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Agenda 07-09-2026; 6-b - Adoption of the Final Financing Resolution Authorizing the Issuance of 2026B Installment Purchase Financing to Fund Construction of the Crisis Diversion Center
1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: July 9, 2026 Action Agenda Item No. 6-b SUBJECT: Adoption of the Final Financing Resolution Authorizing the Issuance of 2026B Installment Purchase Financing to Fund Construction of the Crisis Diversion Center DEPARTMENT: Finance and Administrative Services ATTACHMENT(S): INFORMATION CONTACT: Attachment 1. Resolution Approving Gary Donaldson, (919) 245-2453 Financing Terms and Kirk Vaughn, (919) 245-2153 Documents for 2026B Robert Jessup, (919) 933-9891 Installment Financing Attachment 2. Deed of Trust Attachment 3. Trust Agreement Attachment 4. Preliminary Official Statement Attachment 5. Bond Purchase Agreement Attachment 6. PowerPoint Presentation PURPOSE: To adopt the final financing resolution authorizing the issuance of up to $27,000,000 in installment financing to pay costs of constructing the Crisis Diversion Center. The financing will also include funds to pay transaction costs. BACKGROUND: At its May 5, 2026, Business meeting, the Board of County Commissioners conducted a public hearing and received preliminary information regarding capital project and equipment financing. Following the hearing, the Board made a preliminary determination to finance eligible costs through installment financing pursuant to North Carolina General Statute (NCGS) §160A-20. Orange County routinely uses installment financing as part of its annual spring financing program. To better align financing with project cash flow needs, the County divided the 2026 financing into two (2) series. The Board previously approved the Series 2026A financing, which closed on June 25, 2026, and funded various Capital Investment Plan projects. This proposed Series 2026B financing will fund construction of the Crisis Diversion Center and related issuance costs. Separating the financing into two (2) series allowed the County to reimburse eligible project expenditures incurred during FY 2025-26. The resolution presented for consideration provides final authorization for the financing, approves substantially final financing documents, and authorizes staff to complete the transaction. Final interest rates, principal amount, and related financing terms are expected to be established on 2 July 22, 2026, with closing anticipated in mid-August. County staff and the financing team will finalize the remaining details prior to closing, consistent with prior County financing. The Crisis Diversion Center has a total cost of $29,412,035. After accounting for funding previously provided through the Series 2026A financing in the amount of$3,569,656 for Land and Professional Services, the Alliance Health contribution of$1,100,000, and General Fund support of$250,000, the estimated Series 2026B project fund requirement is approximately $24.5 million, consistent with Budget Amendment #12-A approved at the June 16, 2026, Board meeting. Description Amount Total Crisis Diversion Center Project Budget $29,412,035 Less: Series 2026A Financing (Land and Professional Services) (3,569,656) Less: Alliance Health Contribution (1,100,000) Less: General Fund Transfer (250,000) Estimated Series 2026B Project Fund Requirement $24,492,379 Rounded $24.5 million To ensure sufficient proceeds are available under varying market conditions, the financing resolution authorizes a maximum principal amount not to exceed $27.0 million. COLLATERAL: In this type of County installment financing, the County secures its obligations to the bondholders by mortgage-type interest in some or all the property being acquired or improved through the financing. The County plans to secure this 2026B financing through a pledge of several County facilities, including the Justice Center, Northern Campus, Southern Campus, and the Emergency Operations Center on Meadowlands Drive in Hillsborough, as well as the Crisis Diversion Center site. The County has flexibility to release individual portions of the collateral from financing lines when the release will advance other County priorities. No schools are being used as collateral for the 2026B financing, although schools remain as collateral for other County financings. Bondholders generally require that the County offer collateral equal to at least 50% of the loan amount (for example, at least $5 million of collateral for a $10 million loan). The prospective collateral package has an approximate value of $112.7 million, considering the value of the finished Crisis Diversion Center(approximately$29.5 million). The 2026B bond issue will take the total amount secured by this collateral package to approximately $141.4 million, giving the County a collateral ratio of approximately 79.7%. FINANCIAL IMPACT: There is no financial impact related to this action. However, there will be a financial impact in proceeding with the financing. A preliminary estimate of maximum debt service applicable to this phase of the financing would require the highest debt service payment of approximately $2,700,000 in FY 2028. The tax rate equivalent for the estimated highest debt service payment based on the current (FY 2026) value of a penny of$3,299,538 is approximately 0.82 cents. These amounts are in addition to the 2026A maximum impact of approximately 1.07 cents and are in both cases consistent with the impact contemplated in the County's Capital Investment Plan. ALIGNMENT WITH STRATEGIC PLAN: This item supports: 3 • MISSION STATEMENT — Orange County is a visionary leader in providing governmental services valued by our community, beyond those required by law, in an equitable, sustainable, innovative and efficient way. RECOMMENDATION(S): The Manager recommends that the Board approve the final financing resolution authorizing completion of the Series 2026B financing for the Crisis Diversion Center. 4 RES-2026-043 Attachment 1 Resolution providing final approval for the County's 2026B installment financing for the Crisis Diversion Center Introduction -- The Board of Commissioners (the "Board") of Orange County, North Carolina (the "County") has previously determined to carry out the acquisition and construction of a new Crisis Diversion Center. The Board has determined to finance this undertaking by using an installment financing, as authorized under Section 160A-20 of the North Carolina General Statutes. In an installment financing, the County secures the financing by its promise to pay and a mortgage-like interest in some or all of the property to be acquired or improved, but not by a pledge of specific revenues or the County's taxing power. The County's financing plan also includes the use of limited obligation bonds (the "Bonds"),which represent interests in County payments that can be sold to investors. The County frequently uses this financing structure. County staff has made available to the Board the draft documents listed on Exhibit A (the "Documents"), and a draft of an official statement designed to provide information about the County and the financing to prospective investors in the Bonds. These items all relate to the County's carrying out the financing plan. The County has divided this year's total financing package into two installments: 2026A, which funded a wide variety of capital projects and purchases and closed in June, and this 2026B portion, which will finance construction costs of the Crisis Diversion Center (and related financing costs). This resolution provides the Board's final approval of the financing terms and the substantially final financing documents, and authorizes County staff to complete the financing process, for the 2026B installment. The Board of Commissioners of Orange County, North Carolina, RESOLVES, as follows: 1. Determination To Proceed with Financing -- The Board confirms its decision to carry out the proposed installment financing as described above to provide financing for the Crisis Diversion Center. 5 Under the financing plan, the County will receive funds from the sale of the Bonds to carry out the project. The County will repay the funds over time, with interest. The County will secure its repayment obligation by granting a mortgage-like interest in some or all of the facilities listed on Exhibit B. 2. Approval of Documents;Direction To Execute Documents--The Board approves the forms of the Documents submitted to this meeting. The Board authorizes the Board Chair and the County Manager, or either of them,to execute and deliver the Documents when in final form. The Documents in their respective final forms must be in substantially the forms presented, with changes as the Chair or the County Manager may approve. The execution and delivery of any Document by an authorized County officer will be conclusive evidence of that officer's approval of any changes. The Documents in final form, however, must be consistent with the financing plan described in this resolution and must provide (a) for the amount financed by the County not to exceed $27,000,000, (b) for a true interest cost of the financing not to exceed 5.00%, and (c) for a financing term not to extend beyond December 31, 2047. The amount financed under the Documents will include amounts to reimburse the County for prior project expenditures and to pay financing expenses and other necessary and incidental costs. The final amount financed will not exceed the estimated total needed for the project and the financing costs, up to the authorized amount not to exceed $27,000,000. The final amount financed will reflect any additional changes to estimated project amounts and financial market conditions at the time of the Bond sale. 3. Sale of Bonds;Approval of Official Statement-The Board appoints (a) Truist Securities, Inc., as senior manager, and (b) Ramirez & Co., Inc., as co-manager, to underwrite a public offering of the proposed Bonds. The Board approves the draft official statement submitted to this meeting as the form of the preliminary official statement pursuant to which the underwriters will offer the Bonds for sale. The preliminary official statement as distributed to prospective investors must be in substantially the form presented, with such changes as the Finance Officer may approve. The Board directs the Finance Officer, after the sale of the Bonds, to complete and otherwise prepare the preliminary official 2 6 statement as an official statement in final form. The Board authorizes the use of the preliminary official statement and the final official statement (collectively, the "Official Statement") by the underwriters in connection with the sale of the Bonds. The Board acknowledges that it is the County's responsibility, and ultimately the Board's responsibility, to ensure that the Official Statement neither contains an untrue statement of a material fact nor omits to state a material fact required to be included therein for the purpose for which the Official Statement is to be used or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 4. Officers To Complete Closing - The Board authorizes the County Manager, the Finance Officer and all other County officers and employees to take all proper steps to complete the financing in accordance with this resolution. The Board authorizes the County Manager to hold executed copies of all financing documents authorized by this resolution in escrow on the County's behalf until the conditions for their delivery have been completed to his satisfaction,and then to release the executed documents for delivery to the appropriate persons or organizations. Without limiting the generality of the previous paragraphs, the Board specifically authorizes the County Manager (a) to approve and enter into, on behalf of the County, any additional agreements appropriate to carry out the financing plan contemplated by this resolution, and (b) to approve changes to any documents previously signed by County officers or employees, provided that the changes do not substantially alter the intent from that expressed in the form originally signed. The County Manager's authorization of the release of any document for delivery will constitute conclusive evidence of his approval of any changes. In addition, the County Manager and the Finance Officer are authorized to take all appropriate steps for the efficient and convenient carrying out of the County's on- going responsibilities with respect to the financing. This authorization includes, without limitation, contracting with third parties for reports and calculations that may be required under the Documents, this resolution or otherwise with respect to the 3 7 financing. 5. Additional Provisions - The Board authorizes all County officers and employees to take all further action as they may consider desirable to carry out the purposes of this resolution. In particular, the Board directs the Clerk to this Board to apply the County's seal to the final form Documents, and to attest to the application of the seal. The Board ratifies all prior actions of County officers and employees to this end. Upon the unavailability or refusal to act of the County Manager, the Chair or the Finance Officer,any other of those officers may assume any responsibility or carry out any function assigned in this resolution. In addition, the Vice Chair or any Deputy or Assistant Clerk may carry out or exercise any rights or responsibilities assigned in this resolution to the Chair or the Clerk. The Board repeals all other Board proceedings, or parts of proceedings, in conflict with this resolution, to the extent of the conflict. This resolution takes effect immediately. 4 8 Exhibit A -- Draft Documents (a) A draft dated July 1, 2026 of a Sixth Supplemental Trust Agreement to be dated on or about August 1, 2026, between the County and The Bank of New York Mellon Trust Company,N.A. (the"Trustee").This instrument provides for the advance of funds to the County, for the issuance of the Bonds, for the County's obligation to repay the amounts advanced, and for the County's responsibilities for the use and care of the collateral. The Trustee keeps certain official records for the Bonds, processes Bond payments and acts as a representative of the Bondholders. (b) A draft dated July 1, 2026 of a Deed of Trust Supplement #6 to be dated on or about August 1, 2026,from the County to a deed of trust trustee for the Trustee's benefit. This instrument provides for a security interest in property to secure the County's repayment obligations and its other obligations under the financing documents. (c) A draft of a Bond Purchase Agreement to be dated on or about July 22, 2026, providing for the underwriters' obligation to purchase the Bonds. The final form of this Agreement will set out the final principal amount, principal payment schedule and interest rates for the Bonds, and the other terms and conditions for the underwriters' obligation to purchase the Bonds. Exhibit B - Potential Collateral Facilities Link Center Building at 200 S. Cameron St., Government Services Annex at 208 S. Cameron St. and District Attorney's office building at 144 E. Margaret Lane, all in Hillsborough North Campus off Highway 70 in Chapel Hill Emergency Operations Center on Meadowlands Drive in Hillsborough Southern Campus off Homestead Rd. in Chapel Hil County EMS building, 3800 US 70 West, Efland Crisis Diversion Center site in Hillsborough Justice Center in downtown Hillsborough 5 Attachment 2 9 s*h draft of July 1 Prepared by and return after recording to: Robert M. Jessup Jr. Emily S. Jessup Sanford Holshouser PLLC 209 Lloyd St., Suite 350 Carrboro, NC 27510 DEED OF TRUST SUPPLEMENT #6 PINs and brief descriptions 9874-15-3612 Government Service Annex, Link Center, and District Attorneys' Office 9864-39-4358 North Campus 9874-80-2738 E-911 Center in the Meadowlands 9888-00-8527 Southern Campus 9844-78-9022 and 9844-78-9258 Efland EMS 9873-52-0006 Crisis Diversion Center 9874-05-8688 Orange County Justice Center Supplements RB 6486, Page 413; RB 6613, Page 17; RB 6633, Page 1121; RB 6657, Page 704; RB 6780, Page 1910 and RB 6919, Page 489. STATE OF NORTH CAROLINA ) The collateral is or includes fixtures. ORANGE COUNTY ) This instrument secures future advances. 10 DEED OF TRUST SUPPLEMENT #6 THIS DEED OF TRUST SUPPLEMENT #6 (this "Supplement") is dated as of August 1, 2026, and is granted by ORANGE COUNTY, NORTH CAROLINA, a political subdivision of the State of North Carolina (the "County"), to Robert M. Jessup Jr., as trustee (the "Deed of Trust Trustee"), for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ("BNY-M"). RECITALS: The County is issuing its [$27,000,000] (aggregate principal amount) Limited Obligation Bonds, Series 2026B (the "2026B Bonds"), under a Sixth Supplemental Trust Agreement dated as of August 1, 2026 (the "2026B Agreement"), between the County and BNY-M, as trustee. The County is issuing the 2026B Bonds to provide funds, to be used together with other available funds, to acquire, construct, equip and otherwise improve a new Crisis Diversion Center, as well as to pay financing costs and other related costs. The 2026B Agreement supplements a Trust Agreement dated as of June 1, 2018 (the "2018 Agreement"). Under the 2018 Agreement, as previously supplemented,the County has issued the "Prior Bonds," as defined in Section 5-4. The County secured its repayment obligation with respect to the Prior Bonds by granting a security interest in certain "Mortgaged Property," as defined in the Existing Deed of Trust (as defined below). The parties have now agreed that the Mortgaged Property will also secure the County's repayment obligations with respect to the 2026B Bonds as provided in the 2026B Agreement. Accordingly,this Supplement supplements the Deed of Trust and Security Agreement granted by the County for the benefit of BNY-M dated as of June 1, 2018, and recorded at RB 6486, Page 413, Orange County Registry, as previously supplemented by the instruments recorded at RB 6613, Page 17, RB 6633, Page 1121, RB 6657, Page 704, RB 6780, Page 1910, and RB 6919, Page 489, Orange County Registry (those instruments, together with the 2018 Deed of Trust, are referred to as the "Existing Deed of Trust" in this Supplement). The Existing Deed of Trust, as modified by this Supplement, is referred to as the "Modified Deed of Trust" in this Supplement. 2 11 The Mortgaged Property includes the real property described in Exhibit A. The County is the record owner of that real property. The County executes and delivers this Modified Deed of Trust to secure current advances under the 2026B Agreement of [$27,000,000] as well as (a) total outstanding advances with regard to the Prior Bonds of approximately$114,408,000 and (b) potential future advances up to a total maximum principal amount outstanding at any one time of$200,000,000, all as described and pursuant to the Existing Deed of Trust. The time during which such future advances may be made is 30 years from June 1, 2018. The current scheduled date for final repayment is on or about April 1, 2047. NOW, THEREFORE, (1) in consideration of the execution and delivery of the 2026B Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, (2) to secure the County's performance of all its covenants under the "Loan Documents," as defined in Section 5-4, (3) to charge the Mortgaged Property with that payment and performance, the County sells, grants and conveys the Mortgaged Property to the Deed of Trust Trustee, his successors and assigns forever, in trust, with power of sale. TO HAVE AND TO HOLD the Mortgaged Property with all privileges and appurtenances belonging thereunto, to the Deed of Trust Trustee, his successors and assigns forever, upon the trusts, terms and conditions and for the purposes set out below, in fee simple in trust; SUBJECT, HOWEVER, to the "Permitted Encumbrances," as defined in Section 5-4; BUT THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST: if the County pays its "Obligations," as defined below, in full and in accordance with the Loan Documents, and the County complies with all the terms, covenants and conditions of the Loan Documents, then (a) this conveyance will be null and void, (b) BNY-M and the Deed of Trust Trustee will cooperate with the County to have this Modified Deed 3 12 of Trust canceled of record, at the County's request and cost, and (c) title will revest as provided by law; BUT IF, HOWEVER, THERE OCCURS AN EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS,then BNY-M will have the remedies provided for in this Modified Deed of Trust, including directing the Deed of Trust Trustee to sell the Mortgaged Property under power of sale. THE COUNTY COVENANTS AND AGREES with the Deed of Trust Trustee and BNY-M (and their respective heirs, successors and assigns) in consideration of the foregoing, as follows: 1. Warranties of Title: Security Provided by this Deed of Trust 1-1 Warranties of Title. The County covenants with the Deed of Trust Trustee and BNY-M that the County is seized of and has the right to convey the Mortgaged Property in fee simple, that the Mortgaged Property is free and clear of all liens and encumbrances other than Permitted Encumbrances, that title to the Mortgaged Property is marketable, and that the County will forever warrant and defend title to the Mortgaged Property (subject to the Permitted Encumbrances) against the claims of all persons. 1-2 Security for Payment and Performance. The County is delivering this Modified Deed of Trust (a) to secure the County's payment, as and when the same become due and payable, of all amounts payable by the County (the "Obligations") under the Loan Documents and (b) to secure the County's timely and full compliance with all terms, covenants and conditions of the Loan Documents. This Modified Deed of Trust secures all Obligations on a parity basis, with no preference of payments under any of the Loan Documents over payments under any other, and no other preference of any particular Obligations over any others. 1-3 Present and Future Advances. This Modified Deed of Trust is executed to secure all the County's present and future obligations to the Trustee related to the Mortgaged Property. The making of future advances is subject to the terms and conditions of the Loan Documents and this Modified Deed of Trust. The amount of the present obligations secured by this Agreement is equal to (a) the [$27,000,000] of advances under the 2026B Agreement plus (a) total outstanding advances with 4 13 regard to the Prior Bonds of approximately $114,408,000, and the total amount, including present and future obligations,that may be secured by this Modified Deed of Trust at any one time is $200,000,000.The period within which future obligations may be incurred is 30 years from June 1, 2018. The provisions in this Modified Deed of Trust for future advances are made only to facilitate the possible financing of additions or improvements to the Mortgaged Property,the possible refinancing of the present obligations, or otherwise as provided for under the Loan Documents. As of the date of this Modified Deed of Trust there is no agreement or obligation by the County to borrow, or for any person to lend, any additional funds beyond the amount that constitutes the present obligations. 1-4 Security Interest in Fixtures. This Modified Deed of Trust is intended to be a security agreement pursuant to the Uniform Commercial Code as in effect in North Carolina for the "Fixtures," as defined below. The County grants to BNY-M and the Deed of Trust Trustee a security interest in the Fixtures to secure the Obligations. Upon the occurrence of an Event of Default under this Modified Deed of Trust or any of the other Loan Documents, BNY-M or the Deed of Trust Trustee is entitled to exercise all rights and remedies of a secured party under the Uniform Commercial Code as in effect in North Carolina and may proceed as to the Fixtures in the same manner as provided in this Modified Deed of Trust for the real property. The "Fixtures" are all items of personal property attached or affixed to the Pledged Facilities in such a manner that removing the items would cause damage to the Pledged Facilities.The Fixtures may include plumbing,heating,lighting, electrical, laundry, ventilating, refrigerating, incinerating, air-conditioning, fire and theft protection and sprinkler equipment, and include all renewals and replacements and all additions, and all articles in substitution of any such property, and all proceeds of all the foregoing in any form. The County is not obliged to renew, repair or replace any undesirable or unnecessary Fixture. If the County determines that any Fixture has become undesirable or unnecessary, the County may remove that Fixture from the Pledged Facilities and sell, trade-in, exchange or otherwise dispose of it (in whole or in part), with an amount equivalent to the fair market value of the Fixture as removed 5 14 becoming Net Proceeds and subject to the provisions of the 2018 Agreement, as supplemented by the 2026B Agreement and as previously supplemented. With respect to those items of the Mortgaged Property that are or are to become Fixtures, this Modified Deed of Trust constitutes a financing statement filed as a fixture filing. The County agrees that the security interest in the Fixtures granted in this Section 1-4 is in addition to, and not in lieu of, any security interest in the Fixtures acquired by real property law. The Fixtures are located on the land described on Exhibit A, and the County is the record owner of that land. The name and address of the County,as debtor,and BNY-M and the Deed of Trust Trustee,as secured parties, are set forth in Section 5-1. The County agrees to execute, deliver and file, or cause to be filed, in such place or places as BNY-M or the Deed of Trust Trustee may request, any additional financing statements (including any continuation statements) in whatever form any party may reasonably request to evidence the security interest provided for in this Section. 1-5 Existing Deed of Trust Otherwise Confirmed. Except as provided by this Supplement, the County ratifies, approves and confirms the terms of the Existing Deed of Trust. 1-6 County's Obligation Limited. Notwithstanding any other provision of this Modified Deed of Trust, the parties intend that this transaction will comply with North Carolina General Statutes Section 160A-20. No deficiency judgment may be entered against the County in violation of Section 160A-20. No provision of this Modified Deed of Trust is to be construed or interpreted as creating a pledge of the County's faith and credit within the meaning of any constitutional debt limitation. No provision of this Modified Deed of Trust should be construed or interpreted as an illegal delegation of governmental powers, nor as an improper donation or lending of the County's credit within the meaning of the North Carolina constitution. The County's taxing power is not and may not be pledged, directly or indirectly contingently, to secure any moneys due under any of the Loan Documents. No provision of this Modified Deed of Trust restricts the County's future issuance of any of its bonds or other obligations payable from any class or source of the County's moneys, except to the extent the Loan Documents restrict the incurrence of additional obligations secured by the Mortgaged Property. 6 15 Nothing in this Section is intended to impair or prohibit foreclosure on this Modified Deed of Trust if the Obligations are not paid when due or otherwise upon the occurrence of an Event of Default under any of the Loan Documents. To the extent of any conflict between this Section and any other provision of this Modified Deed of Trust, this Section takes priority. 1-7 No Transfers; Provision for Releases; Grants of Easements and Similar Interests (a) The County shall not sell, transfer or encumber any interest in any Mortgaged Property, except as otherwise permitted by the Loan Documents. This prohibition applies whether the sale, transfer, or encumbrance is of a legal or an equitable interest, is voluntary, involuntary, by operation of law, or otherwise, and includes any encumbrance that is not a Permitted Encumbrance. BNY-M and the Deed of Trust Trustee may take any action either deems appropriate to prevent or rescind any unauthorized sale, transfer or encumbrance. (b) BNY-M is required, upon the County's direction and at any time, to execute and deliver all documents necessary to effect the release of all or any portion of the Mortgaged Property from the lien of this Modified Deed of Trust upon the County's compliance with the requirements of this Section. No consent or acknowledgment by the Deed of Trust Trustee is required for any release under this Section. (c) To obtain a release,the County must file with BNY-M a County Certificate (i) stating that (A) no Event of Default is continuing, (B) the release will not materially impair the intended use of the property remaining subject to this Modified Deed of Trust, and (C) the release complies with the requirements of this Section, (ii) providing a copy of the proposed instrument of release, (iii) directing BNY-M to execute and deliver the instrument, and (iv) providing evidence of compliance with subsection (v) or (vi) below. BNY-M may not release any property pursuant to this subsection (c) during the continuation of an Event of Default unless directed by the Majority Owners. (v) In the case of a proposed release of all the Mortgaged Property, the County must pay to BNY-M, or to some other fiduciary reasonably acceptable to BNY- 16 M, an amount (A) that is sufficient to provide for the payment in full of all 2026B Bonds Outstanding and all Outstanding Prior Bonds and (B) that is required to be used for that payment. In addition, the County must undertake to satisfy all the other outstanding Obligations. The County Certificate referenced in subsection (iv) may set forth this undertaking. (vi) In the case of a proposed release of a portion (but less than all) of the Mortgaged Property, the County must provide evidence to BNY-M that the appraised, taxable or insured value (and the County may provide different evidence for different portions) of that portion of the Mortgaged Property that is proposed to remain subject to the lien of this Modified Deed of Trust will not be less than 50% of the aggregate principal component of (A) the 2026B Bonds Outstanding plus (B) all Outstanding Prior Bonds at the time the release is effected. (d) The County may make the following grants and dispositions, so long as the grant or disposition will not materially impair the intended use of the Pledged Facilities, and without regard to subsection (c) above. (i) The County may from time-to-time grant easements, licenses, rights-of-way and other similar rights with respect to any part of the Mortgaged Property, and the County may release similar interests, with or without consideration. (ii) The County may convey property used to provide water, sewer or other utility services to the Mortgaged Property to a public or private provider of that utility service, with or without consideration. (iii) The County may dispose of any undesirable or unnecessary Fixture as provided in Section 1-4. 1-8 Construction Mortgage. The parties intend that the security interest evidenced by this Modified Deed of Trust will be a"construction mortgage"with respect to the Pledged Facilities within the meaning of Section 25-9-334 of the North Carolina General Statutes. s 17 2. County's Payment Obligations 2-1 Payment of Obligations; Compliance with Covenants. The County will pay the Obligations as and when the same become due and payable in the manner set forth in the Loan Documents, and it will comply in all respects with all the terms of the Loan Documents. 2-2 Payment of Fees and Costs. (a) If the Deed of Trust Trustee or BNY-M employs an attorney to assist in the enforcement or collection of any Obligations, or if the Deed of Trust Trustee or BNY-M voluntarily or otherwise becomes a party to any suit or legal proceeding (including a proceeding conducted under any state or federal bankruptcy or insolvency statute) to protect the Mortgaged Property,to protect the lien of this Modified Deed of Trust,to enforce collection of the Obligations, or to enforce compliance by the County with any of the provisions of the Loan Documents, then the County will pay reasonable legal fees and costs that the Deed of Trust Trustee or BNY-M may reasonably have incurred (whether or not any suit or proceeding is commenced). The County's repayment of all amounts paid for any such purpose, together with interest at the annual rate of 4.00% (calculated on the basis of a 360-day year consisting of twelve 30-day months), is secured as an Obligation under this Modified Deed of Trust. (b) If any suit or proceeding described in subsection (a) is adverse to the County, however, then the County has this liability to pay legal fees and costs only if the Deed of Trust Trustee or BNY-M, as the case may be, is a prevailing party in the suit or proceeding. 2-3 Advances for Performance of County's Obligations. If the County fails to perform any of its obligations under the Loan Documents, then the Deed of Trust Trustee and BNY-M are authorized, but not obligated, to perform the obligation or cause it to be performed. The County must repay any amounts paid for any such purpose. The County's repayment of all those amounts, together with interest at the annual rate of 4.00% (calculated on the basis of a 360-day year consisting of twelve 30-day months), is secured as an Obligation under this Modified Deed of Trust. 3. The Deed of Trust Trustee 3-1 No Liability for Deed of Trust Trustee. The Deed of Trust Trustee will suffer no liability by his acceptance of this trust except as may be incurred because of 9 18 any failure on his part to account for the proceeds of any sale under this Modified Deed of Trust. 3-2 Resignation.The Deed of Trust Trustee may resign at any time by giving notice to the County and BNY-M as provided in Section 5-1. 3-3 Substitute Trustees. If any Deed of Trust Trustee dies, becomes incapable of acting or renounces the trust, or if for any reason BNY-M desires to replace any Deed of Trust Trustee, then BNY-M has the unqualified right to appoint one or more substitute or successor Deed of Trust Trustees by instruments filed for registration in the office of the Register of Deeds where this Modified Deed of Trust is recorded. BNY-M may make any removal or appointment at any time without notice (including any notice to the previous Deed of Trust Trustee), without specifying any reason, and without any court approval. Any appointee becomes vested with title to the Mortgaged Property and with all rights, powers, and duties conferred upon the Deed of Trust Trustee by this Modified Deed of Trust in the same manner and to the same effect as if that Deed of Trust Trustee had been named as the original Deed of Trust Trustee. 4. Defaults and Remedies: Foreclosure 4-1 Defaults and Remedies. During the continuation of an Event of Default under any of the Loan Documents, BNY-M may pursue its rights and remedies as provided under the 2026B Agreement,this Modified Deed of Trust and the other Loan Documents. 4-2 Foreclosure; Sale under Power of Sale. (a) Right to foreclosure or sale. During the continuation of an Event of Default, at BNY-M's request, the Deed of Trust Trustee must foreclose this Modified Deed of Trust by judicial proceedings or,at BNY-M's option,the Deed of Trust Trustee must sell (and is empowered to sell) all or any part of the Mortgaged Property at public sale to the last and highest bidder for cash (free of any equity of redemption, homestead, dower, curtesy or other exemption, all of which the County expressly waives to the extent permitted by law) after compliance with applicable State laws relating to foreclosure sales under power of sale. The Deed of Trust Trustee will execute and deliver a proper deed or deeds to the successful purchaser at any sale. If 10 19 only a part of the Mortgaged Property is sold, the partial sale in no way adversely affects the lien created by this Modified Deed of Trust against the remainder. (b) BNY-M's bid. BNY-M may bid and become the purchaser at any sale under this Deed of Trust. Instead of paying cash, BNY-M may settle the purchase price by crediting against the Obligations the bid price net of sale expenses, including the Deed of Trust Trustee's commission, and after payment of any taxes and assessments as may be a lien on the Mortgaged Property superior to the lien of this Modified Deed of Trust (unless the Mortgaged Property is sold subject to those liens and assessments, as provided by law). (c) County's bid. The County may bid for all or any part of the Mortgaged Property at any foreclosure sale. The County, however, may not bid less than an amount sufficient to provide for full payment of the Obligations, unless BNY-M consents in writing. (d) Successful bidder's deposit. At any sale,the Deed of Trust Trustee may, at his option, require any successful bidder (other than BNY-M) immediately to make a deposit with the Deed of Trust Trustee against the successful bid in the form of cash or a certified check in an amount of up to 5% of the sale price. Any notice of the sale need not include notice of this requirement. (e) Application of sale proceeds. The Deed of Trust Trustee must apply the proceeds of any foreclosure sale in the manner and in the order prescribed by State law.The parties agree (i) that the sale expenses will include a commission to the Deed of Trust Trustee equal to one-half of one percent of the gross sales price for all services performed by the Deed of Trust Trustee under this Modified Deed of Trust, and (ii) that any sale proceeds remaining after the prior application of the proceeds in accordance with State law, including to the payment of the Obligations,will be paid to the County. 