Board of Trustees Meeting November 9, 2020 – 2:00 P.M

BOARD OF TRUSTEES MEETING NOVEMBER 9, 2020 – 2:00 P.M. VIRTUAL ZO O M MEETING

BUSINESS MEETING Resolution 2020-87 Minutes: October 5, 2020 Meeting Resolution 2020-88 Financial Report: October 2020 Resolution 2020-89 Bills & Expenses: October 2020 Resolution 2020-90 Trotwood Development Project Fund 713

AUSTIN INTERCHANGE DEBT SERVICES Resolution 2020-91 Austin Landing I Refinance RZ Bonds

70/75 AIRPORT LOGISTICS ACCESS PROJECT Resolution 2020-92 TABLED - OSIP Grant Agreement Resolution 2020-93 LPA Agreement for Construction Resolution 2020-94 Construction Contract with R.B. Jergens Resolution 2020-95 Professional Services Agreement with CTL Engineering Resolution 2020-96 PDAC Application

WILMINGTON INTERCHANGE PROJECT Resolution 2020-97 Multi-County Project Management & Financing Agreement Resolution 2020-98 PDAC Application Resolution 2020-99 Engineering Services Consultant Selection

SALEM/OLIVE INTERSECTION PROJECT Resolution 2020-100 Double Jay Construction Proposal

PUBLIC COMMENT

ADJOURN

NEXT MEETING

Monday, December 14, 2010 @ 2:00 P.M. Virtual Zoom Meeting

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-87

RESOLUTION APPROVING THE MINUTES OF THE REGULAR BOARD MEETING OF OCTOBER 5, 2020 OF THE MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT BOARD OF TRUSTEES

WHEREAS, the Board of Trustees of the Montgomery County Transportation Improvement District (TID) did meet in the regular board meeting on November 9, 2020 and

WHEREAS, the TID Board has reviewed the minutes of the October 5, 2020, meeting and found them, as prepared, to be a full and accurate account of mentioned meeting.

BE IT THEREFORE RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that the minutes of the regular board meeting on October 5, 2020, are hereby approved as prepared and appended to this resolution.

BE IT FURTHER RESOLVED copies of this resolution be provided to the TID Secretary Treasurer and the Executive Director.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

MINUTES OF THE OCTOBER 5, 2020 BOARD MEETING

The two hundred and thirty-eighth meeting of the Montgomery County Transportation Improvement District (TID) Board of Trustees convened virtually via Zoom on October 5, 2020. Meyer called the meeting to order at 2:07 PM.

VOTING BOARD STAFF Art Meyer Steve Stanley, Executive Director Tom Tatham Crystal Corbin, Deputy Director Walt Hibner Vanessa Glotfelter, Director of Engineering Sean Fraunfelter, Finance Director Mike Eddy, Project Manager Veronica Hull, Administrative Assistant Nick Endsley, General Counsel Bev Shillito, General Counsel Audrey Owens, Intern EXCUSED ABSENCE OTHERS IN ATTENDANCE Stephanie Singer Erick Collins, Montgomery Co. Community & Economic Dev. David Bills Paul Gruner, Montgomery County Engineer Stephanie Goff, Greene County Engineer Caroline Duffy, 143engineers Jay Hamilton, Mead & Hunt Jeff Wallace, Barge Design Joe Schmeltzer, Structurepoint, Inc. Mike Avellano, Woolpert Nathan Fischer, Woolpert Sara Senger, TEC Engineering, Inc. Shelby Ingle, CMT Betty Hull, Rasor Communications Mr. Meyer read the names of the individuals expected to participate in or observe the video teleconference meeting and asked that each person confirm their attendance.

Mr. Stanley introduced Ms. Glotfelter, the TID’s new Director of Engineering.

■ Minutes of September 14, 2020 {Resolution 2020-77}

Mr. Meyer referred the Board to Resolution 2020-77 and the minutes of the September 14, 2020 TID Board Meeting, copies of which were included in the Board Packet.

Mr. Stanley noted a correction to the 1st paragraph of Page 4, adding “by September 30th” to the last sentence of the paragraph. Mr. Meyer noted a second correction in the 5th paragraph of Page 3, adding the word “be” to the 3rd sentence to read “a new one would be necessary.” Mr. Meyer also noted a correction to the spelling of “tornadoes” in connection with the Union Airpark Extension Project. Mr. Tatham noted an adjustment to the formatting between page 2 and page 3.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-77, approving the minutes of the September 14, 2020 TID Board Meeting, as corrected, was moved by Mr. Hibner, seconded by Mr. Tatham, and unanimously approved.

Page 1 of 7

■ Financial Report: September 2020 {Resolution 2020-78}

Mr. Meyer referred the Board to Resolution 2020-78 and the Financial Report for September 2020, copies of which were included in the Board Packet.

Mr. Fraunfelter highlighted several items:

(1) He referred the Board to the Austin Road Fund (#702) and noted the receipt of $94,171.58 of CMAQ funds for the Lyons Road Pedestrian Access Project. He explained that $51,609.18 of that amount was paid directly to the contractor for construction and the balance of $42,562.40 was reimbursed to the TID for additional out-of-pocket expenses for the project. Mr. Fraunfelter also noted the receipt of $47,543.00 from Five Rivers MetroParks related to the Deeds Point Bridge Project. He pointed out an expenditure entry of $45,053.61 for payment of debt service on the SIB Loan for the Austin Interchange Phase 2 Enhancement Project and reminded the Board that funds for the payment were received from the Austin JEDD in August. (2) Mr. Fraunfelter explained that the receipt of $21,500 under the 725/741 Development Fund (#703) was from the Miami Township Community Improvement Corporation for the Vienna Parkway Extension Project Supervisory Services Agreement. He pointed out a $90,732.35 payment to Double Jay Construction for the Vienna Parkway Project. (3) Mr. Fraunfelter referred the Board to the I70/75 Development Fund (#707) and the receipt of $56,164.31 from JobsOhio in 629 Grant funds for the Lightner Road Project. Mr. Stanley commented on the difficulty of obtaining reimbursement for 100% of the funds expended for the project and thanked Ms. (Veronica) Hull for her hard work to obtain all available funds available for the project. Mr. Fraunfelter directed the Board to the Bank Reconciliation Summary and highlighted the unrestricted cash balance of $557,191.03 at the end of September. He added that he anticipated that the unrestricted cash balance would increase in the next several months as a result of the receipt of (1) the multiple rebates from the IRS, (2) the initial project management fee for the 70/75 Airport Logistics Access Project, and (3) $300,000 from Montgomery County for the 2020 guarantee authorized in the TID’s Mutual Services Agreement with the County. Following discussion and response to Board questions and comments, adoption of Resolution 2020-78, approving the September 2020 Financial Report, as presented, was moved by Mr. Tatham, seconded by Mr. Hibner, and unanimously approved.

■ Bills & Expenses: September 2020 {Resolution 2020-79}

Mr. Meyer referred the Board to Resolution 2020-79 and the summary of bills and expenses for September 2020, copies of which were included in the Board Packet.

Mr. Stanley highlighted specific payments that he had authorized. He explained that:

(1) Sebaly Shillito & Dyer’s invoices were well above average for the past several months due to significant project activity and additional legal work associated with hiring Ms. Glotfelter and completing succession employment agreements with himself and Ms. Corbin, and.

(2) The Double Jay construction payment of $90,732.35 under the Vienna Parkway Project had been reimbursed from the project SIB Loan just after the closure of the September report. Following discussion and response to Board questions and comments, adoption of Resolution 2020-79, approving the payment of bills and expenses for September 2020, as presented, was moved by Mr. Hibner, seconded by Mr. Tatham, and unanimously approved.

Page 2 of 7

■ Supplemental Addendum to Mutual Services Agreement {Resolution 2020-80}

Mr. Meyer referred the Board to Resolution 2020-80, authorizing a Supplemental Addendum to the Mutual Services Agreement (“MSA”) with the Montgomery County, copies of which were included in the Board Packet.

Ms. Corbin welcomed Ms. Glotfelter to the TID. She explained to the Board that Ms. Glotfelter had been hired as the TID’s Director of Engineering and that a portion of her time in the near future would be allocated to the Montgomery County Engineer’s Office under the terms of the proposed Supplemental Addendum. She noted that Ms. Glotfelter would be working with the Engineer’s Office approximately 2 days per week through April 2021, with the option to extend the agreement.

Mr. Stanley added that the proposed arrangement between the Engineer’s Office and the TID would be mutually beneficial since it would cover some of the additional cost to the TID of Ms. Glotfelter’s new position and provide the County Engineer with needed staff support until the County’s pandemic-induced hiring freeze was lifted.

Mr. Gruner explained that he had discovered both offices were in discussions with Ms. Glotfelter and that having the chance to share her time would be an ideal arrangement.

Ms. Corbin stated that Mr. Gruner would be presenting the proposed addendum to the Board of County Commissioners as soon as possible. She recommended that the resolution be approved.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-80, approving a Supplemental Addendum to Mutual Services Agreement with the Montgomery County Engineer’s Office, as presented, was moved by Mr. Tatham, seconded by Mr. Hibner, and unanimously approved.

70/75 Airport Logistics Access Project

■ Construction Lowest & Best Bidder {Resolution 2020-81}

Mr. Meyer referred the Board to Resolution 2020-81, approving the selection of R.B. Jergens Contractors, Inc. (“RBJ”) as the lowest and best bidder for construction services for the 70/75 Airport Logistics Access Project, included in the Board Packet.

Mr. Stanley provided the Board with a summary (copy attached) of the bid tabulation. He commented that bids had been received from a large number of contractors, including RJB, Trucco, Eagle Bridge, Brumbaugh, Complete General, Milcon Concrete, Barrett Paving, John R. Jurgensen, Kelchner, and Miller Bros. He reported that the TID had verified RBJ’s unit price proposal, quantities, and bid submission packet. Mr. Stanley noted that the resolution selected RBJ as the lowest and best bidder and offered that a separate resolution would be presented to the Board at the November meeting authorizing the Construction Agreement.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-81, selecting R.B. Jergens Contractors as the lowest and best bidder for construction services for 70/75 Airport Logistics Access Project, as presented, was moved by Mr. Hibner, seconded by Mr. Tatham, and unanimously approved.

■ Construction Inspection Services Consultant {Resolution 2020-82}

Mr. Meyer referred the Board to Resolution 2020-82, authorizing the selection of CTL Engineering for Construction Inspection Services for the 70/75 Airport Logistics Access Project, included in the Board Packet. Page 3 of 7

Ms. Corbin reminded the Board that—since the size and complexity of the 70/75 Airport Logistics Access Project would be best served by procuring the services of a firm specializing in the inspection, testing, and administration of federally funded projects—the TID was required to seek proposals through ODOT’s Quality-Based Selection Process.

Ms. Corbin reported that the TID had received 9 Letters of Interest (LOI’s) from prequalified consulting teams—Terracon Consultants, Quality Control Inspection, Greenman-Pederson, Inc., True Inspection Services, DLZ, The Mannik Smith Group, Prime Construction, American Structurepoint, and CTL Engineering. She stated that a Selection Committee comprised of representatives of the City of Vandalia, the City of Union, the City of Dayton Airport, and TID staff had reviewed the LOI’s and then independently rated and ranked the qualifications of each consultant based upon ODOT’s Consultant Selection Rating Form. She reported that the Committee recommended that CTL Engineering be selected.

Ms. Corbin commented that all of the LOI’s were excellent and from highly qualified consultants.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-82, approving the selection of CTL Engineering fora Construction Inspection, Testing and Administration Services for the 70/75 Airport Logistics Access Project, as presented, was moved by Mr. Tatham, seconded by Mr. Hibner, and unanimously approved.

■ Rasor Communications Professional Services Agreement {Resolution 2020-83}

Mr. Meyer referred the Board to Resolution 2020-83, approving a Professional Services Agreement with Rasor Marketing Communications for the 70/75 Airport Logistics Access Project, copies of which were included in the Board Packet.

Ms. Corbin reminded the Board members that they had approved a Resolution in August accepting a proposal from Rasor Communications for public information about the 70/75 Airport Logistics Access Project and authorizing negotiations with the firm based on the proposal. She explained the initial proposed agreement would be for an amount not to exceed $25,520.

Ms. Corbin shared a draft visual created by Rasor Communications for the project and noted a new logo for the TID.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-83, approving a Professional Services Agreement for the 70/75 Airport Logistics Access Project with Rasor Marketing Communications in an amount not to exceed $25,520.00, as presented, was moved by Mr. Hibner, seconded by Mr. Tatham, and unanimously approved.

675/Wilmington Interchange Project

■ Multi-County Agreement {Resolution 2020-84}

Mr. Meyer referred the Board to Resolution 2020-84, and the authorization of a Multi-County Agreement with Montgomery County and Greene County for the 675/Wilmington Interchange Project, copies of which were included in the Board Packet.

Mr. Stanley provided the Board with a brief history of the 675/Wilmington Interchange Project and the need for a Multi-County Agreement. He explained that the project location would be in both Greene County and Montgomery County. He added that the Ohio Revised Code required an agreement between the two county governments granting permission to the TID to work outside Montgomery County. Mr. Stanley referred the Board to a map of the potential project area and recommended that the Board approve the resolution.

Page 4 of 7

Mr. Stanley introduced Stephanie Goff, the Greene County Engineer. Ms. Goff commented that the project would be a large and unique one. She added the need to update the interchange would be accompanied by identifying impacts of local roadways surrounding the area.

Mr. Stanley clarified that there are no financial commitments in this agreement. Mr. Tatham asked about the general time frame for the project. Mr. Stanley answered that he expected project activity could take between 5 to 10 years.

Mr. Meyer asked when the project would impact the public. Mr. Stanley answered that initial studies and planning work would involve gathering information from the many stakeholders, including the general public.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-84, approving the Multi-County Agreement with Montgomery County and Greene County for the TID to provide services for the 675 / Wilmington Interchange Project, as presented, was moved by Mr. Tatham, seconded by Mr. Hibner, and unanimously approved.

■ Request for Qualifications for Consulting Services {Resolution 2020-85}

Mr. Meyer referred the Board to Resolution 2020-85, and a Request for Qualifications (“RFQ”) for Consulting Services for the 675/Wilmington Interchange Project, included in the Board Packet.

Mr. Stanley explained to the Board that, to be able to submit an application in the 2021 ODOT TRAC process, it would be vital to begin working with a consulting engineering firm as soon as possible.

Mr. Hibner asked if the approved project area could be modified. Mr. Stanley answered that it would be possible for the TID to address a broader area if approved by both the Greene County Commissioners and the Montgomery County Commissioners.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-85, approving the issuance of a Request for Qualifications for Consulting Services for the 675/Wilmington Interchange Project, as presented, was moved by Mr. Hibner, seconded by Mr. Tatham, and unanimously approved.

Salem/Olive Intersection Project

■ CMT Professional Services Agreement {Resolution 2020-86}

Mr. Meyer referred the Board to Resolution 2020-86, approving a Professional Services Agreement (“PSA”) With Crawford Murphy & Tilly (CMT) for the Salem/Olive Intersection Safety Project, copies of which were included in the Board Packet.

Ms. Corbin reminded the Board that it had approved a Project Management & Financing Agreement in August with the City of Trotwood for the Salem/Olive Intersection Project. She explained that Trotwood had a standing engagement with CMT as its municipal engineer and preferred that the TID engage the firm to prepare an application to ODOT’s Safety Program project. Ms. Corbin provided an overview of the intersection and identified hazards.

Ms. Corbin asked if Ms. Ingle had comments. Ms. Ingle explained that the intersection was number 298 among the top 500 urban intersections of interest in Ohio and that it was one of the most dangerous intersections in Montgomery County.

Page 5 of 7

Mr. Meyer asked how the safety issues could be addressed at the intersection. Ms. Corbin explained that several options were available, including the addition of signs, improvement of individual traffic lanes, improved signal timing, road widening, and the creation of signalized pedestrian access.

Following discussion and response to Board questions and comments, adoption of Resolution 2020-86, approving a Professional Services Agreement (“PSA”) with CMT for the Salem/Olive Intersection Safety Project, as presented, was moved by Mr. Tatham, seconded by Mr. Hibner, and unanimously approved.

■ Public Comments

There were no public comments.

■ Next Meeting

Mr. Meyer confirmed that the next regular Montgomery County TID Board Meeting would be held virtually via Zoom on November 9, 2020 at 2:00 PM.

■ Executive Session

Mr. Meyer suggested that the Board recess to executive session.

Ms. Shillito explained that an executive session would be necessary to discuss matters related to (1) project work related to the 70/75 Airport Logistics Access Project, (2) discussion of improving infrastructure at the Wright Brothers Airport, and (3) discussion of information in relation to the Austin Cooperative Financing Agreement.

Mr. Hibner moved that the Board recess to executive session for the purposes indicated by Ms. Shillito. Mr. Tatham seconded the motion. Mr. Hibner voted for the motion. Mr. Tatham voted for the motion. Mr. Meyer voted for the motion.

The Board recessed to executive session at 3:09 PM. Mr. Stanley, Ms. Corbin, Ms. Glotfelter, Mr. Fraunfelter, Ms. Shillito, and Mr. Endsley joined the Board in executive session.

The Board returned to open session at 3:53 PM.

■ Adjourn

With no further business, Mr. Meyer adjourned the meeting at 3:53 PM.

Tom Tatham, Secretary-Treasurer Date

Page 6 of 7

Complete Milcon Barrett John R R. B. Jergens Trucco Eagle Bridge Brumbaugh Kelchner Inc Miller Bros. General Concrete Paving Jurgensen ROADWAY $1,483,841 $1,507,868 $1,835,182 $1,632,289 $1,787,759 $1,638,320 $2,167,783 $2,258,555 $1,329,681 $2,223,851 EROSION CONTROL $647,222 $524,739 $568,018 $610,412 $545,105 $669,197 $687,859 $744,183 $656,076 $574,224 DRAINAGE $591,359 $631,571 $642,878 $526,292 $710,006 $546,172 $824,828 $696,778 $787,950 $648,891 PAVEMENT $5,205,284 $5,293,856 $5,527,455 $5,330,176 $5,210,512 $5,629,224 $5,278,116 $5,358,504 $5,840,826 $5,574,982 WATER WORK $557,877 $580,559 $523,671 $527,575 $552,480 $576,473 $578,202 $582,285 $611,622 $919,440 LIGHTING $508,783 $368,729 $424,220 $527,269 $372,879 $532,579 $475,583 $475,583 $471,313 $475,583 TRAFFIC CONTROL $241,454 $229,723 $222,717 $261,799 $220,633 $258,506 $235,750 $236,915 $267,117 $230,046 TRAFFIC SIGNAL $848,607 $790,748 $745,055 $884,010 $793,841 $892,372 $793,186 $793,186 $853,178 $793,186 STRUCTURE 20 FT SPA $123,031 $173,521 $192,615 $104,031 $135,772 $189,232 $152,889 $169,091 $353,287 $217,288 MTC OF TRAFFIC $1,254,483 $1,363,467 $1,132,087 $1,379,007 $1,470,881 $1,283,575 $1,512,774 $1,206,605 $1,323,912 $1,187,684 INCIDENTALS $569,660 $774,475 $656,200 $799,176 $824,800 $544,171 $536,746 $734,998 $860,000 $852,000 Base Bid Totals $12,031,601 $12,239,256 $12,470,098 $12,582,035 $12,624,667 $12,759,822 $13,243,716 $13,256,684 $13,354,964 $13,697,175 MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-88

RESOLUTION APPROVING OCTOBER 2020 FINANCIAL REPORTS

WHEREAS, the Finance Director of the Montgomery County Transportation Improvement District (TID) presented reports concerning the financial condition of the TID through October 31, 2020 to the Board of Trustees of the TID during the Board’s meeting on November 9, 2020; and

WHEREAS, the TID Board has reviewed the attached financial reports.

BE IT THEREFORE RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that the attached TID’s financial reports through October 31, 2020, be and are hereby approved as prepared and appended to this resolution.

