March 25, 2021 Meeting of the Board of Directors

Meeting of the Board of Directors Agenda

Agenda Virtual Meeting Thursday, March 25, 2021, at 8:00 a.m.

Page No.

I. Call to Order

II. Roll Call

III. Public Comment Period

IV. Report and Communications from the Chair: Sharon Speyer

A. Presentation from Derrick James with Amtrak

V. Report of the President and CEO: Thomas J. Winston

VI. Consent Agenda

A. Approval of Previous Meeting Minutes: January 28, 2021 5-10

B. Consider Final Expenditures through December 31, 2020 11-18

C. Consider Transfer of Funds for 2020 Operating Budget 19-20

D. Consider Expenditures through February 2021 21-31

E. Consider Rates for Dredged Disposal at Facility No. 3 32-34

a. Exhibit A 35

F. Consider Amendment to Resolution No. 17-20 to Update Certain 36-39 Definitions Related to the Residential PACE Program

G. Consider Fire Alarm Upgrade and Replacement of Boilers at One 40-41 Maritime Plaza

H. Financing Programs Dashboard 42

I. BetterBuildings Northwest Ohio Dashboard 43

J. Northwest Ohio Bond Fund Trustee Report 44

K. Eugene F. Kranz Toledo Express Airport Statistics 45

L. Amtrak Statistics 46

M. Diversified Contractors Accelerator Program Report 47

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VII. Recommendations and Reports from Standing Committees

A. Finance & Development Committee: John S. Szuch, chair

1. Consider Financing for Downtown Toledo Development Corporation 48-49

2. Consider H2Ohio Grant Agreement with Ohio Department of Natural 50-52 Resources for Duck Creek Stream and Wetland Restoration Project

a. Exhibit B 53

3. Consider H2Ohio Grant Agreement with Ohio Department of Natural 54-56 Resources for Clark Island Restoration Project Engineering and Design

a. Exhibit C 57

4. Consider Amendment Related to the Outstanding Variable Rate 58-62 Demand Economic Development Revenue Refunding Bonds, Series 2016 (St. Francis De Sales High School) for the Purposes of Financing and/or Refinancing Costs

5. Consider Issuance of Revenue Bonds to Finance the Costs of 63-77 Acquiring, Constructing, Installing, Equipping, and Improving Energy Efficiency and Advanced Energy Improvements in Support of Toledo Colony Apartments, LLC ($7 Million)

6. Consider Issuance of Revenue Bonds to Finance the Costs of 78-89 Acquiring, Constructing, Installing, Equiping, and Improving an Approximately 262-unit apartment complex with a 12,710 square foot clubhouse/retail area in Support of Toledo Colony Apartments, LLC ($35 Million)

B. Planning & Operations Committee: William J. Carroll, chair

1. Consider Ohio Environmental Protection Agency Diesel Mitigation 90-91 Grant and Purchase and Installation of Electric Vehicle Charging Equipment in Downtown Garages

Government, Community & Human Relations Committee: James M. C. Tuschman, chair

1. Consider Community Economic Development Initiative Grant to 92-93 Friends of Lucas County Children Services

a. Exhibit D 94-96

2. Consider Community Economic Development Initiative Grant to The 97-98 First Tee of Lake Erie

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a. Exhibit E 99

VIII. Other Business

IX. Adjournment

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Meeting Minutes of the Board of Directors Thursday, January 28, 2021

ROLL CALL

The first meeting in 2021 of the Toledo-Lucas County Port Authority Board of Directors was called to order virtually via Zoom at 8:00 a.m. on Thursday, January 28, 2021. Attendance was taken by roll call: Chair Speyer- present; Vice Chair Fleetwood- present (8:05 a.m.); Carroll-present; Cowell-present (8:04 a.m.); Cutcher-present (8:06 a.m.); Hall-present; Mann-present; Szuch-present; Tuschman-present; Velasquez- present; Whitney-present.

All members attended the meeting via video conference or teleconference.

The following members were absent: Rich Rankin and Nadeem S. Salem.

PUBLIC COMMENT PERIOD

Chair Speyer requested comments from the public. Hearing none, she proceeded with the order of business. REPORT AND COMMUNICATIONS FROM THE CHAIR: SHARON SPEYER In reviewing 2020 and looking forward to 2021, Chair Speyer stated that the Port Authority team, led by Mr. Winston, continues to do an exceptional job, noting that Port Authority activities continue to be robust. She also reminded the Board of Directors that the Eugene F. Kranz Toledo Express Airport (the” Airport”) study is ongoing and, once complete, will assist in future endeavors for TEA. REPORT OF THE PRESIDENT AND CEO: THOMAS WINSTON Mr. Winston reflected on the past year and the actions taken to continue to support the mission and activities of the Port Authority despite the pandemic. He stated that challenges from COVID-19 will continue but the Port Authority will take the appropriate measures to meet its goals and objectives. Mr. Winston also recognized the staff, announcing the retirement of Jeff Poling who has worked in the Airport maintenance division for 26 ½ years. He recognized the administrative staff for receiving the highest rank possible by the Ohio Auditor of State for the Port Authority’s continued commitment to transparency. Further, Mr. Winston recognized the passing of J. Patrick Nicholson, former Board member and chairman. Mr. Winston reported that the solar initiative at Overland Industrial Park is progressing and panels are now being installed, and that the Cleveland Cliffs project continues to move forward, noting that the fourth quarter of 2020 was very successful as the production of hot briquette iron (HBI) began in December and the company hopes to begin shipping the end of the first quarter 2021.

