May 8, 2019 Dear Commissioners

May 8, 2019

Dear Commissioners:

Enclosed please find relevant information to the Wednesday, May 15, 2019, Commission Meeting. Minutes of the Wednesday, March 20, 2019, Commission Meeting are included for your review.

This meeting will be held at The Ohio Department of Public Safety, Atrium, at 1970 West Broad Street, Columbus. The Administrative Committee will meet at 10 a.m. in the Atrium. The Policy Committee will not meet.

The ORDC Commission meeting will begin promptly at 11:00 a.m.

If you haven’t already done so, please contact Wende Jourdan to confirm your attendance. You may reach her at 614-728-9497 (telephone) or by e-mail at [email protected].

We look forward to seeing you.

Sincerely,

Mark Policinski Chairman

Enclosures

1 The Ohio Department of Public Safety - Atrium 1970 West Broad Street, Columbus, Ohio

COMMISSION MEETING AGENDA Wednesday, May 15, 2019, 11:00 a.m.

Administrative Committee will meet at 10:00 a.m.

CALL TO ORDER: Mark Policinski, Chairman · Welcome · Roll Call · Approval of Minutes from March 20, 2019 Meeting

EXECUTIVE DIRECTOR REPORT: Matt Dietrich

FINANCE REPORT: Megan McClory

ITEMS FOR APPROVAL · Resolution 19-05 Kanawha River Railroad – Hobson Yard Expansion and Rehabilitation · Resolution 19-06 Cleveland & Cuyahoga Railway – Cleveland Division Rehabilitation

PROJECT BRIEFINGS · FeX Processing Expansion & Rail Spur Installation · Ashland Railway – Bridge and Culvert Repairs · Genesee & Wyoming Northeast Region – Bridge Repairs

COMMITTEE REPORTS

OLD BUSINESS · Resolution 19-04 Central Railroad of Indiana Mainline Rehabilitation NEW BUSINESS

PUBLIC COMMENT

ADJOURN

2 MINUTES FROM THE OHIO RAIL DEVELOPMENT COMMISSION REGULAR BI-MONTHLY MEETING March 20, 2019

CALL TO ORDER Due to the absence of Chairman Policinski, Vice Chair Jackson called the meeting of the Ohio Rail Development Commission to order at 11:01 am on Wednesday, March 20, 2019.

MEMBERS PRESENT Vice Chairman Solomon Jackson, Commissioners Dean Hempfling, Mark Johnson, Bill Lozier, Tom Maphet, Jack Marchbanks, Rachel Near, Tony Reams, Thomas Zitter and Representative Sheehy were in attendance. Chairman Mark Policinski, Commissioner Eric Richter and Representative James Hoops were unable to attend. There were 9 voting members present, therefore a quorum was obtained.

APPROVAL OF THE MINUTES OF THE JANUARY MEETING Vice Chairman Solomon Jackson asked for a motion to approve the minutes of the January 16, 2019 meeting. Commissioner Lozier moved to approve the minutes and Commissioner Johnson seconded the motion. The minutes were approved with 8 votes in the affirmative and Commissioner Maphet abstaining.

EXECUTIVE DIRECTOR’S REPORT Executive Director Dietrich presented his report to the Commissioners.

2020-21 Budget: Governor DeWine proposed an 18-cent increase in the state gas tax. The House of Representatives modified this to 10.7-cents for gasoline and 20-cents for diesel. The Senate may make additional changes. A handout of the Governor’s Executive Budget for the ORDC was provided. As of now, ORDC’s funding for the grade crossing safety, operations and loan program remain unchanged. ORDC requested a $2 million dollar increase in GRF funding and received a $1 million increase in GRF and a continued $1 million in federal highway freight funding from ODOT. He thanked the Governor’s Office, the Office of Budget and Management and ODOT for recommending budget levels that allow ORDC to fulfill its mission. The Transportation Budget should be approved by March 31, 2019 and the Main Budget by June 30, 2019.

Snowplow – Train Crashes: There were three separate crashes with snow plows and trains with one belonging to ODOT and the other two belonging to local governments. Upon review of the accident reports, there was not a common cause. After a meeting with now ODOT Assistant Director of Operations, Sonja Simpson, all ODOT Districts conducted a “tailgate talk” regarding safety and awareness around railroad crossings.

Joint Grade Crossings Study with ODOT: ORDC is partnering with ODOT on a study to examine blocked crossings. A consulting firm, CPCS, has been selected to develop statewide measures for adaptive capacity for crossings. This firm will eventually work with the ORDC and railroads to identify corridors and then conduct studies based on those measures.

3 Federal Grants Update: The FRA approved changes to the project boundaries which will allow Norfolk Southern to proceed with the engineering needed for bank stabilization for the INFRA project along the Ohio River. This work is critical to determine the extent of Army Corps of Engineering permitting required for the project.

State Rail Plan: The state rail plan has been submitted to the Federal Railroad Association. ORDC is waiting on confirmation and proposed changes.

AASHTO Washington Meeting: Director Dietrich provided a handout from AASHTO and brought up the Grade Crossing funding split found on page 5. Currently, there is a 90% Federal and 10% Local Matching; but, this practice is being reviewed to make it 100% Federal Funding like other federal safety programs. Also, there is a $7,500 incentive payment to offset the costs to communities for railway-highway crossing closures. However, that amount is proposed to be increased to $100,000 to support additional crossing closures.

There were no questions.

FINANCE REPORT Megan McClory, Secretary-Treasurer, presented the Finance Report to the Commissioners, which can be found on page 7 of the packet. Ms. McClory noted we have 8 loans in repayment, all in good standing.

The May Commission meeting will be held in the Public Safety Atrium next door.

Staffing Changes: Julie Finnegan accepted a position with DAS, Lean Ohio office. She led ORDC through the Safety and Economic Development kaizens.

There were no questions.

Vice Chairman Jackson needs to recuse himself from several items today. Therefore, the first item for discussion is Resolution 19-04 Central Railroad of Indiana Mainline Rehabilitation Project.

RESOLUTION 19-04 – Central Railroad of Indiana Mainline Rehabilitation

ORDC staff member Tim Brown presented to the Commissioners the briefing on page 24 of the commission packet. Mr. Brown provided the background information found in the packet and introduced Mr. Chris Frank from the railroad to further discuss the project. Mr. Frank explained the scope of the project is to rehabilitate around 16 miles of track to restore speed to 25 mph. Also, the Indiana Department of Transportation provided funds in 2018 to rehab the line in their state.