BE IT FURTHER RESOLVED copies of this resolution be provided to the TID Secretary-Treasurer and the Executive Director.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 700 - Operating Fund For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4131.000.00 County 300,000 0.00 300,000.00 300,000.00 0.00 4510.000.00 Interest On Cash Balances 15,000 19.21 1,649.09 1,668.30 (13,331.70) 4600.000.00 Charges For Service 340,500 5,000.00 0.00 5,000.00 (335,500.00) 4600.002.00 Charges For Service-AI Admin 27,000 6,750.00 20,250.00 27,000.00 0.00 4600.003.00 MCAS Staff Reimbursement 0 0.00 14,000.00 14,000.00 14,000.00 4600.010.00 Miami Township Ped. Access 0 28,780.19 0.00 28,780.19 28,780.19 4600.017.00 Suttman Building 22,500 0.00 22,500.00 22,500.00 0.00 4600.021.00 Vienna Parkway 0 0.00 72,117.00 72,117.00 72,117.00 4910.000.00 Reimbursments 0 0.00 444.00 444.00 444.00 Total Revenues 705,000 40,549.40 430,960.09 471,509.49 (233,490.51) Expenditures (All non-capitalized costs) 7110.010.00 Wages 440,000 40,552.10 284,349.60 324,901.70 115,098.30 7110.030.00 Bonuses 0 0.00 51,000.00 51,000.00 (51,000.00) 7110.040.00 Retro Pay 0 0.00 2,468.12 2,468.12 (2,468.12) 7110.050.00 Life Insurance Reimbursement 10,000 0.00 0.00 0.00 10,000.00 7120.000.00 PERS 75,000 6,552.03 55,937.07 62,489.10 12,510.90 7130.000.00 Workers Compensation 4,000 266.39 2,128.73 2,395.12 1,604.88 7140.000.00 Medicare 5,225 583.22 4,853.32 5,436.54 (211.54) 7150.000.00 Health Insurance 50,000 7,944.36 32,897.24 40,841.60 9,158.40 7151.000.00 Dental Insurance 2,500 141.89 1,354.33 1,496.22 1,003.78 7160.000.00 Disability Insurance 4,000 203.88 2,100.72 2,304.60 1,695.40 7310.000.00 Contract Services 30,000 30,000.00 0.00 30,000.00 0.00 7310.002.00 Contract Services-AI Admin 3,000 0.00 2,750.00 2,750.00 250.00 7310.010.00 Contract Services - TID 27,000 250.00 16,250.00 16,500.00 10,500.00 7310.021.00 Contract Services - Eddy 25,000 1,880.00 22,000.00 23,880.00 1,120.00 (Unallocated) 7311.000.00 Internet 2,500 150.00 1,585.00 1,735.00 765.00 7312.000.00 Audit & Accounting 24,500 3,640.00 21,070.00 24,710.00 (210.00) 7312.001.00 Payroll Processing Charges 2,000 87.48 942.97 1,030.45 969.55 7315.000.00 Internet Service 2,000 214.00 1,557.62 1,771.62 228.38 7320.000.00 Legal Expenses 35,000 6,065.65 29,087.26 35,152.91 (152.91) 7320.000.30 Legal Expenses-Trotwood 0 538.20 1,136.20 1,674.40 (1,674.40) 7320.000.32 Legal Expenses-IGA MC/FG 0 0.00 2,628.90 2,628.90 (2,628.90) 7320.000.34 Legal Expenses-Project CAPE 0 1,711.20 2,226.40 3,937.60 (3,937.60) 7320.001.00 Legal Expenses-Moonlight 0 0.00 1,089.05 1,089.05 (1,089.05) 7330.000.00 Public Education Expenses 0 0.00 1,418.75 1,418.75 (1,418.75) 7330.007.00 Web Page Expenses 0 0.00 150.00 150.00 (150.00) 7330.014.00 Public Relations 0 0.00 4,077.50 4,077.50 (4,077.50) 7510.000.00 Office Supplies 1,000 0.00 0.00 0.00 1,000.00 7510.001.00 Telephone 0 0.00 20.00 20.00 (20.00) 7510.003.00 Celluar Phone 2,000 300.00 1,850.00 2,150.00 (150.00) 7510.006.00 Postage 2,000 42.95 1,693.44 1,736.39 263.61 7510.010.00 Dues & Subscriptions 7,500 16.00 4,330.00 4,346.00 3,154.00 7510.012.00 Office Rent 7,500 7,176.60 0.00 7,176.60 323.40 Page: 1 7510.020.00 Miscellaneous Supplies 5,500 0.00 1,134.99 1,134.99 4,365.01 7510.022.00 Printing Expenses For Office 0 0.00 104.78 104.78 (104.78) 7520.020.00 Milage Reimbursment 10,000 139.58 565.68 705.26 9,294.74 7520.030.00 Meals 0 56.66 252.26 308.92 (308.92) 7520.035.00 Parking 0 348.00 704.00 1,052.00 (1,052.00) 7900.000.00 Other Expenditures 0 0.00 10,000.00 10,000.00 (10,000.00) 7920.000.00 Bank Service Charges 1,500 338.88 2,332.95 2,671.83 (1,171.83) 7930.000.00 Insurance 20,000 0.00 18,794.00 18,794.00 1,206.00 8110.000.00 Computers 5,000 7,573.56 1,220.57 8,794.13 (3,794.13)

Total Expenditures 803,725 116,772.63 588,061.45 704,834.08 98,890.92

Excess Revenue Over (Under) Expenditures (98,725) (76,223.23) (157,101.36) (233,324.59) (134,599.59)

Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 702 - Austin Road For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.010.24 MVRPC/ODOT Grant 0 0.00 51,609.18 51,609.18 51,609.18 4100.011.24 CMAQ Funds 0 0.00 42,562.40 42,562.40 42,562.40 4100.020.01 Township 179,361 0.00 179,360.68 179,360.68 (0.32) 4100.020.02 Township 794,200 0.00 174,600.00 174,600.00 (619,600.00) 4100.020.08 Township Phase 1 672,000 0.00 109,852.60 109,852.60 (562,147.40) 4100.021.08 Township Phase 2 0 0.00 152,706.26 152,706.26 152,706.26 4132.000.01 City of Miamisburg 186,681 0.00 87,150.73 87,150.73 (99,530.27) 4132.000.02 City of Miamisburg 327,783 0.00 71,391.25 71,391.25 (256,391.25) 4132.000.33 Five River Metroparks 0 0.00 47,543.00 47,543.00 47,543.00 4133.000.02 City of Springboro 293,303 0.00 64,151.25 64,151.25 (229,151.25) 4135.002.05 Austin JEDD Revenue 110,108 0.00 90,107.22 90,107.22 (20,000.78) 4420.000.24 SIB Loan Draws 35,000 35,807.92 0.00 35,807.92 807.92 4510.001.08 Interest - Austin Landing Ph 2 1,000 10.26 514.80 525.06 (474.94) 4510.010.08 IRS Rebate on AL Bonds 170,000 0.00 0.00 0.00 (170,000.00) 4910.000.01 Reimbursments 0 0.00 1,667.34 1,667.34 1,667.34 Total Revenues 2,769,436 35,818.18 1,073,216.71 1,109,034.89 (1,660,401.11) Expenditures (All non-capitalized costs) 5110.000.30 Acquisition - LMR 0 0.00 1,500.00 1,500.00 (1,500.00) 5310.000.12 Engineering Services-FRM Bike 0 0.00 142,000.00 142,000.00 (142,000.00) 5310.000.33 Engineering services 0 8,094.45 85,589.96 93,684.41 (93,684.41) 5340.000.27 Environmental-Byers Connector 0 0.00 810.00 810.00 (810.00) 5340.002.27 Wetland Mitigation Project 0 0.00 100,909.50 100,909.50 (100,909.50) 5530.000.05 Construction Austin Enhancment 20,000 0.00 0.00 0.00 20,000.00 Phase II 5530.000.24 Construction - Lyons 0 0.00 57,218.04 57,218.04 (57,218.04) 6310.000.08 Misc legal exp-08 Amd IGA/Fin 20,000 0.00 7,197.31 7,197.31 12,802.69 6310.000.13 Misc legal exp - Mound ATC 0 300.00 1,495.00 1,795.00 (1,795.00) 6310.000.29 Misc legal exp - Medlar 0 0.00 1,691.65 1,691.65 (1,691.65) 6310.000.33 Misc legal exp - Deeds Point 0 96.60 8,227.10 8,323.70 (8,323.70) 6310.001.08 Misc legal exp - AL Financing 0 0.00 5,531.30 5,531.30 (5,531.30) 6310.011.08 Misc legal exp-2016 Amd IGA/Fin 0 193.20 386.40 579.60 (579.60) 6910.000.08 Return of Township Funds-Grants 545,121 0.00 0.00 0.00 545,121.00 8610.000.01 Debt Service-Principal 337,345 0.00 337,345.45 337,345.45 (0.45) 8610.000.02 Debt Service-Principal 795,000 0.00 0.00 0.00 795,000.00 8610.000.05 Debt Service-Principal 71,540 0.00 71,539.84 71,539.84 0.16 8610.000.08 Debt Service-Principal 460,000 0.00 0.00 0.00 460,000.00 8630.000.01 Debt Service-Interest 28,697 0.00 28,696.77 28,696.77 0.23 8630.000.02 Debt Service-Interest 620,285 0.00 310,142.50 310,142.50 310,142.50 8630.000.05 Debt Service-Interest 18,568 0.00 18,567.38 18,567.38 0.62 8630.000.08 Debt Service-Interest 381,069 0.00 80,681.78 80,681.78 300,387.22 8630.001.08 Debt Service-Interest Ph2 0 0.00 262,558.86 262,558.86 (262,558.86)

Total Expenditures 3,297,625 8,684.25 1,522,088.84 1,530,773.09 1,766,851.91 Page: 2 Excess Revenue Over (Under) Expenditures (528,189) 27,133.93 (448,872.13) (421,738.20) 106,450.80

Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 01 - Byers Road For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.020.01 Township 179,361 0.00 179,360.68 179,360.68 (0.32) 4132.000.01 City of Miamisburg 186,681 0.00 87,150.73 87,150.73 (99,530.27) 4910.000.01 Reimbursments 0 0.00 1,667.34 1,667.34 1,667.34 Total Revenues 366,042 0.00 268,178.75 268,178.75 (97,863.25) Expenditures (All non-capitalized costs) 8610.000.01 Debt Service-Principal 337,345 0.00 337,345.45 337,345.45 (0.45) 8630.000.01 Debt Service-Interest 28,697 0.00 28,696.77 28,696.77 0.23

Total Expenditures 366,042 0.00 366,042.22 366,042.22 (0.22)

Excess Revenue Over (Under) Expenditures 0 0.00 (97,863.47) (97,863.47) (97,863.47)

Page: 1

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 02 - Interchange For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.020.02 Township 794,200 0.00 174,600.00 174,600.00 (619,600.00) 4132.000.02 City of Miamisburg 327,783 0.00 71,391.25 71,391.25 (256,391.25) 4133.000.02 City of Springboro 293,303 0.00 64,151.25 64,151.25 (229,151.25) Total Revenues 1,415,286 0.00 310,142.50 310,142.50 (1,105,143.50) Expenditures (All non-capitalized costs) 8610.000.02 Debt Service-Principal 795,000 0.00 0.00 0.00 795,000.00 8630.000.02 Debt Service-Interest 620,285 0.00 310,142.50 310,142.50 310,142.50

Total Expenditures 1,415,285 0.00 310,142.50 310,142.50 1,105,142.50

Excess Revenue Over (Under) Expenditures 1 0.00 0.00 0.00 (1.00)

Page: 2

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 05 - Landscaping For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4135.002.05 Austin JEDD Revenue 110,108 0.00 90,107.22 90,107.22 (20,000.78) Total Revenues 110,108 0.00 90,107.22 90,107.22 (20,000.78) Expenditures (All non-capitalized costs) 5530.000.05 Construction Austin Enhancment 20,000 0.00 0.00 0.00 20,000.00 Phase II 8610.000.05 Debt Service-Principal 71,540 0.00 71,539.84 71,539.84 0.16 8630.000.05 Debt Service-Interest 18,568 0.00 18,567.38 18,567.38 0.62

Total Expenditures 110,108 0.00 90,107.22 90,107.22 20,000.78

Excess Revenue Over (Under) Expenditures 0 0.00 0.00 0.00 0.00

Page: 3

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 08 - Austin Landing For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.020.08 Township Phase 1 672,000 0.00 109,852.60 109,852.60 (562,147.40) 4100.021.08 Township Phase 2 0 0.00 152,706.26 152,706.26 152,706.26 4510.001.08 Interest - Austin Landing Ph 2 1,000 10.26 514.80 525.06 (474.94) 4510.010.08 IRS Rebate on AL Bonds 170,000 0.00 0.00 0.00 (170,000.00) Total Revenues 843,000 10.26 263,073.66 263,083.92 (579,916.08) Expenditures (All non-capitalized costs) 6310.000.08 Misc legal exp-08 Amd IGA/Fin 20,000 0.00 7,197.31 7,197.31 12,802.69 6310.001.08 Misc legal exp - AL Financing 0 0.00 5,531.30 5,531.30 (5,531.30) 6310.011.08 Misc legal exp-2016 Amd IGA/Fin 0 193.20 386.40 579.60 (579.60) 6910.000.08 Return of Township Funds-Grants 545,121 0.00 0.00 0.00 545,121.00 8610.000.08 Debt Service-Principal 460,000 0.00 0.00 0.00 460,000.00 8630.000.08 Debt Service-Interest 381,069 0.00 80,681.78 80,681.78 300,387.22 8630.001.08 Debt Service-Interest Ph2 0 0.00 262,558.86 262,558.86 (262,558.86)

Total Expenditures 1,406,190 193.20 356,355.65 356,548.85 1,049,641.15

Excess Revenue Over (Under) Expenditures (563,190) (182.94) (93,281.99) (93,464.93) 469,725.07

Page: 4

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 12 - Five River Metroparks For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues Total Revenues 0 0.00 0.00 0.00 0.00 Expenditures (All non-capitalized costs) 5310.000.12 Engineering Services-FRM Bike 0 0.00 142,000.00 142,000.00 (142,000.00)

Total Expenditures 0 0.00 142,000.00 142,000.00 (142,000.00)

Excess Revenue Over (Under) Expenditures 0 0.00 (142,000.00) (142,000.00) (142,000.00)

Page: 5

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 13 - Mound Connector Road For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues Total Revenues 0 0.00 0.00 0.00 0.00 Expenditures (All non-capitalized costs) 6310.000.13 Misc legal exp - Mound ATC 0 300.00 1,495.00 1,795.00 (1,795.00)

Total Expenditures 0 300.00 1,495.00 1,795.00 (1,795.00)

Excess Revenue Over (Under) Expenditures 0 (300.00) (1,495.00) (1,795.00) (1,795.00)

Page: 6

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 24 - Lyons Bridge Project For 10/31/2020

Total Expenditures 0 0.00 57,218.04 57,218.04 (57,218.04)

Excess Revenue Over (Under) Expenditures 35,000 35,807.92 36,953.54 72,761.46 37,761.46

Page: 8

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 27 - United Grinding For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues Total Revenues 0 0.00 0.00 0.00 0.00 Expenditures (All non-capitalized costs) 5340.000.27 Environmental-Byers Connector 0 0.00 810.00 810.00 (810.00) 5340.002.27 Wetland Mitigation Project 0 0.00 100,909.50 100,909.50 (100,909.50)

Total Expenditures 0 0.00 101,719.50 101,719.50 (101,719.50)

Excess Revenue Over (Under) Expenditures 0 0.00 (101,719.50) (101,719.50) (101,719.50)

Page: 10

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 29 - Medlar Sewer For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues Total Revenues 0 0.00 0.00 0.00 0.00 Expenditures (All non-capitalized costs) 6310.000.29 Misc legal exp - Medlar 0 0.00 1,691.65 1,691.65 (1,691.65)

Total Expenditures 0 0.00 1,691.65 1,691.65 (1,691.65)

Excess Revenue Over (Under) Expenditures 0 0.00 (1,691.65) (1,691.65) (1,691.65)

Page: 11

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 30 - Lower Miamsburg Road For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues Total Revenues 0 0.00 0.00 0.00 0.00 Expenditures (All non-capitalized costs) 5110.000.30 Acquisition - LMR 0 0.00 1,500.00 1,500.00 (1,500.00) 7320.000.30 Legal Expenses-Trotwood 0 538.20 1,136.20 1,674.40 (1,674.40)

Total Expenditures 0 538.20 2,636.20 3,174.40 (3,174.40)

Excess Revenue Over (Under) Expenditures 0 (538.20) (2,636.20) (3,174.40) (3,174.40)

Page: 12

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 33 - Deeds Point Bridge For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4132.000.33 Five River Metroparks 0 0.00 47,543.00 47,543.00 47,543.00 Total Revenues 0 0.00 47,543.00 47,543.00 47,543.00 Expenditures (All non-capitalized costs) 5310.000.33 Engineering services 0 8,094.45 85,589.96 93,684.41 (93,684.41) 6310.000.33 Misc legal exp - Deeds Point 0 96.60 8,227.10 8,323.70 (8,323.70)

Total Expenditures 0 8,191.05 93,817.06 102,008.11 (102,008.11)

Excess Revenue Over (Under) Expenditures 0 (8,191.05) (46,274.06) (54,465.11) (54,465.11)

Page: 15

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 703 - 725/741 Development Fund For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.030.31 Township - Other 109,500 0.00 21,500.00 21,500.00 (88,000.00) 4100.031.31 CIC 0 0.00 326,804.20 326,804.20 326,804.20 4100.032.31 SIB Draws 1,720,839 695,019.54 639,766.65 1,334,786.19 (386,052.81) Total Revenues 1,830,339 695,019.54 988,070.85 1,683,090.39 (147,248.61) Expenditures (All non-capitalized costs) 5310.000.31 Engineering Services 104,500 347.05 12,308.95 12,656.00 91,844.00 5310.002.31 Ongoing Construction Services 0 10,653.50 15,666.15 26,319.65 (26,319.65) 5320.000.31 Project Management 73,817 0.00 0.00 0.00 73,817.00 5500.000.31 Construction - Vienna Parkway 1,276,336 362,556.84 410,525.60 773,082.44 503,253.56 5500.001.31 Required Filings 0 0.00 34.00 34.00 (34.00) 5500.002.31 Other Construction Related Items 0 0.00 208,694.10 208,694.10 (208,694.10) 5510.000.31 Construction management 0 0.00 3,672.50 3,672.50 (3,672.50) 5540.000.31 Utility Relocation 100,000 0.00 99,209.12 99,209.12 790.88 5900.000.31 Contingency 259,686 0.00 0.00 0.00 259,686.00 6310.001.31 Misc legal exp - Vienna Parkway 10,000 0.00 3,171.70 3,171.70 6,828.30 7930.000.31 Insurance 0 0.00 13,720.00 13,720.00 (13,720.00) 8500.000.31 Issuance Costs 6,000 0.00 0.00 0.00 6,000.00

Total Expenditures 1,830,339 373,557.39 767,002.12 1,140,559.51 689,779.49

Excess Revenue Over (Under) Expenditures 0 321,462.15 221,068.73 542,530.88 542,530.88