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Further, Mr. Winston presented an overview of the 2021 priorities, consistent with the strategic areas of focus: 1) financial growth and sustainability; 2) implement and sustain a robust capital improvement plan; 3) real estate development/building and facility management; 4) enhancement and expansion of financial programs; and 5) creating and fostering community and economic development initiatives/partnerships. Mr. Winston entertained questions from the Board. Director Tuschman asked for an update on the BetterBuildings Northwest Ohio project; Mr. Winston stated that there currently are several projects in the pipeline and Energy Bond #8 is anticipated to be brought to the Board for approval in the coming months. CONSENT AGENDA Chair Speyer presented the following Consent Agenda, copies having been distributed in advance to all directors, and asked if there were any comments or questions. Hearing none, upon motion made by Director Carroll to adopt the Consent Agenda and seconded by Director Fleetwood, a roll call vote was taken with the following responses: Speyer-yes; Fleetwood-yes; Carroll-yes; Cowell-yes; Cutcher-yes; Hall-yes; Mann-yes; Szuch-yes; Tuschman-yes; Velasquez-yes; Whitney-yes; thus, the Consent Agenda was unanimously adopted as submitted.

A. Approval of Previous Meeting Minutes: December 17, 2020 Motion

B. Consider Expenditures through December 31, 2020 Motion

C. Consider Lease with Ann Arbor Railroad, Inc. for Land at Eugene Res. No. F. Kranz Toledo Express Airport 1-21

D. Financing Programs Dashboard

E. Better Building Northwest Ohio Dashboard

F. Northwest Ohio Bond Fund Trustee Report

G. Eugene F. Kranz Toledo Express Airport Statistics

H. Seaport Statistics

I. Amtrak Statistics

RECOMMENDATIONS AND REPORTS FROM STANDING COMMITTEES FINANCE & DEVELOPMENT COMMITTEE CONSIDER ISSUANCE OF REVENUE BONDS TO FINANCE COSTS OF ACQUIRING, CONSTRUCTING, IMPROVING, EQUIPPING, AND FURNISHING OF PUBLIC INFRASTRUCTURE IN SUPPORT OF QUARRY TRAILS PHASE 1 DEVELOPMENT IN COLUMBUS, OHIO ($6,000,000)

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Director Szuch reported that the Port Authority has been requested to issue up to $6 million in tax-exempt development revenue bonds through the Northwest Ohio Bond Fund for the benefit of the Marble Cliff Quarry New Community Authority. The Project will benefit private development to be undertaken by Marble Cliff Canyon, LLC, a subsidiary of Thrive Companies, consisting of a planned community comprised of a total of 43,000 sq. ft. of class A office, 943 apartment units, 283 for-sale single family homes, 217 for- sale townhomes and flats, and community amenities located within the city of Columbus, Ohio. The Developer estimates the total investment for the development to be in excess of $597 million.

The Finance & Development Committee recommended adoption of a resolution authorizing the issuance of up to $6 million in tax-exempt development revenue bonds through the Northwest Ohio Bond Fund for the benefit of the Marble Cliff Quarry New Community Authority as detailed above. After discussion, upon motion by Director Tuschman and seconded by Director Fleetwood, a roll call vote was taken with the following responses: Speyer-abstained; Fleetwood-yes; Carroll-yes; Cowell-yes; Cutcher-yes; Hall-yes; Mann-yes; Szuch-yes; Tuschman-yes; Velasquez-yes; Whitney-yes; thus,

RESOLUTION NO. 2-21 CONSIDER ISSUANCE OF REVENUE BONDS TO FINANCE COSTS OF ACQUIRING, CONSTRUCTING, IMPROVING, EQUIPPING, AND FURNISHING OF PUBLIC INFRASTRUCTURE IN SUPPORT OF QUARRY TRAILS PHASE 1 DEVELOPMENT IN COLUMBUS, OHIO ($6,000,000)

was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

PLANNING & OPERATIONS COMMITTEE CONSIDER CONTRACT FOR DESIGN OF DOCK IMPROVEMENTS LOCATED AT FACILITY NO. 1 (DGL CONSULTING ENGINEERS, LLC) Director Carroll, chair of the Planning & Operations Committee, reported that, in February 2020, the Board authorized the President to accept grant funding from the U.S. Department of Transportation Port Infrastructure Development Program for work associated with repairing and replacing the dock wall and constructing a liquid bulk transload facility at Facility No. 1. He reported that a request for qualifications was released for full-service consulting engineer firms to provide design services for this project.

DGL Consulting Engineers, LLC was the unanimous choice, ranking highest in pre- and post-interview scoring. In addition, DGL had the most detailed and lowest cost proposal to perform work on a task order basis for a total price not to exceed $276,080. DGL, including its sub-consultant of JDRM Engineering, Inc., has previously worked with

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the Port Authority on the Ironville multi-modal facility and Facility No. 1 Master Planning. DGL would achieve the 15% minority participation goal.