4-3 Possession of Mortgaged Property. The County must deliver possession of the Mortgaged Property to BNY-M upon any request made by BNY-M during the continuation of an Event of Default. In addition,the County must surrender possession of the Mortgaged Property to the purchaser of the Mortgaged Property at any judicial or foreclosure sale under this Modified Deed of Trust. It 20 During the continuation of an Event of Default, BNY-M, to the extent permitted by law, is also authorized to (a) take possession of the Mortgaged Property, with or without legal action, (b) lease the Mortgaged Property, (c) collect all rents and profits from the Mortgaged Property, with or without taking possession of the Mortgaged Property, and (d) after deducting all collection costs permitted and administration expenses, apply the net rents and profits to the payment of necessary maintenance and insurance costs, and then apply all remaining amounts to the County's account and in reduction of the Obligations. BNY-M will be liable to account only for rents and profits it receives. BNY-M may take any action permitted under this Section with respect to all or any portion of the Mortgaged Property, as it may elect. 4-4 No Remedy Exclusive; Delay not Waiver. All remedies under this Modified Deed of Trust are cumulative and may be exercised concurrently or separately. The exercise of any one remedy is not an election of that remedy as an exclusive remedy, nor does the exercise of one remedy preclude the exercise of any other remedy. If any Event of Default occurs and is later waived by the other party or parties, that waiver is limited to the default waived and does not constitute a waiver of any other default. The Deed of Trust Trustee and BNY-M may exercise every power or remedy given by this Modified Deed of Trust from time to time as often as the Deed of Trust Trustee or BNY- M may deem expedient. S. Additional Provisions S-1 Notices. (a) Any communication provided for in this Modified Deed of Trust must be in English and must be in writing. "Writing" includes electronic mail. Facsimile transmission is not a permitted form of communication under this Modified Deed of Trust. (b) For the purposes of this Modified Deed of Trust,any communication sent by electronic mail will be deemed to have been given on the date the communication is similarly acknowledged by a County Representative (in the case of the County) or other authorized representative (in the case of any other party). No such communication will be deemed given or effective without such an acknowledgment. 12 21 Any electronic communication to the Trustee is subject to the provisions of Section 9.02 of the 2018 Agreement. (c) Any other communication under this Modified Deed of Trust will be deemed given on the delivery date shown on a United States Postal Service certified mail receipt, or a delivery receipt (or similar evidence) from a national commercial package delivery service, if addressed as follows: (i) if to the County, to Orange County Manager, Re: Notice under 2026B LOBS Deed of Trust, Post Office Box 8181, Hillsborough, NC 27278 (ii) if to the Deed of Trust Trustee, to Deed of Trust Trustee, c/o The Bank of New York Mellon Trust Company, N.A., Re: Notice for 2026B Orange County (NC) Financing, 601 Travis Street, 16th Floor, Houston, TX 77002 (iii) if to BNY-M, to The Bank of New York Mellon Trust Company, N.A.,Re: Notice for 2026B Orange County(NC) Financing, 601 Travis Street, 16th Floor, Houston, TX 77002 (iv) If to the LGC, to the North Carolina Local Government Commission, Attn: Secretary of the Commission, Re: Notice for Orange County 2026B Financing, Longleaf Building, 3200 Atlantic Ave., Raleigh, NC 27604 (d) Any addressee (including the LGC) may designate additional or different addresses for communications by notice given under this Section to each of the others. No notice need be delivered to the Deed of Trust Trustee for any notice or action to be effective, but the County must send copies of any notices it sends to the Deed of Trust Trustee also to the Trustee. (e) Whenever this Modified Deed of Trust requires the giving of a notice,the person entitled to receive the notice may waive the notice, in writing. The giving or receipt of the notice will then not be a condition to the validity of any action taken in reliance upon the waiver. 5-2 Successors. This Modified Deed of Trust is binding upon, will inure to the benefit of, and is enforceable by the County, the Trustee, any registered owner of 13 22 2026B Bonds, and by the Deed of Trust Trustee, and by their respective successors and assigns. 5-3 No Marshalling. The County waives all rights to require marshalling of assets in connection with the exercise of any remedies provided in this Modified Deed of Trust or as permitted by law. 5-4 Definitions. All capitalized terms used in this Supplement and not otherwise defined have the meanings ascribed to them otherwise in the Loan Documents. In addition, the following terms used in this Supplement have the following meanings, unless the context clearly requires otherwise: The "Loan Documents" are the 2018 Agreement, the First Supplemental Trust Agreement dated as of May 1, 2019 (the "2019A Agreement"),which provided for the issuance of the 2019A Bonds, the Second Supplemental Trust Agreement dated as of November 1, 2019 (the "2019B Agreement"), which provided for the issuance of the 2019B Bonds, the Third Supplemental Trust Agreement dated as of May 1, 2020 (the "2020 Agreement") which provided for the issuance of the 2020 Bonds, the Fourth Supplemental Trust Agreement dated as of May 11, 2022 (the "2022 Agreement") which provided for the issuance of the 2022 Bonds, the Fifth Supplemental Trust Agreement dated as of June 1, 2026 (the "2026A Agreement") which provided for the issuance of the 2026A Bonds, the 2026B Agreement, the 2026B Bonds, the Prior Bonds and the Modified Deed of Trust. "Permitted Encumbrances" means, as of any particular time, (a) the encumbrances on the County's title to the Mortgaged Property that are stated on Exhibit B, (b) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pursuant to the Modified Deed of Trust, (c) the Modified Deed of Trust, (d) any lien or encumbrance which is made by its terms expressly subordinate to the lien of the Modified Deed of Trust, including leases of Mortgaged Property made by the County, as lessor, to other units of State or local government, (e) easements and rights-of-way granted by the County pursuant to the Modified Deed of Trust, and (f) encumbrances on the County's title to property that may be added in the future to the definition of the Mortgaged Property existing at the time the property becomes part of the Mortgaged Property. 14 23 "Prior Bonds" means all the County's limited obligation bonds issued pursuant to the 2018 Agreement, as previously supplemented, and specifically means the following bonds: $7,510,000 original aggregate principal amount Limited Obligation Bonds, Series 2018 (the "2018 Bonds") $14,135,000 original aggregate principal amount Limited Obligation Bonds, Series 2019A (the "2019A Bonds") $29,745,000 original aggregate principal amount Limited Obligation Bonds, Series 2019B (the "2019B Bonds") $40,731,000 original aggregate principal amount Limited Obligation Bonds, Series 2020 (the "2020 Bonds") $41,535,000 original aggregate principal amount Limited Obligation Bonds, Series 2022 (the "2022 Bonds") $27,435,000 original aggregate principal amount Limited Obligation Bonds, Series 2026A (the "2026A Bonds") 5-5 Governing Law; Forum. (a) The County, BNY-M, and the Deed of Trust Trustee intend that North Carolina law will govern this Modified Deed of Trust and all aspects of its interpretation. (b) To the extent permitted by law, the County, BNY-M, and the Deed of Trust Trustee agree that any legal action concerning this Modified Deed of Trust must be initiated in one of the following forums: (i) the North Carolina General Court of Justice located in Orange County, North Carolina; or (ii) if the action is required by law to be filed in a United States federal court, in the United States District Court for the Middle District of North Carolina. 5-6 Limitation of Liability of Officers and Agents. No officer, agent or employee of the County, BNY-M or the Deed of Trust Trustee will be subject to any personal liability or accountability by reason of the execution of this Modified Deed of Trust or any other documents related to the transactions contemplated by this Modified Deed of Trust. Those officers or agents are deemed to execute documents in 15 24 their official capacities only, and not in their individual capacities. This Section does not relieve any officer, agent or employee from the performance of any official duty provided by law. 5-7 Covenants Run with the Land. All covenants contained in the Modified Deed of Trust run with the real estate encumbered by the Modified Deed of Trust. 5-8 Further Instruments. Upon the request of BNY-M or the Deed of Trust Trustee, the County will execute, acknowledge and deliver any further instruments reasonably necessary or desired by BNY-M or the Deed of Trust Trustee to carry out more effectively the purposes of this Modified Deed of Trust or any other document related to the transactions contemplated by this Modified Deed of Trust, and to subject to the liens and security interests of this Modified Deed of Trust all or any part of the Mortgaged Property intended to be given or conveyed,whether now given or conveyed or acquired and conveyed subsequent to the date of this Modified Deed of Trust. 5-9 Severability. If any provision of this Modified Deed of Trust is determined to be unenforceable, that will not affect any other provision of this Modified Deed of Trust. 5-10 Non-Business Days. If the date for making any payment, or the last day for performance of any act or the exercising of any right, is not a Business Day, then that payment may be made, or act performed or right exercised, on or before the next succeeding Business Day. 5-11 Entire Agreement; Amendments. The Loan Documents constitute the County's entire agreement with the Trustee and the Deed of Trust Trustee with respect to its general subject matter. This Modified Deed of Trust may not be changed except in accordance with Article XIII of the 2018 Agreement.The consent of the Deed of Trust Trustee is not required for any changes. [The remainder of this page has been left blank intentionally.] 16 25 IN WITNESS WHEREOF, the County has caused this instrument to be signed, sealed and delivered by duly authorized officers, as of the day and year first above written. (SEAL) ATTEST: ORANGE COUNTY, NORTH CAROLINA By: Laura Jensen Travis Myren Clerk, Board of Commissioners County Manager STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that Travis Myren and Laura Jensen personally came before me this day and acknowledged that they are the County Manager and the Clerk of the Board of Commissioners,respectively, of Orange County, North Carolina,and that by authority duly given and as the act of such County, the foregoing instrument was signed in the County's name by such County Manager, sealed with its corporate seal and attested by such Clerk. WITNESS my hand and official stamp or seal, this day of July, 2026 [SEAL] Notary Public My commission expires: [Deed of Trust Supplement #6 dated as of August 1, 2026, for the benefit of The Bank of New York Mellon Trust Company, N.A., as Trustee] 26 EXHIBIT A - Pledged Sites Description TO COME Parcel One—Government Service Annex, Link Center, and District Attorneys' Office Parcel Two—North Campus Parcel Three—E-911 Center in the Meadowlands Parcel Four—Southern Campus Parcel Five—Efland EMS Parcel Six— Crisis Diversion Center Parcel Seven— Orange County Justice Center EXHIBIT B -- Existing Encumbrances TO COME 18 27 Attachment 3 s*h draft of July 1 Sixth Supplemental Trust Agreement by and between Orange County, North Carolina and The Bank of New York Mellon Trust Company, N.A., as Trustee Relating to the issuance of [$27,000,000] Limited Obligation Bonds Series 2026B 28 THIS SIXTH SUPPLEMENTAL TRUST AGREEMENT is dated as of August 1, 2026 (this "Supplemental Agreement"), is between ORANGE COUNTY, NORTH CAROLINA, a political subdivision of the State of North Carolina (the "County"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the "Trustee"), and relates to the issuance of [$27,000,000] Limited Obligation Bonds, Series 2026B (the "2026B Bonds"). Introduction The County and the Trustee executed and delivered a Trust Agreement dated as of June 1, 2018 (the "2018 Agreement"). The 2018 Agreement provides for the issuance of a 2018 series of limited obligation bonds (the "2018 Bonds"), and allows for the issuance of additional series of limited obligation bonds from time to time.The 2018 Agreement provides that the parties will enter into a supplemental agreement for each issue of limited obligation bonds. The County and the Trustee are now entering into this Supplemental Agreement to provide for the issuance of the 2026B Bonds as Additional Bonds under the 2018 Agreement. The County is issuing the 2026B Bonds to provide funds to be used, together with other available funds, on a project (the "2026B Project") to acquire, construct, equip and otherwise improve a new Crisis Diversion Center, as well as to pay financing costs and other related costs. Each of the 2026B Bonds represents an "installment contract" within the meaning of Section 160A-20 of the North Carolina General Statutes ("Section 160A- 20"), between the County and the owner of that Bond. The Trustee serves under this Supplemental Agreement for and on behalf of the bondholders. Unless the context clearly requires otherwise, capitalized terms used in this Supplemental Agreement and not otherwise defined have the meanings set forth in Exhibit B or in the 'Prior Agreement,"as defined in Exhibit B. NOW, THEREFORE, in consideration of the covenants contained in this Supplemental Agreement, the parties agree as follows: 29 ARTICLE I THE 2026B BONDS Section 1.01. Provision for 2026B Bonds; Advance. (a) The County will issue, and the Trustee will authenticate and deliver, 2026B Bonds in an aggregate principal amount of [$27,000,000]. (b) The County is receiving a total of $[XXXXXXXXX] (the "Amount Advanced") from the sale of the 2026B Bonds. The County will use the Amount Advanced as provided in this Supplemental Agreement to pay 2026B Project Costs. Section 1.02. Bonds Constitute Installment Contracts. Each of the 2026B Bonds, together with the County's corresponding obligations under the Trust Agreement and the Deed of Trust, constitutes a separate"installment contract"within the meaning of Section 160A-20 between the County and the owner of that Bond. The County's payment obligations, and its other obligations under this Supplemental Agreement and with respect to the Bonds, are secured by the lien on the Mortgaged Property created under the Deed of Trust and by the other security provided for in the Trust Agreement. Section 1.03. Agreement Supplements Prior Agreement; 2026B Bonds Are Additional Bonds; Parity Status. (a) This Supplemental Agreement is a "supplemental agreement" for the issuance of Additional Bonds as provided in the 2018 Agreement, and the 2026B Bonds are "Additional Bonds" as defined in the 2018 Agreement. Except as modified by this Supplemental Agreement,all terms of the 2018 Agreement remain in effect and apply with respect to the 2026B Bonds to the same extent as to all Prior Bonds. (b) The 2026B Bonds are secured on a parity status with the Prior Bonds and any future Additional Bonds with respect to the security pledged under the Trust Agreement and the Modified Deed of Trust, including the security interest in the Mortgaged Property and with respect to all money held in the funds and accounts held under the Trust Agreement (except that funds held in a special escrow fund created under Article XI of the 2018 Agreement secure only the defeased or refunded Bonds and no others). 3 30 Section 1.04. Form and Details; Payments. The 2026B Bonds will be numbered R-1 upward for identification, will be designated "Limited Obligation Bonds, Series 2026B," and will be in substantially the form of Exhibit C, with any changes as this Supplemental Agreement permits or requires. The 2026B Bonds will be issued as fully registered bonds payable as to interest semiannually until payment on each Payment Date at the following rates (calculated based on a 360-day year consisting of twelve 30-day months), and payable as to principal on April 1 in the following years and amounts: Maturity Date Principal A rill Amount ($1 Rate ° To come. (d) Exhibit D shows a schedule of payments due on the 2026B Bonds with respect to each Payment Date. Upon any redemption of any 2026B Bonds, the County will recalculate the schedule of payments to reflect the redemption and then deliver a substitute Exhibit D to the Trustee that reflects the recalculated payment schedule. The Trustee has no responsibility to confirm any recalculated payment schedule. (e) The County shall pay or cause to be paid, when due, the principal of (whether at maturity, by acceleration, by mandatory redemption as provided in Section 2.05 or otherwise) and interest on the 2026B Bonds at the places, on the dates, and in the manner provided in this Supplemental Agreement, in the 2026B Bonds, and in the documentation securing the 2026B Bonds, all according to their true intent and meaning, subject to the limitation described in Section 1.07. Section 1.05. Redemption Dates and Prices. The 2026B Bonds are subject to redemption as described in Section 2.01. Section 1.06. Delivery of 2026B Bonds. The Trustee will authenticate and deliver the 2026B Bonds when it has received the following items: (a) Certified copies of County Board resolutions (i) approving the terms and conditions under which the 2026B Bonds are to be issued and (ii) authorizing the 4 31 execution, delivery and issuance of the 2026B Bonds, this Supplemental Agreement, and Deed of Trust Supplement #6 (as identified in Exhibit B) (b) Evidence that the LGC has approved the issuance of the 2026B Bonds (c) An executed copy of this Supplemental Agreement and a certified copy of the 2018 Agreement (d) An executed copy of Deed of Trust Supplement #6, which extends the benefit of the security provided to the Trustee under the Prior Deed of Trust to secure the County's performance of its obligations under this Supplemental Agreement and 2026B Bonds (e) A County Certificate directing the Trustee to authenticate and then deliver the 2026B Bonds to the person or persons named therein upon payment to the Trustee of a specified sum, and directing the Trustee as to the application of the proceeds from the sale of the 2026B Bonds (f) An Opinion of Bond Counsel to the effect (i) that the issuance of the 2026B Bonds is permitted under the terms of the 2018 Agreement and has been duly authorized, and (ii) that the issuance of the 2026B Bonds in itself will have no adverse effect on the exemption from Federal income tax with respect to any Prior Bonds with respect to which any such interest is intended to be exempt (g) Evidence of the issuance or proposed issuance of one or more lender's title insurance policies (or an appropriate endorsement to an existing policy) in favor of the Trustee, in an aggregate face amount of insurance equal to the total amount of Prior Bonds plus the principal amount of the 2026B Bonds, and including the instrument referenced in (d) above as an insured instrument Section 1.07. Limited Obligation. The 2026B Bonds are limited obligations of the County, as provided and described in Section 4.05 of the 2018 Agreement. 5 32 ARTICLE II REDEMPTION Section 2.01. Redemption Dates and Prices. The 2026B Bonds are subject to redemption only as provided in this Section. (a) Optional Redemption - The 2026B Bonds maturing on or after April 1, 2037 are subject to redemption at the County's option, in whole or in part on any date on or after April 1, 2036, upon payment of the principal amount to be redeemed plus interest accrued to the redemption date, without any prepayment penalty or premium. (b) Mandatory Sinking Fund Redemption - The County must redeem the 2026B Bonds maturing on April 1, 20 and April 1, 20 in part prior to maturity pursuant to the terms of the sinking fund requirements of Section 2.05 at a redemption price equal to the principal amount to be redeemed plus interest accrued to the redemption date, without any prepayment penalty or premium. Section 2.02. Selection of 2026B Bonds for Redemption. (a) If less than all the 2026B Bonds are to be redeemed pursuant to subsection 2.01(a), they will be redeemed among maturities in any manner the County chooses. (b) If less than all of the 2026B Bonds of any maturity are to be redeemed, the Trustee must select the 2026B Bonds to be redeemed by lot; provided, however, that so long as a book-entry system with DTC is used for determining beneficial ownership of 2026B Bonds to be redeemed, if less than all of the 2026B Bonds within a maturity are to be redeemed, the parties agree that DTC may determine which of the 2026B Bonds within the maturity are to be redeemed in accordance with DTC's then-current rules and procedures. (c) In any case, (i) the portion of any 2026B Bond to be redeemed must be in the principal amount of $5,000 or some integral multiple thereof, and (ii) in selecting 2026B Bonds for redemption, each 2026B Bond will be considered as representing that number of 2026B Bonds which is obtained by dividing the principal amount of that 2026B Bond by $5,000. If a portion of a 2026B Bond is called for 6 33 redemption,the County will prepare, and the Trustee will deliver, a new 2026B Bond of the same series in principal amount equal to the unpaid portion to the registered owner upon the surrender of the 2026B Bond. Section 2.03. Redemption Notices. (a) The Trustee,at the County's direction, upon being satisfactorily indemnified with respect to expenses, and with at least two Business Days' notice, will send notice of redemption no less than 30 nor more than 60 days prior to the redemption date, as follows: (i) With respect to any 2026B Bonds being called for redemption for which DTC or its nominee is the registered owner, to DTC, in whatever manner may be provided for under DTC's then-current rules and procedures (and if the Trustee is unable to determine those rules, by registered or certified mail, return receipt requested); (ii) With respect to any 2026B Bonds for which no book-entry-only system of registration is in effect, to each of the registered owners of those 2026B Bonds at their addresses as shown on the Trustee's registration books, by registered or certified mail; and (iii) In any case, both (A) to the MSRB for posting on the EMMA System and (B) to the LGC. Notwithstanding anything to the contrary in this Supplemental Agreement,the County acknowledges and agrees that the Trustee is not acting as the disclosure or dissemination agent for purposes of Rule 15c2-12 in connection with any notice to be posted with the MSRB via the EMMA System. Failure to give any notice specified in (i) or (ii), as applicable, or any defect in that notice, will not affect the validity of any proceedings for the redemption of any 2026B Bonds with respect to which no failure has occurred. Failure to give any notice specified in (iii), or any defect in that notice, will not affect the validity of any proceedings for the redemption of any 2026B Bonds with respect to which the notice specified in (i) or (ii) is correctly given. Any notice mailed as provided in this Supplemental Agreement will conclusively be presumed to have been given regardless of whether received by any Owner. 7 34 (b) Any redemption notice may state that the redemption to be effected is conditioned upon -- (i) the Trustee's receipt on or prior to the redemption date of moneys sufficient to pay the principal of and interest on the 2026B Bonds to be prepaid; or (ii) any other condition not unacceptable to the Trustee. If a notice contains a condition and the Trustee either (A) does not receive moneys sufficient to pay the principal of and interest on the 2026B Bonds on or prior to the redemption date, or (B) the stated condition is not fulfilled, as evidenced to the Trustee by a County Certificate, in either case on or prior to the redemption date, then redemption will not be made, and the Trustee must,within a reasonable time, give notice the same way the redemption notice was given that the moneys were not so received (or condition was not fulfilled) and the redemption was not made. (c) Each redemption notice must specify (i) the complete designation of the 2026B Bonds to be redeemed, including the Series designation, (ii) the CUSIP numbers of the 2026B Bonds to be redeemed, (iii) the dated dates, maturity dates and interest rates of the 2026B Bonds to be redeemed, (iv) the date fixed for redemption, (v) any conditions to the redemption, as contemplated by subsection (b) above, (vi) the principal amount of 2026B Bonds or portions of Bonds to be redeemed, (vii) the applicable redemption price, (viii) the address of the place or places of payment, (ix) the Trustee's name and telephone number, and the name of a contact person, (x) that interest accrued to the date fixed for redemption will be paid as specified in the notice, and (xi) that on and after the established redemption date interest on 2026B Bonds which have been redeemed will cease to accrue. The Trustee must also include in any redemption notice any additional information provided by the County for use in the notice. Section 2.04. 2026B Bonds Payable on Redemption Date; Interest Ceases To Accrue. If on or before the date fixed for redemption funds are deposited with the Trustee to pay the principal of and interest accrued to the redemption date on 2026B Bonds called for redemption, the 2026B Bonds (or portions of 2026B Bonds) called 8 35 for redemption cease to accrue interest from and after the redemption date. Thereafter, those 2026B Bonds (a) are no longer entitled to the benefits provided by the Trust Agreement and (b) are not deemed to be Outstanding under the Trust Agreement. Section 2.05. Mandatory Sinking Fund Redemption. (a) The Trustee, from amounts received from or on behalf of the County, will redeem 2026B Bonds maturing on April 1, 20 (the "Term Bonds") on April 1 in years and amounts upon payment of 100% of the principal amount thereof plus interest accrued to the redemption date, as follows: Year Amount f$1 [To come] *Final maturity [Additional term bond] (b) The Trustee shall take all appropriate action to withdraw funds from the Principal Account and make timely payment to the Owners of the Term Bonds subject to sinking fund redemption. (c) Notwithstanding the foregoing,on or before the 70th day next preceding any sinking fund payment date, the County may do either of the following: (i) deliver to the Trustee for cancellation Term Bonds required to be redeemed on that sinking fund payment date in any aggregate principal amount desired; or (ii) instruct the Trustee to apply a credit against the County's sinking fund payment obligation for any Term Bonds that previously have been redeemed (other than through the operation of the sinking fund requirements) and canceled by the Trustee but not previously applied as a credit against any sinking fund payment obligation. 9 36 The Trustee will credit against the County's sinking fund payment obligation on each sinking fund payment date the amount of 2026B Bonds so purchased, delivered or previously redeemed as described in paragraphs (i) or (ii) above. (d) Within seven days of receipt of the funds, Term Bonds or instruction to apply a credit (as described in subsection (c) above), any amounts remaining in the Principal Account in excess of the amount required to fulfill the remaining required principal and sinking fund redemption obligations on the next sinking fund payment date will, as specified in a County Certificate, either be (i) transferred to the Interest Account or (ii) used to redeem 2026B Bonds as soon as practicable. In the absence of any written direction from the County, the Trustee will deposit those amounts to the Interest Account. ARTICLE III DEPOSIT AND USE OF 2026B PROCEEDS; OTHER FUNDS Section 3.01. Creation and Use of 2026B Project Fund.The Trustee will establish a special fund designated as the "Orange County 2026B Project Fund." The Trustee will keep this Fund separate and apart from all other funds and moneys held by it, and the Trustee will hold and administer this Fund as provided in this Supplemental Agreement. Moneys in the 2026B Project Fund will be expended only as described in Sections 3.02 and 3.03. The Trustee shall not disburse any moneys from the 2026B Project Fund during the continuation of any Event of Default unless otherwise directed by the Majority Owners. Section 3.02. Deposits to 2026B Project Fund; Payment of 2026B Project Costs. (a) The Trustee will deposit into the 2026B Project Fund the amount specified in the certificate referenced in Section 1.06(e) and all other amounts paid to it for deposit in the 2026B Project Fund. The certificate referenced in Section 1.06(e) may also direct the Trustee as to the further application of amounts in the 2026B Project Fund without any requirement for additional direction or requisition. (b) In addition, the Trustee will disburse moneys in the 2026B Project Fund from time to time (i) to pay 2026B Project Costs directly to the County, or (ii) to pay 10 37 the person indicated in the requisition to pay 2026B Project Costs, or (iii) to reimburse the County for previous expenditures on 2026B Project Costs, upon the Trustee's receipt of a requisition substantially in the form of Exhibit E. The County need not submit any additional information other than the requisition. The Trustee may rely conclusively on requisitions as authorization for payments, and the Trustee has no duty or responsibility to verify any matters in the requisitions. (c) Unless otherwise directed by the County, the Trustee will disburse moneys from the 2026B Project Fund that are due to the County by wire transfer to any bank account in the United States as a County Certificate may designate from time to time. Any electronic notice to the Trustee is subject to the provisions of Section 9.02 of the 2018 Agreement. Section 3.03. Transfer of Unexpended Proceeds. When the County determines there are no more 2026B Project Costs to be paid from the 2026B Project Fund, the County will send a County Certificate to that effect to the Trustee. The Trustee will then withdraw all remaining moneys in the 2026B Project Fund and deposit those moneys in a separate account within the Payment Fund. The Trustee will then apply those moneys to Bond Payments as directed in writing by a County Representative. In the absence of any written direction from the County, the Trustee will deposit those moneys in the Interest Account and use them to pay interest on the 2026B Bonds as the same becomes due. Section 3.04. Creation of Accounts in Payment Fund. (a) The Trustee shall establish, in the Payment Fund established under the 2018 Agreement, three special accounts to be designated as the "202613 Interest Account," the "2026B Principal Account" and the "202613 Redemption Account." The Trustee shall keep these accounts separate and apart from all other funds and moneys held by it, and must hold and administer the same as provided below. The Trustee must deposit in the proper account in the proper account in the Payment Fund all amounts paid to it for deposit in the Payment Fund, including all amounts paid to it by the County for payments on 2026B Bonds. (b) Not less than 15 days prior to each Payment Date for the 2026B Bonds, the Trustee must determine the amounts on deposit and available to make the payments due on that Payment Date with respect to the 2026B Bonds, whether in (i) the 2026B Interest Account or the 2026B Principal Account of the Payment Fund, or (ii) any special trust fund established pursuant to Section 11.01 of the 2018 11 38 Agreement.The Trustee must notify the County of the available amounts not less than 10 days prior to the applicable Payment Date. The County's obligation to make payments with respect to any Payment Date is reduced by the available amounts the Trustee determines. (c) The Trustee must pay on each Payment Date the principal of the 2026B Bonds from the 2026B Principal Account and the interest on the 2026B Bonds from the 2026B Interest Account, as the same becomes due, to the extent the Trustee has on hand amounts sufficient in the 2026B Principal Account and the 2026B Interest Account. (d) If the amount on deposit in the 2026B Principal Account or the 2026B Interest Account is insufficient for its purposes two Business Days before any Payment Date, the Trustee must notify the County of the amount of the insufficiency. The Trustee must then transfer the required amounts to those Accounts from any amounts as may be available in the 2026B Redemption Account. If the amount on deposit in the 2026B Interest Account on any Payment Date exceeds the amount payable on account of interest on the 2026B Bonds on that date, the Trustee must, as directed by a County Certificate, retain the excess in the 2026B Interest Account or transfer the excess to the 2026B Principal Account to be credited against subsequent required deposits to the 2026B Principal Account. In the absence of any written direction from the County, the Trustee will retain the excess in the 2026B Interest Account. If the amount on deposit in the 2026B Principal Account on any Payment Date exceeds the amount required on that date to pay principal of 2026B Bonds coming due on that date,then the Trustee must, as directed by a County Certificate, retain the excess in the 2026B Principal Account or transfer the excess to the 2026B Interest Account to be credited against subsequent required deposits to the 2026B Interest Account. In the absence of any written direction from the County, the Trustee will transfer the excess to the 2026B Interest Account. (e) The Trustee must deposit in the 2026B Redemption Account all amounts paid to it for deposit in that Account, and must use those amounts within 12 months of their deposit to pay 2026B Bonds called for redemption on their redemption dates. 12 39 The Trustee must transfer any amounts not so used within 12 months of their deposit in the 2026B Redemption Account to the 2026B Interest Account for use on the next Payment Date to pay interest on the 2026B Bonds, and pending that use or in the absence of direction must invest those funds in Legal Investments described in Section 3.06. Subject to retaining moneys necessary to pay 2026B Bonds that have been called for redemption but not yet presented for payment, the Trustee must use amounts in the 2026B Redemption Account as directed by a County Certificate to make transfers to the 2026B Interest Account or the 2026B Principal Account to the extent the balances in those Accounts may be insufficient. (f) The Trustee must apply Net Proceeds deposited in the Redemption Account pursuant to Section 5.16 of the 2018 Agreement to the redemption of Bonds pursuant to the Trust Agreement as directed by a County Representative. Section 3.05.Use of Net Proceeds Fund from Prior Agreement.The Trustee is to maintain and administer the Net Proceeds Fund established under the Prior Agreement to the same effect and purpose as provided in the Prior Agreement with respect to the 2026B Bonds as to all Prior Bonds generally. Section 3.06. Restricted Yield Investment. Not later than August 1, 2029,the County shall (a) invest any "Covered Proceeds," as defined below, that the County holds, and (b) direct the Trustee in writing to invest any Covered Proceeds the Trustee holds, in Legal Investments that either (i) provide a fixed yield at or below the "Restricted Yield," as defined below, (ii) are described in Code Section 103 and are not "private activity bonds" within the meaning of Code Section 141, or (iii) are otherwise approved by a written opinion of Bond Counsel satisfactory to the Trustee; in any case the County may specify from time to time. It is the County's responsibility, and not the Trustee's, to identify and maintain investments as required by this Section. The "Covered Proceeds" are any amounts on deposit in any Fund or Account under the Trust Agreement that represent proceeds of the 2026B Bonds, including proceeds from the investment of the 2026B Bond proceeds or proceeds from the sale or other disposition of property acquired or improved through the proceeds of the 2026B Bonds (including insurance proceeds). 