Page: 3

Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 707 - I70/75 Development For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.032.26 SIB Draws 1,350,000 0.00 0.00 0.00 (1,350,000.00) 4110.000.15 City of Union TIF Deposit 1,900,000 0.00 929,388.00 929,388.00 (970,612.00) 4111.002.26 TRAC Funding 167,214 0.00 0.00 0.00 (167,214.00) 4111.002.32 $450,000 SBI Grant Lightner 121,354 0.00 56,164.31 56,164.31 (65,189.69) 4111.003.32 $100,000 J&C Grant Lightner 0 0.00 46,544.97 46,544.97 46,544.97 4111.004.26 TRAC Funding 4,000,000 0.00 32,255.00 32,255.00 (3,967,745.00) Total Revenues 7,538,568 0.00 1,064,352.28 1,064,352.28 (6,474,215.72) Expenditures (All non-capitalized costs) 5110.000.26 Acquisition 500,000 0.00 208,330.00 208,330.00 291,670.00 5150.000.26 Easements - US 40 #98794 0 0.00 50,760.00 50,760.00 (50,760.00) 5310.000.26 Engineering Services 200,000 0.00 0.00 0.00 200,000.00 5311.000.15 Utility engineering (City of Union) 400,000 0.00 0.00 0.00 400,000.00 5312.003.15 Union Airpark Blvd Roadway 0 0.00 36,952.50 36,952.50 (36,952.50) Infrastructure Improvements 5340.000.26 Environmental 0 0.00 14,250.00 14,250.00 (14,250.00) 5341.000.26 ROW Services 0 6,662.40 0.00 6,662.40 (6,662.40) 5500.001.26 Required Filings 0 0.00 509.50 509.50 (509.50) 5520.000.26 Personal Services - US 40 #98794 0 0.00 4,981.58 4,981.58 (4,981.58) 5520.002.32 Lightner Road - Construction 68,663 0.00 0.00 0.00 68,663.00 5530.001.26 Construction 4,800,000 0.00 0.00 0.00 4,800,000.00 5530.002.26 Construction Bid Ads 0 874.07 0.00 874.07 (874.07) 6300.000.15 Legal Expenses 0 0.00 4,662.10 4,662.10 (4,662.10) 6300.000.26 Legal Expenses 60,000 8,512.30 34,558.96 43,071.26 16,928.74 6310.000.00 Work on General Project Items 0 0.00 96.60 96.60 (96.60) 6310.000.15 Airpark Blvd Items 15,000 0.00 1,419.10 1,419.10 13,580.90 6310.000.32 Lightner Road 5,000 0.00 0.00 0.00 5,000.00 8610.000.15 Debt Service-Principal 1,055,244 608,813.86 599,816.62 1,208,630.48 (153,386.48) 8610.001.15 Debt Service-Principal (DP Bond 80,000 0.00 40,000.00 40,000.00 40,000.00 Fund) 8630.000.00 Debt Service-Interest 0 127,079.42 0.00 127,079.42 (127,079.42) 8630.000.15 Debt Service-Interest 234,515 0.00 136,076.66 136,076.66 98,438.34 8630.001.15 Debt Service-Interest (DP Bond 24,492 0.00 12,421.89 12,421.89 12,070.11 Fund)

Total Expenditures 7,442,914 751,942.05 1,144,835.51 1,896,777.56 5,546,136.44

Excess Revenue Over (Under) Expenditures 95,654 (751,942.05) (80,483.23) (832,425.28) (928,079.28)

Page: 4

Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 15 - Dogleg Road Widening For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4110.000.15 City of Union TIF Deposit 1,900,000 0.00 929,388.00 929,388.00 (970,612.00) Total Revenues 1,900,000 0.00 929,388.00 929,388.00 (970,612.00) Expenditures (All non-capitalized costs) 5311.000.15 Utility engineering (City of Union) 400,000 0.00 0.00 0.00 400,000.00 5312.003.15 Union Airpark Blvd Roadway 0 0.00 36,952.50 36,952.50 (36,952.50) Infrastructure Improvements 6300.000.15 Legal Expenses 0 0.00 4,662.10 4,662.10 (4,662.10) 6310.000.15 Airpark Blvd Items 15,000 0.00 1,419.10 1,419.10 13,580.90 8610.000.15 Debt Service-Principal 1,055,244 608,813.86 599,816.62 1,208,630.48 (153,386.48) 8610.001.15 Debt Service-Principal (DP Bond 80,000 0.00 40,000.00 40,000.00 40,000.00 Fund) 8630.000.15 Debt Service-Interest 234,515 0.00 136,076.66 136,076.66 98,438.34 8630.001.15 Debt Service-Interest (DP Bond 24,492 0.00 12,421.89 12,421.89 12,070.11 Fund)

Total Expenditures 1,809,251 608,813.86 831,348.87 1,440,162.73 369,088.27

Excess Revenue Over (Under) Expenditures 90,749 (608,813.86) 98,039.13 (510,774.73) (601,523.73)

Page: 7

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 26 - SR40 Project For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.032.26 SIB Draws 1,350,000 0.00 0.00 0.00 (1,350,000.00) 4111.002.26 TRAC Funding 167,214 0.00 0.00 0.00 (167,214.00) 4111.004.26 TRAC Funding 4,000,000 0.00 32,255.00 32,255.00 (3,967,745.00) Total Revenues 5,517,214 0.00 32,255.00 32,255.00 (5,484,959.00) Expenditures (All non-capitalized costs) 5110.000.26 Acquisition 500,000 0.00 208,330.00 208,330.00 291,670.00 5150.000.26 Easements - US 40 #98794 0 0.00 50,760.00 50,760.00 (50,760.00) 5310.000.26 Engineering Services 200,000 0.00 0.00 0.00 200,000.00 5340.000.26 Environmental 0 0.00 14,250.00 14,250.00 (14,250.00) 5341.000.26 ROW Services 0 6,662.40 0.00 6,662.40 (6,662.40) 5500.001.26 Required Filings 0 0.00 509.50 509.50 (509.50) 5520.000.26 Personal Services - US 40 #98794 0 0.00 4,981.58 4,981.58 (4,981.58) 5530.001.26 Construction 4,800,000 0.00 0.00 0.00 4,800,000.00 5530.002.26 Construction Bid Ads 0 874.07 0.00 874.07 (874.07) 6300.000.26 Legal Expenses 60,000 8,512.30 34,558.96 43,071.26 16,928.74

Total Expenditures 5,560,000 16,048.77 313,390.04 329,438.81 5,230,561.19

Excess Revenue Over (Under) Expenditures (42,786) (16,048.77) (281,135.04) (297,183.81) (254,397.81)

Page: 9

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Income and Expense Report by Project 32 - Lightner Road For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4111.002.32 $450,000 SBI Grant Lightner 121,354 0.00 56,164.31 56,164.31 (65,189.69) 4111.003.32 $100,000 J&C Grant Lightner 0 0.00 46,544.97 46,544.97 46,544.97 Total Revenues 121,354 0.00 102,709.28 102,709.28 (18,644.72) Expenditures (All non-capitalized costs) 5520.002.32 Lightner Road - Construction 68,663 0.00 0.00 0.00 68,663.00 6310.000.32 Lightner Road 5,000 0.00 0.00 0.00 5,000.00 7320.000.32 Legal Expenses-IGA MC/FG 0 0.00 2,628.90 2,628.90 (2,628.90)

Total Expenditures 73,663 0.00 2,628.90 2,628.90 71,034.10

Excess Revenue Over (Under) Expenditures 47,691 0.00 100,080.38 100,080.38 52,389.38

Page: 14

Run: 11/06/2020 at 10:44 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 708 - City of Brookville For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4110.000.00 City of Brookville 0 0.00 73,437.09 73,437.09 73,437.09 Total Revenues 0 0.00 73,437.09 73,437.09 73,437.09 Expenditures (All non-capitalized costs) 8610.000.00 Debt Service-Principal 0 0.00 42,424.09 42,424.09 (42,424.09) 8630.000.00 Debt Service-Interest 0 0.00 31,013.00 31,013.00 (31,013.00)

Total Expenditures 0 0.00 73,437.09 73,437.09 (73,437.09)

Excess Revenue Over (Under) Expenditures 0 0.00 0.00 0.00 0.00

Page: 5

Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 709 - FairGrounds Project For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4100.030.00 County 0 0.00 97,000.00 97,000.00 97,000.00 Total Revenues 0 0.00 97,000.00 97,000.00 97,000.00 Expenditures (All non-capitalized costs) 5310.002.00 Project Management Fee 0 0.00 3,726.20 3,726.20 (3,726.20) 5530.000.00 Personal Services 0 0.00 6,315.50 6,315.50 (6,315.50) 5600.000.00 Fair Reimbursables 0 0.00 75,000.00 75,000.00 (75,000.00) 6310.000.00 Work on General Project Items 0 0.00 14,219.17 14,219.17 (14,219.17) 6310.001.00 FG JEDD 0 0.00 64.80 64.80 (64.80) 6310.002.00 Work on additional work items 0 119.60 4,968.87 5,088.47 (5,088.47)

Total Expenditures 0 119.60 104,294.54 104,414.14 (104,414.14)

Excess Revenue Over (Under) Expenditures 0 (119.60) (7,294.54) (7,414.14) (7,414.14)

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Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 710 - 675 Development Fund For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4110.001.00 TID Contribution 10,000 0.00 10,000.00 10,000.00 0.00 Total Revenues 10,000 0.00 10,000.00 10,000.00 0.00 Expenditures (All non-capitalized costs) 5310.000.00 Engineering Services 5,000 0.00 0.00 0.00 5,000.00 6300.000.00 Legal Expenses 4,555 851.00 0.00 851.00 3,704.00

Total Expenditures 9,555 851.00 0.00 851.00 8,704.00

Excess Revenue Over (Under) Expenditures 445 (851.00) 10,000.00 9,149.00 8,704.00

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Run: 11/06/2020 at 10:40 AM Montgomery County Transportation Improvement District Statement of Activity - MTD and YTD by Fund 712 - Miamisburg Downtown Projects For 10/31/2020

Budget Current Current Month Prior Periods Variance Budgeted to Date Actual Year to Date Year to Positive Amounts 10/31/2020 Actual Date Actual (Negative) Revenues 4132.000.00 City of Miamisburg 450,000 0.00 905,000.00 905,000.00 455,000.00 Total Revenues 450,000 0.00 905,000.00 905,000.00 455,000.00 Expenditures (All non-capitalized costs) 5530.000.00 Construction - Downtown 445,000 0.00 0.00 0.00 445,000.00 Miamisburg 6300.000.00 Legal Expenses 5,000 0.00 3,130.30 3,130.30 1,869.70 7900.000.00 Return of Funds 0 0.00 450,000.00 450,000.00 (450,000.00)

Total Expenditures 450,000 0.00 453,130.30 453,130.30 (3,130.30)

Excess Revenue Over (Under) Expenditures 0 0.00 451,869.70 451,869.70 451,869.70

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Run: 11/06/2020 at 10:40 AM Montgomery County TID Bank Reconciliation All Accounts

As Of October 31, 2020

Chase Checking Account 163,808.44 Reconciliation of TID Unrestricted Cash Balance Less Outstanding Checks (3,120.00) Key Bank Checking 648,866.90 Less Outstanding Checks (757,939.77) Key Bank Savings 1,554,554.38 Chase Savings Account 237,630.97 Chase Austin Landing Phase 2 Proceeds 403,646.88 Adjusted Bank Balance 2,247,447.79 US Bank Austin Landing Phase 1 - Less Funds held for other: Reconciliation issue (0.01) Austin Landing Phase 2 Notes (49,029.29) Adjusted balance 2,247,447.79 Austin Landing Park Grant (351,526.50) Austin Landing Rec Trail Grant (3,091.09) UG/RFP/Medlar/Wetland/LMR (31,879.34) AccuFund 1110.000 Operating Fund 1,462,494.15 Austin Landscaping SIB Reserve (90,000.00) 1110.702 Austin Road Austin Debt Reserve - Miamisburg (390,000.00) TID Deficit Carry on unreimbursed (b/c reserves) (553,652.84) Deed Point Bridge - FMR (14,816.99) Austin Landing Phase 2 Notes 49,029.29 City of Union TIF Deposits - Austin Landing Park Grant 351,526.50 Fairgrounds additional work/JEDD (296.28) Austin Landing Rec Trail Grant 3,091.09 Vienna Parkway (533,011.74) Byers Road (179,170.83) Lyons Road (51,633.32) Deed Point Bridge - FMR 14,816.99 Suttman Building (451,869.70) Miami Township Pedestrian Bridge Access 51,633.32 675 Development (8,704.00) Austin JEDD SIB Reserve 90,000.00 Miamisburg Funds: Unrestricted TID Cash Balance for operations 271,589.54 Austin Debt Service Reserve 390,000.00 Wetland Mitigation Project 31,879.34 Project Carrying Costs Lower Miamisburg Road 1,000.00 Byers Road 179,171 1110.707 I70/I75 Development Fund (201,994.98) Union TIF Deposit behind because of COVID 193,435 City of Union TIF Deposits (193,434.78) US ROW Deposit on 11/2 134,178 US 40 Project/NAPA Advance (7,080.58) City of Dayton ROW (134,006.90) - City of Dayton Air Cargo Access 74,617.56 Other reimbursements pending City of Dayton Lightner Road - IRS Rebate on AL Phase 1 (12/1/19 & 6/1/20) 166,022 1110.708 City of Brookville - 672,806 1110.709 Fairgrounds TID Fees 2020 year to date: TID Held funds for additional FG work 296.28 Interchange Admin Fees (2020 annual) 27,000 1110.703 725/741 Development Fund 5,270.44 Suttman Building 22,500 Vienna Parkway 533,011.74 Vienna Parkway (includes supervisory services) 72,117 1110.710 675 Development Fund 8,704.00 Lyons Road 28,780 1110.712 Suttman Building Fund 451,869.70 Trotwood 5,000 1111.000 Payroll Holding (2,451.70) Total 155,397 Total 2,247,447.79 Other items: Montgomery County $14,000 for Crystal's time at MCAS

Variance - MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-89

RESOLUTION APPROVING OCTOBER 2020 CHANGE ORDERS, CONTRACTS & AGREEMENTS, PAYMENT OF BILLS AND EXPENSES APPROVED BY THE EXECUTIVE DIRECTOR OR DEPUTY DIRECTOR

WHEREAS, the Executive Director of the Montgomery County Transportation Improvement District (TID) has presented to the Board of Trustees of the TID, on behalf of the Secretary-Treasurer, the attached report to be approved for payment; and

WHEREAS, the TID Board has reviewed the attached report and found it appropriate for payment or to enter into agreement.

BE IT THEREFORE RESOLVED by the Board of Trustees of the Montgomery County Transportation Improvement District that the attached list of Change Orders, Contracts and Agreements including Bills and Expenses of October 2020 be and is hereby approved for payment.

BE IT FURTHER RESOLVED by the board that copies of this resolution be provided to the Secretary-Treasurer and the Executive Director.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

BOARD MEETING - NOVEMBER 9, 2020

Bills for Board Approval Contracts & Agreements Approved by Executive Director or Deputy Director Expense Report Approved by Board Member Expenses Approved by the TID Staff For October 1 - 31, 2020 OPERATIONS Butler County TID $ 250.00 September Fee Charles E Harris & Associates $ 3,640.00 Audit Final FY2019 Crystal Corbin $ 346.36 August / September Expense Report Lenovo.com $ 7,573.56 Computers/Equipment purchase Michael D Eddy $ 1,929.88 September Services Montgomery County Purchasing $ 35.45 August Postage Montgomery County Purchasing $ 8,074.36 September / October Health Insurance Montgomery County Purchasing $ 348.00 3rd Qtr Parking Montgomery County Treasurer $ 30,000.00 Shared resource 2019 (V. Hull) Montgomery County Treasurer $ 7,176.60 2020 Office Space Rent - County Building Office BoxUp $ 214.00 November website/emails Public Employee Retirement System $ 8,077.97 September Contributions Sebaly, Shillito and Dyer $ 7,776.85 August Legal (includes pending project allocations) Superior Dental $ 141.89 October / November Contributions Think Patented $ 150.00 September hosting Veronica Hull $ 123.50 September Expense Report 675/WILMINGTON INTERCHANGE LJB, Inc $ 851.00 August Services 70/75 AIRPORT LOGISTICS ACCESS Daily Court Reporter $ 874.07 Advertisement for Construction Bids Heritage Land Services $ 6,662.40 Right of Way Consultant - Local Share Sebaly, Shillito and Dyer $ 8,512.30 August Legal DEEDS POINT BRIDGE E.L. Robinson $ 8,094.45 August Services Sebaly, Shillito and Dyer $ 96.60 August Legal FAIRGROUNDS Sebaly, Shillito and Dyer $ 119.60 August Legal MOUND CONNECTOR Sebaly, Shillito and Dyer $ 300.00 August Legal SALEM/OLIVE INTERCHANGE Sebaly, Shillito and Dyer $ 538.20 August Legal VIENNA PARKWAY CBC Engineers $ 1,475.55 August Testing / Services IBI Group $ 9,525.00 August Inspection Services Double Jay Construction $ 362,556.84 Construction - Pay Application #5 PROJECT WALNUT Treasurer State of Ohio $ 735,893.28 SIB Loan 14001 Payment MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-90

A RESOLUTION AUTHORIZING THE CREATION OF THE TROTWOOD DEVELOPMENT FUND (713) FOR THE CITY OF TROTWOOD PROJECTS

WHEREAS, the Board of Trustees (the “Board”) of the Montgomery County Transportation Improvement District (the “TID”), by action of Resolution 2020-43, approved a Project Management and Financing Agreement (the “PMFA”) with the City of Trotwood (the “City”) to manage a safety study of the Salem/Olive Intersection Project (the “Project”); and

WHEREAS, the Board of Trustees of the Montgomery County Transportation Improvement District had determined that it is necessary for accounting and reporting purposes to create a separate and unique fund for the Project and any subsequent projects located in or affecting the City.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that a separate and unique fund for the Project be and is hereby established as the Trotwood Development Fund (Fund 713).

BE IT FURTHER RESOLVED, that copies of this resolution be provided to the Executive Direct, the General Counsel, the Secretary of the TID and the TID Finance Director.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-91

PROVIDING FOR THE REDEMPTION OF THE DISTRICT’S OUTSTANDING TRANSPORTATION IMPROVEMENT SPECIAL OBLIGATION BONDS, SERIES 2010A (AUSTIN LANDING PROJECT).

WHEREAS, pursuant to Resolution No. 2010-13, adopted by the Board of Trustees (this “Board”) of the Montgomery County Transportation Improvement District (the “District”) on February 8, 2010, and the related certificate of award dated March 2, 2010 (collectively, the “Original Bond Legislation”), the District issued its $9,200,000 Transportation Improvement Special Obligation Bonds, Series 2010A (Austin Landing) (the “Original Bonds”); and

WHEREAS, this Board finds that $6,075,000 of the Original Bonds remain outstanding and are scheduled to mature on December 1 in the following amounts and years: $460,000 in 2020, $2,740,000 in 2025 and $2,875,000 in 2029; and

WHEREAS, Miami Township (Montgomery County), Ohio (the “Township”), previously issued its Transportation Improvement Bonds, Series 2010A (Austin Landing Project) (the “Township Bonds”), the payments of principal of and interest on which comprise the Pledged Revenues for the Original Bonds; and

WHEREAS, the Township has indicated its desire to redeem the outstanding Township Bonds and, consequently, the outstanding Original Bonds; and

WHEREAS, this Board has determined that, upon the Township providing the requisite funds to do so, it would be in the best interests of the District to, on the earliest date as is practicable, redeem those Original Bonds maturing on December 1 in each of the years 2025 and 2029 (collectively, the “Redeemed Bonds”) and presently outstanding in the aggregate principal amount of $5,615,000; and

WHEREAS, this Board finds and determines that the District should take such steps as are required to redeem the Redeemed Bonds on the earliest practicable date as determined by the Executive Director of the District (the “Redemption Date”), and transfer to the existing bond registrar for the Redeemed Bonds sufficient monies to provide for the redemption of the Redeemed Bonds on that date;

NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of the Montgomery County Transportation Improvement District, Ohio, that:

Section 1. Defeasance and Redemption. This Board determines that it is necessary and in the best interest of the District to optionally redeem the Redeemed Bonds on the Redemption Date, at a redemption price of 100% of the principal amount thereof, plus accrued interest to the Redemption Date. Upon receipt of documentation verifying that the Township has irrevocably funded an Escrow Fund pursuant to an Escrow Agreement (the “Escrow Agreement”) between the Township, the District, and The Bank of New York Mellon Trust Company, National Association, as Escrow Trustee, in an amount sufficient to redeem the Township Bonds and, consequently, from such redemption proceeds to redeem the Original Bonds, the Executive Director of the District is authorized and directed to promptly give to The Bank of New York Mellon Trust Company,

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National Association (the “Bond Registrar”), pursuant to and by way of the Escrow Agreement and at least 45 days (or such lesser number of days as agreed to by the Bond Registrar) prior to the Redemption Date written (a) notice that the District has determined to optionally redeem the Redeemed Bonds on the Redemption Date and (b) direction to notify the registered holders of the Redeemed Bonds that the District has determined to redeem the Redeemed Bonds on the Redemption Date, all in accordance with the Original Bond Legislation. The District covenants for the benefit of the registered holders of the Redeemed Bonds that it will at no time on or after the provision of notice to the Bond Registrar take any actions to modify or rescind the call for prior redemption of the Redeemed Bonds, and will cause the Bond Registrar to take, all steps required by the terms of the Redeemed Bonds and the Original Bond Legislation to make and perfect that call for prior redemption.