Vice Chairman Jackson asked how long the speed has been reduced and Mr. Frank advised a few years. Matt advised this track parallels CSX and it’s a very busy and congested area. This investment should last 15 to 20 years, depending on traffic. Commissioner Zitter asked if this includes ballast and ties; Mr. Frank advised ties, ballast, grade crossings, rehabilitation and gaging.

4 Commissioner Maphet made a motion to approve Resolution 19-04 and Commissioner Marchbanks seconded it. Roll Call was taken, and the resolution was approved as presented with 9 votes in the affirmative.

The next item for consideration is the Jamen Corporation/Tri Mor Corporation Transload Loan, Resolution 19-03. Due to the nature of this item and the two project briefings, Vice Chairman Jackson recused himself. He recommended that the commissioners in attendance designate Commissioner Zitter as the Presiding Officer in his absence. Commissioner Reams made the motion and Commissioner Johnson seconded. The motion was approved as presented with 8 votes in the affirmative and Vice Chairman Jackson absent.

Vice Chairman Jackson recused himself from the meeting at 11:24 am.

RESOLUTION 19-03 – Jamen Corporation/Tri-Mor Corporation

ORDC staff member Tom Burns presented to the Commissioners the briefing on page 19 of the commission packet. Mr. Burns introduced Marty Schlessel, President of Tri Mor, to provide the scope of the project. Tri Mor owns and operates three transloading facilities and now a fourth. The mainline switch needs to be reconstructed and rehabilitated with today’s technology. The materials to be brought in are lye ash cement, lightweight aggregate and road salt. The funds will go towards the switch and unloader.

Commissioner Lozier asked if this is an aggregate facility. It used to be; but not now. Commissioner Lozier asked Ms. McClory if our loan funding is healthy enough to fund this project. She responded that ORDC will be able to fund this project without problems. Matt advised that this project is for FY 2019 and FY 2020 will begin on July 1, 2019. Commissioner Lozier inquired about financing and Ms. McClory explained that discussions are held with the borrower with standard terms; but, that is flexible. There have been no in-depth conversations yet. Mr. Burns advised this project was previously approved in 2011 but due to changing market conditions was not advanced. Presiding Officer Zitter asked about right of way on the map provided and it was clarified to his satisfaction.

There were no additional questions.

Commissioner Johnson made a motion to approve Resolution 19-03 and Commissioner Lozier seconded it. Roll Call was taken, and the resolution was approved as presented with 8 votes in the affirmative and Vice Chairman Jackson recused.

PROJECT BRIEFING – Altivia Petrochemicals Capacity Improvement

ORDC staff member Tom Burns presented to the Commissioners the briefing on page 29 of the commission packet. Mr. Burns introduced Mr. Tim Albert from Altivia. A power point presentation was provided which explained the type of products: phenol, acetone and alpha- methylstyrene with the main product being acetone. There are 137 full-time employees working 24/7 production with 8 and 12-hour shifts. They purchase supplies locally. The property is 600 acres with most of it green space except for the 135 acre footprint. It has a mile-long pipeline with

5 access to the Ohio River and the product can be delivered anywhere in the US and overseas. Altivia is investing in about 400 railcars and their own transportation company. Altivia is installing 1600’ of rail line now; but a railyard is needed inside the facility to store up to 110 cars.

Chairman Zitter asked about other plants in the area and Mr. Albert explained they have two phenol plants and next door is a SunCoke Energy Plant.

Commissioner Marchbanks asked about environmental issues and Mr. Albert explained there are no remedial issues.

PROJECT BRIEFING – Taylor Coil Processing

ORDC staff member Tom Burns presented to the Commissioners the briefing on page 32 of the commission packet. Mr. Burns introduced Peter Adamski from Taylor Coil. He provided a power point presentation. There are 67 full-time employees with more than $3.7 million dollars in annual payroll. They process steel coils from 5k to 60k pounds. Thirty-five million pounds out of 350 million pounds shipped annually are transported by rail. 10% of the facility’s gross revenue is directly related to rail service, which is used to reduce transportation costs. This project will rehabilitate an existing spur. They are asking for a 50% matching grant to replace 450’ of track and install heavier rail to prevent derailment and safety incidents.

Commissioner Lozier asked if the closing of the Lordstown GM plant has impacted Taylor Coil business. Mr. Jansky replied it has to a minor extent.

There were no further questions.

Vice Chairman Jackson returned at 11:50 am and presided over the rest of the meeting.

COMMITTEE REPORTS At Vice Chairman Jackson’s request, Ms. McClory reported that the Administrative Committee heard a presentation from Cathy Stout who manages the ORDC’s grade crossing safety programs. The presentation provided how the projects are selected and how they move through construction and payment.

Also, there was discussion about why crashes occur at crossings with active warning signals and what ORDC is doing to address it.

Future topics for discussion would be the Commission’s by-laws since they have not been reviewed for at least 12 years. Ms. McClory was asked to provide a copy of the by-laws to all the Commission members.

OLD BUSINESS There was no old business.

6 NEW BUSINESS There was no new business.

PUBLIC COMMENT Larry Robertson asked if ORDC’s website has the Rail Plan that was submitted to the FRA. Staff member Tim Brown explained that it is; but, there may be changes due to comments from FRA.

Art Arnold with the Ohio Rail Association explained that the Ohio Rail Plan is a great document and he has used it in presentations to the General Assembly. He encouraged everyone to contact the Speaker of the House, Senate President or Governor and stress that ORDC’s mission helps create and sustain jobs. The Governor’s proposal provides additional funds but does not get ORDC back to historic levels. The State Rail Plan identified over $2 billion in rail needs. Commissioner Lozier reported that he met with the Speaker who was impressed with the number of projects completed with our funding levels compared to other states.

ADJOURN Vice Chairman Jackson adjourned the meeting at 12:00 pm.