The Planning & Operations Committee recommended adoption of a resolution authorizing a contract for the design of dock improvements located at Facility No. 1 with DGL Consulting Engineers, LLC at a cost not to exceed $276,080 and appropriating $303,688, which includes up to a ten percent (10%) contingency, from the Port Authority’s Float Account and directing the President to immediately seek reimbursement from the proceeds of the U.S. Department of Transportation, Port Infrastructure Development Program Grant (No. 693JF71910011) and, as applicable, the Ohio Department of Transportation Maritime Assistance Program Grant (Port Infrastructure Development No. 113566). After discussion, upon motion of Director Fleetwood and seconded by Director Hall, a roll call vote was taken with the following responses: Speyer-yes; Fleetwood-yes; Carroll-yes; Cowell-yes; Cutcher-yes; Hall-yes; Mann-yes; Szuch-yes; Tuschman-yes; Velasquez-yes; Whitney-yes; thus,

RESOLUTION NO. 3-21

AUTHORIZING CONTRACT FOR DESIGN OF DOCK IMPROVEMENTS LOCATED AT FACILITY NO. 1 (DGL CONSULTING ENGINEERS, LLC)

was unanimously adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

CONSIDER 2021 AIRPORT LEASING POLICY & RATES AND CHARGES Director Carroll recalled the Leasing Policy & Rates and Charges should be reviewed annually and updated by the Board to reflect changes in market conditions, changes in legal, regulatory, and environmental requirements, and updated business and real estate practices and that the Leasing Policy & Rates and Charges were last approved by the Board in February 2020. He reported that two changes have been proposed for 2021: (1) that the landing fee for Signatory Cargo Operators be reduced from $1.28/1,000 lbs. to $1.22/1,000 lbs. and (2) that the apron fee for Scheduled/Signatory Cargo Operators be amended from $0.65/1000 lbs. to a flat rate of $190.00 per aircraft per 24-hour period.

The Planning & Operations Committee recommended adoption of a resolution authorizing the 2021 Leasing Policy & Rates and Charges as proposed.

After discussion, upon motion of Director Cutcher and seconded by Director Whitney, a roll call vote was taken with the following responses: Speyer-yes; Fleetwood- yes; Carroll-yes; Cowell-yes; Cutcher-yes; Hall-yes; Mann-yes; Szuch-yes; Tuschman- yes; Velasquez-yes; Whitney-yes; thus,

RESOLUTION NO. 4-21

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AUTHORIZING 2020 AIRPORT LEASING POLICY & RATES AND CHARGES

was unanimously adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

GOVERNMENT, COMMUNITY & HUMAN RELATIONS COMMITTEE CONSIDER COMMUNITY ECONOMIC DEVELOPMENT INITIATIVE LOAN FOR NORTHWEST OHIO ADVANCED ENERGY IMPROVEMENT DISTRICT RESIDENTIAL PROPERTY ASSESSED CLEAN ENERGY (PACE) FINANCING PROGRAM

Director Tuschman, chair of the Government, Community & Human Relations Committee, recalled that the Board previously appropriated $350,000 of proceeds from the property tax levy for the purpose of providing funds to economic development projects undertaken by eligible, neighborhood-based organizations in Lucas County. He reported that a request was submitted by the Northwest Ohio Advanced Energy Improvement District for a $150,000 loan to support a Residential Property Assessed Clean Energy financing program operated in partnership with the Lucas County Land Bank’s Home Heritage Program, the loan payments for which would be deferred for one year to allow the process to become fully operational. The terms would include a 15-year amortization with a three percent interest rate.

The Government, Community & Human Relations Committee recommended adoption of a resolution authorizing a $150,000 loan to support a Residential Property Assessed Clean Energy financing program operated in partnership with the Lucas County Land Bank’s Home Heritage Program, as proposed.

After discussion, upon motion of Director Carroll and seconded by Director Cutcher, a roll call vote was taken with the following responses: Speyer-yes; Fleetwood- yes; Carroll-yes; Cowell-yes; Cutcher-yes; Hall-yes; Mann-abstained; Szuch-yes; Tuschman-yes; Velasquez-yes; Whitney-yes; thus,

RESOLUTION NO. 5-21

CONSIDER COMMUNITY ECONOMIC DEVELOPMENT INITIATIVE LOAN FOR NORTHWEST OHIO ADVANCED ENERGY IMPROVEMENT DISTRICT RESIDENTIAL PROPERTY ASSESSED CLEAN ENERGY (PACE) FINANCING PROGRAM

was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

OTHER BUSINESS

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Chair Speyer noted that a member of the public had submitted several chat messages throughout the meeting; however, as they were submitted outside of the public comment period, such comments would not be reviewed by the Board.

ADJOURNMENT

There being no further business, the meeting was adjourned at 8:56 a.m.

10 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (B)

Consider Final Expenditures through December 31, 2020

The final Operating Statements for 2020 show total revenues of $14,952,400,

which were 5.0% under budget, and total expenses of $9,872,387, which were 26.2%

under budget, which resulted in a 2020 year-end Fund Balance of $5,080,000.

Airport Division revenues of $4,342,200 were 15.7% under budget with Airport

Terminal revenues being the primary reason. Airport expenses of $4,083,800 were 24.9%

under budget with most expense categories falling under budget. Seaport Division

revenues of $2,097,500 were 1.3% under budget with other income being the main

reason. Expenses of $555,200 were 25.8% under budget with most expenses falling

under budget. Facilities and Development Division revenues of $8,512,600 were 1.0%

ahead of budget, due mainly to fee and other income categories. Expenses of $5,233,400

were 27.2% under budget, again with most expense categories falling under budget.

Property Tax revenues of $2,378,831 were used for the following: facilities and ground

improvements, including repairs at Port facilities, and grants to various neighborhood and

community projects.

The Finance & Development Committee recommends approval of the final

expenditures through December 2020.

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Total Operating Budget December 2020

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Airport Operating Budget December 2020

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Seaport Operating Budget December 2020

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Facilities & Development Operating Budget December 2020

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Administration Operating Budget December 2020

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Unappropriated Reserve Funds December 2020

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Consider Transfer of Funds for 2020 Operating Budget

The Port Authority’s Operating Budget ended 2020 with a positive fund balance;

however, some Operating Expense account groups exceeded the amounts appropriated.