Section 2. Notice of Redemption. Upon delivering, pursuant to and by way of the Escrow Agreement, written notice and direction to the Bond Registrar pursuant to Section 1, the Bond Registrar shall be directed to deliver notice to the registered owners of the Redeemed Bonds in the following manner. The notice of the call for redemption shall identify (a) by designation, letters, numbers, or other distinguishing marks, the Redeemed Bonds to be redeemed, (b) the redemption price to be paid, (c) the date fixed for the redemption, and (d) the place or places where the amounts due upon redemption are payable. The notice shall be given by the Bond Registrar on the District’s behalf by mailing a copy of the redemption notice by first-class mail, postage prepaid, at least 30 days prior to the Redemption Date, to the address shown of each registered owner shown on the bond register maintained by the Bond Registrar at the close of business on the fifteenth day preceding that mailing. Failure to receive notice by mail or any defect in that notice regarding the Redeemed Bonds, however, shall not affect the validity of the proceedings for the redemption of the Redeemed Bonds.

Section 3. Payment of Redeemed Bonds. To the extent necessary to accomplish the purposes of the Escrow Agreement, the Secretary-Treasurer is hereby authorized and directed to deposit with the Bond Registrar the moneys in the irrevocably funded Escrow Fund from the Township, said amount to be sufficient to effect the redemption of the Redeemed Bonds. The funds to be deposited with the Bond Registrar have been authorized, and shall be applied to pay principal of and interest on the Redeemed Bonds, all pursuant to the Original Bond Legislation, and are so appropriated for that purpose.

Section 4. Authorizations. To provide for the terms of the funding of the Escrow Fund and the redemption of the Redeemed Bonds, the Executive Director, Secretary-Treasurer, or any other officer of the District, as appropriate, each and all, are hereby authorized and directed to sign an Escrow Agreement in substantially the form the Escrow Agreements previously executed by the District for the redemption of bonds, together with such changes as such officer or officers deem necessary or appropriate to accomplish the redemption of bonds authorized by this resolution. The approval of such changes, and that such changes are not inconsistent with this resolution and not substantially adverse to the District shall be conclusively evidenced by the execution of the Escrow Agreement by the officer or officers executing the same. The Executive Director, Secretary-Treasurer, or any other officer of the District, as appropriate, each and all, are authorized and directed to sign any certificates, statements and other documents and instruments and to take such actions as are necessary or appropriate to effect the redemption of the Redeemed Bonds.

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Section 5. Compliance with Open Meeting Requirements. This Board finds and determines that all formal actions of this Board and any of its committees concerning and relating to the passage of this Resolution were taken in an open meeting of this Board or any of its committees, and that all deliberations of this Board and of any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law, including Section 121.22 of the Ohio Revised Code.

Section 6. Effective Date. This Resolution shall be in full force and effect immediately upon its adoption.

BE IT FURTHER RESOLVED, that copies of this resolution be provided to the Executive Director, the General Counsel, the Secretary of the TID, the TID Finance Director, and Miami Township.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

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MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-92

RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE OHIO SITE INVENTORY PROGRAM (OSIP) GRANT AGREEMENT FOR THE 70-75 AIRPORT LOGISTICS ACCESS PROJECT

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-93

RESOLUTION APPROVING AMENDMENT #3 TO THE LOCAL PROJECT AGREEMENT WITH THE OHIO DEPARTMENT OF TRANSPORTATION FOR THE 70/75 AIRPORT LOGISTICS ACCESS PROJECT TO PROVIDE ADDITIONAL FEDERAL FUNDING AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE AGREEMENT

WHEREAS, the Board of Trustees (the “Board”) of the Montgomery County Transportation Improvement District (the “TID”), by action of Resolution 2012-25, entered into an Intergovernmental Agreement (the “IGA”) for Logistics Development & Financing Plans with a number of local governments for financing and constructing infrastructure to support the location and operation of logistics and distribution facilities in the vicinity of the 70/75 Interchange and the Dayton International Airport, and

WHEREAS, the Board, by action of Resolution 2014-29, approved the submission of an application to TRAC and was awarded $1,400,000 Tier II funding for preliminary engineering, design, and right-of-way for the 70/75 Airport Logistics Access Project to improve US 40 in response to new and anticipated future economic development in the area; and

WHEREAS, Section 5501.03 (D) of the Ohio Revised Code provides that the Ohio Department of Transportation ( “ODOT”) may coordinate its activities and enter into contracts with other appropriate public authorities to administer the design, qualification of bidders, competitive bid letting, construction, inspection, and acceptance of any projects administered by ODOT, provided the administration of such projects is performed in accordance with all applicable Federal and State laws and regulations with oversight by ODOT; and

WHEREAS, by action of Resolution 2015-46, the Board approved a Local Let Project Agreement with ODOT to manage the Tier II phase of the 70/75 Airport Logistics Access Project; and

WHEREAS, by action of Resolution 2019-38, the Board approved the submission of an application to TRAC and was awarded Tier I construction funding for the 70/75 Airport Logistics Access Project; and

WHEREAS, it is the mutual desire of both ODOT and the TID, in consultation with the City of Union, Montgomery County, the City of Dayton, and the City of Vandalia, that the TID act as the responsible lead agency for the administration and implementation of the Tier I phase of the Project; and

WHEREAS, by action of Resolution 2020-60, the Board approved the terms of the LPA Local-Let Project Agreement Amendment #2 to reflect the additional cost of construction for the I-70/75 Airport Logistics Access Project with ODOT; and

WHEREAS, the Executive Director has reviewed the terms of the attached LPA Local-Let Project Agreement Amendment #3 to provide additional federal funding and recommends that the Board approve the amendment.

NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of the Montgomery County Transportation Improvement District that the attached Amendment # 3 to the LPA Local-Let Project Agreement with the Ohio Department of Transportation be and is hereby approved.

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BE IT FURTHER RESOLVED by the Board that the Executive Director be and is hereby authorized to execute the attached LPA Agreement Amendment #3 with final adjustments that may be necessary, provided that the Executive Director and the General Counsel determine that such adjustments are not materially detrimental to the TID or the Project.

BE IT FURTHER RESOLVED that copies of this resolution be provided to ODOT, Montgomery County, the City of Union, the City of Vandalia, the Executive Director, the Secretary/Treasurer, the General Counsel, and the Finance Director.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

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MOT-40-13.33 COUNTY-ROUTE-SECTION

98794 PID NUMBER

27319 AGREEMENT NUMBER

963846154 DUNS NUMBER CFDA 20.205 LPA FEDERAL LOCAL-LET PROJECT AGREEMENT - AMENDMENT No. 3

ODOT amends SECTION 3 and Attachment 1 to provide additional federal funding for construction. 3. FUNDING

3.1 The total cost for the PROJECT is estimated to be $ 1,400,001 as set forth in Attachment 1.

Scope of Work: Design: Preliminary and Final Engineering

Funding Source: FHWA (4BK7) at 80%; not to exceed $ 960,000 plus

State (4BD7) at 20%: not to exceed $ 240,000

Scope of Work Right of Way: Right of Way Services and Acquisition

Funding Source FHWA (4BK7) at 80%; not to exceed $ 160,000 plus

State (4BK7) at 20%; not to exceed $ 40,000

Scope of Work: Project Construction and Construction Engineering/Inspection

Funding Source: FHWA (4FP7) at 80%; not to exceed $ 10,000,000

ODOT shall provide to the LPA the above stated percentage of eligible costs, up to the maximums documented above for each scope of PROJECT work. This maximum amount reflects the funding limit for the PROJECT set by the applicable Program Manager. Unless otherwise provided, funds through ODOT shall be applied only to the eligible costs associated with the actual construction of the transportation project improvements and construction engineering/inspection activities.

3.2 The LPA shall provide all other financial resources necessary to fully complete the PROJECT, including all 100 percent Locally-funded work, cost overruns and contractor claims.

The parties hereto have caused this Agreement to be duly executed as of the day and year last written below. LPA: MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT STATE OF OHIO DISTRICT OHIO DEPARTMENT OF TRANSPORTATION

By: By: Jack Marchbanks Title: Director

Date: Date:

Attachment 1 PID 98794 MOT-40-13.33 Amendment 3 PROJECT BUDGET - SOURCES AND USES OF FUNDS

LPA FUNDS STATE FUNDS FHWA FUNDS SOURCES TOTALS Amount % SAC Amount % SAC Amount % SAC USES

$480,000 80% 4BK7 $120,000 20% 4BD7 $600,000 PRELIMINARY DEVELOPMENT COSTS FINAL DESIGN, CONSTRUCTION PLANS & $480,000 80% 4BK7 $120,000 20% 4BD7 $600,000 SPECIFICATIONS COSTS LOCAL DESIGN $400,000 100% LNTP $400,000

$133,600 80% 4BK7 $33,400 20% 4BK7 $167,000 RIGHT OF WAY ACQUISITION & UTILITY RIGHTRELOCATION OF WAY COSTS ACQUISITION & UTILITY RELOCATION COSTS $100,000 100% LNTP $100,000 RIGHT OF WAY SERVICES COSTS $26,400 80% 4BK7 $6,600 20% 4BD7 $33,000

$2,427,185 20% LNTP $9,708,738 80% 4BK7 $12,135,923 PROJECT CONSTRUCTION COSTS $72,816 20% LNTP $291,262 80% 4BK7 $364,078 CONSTRUCTION ENGINEERING / INSPECTION COSTS TOTALS $3,000,001 $11,120,000 $280,000 $14,400,001

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-94

RESOLUTION APPROVING CONTRACT WITH R.B. JERGENS CONTRACTORS, INC. AS THE PRIME CONTRACTOR FOR CONSTRUCTION OF THE 70/75 AIRPORT LOGISTICS ACCESS PROJECT BASED ON ITS LOWEST & BEST TOTAL AMOUNT BID OF $12,031,601.06

WHEREAS, by action of Resolution 2014-29, the Board of Trustees (the "Board") of the Montgomery County Transportation Improvement District ("TID") approved the submission of an application to the Ohio Department of Transportation’s Transportation Review Advisory Committee (“TRAC”) and was awarded Tier II funding for preliminary engineering, design, and right-of-way for 70/75 Airport Logistics Access Project (the “Project”) to improve US 40 in response to new and anticipated future economic development in the area; and

WHEREAS, by action of Resolution 2019-38, the Board approved the submission of an additional application to TRAC specifically for Tier I construction funding for the Project; and

WHEREAS, Tier 1 funds were awarded by TRAC for the construction of the Project and the TID has obtained additional construction funding commitments for the Project from the Ohio Public Works Commission (“OPWC”), JobsOhio, Montgomery County, and the Cities of Union & Vandalia; and

WHEREAS, by action of Resolution 2020-62, the Board authorized the Executive Director to advertise and receive bids for construction of the Project from ODOT prequalified contractors as required by ODOT; and

WHEREAS, by action of Resolution 2020-81, the Board approved the selection of R.B. Jergens Contractors, Inc. as the lowest & best bidder for construction of the 70/75 Airport Logistics Access Project based on its total amount bid of $12,031,601.06 and authorized the Executive Director to negotiate a contract for construction services, incorporating provisions which may be required under the terms of the TID’s funding agreements with ODOT, OPWC, JobsOhio, Montgomery County, Vandalia, & Union; and

WHEREAS, due to the nature of the project being an ODOT LPA Local-Let Project, the LPA is required to perform certain activities related to construction management: maintaining daily project diaries, tracking of pay quantities, documenting measurements, calculations, and basis for payments, possible change orders, claims, testing and results, inspections, daily weather conditions, special notes and instructions to the contractor, and any unusual events occurring on or adjacent to the project all consistent with ODOT requirements; and

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WHEREAS, the Executive Director has negotiated a Construction Agreement with R.B. Jergens Contractors, Inc. which incorporates all listed components required to fulfill the LPA Obligations consistent with the ODOT Agreement for the 70/75 Airport Logistics Access Project.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that the attached Construction Agreement with R.B. Jergens Contractors, Inc. for the 70/75 Airport Logistics Access Project in an amount not to exceed $12,031,601.06 be and is hereby approved.

BE IT FURTHER RESOLVED by the Board that the Executive Director be and is hereby authorized to execute an agreement, incorporating changes that may be required in final negotiations with the R.B. Jergens Contractors, Inc., provided that the Executive Director and the General Counsel determine that such changes are not materially detrimental to the TID or the projects.

BE IT FURTHER RESOLVED, by the Board that copies of this resolution be provided to the Executive Director, the General Counsel, the Secretary/Treasurer, R.B. Jergens Contractors, Inc., the Ohio Department of Transportation, the City of Union, the City of Vandalia, the City of Dayton, JobsOhio, OPWC, and Montgomery.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

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CONSTRUCTION AGREEMENT

THIS CONSTRUCTION AGREEMENT (the “Agreement”) is made the 5TH day of OCTOBER, 2020 (the “Effective Date”), by and between R. B. JERGENS CONTRACTORS, INC. (the “Contractor”), and MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT (the “District”) on behalf of BOARD OF COUNTY COMMISSIONERS OF MONTGOMERY COUNTY, OHIO (the “Local Government”), under the following circumstances:

A. Contractor is qualified, experienced and willing to provide the Work (as defined in Article II of this Agreement), which relates to MOT-40-13.33 – 70/75 AIRPORT LOGISTICS ACCESS PROJECT – PID 98794 (the “Project”); and

B. The District desires to have Contractor perform the Work and Contractor desires to perform the Work as set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I The Contract Documents

1.1. For purposes of this Agreement, the “Contract Documents” consist of the following, all of which are as fully a part of the Agreement as if attached to this Agreement or repeated herein: (i) this Agreement; (ii) the drawings and specifications provided by the District to Contractor; (iii) the bid submittal package attached hereto as Exhibit A, including without limitation all related specifications, affidavits and certificates; and (iv) any Change Orders (as defined in Section 6.1 below). In the event of a conflict between the terms or conditions contained in any of the Contract Documents, the parties hereby agree that the provision containing terms most favorable to the District will govern. In the event of a conflict between the terms contained in any of the Contract Documents and anything submitted to the District by Contractor as part of its bid submission, the parties hereby agree that the terms most favorable to the District will govern.

ARTICLE II The Work

2.1. Contractor shall be responsible for causing all of the construction services to be performed as required of Contractor by the Contract Documents, or reasonably inferable from the Contract Documents as necessary to produce the results intended, and includes all labor, materials, equipment, and services provided or to be provided by Contractor to fulfill Contractor’s obligations under the Contract Documents (the “Work”).

ARTICLE III Contractor’s Duties and Status

3.1. Contractor represents, warrants and covenants with the District to furnish its best skill and judgment and the best skill and judgment of Contractor’s employees in performing the Work, and Contractor has the expertise and experience in performing the Work required hereunder. In all stages of the Work, Contractor shall cooperate with the District, the Local Government, and each of their respective representatives.

3.2. Contractor represents, warrants and covenants that the Work will be performed and completed in a good and workmanlike manner, and in accordance with the Contract Documents, and Contractor warrants that the Work will be free from defects not inherent in the quality required or permitted by law or otherwise. Contractor agrees that all materials used in connection with the Work will be new and of the best quality of the kind specified unless otherwise approved in writing by the District. Contractor will supervise all Work, whether performed by Contractor or by subcontractors, and any work stoppage, delay, or other problem that arises will be immediately reported to the District.

3.3. Contractor shall be solely responsible to select, qualify, and contract with all subcontractors and suppliers for the Work and Contractor will be fully responsible for all work performed by or materials supplied by such subcontractors and suppliers. All labor shall be performed by workers skilled in their respective trades. Contractor shall only employ and permit the use of such labor as shall not result in jurisdictional disputes or strikes.

3.4. Contractor shall not permit any discrimination against or segregation of any person or group of persons in connection with the performance of this Agreement on account of sex, disability, marital status, age, race, religion, color, creed, national origin, veteran status or ancestry, nor shall Contractor or any subcontractor or any other person claiming under or through Contractor establish or permit any such practice or practices of discrimination or segregation in connection with the performance of this Agreement and Contractor’s other obligations under this Agreement. In addition, Contractor will, and will cause its subcontractors to, use its best efforts to ensure that applicants for employment are considered for employment and that employees are treated during employment without regard to their sex, disability, marital status, age, race, religion, color, creed, national origin, veteran status or ancestry as required by applicable Laws (as defined in Section 3.14 below), and incorporate the requirements of this paragraph in all of the respective contracts and subcontracts for the Work; provided, however, that the foregoing shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

3.5. Contractor shall obtain all permits and licenses and pay all fees required by all Laws necessary to permit Contractor to lawfully perform and complete the Work.

3.6. Contractor shall provide and pay for all materials, tools, apparatus, construction equipment, and machinery and all utilities, transportation, and other facilities and service necessary for the proper and safe execution and completion of the Work.

3.7. Contractor agrees that all wages paid to laborers and mechanics employed in connection with the Work will be paid at not less than the required prevailing rates of wages for laborers and mechanics for each class of work called for by the Work, if any. The prevailing wages shall be determined and implemented in accordance with the requirements of Chapter 4115 of the Ohio Revised Code. Contractor further agrees that representatives of the District and the Local Government shall have access to the physical location in which Contractor is to perform the Work (the “Project Site”), Contractor’s personnel, and all documents pertaining to the Work, in order to verify compliance with this Section 3.7.

Construction Agreement – RBJ Jergens – PID 98794 Page 2 3.8. Contractor shall at all times keep the Project Site free from any accumulation of rubbish, debris, and waste. Upon completion of the Work and prior to final payment by the District, Contractor shall thoroughly remedy any defects, and leave the Project Site in a clean and orderly condition.

3.9. Contractor shall permit all persons designated by the District and the Local Government to have complete access to the Project Site for all purposes, including but not limited to, inspecting the progress of the Work, and to determine, in general, if the work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with this Agreement. The District and the Local Government shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. Visits by the District and the Local Government shall not be construed to create an obligation on the part of the District or the Local Government to make on-site inspections to check the quantity or quality of the Work. Neither the District nor the Local Government shall have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work.

3.10. Contractor shall be responsible for all necessary safety precautions and programs in connection with the Work, including but not limited to providing whatever protection may be necessary to prevent injury to any persons, whether employees or business invitees of the Local Government, the District, or Contractor (including any subcontractor) or other persons, or loss or damage to property of the Local Government, the District, or other persons, including all materials and equipment to be incorporated into the Work, if any.

3.11. Contractor shall procure and maintain, at all times during the term of this Agreement, at its own cost and expense, the insurance coverage and limits set forth in Schedule 3.11. All such insurance shall be placed with insurance carriers licensed to do business in Ohio. Contractor hereby waives any rights of recovery for bodily injury or property damage it may otherwise have had against the District or the Local Government, but only to the extent such loss or damage is covered by the insurance required to be carried by Contractor hereunder (Ohio workers’ compensation excepted). Contractor shall ensure its insurers will honor this waiver and shall have such policies endorsed with a waiver of subrogation for the benefit of all such parties.