7 May 2019 Executive Director’s Report

Below are the activities of the Ohio Rail Development Commission since the March 2019 meeting: ORDC staff continue to support Governor DeWine’s budget request as it pertains to the ORDC. House Bill 166 is the state general budget. For ORDC, the budget contains all our General Revenue Funds (GRF) used for rail development grants. The rest of ORDC funding, the State Special Revenue which includes operations and the revolving loan fund as well as federal funding for grade crossing safety and freight development, were all approved in the transportation budget (HB 62). The Governor restored the GRF funding level to $2 million annually and the House Finance Committee’s substitute bill has that amount as well. I want to take this opportunity to thank the DeWine Administration and the Ohio House for their support of the Commission’s mission. I testified on behalf of the Commission before the House Finance Subcommittee for Transportation on April 11th. There were numerous questions from the committee regarding safety, blocked crossings and intermodal development as well as understanding the Commission’s role in each of those issues. A copy of that testimony was e- mailed to all of you but if you would like another copy, please let me know. ORDC is scheduled to testify on May 14th before the Senate General Government and Agency Review Committee. We will provide you a copy of that testimony at the Commission meeting. There have been numerous issues that have arisen regarding ORDC property in the last several months. · Conservation Initiatives on the Panhandle Rail Line: As you may recall, back in March 2016, the Jefferson Soil and Water Conservation District (JSWCD) presented a plan to the Commission to use excess railroad right of way for the preservation of Hellbender Salamander habitat. Additionally, ODOT Office of Environmental Service (OES) identified several abandoned railroad tunnels on the Panhandle Line property as prime bat hibernaculum to mitigate the spread of white nose disease. Staff has been in discussion with both ODOT OES and JSWCD about trying to identify a path forward that can best accommodate both plans. A recent title search has determined that ORDC’s ownership of one of the tunnels, Number 7, is not clear. The attached letter was sent to JSWCD. This determination was made by ORDC staff in consultation with our assigned Attorney General, Alan Klodell. ORDC has already received notice that JSWCD would like a reconsideration of this position. However, it is staff opinion that is it highly unlikely that JSWCD could provide documentation to refute surrounding landowner’s claims that would not involve some level of litigation by ORDC against the property owners. Given there is no future rail purpose for this property, staff is not recommending any future action on the property issue at this time. · ORDC manages the ownership of the Glass Rock line, a 13-mile long spur in Muskingum and Perry Counties. ORDC has considered the line “railbanked”, as it has not seen freight service in decades but ORDC continued ownership of the line for any potential future development in the area. Unfortunately, the prime development site on the line,

8 Central Silica, has been purchased and the parcels have been sold separately so that site is no longer viable as a potential source of rail traffic. Based on recent conversations with local officials, ORDC staff have concluded that the possibility of freight rail service returning to the line is very low. Perry County is evaluating the value of the corridor for potential recreation usage. ORDC has been leasing a portion of the line to the Zanesville and Western Railroad as an excursion opportunity but unfortunately the Z&W is an all- volunteer organization without the resources to maintain, let alone expand, operations leaving the property management of the line to the ORDC. ORDC was recently contacted by PUCO inspectors because debris against one of the bridges in Muskingum County has resulted in flooding and road closures this spring. ODOT District 5, on behalf of and with reimbursement from ORDC, will be removing the blockage soon. These two issues have caused ORDC to reevaluate its ownership of its property assets without rail service. While ORDC’s goal in acquiring these properties in the past has been for the preservation of potential rail service, it has become clear that in some cases, such as the Glass Rock branch, rail service is no longer a viable option for the property in the future because of changes in development and businesses in and around the lines. In the coming months, staff will be re-examining these properties and working with the local communities to determine the best path forward for these assets. This analysis will most likely require outside legal counsel so that ORDC can consider not only property ownership responsibilities but also any regulatory implications with the Surface Transportation Board (STB). Staff will be providing the Commission with an update of these efforts as they progress. As some of the Commissioners may recall, ORDC has been engaged in a multi-year effort with the City of Jackson and the Ohio South Central Railroad to transfer the ownership of the Jackson Line, situated in Ross, Vinton and Jackson counties from the City of Jackson to the ORDC. The purpose of this transfer is to move the ownership of the rail line to an entity familiar with managing railroad property. This discussion started when the previous rail operator, US Rail, served notice of early termination of their existing lease with the City. On January 2, 2013, the City and ORDC signed a Memorandum of Agreement to outline the process by which the City and ORDC would select a new operator and accomplish the transfer of the Line. (A copy is attached.) ORDC completed environmental screenings and required surveying for the property to be considered and no environmental issues were noted. ORDC staff secured all the necessary internal approvals to bring this transfer to the Commission for consideration in 2017. However, a development project on the line and the incentive package provided to the company necessitated the need to delay consideration of transfer until that project was complete. The project is now complete, and staff hope to bring this to the Commission for consideration at the July or September meeting. Staff has been working on a variety of rail-related issues with several communities. These issues range from coordination of local projects involving rail property to a proposal for new rail service. In most of these cases, ORDC staff is providing technical guidance or functioning as a liaison role between the community and the railroads. The list of communities includes: Bellevue, Toledo, Findlay, Greenfield, New Philadelphia and Circleville.

9 With the new administration, there has been a great deal of ORDC staff outreach, both external and internal, as well work with the DeWine Administration on how the ORDC can best assist in moving the administration’s priorities forward. A couple items of note: 1. ORDC assisted JobsOhio’s European Office with organizing speakers for a morning meeting with European business groups interested in Ohio. I represented the ORDC and Chief Engineer Lloyd MacAdam represented ODOT on a panel discussing the public agencies involved in transportation in Ohio. I would like to thank Paul Jeffers from Norfolk Southern and Jerry Vest from Genesee & Wyoming for their participation as well.

2. I have also been representing the ORDC on the Appalachian Partnership for Economic Growth’s Economic Prosperity Planning Core Working Group. This effort is an extensive analysis of the region that includes interviews with existing business leaders in the area, economic trend analysis, and evaluation of infrastructure (physical, financial and human resource). The goal of the effort is to identify target industries that would be attractive to the area based on the current conditions as well as identify areas for future investment.