13 40 A "Restricted Yield" means a "yield," within the meaning of Treas. Regs. Secs. 1.103-13(c), -13(d), 1.148-9T(a), or any successor or other provision that may be applicable, not in excess of the "yield" on the 2026B Bonds, which does not exceed [XXXXXX]%. The County's failure to comply with any provisions of this Supplemental Agreement requiring investment of Covered Proceeds, or of any other proceeds related to the 2026B Bonds, at a Restricted Yield shall not in itself be an Event of Default so long as the County provides for any excess earnings from the investment of Covered Proceeds or other funds above the Restricted Yield to be calculated and paid to the United States as required by the Code. ARTICLE IV COUNTY'S UNDERTAKING FOR CONTINUING DISCLOSURE The County undertakes, for the benefit of the beneficial owners of the 2026B Bonds, to provide the following items and information to the MSRB: (a) by not later than seven months from the end of each of the County's Fiscal Years, beginning with the Fiscal Year that ends June 30, 2027, audited County financial statements for such fiscal year, if available, prepared in accordance with Section 1S9-34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or, if such audited financial statements are not available by seven months from the end of any fiscal year, unaudited County financial statements for such fiscal year, to be replaced subsequently by audited County financial statements to be delivered within 1S days after such audited financial statements become available for distribution; (b) by not later than seven months from the end of each of the County's Fiscal Years, beginning with the Fiscal Year that ends June 30, 2027, the financial and statistical data as of a date not earlier than the end of the preceding fiscal year for the type of information included in Appendix A to the final Official Statement under the captions "THE COUNTY - DEBT INFORMATION" and "—TAX INFORMATION" (excluding any information on overlapping or underlying debt) to the extent such items are not included in the audited financial statements referred to in (a) above; 14 41 (c) in a timely manner, not in excess of ten business days after the occurrence of the event, notice of any of the following events with respect to the 2026B Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on any credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2026B Bonds, or other material events affecting the tax status of the 2026B Bonds; (7) modifications to rights of the beneficial owners of the 2026B Bonds, if material; (8) calls for redemption of 2026B Bonds, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of any property securing repayment of the 2026B Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar proceedings related to the County, the Trustee or any other person or entity that may at any time become legally obligated to make Bond Payments (collectively, the "Obligated Persons"); 15 42 (13) The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation (as defined below) of the County, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the County, any of which affect Bondholders, if material; and (16) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financial obligation of the County, any of which reflect financial difficulties; and (d) in a timely manner, not in excess of ten Business Days after the occurrence of the failure, notice of a failure of the County to provide required annual financial information described in (a) or (b) above on or before the date specified. "Financial obligation" means (a) a debt obligation, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) a guarantee of an obligation described in either clause (a) or (b). The term "financial obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended. As used above,the "final Official Statement" means the Official Statement dated July 22, 2026,that the County has approved and authorized for use in connection with the offering and sale of the 2026B Bonds. For the purposes of the events identified in subparagraph (c)(12) above, the event is considered to occur when any of the following occurs: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under 16 43 the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. If the County fails to comply with the undertaking described above,the Trustee may take action to protect and enforce the rights of all the beneficial owners of the 2026B Bonds with respect to such undertaking, including an action for specific performance; provided, however, that failure to comply with such undertaking will not be an Event of Default and will not result in any acceleration of payment of the 2026B Bonds. All actions will be instituted, had and maintained in the manner provided in this paragraph for the benefit of all beneficial owners of the 2026B Bonds. The County must provide the documents and other information referred to above to the MSRB in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking as set forth in this Section by providing such information in any manner that the United States Securities and Exchange Commission subsequently authorizes in lieu of the manner described above. The County reserves the right to modify from time to time the information to be provided, or the presentation of the information to be provided, to the extent necessary or appropriate in the County's judgment, provided that: (A) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the County; (B) the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 as of the date of the final Official Statement, after taking into account any amendments or interpretations of Rule 15c2-12, as well as any changes in circumstances; and 17 44 (C) any such modification does not materially impair the interests of the beneficial owners, as determined by the Trustee, by Bond Counsel, or by the approving vote of the Majority Owners pursuant to the terms of the Trust Agreement, as it may be amended from time to time, at the time of the amendment. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The provisions of this Section will terminate upon payment, or provision having been made for payment, in a manner consistent with Rule 15c2-12, in full of the principal of and interest on all the Bonds. ARTICLE V ADDITIONAL PROVISIONS Section 5.01. Notices. (a) Any communication provided for in this Supplemental Agreement must be in English and must be in writing. "Writing" includes electronic mail. Facsimile transmission is not a permitted form of communication under this Supplemental Agreement. (b) For this Supplemental Agreement, any communication sent by electronic mail will be deemed to have been given on the date the communication is similarly acknowledged by a County Representative (in the case of the County) or other authorized representative (in the case of any other party). No such communication will be deemed given or effective without such an acknowledgment. Any electronic communication to the Trustee is subject to the provisions of Section 9.02 of the 2018 Agreement. (c) Any other communication under this Supplemental Agreement will be deemed given on the delivery date shown on a United States Postal Service certified 18 45 mail receipt, or a delivery receipt (or similar evidence) from a national commercial package delivery service, if addressed as follows: (i) if to the County, to Orange County Manager, Re: Notice under 2026B LOBS Trust Agreement, Post Office Box 8181, Hillsborough, NC 27278 (ii) if to the Trustee, to The Bank of New York Mellon Trust Company, N.A., Re: Notice for 2026B Financing for Orange County, 601 Travis Street, 16th Floor, Houston, TX 77002 (iii) If to the LGC, to the North Carolina Local Government Commission, Attn: Secretary of the Commission, Re: Notice for 2026B Orange County LOBS Financing, Longleaf Building, 3200 Atlantic Ave., Raleigh, NC 27604 (d) Any addressee (including the LGC) may designate additional or different addresses for communications by notice given under this Section to each of the others. (e) Any communication sent under this Supplemental Agreement must also be sent to the County and the Trustee, along with any other parties to which the communication may be addressed. Any party sending a communication under this Supplemental Agreement that relates to amendments or defaults must also send a copy to the LGC. (f) Whenever this Supplemental Agreement requires the giving of a notice, the person entitled to receive the notice may waive the notice, in writing. The giving or receipt of the notice will then not be a condition to the validity of any action taken in reliance upon the waiver. (g) Notwithstanding any contrary provision of the Trust Agreement, the County agrees that it may not provide any notices or other communications to the Trustee by facsimile transmission. Section 5.02. Consent to Jurisdiction. The Trustee consents to jurisdiction in the State of North Carolina for any lawsuit arising from this Supplemental Agreement, or arising from any of the related transactions contemplated by this Supplemental Agreement. 19 46 Section 5.03. Binding Effect; Limitation of Rights. This Supplemental Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. Nothing expressed or implied in this Supplemental Agreement or the 2026B Bonds gives any person other than the Trustee, the County and the Owners any right, remedy or claim under or with respect to this Supplemental Agreement. Section 5.04. Severability. If any provision of this Supplemental Agreement is determined to be unenforceable, that does not affect any other provision of this Supplemental Agreement. Section 5.05. Counterparts. This Supplemental Agreement may be signed in several counterparts, including separate counterparts. Each will be an original,but all of them together constitute the same instrument. Section 5.06. Definitions; Rules of Interpretation. Unless the context clearly requires otherwise, capitalized terms used as defined terms in this Supplemental Agreement and not otherwise defined have the meanings set forth in Exhibit B, and if not defined there will have the meanings set forth in the Prior Agreement. This Supplemental Agreement will be interpreted in accordance with the rules of interpretation set forth in the 2018 Agreement. Section 5.07. Governing Law; Forum. (a) The County and the Trustee intend that North Carolina law will govern this Supplemental Agreement and all matters of its interpretation. (b) To the extent permitted by law, the parties agree that any legal action concerning this Supplemental Agreement must be initiated in one of the following forums: (i) the North Carolina General Court of Justice located in Orange County, North Carolina; or (ii) if the action is required by law to be filed in a United States federal court, in the United States District Court for the Middle District of North Carolina. [The remainder of this page has been left blank intentionally.] 20 47 IN WITNESS WHEREOF, the parties have caused this Sixth Supplemental Trust Agreement to be executed in their corporate names by their duly authorized officers, all as of August 1, 2026. (SEAL) ATTEST: ORANGE COUNTY, NORTH CAROLINA By: Laura Jensen Travis Myren Clerk, Board of Commissioners County Manager The Bank of New York Mellon Trust Company, N.A., as Trustee By: Printed name: Title: [Sixth Supplemental Trust Agreement dated as of August 1, 2026] 21 48 Exhibit A - list of projects to be financed with estimated amounts Financing Phase I - Series 2026B Bonds -- Est.Amount ($) Project Components Crisis Diversion Center - construction [$27,000,000] The County will also use financing proceeds, in the estimated amount of $[XXXXXXX] to pay financing costs. The amounts stated above are estimates only. The County may use any portion of the 2026B Bonds proceeds for any of the 2026B Project Costs, subject to the County's obligation to undertake and complete those components of the project related to the "Mortgaged Property," as defined in the Deed of Trust, and the limitation on the use of funds only for 2026B Project Costs. Components of the 2026B Project related to the Mortgaged Property include the principal construction of the planned Crisis Diversion Center. 22 49 EXHIBIT B - Definitions: Rules of Construction For all purposes of this Supplemental Agreement, unless the context requires otherwise, the following terms have the following meanings. "2026B Bonds" means the County's [$27,000,000] original aggregate principal amount Limited Obligation Bonds, Series 2026B, originally issued pursuant to this Supplemental Agreement. "2026B Project" means the following: (a) carrying out the planned construction of a new Crisis Diversion Center, as referenced in the Introduction to this Supplemental Agreement and in Exhibit A; (b) carrying out any additional public acquisitions and improvements as the County may designate to the Trustee in a County Certificate, subject to the restrictions stated in Exhibit A; and (c) paying Financing Costs related to the 2026B Bonds. "2026B Project Costs" means "Project Costs," as defined in the Prior Agreement, related to the 2026B Project. "2026B Project Fund" means the 2026B Orange County Project Fund established pursuant to Section 3.01. "Deed of Trust" means the Prior Deed of Trust as modified by the Deed of Trust Supplement #6. "Deed of Trust Supplement #6" means the Deed of Trust Supplement #6 dated as of August 1, 2026, granted by the County for the Trustee's benefit, which provides the security for the County's obligations with respect to the 2026B Bonds. "Mortgaged Property" has the meaning assigned to that term in the Deed of Trust. "Payment Date" with respect to the 2026B Bonds means each April 1 and October 1, beginning April 1, 2027. "Prior Agreement" means the Trust Agreement dated as of June 1, 2018, between the County and The Bank of New York Mellon Trust Company, N.A., as 23 50 Trustee (the "2018 Agreement"), as supplemented by (a) a First Supplemental Trust Agreement dated as of May 1, 2019, (b) a Second Supplemental Trust Agreement dated as of November 1, 2019, (c) a Third Supplemental Trust Agreement dated as of May 1, 2020, (d) a Fourth Supplemental Trust Agreement dated as of May 11, 2022, and (e) a Fifth Supplemental Trust Agreement dated as of June 1, 2026, each of which is also between the County and the Trustee. "Prior Bonds" means the following bonds issued pursuant to the Prior Agreement: $7,510,000 original aggregate principal amount Limited Obligation Bonds, Series 2018 (the "2018 Bonds") $14,135,000 original aggregate principal amount Limited Obligation Bonds, Series 2019A $29,745,000 original aggregate principal amount Limited Obligation Bonds, Series 2019B $40,731,000 original aggregate principal amount Limited Obligation Bonds, Series 2020 $41,535,000 original aggregate principal amount Limited Obligation Bonds, Series 2022 $27,435,000 original aggregate principal amount Limited Obligation Bonds, Series 2026A "Prior Deed of Trust" means the Deed of Trust and Security Agreement dated as of June 1, 2018,from the County to a Deed of Trust Trustee for the County's benefit, as supplemented (a) by a Deed of Trust Supplement dated as of May 1,2019, 2023, (b) by a Deed of Trust Supplement #2 dated as of November 1, 2019, (c) by a Deed of Trust Supplement #3 dated as of May 1, 2020, (d) by a Deed of Trust Supplement #4 dated as of May 11, 2022, and (e) by a Deed of Trust Supplement #5 dated as of June 1, 2026. "Supplemental Agreement" means this Sixth Supplemental Trust Agreement, as it may be properly amended or supplemented from time to time. 24 51 "Trust Agreement" means the Prior Agreement as modified and supplemented by this Supplemental Agreement, as it may be further amended or supplemented from time to time. All other capitalized terms used in this Sixth Supplemental Trust Agreement and not otherwise defined have the meanings ascribed thereto in the Prior Agreement. 25 52 Exhibit C - Form of Series A Bond REGISTERED Number R-X REGISTERED ORANGE COUNTY, NORTH CAROLINA Limited Obligation Bond, Series 2026B INTEREST RATE MATURITY DATE DATED DATE CUSIP % April 1, August 6, 2026 684566 XXX REGISTERED OWNER: *****CEDE & CO.***** PRINCIPAL AMOUNT: **** THOUSAND DOLLARS**** ****($ 000)*** ORANGE COUNTY, NORTH CAROLINA (the "County"), for value received, promises to pay, but solely from the sources and in the manner provided, to the registered owner hereof, or registered assigns or legal representative, the principal amount stated above on the maturity date stated above, and to pay interest on this Bond semiannually on each April 1 and October 1, beginning April 1, 2027, at the annual rate stated above. Interest is payable (a) from the Dated Date stated above, if this Bond is authenticated prior to April 1, 2027, or (b) otherwise from the April 1 or October 1, that is, or immediately precedes,the date on which this Bond is authenticated (unless payment of interest on this Bond is in default, in which case this Bond will bear interest from the date to which interest has been paid). 26 53 Principal and interest are payable in lawful money of the United States of America. Interest is to be calculated on the basis of a 360-day year consisting of twelve 30-day months. This Bond is one of an issue of [$27,000,000] Limited Obligation Bonds, Series 2026B (the "Bonds"), of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption and maturity. The Bonds are issued under, and are equally and ratably secured by, a Trust Agreement dated as of June 1, 2018 (the "Trust Agreement"),as supplemented,between the County and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). This Bond constitutes an installment contract within the meaning of Section 160A-20 of the North Carolina General Statutes, as the same may be in effect from time to time ("Section 160A-20"), between the County and the owner (from time to time) of this Bond. The Bonds are payable solely from funds appropriated on an annual basis by the County's governing Board of Commissioners and other funds available for the purpose of payment pursuant to the Trust Agreement, such as certain net insurance and condemnation awards and the proceeds of remedial action, which revenues and other moneys have been pledged as described in the Trust Agreement to secure payment of the Bonds. Neither the County's faith and credit nor its taxing power is pledged to the payment of any amounts due under the Bonds. As provided for under Section 160A-20,no deficiency judgment may be rendered against the County in any action for breach of a contractual obligation under the Bonds or the Trust Agreement. To further secure its obligations under the Trust Agreement, the County has granted, for the benefit of the Trustee on behalf of the owners of the Bonds, a security interest in certain public facilities, including the underlying real property, and certain other property pursuant to the Trust Agreement and a Deed of Trust and Security Agreement dated as of June 1, 2018, as modified. Reference is made to the Trust Agreement, the Deed of Trust referenced above and all amendments and supplements for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the County and the Trustee, the rights of the Owners of the Bonds and the terms upon which the Bonds are executed, delivered and secured, to all of which provisions the owner of this Bond, by the acceptance of this Bond, agrees.Additional Bonds secured 27 54 by a parity interest in the property securing the Bonds have been and may be issued under the terms and conditions set forth in the Trust Agreement. The Bonds are issued by means of a book-entry system,with one certificate for each maturity immobilized at The Depository Trust Company ("DTC"), and not available for distribution to the public. Transfer of beneficial ownership interests in the Bonds in the principal amount of$5,000 or any integral multiple thereof will be effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. Principal and interest on the Bonds are payable to DTC or its nominee as registered owner of the Bonds. Neither the Trustee nor the County is responsible or liable for the transfer of ownership or payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. If (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the County so elects, the County and the Trustee will discontinue the book-entry system with DTC. If the County does not identify another qualified securities depository to replace DTC, the County will prepare and execute, and the Trustee will authenticate and deliver in exchange, replacement Bonds in the form of fully registered Bonds. The Bonds may not be redeemed prior to maturity except as provided in this Bond and in the Trust Agreement. The Bonds maturing on or after April 1, 2037, are subject to redemption at the County's option in whole or in part on any date on or after April 1, 2036, upon payment of the principal amount to be prepaid plus interest accrued to the redemption date, without premium. If less than all the Bonds are to be redeemed pursuant to this provision, they will be redeemed among maturities in any manner the County chooses. The Trustee, from amounts received from or on behalf of the County, will redeem Bonds maturing on April 1, 20 on April 1 in years and amounts upon payment of 100% of the principal amount thereof plus interest accrued to the redemption date, as follows: 28 55 Year Amount ($1 [To come] *Final maturity [Additional term bond] The amount of Bonds to be redeemed on any sinking fund payment date may be reduced in accordance with the provisions of the Trust Agreement. If less than all the Bonds of any maturity are called for redemption,the Trustee will select the Bonds to be redeemed by lot; provided,however,that so long as a book- entry system with DTC is used for recording beneficial ownership of Bonds, if less than all of the Bonds within a maturity are to be redeemed, DTC and its participants will determine which of the Bonds within any such maturity are to be redeemed. In any case, (1) the portion of any Bond to be prepaid will be in the principal amount of $5,000 or some integral multiple thereof, and (2) in selecting Bonds for redemption, each Bond will be considered as representing that number of Bonds which is obtained by dividing the principal amount of that Bond by$5,000. If a portion of a Bond is called for redemption, a new Bond in principal amount equal to the unpaid portion will be issued to the registered owner upon the surrender of the Bond. The Trustee will send notice of redemption to DTC or its nominee as the Owner of the Bonds as provided in the Trust Agreement. The Trustee will send the notice not more than 60 days nor less than 30 days prior to the date fixed for redemption. Neither the Trustee nor the County is responsible for sending notices of redemption to anyone other than DTC or its nominee, so long as all the Bonds to be redeemed are held in a book-entry-only form with DTC. If on or before the date fixed for redemption funds have been deposited with the Trustee to pay the principal and interest accrued to the redemption date with respect to the Bonds called for redemption, the Bonds or portions thereof thus called for redemption will cease to accrue interest from and after the redemption date, will 29 56 no longer be entitled to the benefits provided by the Trust Agreement, and will not be deemed to be Outstanding under the Trust Agreement. The Owner of this Bond has no right to enforce the provisions of the Trust Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Agreement. Changes to or supplements of the Trust Agreement may be made to the extent and in the circumstances permitted by the Trust Agreement. Ownership of this Bond will be registered on the Bond register (as provided for in the Trust Agreement) to be kept for that purpose by the Trustee, which will act as Bond registrar for the Bonds. This Bond may be exchanged, and its transfer may be effected, only by the Owner hereof in person or by attorney duly authorized in writing at the designated office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement, and upon surrender and cancellation of this Bond. Upon exchange or registration of such transfer a new registered Bond or Bonds of the same maturity and interest rate and of authorized denomination or denominations for the same aggregate principal amount will be issued in exchange therefor. The County and the Trustee may deem and treat the person in whose name this Bond will be registered on the Bond register as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal of and interest due on this Bond and for all other purposes, and neither the County nor the Trustee will be affected by any notice to the contrary, except that interest payments will be made to the persons shown as Owners on the Trustee's registration books on the Record Date, which is the end of the calendar day on the 15th day of the month (whether or not a business day) preceding each Payment Date. All acts, conditions and things required by the Constitution and laws of the State of North Carolina to happen, exist or be performed precedent to and in the execution and delivery of this Bond have happened, exist and have been performed. This Bond and the issue of which it is a part are issued with the intent that North Carolina law will govern this Bond and all matters of its interpretation. 30 57 This Bond will not be entitled to any benefit under the Trust Agreement or be valid or obligatory for any purpose until the Trustee has executed the Certificate of Authentication appearing on this Bond. [The remainder of this page has been left blank intentionally.] 31 58 IN WITNESS WHEREOF, the County has caused this instrument to be signed, sealed and delivered by duly authorized County Representatives, as of the day and year first above written. (SEAL) ORANGE COUNTY, ATTEST: NORTH CAROLINA By: Laura Jensen Travis Myren Clerk, Board of Commissioners County Manager [Orange County, North Carolina [$27,000,000] Limited Obligation Bonds, Series 2026B] 32 59 This Bond has been approved under the provisions of Section 160A-20 and Article 8, Chapter 159 of the General Statutes of North Carolina. Denise Canada Secretary, North Carolina Local Government Commission By [Denise Canada or Designated Assistant] CERTIFICATE OF AUTHENTICATION This Bond is one of the 2026B Bonds referred to in the Sixth Supplemental Trust Agreement dated as of August 1, 2026 (the "Trust Agreement"), between Orange County, North Carolina, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). Date of Authentication: The Bank of New York Mellon Trust Company, N.A., as Trustee By: Authorized Representative [Orange County, North Carolina [$27,000,000] Limited Obligation Bonds, Series 2026131 33 60 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or type transferee's name and address, including zip code) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE: the within bond and all rights thereunder, hereby irrevocably constituting and appointing , Attorney, to transfer said certificate on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: (Signature of Owner) NOTICE: The signature above must NOTICE: Signature(s) must be correspond with the name the Owner guaranteed by a participant in the as it appears on the front of this Securities Transfer Agent Medallion certificate in every particular without Program ("STAMP") or similar alteration or enlargement or any program change whatsoever. 34 61 EXHIBIT D - Schedule of Payments on 2026B Bonds Principal is payable in the amounts and on the dates as shown below, subject to redemption of the 2026B Bonds as provided in this Supplemental Agreement. Interest is payable on the dates shown below. The 2026B Bonds will bear interest from the Closing Date until paid at the rates shown in Section 1.04. The schedule below shows the expected interest payment amounts. The County's obligation with respect to the 2026B Bonds on each Payment Date is the amount shown below as the "total payment" for that date, subject to adjustment as provided in Section 3.05(c) of the 2018 Agreement. Payments are due to the Bondholders on the indicated Payment Dates. The County will deposit the amounts required for payment with the Trustee by the 25th day of the month preceding the Payment Date. Payment Date Principal($) Interest ($) Total Payment ($) 35 62 Exhibit E - Form of Requisition [Date] The Bank of New York Mellon Trust Company, N.A.,as Trustee Attention: Corporate Trust Regarding: Requisition under a Sixth Supplemental Trust Agreement dated as of August 1, 2026, with Orange County, North Carolina To the Trustee: Pursuant to the terms and conditions of the above-referenced Trust Agreement, the County authorizes and requests the disbursement of funds from the "Orange County 2026B Project Fund" established under that Trust Agreement for the costs described below. Capitalized terms used in this requisition and not otherwise defined have the meanings ascribed in the Trust Agreement. This is requisition number from the Orange County 2026B Project Fund. Total Amount for Disbursement Payee Payee's address or wiring instructions 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 Bond Payments and estimated Additional Payments due in the current fiscal year. 36 63 2. The purpose of this disbursement is for payment of 2026B Project Costs as provided for in the Trust Agreement. 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. S. This requisition contains no items representing payment on account of any percentage entitled to be retained on the date of this requisition. 6. No Event of Default is continuing, and no event or condition is existing which, with notice or lapse of time or both, would become an Event of Default. 7. The County has insurance in place that complies with the insurance requirements of the Trust Agreement. 8. No portion of the amounts set forth in this requisition represents amounts paid or payable as North Carolina state sales taxes. ORANGE COUNTY, NORTH CAROLINA By: (Exhibit Form Only-Do Not Si�an� Title: County Representative 1 64 Attachment 4 s PRELIMINARY OFFICIAL STATEMENT DATED JULY_,2026 � NEW ISSUE BOOK-ENTRY ONLY Ratings:Moody's:Aal S&P: [_] .2 Fitch: [_] In the opinion of Bond Counsel and subject to the qualifications described in this Official Statement, interest on the 2026B Bonds is not included in gross income for federal income tax purposes, and interest on the 2026B Bonds is exempt from State of North Carolina income taxes.See the section "TAX TREATMENT"in this Official Statement for additional information regarding tax consequences arising from ownership of, or receipt of interest on, the 2026B Bonds. $[Par Amount]* ORANGE COUNTY,NORTH CAROLINA LIMITED OBLIGATION BONDS, SERIES 2026B 2 .a �r4 cats, o WN Dated:Date of Delivery Due: April 1,as shown on the inside front cover h This Official Statement has been prepared by Orange County,North Carolina(the"County")to provide information on ° the 2026B Bonds described herein. Selected information is presented on this cover page for the convenience of the user. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. oSecurity: The payment by the County of the principal of and interest on the 2026B Bonds is limited to funds appropriated for that purpose by the Board of Commissioners for the County in its sole y discretion, except to the extent payable from Bond proceeds, investment earnings, Net U Proceeds related to casualty or condemnation proceeds, or amounts derived from the enforcement of remedies on default. U As security for the 2026B Bonds,the Prior Bonds and all other Bonds issued under the Trust Agreement(as such terns are defined herein),the County has executed and delivered a deed Z of trust,as amended,and will execute and deliver a supplement to such deed of trust,granting, o among other things, a lien of record on the Mortgaged Property subject to Permitted 7 Q � Encumbrances(as such terms are defined herein). e 2 c o THE OBLIGATION TO MAKE PAYMENTS WITH RESPECT TO THE 2026B BONDS IS NOT A GENERAL OBLIGATION OF THE COUNTY,AND THE TAXING POWER OF THE COUNTY IS NOT PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONIES DUE TO THE OWNERS OF THE 'o 2026B BONDS. See the caption"SECURITY AND SOURCES OF PAYMENT OF 2026B BONDS"herein. Us � o Redemption: The 2026B Bonds are subject to redemption as described herein. Oo Purpose: Proceeds of the 2026B Bonds will be used to (1) finance the acquisition, construction, E~ equipping and improvement of the County's Crisis Diversion Center as further described o herein and(2)pay certain costs incurred in connection with the issuance of the 2026B Bonds. o Interest Payment Dates: April 1 and October 1 of each year,commencing April 1,2027 Denomination: $5,000 or integral multiples thereof q o° Delivery: On or about August_,2026 v ° Bond Counsel: Sanford Holshouser PLLC w n County Attorney: John L.Roberts,Esq. Financial Advisor: Davenport&Company LLC Underwriters'Counsel: McGuireWoods LLP Trustee: The Bank of New York Mellon Trust Company,N.A. a O y � � � o Truist Securities Ramirez & Co., Inc. 5 0 . The date of this Official Statement is July 2026. w ,U Y � � U O Preliminary,subject to change. 65 MATURITY SCHEDULE FOR 2026B BONDS' Due Principal Interest April Amount Rate Yield CUSIP** 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 Preliminary,subject to change. *°CUSIP®is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright©2026 CUSIP Global Services. All rights reserved. CUSIP data herein is provided by S&P Capital IQ,a division of McGraw-Hill Financial,Inc. The CUSIP data herein is provided solely for the convenience of reference only,and neither the County nor the Underwriters make any representation to the correctness of the CUSIP numbers either as printed on the 2026B Bonds or as contained herein. 66 IN CONNECTION WITH THIS OFFERING, TRUIST SECURITIES, INC. AND RAMIREZ & CO., INC. (THE "UNDERWRITERS")MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2026B BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesman or other person has been authorized to give any information or to make any representation other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy,nor shall there be any sale of the 2026B Bonds by any person in any jurisdiction in which it is not lawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County and other sources that are deemed to be reliable. NEITHER THE 2026B BONDS NOR THE TRUST AGREEMENT(AS SUCH TERMS ARE DEFINED HEREIN)HAVE BEEN REGISTERED OR QUALIFIED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF THE PROVISIONS OF SECTION 3(a)(2)OF THE SECURITIES ACT OF 1933,AS AMENDED AND SECTION 304(a)(4)OF THE TRUST INDENTURE ACT OF 1939,AS AMENDED.THE REGISTRATION OR QUALIFICATION OF THE 2026B BONDS OR THE TRUST AGREEMENT IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAW OF THE STATES IN WHICH THE 2026B BONDS HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES,SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING,INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. All quotations from and summaries and explanations of laws and documents herein do not purport to be complete,and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE,AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE OF THE 2026B BONDS SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COUNTY SINCE THE DATE HEREOF. References to website addresses presented herein (including the appendices hereto) are for informational purposes only and may be in the form of hyperlinks solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not intended to be active hyperlinks or incorporated into,and are not part of,this Official Statement for purposes of,and as that term is defined in,Rule 15c2-12 under the Securities Exchange Act of 1934,as amended. The information set forth herein has been obtained from sources which are believed to be reliable and is in a form deemed final by the County for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain information permitted to be omitted under Rule 15c2-12(b)(1)). The information contained herein is subject to change after the date of this Official Statement,and this Official Statement speaks only as of its date. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction,but the Underwriters do not guarantee the accuracy or completeness of such information. 