3.12. Contractor will provide and/or assign to the District, or at the request of the District to the Local Government, all guaranties and warranties applicable to any Work performed or supplies or equipment from subcontractors or material suppliers given to Contractor with regard to the Work.

3.13. Contractor agrees to cooperate with, and keep informed, the District at all times. Contractor agrees that the District shall be the primary point of contact for the Local Government, and all inquiries shall be directed to the District.

3.14. Contractor represents, warrants, and covenants that the Work will be performed in accordance with all applicable federal, state, county, or local laws, codes, ordinances, regulations, and rules (collectively, “Laws”).

3.15. Upon completion of the Work, Contractor shall provide the District as-built drawings of all completed Work.

Construction Agreement – RBJ Jergens – PID 98794 Page 3 3.16. To guarantee the faithful performance of its obligations under this Agreement, Contractor will, within five (5) business days after the execution of this Agreement by both parties, post a performance and maintenance security in the form of a surety bond(s) in an amount equivalent to one hundred percent (100%) of the Contract Price, which must be callable on demand and issued in the form, substance, and by a surety/insurance company acceptable to the District.

3.17. Contractor represents, warrants, and covenants with the District that Contractor is not in violation of or in conflict with any provisions of the Laws applicable to it that would impair its ability to carry out its obligations contained in this Agreement.

3.18. Contractor represents, warrants, and covenants with the District that Contractor is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. That execution, delivery and performance does not and will not violate or conflict with any provision of Law applicable to Contractor and does not and will not conflict with or result in a default under any agreement or instrument to which it is a party or by which it is bound.

3.19. Contractor represents, warrants, and covenants with the District that this Agreement has, by proper action, been duly authorized, executed and delivered by Contractor and all steps necessary to be taken by Contractor have been taken to constitute this Agreement, and its covenants and agreements contemplated herein, as its valid and binding obligations, enforceable in accordance with their terms.

3.20. Contractor represents, warrants, and covenants with the District that there is no litigation pending or threatened against or by Contractor wherein an unfavorable ruling or decision would materially adversely affect its ability to carry out its obligations under this Agreement.

ARTICLE IV Time of Commencement and Completion

4.1. Contractor shall commence the Work on or before NOVEMBER 9, 2020. Notwithstanding anything in the Contract Documents to the contrary, Contractor shall achieve Substantial Completion of the Work on or before MAY 31, 2022 (the “Substantial Completion Date”). For the purposes of this Agreement, “Substantial Completion” means Contractor has completed the Work in accordance with the Contract Documents (except for minor punch list items to be completed), and the Work is sufficiently complete so that the Project Site can be utilized for its intended use.

4.2. Contractor shall perform all portions of the Work with all due diligence and at such a pace necessary to achieve Substantial Completion by the Substantial Completion Date. If at any point the District determines in its sole discretion that Contractor likely will not complete the Work by the Substantial Completion Date, the District may: (a) immediately terminate this Agreement upon written notice to Contractor without any further obligation to Contractor other than to pay for all proper Work completed by Contractor prior to such termination, and (b) secure a third party to complete the Work (the “Third Party Completion Services”). The District may offset any amounts expended on Third Party Completion Services from any amounts due or owing to Contractor under this Agreement (the “Offset Amounts”), and Contractor shall pay to the District all Excess Costs incurred by the District, if any. For the purposes of this Agreement, “Excess

Construction Agreement – RBJ Jergens – PID 98794 Page 4 Costs” means the amount by which all costs and expenses incurred by the District in securing the Third Party Completion Services exceed the Contract Price (as defined in Section 5.1 below) minus the Offset Amounts and all amounts paid by the District to Contractor prior to the termination of this Agreement by the District in accordance with this Section 4.2. The rights of the District set forth in this Section 4.2 shall be hereinafter referred to as the “District Termination Rights.”

4.3. In the event Contractor has not achieved Substantial Completion by the Substantial Completion Date (other than a result of Force Majeure), the District may elect, upon written notice to Contractor, and in lieu of exercising the District Termination Rights, to require Contractor to pay the District $500 for each day past the Substantial Completion Date Contractor fails to achieve Substantial Completion, which amount shall increase to $1,000 per day beginning on the date that is thirty (30) days past the Substantial Completion Date (the “Liquidated Damages”). Contractor shall pay the full amount of the Liquidated Damages to the District upon receipt of an invoice from the District regarding the same, and the Liquidated Damages are not subject to setoff, deduction, or counterclaim of any kind. The District will have the right to offset any amounts otherwise owing to Contractor by the amount of the Liquidated Damages. Contractor hereby agrees that the damages the District would suffer in the event Contractor fails to achieve Substantial Completion by the Substantial Completion Date would be difficult or impossible to ascertain, and that the Liquidated Damages represent a good faith estimate of such damages. Contractor further agrees that the Liquidated Damages constitute a reasonable sum considering all circumstances existing as of the Effective Date.

4.4. Contractor agrees that time shall be of the essence of this Agreement, and any failure by Contractor to prosecute the Work with all due diligence and at such a pace that Substantial Completion will be achieved by the Substantial Completion Date, shall be deemed a material breach by Contractor of this Agreement. Notwithstanding anything in this Agreement to the contrary, if at any time the District determines in its sole discretion that the Work is being improperly performed, and upon written notice from the District, Contractor fails to remedy such improperly performed Work, the District may place upon the Project Site tools, labor, equipment, and materials necessary to complete the Work, and Contractor shall reimburse the District for all costs incurred by the District in connection with the foregoing. The remedies set forth in this Article IV shall be in addition to, and not in lieu of, any other remedies available to the District at law or in equity.

4.5. The Substantial Completion Date shall not be modified unless such modification is the result of: (a) changes initiated by the District, provided the District has approved in writing any extension of such Substantial Completion Date caused by the changes initiated by the District, or (b) Force Majeure conditions, as set forth in Section 4.7. Contractor shall immediately provide written notice to the District if Contractor becomes aware of an event beyond Contractor’s control that might cause a delay. Notwithstanding any other provision of this Section 4.5, even though the performance of Contractor is delayed by an event or occurrence beyond the control of Contractor, Contractor hereby agrees to use its best efforts to secure, at its sole expense, alternate sources of services, equipment, or materials, if available. To the extent that Contractor fails to secure available alternate sources of services, equipment, or materials, the District is entitled to secure such alternate sources and offset any amounts expended on such alternate sources from amounts due or owing to Contractor under this Agreement. Contractor shall not be paid any

Construction Agreement – RBJ Jergens – PID 98794 Page 5 additional compensation by the District due to an event or occurrence of the type described in this Section 4.5.

4.6. Upon written notice to Contractor, the District may assign this Agreement and/or the right to exercise the District’s remedies under this Agreement, including, but not limited to, the right to liquidated damages and the right to secure Third Party Completion Services, to the Local Government or any other third party.

4.7. Notwithstanding anything in the Contract Documents to the contrary, neither party shall be liable for any delays in performance due to civil unrest, war or other declared national or state emergency; adverse, unseasonable winter conditions which prevent the party required to perform an activity from performing such activity; fire or other casualty; unavailability of necessary materials; and any other unforeseeable, extraordinary events or circumstances that are beyond the control of the party required to perform and that actually prevent such performance (“Force Majeure”). Force Majeure does not include any of the following: (i) the shortage or unavailability of funds; (ii) delays in the issuance of governmental permits, licenses or approvals required for the Work; (iii) unavailability of utilities due to delays in the issuance of permits, licenses or approvals necessary to initiate service, (iv) labor disputes; or (v) delays caused by surface and subsurface conditions at the Project Site which are known to Contractor as of the Effective Date. Contractor will give the District notice of the initial occurrence of any individual event of Force Majeure which may materially impact the fulfillment of its obligations under this Agreement. Notwithstanding anything in the Contract Documents to the contrary, in the event the District determines, in its sole discretion, that Contractor likely will not achieve Substantial Completion of the Work by the Substantial Completion Date as a result of Force Majeure, the District may immediately terminate this Agreement and secure Third Party Completion Services, and the District will not be obligated to pay Contractor for any portions of the Work not completed by Contractor prior to the effective date of such termination (a “Force Majeure Termination”).

ARTICLE V Stipulated Sum Contract Price

5.1. Notwithstanding anything in the other Contract Documents to the contrary, the District shall pay to Contractor a total of $12,031,601.06 for all Work to be performed under this Agreement (the “Contract Price”). The Contract Price includes the entire cost of the Work, including but not limited to all sales, consumer use, or similar taxes, payroll taxes, unemployment taxes and similar contributions, all other taxes and contributions required to be paid by all Laws relating to or affecting the Work, and any overhead or profit to Contractor for performance of the Work. The sum of the cost of the Work is guaranteed by Contractor not to exceed the Contract Price, subject to additions and deductions pursuant to any Change Orders. Any costs that would cause the Contract Price to be exceeded shall be paid by Contractor without reimbursement by the District. The Contract Price will be payable in accordance with Articles VII and VIII.

5.2. Contractor acknowledges that Contractor has visited and inspected the Project Site and is familiar with all aspects of the Project Site. If conditions are encountered at the Project Site which are (a) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents; or (b) unknown physical conditions of an unusual

Construction Agreement – RBJ Jergens – PID 98794 Page 6 nature which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then the Contractor shall remain obligated to perform the Work at no increase in the Contract Price.

ARTICLE VI Changes in the Work

6.1. The District shall have the right to request changes in the Work. Any changes in the Work, or any amendments or modifications of the Contract Documents, including without limitation amendments or modifications to the scope of work, shall be effective only if contained in a change order signed by both parties, which provides for (a) the adjustment, if any, in the Contract Price resulting from the change in the Work, and (b) the extension, if any, of the Substantial Completion Date (a “Change Order”).

ARTICLE VII Progress Payments

7.1. Payments of the Contract Price shall be made by the District to Contractor according to the following procedure: On or before the last day of each month in which Work is completed, Contractor shall submit to the District an application for payment. The application will include a detailed invoice, based upon the portion of the Work completed during such month in accordance with the Contract Documents. Within thirty (30) working days after the last day of the month in which the application is received, the District shall pay directly to Contractor the appropriate amount for which the request for payment is made.

ARTICLE VIII Final Payment to Contractor

8.1. Final payment of the Contract Price shall be due and payable after all the Work is completed in accordance with the Contract Documents.

8.2. Contractor shall promptly correct all Work rejected by the District as being defective or nonconforming. If the District elects in writing to accept any defective or non- conforming Work, it may do so instead of requiring correction thereof, in which case the amount to be paid hereunder will be appropriately reduced to reflect such defective or non-conforming Work, in the District’s reasonable discretion.

8.3. Acceptance by Contractor of final payment shall constitute a general release by Contractor of the District and the Local Government and a waiver of all claims of Contractor for all things done and furnished in connection with the Work under this Agreement or otherwise and of any act of omission or neglect of the District, the Local Government, and their respective employees, agents, and contractors affecting, relating to, or arising out of the Work or this Agreement. No payment, final or otherwise, shall operate to release Contractor from any of its

Construction Agreement – RBJ Jergens – PID 98794 Page 7 obligations under this Agreement, including, but not limited to, responsibility for defects in materials and workmanship.

8.4. The District may withhold payment to Contractor, in whole or in part, to such extent as may be necessary, in the District’s sole discretion, to protect the District or the Local Government from any loss, liability, or expense, including but not limited to those arising from (a) defective or non-conforming Work not remedied; (b) claims or liens filed or reasonable evidence indicating the probable filing of claims or liens; (c) failure of Contractor to make payments properly to subcontractors or for materials or labor; (d) a reasonable doubt that the Work can be completed for the balance of the Contract Price then unpaid or by the Substantial Completion Date; (e) damage to another contractor; (f) failure of Contractor or any subcontractor or materialman to deliver to the District a Contractor’s or subcontractor’s lien waiver applicable to the Work for which such waiver should have been issued; and (g) failure of Contractor to observe or perform any of the terms, covenants, or conditions of this Agreement.

ARTICLE IX Miscellaneous Provisions

9.1. This Agreement will be effective on the Effective Date and will continue until the Work has been completed and final payment has been made to Contractor or otherwise until this Agreement is terminated in accordance with its terms.

9.2. The Contract Documents are defined in Article I and, together with any document referenced herein or attached hereto, constitute the entire agreement between the District and Contractor, except for Change Orders issued after the execution of this Agreement.

9.3. Any warranties associated with any items installed as part of the Work will run to the District and the Local Government and all documentation associated with any such warranties shall be given to the District upon completion of the Work. The District may assign such warranties.

9.4. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership, association or joint venture with Contractor in the conduct of the provisions of this Agreement. Contractor shall at all times have the status of an independent contractor without the right or authority to impose tort, contractual or any other liability on the District. Contractor shall be solely responsible for the compliance with all applicable Laws with respect to Contractor and its employees and contractors. Any and all payroll taxes, social security benefits, insurance requirements, or employment benefits of any kind whatsoever of Contractor or its employees shall be borne exclusively by Contractor and not the District.

9.5. All representations, warranties, covenants, agreements and obligations of the District under this Agreement will be effective to the extent permitted by applicable law. None of those representations, warranties, covenants, agreements or obligations will be deemed to be a representation, warranty, covenant, agreement or obligation of any present or future officer, agent, employee or attorney of the District in other than his or her official capacity. No official or employee of the District will be personally liable to Contractor, or to any successor in interest, in the event of any default or breach by the District or for any amount which may become due to

Construction Agreement – RBJ Jergens – PID 98794 Page 8 Contractor or any successor to Contractor or on any obligations under the terms and conditions of this Agreement.

9.6. If any part of this Agreement is held by a court of law to be void, illegal or unenforceable, such part will be deemed severed from this Agreement and the balance of this Agreement will remain in full force and effect and interpreted to the extent legally possible to effectuate the intentions of the parties.

9.7. Contractor shall not assign this Agreement without the prior written consent of the District, which consent may be withheld by the District for any reason or for no reason. The District may freely assign or subcontract all or any part of its rights, duties, or obligations under this Agreement, without the consent of Contractor.

9.8. This Agreement shall be governed by the laws of the State of Ohio. All claims, counterclaims, disputes and other matters in question between the District, its agents and employees, and Contractor, its employees and agents, arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within Montgomery County, Ohio.

9.9. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument.

9.10. No consent or waiver, express or implied, by either party to or of any breach of any covenant, condition, or duty of the other party will be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or duty to be observed by the other party. No waiver will be effective unless provided in writing and signed by the party against whom it is sought to be enforced. The headings contained in this Agreement were included only for convenience or reference. All rights and remedies are non-exclusive.

9.11. No party shall be deemed to be the draftsman of this Agreement, and it shall not be interpreted or construed in favor of or against any party.

9.12. Notwithstanding anything in this Agreement to the contrary, Sections 1.1, 4.2, 4.3, 4.4, 4.6, 4.7, 5.2, 8.2, 8.3, 8.4, and Articles III, IX, X, and XI will survive the expiration or termination of this Agreement.

9.13. All notices given by the parties hereunder will be deemed given if personally delivered, or delivered by Federal Express, UPS or other recognized overnight courier, or mailed by U.S. registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at their address below or at such other addresses as either Party may designate by notice to other Party given in the manner prescribed herein. Notices will be deemed given on the date of receipt.

If to Contractor:

R. B. Jergens Contractors, Inc. 11418 N. Dixie Drive Vandalia, OH 45377

Construction Agreement – RBJ Jergens – PID 98794 Page 9 If to the District:

Montgomery County Transportation Improvement District 451 West Third Street, 10th Floor Dayton, Ohio 45422 Attention: Executive Director

With a Copy to:

Sebaly Shillito + Dyer A Legal Professional Association Attn: General Counsel for the Montgomery County Transportation Improvement District 1900 Kettering Tower 40 North Main Street Dayton, Ohio 45423

ARTICLE X Indemnification

10.1. Contractor hereby agrees to assume all risk of injuries to property or persons, including death resulting therefrom, arising from the performance of the Work under this Agreement, or in connection therewith, or appertaining thereto, sustained by Contractor, the employees of Contractor, the employees of the District and/or any other person. Contractor does hereby agree to protect, indemnify, and hold harmless the Local Government, the District, any property owner or lessee of property adjacent to the Project Site, public utilities, and any private entity providing financing for the Project, including the officers, elected officials, shareholders, managers, trustees, directors, agents, consultants, representatives, employees, administrators, successors and assigns of each of the foregoing, against any and all actions, causes of action, obligations, penalties, injuries, claims, damages, losses, costs, fees, expenses (including without limitation reasonable attorneys’ fees and expenses), demands or liabilities related to or arising from: (a) the performance or nonperformance of the Work; (b) breach of this Agreement by Contractor; (c) death, personal injuries or property damage arising from the performance of the Work under this Agreement by any person as aforesaid for any cause whatsoever, not including, however, any act of negligence, willful misconduct or omission by any such indemnified party; (d) any mechanic’s or materialmen’s liens or the rights thereto which may be levied against the Project Site due to the Work; or (e) any act of negligence, willful misconduct or omission by Contractor, its employees, agents or subcontractors. In addition, Contractor shall pay all expenses which such indemnified party may incur in the investigation and/or defense of any such claim, including counsel fees and court costs.

10.2. IN NO EVENT SHALL THE LOCAL GOVERNMENT OR THE DISTRICT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY DELAY DAMAGES, LOST OPPORTUNITY DAMAGES, OR LOST PROFITS INCURRED BY CONTRACTOR AND/OR ITS AFFILIATES, SUBCONTRACTORS, AGENTS, OR EMPLOYEES IN CONNECTION WITH THIS AGREEMENT.

Construction Agreement – RBJ Jergens – PID 98794 Page 10 [Remainder of Page Intentionally Blank. Signature Page Follows.]

Construction Agreement – RBJ Jergens – PID 98794 Page 11 IN WITNESS WHEREOF, this Agreement is executed by the parties as of the Effective Date.

CONTRACTOR: THE DISTRICT:

R. B. JERGENS CONTRACTORS, INC. MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

By: By: Steven B. Stanley, Executive Director Title:

Date:

2226269.1

Construction Agreement – RBJ Jergens – PID 98794 Page 12 Exhibit A

Bid Submittal Package

Bid Express Bid Submission Acknowledgements and Required Documents:

• Unit Price Proposal • Addendum 1 – 4 • Bid Tab / Item List Summary • Subcontractor Listing • Bid Bond • Federally Required DBE Utilization Plan Acknowledgement • Disclosure Policy • Non-Collusion Affidavit • Drug-Free Workplace Compliance Affidavit • Declaration Regarding Unresolved Findings by State Auditor • Delinquent Personal Property Tax • Buy America Certification • Federally Required EEO Certification • OPWC EEO Certification / Requirements • Ohio Prevailing Wage Compliance Acknowledgement • Statement of Qualifications (Experience Statement)

Construction Agreement – RBJ Jergens – PID 98794 Page 13 Schedule 3.11

Insurance Requirements

Workers’ Compensation Insurance - In accordance with Ohio law.

Comprehensive General Liability Insurance with minimum coverage of $2,000,000 per occurrence.

Contractor’s Protective Contingent Liability Insurance with minimum coverage of $2,000,000 per occurrence (to the extent not covered under the Comprehensive General Liability Insurance policy).

Property Damages Insurance with minimum coverage of $2,000,000 per occurrence (to the extent not covered under the Comprehensive General Liability Insurance policy).

The policies shall name all subcontractors, the Local Government, the Montgomery County, Ohio Board of County Commissioners, [______] [ADD OTHER NECESSARY ENTITIES], the District, and the District’s assignees of the Agreement as additional insureds with primary noncontributory coverage for liability arising out of Contractor’s operations. Contractor shall keep this policy in place for no less than five (5) years after substantial completion of the Work.

Certificates of insurance acceptable to the District shall be filed with the District prior to commencement of the Work. These certificates and the insurance policies required by this Schedule 3.11 shall contain a waiver of subrogation as required herein and a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the District and the Local Government. If any of the foregoing insurance coverages are required to remain in force after final payment, an additional certificate evidencing continuation of such coverage shall be submitted with the final application for payment as set forth in Article VIII.

