, signage, public speaking engagements and other methods) more favorably than proposals that 9 148 do not incorporate any strategy or commitment to raising awareness. Stated willingness to work with project partners to develop case studies is important. 5) Impact: Program administrators seek projects that will have the most lasting impact on emissions. Applicants that have policies and plans that assure related and continued emission reductions will be ranked higher than an applicant that does not have such organizational policies and/or an explanation of how current proposed project fits into potential on-going and future efforts. 6) Diversity of projects: Program administrators seek proposals for all eligible types of projects that are located throughout the 24 eligible counties. Evaluators also want to encourage new, “first time” users. The CFAT program recognizes that the majority of projects will be located in the eligible counties with the greatest population, but is interested in funding projects in all eligible counties and particularly encourages project applicants located in areas that have not previously received CFAT funding. Businesses, non-profits, local, state, and federal government operations located in CFAT eligible areas are encouraged to apply. Propane and natural gas project applications are encouraged as a portion of the eligible funding is targeted for natural gas and propane conversions and refueling infrastructure. Section Four: Application Procedures 4.1 A cover letter must accompany all applications. The letter should include a statement about your organization’s cost share contribution, commitment to using the proposed emission reduction technology for a minimum of 3 years, and the acceptance of responsibility for meeting all relevant state and federal permitting/purchasing requirements including Buy America requirements. 4.2 Use of the Clean Fuel Advanced Technology Proposal Application (posted at http://nccleantech.ncsu.edu/clean-transportation/for-fleets/#funding) is required. Application instructions are included as part of the RFP. Applicants are encouraged to carefully follow instructions and to contact the resources listed below with any questions. It is strongly recommended that the budget be supported by firm price quotes for proposed equipment purchases, and that applicants speak in detail with vendors regarding suitability of quoted equipment for the proposed project and the ability to place product in service within stated timeline. For vehicle conversions and upfits, a price quote is required with system costs invoiced separately from any vehicle costs. For AFV purchases, documentation of the cost of comparable conventional vehicles must accompany the application to determine the incremental cost of the eligible vehicle(s). Plan to secure approval from your organization’s governing body in advance of grant award announcements so as not to delay project implementation. Be aware of the potential for long lead times for vehicles and equipment and plan appropriately to meet the project timeline. 10 149 4.3 List and then attach equipment quotes, commitment letter and letters of intent. 4.4 Applications must be received by the NC Clean Energy Technology Center by 4:00 PM February 15, 2016. Upon initial review applicants may be asked to submit more detailed information. Awards will be announced in early April 2016. Recipients will be awarded a specific not-to-exceed dollar amount based on estimated costs. Awards are for a fixed amount. Vehicle, infrastructure, and equipment prices may change over time thereby changing incremental cost estimates. Funding recipients may have to adjust their purchases accordingly, as the awarded amount will not change. Applicants should consider the above stated dates when developing a procedural plan. The NC Clean Energy Technology Center reserves the right to extend the application deadline and accept rolling applications based on availability of funds. 4.5 Electronic applications using the Word application form are required and will be accepted at resapienza@ncsu.edu. A return email acknowledging receipt will be provided. Questions regarding this RFP should be directed to (919) 515-2788 or emailed to resapienza@ncsu.edu. Staff at the NC Clean Energy Technology Center’s Clean Transportation Program, Triangle Clean Cities Coalition, and Centralina Clean Fuels Coalition can help you with your proposal. They can assist with assessing project feasibility, getting vendor quotes, and ensuring that the application is completed properly before being submitted, and that all supporting documentation is included. Technical assistance contacts: Triangle Clean Cities Coalition Mary Sell 919-558-9400 msell@tjcog.org Centralina Clean Fuels Coalition Erika Ruane 704) 688-6508 eruane@centralina.org NC Clean Energy Technology Center Rick Sapienza (919) 515-2788 resapienza@ncsu.edu Section Five: Application Instructions All applications must use 2016 Clean Fuel Advanced Technology Proposal Application located at http://nccleantech.ncsu.edu/clean-transportation/for-fleets/#funding If you have trouble opening the document from the website, email Rick Sapienza at resapien@ncsu.edu and he will send you the application directly. Overview 11 150 Include the requested information on your organization, as well as the financial information from the Budget. 