67 ORANGE COUNTY,NORTH CAROLINA BOARD OF COMMISSIONERS Jean Hamilton, Chair Amy Fowler,Vice Chair Jamezetta Bedford Marilyn Carter Sally Greene Earl McKee Phyllis Portie-Ascott COUNTY STAFF Travis Myren........................................................................................................................County Manager Caitlin Fenhagen..................................................................................................... Deputy County Manager Gary Donaldson.........................................................................................................Chief Financial Officer KirkVaughn..........................................................................................................................Budget Director JohnL. Roberts,Esq............................................................................................................County Attorney BOND COUNSEL Sanford Holshouser PLLC FINANCIAL ADVISOR Davenport& Company LLC 68 TABLE OF CONTENTS Page INTRODUCTION.......................................................................................................................................1 TheCounty .....................................................................................................................................1 Purpose ...........................................................................................................................................1 Security...........................................................................................................................................2 The2026B Bonds...........................................................................................................................3 AdditionalBonds............................................................................................................................3 Book-Entry Only.............................................................................................................................3 TaxStatus .......................................................................................................................................3 Professionals...................................................................................................................................3 AdditionalInformation...................................................................................................................3 THE2026B BONDS....................................................................................................................................4 Authorization..................................................................................................................................4 General ...........................................................................................................................................4 RedemptionProvisions...................................................................................................................5 SECURITY AND SOURCES OF PAYMENT OF 2026B BONDS...........................................................6 General ...........................................................................................................................................6 Payment of Bonds; Limited Obligation; Budget and Appropriations.............................................6 TrustAgreement.............................................................................................................................7 Deedof Trust..................................................................................................................................7 Enforceability..................................................................................................................................8 AdditionalBonds............................................................................................................................9 Useof Net Proceeds........................................................................................................................9 AVAILABLE SOURCES FOR PAYMENT...............................................................................................9 General ...........................................................................................................................................9 GeneralFund Revenues..................................................................................................................9 THE PLAN OF FINANCE..........................................................................................................................9 TheProjects..................................................................................................................................10 TheMortgaged Property...............................................................................................................10 ESTIMATED SOURCES AND USES OF FUNDS .................................................................................12 TOTAL ANNUAL DEBT SERVICE REQUIREMENTS........................................................................13 CERTAIN RISKS OF 2026B BOND OWNERS......................................................................................13 Insufficiency of Payments.............................................................................................................13 Riskof Nonappropriation .............................................................................................................14 Valueof Collateral........................................................................................................................14 UninsuredCasualty.......................................................................................................................14 Outstanding General Obligation Debt of the County....................................................................15 EnvironmentalRisks.....................................................................................................................15 AdditionalBonds..........................................................................................................................15 Bankruptcy....................................................................................................................................15 Cybersecurity................................................................................................................................16 ClimateChange.............................................................................................................................16 THECOUNTY..........................................................................................................................................16 General .........................................................................................................................................16 FinancialInformation....................................................................................................................16 LEGALMATTERS...................................................................................................................................17 Litigation.......................................................................................................................................17 Opinionsof Counsel .....................................................................................................................17 i 69 TABLE OF CONTENTS (continued) Page TAXTREATMENT..................................................................................................................................17 Opinionof Bond Counsel.............................................................................................................17 OriginalIssue Premium................................................................................................................19 OriginalIssue Discount.................................................................................................................19 CONTINUING DISCLOSURE OBLIGATION.......................................................................................19 The County's Continuing Disclosure Compliance.......................................................................22 UNDERWRITING ....................................................................................................................................22 RATINGS..................................................................................................................................................23 MISCELLANEOUS..................................................................................................................................23 Appendix A The County Appendix B Management's Discussion and Analysis and the Basic Financial Statements of Orange County,North Carolina Appendix C Summary of Principal Legal Documents Appendix D Form of Opinion of Bond Counsel Appendix E Book-Entry Only System ii 70 $[Par Amount] Orange County,North Carolina Limited Obligation Bonds, Series 2026B INTRODUCTION The purpose of this Official Statement,which includes the Appendices hereto,is to provide certain information in connection with the Orange County, North Carolina Limited Obligation Bonds, Series 2026B in the aggregate principal amount of$[Par Amount]"(the"2026B Bonds"). The 2026B Bonds will be issued pursuant to a Trust Agreement dated as of June 1,2018(the"2018 Trust Agreement"), as previously supplemented and as supplemented by a Sixth Supplemental Trust Agreement dated as of August 1,2026 (the"Sixth Supplemental Trust Agreement" and,together with the 2018 Trust Agreement,as previously supplemented,the"Trust Agreement"),each between Orange County, North Carolina (the "County") and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). Pursuant to the Trust Agreement, the County has previously issued its (1) $7,510,000 Limited Obligation Bonds, Series 2018 (the "2018 Bonds"), of which $2,800,000 in principal amount is currently Outstanding, (2) $14,135,000 Limited Obligation Bonds, Series 2019A (the "2019A Bonds"), of which $8,005,000 in principal amount is currently Outstanding,(3)$29,745,000 Limited Obligation Bonds,Series 2019B (the "2019B Bonds"), of which $14,135,000 in principal amount is currently Outstanding, (4) $40,731,000 Limited Obligation Bonds,Series 2020(the"2020 Bonds"),of which$28,362,000 in principal amount is currently Outstanding, (5) $41,535,000 Limited Obligation Bonds, Series 2022 (the "2022 Bonds"), of which$33,671,000 in principal amount is currently Outstanding, and(6) $27,435,000 Limited Obligation Bonds,Series 2026A(the"2026A Bonds"and,together with the 2018 Bonds,the 2019A Bonds, the 2019B Bonds, the 2020 Bonds and the 2022 Bonds, the "Prior Bonds"), of which $27,435,000 in principal amount is currently Outstanding. Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto under the caption"DEFINITIONS." This Introduction provides only certain limited information with respect to the contents of this Official Statement and is expressly qualified by the Official Statement as a whole. Prospective investors should review the full Official Statement and each of the documents summarized or described herein. This Official Statement speaks only as of its date,and the information contained herein is subject to change. THE COUNTY The County is a political subdivision of the State of North Carolina(the"State"). See Appendix A, "THE COUNTY,"hereto for certain information regarding the County. The County's most recent audited financial statements are contained in Appendix B hereto. PURPOSE The 2026B Bonds are being issued in order to (1) finance the acquisition, construction, equipping and improvement of the County's Crisis Diversion Center as further described herein and(2)finance certain costs incurred in connection with the execution and delivery of the 2026B Bonds. See "THE PLAN OF FINANCE" and"ESTIMATED SOURCES AND USES OF FUNDS"herein. 'Preliminary,subject to change. 71 SECURITY The payment by the County of the principal of and interest on the 2026B Bonds is limited to funds appropriated for that purpose by the Board of Commissioners for the County in its sole discretion, except to the extent payable from Bond proceeds, investment earnings, Net Proceeds related to casualty or condemnation proceeds, or amounts derived from the enforcement of remedies on default. As security for the 2026B Bonds,the Prior Bonds and any additional bonds issued under the Trust Agreement on a parity therewith(the"Additional Bonds"and,together with the 2026B Bonds and the Prior Bonds, the"Bonds"),the County has executed and delivered to a deed of trust trustee (the "Deed of Trust Trustee"), for the benefit of the Trustee, a Deed of Trust dated as of June 1, 2018 (as previously supplemented and amended, the "Existing Deed of Trust"), granting a lien of record on the sites of the County's Government Services Annex located in Hillsborough,North Carolina(the"Government Services Annex"), the County's Link Center (the "Link Center"), the County District Attorney's office building located in Hillsborough, North Carolina (the "District Attorney's Building"), the County's Northern Campus located in Hillsborough, North Carolina (the "Northern Campus"), the County's Meadowlands Emergency Operations Center located in Hillsborough, North Carolina (the "Emergency Operations Center"),the County's Southern Campus located in Chapel Hill,North Carolina(the"Southern Campus"), the County's Emergency Medical Services building located in Efland, North Carolina (the "Efland EMS Center"), the County's Justice Center located in Hillsborough, North Carolina (the "Justice Center"), the County's planned Crisis Diversion Center located in Hillsborough, North Carolina (the "Crisis Diversion Center"),and the real estate improvements thereon and appurtenances thereto(collectively,the"Mortgaged Property"), all as more particularly described in the Existing Deed of Trust subject only to Permitted Encumbrances(as defined in Appendix C hereto). In connection with the issuance of the 2026B Bonds, the County will execute and deliver to the Deed of Trust Trustee, for the benefit of the Trustee, a Deed of Trust Supplement#6 dated as of August 1, 2026 (the "Sixth Deed of Trust Supplement"), supplementing the Existing Deed of Trust (as so supplemented, the "Modified Deed of Trust") and confirming that the Mortgaged Property, subject to Permitted Encumbrances,will secure the 2026B Bonds. The Modified Deed of Trust authorizes future obligations evidenced by Additional Bonds as described below, to be secured by the Modified Deed of Trust, provided that the total amount of present and future obligations secured by the Modified Deed of Trust at any one time does not exceed$200,000,000 and such future obligations are incurred not later than 30 years from June 1, 2018. In addition,the County will grant to the Trustee a lien on and security interest in all moneys held by the Trustee in the funds and accounts created under the Trust Agreement. If a default occurs under the Trust Agreement,the Trustee is authorized to direct the Deed of Trust Trustee to foreclose on the Mortgaged Property and apply the proceeds received as a result of any such foreclosure to the payment of the amounts due to the owners of the 2026B Bonds and the Prior Bonds, subject to the rights of the owners of any other Bonds. No assurance can be given that any such proceeds will be sufficient to pay the principal of and the interest on the Bonds. In addition,no deficiency judgment can be rendered against the County if the proceeds from any such foreclosure sale(together with other funds that may be held by the Trustee under the Trust Agreement) are insufficient to pay the Bonds in full. The 2026B Bonds do not constitute a pledge of the County's faith and credit within the meaning of any constitutional provision. See the caption "SECURITY AND SOURCES OF PAYMENT OF 2026B BONDS"herein. 2 72 THE 2026B BONDS The 2026B Bonds will be dated as of their date of delivery. Interest is payable on April 1 and October 1 of each year,beginning April 1, 2027, at the rates set forth on the inside front cover page of this Official Statement. Principal is payable, subject to redemption as described herein, on April 1 in the years and in the amounts set forth on the inside front cover page of this Official Statement. ADDITIONAL BONDS Under the conditions described in the Trust Agreement, without the approval or consent of the Owners of the then-outstanding Bonds and without notice to such Owners,the County may issue Additional Bonds secured on parity with the 2026B Bonds and the Prior Bonds to provide funds (a)to expand or improve the Pledged Facilities,(b)to construct further improvements to the Pledged Sites,(c)to refund any Outstanding Bonds, (d)to pay financing costs or establish reserves in connection with the issuance of Additional Bonds, (e)for any other purpose that may be allowed by law from time to time, including the acquisition and construction of additional public facilities,whether or not those facilities are related to the Pledged Facilities or the Pledged Sites,or(f)for any combination of such purposes. BOOK-ENTRY ONLY The 2026B Bonds will be delivered in book-entry form only without physical delivery of certificates to beneficial owners of the 2026B Bonds. Payments to beneficial owners of the 2026B Bonds will be made by The Depository Trust Company ("DTC"), a New York corporation, and its participants. See Appendix E, "BOOK-ENTRY ONLY SYSTEM" hereto. So long as Cede & Co. is the registered owner of the 2026B Bonds, references herein to registered owner or Owners of the 2026B Bonds means Cede&Co. and not the beneficial owners of the 2026B Bonds. TAx STATUS In the opinion of Bond Counsel and subject to the qualifications described in this Official Statement, interest on the 2026B Bonds is not included in gross income for federal income tax purposes, and interest on the 2026B Bonds is exempt from State of North Carolina income taxes. See the section "TAX TREATMENT" below for additional information regarding tax consequences arising from ownership of or receipt of interest on the 2026B Bonds, including information regarding the application of federal alternative minimum tax provisions and certain other tax consequences. PROFESSIONALS Truist Securities, Inc. and Ramirez & Co., Inc. (the "Underwriters") are underwriting the 2026B Bonds. The Bank of New York Mellon Trust Company, N.A. is serving as Trustee with respect to the 2026B Bonds. Davenport & Company LLC is serving as the County's financial advisor. Sanford Holshouser PLLC is serving as Bond Counsel. John L. Roberts, Esq. is the County Attorney. McGuireWoods LLP is serving as counsel to the Underwriters. ADDITIONAL INFORMATION Summaries of the Trust Agreement and the Modified Deed of Trust, including a list of definitions of certain terms, are included as Appendix C. All quotations from and summaries and explanations of the Trust Agreement and the Modified Deed of Trust contained in this Official Statement, including in Appendix C, do not purport to be complete. Reference is made to such documents for full and complete statements of their respective provisions. 3 73 Additional information and copies in reasonable quantity of the principal financing documents may be obtained from the County at 131 West Margaret Lane, Third Floor, PO Box 8181, Hillsborough,North Carolina 27278,Attention: Chief Financial Officer. Copies of such documents can also be obtained during the offering period from Truist Securities,Inc.at 214 N.Tryon Street, 15th Floor,Charlotte,North Carolina 28202. After the offering period, copies of such documents may be obtained from the Trustee at 4655 Salisbury Road, Suite 300,Jacksonville,Florida 32256. THE 2026B BONDS AUTHORIZATION The County is issuing the 2026B Bonds pursuant to the provisions of Section 20 of Chapter 160A of the North Carolina General Statutes and Article 8 of Chapter 159 of the North Carolina General Statutes, each as amended(collectively, the "Act"), and a resolution of the Board of Commissioners of the County adopted on July 9,2026. Each 2026B Bond will be deemed an"installment contract"under the Act. In addition, the County's issuance of the 2026B Bonds is expected to be approved by the North Carolina Local Government Commission(the"LGC")on July 7,2026. The LGC is a division of the State Treasurer's office charged with general oversight of local government finance in the State of North Carolina (the "State"). LGC approval is required for substantially all bond issues and other local government financing arrangements in the State. Before approving an installment financing (which includes the financing arrangement for the 2026B Bonds), the LGC must determine, among other things, that (1) the proposed financing is necessary and expedient, (2)the financing,under the circumstances, is preferable to a general obligation or revenue bond issue for the same purpose, and (3) the sums to fall due under the proposed financing are not excessive for the local government. GENERAL Payment Terms. The 2026B Bonds will be dated their date of delivery. Interest on the 2026B Bonds is payable on each April 1 and October 1 (the "Payment Dates"), beginning April 1, 2027, at the rates set forth on the inside front cover page of this Official Statement(calculated on the basis of a 360-day year consisting of twelve 30-day months). Interest payments will be made to the person shown as the owner of the 2026B Bonds as of the applicable Record Date. "Record Date" means the end of the calendar day on the 15th day of the month(whether or not a Business Day)preceding a Payment Date. Principal on the 2026B Bonds is payable on April 1 in the years and amounts set forth on the inside front cover page of this Official Statement. Payments will be effected through DTC. See Appendix E, "BOOK-ENTRY ONLY SYSTEM"hereto. Registration and Exchange. So long as DTC or its nominee is the registered owner of the 2026B Bonds,transfers and exchanges of beneficial ownership interests in the 2026B Bonds will be available only through DTC Participants and DTC Indirect Participants. See Appendix E, "BOOK-ENTRY ONLY SYSTEM" hereto. The Trust Agreement describes provisions for transfer and exchange applicable if a book-entry system is no longer in effect. These provisions generally provide that the transfer of the 2026B Bonds is registrable by the Owners thereof,and the 2026B Bonds may be exchanged for an equal aggregate, unredeemed principal amount of 2026B Bonds of the authorized denomination and of the same maturity and interest rate, only upon presentation and surrender of the 2026B Bonds to the Trustee at the principal corporate trust office of the Trustee together with an executed instrument of transfer in a form approved by the Trustee in connection with any transfer. The Trustee may require the person requesting any transfer or exchange to reimburse it for any shipping and tax or other governmental charge payable in connection therewith. 4 74 REDEMPTION PROVISIONS Optional Redemption. The 2026B Bonds maturing on or after April 1, 20_ are subject to redemption at the County's option,in whole or in part on any date on or after April 1,20_,upon payment of the principal amount to be redeemed plus interest accrued to the redemption date,without premium. Mandatory Sinking Fund Redemption. The 2026B Bonds maturing on April 1, 20 , are subject to mandatory sinking fund redemption, at a redemption price equal to the principal amount to be redeemed plus accrued interest,if any,to the redemption date,without premium,on April 1,in the years and amounts as follows: Year Amount *Maturity. Selection. If less than all of the 2026B Bonds are to be optionally redeemed as described above, the County in its discretion may elect which maturities of 2026B Bonds are to be redeemed. If less than all the 2026B Bonds of any maturity are to be redeemed, the Trustee shall select the 2026B Bonds to be redeemed by lot;provided,however,that so long as a book-entry system with DTC is used for determining beneficial ownership of 2026B Bonds,if less than all the 2026B Bonds within a maturity are to be redeemed, the parties agree that DTC may determine which of the 2026B Bonds within the maturity are to be redeemed in accordance with DTC's then-current rules and procedures. In any case, (1)the portion of any 2026B Bond to be redeemed must be in the principal amount of $5,000 or some multiple thereof, and(2) in selecting 2026B Bonds for redemption, each 2026B Bond will be considered as representing that number of 2026B Bonds which is obtained by dividing the principal amount of that 2026B Bond by$5,000.If a portion of a 2026B Bond is called for redemption,a new 2026B Bond of the same series and maturity in principal amount equal to the unpaid portion will be delivered to the registered owner upon the surrender of the 2026B Bond. Effect of Call for Redemption. If on or before the date fixed for redemption funds are deposited with the Trustee to pay the principal and interest accrued to the redemption date with respect to the 2026B Bonds called for redemption,the 2026B Bonds or portions of the 2026B Bonds called for redemption cease to accrue interest from and after the redemption date, and thereafter those 2026B Bonds (1) are no longer entitled to the benefits provided by the Trust Agreement and (2) are not deemed to be Outstanding under the Trust Agreement. Notice of Redemption. The Trustee, at the County's direction, upon being satisfactorily indemnified with respect to expenses and with at least two Business Days' notice, will send notice of redemption no less than 30 nor more than 60 days prior to the redemption date, as follows: (1)with respect to any 2026B Bonds being called for redemption for which DTC or its nominee is the registered owner,to DTC, in whatever manner may be provided for under DTC's then-current rules and procedures(and if the Trustee is unable to determine those rules,by registered or certified mail,return receipt requested);(2)with respect to any 2026B Bonds for which no book-entry only system of registration is in effect,to each of the registered owners of those 2026B Bonds at their addresses as shown on the Trustee's registration books,by registered or certified mail;and(3)in any case,both(A)to the Municipal Securities Rulemaking Board for posting on its"EMMA"continuing disclosure system,or any successor system, and(B)to the LGC. 5 75 Failure to give any notice specified in(1)or(2), as applicable, or any defect in that notice,will not affect the validity of any proceedings for the redemption of any 2026B Bonds with respect to which no failure has occurred. Failure to give any notice specified in(3), or any defect in that notice,will not affect the validity of any proceedings for the redemption of any 2026B Bonds with respect to which the notice specified in (1) or (2) is correctly given. Any notice mailed as provided in the Trust Agreement will conclusively be presumed to have been given regardless of whether received by any Owner. Notwithstanding anything in the Trust Agreement to the contrary,the only remedy for the Trustee's failure to post any notice with the EMMA system will be an action by the holders of the 2026B Bonds, as applicable,in mandamus for specific performance or similar remedy to compel performance. Any redemption notice, except a redemption notice in respect of a sinking fund payment date,may state that the redemption to be effected is conditioned upon (1) the Trustee's receipt on or prior to the redemption date of moneys sufficient to pay the principal of and premium,if any,and interest on the 2026B Bonds to be redeemed; or (2) any other condition not unacceptable to the Trustee. If a notice contains a condition and the Trustee either(i)does not receive moneys sufficient to pay the principal of and premium, if any,and interest on the 2026B Bonds on or prior to the redemption date,or(ii)the stated condition is not fulfilled,in either case on or prior to the redemption date,then redemption will not be made and the Trustee must,within a reasonable time, give notice in a manner in which the redemption notice was given that the moneys were not so received(or condition was not fulfilled) and the redemption was not made. SECURITY AND SOURCES OF PAYMENT OF 2026B BONDS GENERAL The 2026B Bonds are payable from payments to be made by the County pursuant to the Trust Agreement and from certain other moneys, including certain Net Proceeds, if any, and certain amounts realized from any sale or lease of the Mortgaged Property, which payments and other moneys have been pledged to such payment as provided in the Trust Agreement. PAYMENT OF BONDS;LIMITED OBLIGATION;BUDGET AND APPROPRIATIONS The County shall cause to be paid,when due,the principal of(whether at maturity,by acceleration, or otherwise) and the premium, if any, and interest on the Bonds at the places, on the dates and in the manner described in the Trust Agreement. The County is obligated to pay Additional Payments in amounts sufficient to pay the fees and expenses of the Trustee,taxes or other expenses required to be paid pursuant to the Trust Agreement. Additional Payments are to be paid by the County directly to the person or entity to which such Additional Payments are owed. In the Trust Agreement,the County agrees to include in the initial proposal for each of the County's annual budgets for review and consideration by the Board of Commissioners for the County, in any Fiscal Year, items for all Bond Payments and the reasonably estimated Additional Payments coming due in such Fiscal Year. Notwithstanding that the initial proposed budget includes an appropriation for Bond Payments and Additional Payments,the Board of Commissioners may determine not to include such an appropriation in the final County budget for such Fiscal Year;further,the Board of Commissioners may amend an adopted budget to reduce or delete an approved appropriation. An Event of Nonappropriation constitutes an Event of Default under the Trust Agreement, which entitles the Trustee to exercise its remedies under the Trust Agreement, including its rights to foreclose on the Mortgaged Property under the Modified Deed of Trust. 6 76 IN CONNECTION WITH THE BOND PAYMENTS AND THE ADDITIONAL PAYMENTS, THE APPROPRIATION OF FUNDS THEREFOR IS WITHIN THE SOLE DISCRETION OF THE BOARD OF COMMISSIONERS OF THE COUNTY. TRUST AGREEMENT Under the Trust Agreement,the County has granted to the Trustee for the benefit of the Owners of the Bonds a lien on and security interest in all moneys and securities from time to time held by the Trustee under the Trust Agreement. DEED OF TRUST General. In connection with the execution and delivery of the Prior Bonds, the County executed and delivered the Existing Deed of Trust to provide security for its obligations under the Trust Agreement by granting a lien of record on the Existing Mortgaged Property. In connection with the execution and delivery of the 2026B Bonds,the County will execute and deliver the Sixth Deed of Trust Supplement. The Modified Deed of Trust secures the Prior Bonds,the 2026B Bonds and any Additional Bonds issued under the Trust Agreement. ONLY THE SITES ON WHICH(1) THE GOVERNMENT SERVICES ANNEX, (2) THE LINK CENTER, (3) THE DISTRICT ATTORNEY'S BUILDING, (4) THE NORTHERN CAMPUS, (5) THE EMERGENCY OPERATIONS CENTER, (6)THE SOUTHERN CAMPUS, (7) THE EFLAND EMS CENTER, (8) THE JUSTICE CENTER AND (9) THE CRISIS DIVERSION CENTER ARE LOCATED WILL BE INCLUDED IN THE DEFINITION OF "MORTGAGED PROPERTY" AND, CONSEQUENTLY, SUCH REAL PROPERTY AND ANY IMPROVEMENTS THEREON WILL BE SUBJECT TO THE LIEN CREATED BY THE MODIFIED DEED OF TRUST. See "THE PLAN OF FINANCE" herein. The Modified Deed of Trust authorizes future obligations evidenced by Additional Bonds executed and delivered under the Trust Agreement to be secured by the Modified Deed of Trust, provided that the total amount of present and future obligations secured thereby at any one time does not exceed $200,000,000 and such future obligations are incurred not later than 30 years from June 1,2018. The Modified Deed of Trust will be recorded in the office of the Register of Deeds of Orange County, North Carolina and the liens created thereby with respect to a portion of the Mortgaged Property will be insured by a title insurance policy. The title insurance policy insures the County's title to the sites comprising the Mortgaged Property. The title insurance policy is subject to certain exceptions described therein, including a survey exception with respect to certain portions of the Mortgaged Property. Release of Security. The Trustee is required, upon the County's direction and at any time, to execute and deliver all documents necessary to effect the release of all or a portion of the Mortgaged Property from the lien of the Modified Deed of Trust upon the County's compliance with the following requirements: (a) The County must file with the Trustee a certificate executed by a County Representative, (i) stating that(A)no Event of Default is continuing, (B)that the grant or release will not materially impair the intended use of the property remaining subject to the Modified Deed of Trust and(C)the release complies with the requirements of the Modified Deed of Trust, (ii) providing a copy of the proposed instrument of grant or release, including a complete legal description of the property to be released, (iii) providing a written application signed by a County Representative directing such instrument be executed and delivered, and(iv)providing evidence of compliance with(b)or(c)below. 7 77 (b) In the case of a proposed release of all the Mortgaged Property,the County must pay to the Trustee(or other fiduciary)an amount(i)which is sufficient to provide for the payment in full of all Outstanding Bonds in accordance with the Trust Agreement and (ii)which is required to be used for such payment. (c) In connection with the release of a portion (but less than all) of the Mortgaged Property, the County must provide evidence to the Trustee that the appraised, tax or insured value of that portion of the Mortgaged Property that is proposed to remain subject to the lien of the Modified Deed of Trust is not less than 50% of the aggregate principal component of the Bonds Outstanding at the time the release is effected. In addition to the provisions for release described above, the County may from time to time grant easements, licenses, rights-of-way and other similar rights with respect to any part of the Mortgaged Property, and the County may release such interests, with or without consideration, and the County may dispose of any undesirable or unnecessary Fixture, so long as such grant or disposition does not materially impair the intended use of the Mortgaged Property. See"THE DEED OF TRUST—No Transfers; Provision for Releases, Grants of Easements" in Appendix C hereto. ENFORCEABILITY The enforceability of the parties' obligations under the Trust Agreement and the Modified Deed of Trust is subject to bankruptcy, insolvency, reorganization and other laws related to or affecting the enforcement of creditors' rights generally and, to the extent that certain remedies under such instruments require or may require enforcement by a court,to such principles of equity as the court having jurisdiction may impose. NOTWITHSTANDING ANYTHING THEREIN TO THE CONTRARY,THE DELIVERY OF THE 2026B BONDS SHALL NOT BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. IN ADDITION,NEITHER THE 2026B BONDS NOR THE TRUST AGREEMENT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATES THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED IN THE SOLE DISCRETION OF THE BOARD OF COMMISSIONERS FOR ANY FISCAL YEAR IN WHICH THE 2026B BONDS ARE OUTSTANDING. IF THE COUNTY FAILS TO MAKE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE BONDS, THE TRUSTEE MAY DECLARE THE ENTIRE UNPAID PRINCIPAL OF THE BONDS TO BE IMMEDIATELY DUE AND PAYABLE AND DIRECT THE DEED OF TRUST TRUSTEE TO INSTITUTE FORECLOSURE PROCEEDINGS UNDER THE MODIFIED DEED OF TRUST AND PROCEED IN ACCORDANCE WITH LAW TO ATTEMPT TO DISPOSE OF THE MORTGAGED PROPERTY AND APPLY THE PROCEEDS OF SUCH DISPOSITION TOWARD ANY BALANCE OWING BY THE COUNTY ON THE BONDS. NO ASSURANCE CAN BE GIVEN THAT SUCH PROCEEDS WILL BE SUFFICIENT TO PAY ALL PRINCIPAL OF AND INTEREST ON THE BONDS. IN ADDITION, SECTION 160A-20(f)OF THE NORTH CAROLINA GENERAL STATUTES PROVIDES THAT NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY FOR BREACH OF ANY CONTRACTUAL OBLIGATION AUTHORIZED UNDER SECTION 160A-20 AND THAT THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS DUE FROM THE COUNTY. See "THE TRUST AGREEMENT— Defaults and Remedies under Trust Agreement- Acceleration" and"– Other Remedies" and"THE DEED OF TRUST—Defaults and Remedies; Foreclosure" in Appendix C hereto and the caption "CERTAIN RISKS OF 2026B BOND OWNERS"herein. 8 78 ADDITIONAL BONDS Under the conditions described in the Trust Agreement, without the approval or consent of the Owners of the then Outstanding 2026B Bonds, the County may issue Additional Bonds secured on parity with the 2026B Bonds and the Prior Bonds to provide funds(a)to expand or improve the Pledged Facilities, (b)to construct further improvements to the Pledged Sites,(c)to refund any Outstanding Bonds, (d)to pay financing costs or establish reserves in connection with the issuance of Additional Bonds, (e) for any other purpose that may be allowed by law from time to time, including the acquisition and construction of additional public facilities,whether or not those facilities are related to the Pledged Facilities or the Pledged Sites, or (f)for any combination of such purposes. See "THE TRUST AGREEMENT—Additional Bonds"in Appendix C hereto. USE OF NET PROCEEDS The County must elect to use Net Proceeds and other funds available therefor,subject to provisions of the Trust Agreement,to repair and restore the Mortgaged Property or to redeem or defease the Bonds in whole (but not in part) pursuant to the optional redemption provisions described above or the defeasance provisions of the Trust Agreement, as appropriate. The County has no option to redeem the 2026B Bonds from Net Proceeds other than in accordance with the optional redemption provisions described above (which provide for no optional redemption prior to April 1,20). AVAILABLE SOURCES FOR PAYMENT GENERAL The County may pay its obligations under the Trust Agreement from any source of funds,including revenues generated by the projects financed under the Trust Agreement and other facilities in the County, available to it in each year and appropriated therefor until maturity of the 2026B Bonds. GENERAL FUND REVENUES The County's general fund revenues for the fiscal year ended June 30, 2025 were approximately $289.9 million and for the fiscal year ending June 30, 2026 are budgeted to be approximately $306.0 million. General fund revenues are derived from various sources, including property taxes (which account for approximately 71% of the general fund revenues), sales taxes, fees and charges, as well as intergovernmental revenues. For the fiscal year ended June 30, 2025, the County imposed a property tax of$0.8629 per$100 of assessed value, all of which was appropriated to the General Fund by the County's Board of Commissioners. For the fiscal year ending June 30, 2026, the County imposed a property tax of $0.6383 per $100 of assessed value, which rate was determined following a revaluation of real property completed in 2025. A rate of$0.8629 per $100 of assessed value in the fiscal year ended June 30, 2025 generated approximately $206.5 million. A rate of$0.6383 per $100 of assessed value in the fiscal year ending June 30,2026 is estimated to generate approximately$212.9 million. The General Statutes of North Carolina permit counties to impose property taxes of up to $1.50 per $100 of assessed value for certain purposes without the requirement of a voter referendum. See Appendix B hereto for a description of the uses of the County's general fund revenues for the fiscal year ended June 30,2025. THE PLAN OF FINANCE The 2026B Bonds are being issued to provide funds to(1)finance the construction, equipping and improvement of the County's Crisis Diversion Center as further described below and (2) finance certain costs incurred in connection with the execution and delivery of the 2026B Bonds. 