Construction Agreement – RBJ Jergens – PID 98794 Page 14 MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-95

RESOLUTION ACCEPTING PROPOSAL FROM CTL ENGINEERING FOR CONSTRUCTION INSPECTION & MATERIALS TESTING SERVICES FOR THE 70/75 AIRPORT LOGISTICS ACCESS PROJECT IN AN AMOUNT NOT TO EXCEED $295,400

WHEREAS, by action of Resolution 2019-38, the Board approved the submission of an additional application to TRAC specifically for Tier I construction funding for the Project; and

WHEREAS, by action of Resolution 2020-61, the Board authorized the Executive Director to conduct a Quality Based Selection (“QBS”) process for construction inspection services for the Project from ODOT prequalified consultants; and

WHEREAS, as a result of the QBS process and by action of Resolution 2020-82, the Board selected CTL Engineering to perform construction & engineering services for the Project and authorized the Executive Director to seek a cost proposal from CTL and negotiate a contract for its services, incorporating provisions which may be required under the terms of the TID’s funding agreements with ODOT, OPWC, JobsOhio, Montgomery County, Vandalia, & Union; and

WHEREAS, the Executive Director received a cost proposal from CTL Engineering and negotiated a contract in an amount not to exceed $295,400 for construction inspections services and certain activities related to construction inspections: maintaining daily project diaries, tracking of pay quantities, documenting measurements, calculations, and basis for payments, possible change orders, claims, testing and results, daily weather conditions, special notes and instructions to the contractor, and any unusual events occurring on or adjacent to the project all consistent with ODOT requirements.

Page 1 of 2

NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that the attached proposal from CTL Engineering to provide construction inspection, material testing, and related reporting services for the 70/75 Airport Logistics Access Project in an amount not to exceed $295,400 be and is hereby approved.

BE IT FURTHER RESOLVED by the Board that the Executive Director be and is hereby authorized to execute a professional services agreement based on the proposal, incorporating changes that may be required in final negotiations with the CTL Engineering, provided that the Executive Director and the General Counsel determine that such changes are not materially detrimental to the TID or the Project.

BE IT FURTHER RESOLVED, by the Board that copies of this resolution be provided to the Executive Director, the General Counsel, the Secretary/Treasurer, CTL Engineering, the Ohio Department of Transportation, the City of Union, the City of Vandalia, the City of Dayton, JobsOhio, OPWC, and Montgomery.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

Page 2 of 2

CTL Engineering Cost Estimate - MOT 40 13.33 IR-70/75 Airport Logistics Project 10/8/2020 Construction Inspections/Materials Testing Description Quantity Cost Construction Inspections Project Engineering/Manager 8 hours x 258 days x $149 /hour $ 307,536 Construction Inspector ( 2) 8 hours x 605 days x $90 /hour $ 435,600 Construction Inspector Overtime 1 hours x 589 hours x $135 /hour $ 79,515 Traffic Signal Specialist 8 hours x 34 days x $117 /hour $ 31,824 CPM Reviewer 88 hours x $134 /hour $ 11,792 CI Total $ 866,267 Materials Testing (not to exceed) Materials Technician 8 hours x 52 days x $75 /hour $ 31,200 Vehicle Charge ($49/Day) 949 days x $49 /day x 1 day $ 46,501 Concrete Cylinders (20 sets) 100 cyls x $20 /each $ 2,000 Nuclear Gauge 32 days x $40 /day $ 1,280 Asphalt Extraction and Gradation 10 each x $135 /each $ 1,350 Clerical (Project closeout) 10 hours x $60 /hour $ 600 Materials Testing Total $ 82,931 CTL CA/CI Cost 7.89% $ 949,198

CTL Engineering Project Construction Duration Assumptions: Discussed the project schedule with the contractor, Greg Siefring and we came up with following assumption for our fee schedule: Project duration: 20 months Mid October 2020 to Mid June 2022 I full time inspector/doc clerk for the entire duration 20 months (50/50 between inspection and documentation during peak 2021) 1 full time inspector during the FY 2021 peak season OT hrs- 1hr/day for each inspector during peak season and 5 months of weekend work for 8 hrs every Saturday Proj. eng/manager- 20 months- 24 hrs/wk CPM Review- 88 hrs total (baseline & monthly updates) CTL Engineering Cost Estimate - MOT 40 13.33 IR-70/75 Airport Logistics Project Revised 10/23/2020 Construction Inspections/Materials Testing

Description Quantity Cost Construction Inspections Project Engineering/Manager 4 hours x 190 days x $149 /hour $ 113,240 Reduced by half reduced from 2 to 1, no doc clerk; Construction Inspector ( 1) 5 hours x 236 days x $90 /hour $ 106,200 reduce hrs from 8 to 5 on average per day Construction Inspector Overtime 0 hours x 589 hours x $135 /hour $ 79,515 OT eliminated Traffic Signal Specialist 4 hours x 34 days x $117 /hour $ 15,912 Reduced by half CPM Reviewer 88 hours x $134 /hour $ 11,792 CI Total $ 235,352 Materials Testing (not to exceed) As needed, not to exceed basis Materials Technician 8 hours x 52 days x $75 /hour $ 31,200 Vehicle Charge ($49/Day) 482 days x $49 /day x 1 day $ 23,618 Concrete Cylinders (20 sets) 100 cyls x $20 /each x $ 2,000 Nuclear Gauge 32 days x $40 /day x $ 1,280 Asphalt Extraction and Gradation 10 each x $135 /each x $ 1,350 Clerical (Project closeout) 10 hours x $60 /hour x $ 600 Materials Testing Total $ 60,048 CTL CA/CI Cost 2.46% $ 295,400

Project Construction Duration Assumptions: Discussed the project schedule with the contractor, Greg Siefring and we came up with following assumption for our fee schedule: Project duration: 20 months Mid October 2020 to Mid June 2022 1 full time inspector during the FY 2021 peak season and Spring 2022 Proj. eng/manager- 20 months- 8 hrs/wk CPM Review- 88 hrs total (baseline & monthly updates) MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-96

RESOLUTION AUTHORIZING SUBMISSION OF A PROJECT APPLICATION TO THE DAYTON REGION PRIORITY DEVELOPMENT AND ADVOCACY COMMITTEE (PDAC) FOR THE 70/75 INDUSTRIAL PARK ROADWAY IMPROVEMENT PROJECT

WHEREAS, the Dayton Region Priority Development and Advocacy Committee (“PDAC”) was established as a committee of the Dayton Development Coalition involving representatives from the Dayton Region’s business community, local government, education and civic organizations to assist in establishing regional priorities for funding public projects that benefit the economic development, health, education or quality of life in the region; and

WHEREAS, the Board of Trustees (the “Board”) of the Montgomery County Transportation Improvement District (the “TID”), by action of Resolution 2012-25, entered into an Intergovernmental Agreement (the “IGA”) with a number of local governments for financing and constructing infrastructure to support the location and operation of distribution & other industrial facilities in the vicinity of the 70/75 Interchange & the Dayton International Airport; and

WHEREAS, the TID and its local government partners have successfully provided for the construction of Union Airpark Boulevard and the improvement of US 40 from the Airport Access Road to Airpark Boulevard to improve access to available industrial land in the Cities of Dayton, Union, and Vandalia and wish to significantly improve other local roadways in order to further enhance access to the area; and

WHEREAS, TID has unique experience in the coordination, planning, financing, and implementation of multi-jurisdictional transportation projects of regional importance; and

NOW THEREFORE BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that the Executive Director be and is hereby authorized to prepare and submit a funding request to PDAC for additional roadway improvements, called the 70/75 Industrial Park Roadway Improvement Project.

BE IT FURTHER RESOLVED, by the Board that copies of this resolution be provided to the Executive Director, the TID’s General Counsel, the TID’s Finance Director, the Greene County Engineer’s Office, Greene County, the City of Centerville and the Dayton Development Coalition.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-97

RESOLUTION APPROVING PROJECT MANAGEMENT AND FINANCING AGREEMENT WITH GREENE COUNTY, CITY OF CENTERVILLE AND SUGARCREEK TOWNSHIP FOR PHASE 1 OF I-675/WILMINGTON PIKE INTERCHANGE PROJECTS

WHEREAS, by Resolution 2019-74, the Board approved an initial Project Management & Financing Agreement with the City of Centerville to assist the City with identifying transportation improvements and potential economic development opportunities in the vicinity of the I-675/Wilmington Pike Interchange (the “Interchange”); and

WHEREAS, a portion of the Interchange is located within the boundaries of Greene County and a portion of the Interchange is located within the boundaries of Montgomery County and supports substantial business, retail, residential and recreational users located in both counties; and

WHEREAS, Centerville, the Greene County Engineer, and the TID have subsequently agreed that improvements to the Interchange and connected local roadways will be necessary in the future to adequately serve users within the region and that a coordinated effort among local governments is the best approach to plan for those improvements; and

WHEREAS, the TID is uniquely experienced in the coordination, planning, financing, and implementation of multi-jurisdictional transportation projects of regional importance; and

WHEREAS, by action of Resolution 2020-84, the Board approved the I-675 / Wilmington Pike Interchange Projects and District Services Agreement with Montgomery County and Greene County in accordance with Sections 5540.03 and 5540.18 of the Ohio Revised Code, authorizing the TID to assist with projects located in Greene County if Greene County and Montgomery County enter into an agreement with the TID permitting the TID’s involvement; and

WHEREAS, the Agreement provides the ability for Greene County and the TID to enter into one or more future agreements that may provide for additional parties (“Supplemental Agreement”), that will: (i) define the scope of one or more Interchange Projects, (ii) provide for the TID to support and provide services for such Interchange Project(s); and

WHEREAS, Greene County, City of Centerville, Sugarcreek Township and the TID now desire to enter into this Phase 1 Project Management & Financing Agreement as a Supplemental Agreement under the District Services Agreement in order to initiate traffic counting as soon as possible and set forth the framework for subsequent Interchange Projects.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that the attached Phase 1 Project Management and Financing Agreement with Greene County, City of Centerville and Sugarcreek Township be and is hereby approved.

BE IT FURTHER RESOLVED by the Board that the Executive Director be and is hereby authorized to execute the agreement, incorporating changes that may be required in final negotiations with Greene County and Montgomery County, provided that the Executive Director and the General Counsel determine that such changes are not detrimental to the TID or the projects.

BE IT FURTHER RESOLVED, by the Board that copies of this resolution be provided to the Executive Director, the Secretary/Treasurer, the General Counsel, the Finance Director, Greene County, the City of Centerville, and Sugarcreek Township.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

I-675/WILMINGTON PIKE INTERCHANGE PROJECTS MANAGEMENT AND FINANCING AGREEMENT

THIS I-675/WILMINGTON PIKE INTERCHANGE PROJECTS MANAGEMENT AND FINANCING AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of ______, 20___, (the “Effective Date”), by and between the MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT (the “TID”), the BOARD OF COUNTY COMMISSIONERS OF GREENE COUNTY, OHIO (“Greene County”), the CITY OF CENTERVILLE, OHIO (the “City”), and SUGARCREEK TOWNSHIP (GREENE COUNTY), OHIO (the “Township”) (the TID, Greene County, the City, and the Township may each be referred to herein as a “Party” or collectively as the “Parties”), under the following circumstances:

A. The Parties acknowledge that the I-675/Wilmington Pike Interchange and its related surface roadways (the “Interchange”), are material assets to Greene County, Montgomery County, Ohio (“Montgomery County”), the City, the Township, and the region as a whole, and the Interchange serves substantial business, retail, residential and recreational users located in both counties (the “Users”);

B. The Parties have determined that the Interchange is unlikely in the future to adequately service the Users without a coordinated effort to support transportation and other infrastructure improvements to more effectively service the Users (the “Interchange Projects”);

C. The TID is uniquely experienced in the coordination, planning, financing, and implementation of multi-jurisdictional transportation projects of regional importance like the Interchange Projects;

D. Pursuant to Sections 5540.03 and 5540.18 of the Ohio Revised Code, the TID is authorized to assist with the Interchange Projects, even though they are partially located within Greene County, provided that Greene County and Montgomery County both enter into an agreement with the TID with respect to the Interchange Projects (the “Statutory Requirement”);

E. In order to satisfy the Statutory Requirement, the TID, Greene County, and Montgomery County entered into that certain I-675/Wilmington Pike Interchange Projects and District Services Agreement dated on or about ______(the “Project Initiation Agreement”);

F. The Project Initiation Agreement provides the ability for Greene County and the TID to enter into one or more future agreements, including future agreements that may provide for additional parties (each a “Supplemental Agreement”), that will: (i) define the scope of one or more Interchange Projects, (ii) provide for the TID to support and provide services for such Interchange Project(s), and (iii) provide for such other obligations as Greene County and the TID agree upon from time to time; G. The Parties now desire to enter into this Agreement as a Supplemental Agreement under the Project Initiation Agreement in order to set forth Phase I of the overall Interchange Projects (“Phase I”); and

H. The Parties desire to support the Interchange Projects by entering into this Agreement to set forth in more detail each of their respective obligations with respect to Phase I, and, therefore, Greene County, acting pursuant to Resolution ______adopted by the Board of the Greene County Commission on ______, the City, acting pursuant to Ordinance ______adopted by the City Council of the City on ______, the Township, acting pursuant to Resolution ______adopted by the Township Board of Trustees on ______, and the TID, acting pursuant to Resolution No. ______adopted by its Board of Trustees on ______, have each authorized the execution of this Agreement.

NOW, THEREFORE, in consideration of the above, and based upon the mutual promises contained below, the Parties hereby agree as follows:

1. The Interchange Projects Generally. The Parties hereby agree to cooperate to develop and implement the Interchange Projects as set forth in this Agreement.

2. Project Phases. The Interchange Projects may comprise multiple projects/phases. Phase I will consist of the activities described in the Phase I Scope and includes the Phase I Tasks (as defined in Section 7.B. below). Subsequent phases, if any (each, a “Subsequent Phase”), may include the design, financing and/or construction of one or more aspects of an Interchange Project arising from Phase I. The Parties will only proceed to a Subsequent Phase upon the negotiation and execution of a subsequent addendum to this Agreement to set forth the applicable parties’ (the “Subsequent Phase Addendum Parties”) respective rights and obligations with respect to such Subsequent Phase (a “Subsequent Phase Addendum”). The Subsequent Phase Addendum Parties may include fewer than all of the Parties to this Agreement, and may include other governmental entities not originally party to this Agreement.

3. Phase I Scope. The scope of Phase I is set forth in Exhibit A attached hereto (the “Phase I Scope”). The Parties acknowledge that they may further develop or modify the Phase I Scope or add additional tasks thereto during the course of the development of Phase I by amending the Phase I Scope in a writing executed by the Parties.

4. Phase I Schedule. The Parties agree to use their reasonable commercial efforts to complete Phase I by the end of February 2021.

5. Phase I Budget. The budget for Phase I is set forth in Exhibit B attached hereto (the “Phase I Budget”). Within thirty (30) days following the Effective Date, each of Greene County, the City, and the Township (each, a “Local Jurisdiction”) will make a payment to the TID equal to such Local Jurisdiction’s allocated share as set forth in the Phase I Budget. Except for the TID Phase I Management Fee (as defined in Section 6.A. below), the TID will use the Phase I Budget funds solely in connection with out-of-pocket costs incurred by the TID in

2 connection with Phase I. If any funds remain in the Phase I Budget upon completion or termination of Phase I, such funds will be applied to activities under Subsequent Phase Addenda or returned to the Local Jurisdictions.

6. TID Management Fees.

A. The Local Jurisdictions acknowledge that the Phase I Budget includes a fee payable to the TID as compensation for the TID’s performance of the Phase I Tasks and the related TID Management Services (as defined in Section 7.B. below) (the “TID Phase I Management Fee”).

B. In addition to the TID Phase I Management Fee, the Local Jurisdictions acknowledge that the TID will be entitled to similar fees for the TID’s involvement in Subsequent Phases, if any, and to the extent the TID is engaged to manage construction in connection with a Subsequent Phase, such fees will include a fee equal to five percent (5%) of the total project costs associated with the construction of such Subsequent Phase (the “TID Subsequent Phase Management Fee”). The amount, timing, and source of the TID Subsequent Phase Management Fee will be specified in each Subsequent Phase Addendum, to the extent applicable.

7. Specific Phase I Provisions.

A. Effective Date and Termination. Phase I will begin on the Effective Date and will terminate upon the earlier of: (i) the date all Parties have completed their respective obligations under Phase I; provided, however, any obligations not completed by a Party may be waived (in writing) by the other Parties; and (ii) the date all Parties agree, in writing, to terminate Phase I.

B. Phase I Tasks. During Phase I, the Parties will cooperate to perform the following tasks (the “Phase I Tasks”):

(i) Complete the activities described in the Phase I Scope; and

(ii) Develop a preliminary strategy to finance one or more Subsequent Phases, including without limitation by identifying or seeking available third party grant funding (the “Subsequent Phase Financing Plan”).

B. TID Management Services. During Phase I the TID will provide project planning, project coordination, strategy development, and project supervision services for the Phase I Tasks (the “TID Management Services”).

8. Specific Subsequent Phase Funding Provisions. As a general matter, one or more of the Subsequent Phase Addendum Parties other than the TID will be obligated to fund the entire cost of each Subsequent Phase, if any, whether via a borrowing or an alternative source of funds. The Subsequent Phase Addendum Parties will also be responsible to cover the TID’s out- of-pocket transaction costs associated with the Subsequent Phase, including without limitation any related borrowing.

9. TID Payment Obligations. Notwithstanding any provision of this Agreement, it is understood and agreed that no obligation of the TID hereunder will constitute a pledge of the general credit of the TID.

10. Local Jurisdiction Obligations. Each Local Jurisdiction will throughout the performance of this Agreement perform the activities provided for in this Agreement, cooperate and coordinate with and assist the TID, join with the TID in signing and granting any applications or permits or other documents necessary to complete Phase I. Each Local Jurisdiction will perform its responsibilities, obligations, and services, including its reviews and approvals of the TID’s submissions and recommendations, in a timely manner so as not to delay or interfere with the TID’s performance of its obligations under this Agreement or to have a negative impact on the schedule.

11. Progress Meetings. During the course of Phase I, the Parties agree to meet periodically to discuss the progress of Phase I (the “Progress Meetings”). The Progress Meetings will take place via telephone or videoconference unless otherwise mutually agreed. In addition to the foregoing, the TID may periodically submit information updates to the Local Jurisdictions detailing progress achieved. The Parties are fully committed to working with each other throughout Phase I and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements.

12. Disclaimer of Warranties/Limitation of Liability. THE LOCAL JURISDICTIONS AGREE THAT THE TID DOES NOT GUARANTEE OR WARRANT THE SERVICES PROVIDED BY THE TID HEREUNDER OR THE COMPLETION OF THE INTERCHANGE PROJECTS. ALL TID SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THE TID DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN NO EVENT WILL THE TID BE LIABLE OR RESPONSIBLE TO ANY LOCAL JURISDICTION FOR ANY TYPE OF INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER ANY THEORY OR CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL THE TID’S TOTAL LIABILITY HEREUNDER EXCEED THE FEES (NOT INCLUDING ANY FEES PAID TO THE TID TO REIMBURSE THE TID FOR EXPENSES INCURRED BY THE TID, INCLUDING WITHOUT LIMITATION UNDER ANY CONTRACT) ACTUALLY COLLECTED BY THE TID FROM THE LOCAL JURISDICTIONS HEREUNDER.

13. Additional Parties to the Agreement. The Parties acknowledge and agree that additional governmental agencies may be added to this Agreement by the unanimous consent of the Parties by having such governmental agencies enter into an acknowledgement to this Agreement. Each such acknowledgement shall include, if required, a fiscal officer’s certificate

pursuant to Sections 5705.41 and 5705.44 of the Ohio Revised Code. Each such additional party shall be deemed to be a Party under this Agreement.