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a Ç & && D Ç & & & & 22 Fiscal Year 2019 Agency Operations Operating Expenses vs. Budget (through 3/31/19) $1,400,000.00

$1,200,000.00

$1,000,000.00 $466,842

$800,000.00

$600,000.00 $195,357 Remaining Budget Encumbered + Disbursed $400,000.00 $800,269 $511,006 $200,000.00 $14,934 $7,781 $9,219 $69,560 $2,000 $- $1,066 $23,219 $17,781 $17,440 $- GC Safety GC Safety GC Safety Operations Operations Operations Operations (Payroll) (Operations) (Personal (Payroll) (Personal (Office Expenses) (Equipment) Service) Service)

Operating Expenses vs. Budget (through 4/30/19) $1,200,000.00

$1,000,000.00 $182,058

$800,000.00 $146,400 $600,000.00 Remaining Budget $885,053 $400,000.00 Encumbered + Disbursed $559,963 $200,000.00

$14,934 $7,651 $9,119 $68,506 $2,000 $- $1,066 $23,349 $17,881 $18,494 $- 23 GC Safety GC Safety GC Safety Operations Operations Operations Operations (Payroll) (Operations) (Personal (Payroll) (Personal (Office Expenses) (Equipment) Service) Service) ORDC Operations & Revolving Loan Fund Report as of April 1, 2019

Spending authority Cash Fiscal Year 2019 Appropriation $ 2,875,800 Cash Balance as of 4/1/19 $ 9,602,911 LESS: OPEN PRIOR YEAR ENCUMBRANCES $ 1,334,021 NET CASH AVAILABLE FOR 2019 USE $ 8,268,890

Fiscal Year 2019 Appropriation $ 2,875,800 LESS: PAYROLL AND OTHER COSTS (Budgeted) $ 1,253,223 LESS: PROJECTS ENCUMBERED or DISBURSED Bluegrass Farms Reach Stacker loan $ 553,097 LESS: PROJECTS APPROVED BUT NOT ENCUMBERED Jamen Holding Company/TriMor Corporation $ 500,000 LESS: PROPOSED COMMITMENTS FOR FY 2019 NET SPENDING AUTHORITY/CASH AVAILABLE* $ 569,480 $ 5,393,090

*Controlling Board approval will be necessary to fund projects beyond the available spending authority.

24 ORDC Operations & Revolving Loan Fund Report as of May 1, 2019

Spending authority Cash Fiscal Year 2019 Appropriation $ 2,875,800 Cash Balance as of 5/1/19 $ 9,726,750 LESS: OPEN PRIOR YEAR ENCUMBRANCES $ 1,334,021 NET CASH AVAILABLE FOR 2019 USE $ 8,392,729

Fiscal Year 2019 Appropriation $ 2,875,800 LESS: PAYROLL AND OTHER COSTS (Budgeted) $ 1,258,223 LESS: PROJECTS ENCUMBERED or DISBURSED Bluegrass Farms Reach Stacker (loan) $ 553,097 Altivia Petrochemicals LLC (grant) $ 100,000 LESS: PROJECTS APPROVED BUT NOT ENCUMBERED Jamen Holding Company/TriMor Corporation (loan) $ 500,000 Menard, Inc. Jeffersonville (grant, balance) $ 156,165 LESS: PROPOSED COMMITMENTS FOR FY 2019 Fex Processing Expansion & Rail Spur Installation (grant) $ 50,000 Cleveland & Cuyahoga Rwy Cleveland Division Rehabilitation (grant) $ 554,374 ASRY Repair of Bridge 84.1 & Culvert 262.9 (grant) $ 49,796 KNWA Hobson Yard Expansion & Rehabilitation (grant) $ 174,930 G&W Northeast Region Bridge Repairs $ 142,475

NET SPENDING AUTHORITY/CASH AVAILABLE* $ (663,260) $ 5,516,929

*FY 2019 overcommitments will be funded with expected FY 2020 appropriations.

25 FISCAL YEAR 2019 BUDGET PROJECTION 5/7/2019 Loan & Grant w/ Grants Payback Available Funds for FY 2019 $ 3,000,000 $ 5,000,000

Requested FY 2019 PROJECTS APPROVED Total Project Rail Portion Funding Altivia Rail Yard Spur$ 225,000 $ 225,000 225,000$ $ 100,000 Bluegrass Farms Reach Stacker Spur $ 553,097 $ 553,097 553,097$ $ 553,097 Central Main & Quebec Railway Omal Yard Connections Spur $ 249,406 $ 249,406 124,703$ $ 124,703 CIND Tie & Surface Project Rehabilitation $ 1,296,866 $ 1,296,866 355,855$ $ 355,855 Jamen Corp/Trimor Corp Spur $ 1,300,000 $ 1,300,000 500,000$ $ 500,000 Menard, Inc. Jeffersonville Spur$ 65,000,000 $ 700,000 200,000$ $ 200,000 NS River Line Rehabilitation - INFRA Rehabilitation$ 10,000,000,000 $ 31,882,843 520,000$ $ 520,000 NSG Glass North America Spur $ 260,000,000 $ 500,000 200,000$ $ 200,000 Ohi-Rail Bridge Repairs Rehabilitation $ 74,000 $ 74,000 37,000$ $ 37,000 Ravago Americas LLC Spur $ 35,100,000 $ 2,200,000 100,000$ $ 100,000 RJ Corman Marlite/Deflecto Leads Rehab Rehabilitation $ 326,080 $ 326,080 163,040$ $ 163,040 Taylor Steel Lordstown Rehabilitation $ 112,250 $ 112,250 56,125$ $ 56,125 Wheeling & Lake Erie Railway Crawford Siding Added capacity $ 3,500,000 $ 3,500,000 400,000$ $ 400,000 TOTAL OF APPROVED PROJECTS $ 10,367,736,699 $ 42,919,542 3,434,820$ $ 2,256,723 $ 1,053,097

FOR APPROVAL Cleveland & Cuyahoga Rwy Cleveland Division Rehabilitation Rehabilitation $ 1,108,749 $ 1,108,749 $ 554,374 $ 554,374 FeX Processing Expansion & Rail Spur Installation Spur $ 3,400,000 $ 465,000 $ 50,000 $ 50,000 ASRY Repair of Bridge 84.1 & Culvert 262.9 Rehabilitation $ 99,592 $ 99,592 $ 49,796 $ 49,796 KNWA Hobson Yard Expansion and Rehabilitation Added capacity $ 349,860 $ 349,860 $ 174,930 $ 174,930 G&W Northeast Region Bridge Repairs Rehabilitation $ 284,950 $ 284,950 $ 142,475 $ 142,475 TOTAL FOR APPROVAL $ 5,243,151 $ 2,308,151 971,575$ $ 971,575 $ -