The Port Authority, as a unit of government, is required to make appropriations

covering all disbursements by account group without respect to Operating Revenues.

This is accomplished annually by action of the Board of Directors approving budget

transfers from an Operating Expense budget account group that is under-budget to an

Operating Expense budget account group that is over-budget.

• Airport Fund - $2,677 from the unexpended balance in the Airport Fund to be

transferred to over-budget Airport Fund accounts as necessary for the

purposes of such accounts.

• Seaport Fund - $1,980 from the unexpended balance in the Seaport Fund to

be transferred to over-budget Seaport Fund accounts as necessary for the

purposes of such accounts.

• Facilities & Development Fund - $2,645 from the unexpended balance in the

Facilities & Development Fund to be transferred to over-budget Facilities &

Development Fund accounts as necessary for the purposes of such accounts.

The Finance & Development Committee recommends adoption of the following

resolution authorizing the transfers.

19 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (C)

RESOLUTION NO. _____

AUTHORIZING TRANSFER OF FUNDS FOR 2020 OPERATING BUDGET

WHEREAS, pursuant to Resolution No. 74-19, the Board of Directors of the Toledo-Lucas County Port Authority made its annual appropriations for current expenses from its four (4) operating funds for the calendar year 2020; and

WHEREAS, part of the funds appropriated to several Airport, Seaport and Facilities & Development accounts are not required for the purposes of such accounts and are available to be transferred to other accounts which exceeded the amounts budgeted and appropriated;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That there be and hereby is appropriated the sum of $2,677 from the unexpended balance in the Airport Fund which shall be transferred to over-budget Airport Fund accounts as necessary for the purposes of such accounts.

That there be and hereby is appropriated the sum of $1,980 from the unexpended balance in the Seaport Fund which shall be transferred to over-budget Seaport Fund accounts as necessary for the purposes of such accounts.

That there be and hereby is appropriated the sum of $2,645 from the unexpended balance in the Facilities & Development Fund which shall be transferred to over-budget Facilities & Development Fund accounts as necessary for the purposes of such accounts.

BE IT FURTHER RESOLVED that the Fiscal Officer is authorized and directed to make such entries on the books of the Toledo-Lucas County Port Authority as are necessary to carry this Resolution into effect.

That the Fiscal Officer is hereby authorized to draw warrants against said appropriations upon receipt of voucher or vouchers therefore.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

20 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (D)

Consider Expenditures through February 2021

The Operating Statements through February 2021 show $1,113,600 excess

operating revenue over operating expense. This is ahead of budget by $358,000 with

expenses falling under budget and revenue coming in ahead of budget.

Airport Division revenues of $553,800 were $37,600 under budget with most

revenue categories falling below the budget. Airport expenses of $634,700 were over

budget by $27,200 primarily due to repair and maintenance. Seaport Division revenues

of $256,400 were under budget by $27,500 with lease and interest revenue being the

main reasons. Seaport expenses of $65,400 were under budget by $27,800, with all

expense categories falling under budget. Facilities and Development Division revenues

of $1,801,100 were $335,800 over budget with lease revenue and fee income coming in

ahead of budget. Facilities and Development expenses of $775,700 were under budget

by $88,500 with most expense categories falling under budget. The 2021 Operating

Budget estimates a fund balance of $2,186,692 by the end of the year.

The Finance & Develppment Committee recommends approval of the

Expenditures through February 2021.

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Total Operating Budget February 2021

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Airport Operating Budget February 2021

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Seaport Operating Budget February 2021

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Facilities & Development Operating Budget February 2021

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Administration Operating Budget February 2021

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Unappropriated Reserve Funds February 2021

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Passenger Facility Charge (PFC) Activity through February 2021

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Consider Rates for Dredged Disposal at Facility No. 3

In December 2017, this Board of Directors approved a fee schedule for disposal

of dredged material at Facility No. 3 for the years 2018-2022. The fee schedule set

disposal rates for each year for the various entities with dredging responsibilities. At the

time the schedule was implemented, all material was to be placed within designated areas

of Facility No. 3 known as the “banana” and the “wart.”

There have been several projects completed or are being considered that will

utilize much of the remaining capacity in the banana and wart areas. Ways to increase

capacity in the banana and wart areas and in adjacent areas of the Facility are being

evaluated. Meanwhile, through the Ohio Environmental Protections Agency – Ohio

Department of Natural Resources Healthy Lake Erie Grant program, another large area

of the Facility known as the “boot” has been prepared for dredged material from the

federal shipping channel. In 2020, all material dredged from the federal shipping channel

was placed into the boot area.

Due to the magnitude of one upcoming non-federal dredging project, discussions

have been held with the Ohio OPA and the ODNR regarding the possibility of placing

non-federal dredged material into the boot area. The state agencies are open to the

possibility of allowing this arrangement, but agree that a premium of $2 per cubic yard, in

addition to the regular disposal rate, should be charged to recover the cost of constructing

capacity in the boot and should be used by the Port Authority to dedicate toward future

capacity improvements within the facility to accommodate more material from the federal

shipping channel.

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The Finance & Development Committee recommends authorizing the modification

of the dredge disposal fee schedule to allow the Port Authority, when appropriate, to

charge premiums in addition to the regular disposal fees for the placement of material

into the boot shaped area consisting of Management Unit #1 and Management Unit #2

as depicted below.