14. Assignment and Binding Nature. This Agreement may not be assigned without the prior written consent of all non-assigning Parties. The provisions of this Agreement shall be binding upon the successors and assigns of the Parties.

15. Severability. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.

16. Construction and Interpretation. No Party shall be deemed to be the draftsman of this Agreement, and it shall not be interpreted or construed in favor of or against any Party. Words in the singular shall include the plural, and vice versa, and words in the masculine shall include the feminine and/or neuter, and vice versa, where the context so requires for a reasonable interpretation of this Agreement. The Exhibits referred to in and attached to this Agreement are incorporated by reference.

17. Miscellaneous. This Agreement and any Exhibit attached hereto may only be amended by written instrument executed by the Parties affected by such amendment. All covenants, obligations and agreements of the Parties contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, official, officer, agent or employee of any of the Parties other than in their official capacity, and no member of the Greene County Commission, the City’s Council, the Township Trustees, or the Board of Trustees of the TID, and no Greene County, City, Township, or TID official executing this Agreement, shall be liable personally by reason of the covenants, obligations or agreements of the Parties contained in this Agreement. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. Any one or more of such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument. This Agreement embodies the entire agreement and understanding of the Parties relating to the subject matter herein. The waiver, by any Party hereof of any breach of any provision of this Agreement shall not be construed as, or constitute, a continuing waiver or a waiver of any other breach of any provision of this Agreement. The headings contained in this Agreement were included only for convenience or reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

[Remainder of Page Intentionally Blank. Signature Page Follows.]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

By: ______

Print Name: ______

Title: ______

BOARD OF COUNTY COMMISSIONERS OF GREENE COUNTY, OHIO

By: ______

Print Name: ______

Title: ______

CITY OF CENTERVILLE, OHIO

By: ______

Print Name: ______

Title: ______

SUGARCREEK TOWNSHIP (GREENE COUNTY), OHIO

By: ______

Print Name: ______

Title: ______

Exhibit A

Phase I Scope

• Select and engage an engineering consultant in consultation with the Local Jurisdictions to perform engineering services related to initial traffic studies and such engineering or other consulting services as directed by the TID, in order to develop potential scope(s) for Subsequent Phase(s).

• Confirm purpose and need

• Collaborative engagement with Interchange Project stakeholders

• Identify potential funding opportunities

Exhibit B

Phase I Budget

Budget Item Amount Third Party Engineering Costs and Expenses $50,000 Third Party Legal and other Professional Costs $15,000 and Expenses TID Phase I Management Fee $25,000 Total $90,000

Local Jurisdiction Allocated Share Greene County Centerville Sugarcreek Township

Green County Fiscal Officer Certificate

The undersigned fiscal officer of Greene County, Ohio (the “County”) hereby certifies that the monies required to meet the County’s obligations during the year 2020 under the foregoing Agreement have been appropriated lawfully for that purpose, and are in the treasury of the County or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. Pursuant to Section 5705.44 of the Ohio Revised Code, the fiscal officer of the County covenants that any requirement herein of an expenditure of the County’s money in any future fiscal year shall be included in the annual appropriation measure for that future fiscal year as a fixed charge. These certifications are in compliance with Section 5705.41 and 5704.44 of the Ohio Revised Code.

GREENE COUNTY, OHIO FISCAL OFFICER

Date:______By: ______Name: ______Title:______

Centerville Fiscal Officer Certificate

The undersigned fiscal officer of the City of Centerville, Ohio (the “City”) hereby certifies that the monies required to meet the City’s obligations during the year 2020 under the foregoing Agreement have been appropriated lawfully for that purpose, and are in the treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. Pursuant to Section 5705.44 of the Ohio Revised Code, the fiscal officer of the City covenants that any requirement herein of an expenditure of the City’s money in any future fiscal year shall be included in the annual appropriation measure for that future fiscal year as a fixed charge. These certifications are in compliance with Section 5705.41 and 5704.44 of the Ohio Revised Code.

CITY OF CENTERVILLE, OHIO FISCAL OFFICER

Date:______By: ______Name: ______Title:______

Sugarcreek Township Fiscal Officer Certificate

The undersigned fiscal officer of Sugarcreek Township (Greene County), Ohio (the “Township”) hereby certifies that the monies required to meet the Township’s obligations during the year 2020 under the foregoing Agreement have been appropriated lawfully for that purpose, and are in the treasury of the Township or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. Pursuant to Section 5705.44 of the Ohio Revised Code, the fiscal officer of the Township covenants that any requirement herein of an expenditure of the Township’s money in any future fiscal year shall be included in the annual appropriation measure for that future fiscal year as a fixed charge. These certifications are in compliance with Section 5705.41 and 5704.44 of the Ohio Revised Code.

SUGARCREEK TOWNSHIP (GREENE COUNTY), OHIO FISCAL OFFICER

Date:______By: ______Name: ______Title:______

3510174.2

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-98

RESOLUTION AUTHORIZING SUBMISSION OF A PROJECT APPLICATION TO THE DAYTON REGION PRIORITY DEVELOPMENT AND ADVOCACY COMMITTEE (PDAC) FOR THE I-675/WILMINGTON PIKE INTERCHANGE PROJECT

WHEREAS, Greene County (the “County”) and the City of Centerville (the “City”) have identified that the I-675/Wilmington Pike Interchange Project (the “Project”) as a community and regional transportation priority; and

WHEREAS, by Resolution 2020-84, the Montgomery County Transportation Improvement District (the “TID”) Board of Trustees (the “Board”) approved the District Services Agreement with Greene County, Montgomery County to assist the County and the City because of the TID’s unique experience in the coordination, planning, financing, and implementation of multi-jurisdictional transportation projects of regional importance; and

WHEREAS, after consulting with Greene County Engineer and the City of Centerville, the Executive Director has recommended that the Montgomery County TID submit an application for the I- 675/Wilmington Pike Interchange Project.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-99

RESOLUTION SELECTING LJB INC. FOR PLANNING AND ENGINEERING SERVICES IN THE VICINITY OF THE I-675/WILMINGTON PIKE INTERCHANGE

WHEREAS, by Resolution 2020-84, the Board approved an initial Services Agreement with Greene County to assist the County with identifying transportation improvements and potential economic development opportunities in the vicinity of the I-675/Wilmington Pike Interchange (the “Interchange”); and

WHEREAS, by action of Resolution 2020-85, the Board authorized the Executive Director to conduct a Quality Based Selection Process for planning and engineering services in the vicinity of the I- 675/Wilmington Pike interchange from professional engineering consultants; and

WHEREAS, Letters of Interest (“LOI’s) were received from three (3) qualified firms specializing in planning and engineering services including LJB Inc., Burgess & Niple, & TEC Engineering, Inc.; and

WHEREAS, TID staff and representatives of the City of Centerville, Sugarcreek Township and The Greene County Engineer’s Office (the “Selection Committee”) reviewed, rated, & ranked the LOI’s and scored LJB Inc. as the highest ranked consultant based upon established criteria; and

WHEREAS, the Executive Director has recommended that, based upon the Selection Committee ranking, LJB Inc. be selected to perform planning & engineering services for the Project.

NOW THEREFORE BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation Improvement District that LJB Inc. be and is hereby selected to perform planning & engineering services in the vicinity of the I-675/Wilmington Pike Interchange.

Page 1 of 2

BE IT FURTHER RESOLVED, by the Board that the Executive Director be and is hereby authorized to seek a cost proposal from LJB Inc. and negotiate and execute an initial contract for its services, incorporating provisions which may be required under the terms of the TID’s funding agreements with the City of Centerville and Greene County.

BE IT FURTHER RESOLVED, by the Board that copies of this resolution be provided to the Executive Director, the General Counsel, the Secretary/Treasurer, LJB Inc., the Ohio Department of Transportation, the City Centerville and Montgomery & Greene Counties.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

Page 2 of 2

October 23, 2020

Crystal Corbin Deputy Director Montgomery County TID 451 W. Third Street, 10th Floor Dayton, OH 45422 Via Email: [email protected] Re: Montgomery/Greene I-675 / Wilmington Pike Interchange Dear Mrs. Corbin: LJB is excited to offer this Letter of Interest for the I-675 / Wilmington Pike Interchange project. We’ve teamed with Crawford, Murphy, and Tilly and other trusted partners in order to have a team in place that can deliver the right-sized scope of services from planning through construction. Collectively, our team’s leadership has completed more than 20 Interchange Modification Studies (IMS) in coordination with ODOT Districts 7 & 8 in the past 20 years, including a 2014 IMS at this interchange, and we supported your team in the planning, programming, study and design of the Austin Blvd. Interchange. We live and work in the region and in communities that will benefit from these needed safety and capacity improvements that will also promote economic development. We have demonstrated the ability to think bigger, be innovative, and move quickly to implement fundable solutions to construction to improve the quality of life for travelers in our region. We look forward to continuing our work with your office supporting the City of Centerville, Greene County, and other regional stakeholders in the execution of this project. To get started or if you have any questions, please contact me at (937) 259-5180 or [email protected]. Sincerely, LJB Inc.

Andrew J. Shahan, P.E., P.S., PMP Daniel J. Hoying, P.E., P.S., PMP Principal and Project Manager Principal

MONTGOMERY/GREENE I-675 / WILMINGTON PIKE INTERCHANGE

1. LJB ODOT PREQUALIFICATIONS

2. SIGNIFICANT SUBCONSULTANTS Crawford, Murphy & Tilly, Inc. (CMT) – planning/traffic; utility design, environmental > Percentage of work to be performed: 25% > ODOT prequalifications: Non-complex Roadway Design, Complex Roadway Design, Interchange Justification/ Modification Study, Safety Study, Basic Traffic Signal Design, Traffic Signal System Design, Environmental Doc. Prep. - EA/EIS, Environmental Doc. Preparation – CE, Environmental Doc. Prep. - Sec 4(f), Ecological Surveys, Stream and Wetland Mitigation, Waterway Permits, Noise Analyses and Abatement Design As depicted in the organizational chart on the first page, we have also identified key subconsultants that we have partnered with in the past that may be engaged throughout the development of the studies and execution of the design of the improvements if their expertise is required for additional services.

3. PROJECT MANAGER AND KEY STAFF MEMBERS ANDY SHAHAN, P.E., P.S., PMP – project manager Education: B.S., Civil Engineering, University of Evansville Andy is a project management professional, dually-licensed as an engineer and surveyor, with 22 years of experience specializing in transportation and public infrastructure design. He has led projects ranging in construction costs from $50,000 to $110M for counties, municipalities, and ODOT. He works with local governments to assess their needs, develop strategies for the appropriate funding, and execute the design and construction phases of a project. He has extensive experience with interchange geometrics; urban and rural roadway design; right of way acquisition, public utility design and NEPA. Andy recently led the Planning Phase of the Millikin Interchange in Butler County on I-75 gaining an accepted Purpose & Need and identifying alternatives for the Feasibility Study. Andy was Deputy PM and engineer of record for the Austin Blvd. interchange from feasibility study through construction which also led to serving the cities of Miamisburg and Springboro and Miami Township with independent roadway improvements to Byers Road, Miamisburg- Springboro Pike, SR 741, and Austin Landing. Andy led a feasibility study for a new $60M service interchange in Delaware County on I-71 for ODOT District 6. That study included local roadway network improvements and a parallel route to US36/SR37 to Sunbury, Ohio. Relevant local interchange projects: Interstate 75 and State Route 73: Interchange Modification Study and New Interchange Ramp ‘C’ Design; Interstate 275 and U.S. Route 42: Interchange Modification Study and Design; Interstate 275 and U.S. Route 50: New Interchange Design; Millikin Road at I-75 Interchange Study; Interstate 71 and Western Row Road: Interchange Conceptual Alternatives Study.

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PROJECT TEAM DAN HOYING, P.E., P.S., STP, PMP – funding & programming Education: M.B.A, Business Administration, Wright State Univ., B.C.E., Civil Engineering, Univ. of Dayton Dan is a client advocate and senior civil engineer and surveyor who has over 19 years of experience and leads LJB’s community engagement with local government agencies. In this role, he develops relationships with regional leaders through organizations including I-70/75 Development Association, Dayton Development Coalition, and Dayton Area Chamber of Commerce. He serves as a steering committee member of the Dayton Area Logistics Association. Dan works to inform and advocate for projects that carry regional significance with our state and national political delegations including development of Priority Development Advocacy Committee (PDAC) applications. He remains focused on advocating for and leading funding initiatives for a wide variety of projects. This includes developing relationships with regional MPO’s (MVRPC, OKI, CCSTCC, LACRPC, MORPC, KYOVA), ORAC transportation committee, OPWC integrating committees, and a focus on development-driven funding strategies. He routinely works with local governments to assess their infrastructure needs, find the appropriate funding, and execute the design and construction phases of a project. Relevant projects: SR 48 and I-675 Improvements; SR 202 and I-70 Improvements. SCOTT KNEBEL, P.E. (CMT), - lead traffic engineer Education: BS Civil Engineering, University of Dayton With 28 years of experience, Scott leverages national best practices and emerging safety research to deliver innovative solutions and apply performance-based practical design concepts (PBPD). Having led ODOT Safety Studies since 2006, Scott is recognized as an industry leader in innovative techniques in traffic safety countermeasures and traffic operations. He has been involved in more than 350 safety studies and the preparation of more than 40 IMS and IOS analyses across the state, working with local governments as an extension of their staff to develop effective safety solutions that can be implemented for reasonable costs. In addition to his safety expertise, he is responsible for highway and interchange geometrics, traffic operations, traffic control plans and review of traffic control devices, signing and pavement marking, maintenance of traffic plans and maintenance of traffic alternative analysis, and work zone safety training of field personnel (serves on CMT’s Corporate Safety Committee). His in-depth experience in safety analysis and design adds value to this contract - especially in the planning and preliminary design phases. Scott serves on the International Board of Directors of the ITE Great Lakes District and regularly presents on safety related topics at regional and national conferences - including this month's OTEC 2020. Relevant projects: Warren County TID - Interstate 75 and State Route 73 Safety Study and Design; City of Centerville - Interstate 675 at Wilmington Pike Interchange Modification Study and Design. MATT GARDNER, P.E., STP, ENV SP – lead roadway / utilities design Education: B.S. Civil Engineering, Ohio University Matt is a senior civil engineer with 20 years of experience. He has extensive experience working with transportation and municipal clients to provide infrastructure improvements that minimize the impacts to adjacent right of way while meeting both current and future demands. His areas of expertise include interstate design, roadway geometrics, utility coordination and relocation (electric, storm, sanitary, natural gas and water), and right-of- way design. Matt is known for developing effective working relationships with local utility companies that result in superior coordination of project conflicts. Relevant projects: Millikin Road at I-75 Interchange Study; Interstate 75 and Austin Boulevard: Interchange Land Use and Development Plan and Final Design; Interstate 75 and State Route 73: Interchange Modification Study and New Interchange Ramp ‘C’ Design; Interstate 275 and U.S. Route 42: Interchange Modification Study and Design; Interstate 675 and Wilmington Pike: Interchange Modification Study and Phase I Design.

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HEATHER LACEY, PMP (CMT) - lead environmental services; NEPA compliance Education: MS Biological Sciences, Wright State University, BS Biological Sciences, Wright State University With 21 years of experience, Heather is a certified ecologist with a passion for facilitating project goals while protecting water quality and preventing impacts to ecological and natural resources. Heather has been managing the environmental compliance activities and project development process on ODOT and LPA projects for most of her career and is particularly skilled in navigating projects through ODOT’s environmental approval process. She has served as the project manager or primary scientist for all types of ecological surveys; wetland and stream jurisdictional determinations and delineations; stream and wetland mitigation design, planning, implementation, remediation, and monitoring; 401/404 permit applications; environmental site assessments/hazardous material assessments; and public involvement. She is also an expert in qualitative analysis for wetlands, streams and other natural biological systems. Her experience is valuable to help design professionals to minimize environmental impacts thus expedite the design process and reduce costs associated with resource agency coordination. Relevant projects: Warren County TID - Interstate 75 and State Route 73 New Ramp C; Ohio Department of Transportation (ODOT) Districts 6 & 9 - On-Call Environmental Services; ODOT Office of Environmental Services Statewide Contract. DANIEL W. SPRINGER, P.E., PMP- lead bridge design Education: M.S., B.S., Civil Engineering (Structures), University of Toledo With 20 years of experience, Dan specializes in designing, preparing plans and checking designs for various bridges types. He has designed the replacement or rehab of over 100 structures throughout Ohio, including prestressed concrete box beams and I-beams, haunch and constant depth steel girders, steel rolled beams, precast concrete frames, single and multiple span reinforced concrete slabs. Relevant projects: Millikin Road at I- 75 Interchange Study; Interstate 75 and Austin Boulevard; Interstate 75 and State Route 73: Interchange Modification Study and New Interchange Ramp ‘C’ Design; Myers Road Bridge Replacement; Liberty-Fairfield Road over the Great Miami River & CSX Railroad. HARRY G. HERBST III, P.E., P.S. - lead surveyor, right of way plans Education: B.A., Civil Engineering, University of Cincinnati Harry is a senior surveyor and civil engineer with 48 years of experience. He specializes in roadway and drainage design, right-of-way plan development, and land surveying. His areas of expertise include geometrics, GIS/GPS mapping integration, open and closed drainage system designs, hydraulic and hydrologic analyses, boundary resolution, control surveys, topographic surveys, ALTA surveys, FEMA flood plain analysis and detention, and retention pond design. He has prepared thousands of legal descriptions in his career and is recognized as a leader in Ohio in the use of ODOT VRS. Relevant projects: Interstate 75 and Austin Boulevard: Interchange Land Use and Development Plan and Final; Interstate 75 and State Route 73: Interchange Modification Study and New Interchange Ramp ‘C’ Design; I-675 at Wilmington Pike Interchange Modification Study and Phase I Design; Michael A. Fox Butler County Regional Highway to I-75 . 4. ABILITY TO MEET SCHEDULE AND AVAILABILITY OF KEY STAFF Our entire team is familiar with ODOT and local standards, procedures and requirements and has developed positive working relationships with both Districts 7 & 8 that will allow this project to move quickly towards construction. This team has worked with each other and with your office for more than 15 years on these types of projects. Starting immediately, we have ample capacity to devote to this project. The chart indicates more than sufficient capacity to focus on this project, expediting the study, deliver the project for less money and increasing the opportunity to get it funded, constructed, improving safety and attracting development sooner.

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KEY PERSONNEL PROJECT ROLE AVAILABILITY Andy Shahan, P.E., P.S., PMP Project Manager 60% avail. 40% Dan Hoying, P.E., P.S., STP, PMP Funding/Programming 40% avail. 60% Scott Knebel, P.E. (CMT) Lead Planning/Traffic Services 65% avail. 35% Matt Gardner, P.E., STP, ENV SP Lead Roadway/Utilities 75% avail. 25% Heather Lacey, PMP (CMT) Lead Environmental Services 60% avail. 40% Dan Springer, P.E., PMP Lead Bridge/Structures 55% avail. 45% Harry Herbst, P.E., P.S. Lead Survey/Right of Way 50% 50% Our team has the capacity and expertise to deliver this study on a very aggressive schedule to meet the stakeholders’ goals. The schedule goals for the project will be discussed at the initial scoping meeting, identifying a big picture target for key milestones. Depending on the budgeted availability of local match dollars, these goals will be determined in terms of anticipated funding requests with preliminary plans and construction cost estimates completed in time to meet application deadlines. Techniques to expedite the project include: (1) leveraging ODOT’s initiative to improve safety statewide by streamlining project development to get to IMS approval without an AER; (2) regular progress and comment review meetings to collect input and nimbly make refinements to the plan; and (3) collaborative engagement of stakeholders early in the process. We remain committed to getting to constructed safety and capacity interchange improvements as soon as possible! 5. PROJECT APPROACH

FULL BUILD EXHIBIT FROM LJB’S 2014 IMS PROJECT UNDERSTANDING AND DISTRICTS 7 & 8 INTERCHANGE EXPERIENCE Our team’s understanding of the study of the I-675 and Wilmington Pike interchange is informed by our prior work in the past five years in the analysis and design of the capacity and safety improvements needed to improve the performance of the interchange for the region. Andy Shahan and Scott Knebel have collaborated in that effort from the start and carry institutional knowledge that will deliver value to the project stakeholders on day one that will be expensive to replicate in other firms. We completed an Interchange Modification Study (IMS) for the City in 2014, detailed design of Phase 1 improvements through PID 93230, design reviews of improvements designed by other firms associated with the Cornerstone development, access management study of the corridor, and preliminary mapping for this project in support of early TID discussions with the project stakeholders. We have visited the site and reviewed available project documents included with the RFQ. We understand ODOT’s recent study of crash trends support a Ramp Clear project to replace the single lane southbound exit ramp with a two lane exit ramp. In addition to our engineering and analysis work at the interchange, our team works in the region, is proud to call the Miami Valley home, and travels this corridor frequently. We are personally vested in the success of the planning, study, and design work to improve its safety and efficiency.