FUNDING REMAINING IF ALL PROJECTS APPROVED $ (228,298) $ 3,946,903

ACTIVE COMMITMENTS Amware Brook Park Spur$ 273,524 $ 273,524 $ 220,000 $ 50,000 Appalachian Partnership for Economic Growth Spur $ 3,400,000 $ 465,000 50,000$ $ 50,000 ASRY Willard Line Rehab and Rail Test Rehabilitation $ 1,417,754 $ 1,417,754 $ 708,877 $ 708,877 Hess Printing Portage Spur$ 22,300,000 $ 450,000 $ 125,000 $ 125,000 IERR Rehab Rehabilitation $ 290,502 $ 290,502 $ 145,251 $ 145,251 Indiana Northeastern Track Upgrade Rehabilitation $ 602,645 $ 602,645 $ 267,939 $ 267,939 Youngstown-Warren Regional Chamber Spur $ 43,451,104 Not Available $ 250,000 $ 250,000 OSCR Bridge Repairs & Grade Crossing Surfaces Rehabilitation $ 257,319 $ 257,319 $ 128,659 $ 128,659 Team Northeast Ohio Spur$ 15,000,000 Not Available $ 100,000 $ 100,000 WESTCO Urbana Line Bridge 124.67 Rehabilitation $ 400,000 $ 400,000 $ 200,000 $ 200,000 Zanesville-Muskingum County Port Authority spur $ 350,000,000 $ 5,300,000 $ 150,000 $ 150,000

26 TOTAL COMMITMENTS $ 437,392,848 $ 9,456,744 2,345,726$ $ 2,175,726 $ -

FUNDING REMAINING AFTER APPROVED PROJECTS AND COMMITMENTS $ (2,404,024) $ 3,946,903 C ò D / .

Cò .3("? hÇw!ó / 5 w !"" D$í b '" " w( .'( w*' Ybí! I ! ò' 9/* $ w !"" !{wò w*' 1 .'( 2 $ /3'" 2 Có t' 6( 9/* $ w {*3' L"" Ç8 ' / t' 6( !" t"' 6 6

/Lb5 a w !"" í[9 /';1 ' {( /av h ò' / 6" a' L62 W11' b{D D b '" !'6 w( !'6 [[/ h w .'( w*'

wW / ' a'">516" [ b{ w' [ LbCw! D'"

27 Fiscal Year 2019 Grade Crossing Safety Program Project Budget through 3/31/2019 $18,000,000.00

$16,000,000.00

$14,000,000.00 $6,025,417.28

$12,000,000.00

$10,000,000.00 Remaining Budget $8,000,000.00 Encumbered + Disbursed $6,000,000.00 $11,388,011.03

$4,000,000.00

$2,000,000.00 $168,058.83 $- $331,941.17 Warning Devices Other Improvements (Non- Warning Device)

Project Budget through 4/30/2019 $18,000,000.00

$16,000,000.00 $4,731,973.82 $14,000,000.00

$12,000,000.00

$10,000,000.00 Remaining Budget $8,000,000.00 Encumbered + Disbursed $6,000,000.00 $12,681,454.49

$4,000,000.00

$2,000,000.00 $168,058.83 $- $331,941.17 Warning Devices Other Improvements (Non- Warning Device)

28 OHIO RAIL DEVELOPMENT !"#$%&'()'"%*$+,%-./+'01.1"2) COMMISSION

!"#$%&!'()$*!+),%-*.)/%$),%"%$$%012)34%'%".

www.rail.ohio.gov

+345%/6789:;%<=>?4>@

ORDC Grant $174,930 KNWA Investment $174,930 $349,860

/6789:;%(9>9A;B

-Helps KNWA switch inbound trains more e"ciently, reducing potential for delays to customers -Increases capacity for existing and potential transload customers

'+,C%D735B%3>?%'E89:;4F9B This project meets ORDC’s goal of E"cient Railways by modernizing and expanding capacity at a yard, which allows for more e"cient operations and improved service to customers.

29 KANAWHA RIVER RAILROAD HOBSON YARD EXPANSION AND REHABILITATION Middleport, OH April 30, 2019

The Kanawha River Railroad (KNWA) seeks ORDC funding assistance to expand and rehabilitate Hobson Yard in Middleport, Ohio. Staff recommends approval of a grant in the amount of $174,930 (50% contribution). KNWA’s share of the cost is $174,930 (50% contribution) for a total project cost of $349,860. The project will restore service to one yard track and rehabilitate the other yard tracks to improve capacity for existing and potential transload services and fluidity of classification operations for KNWA. KNWA serves customers in Ohio and West Virginia via its interchange with Norfolk Southern in Columbus. Currently, KNWA’s yard in Belle, WV handles switching operations. Belle is more than 60 miles southeast of Hobson Yard and several key KNWA customers are located between Hobson Yard and Belle. It would be more efficient to utilize Hobson Yard to classify traffic for these customers, which would lead to increased fluidity on the entire KNWA line, thus benefitting shippers in Ohio. Additionally, the yard improvements will increase capacity for an existing transload customer at Hobson Yard as well as potential future transload customers. This yard improvement project will restore service to Track 2 and rehabilitate the 3 other yard tracks (Passing Track, Track 1, and Track 3). Overall, the project consists of the installation of approximately 3,000 new ties, 900 tons of ballast, and associated surfacing. KNWA will be responsible for continued maintenance of the yard.

30 RESOLUTION 19-05 RE: KANAWHA RIVER RAILROAD LLC GRANT FUNDING

A RESOLUTION DETERMINING THE APPROPRIATENESS OF ASSISTANCE PROPOSED TO BE PROVIDED TO THE KANAWHA RIVER RAILROAD LLC UNDER CHAPTER 4981 OF THE OHIO REVISED CODE.

WHEREAS, this Commission as the Ohio Rail Development Commission (“ORDC”) created by Chapter 4981 of the Ohio Revised Code, has the responsibility of reviewing and making recommendations to ORDC staff with respect to the assistance under Chapter 4981 of the Ohio Revised Code (the “Act”) proposed to be provided; and

WHEREAS, the ORDC has under consideration the provision of assistance under the Act to the Kanawha River Railroad LLC (the “Company”); and

WHEREAS, the ORDC staff has submitted to this ORDC a Request for Assistance submitted by the Company; the determination of the Executive Director of the ORDC and the facts upon which such determination is based, that the proposed assistance will conform to the requirements of the Act and the terms of the proposed assistance; and

WHEREAS, the ORDC has reviewed such submissions and discussed them with the Executive Director and staff of the ORDC the proposed assistance; and

WHEREAS, on the basis of such review and discussions, the ORDC has determined that the provision of assistance to the Company, as set forth in the ORDC staff’s submissions, is appropriate.