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RESOLUTION NO. _____

AUTHORIZING RATES FOR DREDGED DISPOSAL AT FACILITY NO. 3

WHEREAS, pursunt to Resolution No. 80-17, this Board of Directors approved a fee schedule for disposal of dredged material at Facility No. 3 (the “Facility”) for the years 2018-2022, setting disposal rates for each year for the various entities with dredging responsibilities; and

WHEREAS, at the time the schedule was implemented, all material was to be placed within certain designated areas of the Facility; and

WHEREAS, several projects have been completed or are being considered that would utilize much of the remaining capacity in those designated areas; and

WHEREAS, through the Ohio Environmental Protections Agency (“OEPA”) – Ohio Department of Natural Resources (“ODNR”) Healthy Lake Erie Grant program, another large area of the Facility has been prepared for dredged material from the federal shipping channel; and

WHEREAS, due to the magnitude of an upcoming non-federal dredging project, it is recommended that a premium of Two Dollars ($2.00) per cubic yard, in addition to the regular disposal rate, be charged to recover the cost of constructing capacity at the Facility to be used by the Port Authority to dedicate toward future capacity improvements within the Facility to accommodate more material from the federal shipping channel;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

Tha the dredge disposal fee schedule be and hereby is amended to permit additional premiums to be charged, when appropriate, in addition to the regular disposal fees, for the placement of material into certain areas of Faciliy No. 3, known as Management Units #1 and #2.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Business Development.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

34 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (E)a

Exhibit A

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Consider Amendment to Resolution No. 17-20 to Update Certain Definitions Related to the Residential PACE Program

The Port Authority (the “Port Authority”) adopted Resolution 17-20 on March 26,

2020 (the “Original R-PACE Bond Resolution”), under which the Port Authority is

authorized to issue up to $500 million in taxable revenue bonds in cooperation with

various Ohio municipal corporations and townships (the “Political Subdivisions”) for the

purpose of financing “port authority facilities” that enhance the availability of adequate

housing in the state of Ohio and improve the economic and general well-being of the

people of the State. The projects to be financed will consist of “port authority facilities”

and “special energy improvement projects” to be acquired, constructed, improved,

equipped, and furnished at residential properties within the Political Subdivisions (the “R-

PACE Program Projects”). The financing of the R-PACE Program Projects is being

undertaken as part of the residential property assessed clean energy, or R-PACE

Program.

At the time the Original R-PACE Bond Resolution was adopted, it was

contemplated that the R-PACE Program would be administered through the cooperation

of the Port Authority and Renovate America, Inc. (“Renovate America”). Since the date of

the Original R-PACE Bond Resolution, Renovate America has discontinued its residential

PACE origination business. In cooperation with the Port Authority, Renovate America has

assigned its role as the initial administrator of the R-PACE Program to Ygrene Energy

Fund Ohio, LLC (“Ygrene”).

The Original R-PACE Bond Resolution contemplated that revenue bonds to

finance the costs of the R-PACE Program Projects (“R-PACE Program Bonds”) would

36 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (F)

be issued under a Master Indenture (the “Master Indenture”) to be entered into between

the Port Authority and The Bank of New York Mellon Trust Company, N.A., as the initial

trustee, and supplemental indentures (each a “Supplemental Indenture,” and together the

“Supplemental Indentures”) between the Port Authority and the initial trustee as provided

for in the Master Indenture.

Rather than the Bank of New York Mellon Trust Company N.A. serving as trustee,

Ygrene has requested that Zions Bank, a division of ZB, N.A. (“Zions”), serve as initial

trustee under the Master Indenture. The requested change has been discussed with

Ygrene and The Bank of New York Mellon Trust Company, N.A., and it is believed to be

in the best interest of the R-PACE Program to allow Zions to serve as the initial trustee

under the Master Indenture.

In addition, Ygrene has proposed that, rather than using a document called a

“Master Indenture” to secure the R-PACE Program Bonds, the Port Authority and the

initial trustee enter into a document called a “Trust Indenture.”

In order to allow for Zions to serve as the initial trustee under the Trust Indenture,

the Original R-PACE Bond Resolution must be amended to change the definition of

“Trustee.” Similarly, to make the definition of the “Master Indenture” consistent with the

currently proposed and contemplated documents, the Original R-PACE Bond Resolution

must be amended to change the definition of “Master Indenture.”

The Finance & Development Committee recommends adoption of the following

resolution amending Resolution No. 17-20 as outlined above.

37 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (F)

RESOLUTION NO. _____

AUTHORIZING AMENDMENT TO RESOLUTION NO. 17-20 TO UPDATE CERTAIN DEFINITIONS RELATED TO RESIDENTIAL PACE PROGRAM

WHEREAS, the Toledo-Lucas County Port Authority (the “Authority”), a body corporate and politic duly organized and validly existing under the laws of the State of Ohio (the “State”), is authorized and empowered by the laws of the State including, without limitation, Sections 13 and 16 of Article VIII, Ohio Constitution and Ohio Revised Code Chapter 4582, Ohio Revised Code Section 122.012, and Ohio Revised Code Section 9.482 (collectively, the “Act”): (i) to issue is revenue bonds for the purpose of financing the costs of acquiring, constructing, developing, equipping, improving, and installing “port authority facilities,” including real or personal property or real or personal property related to, useful for, and in furtherance of “authorized purposes” of the Authority, as defined in Ohio Revised Code Section 4582.01, (ii) to enter into agreements with respect to the financing, acquiring, constructing, developing, equipping, improving, and installing of such facilities and to provide for a pledge of certain revenues sufficient to pay the principal of and interest and any premium on those revenue bonds; (iii) to secure those revenue bonds by a trust indenture and one or more supplemental trust indentures, and (iv) to enact this Resolution and to enter into various documents, agreements, and instruments as provided in this Resolution; and