1-6 - Project type/specifics: Include information only for the project type applicable and delete project types that do not apply to your application. For multiple project sub-types (ex. AFVs and refueling infrastructure), include requested specifics for each project sub-type and delete the project types that are not applicable to your project. Copy and paste the type/specifics if your organization is requesting support for different types within the same category. For example if your organization wants to purchase both electric vehicles and natural gas vehicles provide the information requested in 1. Alternative Fuel and Advanced Technology Vehicles section for each type. Emission Reductions: These fields are optional. If desired, include annual emissions reduction figures for projects and include reference to how emissions were calculated. NCCETC will perform emission reduction calculations for all proposals and may request additional information from applicants as needed. “Buy America” Compliance: Check the applicable box indicating whether the project is in compliance with Buy America or whether that requirement does not apply . For more information on Buy America, see: http://www.fhwa.dot.gov/construction/contracts/buyam_qa.cfm. For AFV purchases, also check the box certifying the vehicle(s) have final assembly in the United States. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ The remainder of the application comprises the Project Description and the Statement of Work (which includes the Timeline, and Budget). Follow all instructions carefully. All information must be contained within the application; the only permissible attachments are: letter of cost share commitment, project related quotes and optional emission calculations. The Project Description and Statement of Work cannot exceed 5 pages. Submit application as a word document. Signed letter of commitment and project related quotes may be submitted as PDFs Project Description Insert a brief project description: the “who, what, where, when and why” of the project. Address evaluation criteria as related in Section Three of the RFP. Be sure to include discussion of near term expansion of emission reduction plans to be pursued along with or after the proposed project and how your organization will insure implementation during project period (evaluation criteria 3 and 5). Statement of Work 12 151 Provide the requested details and deliverables on the noted tasks as they relate to your proposed project. *If awarded funding, the Statement of Work will become part of the contract with NCSU, so include sufficient details to communicate the key information outlined.* In Project Description and Statement of Work delete italicized instructional text and replace with your project details. Project Summary: Provide a one- or two-sentence summary of the project, focused on the “who” is doing “what.” Task #1: Acquisition and Installation of Equipment or Infrastructure. In narrative form insert details of equipment to be purchased. • Alternative fuel vehicles (AFVs) and hybrid electric vehicles: Include make/model and number of each AFV type to be purchased. Provide explanation of incremental cost determination. If requesting replacement vehicle provide make and model AFV will replace. Indicate if the grant will be expanding the fleet or implementing a new application. Provide an estimate of, and justification for, annual miles/gallons of fuel use for vehicle(s). For bi-fuel vehicles include the percentage of mileage the vehicle(s) will be utilizing the alternative fuel. Provide anticipated miles per gallon for all vehicle(s) requested. Include procedures for acquiring vehicles. Insert statement of assurance that final assembly of vehicle(s) is in U.S. • AFVs and AVF conversions: Provide an estimate of, and justification for, annual miles/gallons of fuel use for vehicle(s) and the percentage of time/mileage the vehicle(s) will be utilizing the alternative fuel as well as average anticipated per vehicle miles per gallon. For existing vehicles, provide current number of miles on vehicle(s) to be converted. Include make, model, and gross vehicle weight (GVW) for all vehicles. Include procedures for acquiring/implementing conversions or upfits into existing or new vehicles. • Infrastructure projects: Provide an estimate of, and justification for, number of gallons of fuel or kWh to be dispensed annually. Describe who and what vehicles will utilize this station and provide what assurance you have of this anticipated use. Do not overestimate usage. Provide address/location of infrastructure • Diesel Retrofit and Repower projects: Include estimated annual miles per vehicle and expected number of years before vehicle retirement, including type of equipment to be