NOW, THEREFORE, BE IT RESOLVED by the ORDC of the State of Ohio:

Section 1. That the ORDC determines that the assistance proposed to be provided under the Act to assist the Company with the Rail Service Project (as defined below) is appropriate.

Section 2. That the ORDC approves the proposed assistance to the Company, the nature, amount and terms of which are summarized in Exhibit A attached hereto.

Moved By ______Seconded By ______

31 Resolution 19-05 Page 2

Mark Policinski, Chairman ___Yes ___No ___Absent ___Abstained ___Recused Allen Biehl ___Yes ___No ___Absent ___Abstained ___Recused Dean Hempfling ___Yes ___No ___Absent ___Abstained ___Recused Solomon Jackson ___Yes ___No ___Absent ___Abstained ___Recused Mark G. Johnson ___Yes ___No ___Absent ___Abstained ___Recused William Lozier ___Yes ___No ___Absent ___Abstained ___Recused Pamela Vest Boratyn for Jack Marchbanks ___Yes ___No ___Absent ___Abstained ___Recused Rachel Near for Lydia Mihalik ___Yes ___No ___Absent ___Abstained ___Recused Anthony Reams ___Yes ___No ___Absent ___Abstained ___Recused Eric Richter ___Yes ___No ___Absent ___Abstained ___Recused Thomas Zitter ___Yes ___No ___Absent ___Abstained ___Recused

ORDC ACTION:

Motion Approved Other Action Motion Denied Date 5/15/19

CERTIFICATE

I, the undersigned Chairman of the ORDC, hereby certify that the foregoing is a true and correct record of the resolution of said ORDC.

5/15/19 Mark Policinski, Chairman Date

32 Resolution 19-05 Page 3

EXHIBIT A

A grant to the Company pursuant to Section 4981.032 of the Ohio Revised Code in the amount of up to One Hundred Seventy-Four Thousand Nine Hundred Thirty Dollars ($174,930) (the "ORDC Grant") for a project to rehabilitate Company’s Hobson Yard near Middleport, Ohio, including the replacement of ties, addition of ballast, and surfacing (the “Rail Service Project”).

The ORDC Grant is subject to the following conditions:

1. The Company must meet all standard ORDC program requirements, including any applicable prevailing wage provisions, in expending the ORDC Grant.

2. The Company shall be responsible for any and all costs in excess of the ORDC Grant.

33 OHIO RAIL DEVELOPMENT !"#$%&'()*+,-,+'#.).$-$/$!#)&,0'1 COMMISSION

!"#$%&!'()$*!+),%-*.)/%$),%"%$$%012)34%'%".

www.rail.ohio.gov

&234)56789:;)<=>?3>@

ORDC Grant $554,374 OmniTRAX Investment $554,375 $1,108,749

56789:;)19>9A;B

-Rehabilitates and improves class of track on line that has not seen major rehabilitation work in nearly 30 years -Ensures reliable rail transportation for shippers on the line

!&.*)C724B)2>?)!D89:;3E9B This project meets ORDC’s goal of E"cient Railways by modernizing a rail line that gives shippers transportation choices.

Ferrous Processing

CCR

WLE Interchange

34 OMNITRAX, INC. CLEVELAND DIVISION REHABILITATION Cuyahoga County, OH April 29, 2019

OmniTRAX, Inc. (OmniTRAX) seeks ORDC funding assistance to perform rehabilitation of the Cleveland Division in Cuyahoga County, Ohio. Staff recommends approval of a grant in the amount of $554,374 (50% contribution). OmniTRAX’s share of the cost is $554,375 (50% contribution) for a total project cost of $1,108,749. The project will upgrade the line from Excepted to FRA Class 1 condition to allow for improved efficiency and safety, as well as the reconstruction of two grade crossings for the benefit of the traveling public. OmniTRAX is in the process of acquiring Cleveland Commercial Railroad’s operations in the Cleveland area. OmniTRAX will be operating these lines as the Cleveland and Cuyahoga Railway. One of these lines, the Cleveland Division, connects shippers in Cleveland to interchange with the Wheeling and Lake Erie Railway at Glenwillow. The Cleveland Division has not seen any major rehabilitation work in nearly 30 years. The largest shipper on the line, Ferrous Processing and Trading, processes scrap metal bound for steel mills. An increase in demand for scrap has necessitated a comprehensive rehabilitation project for the Cleveland Division to ensure timely service and safety on the line. This rehabilitation project consists of the replacement of approximately 5,000 ties, distribution of 5,000 tons of ballast, and associated surfacing across the entire 10.4 miles of the Cleveland Division. Additionally, ORDC identified two crossing surfaces in poor condition (at E. 91st St. in Cleveland and Glendale Ave. in Bedford) that will be rebuilt with concrete panels as a part of the project. OmniTRAX will be responsible for continued maintenance of the track to FRA Class 1 standards.

35 RESOLUTION 19-06 RE: CLEVELAND AND CUYAHOGA RAILWAY LLC GRANT FUNDING

A RESOLUTION DETERMINING THE APPROPRIATENESS OF ASSISTANCE PROPOSED TO BE PROVIDED TO THE CLEVELAND AND CUYAHOGA RAILWAY LLC UNDER CHAPTER 4981 OF THE OHIO REVISED CODE.

WHEREAS, the ORDC has under consideration the provision of assistance under the Act to the Cleveland and Cuyahoga Railway LLC (the “Company”); and

WHEREAS, the ORDC has reviewed such submissions and discussed them with the Executive Director and staff of the ORDC the proposed assistance; and

WHEREAS, on the basis of such review and discussions, the ORDC has determined that the provision of assistance to the Company, as set forth in the ORDC staff’s submissions, is appropriate.

NOW, THEREFORE, BE IT RESOLVED by the ORDC of the State of Ohio:

Section 1. That the ORDC determines that the assistance proposed to be provided under the Act to assist the Company with the Rail Service Project (as defined below) is appropriate.