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Our team has completed more than 20 interchange modification studies and interchange analyses, and more than 15 successful service interchange improvements with ODOT Districts 7 & 8 in the past 20 years. We understand that this contract will seek to develop a Purpose and Need document whose primary need will be safety and congestion and secondary need will be access and economic development. This will allow for the development of certified traffic, a Feasibility Study, updated IMS, environmental clearance, and detailed design of needed improvements at the interchange and surrounding local roadway network. Initial studies will assist the TID in soliciting and obtaining funding for the design and construction of the project through MVRPC, HSIP funds, and TRAC. The project team will support the TID in the coordination of programming support needed with a broad group of federal, state and local government agencies and significant landowners, developers, employers, and business leaders that will be critical stakeholders in the solicitation of these funds. We are committed to being the TID’s partner in advancing improvements at the interchange and surrounding roadway network to construction as quickly as possible to support stakeholder’s economic development initiatives. Interchange experience with ODOT D7 & D8 TECHNICAL APPROACH The LJB team will meet immediately with the TID to continue the big-picture strategic approach to achieving interchange improvements that began late last year. With a whole-to-parts approach throughout, we will review scoping and assembly of the stakeholder coalition that will be developed to solicit funding and support for the project. A scoping meeting will be held with ODOT and the TID to confirm the anticipated path for the project. We will engage stakeholders early to confirm the entire influence area of the interchange. This will include network capacity and safety as well as the ability for the utility infrastructure and land uses to support regional economic development. Our efforts will align local economic development expectations with on-going work by ODOT to improve safety at the interchange as part of a Ramp Clear project to replace the southbound exit ramp with a two-lane ramp. A draft form of our recommendations and major milestones follows. Confirming the Purpose and Need – The IMS completed in 2014 identified improvements to the interchange, Wilmington Pike, Wilmington Pike/Whipp Road/Feedwire Road Intersection, and the Wilmington Pike/Miami Valley Drive Intersection to address the congestion and operational and safety needs of the study area. In the six years since that document was completed, many of the local roadway network improvements were completed. The first major milestone to be reached in the study of the remaining interchange improvements is the development of a Purpose and Need document to validate additional improvements are necessary. Additional development in the area has resulted in a desire by local jurisdictions to increase the study area for anticipated new traffic volumes that may warrant new countermeasures not contemplated in 2014. These will address persistent congestion along the corridor and on the exit ramps. We anticipate that safety and congestion will be the primary need elements of the project. We will use capacity and crash analysis to confirm these needs. LJB will work with OES and the DECs at Districts 7 & 8 to obtain concurrence for how economic development can best be included as a secondary need supported by the economic development plans and goals of the stakeholders. Obtaining accurate traffic volumes and modeling will be critical to the analysis of congestion using Highway Capacity Software (HCS) according to the new OATS manual. TransModeler will be used to supplement this analysis to model congestion and complex interchange alternatives. Alternatives including existing conditions (no-build), local roadway network improvements only, and local roadway network improvements with interchange improvements will be evaluated for the design year. Our team will engage with MVRPC, local

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jurisdictions, and ODOT Districts 7 and 8 to evaluate the TAZs to confirm existing and projected traffic volumes within the study area meet expectations. This will be used to calibrate the model sub areas to a no-build condition that will also be leveraged for certified traffic. This will require modeling expertise and establishing growth rates, collaborating with MVRPC and ODOT’s Modeling & Forecasting team. LJB coordinated model revisions to more accurately reflect existing conditions in 2019 with OKI for the development of the Purpose and Need for the proposed Millikin Road interchange with I-75. We also worked with OKI to incorporate projected traffic volumes based on township land-use plans into the design year analysis, ensuring that the design solution will efficiently support the resulting development patterns. The project is now moving in the Feasibility Study towards recommendation of a new interchange. Feasibility Study – With an approved Purpose and Need, the team will begin a very collaborative process of identifying the preferred alternative through a Feasibility Study. We will execute the guidance included in the Feasibility Studies and Alternative Evaluation Report released by ODOT OES in January 2019 to assist in the documentation of decision-making in the evaluation of the alternatives. Sample Outline #2 from that document will be utilized as the basis for the Feasibility Study elements for this Path 4 project. This initiative is evolving quickly to meet the demands of Governor DeWine for improved safety across the state and could benefit the interchange project by simplifying a Feasibility Study deliverable as well as reducing the overall project timeline to get to the preferred alternative. Through this process, we do not anticipate the need to develop an AER, saving taxpayer dollars. LJB is piloting a similar initiative through our statewide Pedestrian Safety Improvement Program leadership with ODOT that has gained concurrence from ODOT to streamline the PDP through batching environmental documentation by District and supporting developing construction plans only to the detail necessary to competitively bid the project. The TID will benefit from this current work that LJB is doing with the highest levels of leadership at ODOT. Achieving Stakeholder Buy-In – We have found that a collaborative process during the Feasibility Study phase is the most effective method of achieving stakeholder buy-in that results in successful projects. Through our prior work with the TID on the Austin Interchange project, we have witnessed your strength in building these coalitions and negotiating win/win arrangements. We partnered with Rasor Marketing to lead the development of the Public Involvement Plan for the Millikin Interchange project and anticipate collaborating with them again on this project. The plan will support phased implementation of improvements across the influence area starting at the interchange. We will use stakeholder workshops to collect concerns and objectives from key players. Our team will be the TID’s right hand in the development of alternatives that strike balance and work to achieve those goals. We can then support the TID in conceptual planning workshops with the stakeholders to present high-level concepts and collect feedback that will be used to evaluate the build alternatives. The Feasibility Study build alternative traffic analysis could lead to an IMS or identification of local road network improvements. This step will evaluate a short-term countermeasure identified by ODOT’s Ramp Clear program to replace the SB exit ramp with a two-lane ramp versus any long-term countermeasures at the interchange and Feedwire Rd. overpass. In addition to the no-build, and modifications to the existing interchange identified in 2014, the new certified traffic may open up analysis of different interchange types including a DDI or SPUI, among others. Selection of the Preferred Alternative – The alternatives resulting from the stakeholder engagement and preliminary analysis process will be vetted against their ability to address the needs of the project and criteria developed with the stakeholders including traffic operations; safety; impacts to utilities, right of way, and access; economic development benefits; constructability; and cost estimates. A draft Project Initiation Package will be developed for stakeholder review inclusive of a multi-disciplinary team review. The purpose of this early draft is to define red flags that may influence costs and NEPA compliance. In addition to the improvements within the interchange area, the project will explore access and capacity improvements along corridors and at intersections within the influence area. We anticipate balancing safety and access for developments including access points along Wilmington Pike. We also anticipate

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considerations of improvements to the local roadway networks to provide access to continued developments accessing the freeway using Clyo, Feedwire, and/or Little Sugarcreek, leading to Wilmington Pike. Stakeholder feedback in this process is critical to vet alternatives with respect to planned development. In addition to the TID, city, counties, and ODOT, public agency stakeholders might include MCES, Greene County Sanitary, Bellbrook, Kettering, Sugarcreek Township, GDRTA, Sinclair, MVCC, and WPAFB. If requested by the TID, we can rely on our relationships and community involvement with each to advance the project goals. Alternatives will be developed in OpenRoadsDesigner (ORD) to efficiently model and then be transitioned into detailed design in later phases, avoiding rework and saving money. The analysis will be tabulated and summarized in a concise document that can be easily shared with the public and used by the TID and project stakeholders to identify the preferred alternative. IMS – improvements to the interchange are anticipated to be a part of the approved preferred alternative and will require an updated IMS for coordination with FHWA. We suggest a meeting with the review agencies at the start of this process to identify concerns and needs up front to build collaboration into the document’s development and eventual approval. This team developed the prior IMS and will build on that experience, and familiarity with the improvements made since, to get the IMS approved quickly. Accelerate Detailed Design to Construction - With approval of the IMS, the TID and stakeholders will advance the pursuit of funding for the design and construction of the project. Accurate cost estimates for all aspects of the project will enable the team to set the appropriate goal and inform the strategy that will be used to achieve it. In addition to developing a team with talented and experienced traffic, roadway and structural engineers to prepare traditional cost estimates, we have also engaged environmental scientists, geotechnical engineers, and real estate valuation experts that will mitigate red flags during the development of alternatives and improve the accuracy of budgetary cost estimates. We will support the TID in meetings with Jim Gates, Chris Kershner, or other members of TRAC to refine the plan for TRAC applications. LJB has assembled a team of experts from the region that are extremely familiar with each other, with the key staff having worked together for more than 15 years, that offer the depth and experience to provide accelerated design and completeness of services to carry the project from study to construction completion. This team worked together in a similar way in the development of the Austin Boulevard Interchange and most of the projects highlighted in this letter. This familiarity and expertise improves communication and will save the public time and money. HOW THE LJB TEAM WILL POSITION YOU FOR SUCCESS: 1. Appropriately Fund the Project - understanding the financial risk and supporting a funding plan 2. Obtain Local Support – committed to the success of the region, we work with communities and organizations in the project area and are committed to finding win/win solutions for all 3. Project Management - the ability to manage all aspects of the project from planning to construction is a strength of Andy Shahan’s that was critical to the success of the Austin Boulevard interchange. 4. Strategic Partnering – this team captures the value of prior work in the area and positive working relationships with the stakeholders to deliver constructed improvements.

6.NEW INTERCHANGE OR SIGNIFICANT INTERCHANGE IMPROVEMENT EXAMPLES LJB is well-known for balancing local interests to reduce congestion with FHWA/ODOT criteria that protects the levels of service on the interstate system. Feedback from our clients verifies our ability to effectively adjust project direction, deliver plans ahead of schedule, and provide exceptional support during construction. The team we have assembled includes a comprehensive staff that is local and familiar with the area—and has the capacity and expertise - to bring this project to fruition. We have maintained key team members from our prior studies and enhanced it by adding Crawford, Murphy, & Tilly to the team. Below is a brief summary of the team’s relevant interchange experience.

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INTERSTATE 675 & WILMINGTON PIKE IMS AND PHASE 1 IMPROVEMENTS - CENTERVILLE, OH Client: City of Centerville The purpose of this project was to identify interchange modifications and evaluate the impacts of recommended improvements at the Interstate 675 and Wilmington Pike interchange. Geometric improvements and additional lanes on Wilmington Pike at the I-675 interchange result in a roadway section consistent along the remainder of the corridor. The short-term improvements increased capacity without acquiring additional right of way and/or triggering environmental compliance. LJB was able to identify a creative design with no design exceptions that did not impact the bridges carrying I-675, while adding capacity throughout the corridor. LJB completed the IMS analysis ahead of schedule for the City of Centerville, allowing the city to align implementation of the short-term improvements with development. The team advanced detailed design for Phase 1 improvements on Wilmington Pike to improve safety by reducing the lane widths, removing the concrete median and extending the left turn lanes beyond the ramp intersections. The project moved from consultant authorization to proceed to approved IMS to detailed design to construction complete in only two years. Relevant staff: Andy Shahan, Scott Knebel, Matt Gardner, Shelby Ingle, Veena Madineni AUSTIN BOULEVARD & I-75: INTERCHANGE LAND USE & DEVELOPMENT PLAN AND FINAL DESIGN – MIAMISBURG, OH Client: Montgomery County TID LJB’s work at Austin Boulevard began with a comprehensive land use plan that analyzed the potential outcome of the development of a new interchange on Interstate 75 south of Dayton. The key to this project was development. LJB assisted in assessing the area's infrastructure needs, preparing construction cost estimates and developing conceptual alignment alternatives for the interchange and collector roadways for this development driven project. LJB then led the design of the new service interchange and cut the anticipated schedule in half on one of the state’s most successful public-private-partnerships allowing development to occur faster. Environmental documentation was prepared while evaluating two diamond interchange configurations, lane additions on Interstate 75 and about two miles of side road reconstruction and widening. LJB coordinated the project with numerous governmental jurisdictions: ODOT, FHWA, Montgomery County TID, and the local governments of Miami Township, Centerville, Springboro and Miamisburg. Unique features of the project include a major signalized intersection at Ohio’s first displaced left turn (DLT) intersection, semi-actuated operation of the traffic signal at the main DLT intersection, a segregated bikeway on the overpass bridge, a new utility easement corridor to co-locate private utilities outside the interchange’s limited access right of way, and video detection at all intersections to enhance signal operations. We recommend that you contact Steve Stanley, Executive Director of the MCTID, at (937) 673-3852 for more information regarding how LJB supported stakeholders in the justification, planning, funding and design. Since completing the initial land use plan, the new interchange was constructed in 2010 and developers have purchased approximately 400 acres in all four quadrants of the new interchange for mixed use development including hospitality, retail, office and industrial uses. Relevant staff: Andy Shahan, Scott Knebel, Matt Gardner, Heather Lacey, Dan Springer, Harry Herbst DEL-71-7.91 INTERCHANGE MODIFICATION FEASIBILITY STUDY AT U.S. RT 36 / SR 37 AND I-71 – DELAWARE COUNTY, OH Client: ODOT – Office of Planning; Office of Environmental Services LJB studied an area in northern Delaware County, adjacent to the existing U.S. Route 36/State Route 37 interchange with Interstate 71, for consideration of a modified or new freeway interchange. To help understand the potential land use implications associated with possible interchange alternatives, ODOT desired to

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understand the needs of the local communities that would be affected. LJB collected and analyzed existing data, developed an initial assessment of stakeholder goals and measures, then prepared an existing and future conditions report and purpose and need statement. The existing and future conditions report included analysis of the existing and proposed transportation system and land use and development trends and review of critical resources (including wetlands and water resources, floodplains, critical habitats, farmland, cultural and community resources, and physical characteristics of the study area within the potential project footprint). With this information in hand, LJB collaborated with ODOT and the project stakeholders in multiple workshops to finalize a preferred alternative through development of the feasibility study. Relevant staff: Andy Shahan, Scott Knebel, Matt Gardner, Heather Lacey, Dan Springer, Harry Herbst INTERSTATE 75 AND MILLIKIN ROAD INTERCHANGE STUDY – LIBERTY TOWNSHIP, OH Client: Liberty Township / Butler County Engineer’s Office LJB prepared an abbreviated planning document to study a proposal for a new access point to I-75 in Butler County, Ohio, between interchanges at Liberty Way and SR 63. LJB conducted an extensive data collection program to collect traffic volumes on I-75 and the surrounding local roadway network in order to develop planning level traffic volumes. LJB collaborated with the Ohio, Kentucky, and Indiana Council of Governments (OKI) to refine the regional model. Local stakeholders provided input on traffic analysis zones (TAZ) to ensure that the regional model was accurate. LJB prepared capacity and safety analyses for the No-Build alternative documenting need for a new access point on I-75. These analyses were used to prepare a draft purpose and need. The purpose and need was developed to highlight economic development benefits to Butler and Warren Counties, improved east/west regional connectivity between I-75 and I-71, and integration into local roadway network improvements already funded and programmed as part of the OKI long-range plan. An opinion of probable costs was developed as the basis for a funding strategy. LJB collaborated with local stakeholders to identify potential funding sources consistent with the timeline desired for construction of the new interchange. Relevant staff: Andy Shahan, Dan Hoying, Matt Gardner, Veena Madineni STATE ROUTE 73 & I-75: INTERCHANGE MODIFICATION STUDY & NEW INTERCHANGE RAMP 'C' – SPRINGBORO, OH Client: City of Springboro/Warren County TID During the heavily traveled peak periods on State Route 73, significant congestion occurred around the I-75 interchange. LJB initially performed an interchange modification study to determine the most feasible and effective solution to alleviate this backup. Several alternatives for interchange geometry and intersection improvements were analyzed. Based on LJB's recommendations, the county constructed a new Ramp C that creates a single-lane entrance ramp in the northeast quadrant of the interchange to serve the westbound State Route 73 to northbound I-75 movement to accommodate existing and future traffic needs. LJB worked closely with District 8 environmental staff to determine the most expedient process to comply with local, state, and federal regulations while meeting an aggressive NEPA clearance date to preserve project funding. LJB found that no impacts were expected to the wetlands, streams and wildlife in the area as a result of the project. The benefits of this new interstate ramp were felt immediately. The construction of Ramp C removed 600 and 360 left-turning vehicles at this intersection in the AM and PM peak hours of the design year, respectively. Relevant staff: Andy Shahan, Scott Knebel, Matt Gardner, Heather Lacey, Dan Springer, Harry Herbst

10 MONTGOMERY COUNTY TRANSPORTATION IMPROVEMENT DISTRICT

RESOLUTION NUMBER 2020-100

RESOLUTION ACCEPTING DOUBLE JAY CONSTRUCTION, INC. PROPOSAL FOR DRIVEWAY APRON MODIFICATIONS PROJECT ON RIGHT-OF-WAY & MONTGOMERY COUNTY-OWNED PROPERTY AT 5450 SALEM AVENUE AND AUTHORIZING EXECUTIVE DIRECTOR TO EXECUTE CONTRACT

WHEREAS, by action of Resolutions 2014-65 and 2017-19, the Board of Trustees (“Board”) of the Montgomery County Transportation Improvement District (“TID”) authorized and amended a Mutual Services Agreement with Montgomery County (“County”) outlining collaborative measures for implementing transportation and economic development infrastructure projects within Montgomery County; and

WHEREAS, in collaboration with the Montgomery County Community and Economic Development Department, the TID assisted the County and the City of Trotwood (the “City”) with the conduct of a traffic impact study (the “TIS”) for the newly located Ohio Business College Trucking School Academy on County- owned property near the intersection of Salem Avenue and Olive Road (the “Intersection”) in the City; and

WHEREAS, as a result of the TIS, a modification of the southern driveway onto Olive Road is recommended due to the turn radii of semi-trucks; and

WHEREAS, in the essence of time, the TID requested and received a proposal from Double Jay Construction—a construction firm with which the TID has had successful experience and which is already performing other improvements in the vicinity for the City—to perform the driveway modifications; and

WHEREAS, the Executive Director has recommended that the proposal be accepted for the immediate construction of the driveway modifications.

THEREFORE, BE IT RESOLVED, by the Board of Trustees of the Montgomery County Transportation that the attached proposal from Double Jay Construction, Inc. to construct driveway modifications at 5450 Salem Avenue on right-of-way and Montgomery County-owned property at that location be and is hereby accepted.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to negotiate and execute a contract with Double Jay, based on the proposal, incorporating such provisions that may be required in final negotiations, provided that the Executive Director and the General Counsel determine that such changes are not detrimental to the TID or the Project.

Page 1 of 2 BE IT FURTHER RESOLVED, by the Board that copies of this resolution be provided to the Executive Director, the General Counsel, the Secretary/Treasurer, the City of Trotwood, Montgomery County, and Double Jay Construction, Inc.

Adopted the 9th day of November, 2020.

______Chairperson, Montgomery County Transportation Improvement District

Attest: ______Secretary/Treasurer

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