9 79 THE PROJECT A portion of the proceeds of the 2026B Bonds will be used to finance the construction, equipping and improving of the Crisis Diversion Center, which will be located on five acres of land on Waterstone Drive in Hillsborough, North Carolina. The Crisis Diversion Center is expected to be an approximately 19,825 square-foot building, which will include a 12-bay behavioral health urgent care unit, a 16-bed facility based crisis unit and a community wing with a peer living room and resource center. THE MORTGAGED PROPERTY The 2026B Bonds, the Prior Bonds and any Additional Bonds will be secured by the Mortgaged Property. The Mortgaged Property includes the sites of the County's Government Services Annex, Link Center,District Attorney's Building,Northern Campus, Emergency Operations Center, Southern Campus, Efland EMS Center,Justice Center,and Crisis Diversion Center (all as described below),and the associated improvements. The "Mortgaged Property" is defined in the Deed of Trust to include these facilities and real estate, and any additional improvements to the facilities and real estate,but generally does not include any equipment or furnishings associated with the property. Government Services Annex. The Government Services Annex is a one-story building consisting of approximately 12,000 square feet on an approximately 9.32-acre site located at 208 South Cameron Street in Hillsborough, North Carolina. The Government Services Annex currently houses the County's Board of Elections and related functions. The County has owned this property since it was built in 1968. A portion of the proceeds of the 2026A Bonds has been or will be used by the County to make certain improvements to the Government Services Annex, including parking lot paving and fire alarm upgrades. The County estimates the insured value of this building (not including equipment, which is generally not part of the Mortgaged Property)to be approximately$3.0 million. Link Center. The Link Center is located at 200 South Cameron Street in Hillsborough, North Carolina. The Link Center previously housed County administrative offices,but has not been in use since 2019 due to structural and environmental issues with the building. The Link Center site is now being redeveloped for use as Sheriff's offices. The project is currently in the design phase and is expected to be completed by 2029. The County estimates the construction cost of the Link Center renovation to be approximately $15.5 million. The County estimates that the insured value of this building (not including equipment,which is generally not part of the Mortgaged Property)to be approximately$4.1 million. District Attorneys Building.The District Attorney's Building is located at 144 East Margaret Lane in Hillsborough,North Carolina. A portion of the proceeds of the 2026A Bonds has been or will be used to make certain improvements to the District Attorney's Building,including the addition of electric vehicle charging stations. The County estimates that the insured value of this building (not including equipment, which is generally not part of the Mortgaged Property)to be approximately$1.7 million. The Government Services Center, the Link Center and the District Attorney's Building are all located on a single 9.2-acre parcel that has a value of approximately$1.2 million. Northern Campus Site. The County's Northern Campus is located on approximately 19 acres of land off U.S. Highway 70 in Hillsborough, North Carolina. The Northern Campus is home to a 144-bed detention center, the Bonnie B Davis Agricultural Center, and a parks and recreation administration building. The insured value of the buildings located on the Northern Campus (not including equipment, which is generally not part of the Mortgaged Property) is approximately $28.5 million. The real estate on which the Northern Campus sits has a tax value of approximately $1.2 million. The County estimates the total value of the Northern Campus to be approximately$29.7 million. 10 80 Emergency Operations Center. The Emergency Operations Center is a two-story building consisting of approximately 22,000 square feet on an approximately three-acre site located in the Meadowlands Office Park in Hillsborough,North Carolina. This facility serves as the headquarters for the County's Emergency Management Services, including Public Safety Answering Point and all other E-911 operations. The County has owned this property since 2005. The County estimates that the insured value of this building (not including equipment, which is generally not part of the Mortgaged Property) to be approximately$9.6 million. Southern Campus. The County's Southern Campus is located at 2551 Homestead Road in Chapel Hill, North Carolina. The Southern Campus is the site of the County's Seymour Senior Center and the Southern Human Services Center. A portion of the proceeds of the 2026A Bonds has been or will be used to make certain improvements to the Southern Campus,including parking lot paving,interior improvements to the Seymour Senior Center and fire alarm upgrades to the Southern Human Services Center. The insured value of the buildings located on the Southern Campus (not including equipment, which is generally not part of the Mortgaged Property) is approximately $8.5 million. The real estate on which the Southern Campus sits has a tax value,according to County tax records,of approximately$14.5 million. The County estimates the total value of the Southern Campus to be approximately$23.0 million. The County has leased an approximately 3-acre portion of the Southern Campus site and certain improvements located thereon to a nonprofit corporation to be used to provide short-term housing for homeless families and individuals. The nonprofit has mortgaged its leasehold interest in the property under two deeds of trust and has agreed to certain restrictive covenants related to the use of the property in connection with one such mortgage. If there were to be a foreclosure on the Southern Campus,the purchaser in such foreclosure would take title to the property subject to such lease and leasehold deeds of trust. The lease and the restrictive covenants are currently scheduled to expire in 2030,but may be extended. Efland EMS Center. The Efland EMS Center is a one-story building consisting of approximately 5,500 square feet on an approximately 5.45-acre site located at 3800 Highway 70 West in Efland. The County estimates that the insured value of this building (not including equipment, which is generally not part of the Mortgaged Property)to be approximately$1.9 million. Justice Center. The County's Justice Center is located at 106 East Margaret Lane in Hillsborough, North Carolina. The Justice Center is a two-story building with approximately 58,000 square feet on an approximately 7.0-acre site and houses the Orange County Courthouse, the Sheriffs office and other County administrative offices. A portion of the proceeds of the 2026A Bonds has been or will be used to make certain improvements to Justice Center, including audio visual system upgrades, HVAC system upgrades,elevator modernization,office improvements and fire alarm upgrades. The County estimates that the insured value of this building (not including equipment, which is generally not part of the Mortgaged Property)to be approximately$16.6 million. Crisis Diversion Center. The County acquired approximately 5 acres of land off Waterstone Drive in Hillsborough, North Carolina in 2025 to be the site of the County's new Crisis Diversion Center. The County paid approximately$1.4 million for this property and used a portion of the proceeds of the 2026B Bonds to reimburse itself for such purchase. As described above, the County plans to use approximately $[1 million of the proceeds of the 2026B Bonds to finance the construction, equipping and improving of the facility. NO OTHER FACILITY OR IMPROVEMENT FINANCED WITH THE 2026B BONDS WILL BE INCLUDED AS PART OF THE MORTGAGED PROPERTY. The Trust Agreement and the Modified Deed of Trust generally allow the County to direct the release of any portion of the Mortgaged Property, in the County's discretion, so long as the taxable, 11 81 appraised or insured value of the property remaining subject to the lien of the Modified Deed of Trust following such release is at least equal to 50% of the principal amount of the Outstanding Bonds. See "THE DEED OF TRUST—No Transfers; Releases; Grants of Easements"in Appendix C hereto. ESTIMATED SOURCES AND USES OF FUNDS The County estimates the sources and uses of funds for the plan of finance to be as follows: SOURCES: Par Amount of the 2026B Bonds Net Original Issue Premium/Discount TOTAL SOURCES OF FUNDS USES: Deposit to Project Fund Costs of Issuance' TOTAL USES OF FUNDS ' Includes legal fees,underwriters'compensation,financial advisor fees,rating agency fees,fees and expenses of the Trustee and miscellaneous fees and expenses. 12 82 TOTAL ANNUAL DEBT SERVICE REQUIREMENTS The following table sets forth for each Fiscal Year of the County, the debt service required to be paid by the County under the Trust Agreement with respect to the 2026B Bonds and the Prior Bonds. 2026B Bonds Prior Bonds Fiscal Year Total Principal Total Principal (Ended June 30) and Interest and Interest' Total 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 TOTAL' 1 Includes debt service on the 2018 Bonds,2019A Bonds,2019B Bonds,2020 Bonds,2022 Bonds and 2026A Bonds. Note:Totals may not foot due to rounding. CERTAIN RISKS OF 2026B BOND OWNERS INSUFFICIENCY OF PAYMENTS If the County fails to pay any payments on the Bonds as the same become due or if another event of default occurs under the Trust Agreement, the Trustee may accelerate the principal with respect to the Bonds, direct the Deed of Trust Trustee to foreclose on the Mortgaged Property under the Modified Deed of Trust,take possession of the Mortgaged Property and attempt to dispose of the Mortgaged Property. See "THE DEED OF TRUST" in Appendix C hereto. Zoning restrictions and other land use factors relating to the Mortgaged Property may limit the use of the Mortgaged Property and may affect the proceeds obtained on any disposition by the Deed of Trust Trustee. THERE CAN BE NO ASSURANCE THAT THE MONEYS AVAILABLE IN THE FUNDS AND ACCOUNTS HELD BY THE TRUSTEE AND THE PROCEEDS OF ANY SUCH DISPOSITION OF THE MORTGAGED PROPERTY WILL BE SUFFICIENT TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST WITH RESPECT TO THE BONDS. SECTION 160A-20(f) OF THE GENERAL STATUTES OF NORTH CAROLINA PROVIDES THAT NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY FOR ANY AMOUNTS THAT MAY BE OWED BY THE COUNTY UNDER THE TRUST AGREEMENT, 13 83 AND THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEYS OWING BY THE COUNTY UNDER THE TRUST AGREEMENT. THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE BONDS ON A DEFAULT BY THE COUNTY UNDER THE TRUST AGREEMENT ARE LIMITED TO THOSE OF A SECURED PARTY UNDER THE LAWS OF THE STATE OF NORTH CAROLINA,INCLUDING FORECLOSING ON THE MODIFIED DEED OF TRUST. RISK OF NONAPPROPRIATION The appropriation of moneys to make payments pursuant to the Trust Agreement is within the sole discretion of the Board of Commissioners of the County. If the Board of Commissioners fails to appropriate such moneys, the only sources of payment for the Bonds will be the moneys, if any, available in certain funds and accounts held by the Trustee under the Trust Agreement and the proceeds of any attempted foreclosure on the County's interest in the Mortgaged Property under the Modified Deed of Trust. VALUE OF COLLATERAL The County's estimated value of the Mortgaged Property (as further described under the caption above "THE PLAN OF FINANCE — The Mortgaged Property") is at least $[ 1 million, which is approximately [J%* of the aggregate principal amount of the 2026B Bonds and the outstanding Prior Bonds. This value is based in part on the County's own estimates, and the County has not commissioned or obtained any appraisals for the purpose of this valuation. This valuation and percentage may change as the County borrows money in the future secured by the Mortgaged Property. The amount of proceeds received through foreclosure of the County's interest in the Mortgaged Property may be affected by a number of factors,including(1)the costs and expenses in enforcing the lien and security, (2)the condition of the Mortgaged Property, (3) the occurrence of any damage, destruction, loss or theft of the Mortgaged Property which is not repaired or replaced and for which there are not received from insurance policies or appropriated moneys from any risk management program, (4)problems relating to the paucity of alternative uses of the facilities arising from their design, zoning restrictions, use restrictions, easements and encumbrances on the Mortgaged Property and(5) environmental problems and risks with respect to the Mortgaged Property. The Trust Agreement permits the issuance of Additional Bonds without regard to the value of the Mortgaged Property, and the Modified Deed of Trust allows for up to $200 million in principal amount of Bonds to be secured thereby. To the extent that Additional Bonds are issued and no additional property is subject to the Modified Deed of Trust,the value of the collateral as a percentage of the outstanding principal amount of Bonds should be expected to decrease,which decrease may be material. NO REPRESENTATION IS MADE AS TO THE VALUE OF,OR THE AMOUNT OF PROCEEDS THAT MAY BE REALIZED FROM, THE COUNTY'S INTEREST IN THE MORTGAGED PROPERTY IN THE EVENT OF A FORECLOSURE. UNINSURED CASUALTY If all or any part of the Mortgaged Property is damaged or destroyed by any casualty or taken by any governmental authority,the County is obligated under the Trust Agreement to apply any Net Proceeds from insurance or condemnation(1)to repair, restore or rebuild the Mortgaged Property or(2)to provide for the redemption or defeasance of all,but not less than all, of the Bonds. If the County applies any Net Proceeds to repair, restore or rebuild the Mortgaged Property and such Net Proceeds are not sufficient to 'Preliminary,subject to change. 14 84 repair,restore or rebuild the Mortgaged Property to its condition prior to such damage,destruction or taking, then the value of the Mortgaged Property would be reduced. The Trust Agreement requires that certain insurance be maintained with respect to the Mortgaged Property. Such insurance may not,however, cover all perils to which the Mortgaged Property is subject. OUTSTANDING GENERAL OBLIGATION DEBT OF THE COUNTY The County has issued general obligation bonds and plans to issue general obligation bonds and notes in the future. The County will pledge its faith and credit and taxing power to the payment of its general obligation bonds and notes to be issued. See Appendix A, "THE COUNTY—DEBT INFORMATION" attached hereto. FUNDS WHICH MAY OTHERWISE BE AVAILABLE TO PAY BOND PAYMENTS OR ADDITIONAL PAYMENTS OR TO MAKE OTHER PAYMENTS TO BE MADE BY THE COUNTY UNDER THE TRUST AGREEMENT MAY BE SUBJECT TO SUCH FAITH AND CREDIT PLEDGE BY THE COUNTY AND THEREFORE MAY BE REQUIRED TO BE APPLIED TO THE PAYMENT OF ITS GENERAL OBLIGATION INDEBTEDNESS. ENVIRONMENTAL RISKS The site of the Government Services Annex has been owned by the County since 1968; the site of the Link Center has been owned by the County since 1967; the site of the District Attorney's office has been owned by the County since 1992;the site of the Emergency Operations Center has been owned by the County since 2005; the site of the Southern Campus has been owned by the County since 1992;the site of the Efland EMS Center has been owned by the County since 2018; and the site of the Justice Center has been owned by the County since 1954. The County is not aware of any material environmental contamination on such sites. A Phase I environmental site assessment was performed on the site of the Northern Campus in 2018, which revealed no recognized environmental conditions. A Phase I environmental site assessment was performed on Crisis Diversion Center site in 2025, which revealed no recognized environmental conditions. Undiscovered or future environmental contamination could have a material adverse effect on the value of the Mortgaged Property;however,the County is required under the Trust Agreement to undertake whatever environmental remediation may be required by law. ADDITIONAL BONDS The County may execute and deliver Additional Bonds under the Trust Agreement that are secured by the Mortgaged Property, thereby diluting the relative value of the collateral with respect to the 2026B Bonds and the Prior Bonds. In addition, remedies under the Trust Agreement and the Modified Deed of Trust are controlled by the Majority Owners. Upon issuance of the 2026B Bonds,the Owners of the 2026B Bonds will not own a majority of the Bonds. BANKRUPTCY Under current North Carolina law, a local governmental unit such as the County may not file for bankruptcy protection without(1)the consent of the LGC and(2)the satisfaction of the requirements of§ 109(c) of the United States Bankruptcy Code. If the County were to initiate bankruptcy proceedings with the consent of the LGC and satisfy the requirements of 11 U.S.C. § 109(c), the bankruptcy proceedings could have material and adverse effects on holders of the 2026B Bonds,including(a)delay in enforcement of their remedies, (b) subordination of their claims to claims of those supplying goods and services to the County after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings and (c) imposition without their consent of a plan of reorganization reducing or delaying 15 85 payment of the 2026B Bonds. The effect of the other provisions of the United States Bankruptcy Code on the rights and remedies of the holders of the 2026B Bonds cannot be predicted and may be affected significantly by judicial interpretation, general principles of equity (regardless of whether considered in a proceeding in equity or at law) and considerations of public policy. CYBERSECURITY The County, like many other large public and private entities, relies on a large and complex technology environment to conduct its operations, and faces multiple cybersecurity threats including, but not limited to, hacking, phishing, viruses, malware and other attacks on its computing and other digital networks and systems (collectively, "Systems Technology"). As a recipient and provider of personal, private, or sensitive information, the County may be the target of cybersecurity incidents that could result in adverse consequences to the County and its Systems Technology,requiring a response action to mitigate the consequences. Cybersecurity incidents could result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain access to the County's System Technology for the purposes of misappropriating assets or information or causing operational disruption and damage. To mitigate the risk of business operations impact and/or damage from cybersecurity incidents or cyber- attacks,the County invests in multiple forms of cybersecurity and operational safeguards. While the County's cybersecurity and operational safeguards are periodically tested,no assurances can be given by the County that such measures will ensure against other cybersecurity threats and attacks. Cybersecurity breaches could cause material disruption to the County's finances or operations. The costs of remedying any such damage or protecting against future attacks could be substantial. Further, cybersecurity breaches could expose the County to material litigation and other legal risks, which could cause the County to incur material costs related to such legal claims or proceedings. For more information regarding the County's cybersecurity practices and the cybersecurity threats that the County may encounter, see Appendix A, "CYBERSECURITY". CLIMATE CHANGE The County is susceptible to the effects of extreme weather events and natural disasters, including floods,droughts and hurricanes, and has experienced severe weather events in the past. These effects may be amplified by a prolonged global temperature increase over the next several decades(commonly referred to as"climate change"). No assurances can be given that a future extreme weather event driven by climate change will not adversely affect the operations of the County. THE COUNTY GENERAL The County is located in the north-central portion of the State. The Town of Chapel Hill is the largest municipality in the County and is the home of The University of North Carolina at Chapel Hill. See Appendix A for a description of the County. FINANCIAL INFORMATION The financial statements of the County have been audited by certified public accountants for the fiscal year ended June 30, 2025. Excerpts from the financial statements of the County for the fiscal year 16 86 ended June 30, 2025 are available in Appendix B hereto. Copies of the complete financial statements containing the unqualified report of the independent certified public accountants are available in the office of Gary Donaldson, Chief Financial Officer, 131 West Margaret Lane, Third Floor, PO Box 8181, Hillsborough,North Carolina 27278. LEGAL MATTERS LITIGATION To the best of the knowledge of the County,no litigation is now pending or threatened against or affecting the County which seeks to restrain or enjoin the authorization, execution or delivery of the 2026B Bonds, the Trust Agreement or the Modified Deed of Trust, or which contests the County's creation, organization or corporate existence, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the County's authorization, execution and delivery of the 2026B Bonds, the Trust Agreement or the Modified Deed of Trust, or the County's authority to carry out its obligations thereunder or which would have a material adverse impact on the County's condition,financial or otherwise. OPINIONS OF COUNSEL Legal matters related to the execution, sale and delivery of the 2026B Bonds are subject to the approval of Sanford Holshouser PLLC. Certain legal matters will be passed upon for the County by its counsel, John L. Roberts, Esq., and for the Underwriters by their counsel, McGuireWoods LLP. The opinion of Sanford Holshouser PLLC, as Bond Counsel, substantially in the form set forth in Appendix D hereto,will be delivered at the time of the delivery of the 2026B Bonds. Bond Counsel's approving legal opinion expresses Bond Counsel's professional judgment as to the legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver does not become an insurer or guarantor of that expression of professional judgment,of the transaction opined upon, or of the future performance of parties to the transaction. Additionally, the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction, and a bond opinion is not a statement (either expressly or by implication) concerning the marketability, value or likelihood of payment of the bonds. Bond Counsel has not been engaged to investigate the County's operations or condition or the County's ability to provide for payments on the 2026B Bonds. Bond Counsel will express no opinion(1) as to the County's financial condition or its ability to provide for payments on the 2026B Bonds, or(2) as to the accuracy, completeness or fairness of any information that may have been relied on by anyone in making a decision to purchase 2026B Bonds, including this Official Statement. Bond Counsel has, however, provided the sample legal opinion form that appears as Appendix D, prepared the document summaries that appear as Appendix C, and approved the descriptions in this Official Statement of(1) the terms of the 2026B Bonds and the financing documents and(2)its legal opinion. In this transaction,Bond Counsel serves only as bond counsel to the County. TAX TREATMENT OPINION OF BOND COUNSEL Tax Treatment of 2026E Bonds. In the opinion of Sanford Holshouser PLLC, Carrboro, North Carolina,Bond Counsel for the County("Bond Counsel"),under existing law,interest on the 2026B Bonds (1) is not included in gross income for federal income tax purposes under Section 103 of the Internal 17 87 Revenue Code of 1986, as amended(the"Code"), and(2) is exempt from State of North Carolina income taxes. Interest on the 2026B Bonds is not a separate tax preference item for purposes of the federal alternative minimum tax, but interest may be taken into account in computing the alternative minimum income tax on certain corporations. Upon the issuance of the Bonds, Bond Counsel expects to deliver an opinion substantially in the form attached as Appendix D. The County has covenanted to comply with the provisions of the Code regarding, among other matters,the use,expenditure and investment of the proceeds derived from the sale of the 2026B Bonds and the timely payment to the United States of any arbitrage profit with respect to the 2026B Bonds. The County's failure to comply with these covenants could cause interest on the 2026B Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the 2026B Bonds. Other Tax Consequences. In addition to the matters addressed above, prospective purchasers should be aware that the ownership of tax-exempt obligations such as the 2026B Bonds may result in collateral federal income tax consequences to certain taxpayers, including without limitation financial institutions,property and casualty insurance companies,certain S corporations,certain foreign corporations subject to the branch profits tax,corporations subject to the environmental tax,recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the 2026B Bonds should consult their tax advisors as to the applicability and impact of such consequences. Basis and Limits of the Opinion. Bond Counsel will give its opinion in reliance upon certifications by County representatives and others as to certain facts relevant to the opinion. Bond Counsel's approving legal opinion expresses Bond Counsel's professional judgment as to the legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver does not become an insurer or guarantor of that expression of professional judgment,of the transaction opined upon, or of the future performance of parties to the transaction.Additionally,the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction, and a bond opinion is not a statement (either expressly or by implication) concerning the marketability, value, or likelihood of payment of the 2026B Bonds, or the suitability of the 2026B Bonds as an investment for any owner. Bond Counsel has not been engaged to investigate the County's operations or condition or the County's ability to provide for payments on the 2026B Bonds. Bond Counsel will express no opinion (1) as to the County's financial condition or its ability to provide for payments on the 2026B Bonds, or(2) as to the accuracy, completeness or fairness of any information that may have been relied on by anyone in deciding to purchase 2026B Bonds, including this Official Statement. In this transaction, Bond Counsel serves only as bond counsel to the County,and does not represent any purchaser or holder of 2026B Bonds. Bond Counsel's opinions do not address the tax-exempt status of payments on the 2026B Bonds derived from parties other than the County,even if those payments are denominated as interest with respect to the 2026B Bonds. Bond Counsel will express no other opinion regarding the federal or North Carolina tax consequences of the ownership of or the receipt or accrual of interest on the 2026B Bonds. Interest on the 2026B Bonds may or may not be subject to state or local taxation in jurisdictions other than North Carolina.Prospective purchasers of the 2026B Bonds should consult their own tax advisors as to the status of interest on the 2026B Bonds under the tax laws of any such jurisdiction other than North Carolina. 18 88 ORIGINAL ISSUE PREMIUM The 2026B Bonds maturing on April 1, (collectively,the"Premium Bonds")are being sold at initial offering prices in excess of the principal amounts payable at maturity. Under the Code, the difference between(a)the initial offering prices to the public(excluding bond houses and brokers)at which a substantial amount of each maturity of the Premium Bonds is sold and(b) the principal amount payable at maturity of the Premium Bonds constitutes "original issue premium". Original issue premium is not deductible for federal income tax purposes. For an owner of a Premium Bond, the amount of the original issue premium which is treated as having accrued over the term of the Premium Bond is reduced from the owner's cost basis of the Premium Bond in determining, for federal income tax purposes, the gain or loss upon the sale, redemption or other disposition of that Premium Bond(whether upon its sale,redemption or payment at maturity). Bond Counsel's opinion will not specifically address any issues relating to the treatment of premiums paid on Premium Bonds, including any issues related to any state or local taxes. Owners of Premium Bonds should consult their tax advisors with respect to the tax consequences of owning or disposing of a Premium Bond. ORIGINAL ISSUE DISCOUNT The 2026B Bonds maturing on April 1, (collectively,the"Discount Bonds")are being sold at initial offering prices which are less than the principal amounts payable at maturity. Under the Code,the difference between(a)the principal amount payable at maturity of the Discount Bonds and(b) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of each maturity of the Discount Bonds is sold constitutes original issue discount treated as interest which will be excludable from the gross income of the owners of those Discount Bonds for federal income tax purposes. For an owner of a Discount Bond, the amount of original issue discount on the Discount Bond is treated as having accrued daily over the term of the Discount Bond on the basis of a constant yield compounded at the end of each accrual period and is added to the owner's cost basis of the Discount Bond in determining, for federal income tax purposes, the gain or loss upon the sale, redemption or other disposition of that Discount Bond (including its sale, redemption or payment at maturity). Amounts received on the sale, redemption or other disposition of a Discount Bond that are attributable to accrued original issue discount on the Discount Bond will be treated as interest excludible from gross income,rather than as a taxable gain,for federal income tax purposes, and will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on corporations and individuals. However, for some owners,a portion of the original issue discount that accrues in each year may result in other collateral federal income tax consequences for certain taxpayers in the year of accrual, even though the owner may not have received any cash payments attributable to the original issue discount in that year. Bond Counsel's opinion will not address issues relating to the treatment of original issue discounts on Discount Bonds, including any issues related to any state or local taxes. Owners of Discount Bonds should consult their tax advisors with respect to the tax consequences of owning or disposing of a Discount Bond. CONTINUING DISCLOSURE OBLIGATION In accordance with the requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 ("Rule 15c2-12"), the County has undertaken in 19 89 the Trust Agreement to provide, or cause to be provided through the Trustee, to the Municipal Securities Rulemaking Board(the"MSRB"): (1) by not later than seven months after the end of each fiscal year, beginning with the fiscal year ending June 30, 2026,the audited financial statements of the County for such fiscal year, if available, prepared in accordance with Section 159-34 of the General Statutes of North Carolina,as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the County for such fiscal year to be replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; (2) by not later than seven months after the end of each fiscal year, beginning with the fiscal year ending June 30, 2026, the financial and statistical data as of a date not earlier than the end of the preceding fiscal year for the type of information included under the captions "THE COUNTY—DEBT INFORMATION" and "—TAX INFORMATION" in Appendix A relating to the 2026B Bonds (excluding any information on overlapping or underlying debt)to the extent such items are not included in the audited financial statements referred to in(1)above; (3) in a timely manner not in excess of ten business days after the occurrence of the event, notice of any of the following events with respect to the 2026B Bonds: (a) principal and interest payment delinquencies; (b) non-payment related defaults,if material; (c) unscheduled draws on debt service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting financial difficulties; (e) substitution of credit or liquidity providers, or their failure to perform; (f) adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the 2026B Bonds, or other material events affecting the tax status of the 2026B Bonds; (g) modifications to rights of holders of the 2026B Bonds,if material; (h) calls for redemption of 2026B Bonds (other than calls pursuant to sinking fund redemption), if material, and tender offers; (i) defeasances; (j) release, substitution, or sale of property securing repayment of the 2026B Bonds, if material; (k) rating changes; 20 90 (1) bankruptcy, insolvency,receivership or similar proceedings related to the County or any other person or entity that may at any time become legally obligated to make payments on the 2026B Bonds (collectively,the"Obligated Persons"); (m) the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (n) appointment of a successor or additional trustee or the change of name of a trustee, if material; (o) incurrence of a financial obligation of the County, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the County or any Obligated Person, any of which affect security holders,if material; and (p) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the County,any of which reflect financial difficulties; and (4) in a timely manner, notice of a failure of the County to provide required annual financial information described in(1) or(2) above on or before the date specified. For purposes of the foregoing, "financial obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation,or(c)a guarantee of(a)or(b). The term"financial obligation"shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2-12. For the purposes of the event identified in subparagraph(1)above,the event is considered to occur when any of the following occurs: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority,or the entry of an order confirming a plan of reorganization,arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. The County shall provide the document referred to above to the MSRB in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by transmitting the documents referred to above to any entity and by any method authorized by the U.S. Securities and Exchange Commission. At present, Section 159-34 of the General Statutes of North Carolina requires that the County's financial statements be prepared in accordance with generally accepted accounting principles and that they be audited in accordance with generally accepted auditing standards. 21 91 The County has acknowledged in the Trust Agreement that its undertaking pursuant to Rule 15c2- 12 is intended to be for the benefit of the registered owners of the 2026B Bonds and is enforceable by the Trustee or by any registered owner of the 2026B Bonds. THE RIGHT TO ENFORCE THE PROVISIONS OF THE COUNTY'S RULE 15C2-12 UNDERTAKINGS IS LIMITED TO A RIGHT TO OBTAIN SPECIFIC PERFORMANCE OF THE COUNTY'S OBLIGATIONS AND A FAILURE BY THE COUNTY TO COMPLY WITH ITS RULE 15C2-12 UNDERTAKINGS WILL NOT BE AN EVENT OF DEFAULT UNDER THE TRUST AGREEMENT AND WILL NOT RESULT IN ACCELERATION OF THE INSTALLMENT PAYMENTS. The County may modify from time to time,consistent with Rule 15c2-12,the information provided or the format of the presentation of such information,to the extent necessary or appropriate in the judgment of the County; provided that(1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2)the information to be provided, as modified,would have complied with the requirements of the Rule 15c2-12 as of the date of this Official Statement, after taking into account any amendments or interpretations of the Rule 15c2-12, as well as any changes in circumstances; and (3) any such modification does not materially impair the interest of the Owners or the beneficial owners, as determined by the Trustee or nationally recognized bond counsel or by the approving vote of the Owners of a majority in principal amount of the 2026B Bonds. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The County's Rule 15c2-12 undertakings will terminate on payment, or provision having been made for payment in a manner consistent with the Rule 15c2-12, in full of the principal and interest with respect to the 2026B Bonds. THE COUNTY'S CONTINUING DISCLOSURE COMPLIANCE During the past five years, the County has complied in all material respects with the terms of its prior undertakings under Rule 15c2-12. While the County timely filed notice of the incurrence of a material financial obligation with respect to its issuance of$41,535,000 Limited Obligation Bonds, Series 2022, such notice was not properly linked to the CUSIP numbers for the County's General Obligation School Bonds, Series 2020 on EMMA. The County updated the CUSIP numbers to which such filing is linked. The County believes that at this point,it has filed all the financial information that its previous commitments require, and that all required financial information is posted with regard to all relevant CUSIP numbers. UNDERWRITING The Underwriters have agreed under the terms of a Bond Purchase Agreement (the "Purchase Agreement") to purchase all of the 2026B Bonds, if any of the 2026B Bonds are to be purchased, at a purchase price equal to 100% of the principal amount of the 2026B Bonds, plus/less net original issue premium/discount of$ , less an Underwriters' discount of$ . The Underwriters' obligation to purchase the 2026B Bonds is subject to certain terms and conditions set forth in the Purchase Agreement. The Underwriters may offer and sell the 2026B Bonds to certain dealers (including dealers depositing the 2026B Bonds into investment trusts)and others at prices lower than the initial public offering prices stated on the inside front cover page hereof. The public offering prices may be changed from time to time by the Underwriters. 22 92 Truist Securities,Inc.,one of the Underwriters for the 2026B Bonds,has entered into an agreement (the "Distribution Agreement")with Truist Investment Services, Inc. ("TIS") for the retail distribution of certain municipal securities, including the 2026B Bonds. Pursuant to the Distribution Agreement, Truist Securities, Inc. will share a portion of its underwriting compensation, as applicable, with respect to the 2026B Bonds with TIS. Each of Truist Securities, Inc. and TIS is a subsidiary of Truist Financial Corporation. Truist Securities,Inc. is the trade name for the corporate and investment banking services of Truist Financial Corporation and its subsidiaries. Securities and strategic advisory services are provided by Truist Securities,Inc.,member FINRA and SIPC. Lending,financial risk management,and treasury management and payment services are offered by Truist Bank. Deposit products are offered by Truist Bank, Member FDIC. In its normal course of business Truist Bank may currently,or in the future,provide credit,treasury management, or other commercial banking services to the County. RATINGS Moody's Investors Service,Inc., S&P Global Ratings and Fitch Ratings Inc. have assigned ratings of"Aal" (stable outlook), (stable outlook), and "[I" (negative outlook), respectively, to the 2026B Bonds. These ratings reflect only the view of such rating agencies, and an explanation of the significance of such ratings may be obtained from such rating agencies. Certain information and materials not included in this Official Statement were furnished to such rating agencies. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely if, in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2026B Bonds. MISCELLANEOUS All quotations from and summaries and explanations of the Trust Agreement and the Modified Deed of Trust contained herein or in Appendix C hereto do not purport to be complete, and reference is made to such documents for full and complete statements of their respective provisions. The Appendices attached hereto are a part of this Official Statement. The information contained in this Official Statement has been compiled or prepared from information obtained from the County and other sources deemed to be reliable and,although not guaranteed as to completeness or accuracy, is believed to be correct as of this date. Any statements involving matters of opinion,whether or not expressly so stated, are intended as such and not as representations of fact. 23 93 APPENDIX A THE COUNTY 94 GENERAL DESCRIPTION Orange County,founded in 1752,is located in the north-central portion of the State on the Piedmont Plateau. The County lies approximately midway between the cities of Atlanta, Georgia and Washington, D.C. Interstate Highway 40 connects to Interstate Highway 85 within the County. Interstate Highway 85 connects the region west through Greensboro to Charlotte and Atlanta, and connects to Interstate Highway 95 just south of Richmond,Virginia. There are four municipalities in the County: the Towns of Chapel Hill and Carrboro in the southeastern part of the County and the Town of Hillsborough and the City of Mebane in the central corridor of the County along Interstate Highway 85 and Interstate Highway 40. The Town of Chapel Hill is the largest municipality in the County and the home of The University of North Carolina at Chapel Hill. The Town of Hillsborough is the County seat. The County is part of the Durham-Chapel Hill Metropolitan Statistical Area, which also includes Research Triangle Park, a major complex of research and research-oriented manufacturing facilities. Interstate Highway 40 connects the County directly with Research Triangle Park and Raleigh-Durham International Airport. The City of Mebane,home of most of the County's major manufacturing employers, is on the westernmost boundary of the County. A major portion of the City of Mebane lies in neighboring Alamance County. North of Interstate Highway 85 the County is mostly rural,with a mixture of farming, residential and light industrial and commercial uses. The County is approximately 401 square miles in area, of which approximately 177 square miles are unincorporated, 39 square miles are farmland, 132 square miles are forested, and 53 square miles are urbanized. New York,New York 438 Miles Vicinity Map(50 Mile Radius) Washington,D.C.251 Miles Ima;enn ` N 96 ym. ' n.nrwilr 501 58 8 Mn `380- x3vll is a ,Lr..ai•"- A } en.F �S_ 4• 3Ye rt.n .Mnn4 ♦ 1 sOe 6teva 'V . r s'>c•s ,.nrnn C A S W I E L' IL Hill R.+c.o�m rami.S, ,e..: ` .: ,` P E �' S O NE G R ASN V t 1, E'II! e L5 "n.a'In. rar. 155 n ��Rmborot a ' 1 e I dadlle m wlrrn L. `'¢raw , 9 87 , rimn „nlapell� r R In nmo-.ri.nn ..� Qalo I¢ 5501 + - R ,mesal ce,r +— • I e�nl—1.� - a,��,^S.��N F N�[[O R D nlal�a urntoll''c.a..•••°r- semey *'�mudButa¢ rrrm, wln n%°+1 ✓+o 'EI¢n,•._rts.. '-.amen r. 0�.. n'a 11 n In ,3 I.grnV IldBllall .t + ' � 1 15 1 � nr '-r H o R 0' 4 ri.w illsboyaagll •'p U R.1�{_TT��A M I 'y.lay � + I Rurham . L NI N C+ 13 esan121 ' Chapel Hill Irddn 7� .'`t pS�Forx1 � - _. ,., � Rai ,m,na a..ri emn.l o _ _--•ammnrldm F ertlnlbr FF alan ,+ T' r s• .+'W L ' P r • d27 ,. .5111,.on 11 39 '��. aka I ® fer ¢¢.r - + . kw rmekun aile_ J ✓ ' �I+. 1,) -uary ° - , inidhldee rr t3,•, ` wl fltpBXc� arnar er nmm N. 1.._._...e �".' .. a H M,liir1 °f�e i Atlanta,Georgia 351 Miles 25 95 DEMOGRAPHIC CHARACTERISTICS The United States Department of Commerce, Bureau of the Census, has recorded the County's population as follows: 1990 2000 2010 2020 93,851 118,227 133,801 148,696 The North Carolina Office of State Budget and Management has estimated the County's population at July 1 of each of the past four years to be as follows(2025 data not yet available): 2021 2022 2023 2024 150,253 151,874 153,718 153,756 According to the North Carolina Office of State Budget and Management, as of July 1, 2024, the Town of Chapel Hill (the portion located in the County)had an estimated population of 64,785, the Town of Carrboro had an estimated population of 21,494,the Town of Hillsborough had an estimated population of 10,334 and the City of Mebane(the portion located in the County)had a population of 4,169. The following table presents per capita personal income figures for the County, the State and the United States: Year Co un State U.S. 2020 70,274 51,814 59,151 2021 76,110 57,227 64,692 2022 77,919 59,120 66,303 2023 83,174 62,287 70,013 2024 87,778 65,598 73,227 Source:United States Department of Commerce,Bureau of Economic Analysis(most recent data available). Commercial,Industrial and Institutional Profile The County's economy is characterized by a high degree of institutional and public-sector activity, plus office, commercial and service-oriented business. According to the North Carolina Division of Employment Security,the leading private industries in the County based on the percentage of the County's workforce as of the third calendar quarter of 2025 were healthcare(9.49%),retail trade(8.47%),hospitality (7.69%), professional (5.53%), manufacturing (3.42%), construction (2.57%), other services (2.51%), administrative (2.11%) and educational services (2.06%). In the same quarter, 40.96% of the County workforce was employed by the State of North Carolina and 6.50% of the County's workforce was employed by local governments. The University of North Carolina at Chapel Hill and UNC Health Care System,both located in the Town of Chapel Hill, are the largest employers in the County. As of June 30, 2025, they employed approximately 13,938 and 18,055 employees, respectively. Established in 1789, The University of North Carolina at Chapel Hill occupies 729 acres in the County and had an enrollment of approximately 32,438 undergraduate, graduate and professional students for the 2024-2025 academic year. UNC Health Care System opened in 1952 and occupies over 2 million square feet of leased and owned floor space. UNC Medical Center has more than 1,000 beds, 1,100 medical staff and 780 resident physicians. 26 96 In 2015, UNC Health Care System opened a new medical campus in Hillsborough. The campus includes 50 acute care beds, an 18-bed intensive care unit, six operating rooms, two procedure rooms, an emergency department and outpatient medical and surgical specialty services, including urgent care, imaging and oncology. The new facilities were constructed at a cost of approximately $200 million. In 2021,UNC Health Care System opened a new medical office building in the County. The facility consists of a 150,000-square-foot medical building and a 1,000-space parking garage. In August 2024,UNC Health Care System opened the North Carolina Surgical Hospital, a state-of-the-art facility spanning seven stories and 375,000 square feet, and housing 26 advanced surgical suites. The County is also home to many technical, professional and executive people who work in Research Triangle Park (the "Park") and neighboring cities of Durham, Raleigh, and Burlington. The Research Triangle refers to an area located among three municipalities: Chapel Hill,Durham and Raleigh. In addition to The University of North Carolina at Chapel Hill,universities located in these municipalities include Duke University and North Carolina Central University in the City of Durham and North Carolina State University in the City of Raleigh. The proximity of these universities makes the Research Triangle area well-suited to many types of research activities. The Park,located ten miles east of the County,contains 7,000 acres of land which has been reserved for research and research-oriented manufacturing. Since its inception in the 1950's, approximately 385 private and governmental organizations have located facilities in the Park and currently employ more than 55,000 people. The largest employers in the Park include: Fidelity Investments, IBM Corporation, Cisco Systems,Inc.,NetApp,Inc.,GlaxoSmithKline,UBS(Credit Suisse),RTI International,U.S.Environmental Protection Agency and Lenovo. Because of its close proximity to the County and the fact that many of the Park's employees reside in the County,the impact of the Park on the County's economy is significant. In addition to the Park,the County has several areas within its borders that are focused on industry and manufacturing. Several manufacturing firms are located along Interstate Highway 85 in the western portion of the County, and the County is targeting this area for future growth of industrial and commercial concerns.Additionally,the County has designated over 2,450 acres in three strategically-placed areas along Interstates 85 and 40 as economic development districts. The County's location, midway between the Piedmont Triad and Research Triangle metropolitan areas, makes these sites attractive. The districts offer development potential for light industrial, warehouse/flex space, office, retail and business service. Numerous tracts,ranging in size from 20 to 100 acres or more,are available. The County is also seeking to spur economic development by providing funds through the Article 46 Sales Tax to finance the development of utility extensions for commercial entities. The County uses the Article 46 Sales Tax to provide a portion of the upfront water/sewer infrastructure costs for businesses. The first project funded by the County was a $4 million water and sewer infrastructure project in the Mebane/Buckhorn area, on land owned by the County. The site is being developed as an industrial park. Morinaga American Foods, Inc., the American affiliate of the Japanese candy maker of Hi-Chew candies purchased 21 acres of land and has constructed a manufacturing plant that initially employed 90 people. The 100,000-square-foot plant opened in 2015, representing a $48 million investment within the County. In 2024, Morinaga American Foods announced an investment of $136 million to complete a 100,000-square-foot expansion to their existing facility in the County. The new facility is expected to generate 204 jobs and be operational by 2027. In November 2021, Thermo Fisher Scientific announced an investment of$192.5 million for a 375,000-square-foot facility to manufacture precision pipette tips for laboratory, research and bioscience use generating between 200 to 300 jobs with the potential for future expansion. 27 97 In February 2021, Wegmans Foods Markets, Inc. opened a new 100,000-square-foot store in the County at an estimated cost of$30 million. The store is expected to employ 185 full time and 245 part time employees. The following table lists the ten largest employers in the County as of June 30,2025: Number of Percentage of Total Company Industry Employees County Employment UNC Health Care Health Services 18,055 46.22% UNC Chapel Hill Higher Education 13,938 35.68 Chapel Hill-Carrboro City Schools Education 1,859 4.76 Orange County Government Public Administration 1,435 3.67 Orange County Schools Education 1,143 2.93 Town of Chapel Hill Public Administration 735 1.88 ABB (formerly General Electric) Manufacturing 721 1.85 AKG of America Manufacturing 400 1.02 Wegmans Grocery Services 396 1.01 Medline Medical Supply 379 0.97 Source:Annual Comprehensive Financial Report of the County for the year ended June 30,2025. Construction activity in the County for the past five calendar years and for a portion of the current fiscal year is indicated by the number and construction value of building permits as set forth in the following table: (Value in Thousands) Year Number Non-Residential Residential Total 2021 1,020 $8,677 $136,789 $145,466 2022 772 7,434 82,097 89,531 2023 788 4,094 89,330 93,424 2024 873 4,550 78,419 82,969 2025 396 966 64,062 65,028 2026' 342 109,805 50,566 160,371 1 For the ten months ended April 30,2026. Source:County Permits and Inspections Division. Note:Does not include permits issued in Chapel Hill,Carrboro and Mebane. 28 98 Total taxable retail sales in the County for the past five fiscal years and for a portion of the current fiscal year are shown in the following table: Fiscal Year Taxable Increase Over Ended June 30 Retail Sales Previous Year' 2021 $2,149,246,638 9.9 2022 2,482,070,449 15.5 2023 2,788,217,449 12.3 2024 2,909,906,965 4.4 2025 2,973,549,380 2.2 20262 1,860,900,746 -- Source:North Carolina Department of Revenue. 'The large increase in taxable sales for fiscal years 2021-2023 may have been due,at least in part,to shifts in consumer spending and direct stimulus support given to households during the COVID-19 pandemic,along with rising inflation. 2 For the seven months ended January 31,2026. Taxable sales for the seven months ended January 31,2025 were$1,757,031,746. Sales tax revenue of the County for past five fiscal years and for a portion of the current fiscal year is shown in the following table: Fiscal Year Sales Tax Increase Over Ended June 30 Revenue' Previous Year 2021 $36,420,841 14.5% 2022 43,075,943 18.3 2023 49,306,542 14.5 2024 47,031,191 (4.5) 2025 49,737,809 5.7 20262 30,989,723 -- Source: Annual Comprehensive Financial Reports of the County. 1 Includes Article 39,40,42,44 and 46 sales tax revenue. 2 For the six months ended December 31,2025. Sales Tax Revenue for the six months ended December 31,2024 was$31,781,717. The County has levied a special voter-approved one-quarter cent sales tax (the "Article 46 Sales Tax")since April 1,2012.A Special Revenue Fund was established to account for the Article 46 Sales Tax. In 2022, the Board of County Commissioners approved a ten-year commitment which authorized equal distributions of the Article 46 Sales Tax to support education and economic development. Fifty percent of the Article 46 Sales Tax is allocated to both County school systems on an average daily membership percent basis to fund capital projects. The other fifty percent is allocated to economic development initiatives including supporting water and sewer infrastructure funding in the County's three economic development districts. The Article 46 Sales Tax was initially estimated to generate $2,500,000 annually. Article 46 sales tax revenue for the fiscal year ended June 30, 2025 was approximately$6.1 million. The County's other sales and use taxes(Articles 39,40,42, and 44 Sales Taxes)are reported in the County's General Fund and are included in the above table with the Article 46 Sales Tax. The County's Articles 40 and 42 one-half cent local option sales and use taxes, which were authorized by the North Carolina General Assembly in 1983 and 1986,respectively, comprise significant funding sources for the County's school capital requirements and school debt retirement. 29 99 Employment The North Carolina Department of Commerce has estimated the percentage of unemployment in the County to be as follows: 2021 2022 2023 2024 2025 2026 January 4.9% 3.3% 3.2% 3.0% 3.3% 3.7% February 4.6 3.1 3.1 3.0 2.8 3.3 March 4.1 2.9 3.0 3.4 3.3 3.1 April 3.7 2.9 2.7 2.8 3.0 May 4.0 3.3 3.2 3.2 3.2 June 4.4 3.7 3.3 3.6 3.5 July 4.3 3.8 3.5 3.9 3.5 August 4.2 3.8 3.5 3.5 3.7 September 3.2 3.0 3.0 2.9 3.4 October 3.3 3.2 3.1 2.8 --'- November 3.1 3.3 3.1 3.1 3.7 December 2.7 2.9 2.9 2.9 3.1 1 Due to the Federal government shutdown,October 2025 unemployment was not calculated. Note: Not seasonally adjusted. Source:N.C.Department of Commerce:Labor and Economic Analysis Division. The County's unemployment rate averaged 3.3% in 2025, as compared to 3.7% for the State and 4.3%for the United States. Government and Major Services Government Structure. The County has a commission-manager form of government with a seven- member Board of Commissioners comprising the governing body. The commissioners are elected on a partisan basis for staggered four-year terms. The County manager is appointed by and serves at the pleasure of the Board of Commissioners. The Board of Commissioners annually adopts a balanced budget and establishes a tax rate for the support of the County's programs. The County Manager has the responsibility of administering these programs in accordance with the policies and the annual budget adopted by the Board of Commissioners. Education. Two separate school administrative units, Chapel Hill-Carrboro City Schools ("CHCCS")and Orange County Schools("OCS"),provide public education in the County. CHCCS serves the Towns of Chapel Hill and Carrboro and a small area outside the Towns,and OCS serves the remainder of the County. CHCCS has the highest average SAT scores in the State for public school systems, and its high schools have been recognized in national publications for their excellent academic performance. Non- partisan elected boards of education administer both units. The State of North Carolina(the "State")pays for the basic minimum education program for each school administrative unit. Funding for this basic program is provided by appropriations from the State Public School Fund. Additional funding is provided by special State and federal grants. The County also appropriates funds to each school system, which provides for program expansions beyond the State basic minimum. The County has consistently maintained among the highest per pupil appropriations of any county in the State. A special school district tax is levied in CHCCS. This tax is a significant revenue source for the CHCCS system. (See the section "Tax Information" below.) The County Commissioners 30 100 have adopted a policy of allocating approximately 50%of unrestricted locally-generated revenues to public school purposes. The following table reflects average daily membership ("ADM")' and the number of schools for both OCS and CHCCS for the past five academic years. Chapel Hill-Carrboro City Schools Elementary Intermediate Secondary Grades K-5 Grades 6-8 Grades 9-12 School No. of No. of No. of Total Year Schools ADM Schools ADM Schools ADM ADM 2021-22 11 5,054 4 3,188 3 4,206 12,448 2022-23 11 4,657 4 2,794 3 3,918 11,369 2023-24 11 4,565 4 2,706 3 3,969 11,240 2024-25 11 4,519 4 2,656 3 3,924 11,099 2025-26 11 4,304 4 2,581 3 3,888 10,773 Orange County Schools Elementary Intermediate Secondary Grades K-5 Grades 6-8 Grades 9-12 School No. of No. of No. of Total Year Schools ADM Schools ADM Schools ADM ADM 2021-22 7 3,040 3 1,651 2 2,278 6,969 2022-23 7 3,056 3 1,601 3 2,409 7,066 2023-24 7 3,066 3 1,567 3 2,354 6,987 2024-25 7 2,981 3 1,577 3 2,357 6,915 2025-26 7 2,839 3 1,599 3 2,295 6,733 1 ADM or average daily membership,determined by actual records at the schools,is computed by the North Carolina Department of Public Instruction on a uniform basis for all public school units in the State. The ADM computations are used as a basis for teacher allotments. Source: Orange County Board of Education and the Chapel Hill-Carrboro City Schools Board of Education Finance Offices. The County is home to two institutions of higher learning. The University of North Carolina at Chapel Hill is the flagship university in the State's 17-institution system and is consistently ranked one of the top public universities in the country. Enrollment at The University of North Carolina at Chapel Hill rose from 8,791 in 1960 to 32,438 for the 2024-25 academic year. The University is planning a new living and learning community in Chapel Hill, called Carolina North, which will occupy over 230 acres of land in the County. Durham Technical Community College ("Durham Tech") is a public two-year accredited institution of higher education and technical training school primarily located in Durham, North Carolina that has a 20-acre Orange County campus located outside the Town of Hillsborough. Durham Tech serves more than 18,000 students and offers programs leading to over 90 degrees and certificates. The County contributed$1,020,363 toward operating expenses of Durham Tech in the fiscal year ended June 30, 2025 and has budgeted$1,048,724 toward such operating expenses for the fiscal year ending June 30,2026. The County will finance a new academic building for Durham Tech located on its Orange County campus, which will provide additional space for Durham Tech's programs in emergency medical services and other healthcare occupations, college transfer, law enforcement and the skilled trades. The new academic 31 101 building is expected to cost approximately $11 million and is being financed with proceeds of the 2026A Bonds. Additionally, the County is located within a one-hour drive of several other colleges and universities. These include Alamance Community College,Duke University,Elon University,High Point University,North Carolina Agricultural and Technical State University,North Carolina Central University, North Carolina State University and the University of North Carolina at Greensboro. Transportation. Major expansion and maintenance of primary and secondary highways within the County are primarily the responsibility of the State.Municipalities within the County bear the responsibility for local street systems. The County has no responsibility for the construction or maintenance of streets or highways. The County is served by two interstate highways, which merge in the center of the County. Interstate Highway 85 connects the County to the cities of Greensboro, Charlotte and Atlanta to the south and west, and the cities of Durham, Richmond and Washington, D.C. to the north and east. Interstate Highway 40 connects the County to the cities of Winston-Salem, Greensboro and Asheville to the north and west, and Research Triangle Park and the City of Raleigh to the south and east. Other major highways include U.S. highways 15-501 and 70 and N.C. highways 54, 57 and 86. The Town of Chapel Hill operates a local bus system that provides public transportation services to the Town and adjacent areas, including services to the Town of Carrboro and The University of North Carolina at Chapel Hill on a contractual basis. Effective January 1, 2002, the Town instituted the State's first fare-free transportation system for passengers on all regular routes and services. Bus routes and stops are located so that 90% of all households are within one-quarter mile of a bus stop. The Town has established several park-and-ride lots on the perimeter of the Town to facilitate transportation in and out of the university and downtown area. The system operates more than 90 buses during weekday peak periods, and shared-ride, demand responsive programs to provide evening services. The bus system is the second largest transit system in the State by ridership,providing over seven million rides per year. The bus system is financed primarily with a special ad valorem tax levy,federal and State operating and capital assistance, and contractual contributions from the Town of Carrboro and The University of North Carolina at Chapel Hill. The Town receives federal operating assistance from the Federal Transit Administration and State operating assistance which combined equals about 30%of eligible operating costs for the system. The County does not directly contribute to the bus system and has no financial responsibility for the system. In 2026, the Town of Chapel Hill is expected to complete design of a North-South Bus Rapid Transit ("NSBRT") system along an 8.2-mile corridor in the Town. The NSBRT system will include dedicated bus lanes, new bus stations, more frequent bus stops, and longer operating hours, along with pedestrian and cycling improvements along the route. The NSBRT project is expected to increase transit capacity, connect with regional transit networks and provide an opportunity to expand bus rapid transit to other corridors. The estimated cost of the NSBRT project is $180 million,with 80%federal financing and 20% local and state funding. Construction is expected to begin in 2027, with service launching in approximately 2030. Orange County Transportation Services offers a continuum of locally accessible transportation services, including pick-up and drop-off services for the elderly and disabled. In fiscal year 2025, Orange County Transportation Services received approximately$2.5 million through the federal Grants for Buses and Bus Facilities Program. The Hillsborough circulator connects major destinations throughout 32 102 Hillsborough with hourly service Monday through Friday. This service is free to all passengers.In addition, Triangle Transit Authority operates a bus system that provides commuter services to County residents. Air transportation is provided by various major,commuter and commercial airlines at the Raleigh- Durham International Airport("RDU"), approximately ten miles from the County. RDU is serviced by 19 airlines. Approximately 15.6 million people boarded or deplaned aircraft at this airport in calendar year 2025, as compared to 15.4 million passengers in calendar year 2024. RDU currently has non-stop service to approximately 70 domestic and 14 international destinations. Rail freight service is provided by Norfolk Southern Railway on railways in the County owned by the North Carolina Railroad Company. The railways owned by the North Carolina Railroad Company in the County carry more than 60 freight trains and six passenger trains daily. Railway passenger service is provided by Amtrak through its terminals located in Durham, Cary and Raleigh. Human Services Social Services Programs. The Department of Social Services programs are provided for by a combination of federal, State and local funds. Among the programs provided are: Work First, Temporary Aid to Needy Families,Child Protective Services,Daycare Administrative,Foster Care,Energy Assistance, Medicaid, Child Support Enforcement and programs for the elderly. In fiscal year 2025, the Department of Social Services received approximately $2.3 million in Supplemental Nutrition Assistance Program funds. Housing Programs. The Department of Housing and Community Development was awarded$8.2 million in Housing Choice Voucher funds in fiscal year 2025. These funds have supported the County's Housing Stabilization programs which include emergency rental assistance, eviction mitigation, housing vouchers and landlord incentives. Health Programs. The County provides environmental, sanitation, family planning, dental and nursing services throughout the County. Clinics are offered in the Towns of Hillsborough and Chapel Hill and in the public schools. The County has access to the services of the schools of medicine, dentistry, nursing and public health at The University of North Carolina at Chapel Hill and the UNC Health Care System, as well as Duke University Medical Center and a U.S. Veterans Administration Hospital within five miles of the County.No County investment in hospital or major medical facilities is anticipated. Mental Health Programs. The County currently provides funding for mental health, development disabilities, and substance abuse services through Alliance Healthcare, a Managed Care Organization. On February 16, 2021, the Board of Commissioners approved a Local Management Entities/Managed Care Organizations ("LME/MCO") Disengagement Plan to transition the management of Medicaid and uninsured behavioral health and intellectuat/developmental disability ("I/DD") services from Cardinal Innovations Healthcare to Alliance Healthcare. The County,Alliance Healthcare and Cardinal Innovations Healthcare implemented a Continuity of Services Plan to ensure a seamless transition for stakeholders. The transition to Alliance became effective January 1, 2022. Other Human Services.In addition to social service,health and mental health programs,the County provides agricultural services, housing and community development services, library services, aging services, criminal justice resources and support to various private non-profit agencies located within the County. Parks, Recreation and Open Space. The North Carolina Department of Natural and Cultural Resources works to conserve and manage the natural and cultural resources of the County. Included within 33 103 this "green infrastructure" are natural areas and nature preserves, open spaces, parks and recreation facilities,water resources, and agricultural and resource lands.Programs ranging from athletics to fine arts are offered to residents of all ages at several park sites and community centers. Public Service Enterprises Water and Sewer Services.Water and sewer services are provided to the majority of the population of the County by the Orange Water and Sewer Authority(the "Authority"). The Authority was created in 1975 by the Board of Commissioners of the County and the town councils of the Towns of Chapel Hill and Carrboro for the purpose of acquiring,consolidating,improving,and operating the existing water and sewer systems in the southern portion of the County. Prior to the formation of the Authority, water service was provided by The University of North Carolina at Chapel Hill and the Town of Carrboro and sewer service was provided by the Towns of Chapel Hill and Carrboro in conjunction with the University. The Authority began utilities operations in 1977 when the Towns of Chapel Hill and Carrboro and The University of North Carolina at Chapel Hill conveyed their water and sewer facilities to the Authority. Under the terms of the transfer, the Authority provides and maintains sewage collection and treatment facilities and water supply,treatment and distribution facilities. The Town of Hillsborough and the City of Mebane, which is partly located within the corporate limits of the County,also own and operate water and sanitary sewer systems. The County issued water and sanitary sewer bonds in the late 1960s to finance the construction of the Lake Orange reservoir, which serves the water system of the Town of Hillsborough, and the construction of improvements which serve the water and sanitary sewer systems of the City of Mebane. In addition, the Orange Alamance Water System, a private corporation,utilizes Lake Orange and provides water service to a part of the west central portion of the County. The County's water supply has been supplemented by the addition of the Cane Creek Reservoir, which was built by the Authority in 1989. Increased water supply has also resulted from the renovations to the dam at Lake Orange,which is owned by the County. Sanitary Landfill. On July 1,2013,the County entered into an interlocal agreement with the nearby City of Durham,North Carolina, for certain solid waste purposes. The City of Durham has agreed to allow the County to deliver solid waste to a City of Durham-operated transfer station located in Durham. The agreement automatically renews annually. On July 1, 2025, the County entered into a contract with WM Recycling America, LLC for certain recycling material processing and municipal solid waste disposal services. The contract extends until June 30, 2030, with the option to extend. The County continues to evaluate other options for solid waste disposal. Other Public Service Enterprises. Telephone service in the County is provided by Spectrum, AT&T, CenturyLink and Verizon Communication. Electric service is provided by Duke Energy and Piedmont Electric Membership Corporation. Gas service is provided by Enbridge Gas North Carolina. Other Services. Fire and police protection are provided by the Towns of Chapel Hill,Carrboro and Hillsborough and the City of Mebane within their respective jurisdictions. In the unincorporated areas of the County, fire protection is provided in 12 fire districts pursuant to contracts between the County, the municipalities and various fire departments. Police protection in the unincorporated areas of the County is provided by the County Sheriff's Department. The County's Emergency Services Department provides four general areas of countywide emergency assistance, emergency communications (911), emergency medical services, fire marshal and 34 104 emergency management. Volunteer rescue squads work jointly with the County to provide a significant amount of such services. DEBT INFORMATION Legal Debt Limit In accordance with the provisions of the State Constitution and The Local Government Bond Act, as amended,the County had the statutory capacity to incur additional net debt in an approximate amount of$1.55 billion as of June 30,2025. Outstanding General Obligation Debt General Obligation Bonds June 30,2022 June 30, 2023 June 30,2024 June 30,2025 School Bonds' $120,435,000 $114,255,000 $107,345,000 $100,435,000 Refunding Bonds 7,815,000 2,560,000 -- -- Other Bonds -- -- -- -- Total Outstanding Debt $128,250,000 $116,815,000 $107,345,000 $100,435,000 'On November 5,2024,County voters approved a$300 million general obligation bond referendum for schools. General Obligation Debt Ratios Total GO Debt Total GO Total Outstanding Assessed To Assessed Debt June 30, GO Debt Valuation Valuation Population' Per Capita 2021 124,000,000 19,449,954,413 0.64 148,696 833.92 2022 128,250,000 21,944,533,529 0.58 149,013 860.66 2023 116,815,000 22,807,295,838 0.51 150,477 776.30 2024 107,345,000 23,019,330,145 0.47 150,626 712.65 2025 100,435,000 23,316,128,561 0.43 150,913 665.52 1 Estimate of North Carolina Office of State Budget and Management. 35 105 General Obligation Debt Service Requirements and Maturity Schedule as of June 30,2025 Outstanding GO Debt Fiscal Year Principal and Ending June 30, Principal Payment Interest Payment 2026 6,910,000 10,498,475 2027 6,910,000 10,154,850 2028 6,910,000 9,811,225 2029 6,910,000 9,496,058 2030 6,910,000 9,232,313 2031 6,910,000 9,002,163 2032 6,900,000 8,733,538 2033 6,900,000 8,474,025 2034 6,895,000 8,242,660 2035 6,895,000 8,031,310 2036 6,895,000 7,816,275 2037 6,895,000 7,596,661 2038 6,895,000 7,374,525 2039 5,425,000 5,691,219 2040 1,850,000 2,005,375 2041 1,850,000 1,952,000 2042 850,000 909,250 2043 725,000 754,000 Total $100,435,000 $125,775,920 Note:Totals may not foot due to rounding. General Obligation Debt information for Underlying Units as of June 30,2025 2024 Assessed Tax Rate Bonds Authorized and Total GO Total GO Debt Unit Population) Valuation Per 100 Unissued Debt2 Per Capita Carrboro 21,494 $2,923,743,304 0.6044 -- $1,600,000 $74.44 Chapel Hill 64,785 9,854,210,642 0.5920 $38,815,000 53,661,000 828.29 Hillsborough 10,334 1,718,616,969 0.6070 -- -- -- Mebane' 20,426 4,677,004,849 0.3700 -- -- -- 'Estimates of North Carolina Office of State Budget and Management. 2 Does not include installment financing agreements, revolving loans and revenue bonds as these obligations are not general obligations. 