Section 2. That the ORDC approves the proposed assistance to the Company, the nature, amount and terms of which are summarized in Exhibit A attached hereto.

Moved By ______Seconded By ______

36 Resolution 19-06 Page 2

ORDC ACTION:

Motion Approved Other Action Motion Denied Date 5/15/19

CERTIFICATE

I, the undersigned Chairman of the ORDC, hereby certify that the foregoing is a true and correct record of the resolution of said ORDC.

5/15/19 Mark Policinski, Chairman Date

37 Resolution 19-06 Page 3

EXHIBIT A

A grant to the Company pursuant to Section 4981.032 of the Ohio Revised Code in the amount of up to Five Hundred Fifty Four Thousand Three Hundred Seventy-Four Dollars ($554,374) (the "ORDC Grant") for a project to rehabilitate Company’s Cleveland Division Rail Line, approximately 10.4 miles between the Wheeling & Lake Erie interchange at Glenwillow and Ferrous Processing on Aetna Road in Cleveland, including the replacement of ties, addition of ballast, surfacing and crossing repairs at 475981F and 524339R (the “Rail Service Project”).

The ORDC Grant is subject to the following conditions:

1. The Company must meet all standard ORDC program requirements, including any applicable prevailing wage provisions, in expending the ORDC Grant.

2. The Company shall be responsible for any and all costs in excess of the ORDC Grant.

38 OHIO RAIL DEVELOPMENT !"#$%&'()**+,-$)#%.,*+',$/$&.+0$*%1&$+,*2.00.2+', COMMISSION

!"#$%&!'()$*!+),%-*.)/%$),%"%$$%012)34%'%".

www.rail.ohio.gov

&345$%678"9:$!;<=4<>

ORDC Grant $50,000 FeX Investment $490,000 $540,000

%678"9:$?"<"@:A

-Allows for an Appalachian Ohio business to expand and bene"t from rail access -Results in 9 retained jobs and 15 new jobs

'&B($-735A$3<=$'C8"9:4D"A This project meets ORDC’s goal of Economic Development by helping to provide an Ohio business with transportation options.

FeX Facility

NS Mingo Yard

39 FeX PROCESSING EXPANSION & RAIL SPUR INSTALLATION Mingo Junction, Ohio April 30, 2019

Project Summary:

FeX Processing, LLC (“FeX”) requests a grant in the amount of $50,000 in order to offset rail infrastructure costs related to an expansion at their site in Mingo Junction, Ohio. FeX is undertaking a $3,400,000 expansion in Mingo Junction which includes the installation of a rail spur, with an estimated cost of $540,000. Staff recommends this project as it will result in 9 retained and 15 new jobs in Appalachian Ohio.

FeX is a subsidiary of FeX Group, that operates a recycling facility responsible for blending, processing and upgrading byproduct scrap materials for beneficial reuse in steel mills and blast furnaces. In addition, FeX runs a retail scrap yard that receives scrap from the public and local industrial accounts. The company’s goal is to continue to grow both the byproduct and traditional scrap business in an effort to support its neighbor JSW Steel USA and other Ohio mills. The rail spur will significantly aide in these efforts.

FeX will commit to retaining 9 existing jobs and creating 15 new jobs in Mingo Junction as a condition of the grant.

A revitalization grant was extended to the company via the Appalachian Partnership for Economic Growth (JobsOhio’s regional affiliate). The Jefferson County Port Authority is also facilitating the purchase of property required for the expansion.

40 0D\ 3XUVXDQWWR2KLR5DLO'HYHORSPHQW&RPPLVVLRQ5HVROXWLRQ³6SHQGLQJDQG6LJQDWRU\ *XLGHOLQHV´WKHXQGHUVLJQHGKHUHE\DSSURYHVRIWKHSURMHFWGHVFULEHGLQWKH3URMHFW%ULHILQJ HQWLWOHG FeX PROCESSING EXPANSION AND RAIL SPUR INSTALLATION DQGGDWHG $SULODVGHVFULEHGLQWKDWEULHILQJ 0DWWKHZ'LHWULFK 0DUN3ROLFLQVNL ([HFXWLYH'LUHFWRU &KDLUPDQ

41 OHIO RAIL DEVELOPMENT !"#$%&#'()*%+,-.%/%0123*#4%565-7%#*8!'#" COMMISSION

!"#$%&!'()$*!+),%-*.)/%$),%"%$$%012)34%'%".

www.rail.ohio.gov

#9:;%8<=>?@A%BCDE:DF

ORDC Grant $49,796 ASRY Investment $49,796 $99,592

8<=>?@A%&?D?GAH

-Helps ensure continuance of uninterrupted service for ASRY customers -Allows high priority repairs to be performed faster

I#(0%)=9;H%9DE%IJ>?@A:K?H This project meets ORDC’s goal of E"cient Railways by repairing a bridge and culvert to ensure that shippers on the ASRY continue to receive timely, e"cient rail service.

Willard Bridge 84.1

W. Salem

Ashland

Culvert 262.9

Mans"eld

42 ASHLAND RAILWAY REPAIR OF BRIDGE 84.1 & CULVERT 262.9 Huron & Richland Counties, OH April 30, 2019

Ashland Railway (ASRY) seeks ORDC funding assistance to repair a bridge on its Willard Line and a culvert on its West Salem Line. Staff recommends approval of a grant in the amount of $49,796 (50% contribution). ASRY’s share of the cost is $49,796 (50% contribution) for a total project cost of $99,592. The project involves the repair of an abutment on bridge 84.1 on the Willard Line and floor of culvert 262.9 on the West Salem Line to ensure uninterrupted service to ASRY customers. ASRY operates over two primary sections of track: Mansfield-Willard (the Willard Line) and Mansfield-West Salem (the West Salem Line). Much of ASRY’s traffic interchanges in Willard; thus, this line is crucial to keeping ASRY’s traffic moving efficiently. Additionally, customers in Ashland and West Salem utilize the West Salem Line to make their Class I connections. ASRY recently determined that high-priority repairs were necessary to bridge 84.1 and culvert 262.9. ORDC’s participation allows these repairs to be performed faster than they otherwise would and prevents service interruptions to area customers. The project consists of the encasement and pressure grouting of a deteriorated abutment on bridge 84.1 and pouring of a reinforced concrete floor on culvert 262.9. ASRY will be responsible for continued maintenance of the structures.