installed and vehicle make, model and year. • Idle Reduction projects: Provide an estimate of, and justification for, annual per vehicle hourly usage of technologies and estimated per vehicle number of gallons of fuel used per hour of idling, along with technology type and vehicle make, model and year and number of units to be purchased. • Telematics projects: Provide telematics equipment, service and types of vehicle(s) for installation, average per vehicle annual vehicle mileage, average per vehicle miles per gallon, a detailed list of parameters to be monitored and evaluated, and an estimate of annual gallons to be saved, along with justification for this estimate. Include information on baseline fuel use before telematics equipment is to be 13 152 installed on proposed project vehicles along with information on how fuel use was calculated. Task #2: Usage tracking of project technology/fuel. Insert statement regarding agreement to utilize quarterly tracking form provided by NCCETC and/or mutually agreed upon format to track quarterly technology usage with vehicle miles driven and/or gallons of fuel utilized or saved. Task #3: Public Awareness and Education. Insert brief description of public awareness/education and outreach plans. Include statement agreeing to use vehicle decals and/or project signage provided by NCCETC or mutually agreed upon alternative. For fleet applications include agreement to participate in NC Smart Fleet initiative developed by NCCETC to recognize, track and account for progress in reducing emissions through conservation, efficiency and alternative fuels use. Task #4: Reporting. Insert description of your reporting efforts that include the following reporting requirements: Reports documenting achieved deliverables must accompany all itemized paid invoice reimbursement requests. Cost-share will be documented along with reimbursement requests. A final cost share letter providing a cost share description and stating total cost share contribution will be submitted on letterhead with final invoice. A quarterly schedule established by the NCCETC will be used to submit progress reports, technology use tracking forms, invoices and cost share documentation. A brief final report summarizing the accomplishments of Tasks 1-3 must be compiled and submitted no later than fifteen (15) days following the completion of the project. Timeline Adjust timeline specifics to your project plans. Examples of tasks for each quarter are provided below. Note: It is preferred that all expenses are invoiced as soon as possible but no later than 6-12 months depending on project complexity and completed by June 15, For usage reporting, 12 months minimum is preferred with estimates thereafter for a total of 36 months. Plan for project start of April 1, 2016 and completion by February 28, 2018. Quarters 1 & 2: April 1, 2016 – June 30, 2016 Examples: Obtain all necessary site plans, permits and permissions Verify vendor qualifications and that all purchases meet relevant standards/codes Develop and submit project equipment to bid process (as required) Order equipment or supplies Install equipment or infrastructure Quarters 3 & 4: July 1 2016 – December 31, 2016 Examples: Receive vehicles; test and confirm that equipment is operating correctly 14 153 Put vehicle/ equipment in service—vehicle deployment date to be reported in quarterly report of quarter deployed. Develop and distribute press release Usage monitoring and recording (12 months actual preferred and estimate for remaining months to give 36 months of reporting) Quarters 5 - 9: January 1, 2017 – *February 28, 2018 Examples: Organize and conduct ribbon cutting Usage monitoring and recording (12 months actual preferred and estimate for remaining months to give 36 months of reporting) Public Awareness and Education Activities *Indicates elongated or shortened quarters due to overall project period. Applicants may use their own timeline template but must provide as much detail and accuracy as possible within quarters to insure feasibility within the project period. Budget (Embedded in Application) Note: Minimum project awards are $30,000 and maximum are $250,000 Instructions: Left double-click the table to begin entering values for your budget, including Quantity, Per Item Cost, CFAT Funds being requested, and Cash Match funds being contributed. The values for “Total” on the right, and “% of project total” on the bottom will auto-populate based on values entered. Additional lines can be added by right-clicking and selecting “Insert.” All cells will round to the nearest dollar. Total cost share must be a minimum of 20% of total project costs and each budget line item should include a minimum of 20% cost share. In kind contributions may be described in narrative – do not include in total cost and budget template provided in application. In kind contributions, such as staff and project management hours should not be included in total project costs. Provide actual name of equipment to be purchased. When finished, click outside of the box to stop editing. 15 154