3 Approximately 20%of this population resides in Orange County and 80%resides in Alamance County. 36 106 Other Long-Term Commitments The County currently has a variety of financing agreements for vehicles and other equipment. In addition, the County has financed school, public buildings, landfill and water and sewer projects through installment financing agreements (including other financings using limited obligation bonds) which, as of June 30,2025,had a combined principal balance of approximately$230.7 million. Annual requirements to service these obligations are as follows: Fiscal Year Landfill and Sportsplex Governmental Purposes Totals Ending Principal Principal Principal June 30 Principal and Interest Principal and Interest Principal and Interest 2026 $1,088,214 $1,464,164 $17,011,081 $24,861,981 $18,099,295 $26,326,145 2027 1,453,512 1,806,154 21,703,423 29,372,461 23,156,935 31,178,615 2028 980,578 1,283,071 17,014,422 23,858,930 17,995,000 25,142,001 2029 856,808 1,123,038 16,505,192 22,674,110 17,362,000 23,797,148 2030 837,808 1,072,145 15,236,192 20,776,375 16,074,000 21,848,520 2031-2035 2,973,926 3,743,724 60,567,074 80,080,178 63,541,000 83,823,902 2036-2040 1,845,000 2,143,642 45,987,000 55,528,843 47,832,000 57,672,485 2041-2045 603,000 672,258 23,492,000 26,159,368 24,095,000 26,831,626 2046 75,000 76,687 2,550,000 2,607,375 2,625,000 2,684,062 TOTALS $10,713,846 $13,384,883 $220,066,384 $285,919,621 $230,780,230 $299,304,504 Debt Outlook The County has embarked on an extensive ten-year capital improvement program to finance school facilities,government facilities,and affordable housing.The capital program will be funded through general obligation bond proceeds,installment financing proceeds,and pay-as-you-go funds.The County Manager's recommended ten-year capital investment program contemplates $621.6 million of County funded debt including up to $60.8 million in limited obligation bonds in fiscal year 2026. The County intends to issue approximately$27.8 million of such limited obligation bonds under the Trust Agreements in August 2026. On November 5,2024,County voters approved a$300 million general obligation bond referendum for both school districts by a 67% approval margin. The general obligation bonds will finance school replacements and renovations with issuance expected to begin in fiscal year 2027, resulting in estimated future incremental tax rate increases totaling 10.01 cents. 37 107 TAX INFORMATION General Information 2022 2023 2024 2025 2026 Assessed Valuation Assessment Ratiol 100% 100% 100% 100% 100% Real Property $19,776,883,656 $20,915,506,497 $20,399,712,524 $20,663,526,391 $30,741,655,342 Personal Property 1,884,947,740 1,504,996,150 2,208,133,210 2,224,043,539 2,625,867,086 Public Service Companies' 364,879,155 386,793,191 411,484,411 428,558,631 447,739,235 Total Assessed Valuation 3,4 $21,944,533,529 $22,807,295,838 $23,019,330,145 $23,316,128,561 $33,815,261,663 Tax Rate per$100 0.8187 0.8312 0.8353 0.8629 0.6383 Lev 5 $179,742,965 $186,464,351 $192,242,699 $201,194,873 $214,116,073 1 Percentage of appraised value has been established by statute. 2 Valuation of railroads,telephone companies and other utilities as determined by the North Carolina Property Tax Commission. 3 The value of tax-exempt property has been subtracted from the assessed valuations of real property and personal property listed in this table. For the assessed values of tax-exempt property in the County for such fiscal years,see the County's Audited Financial Statements in Appendix B. 'Revaluation of real property became effective with the 2021-22 tax levy.Real property was previously reappraised for 2017-18 and the next appraisal will be effective in 2025-26. 'The levies reported for fiscal years 2022 through 2024,inclusive,are drawn from the annual settlement of the tax collector reported pursuant to G.S. § 105-373 and reflected in the County's Audited Financial Statements in Appendix B. The levy for fiscal years 2025 and 2026 is calculated by multiplying the total assessed valuation by the tax rate for the corresponding fiscal year. In addition to the County-wide rate shown in the previous chart, all taxable property within the Chapel Hill-Carrboro City School Administrative Unit is subject to a special school district tax. The special school district tax rates per$100 assessed valuation for the past five fiscal years are as follows: 2021 2022 2023 2024 2025 Special School District Chapel Hill-Carrboro City Schools $0.2018 $0.1830 $0.1830 $0.1980 $0.1980 Special Fire Districts. Most property in the unincorporated portions of the County is also subject to an additional tax rate for one of the 12 fire districts,which range from $0.0535 to $0.1079 for the fiscal year ending June 30,2026. Tax Collections Fiscal Year Prior Year's Current Year's Percentage Ended June 30, Lew Collections Levy Collections Collected 2021 $853,760 $167,481,534 99.16% 2022 952,893 178,314,181 99.21 2023 1,360,875 185,261,931 99.36 2024 943,294 191,110,361 99.41 2025 1,041,802 203,093,722 99.21 20261 814,864 210,173,962 98.76 1 For the nine months ended March 31,2026. For the nine-month period ended March 31,2025,current year levy collections were $196,959,940. Source:Annual Comprehensive Financial Report of the County for fiscal year ended June 30,2025. 38 108 Ten Largest Taxpayers for the Fiscal Year ended June 30,2025 Percentage Assessed of Assessed Name Type of Enterprise Valuation Value Duke Energy Carolinas LLC Public Utility $215,868,421 0.93% Thermo Fisher Scientific Manufacturing 156,860,793 0.67 NR Edge Apartments Property Apartments/Retail 111,079,512 0.48 Chapel Hill Foundation Real Estate Holdings Inc Apartments/Retail 111,042,700 0.48 Mre Propco LP(Medline) Industrial 85,057,500 0.36 BIR Chapel Hill LLC Apartments/Retail 80,124,700 0.34 83 ChartleyNC Owner LLC Apartments/Retail 79,278,502 0.34 Piedmont Electric Member Corp Public Utility 77,142,270 0.33 Northwestern Mutual Life Insurance Co Apartment Rentals 68,912,285 0.30 Townhouse Apartments LLC Apartment Rentals 68,284,199 0.29 $1,053,650,882 4.52% Source:Annual Comprehensive Financial Report of the County for fiscal year ended June 30,2025. FISCAL YEAR 2025-26 BUDGET COMMENTARY The adopted General Fund Budget for fiscal year 2025-26 totals $306.04 million, representing an approximately 4% increase over the fiscal year 2024-25 adopted budget. The County is on a four-year revaluation cycle. The most recent revaluation became effective January 1, 2025. This updated County- wide property revaluation applies to all real property assessments. The total tax base increased from$23.6 billion in fiscal year 2024-25 to$33.3 billion in fiscal year 2025-26 or 42.6%. The tax base increase results in a statutorily required decrease in the tax rate from 86.29 cents to a revenue neutral rate of 62.64 cents per $100 of assessed value. To fund the fiscal year 2025-26 budget, the property tax rate was set at 63.83 cents per$100 of assessed value,which is 1.19 cents above the revenue-neutral rate which is projected to generate $3.9 million in additional revenue. Education funding continues to be a priority in the fiscal year 2025-26 budget. Per-pupil expenditure for Orange County Schools increases to $5,877, while funding for the Chapel Hill-Carrboro City Schools increases to$8,560(including revenue from the special district tax). The budget also reflects continued support for Behavioral Health and Housing programs and increasing the Longtime Homeowners Assistance program and reallocating funds to Emergency Housing Assistance. The budget includes a 2% pay increase for all permanent county employees effective July 1, 2025, and the official adoption of an$18.18/hour living wage for both permanent and temporary employees. The budget increases funding for the Orange County Campus of Durham Technical Community College by 8%, reflecting the increasing demand for non-instructional services from county residents.The fiscal year 2025- 26 budget goals are consistent with the County Strategic Plan and Financial Policies. CYBERSECURITY The County, like many other large public and private entities, relies on a large and complex technology environment to conduct its operations and faces multiple cybersecurity threats involving, but not limited to, hacking, phishing viruses, malware and other attacks on its computing and other digital networks and systems (collectively, "Systems Technology"). As a recipient and provider of personal, private, or sensitive information, the County may be the target of cybersecurity incidents that could result in adverse consequences to the County and its Systems Technology,requiring a response action to mitigate the consequences. The County has hired a Security Officer that dual reports to the County Manager and Chief Investment Officer. The County deploys regular training to all County employees throughout the year. 39 109 Orange County IT takes a multi-layered approach regarding enterprise security and data loss prevention to protect against internal and external threats. • Perimeter security is handled by employing state-of-the-art firewall(s), and intrusion detection and prevention systems as well as email scanning prior to email being delivered to county servers for processing. • Multifactor authentication is used for user device access to network resources. • VPN and virtual desktop technologies are deployed for secure and managed remote access. • The principle of least privilege access is used for all uses both common and administrative. • Beyond the perimeter all network traffic is monitored north, south, east and west.Appropriate alerts are configured for anomalous behavior. • Network traffic is segmented to prevent the risk of cross contamination during security events. • Multiple security incident/information and event management strategies are used, i.e., SIEM technology to monitor server and device events. • File level access and permissions are systematically audited on access to comply with various compliance and standards requirements. • Along with typical nightly, weekly and monthly backups routines, data is sent off site and database data is stored immutably in the cloud. • Next Generation end point detection and response is deployed across the enterprise with dedicated third-party staff reviewing incidents as they occur, 24 hours per day, 365 days per year. Orange County Information Technologies' multi-layered approach includes mandatory security training for all employees that access the network as well as having an IT Security Officer to review and create appropriate security policies and procedures. PENSION PLANS The County participates in the North Carolina Local Governmental Employees'Retirement System ("LGERS"). LGERS is a service agency administered through a board of trustees(the"Board of Trustees") by the State for public employees of counties, cities,boards, commissions and other similar governmental entities. While the State Treasurer is the custodian of system funds, administrative costs are borne by the participating employer governmental entities. The State makes no contributions to the system. The system provides, on a uniform system-wide basis, retirement and, at each employer's option, death benefits from contributions made by employers and employees. Employee members contribute six percent of their individual compensation. Each new employer makes a normal contribution plus, where applicable, a contribution to fund any accrued liability over a 24-year period. The County's contractually required contribution rate for fiscal year 2024-25 was 13.65%of eligible payroll for general employees and 15.10% of eligible payroll for law enforcement officers ("LEO"). The County's contractually required contribution rate for fiscal year 2025-26, is 14.38% of eligible payroll for general employees and 16.08% of eligible payroll for LEOs. The accrued liability contribution rate is determined separately for each 40 110 employer and covers the liability of the employer for benefits based on employees' service rendered prior to the date the employer joins the system. Additional rates, such as rates associated with death benefits or past service liabilities, will be added to the base rate to determine the actual contribution percentage for each employer. Members qualify for a vested deferred benefit at age 50 with at least 20 years of creditable service; at age 60 after at least five years of creditable service to the unit of local government. Unreduced benefits are available: at age 65, with at least five years of service; at age 60, with at least 25 years of creditable service;or after 30 years of creditable service,regardless of age. Benefit payments are computed by taking an average of the annual compensation for the four consecutive years of membership service yielding the highest average. This average is then adjusted by a percentage formula, by a total years of service factor, and by an age service factor if the individual is not eligible for unreduced benefits. Contributions to the system are determined on an actuarial basis. For information concerning the County's participation in the North Carolina Local Governmental Employees' Retirement System and the Supplemental Retirement Income Plan of North Carolina see the Notes to the County's Audited Financial Statements in Appendix B. Financial statements and required supplementary information for LGERS are included in the Annual Comprehensive Financial Report ("ACFR") for the State. Please refer to the State's ACFR for additional information. OTHER POST-EMPLOYMENT BENEFITS The County administers a single employer defined benefit Postemployment Healthcare Benefits Plan. This plan provides post-employment health care benefits to retirees of the County. A Permanent Employee employed on or before June 30,2012 and who commences retirement and meets the following conditions receives an annual retirement medical allowance. A participant must be eligible and approved to receive retirement benefits in accordance with the regulations of the North Carolina Local Government Employees Retirement System and meet one of the following conditions: 1) A minimum of ten years of service with the County, 2) Age 65 with a minimum of five years of service with the County,or 3) Disabled retirement with a minimum of five years of service with the County. A Permanent Employee employed after June 30, 2012 and who commences retirement and meets the following conditions receives an annual retirement medical allowance. A participant must be eligible and approved to receive retirement benefits in accordance with the regulations of the North Carolina Local Government Employees Retirement System and meet one of the following conditions: 1) A minimum of 20 years of service with the County, 2) Age 65 with a minimum of ten years of service with the County, or 3) Disabled retirement with a minimum of ten years of service with the County. The County contributes to the cost of health insurance premiums for both non-Medicare eligible retirees and Medicare eligible retirees based on the years of service with Orange County using the following schedule: 41 111 If hired on or before June 30, 2012: Years of Service at Retirement Age at Retirement County Contribution 10 or more Any Age 100% 5-9 65 50% If hired after June 30,2012: Years of Service at Retirement Age at Retirement County Contribution 20 or more Any Age 100% 10-19 65 50% Per resolution, the County is required to contribute the projected pay-as-you go financing requirements,with an additional amount to prefund benefits as determined annually by the Board. Benefit payments by the County were $5,182,720 for the fiscal year ended June 30, 2025. The Annual OPEB Cost ("AOC") is equal to the Annual Required Contribution ("ARC"), one year's interest on the Net OPEB Obligation, and an adjustment to the ARC to offset the effect of actuarial amortization of past under or over contributions. The County funds its OPEB healthcare benefits on a pay as you go basis as part of the annual budget process.The County paid$5,182,720 in OPEB benefits in fiscal year 2025,and has budgeted approximately $4,674,204 for benefit payments in fiscal year 2026. In addition to these annual payments, the County has reserved approximately $8.2 million of committed fund balance toward its OPEB obligations. The County has also established an irrevocable trust for OPEB benefits that contains approximately$416,498. The following table presents additional information on the County's OPEB liabilities. Measurement Net OPEB NOL as % of Date Liability(NOL) Covered Payroll June 30,2025 $121,051,720 180.2% June 30,2024 $118,859,926 228.0 June 30,2023 $120,541,187 231.2 June 30,2022 $132,374,775 238.2 GASB 74 requires the presentation of the Net OPEB Liability ("NOL") effective as of June 30, 2017. The GASB 74 required NOL actuary methodology and assumptions results in a higher liability than the unfunded actuarial accrued liability("UAAL"). CONTINGENT LIABILITIES The County is not aware of any contingent liabilities that it expects would materially adversely affect its ability to meet its financial obligations. 42 112 APPENDIX B MANAGEMENT'S DISCUSSION AND ANALYSIS AND THE BASIC FINANCIAL STATEMENTS OF ORANGE COUNTY,NORTH CAROLINA 113 [THIS PAGE INTENTIONALLY LEFT BLANK] 114 Management's Discussion and Analysis The Management's Discussion and Analysis of the financial activities of the County, lifted from the Annual Comprehensive Financial Report for the County for the fiscal year ended June 30, 2025, is included in this Appendix. Management's Discussion and Analysis provides an objective and easily readable short and long-term analysis of the County's financial activities based on currently known facts, decisions or conditions. Management's Discussion and Analysis is not a required part of the Basic Financial Statements but is supplementary information required by the Governmental Accounting Standards Board. The independent auditors of the County have applied certain limited procedures, which consist primarily of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, they did not audit this information and did not express an opinion on it. B-1 115 Financial Information The financial statements of the County have been audited by certified public accountants for the fiscal year ended June 30, 2025. Copies of these financial statements containing the unqualified report of the independent certified public accountant are available in the office of the Chief Financial Officer at 131 West Margaret Lane, Third Floor, PO Box 8181,Hillsborough,North Carolina 27278. The following financial statements are the Basic Financial Statements of the County, the notes thereto and certain required supplementary information, lifted from the Annual Comprehensive Financial Report of the County for the fiscal year ended June 30,2025. B-2 116 APPENDIX C SUMMARY OF PRINCIPAL LEGAL DOCUMENTS 117 [THIS PAGE INTENTIONALLY LEFT BLANK] 118 APPENDIX D FORM OF OPINION OF BOND COUNSEL 119 [THIS PAGE INTENTIONALLY LEFT BLANK] 120 APPENDIX E BOOK-ENTRY ONLY SYSTEM 121 [THIS PAGE INTENTIONALLY LEFT BLANK] 122 APPENDIX E BOOK-ENTRY ONLY SYSTEM Beneficial ownership interests in the 2026B Bonds will be available only in a book-entry system. The actual purchasers of the 2026B Bonds (the "Beneficial Owners")will not receive physical certificates representing their interests in such 2026B Bonds purchased. So long as The Depository Trust Company,a New York corporation("DTC"), or its nominee is the registered owner of the 2026B Bonds,references in this Official Statement to the Owners of the 2026B Bonds shall mean DTC or its nominee and shall not mean the Beneficial Owners of the 2026B Bonds. The Trust Agreement contains provisions applicable to periods when DTC or its nominee is not the registered owner. The following description of DTC, its procedures and record keeping with respect to beneficial ownership interests in the 2026B Bonds,payment of interest and other payments with respect to the 2026B Bonds to DTC Participants or to beneficial owners, confirmation and transfer of beneficial ownership interests in the 2026B Bonds and/or other transactions by and between DTC, DTC Participants and beneficial owners is based on information furnished by DTC. DTC will act as securities depository for the 2026B Bonds. The 2026B Bonds will be registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate in the aggregate principal amount of each maturity of the 2026B Bonds will be deposited with DTC or its designee. So long as Cede & Co. is the registered owner of the 2026B Bonds, as DTC's Partnership nominee, reference herein to the Owners or registered owners of the 2026B Bonds shall mean Cede& Co. and shall not mean the beneficial owners of the 2026B Bonds. DTC,the world's largest securities depository,is a limited-purpose trust company organized under the New York Banking Law, a"banking organization"within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,banks,trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust&Clearing Corporation("DTCC"). DTCC,in turn,is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation,Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation as well as by the New York Stock Exchange, Inc.,the American Stock Exchange, and the National Association of Securities Dealers,Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,banks trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly(the "Indirect Participants" and collectively with the Direct Participants,the "Participants"). DTC has a Standard&Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of 2026B Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for 2026B Bonds on DTC's records. The ownership interest of each actual E-1 123 purchaser of the 2026B Bonds(the`Beneficial Owner")is in turn to be recorded on the Direct and Indirect Participants'records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings,from the Direct or Indirect Participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2026B Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners of such 2026B Bonds. Beneficial Owners will not receive certificates representing their ownership interests in 2026B Bonds,except in the event that use of the book-entry system for such 2026B Bonds is discontinued. To facilitate subsequent transfers, all 2026B Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such name as may be requested by an authorized representative of DTC. The deposit of 2026B Bonds with DTC and their registration in the name of Cede&Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the identities of the actual Beneficial Owners of the 2026B Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2026B Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the 2026B Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to such 2026B Bonds, such as redemptions, defaults and proposed amendments to the security documents. For example, Beneficial Owners of the 2026B Bonds may wish to ascertain that the nominee holding such 2026B Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the 2026B Bonds within a maturity are being redeemed,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in the 2026B Bonds of such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the 2026B Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures,DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting and voting rights to those Direct Participants to whose accounts such 2026B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Because DTC is treated as the owner of the 2026B Bonds for substantially all purposes under the Trust Agreement,Beneficial Owners may have a restricted ability to influence in a timely fashion remedial action or the giving or withholding of requested consents or other directions. In addition, because the identity of Beneficial Owners is unknown to the County, to DTC or to the Trustee, it may be difficult to transmit information of potential interest to Beneficial Owners in an effective and timely manner. Beneficial Owners should make appropriate arrangements with their broker or dealer regarding distribution of information regarding the 2026B Bonds that may be transmitted by or through DTC. Principal,premium,if any,and interest payments on the 2026B Bonds will be made to Cede&Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to E-2 124 credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants and not of DTC (nor its nominee), the Trustee or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal,premium,if any, and interest to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the Trustee's responsibility, disbursement of such payments to Direct Participants is DTC's responsibility, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. The County cannot and does not give assurance that Direct and Indirect Participants will promptly transfer payments to Beneficial Owners. DTC may discontinue providing its services as securities depository with respect to the 2026B Bonds at any time by giving reasonable notice to the County and the Trustee. Under such circumstances, in the event that a successor depository is not obtained,physical certificates representing interests in 2026B Bonds are required to be printed and delivered. The County may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, physical certificates will be printed and delivered to DTC. The County and the Trustee have no responsibility or obligation to DTC, the Direct Participants, the Indirect Participants or the Beneficial Owners with respect to(1)the accuracy of any records maintained by DTC or any Participant, or the maintenance of any records; (2)the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the 2026B Bonds, or the sending of any amount due to any beneficial owner in respect to the 2026B Bonds or the sending of transaction statements; (3)the delivery or timeliness of delivery by DTC or any Participant of any notice to any Beneficial Owner which is required or permitted under the Trust Agreement to be given to Owners;(4)the selection of the Beneficial Owners to receive payments upon any partial redemption of the 2026B Bonds; or(5) any consent given or other action taken by DTC or its nominee as the registered owner of the 2026B Bonds,including any action taken pursuant to an omnibus proxy. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources the County believes to be reliable, but the County takes no responsibility for the accuracy thereof. E-3 125 Attachment 5 MW Draft of 6/30/26 $[ l ORANGE COUNTY,NORTH CAROLINA LIMITED OBLIGATION BONDS, SERIES 2026B BOND PURCHASE AGREEMENT July [_],2026 Orange County,North Carolina Hillsborough,North Carolina Ladies and Gentlemen: The undersigned, Truist Securities, Inc. ("Truist") on its own behalf and as representative of Ramirez& Co., Inc. (together, the "Underwriters"), offers to enter into the following purchase agreement (this "Bond Purchase Agreement") with Orange County, North Carolina (the "County"), which, upon the County's acceptance of this offer, will be binding upon the County and the Underwriters. This offer is made subject to the County's acceptance of this Bond Purchase Agreement, which acceptance shall be evidenced by the execution and delivery (manually or by facsimile or .pdf transmission) of this Bond Purchase Agreement by a duly authorized officer of the County on or before 5:00 P.M., Eastern Time, on the date hereof. Upon such acceptance, execution and delivery,this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the County and the Underwriters. Except as expressly otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in the Preliminary Official Statement(as defined below). (1) Purchase and Sale. (a) Upon the terms and conditions and based on the representations, warranties and covenants hereinafter set forth,the Underwriters hereby agree to purchase from the County, and the County hereby agrees to sell to the Underwriters, all (but not less than all) of the $[� aggregate principal amount of the County's Limited Obligation Bonds, Series 2026B (the "Bonds") dated the date of payment for and the delivery of the Bonds (such payment and delivery being herein sometimes called the"Closing"). The purchase price for the Bonds shall be$[ (representing the principal amount of the Bonds,plus [net] original issue premium of$[ ], and less underwriters' discount of$[ ) (the "Purchase Price"). The Underwriters shall pay the Purchase Price for the Bonds on the day of the Closing by wiring $[ ], at the County's direction, to the Trustee (as defined below). (b) The Bonds shall be issued and secured under and pursuant to a Trust Agreement dated as of June 1, 2018 (the "2018 Trust Agreement"), and a Sixth Supplemental Trust Agreement dated as of August 1, 2026 (the "Sixth Supplemental Trust Agreement" and, together with the 2018 Trust Agreement, as previously supplemented,the"Trust Agreement"), each between the County and The Bank of New York Mellon Trust Company,N.A., as trustee(the"Trustee"). The County is authorized pursuant to Section 20 of Chapter 160A of the General Statutes of North Carolina(the"Act"),to issue the Bonds for the purpose of providing funds to the County to (i) construct, equip and otherwise improve the County's Crisis Diversion Center and (ii)pay certain costs incurred in connection with the sale and issuance of the Bonds. The County's issuance of the Bonds has been authorized by a resolution adopted by the Board of Commissioners of the County on July 9,2026(the"Approving Resolution"). As security for performance of the County's obligations under the Trust Agreement, the County will execute and deliver to a deed of trust trustee (the "Deed of Trust Trustee"), for the benefit of the Trustee, a Deed of Trust Supplement#6 126 dated as of August 1, 2026 (the "Sixth Deed of Trust Supplement"), supplementing the Existing Deed of Trust(as so supplemented,the"Modified Deed of Trust"),granting a first lien of record on the Mortgaged Property, subject to Permitted Encumbrances. (c) The Bonds shall be dated the date of the Closing, shall mature on the dates and in the amounts, shall bear interest at the rates and shall have the terms stated in Exhibit A attached hereto. (2) Sale of All the Bonds; Offering. It shall be a condition to the County's obligation to sell and deliver the Bonds to the Underwriters,and to the obligation of the Underwriters to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the County, and accepted and paid for by the Underwriters at the Closing. The Underwriters intend to make a bona fide public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices set forth in Exhibit A. The Bonds may be offered and sold to certain dealers (including dealers depositing such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices. The Underwriters reserve the right to make such changes in such prices as the Underwriters shall deem necessary in connection with the offering of the Bonds. (3) Establishment of Issue Price. (a) Truist, on behalf of the Underwriters, agrees to assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of Truist, the County, and Sanford Holshouser PLLC ("Bond Counsel"), to accurately reflect, as applicable,the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) [Except as otherwise set forth in Exhibit B attached hereto,the][The] County will treat the first price at which 10%of each maturity of the Bonds(the "10%test")is sold to the public as the issue price of that maturity(if different interest rates apply within a maturity,each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, Truist shall report to the County the price or prices at which the Underwriters have sold to the public each maturity of the Bonds. (c) [Truist confirms that the Underwriters have offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices(the"initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Bond Purchase Agreement, the maturities of the Bonds for which the 10%test has not been satisfied and for which the County and Truist, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds,the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth(5tt')business day after the sale date; or (2) the date on which the Underwriters have sold at least 10%of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. -2- 127 The Underwriters shall promptly advise the County when the Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public,if that occurs prior to the close of the fifth(5th)business day after the sale date.] (d) Truist confirms that any selling group agreement and any retail distribution agreement (to which Truist is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter,each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by Truist that either the 10%test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by Truist. The County acknowledges that, in making the representation set forth in this subsection, Truist will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public,the agreement of each broker-dealer that is a party to such agreement to comply with the hold- the-offering-price rule,if applicable, as set forth in the retail distribution agreement and the related pricing wires. The County further acknowledges that the Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds. (e) The Underwriters acknowledge that sales of any Bonds to any person that is a related parry to either of the Underwriters shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: i. "public"means any person other than an underwriter or a related party, ii. "underwriter"means(A)any person that agrees pursuant to a written contract with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A)to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), iii. a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly,to(i)at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),(ii)more than 50%common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another),or(iii)more than 50%common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership(including direct ownership of the applicable stock or interests by one entity of the other), and -3- 128 iv. "sale date" means the date of execution of this Bond Purchase Agreement by all parties. (4) Official Statement. The County hereby ratifies and approves the Preliminary Official Statement dated July [1,2026(the"Preliminary Official Statement"),and consents to its distribution and use by the Underwriters prior to the date hereof in connection with the public offering and sale of the Bonds. The County confirms that the Preliminary Official Statement was "deemed final"by the County as of its date for purposes of Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"). Upon acceptance of this offer, the County shall prepare a final Official Statement and shall,within the earlier of seven(7)business days following the date hereof or two business days prior to the Closing Date (as hereinafter defined), deliver to the Underwriters printed copies of such final Official Statement (such final Official Statement, together with any amendment or supplement thereto,being the"Official Statement")in sufficient quantity as may reasonably be required by the Underwriters in order to comply with the Rule and any applicable rules of the Municipal Securities Rulemaking Board(the"MSRB"). The County hereby authorizes and approves the Official Statement and consents to the use and distribution of the Official Statement by the Underwriters in connection with the public offering and sale of the Bonds. At the time of or prior to the Closing,the Underwriters will file, or cause to be filed, the Official Statement with the MSRB. In addition, the County hereby approves and authorizes the Underwriters to coordinate the printing of the Official Statement and consents to the electronic distribution of the Official Statement. (5) Representations of the County. The County hereby represents, warrants and covenants that: (a) The County is a political subdivision duly organized and validly existing under the Constitution and laws of the State of North Carolina(the"State"),and is authorized pursuant to the laws of the State,including the Act, and the Approving Resolution to issue the Bonds. (b) The County has full legal right, power and authority to (i) adopt the Approving Resolution,(ii)execute,deliver and perform its obligations under this Bond Purchase Agreement,the Trust Agreement,the Bonds,and the Modified Deed of Trust;(iii)issue and deliver the Bonds to the Underwriters as provided in this Bond Purchase Agreement;(iv)approve and authorize the distribution of the Preliminary Official Statement and the Official Statement; and (v) carry out and consummate all other transactions contemplated by this Bond Purchase Agreement, the Approving Resolution, the Trust Agreement, the Bonds,the Modified Deed of Trust and the Official Statement. (c) The Approving Resolution has been duly adopted by the County, and the County has duly authorized all necessary action to be taken by the County for: (i)the offering, issuance, sale, and delivery of the Bonds upon the terms set forth herein and in the Official Statement, (ii)the execution and delivery by the County of the Bonds, this Bond Purchase Agreement, the Trust Agreement, the Modified Deed of Trust, and the performance of its obligations under the Bonds,this Bond Purchase Agreement,the Trust Agreement,the Modified Deed of Trust and any and all such other agreements and documents as may be required to be executed, delivered, and received by the County in order to carry out, give effect to, and consummate the transactions contemplated hereby and by the Official Statement (the