WHEREAS, pursuant to the authority described above, this Board of Directors (this “Board”) previously adopted Resolution No. 17-20 on March 26, 2020 (the “Original Resolution”); and

WHEREAS, all capitalized terms used in this Resolution where the rules of grammar would not otherwise require initial capitalization and not otherwise defined in this Resolution have the meanings given to them in the Original Resolution; and

WHEREAS, since the date of the Original Resolution, the Board has been informed by the officers of the Authority and by Ygrene Energy Fund Ohio, LLC (as successor to Renovate America as provided and permitted in the Original Resolution) (“Ygrene”) that the Trustee named in the Original Resolution should be changed in order to allow Zions Bank, a division of ZB, National Association, or another corporate trustee designated by the Executive, the Fiscal Officer, or both in a Series Order to serve as Trustee under the Indenture; and

WHEREAS, upon the request of Ygrene and the advice of the officers of the Authority, this Board has determined to enact this Resolution to amend the Original Resolution in order to allow Zions Bank, a division of ZB, National Association, or another corporate trustee designated by the Executive, the Fiscal Officer, or both in a Series Order to serve as Trustee under the Indenture.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

Section 1. Definitions. That the following definitions in the Original Resolution are hereby amended by deleting the definitions in the Original Resolution and replacing them in whole with the following:

38 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (F)

“Master Indenture” means the Trust Indenture or similarly named agreement as may be determined in a Series Order between the Authority and the Trustee and any additional, fewer, or other parties as may be determined in a Series Order.

“Trustee” means Zions Bank, a division of ZB, National Association, or any other party designated by the Executive, the Fiscal Officer, or both in a Series Order to serve as Trustee under the Indenture, together with such party’s permitted successors and assigns.

The captions and headings in this Resolution are solely for convenience of reference and do not define, limit or describe the scope or intent of any provisions or Sections of this Resolution.

Section 2. No Other Amendment. Except as expressly provided in this Resolution, no other provision of the Original Resolution is amended, and the Original Resolution, as amended by this Resolution, shall remain in full force and effect.

Section 3. Severability. Each section of this Resolution and of the Bond Legislation, and each subdivision or paragraph of any section of this Resolution and of the Bond Legislation, and each sentence of a paragraph of this Resolution and of the Bond Legislation is hereby declared to be independent and the finding or holding of any section or any subdivision, paragraph or sentence of this Resolution and of the Bond Resolution to be invalid or void shall not be deemed or held to affect the validity of any other section, subdivision, paragraph or sentence of this Resolution or of the Bond Legislation.

Section 4. Compliance with Open Meeting Law. It is found and determined that all formal actions of this Legislative Authority concerning and relating to the adoption of this Resolution were taken in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of any of its committees or subcommittees, or any other public bodies of the Authority, that resulted in such formal actions, were in meetings open to the public, in compliance with the law.

Section 5. Effective Date. This Resolution shall be in full force and effect upon its adoption.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

39 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (G)

Consider Fire Alarm Upgrade and Replacement of Boilers at One Maritime Plaza

As projected in the Port Authority’s Capital Improvement Plan, the fire alarm

system and hot water heating boilers located at One Maritime Plaza have exceeded their

useful life and are in need of replacement. The total cost of these upgrades and repairs

are estimated to be $450,000 and would be paid from Port Authority Reserves. The Port

Authority’s standard quote and bidding processes would be used for both of these

projects for the selection of project contractors.

The Planning & Operations Committee recommends adoption of the following

resolution appropriating $450,000 from Port Authority Reserves for the purpose of making

improvements to the fire alarm and boiler systems at One Maritime Plaza as described

above.

40 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (G)

RESOLUTION NO. _____

AUTHORIZING FIRE ALARM UPGRADE AND REPLACEMENT OF BOILERS AT ONE MARITIME PLAZA

WHEREAS, as projected in the Port Authority’s Capital Improvement Plan, the fire alarm system and hot water heating boilers located at One Maritime Plaza have exceeded their useful life and are in need of replacement;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute an agreement(s) with such contractors as have been selected following the Port Authority’s standard quote and bidding processes for the upgrades to the fire alarm system and the replacement of the hot water heating boilers located at One Maritime Plaza (the “Projects”), which agreement shall include such terms and conditions as the President deems necessary or appropriate.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments and change orders, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Director of Facilities & Development Services.

That there be and hereby is appropriated from the Port Authority Reserve Fund the sum of Four Hundred Fifty Thousand Dollars ($450,000) to pay the costs of Projects.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

41 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (H)

Financing Programs Dashboard

42 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (I)

BetterBuildings Northwest Ohio Dashboard

43 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (J)

Northwest Ohio Bond Fund Trustee Report

44 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (K)

Eugene F. Kranz Toledo Express Airport Statistics

45 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (L)

Amtrak Statistics

46 March 25, 2021 Meeting of the Board of Directors Agenda Item VI (M)

Diversifed Contractors Accelerator Program Report

47 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 1

Consider Financing for Downtown Toledo Development Corporation

Downtown Toledo Development Corporation (“DTDC”), doing business as

ConnecToledo, is leading the effort to revitalize downtown Toledo and adjacent

neighborhoods. DTDC is working with the Port Authority and other community partners

on a downtown redevelopment effort and has requested that the Port Authority provide

financing assistance that would allow DTDC to purchase a property it identifies as

strategic to such redevelopment.