43 May 15, 2019

Pursuant to Ohio Rail Development Commission Resolution 18-09 “Spending and Signatory Guidelines,” the undersigned hereby approves of the project described in the Project Briefing entitled ASHLAND RAILWAY REPAIR OF BRIDGE 84.1 AND CULVERT 262.9 and dated April 30, 2019, as described in that briefing.

Matthew Dietrich Executive Director

44 OHIO RAIL DEVELOPMENT !"#"$""%&%'()*+#!%#),-."/$-%,"!+)#%0,+1!"$ COMMISSION

!"#$%&!'()$*!+),%-*.)/%$),%"%$$%012)34%'%".

www.rail.ohio.gov

,234%56789:;%<=>?3>@

ORDC Grant $142,475 G&W Northeast Region Investment $142,475 $284,950

56789:;%09>9A;B

-Helps ensure continuance of uninterrupted service for Columbus & Ohio River Railroad, Ohio Central Railroad, and Ohio Southern Railroad customers -Allows more criticial bridge repairs to be completed faster

),1C%!724B%2>?%)D89:;3E9B This project meets ORDC’s goal of E"cient Railways by modernizing important infrastructure for shippers on G&W Northeast Region railroads.

45 GENESEE & WYOMING NORTHEAST REGION BRIDGE REPAIRS

April 29, 2019

Genesee and Wyoming Northeast Region (G&W) seeks ORDC funding assistance to perform various repairs to 13 bridges across its railroads in Ohio, including the Columbus and Ohio River Railroad, Ohio Central Railroad, and Ohio Southern Railroad. Staff recommends approval of a grant in the amount of $142,475 (50% contribution). G&W’s share of the cost is $142,475 (50% contribution) for a total project cost of $284,950. The Columbus and Ohio River Railroad, Ohio Central Railroad, and Ohio Southern Railroad form a large portion of the rail infrastructure (nearly 400 miles) in Eastern and Southeastern Ohio. These railroads handle a wide variety of commodities for various customers across the region, including hazardous materials. ORDC’s partnership in these bridge repairs allows more critical bridge repairs to be completed faster, ensuring reliable service. The project involves various repairs to 13 bridges on the Columbus and Ohio River Railroad, Ohio Central Railroad, and Ohio Southern Railroad. These repairs range from concrete repairs, bridge tie replacement, repair or replacement of timber bridge components (piles, caps, and stringers), and repair or replacement of steel bridge components (trusses and stringers). See below for additional detail. G&W will be responsible for continued maintenance of the bridges.

County RR Sub Bridge Crossing Scope Cost ($) Muskingum CUOH Cambridge 78.51 Muskingum Replace 44 open deck bridge ties, 78,600 River steel repairs to stringers and truss Licking CUOH Hebron-Heath 136.91 Creek Repair concrete breast wall 10,000 Guernsey CUOH Eastern Ohio 2.5 Creek Timber repairs (piles, caps) 15,000 Coshocton OHCR Main Line 101.1 Roadway Replace 20 open deck bridge ties 13,000 Stark OHCR Main Line 76.28 Creek Tuscarawas OHCR Main Line 88.98 Creek Tuscarawas OHCR Main Line 92.37 Roadway Replacement of deteriorated Tuscarawas OHCR Main Line 93.71 Creek timber bridge components 95,000 Coshocton OHCR Main Line 102.68 Creek including posts, piles, cap, and Coshocton OHCR Main Line 104.28 Creek stringers Coshocton OHCR Main Line 104.58 Creek Coshocton OHCR Main Line 105.83 Creek Muskingum OSRR Main Line 16.85 Muskingum Replace 73 open deck bridge ties 47,450 River Contingency (10%) 25,900 Total project cost 284,950

46 May 15, 2019

Pursuant to Ohio Rail Development Commission Resolution 18-09 “Spending and Signatory Guidelines,” the undersigned hereby approves of the project described in the Project Briefing entitled GENESEE & WYOMING NORTHEAST REGION BRIDGE REPAIRS and dated April 29, 2019, as described in that briefing.

Matthew Dietrich Mark Policinski Executive Director Chairman

RESOLUTION 19-04 RE: CENTRAL RAILROAD OF INDIANA GRANT FUNDING

A RESOLUTION DETERMINING THE APPROPRIATENESS OF ASSISTANCE PROPOSED TO BE PROVIDED TO THE CENTRAL RAILROAD OF INDIANA UNDER CHAPTER 4981 OF THE OHIO REVISED CODE.

WHEREAS, the ORDC has under consideration the provision of assistance under the Act to the Central Railroad of Indiana (the “Company”); and

WHEREAS, the ORDC has reviewed such submissions and discussed them with the Executive Director and staff of the ORDC the proposed assistance; and

WHEREAS, on the basis of such review and discussions, the ORDC has determined that the provision of assistance to the Company, as set forth in the ORDC staff’s submissions, is appropriate.

NOW, THEREFORE, BE IT RESOLVED by the ORDC of the State of Ohio:

Section 1. That the ORDC determines that the assistance proposed to be provided under the Act to assist the Company with the Rail Service Project (as defined below) is appropriate.

Section 2. That the ORDC approves the proposed assistance to the Company, the nature, amount and terms of which are summarized in Exhibit A attached hereto.

Moved By ______Seconded By ______

Resolution 19-04 Page 2

ORDC ACTION:

Motion Approved Other Action Motion Denied Date 5/15/19

CERTIFICATE

I, the undersigned Chairman of the ORDC, hereby certify that the foregoing is a true and correct record of the resolution of said ORDC.

5/15/19 Mark Policinski, Chairman Date

Resolution 19-04 Page 3

EXHIBIT A

A grant to the Company pursuant to Section 4981.032 of the Ohio Revised Code in the amount of up to Three Hundred Fifty Five Thousand Eight Hundred Fifty Five Dollars ($355,855) (the "ORDC Grant") for a project to rehabilitate the rail line between Cincinnati and the Indiana State Line, approximately mileposts 0 to 20, including the replacement of ties, addition of ballast, surfacing and crossing repairs (the “Rail Service Project”).

The ORDC Grant is subject to the following conditions:

1. The Company must meet all ORDC program requirements, including any applicable prevailing wage provisions, in expending the ORDC Grant.

2. The Company shall be responsible for any and all costs in excess of the ORDC Grant.