Bonds, this Bond Purchase Agreement, the Trust Agreement, the Modified Deed of Trust and such other agreements and documents being collectively referred to herein as the"County Documents"), and(iii)the authorization of the use and distribution of the Official Statement. (d) The Approving Resolution was duly adopted at a meeting of the Board of Commissioners of the County called and held pursuant to law and with all public notice required by law -4- 129 and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (e) This Bond Purchase Agreement,the Trust Agreement,the Modified Deed of Trust and any other instrument or agreement to which the County is a party in connection with the consummation of the transactions contemplated by the foregoing documents, when executed and delivered by the parties thereto, and assuming such documents are enforceable against the parties thereto other than the County, will constitute legal,valid and binding obligations of the County(subject,as to the enforcement of remedies, to the valid exercise of judicial discretion, the sovereign police powers of the State and constitutional powers of the United States of America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the rights of creditors generally and the exercise of judicial discretion in accordance with general principles of equity). (f) When delivered to and paid for by the Underwriters at the Closing, in accordance with the provisions of this Bond Purchase Agreement,the Bonds will have been duly authorized, executed and delivered by the County and will constitute legal, valid and binding special obligations of the County, enforceable in accordance with their terms(subject,as to the enforcement of remedies,to the valid exercise of judicial discretion,the sovereign police powers of the State and constitutional powers of the United States of America and to any valid applicable bankruptcy,insolvency,moratorium,reorganization or other similar laws affecting the rights of creditors generally and the exercise of judicial discretion in accordance with general principles of equity) and will be entitled to the benefits of, and secured as provided in, the Trust Agreement. (g) The County has complied,and will at the Closing be in compliance,in all material respects,with the Approving Resolution,the Trust Agreement and the Act and all other agreements relating to the projects to be financed with the Bonds undertaken by the County or with respect to which the County has assumed responsibility. (h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,public board or body,pending or,to the knowledge of the County,threatened against or affecting the County(or,to the knowledge of the County, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the County from functioning or contesting or questioning the existence of the County or the titles of the present officers of the County to their offices or(ii)wherein an unfavorable decision,ruling or finding would(A)materially adversely affect the existence or powers of the County or adversely affect the validity or enforceability of the Bonds, the Approving Resolution, the Trust Agreement, this Bond Purchase Agreement, the Modified Deed of Trust or any agreement or instrument to which the County is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby including, without limitation, the County Documents and the Official Statement; or (B)materially adversely affect (1)the transactions contemplated by the County Documents or the Official Statement,or(2)the exemption of the interest on the Bonds from federal or State income taxation. (i) The County's adoption of the Approving Resolution,its execution and delivery of the County Documents and the Bonds, and compliance with the provisions thereof and hereof, do not and will not conflict with or constitute, on the County's part, a violation of, breach of or default under any material statute, existing law, administrative regulation, filing, decree or order, state or federal, or any provision of the Constitution or laws of the State, or any rule or regulation of the County, or any material indenture, mortgage, lease, deed of trust, note, resolution, or other agreement or instrument to which the County, or its properties, are subject or by which the County, or its properties, are or may be bound or, to the knowledge of the County, any order, rule or regulation of any regulatory body or court having jurisdiction over the County or its activities or properties. -5- 130 (j) The County is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default in any material respect under any document or instrument under and subject to which any indebtedness for borrowed money has been incurred which default would affect materially and adversely the transactions contemplated by any of the County Documents. No event has occurred or is continuing under the provisions of any such document or instrument that,with the lapse of time or the giving of notice, or both,would constitute an event of default thereunder, which event of default would affect adversely the transactions contemplated by any of the County Documents. (k) The County is not in material breach of or in default under the Approving Resolution, any applicable law or administrative regulation of the State or the United States, or any applicable judgment or decree,or any loan agreement,note,resolution or other agreement or instrument to which the County is a party or is otherwise subject, which breach or default would in any way materially adversely affect the authorization or issuance of the Bonds and the transactions contemplated hereby, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute such a breach or default. (1) On and as of the Closing,all authorizations,consents,and approvals of,notices to, registrations or filings with,or actions in respect of any governmental body,agency,or other instrumentality or court required to be obtained, given, or taken on behalf of the County in connection with the execution, delivery and performance by the County of the County Documents, and any other agreement or instrument to which the County is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents,will have been obtained, given, or taken and will be in full force and effect. (m) Any certificate signed by an authorized officer of the County delivered to the Underwriters shall be deemed a representation and warranty by the County to the Underwriters as to the truth of the statements made therein. (n) The County has and will cooperate with the Underwriters and their counsel in any endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States as the Underwriters may request;provided,however,that the County will not be required to execute a general or special consent to service of process or qualify to do business in connection with any qualification or determination in any jurisdiction. (o) The audited financial statements of the County for the period ended June 30,2025, present fairly the County's financial condition as of such date and the results of its operations for the respective periods set forth therein and have been prepared in accordance with generally accepted accounting principles consistently applied. There has been no material change in the financial affairs of the County since June 30,2025, except as disclosed specifically in the Official Statement. (p) If between the date of this Bond Purchase Agreement and the date 25 days after the "end of the underwriting period" for the Bonds, as defined in the Rule, any event occurs which might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the County shall promptly provide written notice to the Underwriters thereof, and if, in the opinion of the County or the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County shall at its expense supplement or amend the Official Statement in a form and in a manner approved by the Underwriters. For purposes of this Bond Purchase Agreement,the"end of the underwriting period" -6- 131 shall be deemed to be the Closing Date(as hereinafter defined),unless the Underwriters shall have notified the County to the contrary on or before the Closing Date. (q) If the Official Statement is supplemented or amended pursuant to subsection(p)of this Section, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subsection) at all times subsequent thereto up to and including the Closing Date, the County shall take all steps necessary to ensure that the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading. (r) The information in the Preliminary Official Statement (excluding therefrom the information under the captions "INTRODUCTION—Book-Entry Only" and"UNDERWRITING" and in Appendix E, as to which no representations or warranties are made), including its attachments and appendices,at the time of acceptance hereof is correct in all material respects,and such Preliminary Official Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and the information in the Official Statement (excluding therefrom the information under the captions "INTRODUCTION — Book-Entry Only" and "UNDERWRITING" and in Appendix E, as to which no representations or warranties are made) as of its date and as of the Closing Date, will be true and correct and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein,in the light of the circumstances under which they were made,not misleading. (s) Between the date hereof and the Closing, the County shall not, without the prior written consent of the Underwriters, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in the course of normal business operations of the County or except for such borrowings as may be described in or contemplated by the Official Statement. (t) Except as described in the Official Statement,during the last five years,the County has not failed to materially comply with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12. The execution and delivery of this Bond Purchase Agreement by the County shall constitute a representation by the County to the Underwriters that the representations, warranties and covenants contained in this Section 5 are true as of the date hereof; provided that no officer of the County shall be individually liable for the breach of any representation,warranty or covenant made by the County in this Section 5. (6) Closing. At 10:00 a.m.,Eastern Time, on August [_],2026, or at such other time or date as the County and the Underwriters shall mutually agree upon (the "Closing Date"), the County shall (a) deliver or cause to be delivered,through the custody of The Depository Trust Company("DTC"),or at such place as the County and Underwriters shall mutually agree upon, for the account of the Underwriters, the Bonds duly executed by the County in fully registered form,bearing proper CUSIP numbers,and registered in the name of Cede& Co., as nominee of DTC,which will act as securities depository for the Bonds; and (b)deliver or cause to be delivered,to the Underwriters at Charlotte,North Carolina, or at such other place as the County and Underwriters may mutually agree upon,the documents described in Section 7(d)hereof. Concurrently with the delivery of the Bonds and the documents mentioned in Section 7(d) hereof at the Closing,subject to the conditions contained herein,the Underwriters will accept such delivery and will pay the purchase price of the Bonds in the amount set forth in Section I hereof by wire transfer in immediately -7- 132 available funds to the Trustee for the account of the County. The Closing shall take place at the offices of the County. The Bonds shall be available for inspection by the Underwriters at least two business days prior to Closing. (7) Closing Conditions/Right to Cancel. The Underwriters enter into this Bond Purchase Agreement in reliance upon the County's representations and agreements herein and the performance by the County of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Underwriters' obligations under this Bond Purchase Agreement are and shall be subject to the following additional conditions: (a) At the time of the Closing, the Approving Resolution, the Trust Agreement, and the Modified Deed of Trust shall be in full force and effect and none of the Approving Resolution,the Trust Agreement, the Modified Deed of Trust or the Official Statement shall have been amended, modified or supplemented,except as may have been approved in writing by the Underwriters,and the County shall have duly adopted, and there shall be in full force and effect, such other resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby. (b) The Bonds, as set forth in Section 6, shall be delivered to the Trustee to be held by the Trustee under DTC's FAST program. (c) The Underwriters shall have the right to cancel their obligation to purchase the Bonds at the time of Closing if any of the documents, certificates or opinions to be delivered to the Underwriters hereunder is not delivered at the time of Closing or if,between the date hereof and the time of Closing, one or more of the following occurs: (i) Legislation(whether or not yet introduced in Congress of the United States ("Congress")) shall be enacted or be actively considered for enactment by the Congress or recommended to the Congress by the President of the United States or favorably reported for passage to either House of Congress by any committee of such House, or a conference committee of both Houses, to which such legislation had been referred for consideration, or a decision by a federal court of the United States or the United States Tax Court shall be rendered, or an order, ruling, regulation or official statement by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or other governmental agency shall be made or proposed,or a release or official statement made by the President of the United States or by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal taxation upon revenues or other income of the general character to be derived by the County or upon interest received on obligations of the general character of the Bonds which in the Underwriters'judgment, materially adversely affects the market for the Bonds; or (ii) Legislation shall hereafter be enacted or actively considered for enactment or introduction, with an effective date on or prior to the Closing, or a decision by a court of the United States shall be rendered or a stop order, ruling, regulation or proposed regulation by or on behalf of the Securities and Exchange Commission or other agency having jurisdiction shall be made,to the effect that the issuance,sale and delivery of the Bonds,or any other obligations of any similar public body of the general character of the County is in violation of the Securities Act of 1933, as amended, of the Securities Exchange Act of 1934, as amended, or of the Trust Indenture Act of 1939, as amended or with the purpose or effect of otherwise prohibiting the issuance, sale or delivery of the Bonds, as contemplated hereby, or of obligations of the general character of the Bonds; or -8- 133 (iii) There shall have occurred any outbreak or escalation of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the Underwriters' judgment, would materially adversely affect the market for, or market price of,the Bonds; or (iv) There shall be in force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or (v) A general banking moratorium shall have been declared by federal, State or New York authorities having jurisdiction,and be in force,or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred such as to make it, in the judgment of the Underwriters, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Official Statement; or (vi) An event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Official Statement and the effect of which, in the judgment of the Underwriters, would materially adversely affect the market for the Bonds or the sale, at the contemplated offering prices (or yields),by the Underwriters of the Bonds; or (vii) Any of [Fitch Ratings Inc. ("Fitch"),] Moody's Investors Service, Inc. ("Moody's)or S&P Global Ratings, a business unit of Standard& Poor's Financial Services LLC ("S&P") shall have taken any action to lower, suspend or withdraw their respective ratings on the Bonds and such action,in the opinion of the Underwriters,would adversely affect the market price or marketability of the Bonds. (d) At the Closing,the Underwriters shall receive the following documents: (i) Duly executed or certified copies of each of the Trust Agreement and Deed of Trust; (ii) The approving opinion of Bond Counsel in substantially the form set forth in Appendix D of the Official Statement together with a supplemental opinion in form and substance satisfactory to the Underwriters,and a reliance letter addressed to the Underwriters,each of which shall be dated the Closing Date; (iii) The opinion of John L.Roberts,Esq., County Attorney, dated the Closing Date and addressed to the Underwriters and Bond Counsel in form and substance satisfactory to the Underwriters; (iv) An opinion of McGuireWoods LLP,as counsel to the Underwriters,dated the Closing Date and addressed to the Underwriters in form and substance satisfactory to the Underwriters; (v) A certificate,dated the Closing Date,of a duly authorized representative(s) or officer(s)of the County and in form and substance satisfactory to the Underwriters,to the effect -9- 134 that(A)the representations and agreements of the County herein are true and correct in all material respects as of the date of Closing; (B) there are not pending or, to such officials' knowledge, threatened legal proceedings that will materially adversely affect the transactions contemplated hereby or by the Trust Agreement, or the validity or enforceability of the Bonds, or the security therefor; (C)the financial information relating to the County provided to the Underwriters presents fairly the financial position of the County as of the date indicated therein and the results of its operations for the period specified therein and the financial statements from which such information was derived have been prepared in accordance with applicable law with respect to the period involved; (D) since June 30, 2025, there has not been any material adverse change in the financial condition of the County taken as a whole or no increase in the County's indebtedness for borrowed money, other than as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriters;(E)the information contained in the Official Statement as of the Closing Date is true and correct in all material respects and did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,not misleading; and(F)the County has complied with all agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing,other than those specified hereunder that have been waived by the Underwriters; (vi) A photocopy of the Official Statement; (vii) One counterpart original of a transcript of all proceedings taken by the County relating to the authorization and issuance of the Bonds; (viii) Specimen Bonds; (ix) A certificate, dated the date of the Closing, of the duly authorized representative(s)or officer(s)of the County,with a copy of the Approving Resolution attached,to the effect that the Approving Resolution has been duly adopted and remains in full force and effect; (x) A certificate, dated on or before the closing date, evidencing the property insurance required by the Trust Agreement; (xi) A pro forma title insurance policy or other evidence of title insurance satisfactory to the Underwriters issued by Investors Title Insurance Company,relating to the Deed of Trust and naming the Trustee as a beneficiary; (xii) Federal tax form 8038-G prepared with respect to the Bonds and ready for filing; (xiii) A tax certificate of the County in form and content reasonably satisfactory to the Underwriters; (xiv) Evidence that Moody's,S&P[and Fitch]have issued ratings for the Bonds of not less than"[_],""[_]"and"[_I",respectively; and (xv) Such additional legal opinions, certificates, proceedings, instruments and other documents, as the Underwriters or legal counsel to the Underwriters may reasonably request to evidence compliance by the County with legal requirements relating to the issuance of the Bonds, the truth and accuracy,as of the date of Closing,of all representations contained herein and the due performance or satisfaction by the County at or prior to the date of Closing of all agreements then -10- 135 to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase Agreement and the Trust Agreement. If the County shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Bond Purchase Agreement or if the obligations of the Underwriters shall be terminated for any reason permitted by this Bond Purchase Agreement,this Bond Purchase Agreement shall terminate and neither the County nor the Underwriters shall have any further obligations hereunder, except that Sections 9 and 10 and the representations and warranties of the County contained therein (as of the date made)will continue in full force and effect. (8) Survival. All representations,warranties and agreements of the County set forth in or made pursuant to this Bond Purchase Agreement shall remain operative and in full force and effect,regardless of any investigations made by or on behalf of the Underwriters and shall survive the delivery of and payment for the Bonds. (9) Payment of Expenses. The County shall pay, out of the proceeds of the Bonds or from its own funds, any expenses incident to the performance of the obligations of the County or the Underwriters hereunder, including but not limited to: (i)the cost of the preparation, reproduction, printing, distribution, and mailing,of the Official Statement; (ii)the fees and disbursements of Bond Counsel and counsel for the County;(iii)the fees and disbursements of any experts retained by the County or the Underwriters;(iv) fees charged by the rating agencies for the rating of the Bonds; and(v) the cost of qualifying the Bonds under the laws of such jurisdictions as the Underwriters may designate, including filing fees and fees and disbursements of counsel for the Underwriters in connection with such qualification and the preparation of Blue Sky Memoranda. If the Bonds are not delivered to the Underwriters pursuant to this Bond Purchase Agreement, the County shall pay all expenses incident to the performance of the County's and the Underwriters' obligations hereunder as provided in this Section. The Underwriters shall pay (i) any fees of the MSRB in connection with the issuance of the Bonds, (ii)the cost of obtaining CUSIP number(s) assigned for the Bonds, and (iii) the fees and disbursements of counsel for the Underwriters. (10) Indemnification. To the extent permitted by law,the County agrees to indemnify and hold harmless the Underwriters, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") against any and all losses,claims,damages or liabilities,joint or several,to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact (except statements pertaining to the Underwriters) contained in the Preliminary Official Statement, the Official Statement (or in any supplement or amendment thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading (except omissions or alleged omissions pertaining to the Underwriters). This indemnity agreement will be in addition to any liability which the County may otherwise have. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the County, and its officials, directors, officers, and employees, and each person who controls the County within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing -11- 136 indemnity from the County to each Underwriter, but only with reference to written information furnished by the Underwriters to the County or information provided by the Underwriters specifically for inclusion in the Preliminary Official Statement or the Official Statement (or in any amendment or supplement thereto). Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party(i)will not relieve it from liability unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought provided, however, that such counsel shall be satisfactory to the indemnified party.Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action,the indemnified party shall have the right to employ separate counsel(including local counsel),and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if(i)the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in,or targets of,any such action include both the indemnified parry and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.An indemnifying party will not,without the prior written consent of the indemnified parties,settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder(whether or not the indemnified parties are actual or potential parties to such claim or action)unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. In the event that the indemnity provided herein is unavailable or insufficient to hold harmless an indemnified party for any reason the County and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) to which the County and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the County on the one hand and by the Underwriters on the other from the offering. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the County and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the County on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, as well as any other relevant equitable considerations. In no case shall any Underwriter(except as may be provided in any agreement among the Underwriters relating to the offering)be responsible for any amount in excess of the purchase discount or fee applicable to the Bonds purchased by such Underwriter hereunder. Benefits received by the County shall be deemed to be equal to the total net proceeds from the offering(before deducting expenses)received by it, and benefits received by the Underwriters shall be deemed to be equal to the total purchase discounts and commissions in each case set forth on the cover of the Official Statement. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the County on the one hand or the Underwriters on the other, the intent of the parties and their relative -12- 137 knowledge, information and opportunity to correct or prevent such untrue statement or omission. The County and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph no person guilty of fraudulent misrepresentation(within the meaning of Section I I(f)of the Securities Act)shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as the Underwriter, and each person who controls the County within the meaning of either the Securities Act or the Exchange Act and each official,director,officer and employee of the County shall have the same rights to contribution as the County, subject in each case to the applicable terms and conditions of this paragraph. (11) Notices. Any notice or other communication to be given to the County under this Bond Purchase Agreement must be given in writing(not to include facsimile transmission or electronic mail) to the applicable address shown below, and any notice under this Bond Purchase Agreement to the Underwriters may be given by delivering the same in writing to Truist as follows: Orange County,North Carolina 300 West Tryon Street Hillsborough,North Carolina 27278 (Attention: County Manager) Truist Securities,Inc. 740 Battery Avenue SE, Floor 3 Atlanta, Georgia 30339 (Attention: Ryan Trauffler,Vice President) (12) Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State. (13) Effectiveness. This Bond Purchase Agreement shall become effective upon the acceptance hereof by the County. (14) Arm's-Length Transaction. The County acknowledges and agrees that the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the County and the Underwriters, acting solely as principals and not as municipal advisors, financial advisors or agents of the County. The Underwriters have not assumed a financial advisory responsibility in favor of the County with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriters, or any affiliate of the Underwriters, has advised or is currently advising the County on other matters)or any other obligation to the County except the obligations expressly set forth in this Bond Purchase Agreement,it being the County's understanding that a financial advisory relationship shall not be deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal securities dealer,a person renders advice to an issuer,including advice with respect to the structure,timing, terms and other similar matters concerning a new issue of municipal securities. The Underwriters have provided to the County prior disclosures regarding their role as underwriters, their compensation, any potential or actual material conflicts of interest,and material financial characteristics and material financial risks associated with the transaction to the extent required by MSRB rules. The Underwriters hereby notify the County that the Underwriters are not acting as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), the Underwriters are not agents of the County, and the Underwriters do not have a fiduciary duty to the County in connection with the matters contemplated by -13- 138 this Bond Purchase Agreement. The County has consulted its own legal,financial,and other advisors to the extent it has deemed appropriate. (15) Miscellaneous. (a) If any provision of this Bond Purchase Agreement shall be held or deemed to be or shall, in fact,be inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution, statute,rule or public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. (b) This Bond Purchase Agreement may be signed in any number of counterparts,each of which shall be an original,but all of which shall constitute but one and the same instrument. (c) This Bond Purchase Agreement is made solely for the benefit of and is binding on the County and the Underwriters(including successors or assigns of the Underwriters)and no other person shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of the parties, superseding all prior agreements, and may not be modified except in writing signed by both of the parties hereto. (d) Under this Bond Purchase Agreement, the Underwriters are acting as principals and not as agents or fiduciaries,and the Underwriters' engagement is as independent contractors and not in any other capacity. The County agrees that it is solely responsible for making its own judgments in connection with the offering of the Bonds regardless of whether the Underwriters have or are currently advising the County on related or other matters. -14- 139 Very truly yours, TRUIST SECURITIES,INC., on its own behalf and on behalf of Ramirez& Co.,Inc. By: Ryan Trauffler Vice President Approved, accepted and agreed to: ORANGE COUNTY,NORTH CAROLINA By: Travis Myren County Manager [Signature Page for Bond Purchase Agreement—Orange County 2026B LOBs] 140 EXHIBIT A Terms of the Bonds Principal Amounts, Interest Rates and Prices Maturity Date (April 1 Principal Amount Interest Rate Yield Price Redemption Provisions The Bonds maturing on or after April 1, 20_are subject to redemption at the County's option,in whole or in part on any date on or after April 1,20_,upon payment of the principal amount to be redeemed plus interest accrued to the redemption date,without premium. A-1 141 EXHIBIT B $[ l Orange County,North Carolina Limited Obligation Bonds, Series 2026B ISSUE PRICE CERTIFICATE The undersigned, on behalf of Truist Securities, Inc. ("Truist"), on behalf of itself and Ramirez& Co., Inc. (together, the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations(the"Bonds"). 1. [Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.][Sale of the General Rule Maturities. As of the date of this certificate,for each Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.] 2. [Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Underwriting Group offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group have agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, they would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold-the-offering-price rule"), and(ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Truist has not offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Each of the other members of the Underwriting Group and each selling group member has represented that it would not offer or sell any Maturity of the Hold the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 3. Defined Terms. [(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the"General Rule Maturities."] [(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the"Hold-the-Offering-Price Maturities."] [(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date(July [_],2026), or(ii)the date on which the Underwriters have sold at least 10%of such Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] B-1 142 (d) Issuer means Orange County,North Carolina. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company,or corporation)other than an Underwriter or a related parry to an Underwriter. The term"related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is July [1,2026. (h) Underwriter means(i)any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Truist's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by other members of the Underwriting Group. B-2 143 TRUIST SECURITIES,INC., on its own behalf and on behalf of Ramirez& Co., Inc. By: Ryan Trauffler,Vice President Dated: ALigList_, 2026 B-3 144 Schedule A Sale Prices of the [Bonds][General Rule Maturities and Initial Offering Prices of the Hold-the-Offering Price Maturities] Sale Prices of the General Rule Maturities Maturity Date (April 1 Principal Amount Interest Rate Price Initial Offering Prices of the Hold-the-Offering Price Maturities Maturity Date (April 1 Principal Amount Interest Rate Price B-4 145 [Schedule B Pricing Wire or Equivalent Communication (Attached)] B-5 146 dome- ORANGENORTHCAROLINA Limited Obligation Bonds, Series 2026B Final Issuance Resolution Gary Donaldson, Chief Financial Officer July 9, 2026 147 Purpose ➢ Obtain Board Approval of Final Issuance Resolution for the Limited Obligation Bonds (LOBS), Series 2026B ➢ On May 5, the Board held a Public Hearing and approved a Resolution to Proceed with Filing Local Government Commission Application for the Limited Obligation Bonds, Series 2026A&B ➢ The Series 2026B Limited Obligation Bonds will provide the balance of the Crisis Diversion Facility project ➢ Previously, the County funded $3,570,493 of certain initial project costs through the Series 2026A LO Bs ➢ Additionally, the County has budgeted $250,000 in the General Fund for project costs and received a $1,100,000 commitment from Alliance Health ➢ Funds obtained for the Crisis Diversion Center through the Series 2026B Limited Obligation Bonds are secured by a Deed of Trust, with a security interest in various County facilities ➢ A summary of the project funding sources and not-to-exceed (NTE) par amount for the Series 2026B Limited Obligation Bonds is included on the following page ➢ Gilbane Guaranteed Maximum Price and Budget Amendment #12-A Approved June 16 Board Meeting ORANGE COUNTY NORTH CAROLINA 148 Sources Funding Description Amount $29 Total Crisis Diversion Center Project , 412,035 Budget Less: Series 2026A Financing (Land and (3,569,656) Professional Services) Less: Alliance Health Contribution MJal Fund Transfer 0 0 0 0 Estimated Series 20266 ProjectMaTrITIM$24,492,379 Requirement Rounded $24.5 million ORANGE • NORTH CAROLINA Key Financing Terms 149 Limited Obligation Bonds, Series 2026B ➢ Security Pledge- County assets serve as collateral, with payments subject to annual County appropriations ➢ Maturity Term- 20-Year maturity matches the useful life of the asset ➢ April 1 and October 1 Repayment Dates to Bank Trustee; First Interest Payment on April 1, 2027, and First Principal Payment on April 1, 2028, consistent with the Debt Model ➢ Estimated Interest Rates- Between 4.5% - 5.5% subject to market conditions ➢ Maximum Annual Debt Service- Estimated to be $2.7 million in FY 2028 ➢ Source of Repayment- Property Taxes ➢ Because Limited Obligation Bonds are not secured by a direct pledge of the County's taxing power, they are usually rated one notch below the County's general obligation bonds ➢ Current Limited Obligation Bonds- Aa1/AA+ from Moody's and Standard & Poor's ORANGE COUNTY NORTH CAROLINA .150 Limited Obligation Bonds Collateral Overview ➢ Security Pledge- County assets serve as collateral, with payments subject to annual County appropriations ➢ Lenders generally require that the value of the collateral be equal to at least 50% of the financing amount (for example, at least $10 million of collateral for a $20 million loan) ➢ The collateral for the Series 2026B Bonds will include the County's Northern and Southern Campuses, the County Justice Facility, and the new Crisis Diversion Facility. The value of this collateral will comfortably exceed lender requirements ➢ Pursuant to the County's financing document, the County can continue to borrow money against this same collateral pool as long as a meaningful portion of the amount financed is used to improve property in the collateral pool ORANGE COUNTY NORTH CAROLINA 151 Debt Service Model Metrics All CI P Projects (Tax-Supported Debt) Debt Ratios 10-year Payout Debt to AV DS to GF Revenues 2026 63.55% 1.11% 11.42% 2027 58.82% 1.58% 12.78% 2028 57.55% 1.90% 13.64% 2029 61.14% 1.85% 17.31% 2030 63.36% 1.66% 18.61% 2031 62.29% 1.81% 18.30% 2032 62.87% 1.85% 18.60% 2033 65.59% 1.73% 19.71% 2034 68.13% 1.49% 19.51% 2035 95.47% 1.38% 18.63% 2036 97.51% 1.28% 17.71% Note: based on planning estimates for the Series 2026A&B Limited Obligation Bonds ORANGE COUNTY NORTH CAROLINA 152 Questions ORANGE COUNTY NORTH CAROLINA