The Port Authority would participate in DTDC’s long-term strategic efforts by

providing financing assistance to DTDC under the following general terms:

• Financing up to $1.1 million in principal;

• Term: Up to seven years; and

• Securing a first mortgage lien on the purchased property.

The Port Authority would provide the funds by issuing revenue development bonds

through the Northwest Ohio Bond Fund, by issuing conduit bonds, or by directly loaning

funds from Port Authority Reserves, depending on the timing of DTDC’s funding

requirements.

The Finance & Development Committee recommends adoption of the following

resolution authorizing up to $1.1 million in financing to the Downtown Toledo

Development Corporation, doing business as ConnecToledo, as described above.

48 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 1

RESOLUTION NO. _____

AUTHORIZING FINANCING FOR DOWNTOWN TOLEDO DEVELOPMENT CORPORATION

WHEREAS, Downtown Toledo Development Corporation (“DTDC”), doing business as ConnecToledo, is leading the effort to revitalize downtown Toledo and adjacent neighborhoods; and

WHEREAS, DTDC is working with community partners on a downtown redevelopment effort and has requested that the Port Authority provide financing assistance that would allow DTDC to purchase a property it identifies as strategic to such redevelopment (the “Project”);

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute such agreements for financing assistance that would allow Downtown Toledo Development Corporation, doing business as ConnecToledo, to purchase a property it identifies as strategic to the revitalization of downtown Toledo and adjacent neighborhoods, including the issuance of revenue development bonds through the Northwest Ohio Bond Fund, by issuing conduit bonds, or by a direct loan from the Port Authority, in an amount of up to One Million One Hundred Thousand Dollars ($1,100,000), which agreements shall include such terms and conditions as the President deems necessary or appropriate.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel.

That there be and hereby is appropriated from the Port Authority Reserve Fund, as applicable, the sum of One Million One Hundred Thousand Dollars ($1,100,000), to be paid to DTDC for the Project.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

49 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 2

Consider H2Ohio Grant Agreement with Ohio Department of Natural Resources for Duck Creek Stream and Wetland Restoration Project

H2Ohio is the water quality initiative Governor DeWine introduced to invest in clean

and safe water in Lake Erie and throughout Ohio. In response to this initiative, the Ohio

Department of Natural Resources has identified multiple water quality and nutrient

reduction wetland projects within the Maumee and Sandusky River watersheds. One of

the projects that has been selected for funding in the most recent round of H2Ohio funding

is the Duck Creek Stream and Wetland Restoration Project.

The project is located on the Ironville terminal property and would involve

designing and constructing an integrated series of ecosystem restoration projects that

would remove phosphorous from the creek system within the floodplain. The project has

the full support of Midwest Terminals of Toledo International as the tenant and Cleveland

Cliffs as the subtenant of the property.

Under the agreement, ODNR would provide the Port Authority with $1.8 million to

be used toward the total cost of the project. ODNR would provide up to 6% of the project

costs to the Port Authority for project management. The Port Authority would develop a

request for qualifications with ODNR, Cleveland Cliffs, and possibly other key

stakeholders to select and engage a consultant for engineering and design work and

subsequent construction work as referenced in the project scope.

The Finance & Development Committee recommends adoption of the following

resolution authorizing the President to enter into all agreements necessary to accept the

grant funds and to execute any agreements with the City of Toledo, U.S. Army Corps of

50 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 2

Engineers, or State of Ohio that may be required for the Port Authority to administer the

Project. The Committee further recommends authorizing the President to enter into

agreements with engineering and design consultants and contractors to facilitate the

project in accordance with the requirements of the grant and the Port Authority’s standard

contractor selection process.

51 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 2

RESOLUTION NO. _____

AUTHORIZING H2OHIO GRANT AGREEMENT WITH OHIO DEPARTMENT OF NATURAL RESOURCES FOR DUCK CREEK STREAM AND WETLAND RESTORATION PROJECT

WHEREAS, H2Ohio is the water quality initiative Governor DeWine introduced to invest in clean and safe water in Lake Erie and throughout Ohio; and

WHEREAS, the Ohio Department of Natural Resources (“ODNR”) has identified multiple water quality and nutrient reduction wetland projects within the Maumee and Sandusky River watersheds; and

WHEREAS, the Duck Creek Stream and Wetland Restoration Project, located on the Ironville terminal property and involving the design and construction of an integrated series of ecosystem restoration projects that would remove phosphorous from the creek system within the floodplain (the “Project”), has been selected for funding in the most recent round of H2Ohio funding;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute an agreement with the Ohio Department of Natural Resources for a grant in the amount of $1.8 Million Dollars ($1,800,000) (the “Grant”) for the Duck Creek Stream and Wetland Restoration Project, which agreement shall include such terms and conditions as the President deems necessary or appropriate.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including agreements with the City of Toledo, the U.S. Army Corps of Engineers, or the State of Ohio, for the Port Authority’s administration of the Project, and including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Business Development.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute agreements with engineering and design consultants and contractors to facilitate the Project in accordance with the requirements of the Grant and the Port Authority’s standard contractor selection process, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Business Development.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

52 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 2a

Exhibit B

53 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 3

Consider H2Ohio Grant Agreement with Ohio Department of Natural Resources for Clark Island Restoration Project Engineering and Design

H2Ohio is the water quality initiative Governor DeWine introduced to invest in clean

and safe water in Lake Erie and throughout Ohio. In response to this initiative, the Ohio

Department of Natural Resources has identified multiple water quality and nutrient

reduction wetland projects within the Maumee and Sandusky River watersheds. One of

the projects that has been selected for funding in the most recent round of H2Ohio funding

is engineering and design work for the Clark Island Restoration Project.

The project is located on the Maumee River adjacent to the City of Toledo’s

Walbridge Park Boat Launch and Toledo Sailing Club. The project would involve

designing and engineering habitat creation and restoration features at and near Clark

Island with the goals of nutrient reduction and improved and protected fish, benthic, and

wildlife habitat. The project has the full support of the City of Toledo as the owner of the

property.

Under the agreement, ODNR would provide the Port Authority with $620,000 to be

used toward the total cost of the project. ODNR would provide up to 6% of the project

costs to the Port Authority for project management. The Port Authority would develop a

request for qualifications with ODNR, the City of Toledo, and possibly other key

stakeholders to select and engage a consultant for engineering and design work as

referenced in the project scope.

The Finance & Development Committee recommends adopting the following

resolution authorizing the President to enter into all agreements necessary to accept the

54 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 3

grant funds and to execute any agreements with the City of Toledo, U.S. Army Corps of

Engineers, or State of Ohio that may be required for the Port Authority to administer the

project. The Committee further recommends authorizing the President to enter into

agreements with engineering and design consultants and contractors to facilitate the

project in accordance with the requirements of the grant and the Port Authority’s standard

contractor selection process.

55 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 3

RESOLUTION NO. _____

AUTHORIZING H2OHIO GRANT AGREEMENT WITH OHIO DEPARTMENT OF NATURAL RESOURCES FOR CLARK ISLAND RESTORATION PROJECT ENGINEERING AND DESIGN

WHEREAS, H2Ohio is the water quality initiative Governor DeWine introduced to invest in clean and safe water in Lake Erie and throughout Ohio; and

WHEREAS, the Ohio Department of Natural Resources (“ODNR”) has identified multiple water quality and nutrient reduction wetland projects within the Maumee and Sandusky River watersheds; and

WHEREAS, the Clark Island Restoration Project, located on the Maumee River adjacent to the City of Toledo’s Walbridge Park Boat Launch and Toledo Sailing Club, and involving the design and engineering of habitat creation and restoration features at and near Clark Island (the “Project”), has been selected for funding in the most recent round of H2Ohio funding;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute an agreement with the Ohio Department of Natural Resources for a grant in the amount of Six Hundred Twenty Thousand Dollars ($620,000) (the “Grant”) for the Clark Island Restoration Project, which agreement shall include such terms and conditions as the President deems necessary or appropriate.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

56 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 3a

Exhibit C

57 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 4

Consider Amendment Related to the Outstanding Variable Rate Demand Economic Development Revenue Refunding Bonds, Series 2016 (St. Francis De Sales High School) for the Purposes of Financing and/or Refinancing Costs

In 2004, the Port Authority (“TLCPA”) issued its $9,000,000 Variable Rate Demand

Economic Development Revenue Bonds, Series 2004D (St. Francis De Sales High

School Project), the proceeds of which financed the acquisition, construction, installation,

equipping and improving of “port authority facilities” as defined in Ohio Revised Code

Section 4582.01 located in the jurisdiction of the Port Authority for use by the Oblates of

St. Francis de Sales. In 2016, the TLCPA issued its $5,265,000 Variable Rate Demand

Economic Development Revenue Refunding Bonds, Series 2016A (Oblates of St. Francis

De Sales High School, Inc.), to refund and retire the 2004D Bonds.

In 2021, PNC Bank, N.A., and Oblates of St. Francis de Sales amended terms

under the 2016 Funding Agreement, which constitute a reissuance for federal tax

purposes. The TLCPA, through its representatives and pursuant to Section 13 of the

TLCPA’s Resolution No. 49-15, executed an Amended and Restated Bond for the

remaining outstanding amount of $2,848,601.52. Amendment No. 1 to the Funding

Agreement amended the interest rate, included a new amortization schedule for

monthly rather than annual payments, and included benchmark transition language for

the upcoming LIBOR transition. The Amended and Restated Bond and the Amended

and Restated Note evidence the remaining outstanding obligation of the Oblates of St.

Francis de Sales under the 2016 Bonds and the new amortization schedule. The

Purchase Certificate is a certification for tax purposes the new purchase period of the

58 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 4

Bonds on February 26, 2021, which terminates February 26, 2031. The Supplemental

Tax Regulatory Agreement provides the requirements under the Internal Revenue Code

as related to the qualified 501(c)(3) bonds.

The Bonds will continue to held by PNC Bank, N.A. and will be supported and

repaid by operational revenues of St. Francis, and will be secured by a mortgage on real

estate owned by St. Francis. The Bonds shall not represent or constitute a debt or pledge

of the faith and credit of the Port Authority, the County of Lucas, Ohio, the City of Toledo,

Ohio, the State of Ohio, or of any political subdivision thereof, and the holders shall have

no right to have taxes levied by the Port Authority, the County of Lucas, Ohio, the City of

Toledo, Ohio, or the State of Ohio.

The Finance & Development Committee recommends adoption of the following

resolution regarding the refinancing and amending of the terms of the 2016 Bonds.

59 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 4

RESOLUTION NO. _____

A RESOLUTION AUTHORIZING, RATIFYING, AND ACKNOWLEDGING THE AMENDMENT NO. 1 TO THE FUNDING AGREEMENT AND PURCHASE CERTIFICATE, THE AMENDED AND RESTATED BOND, AND THE RELATED DOCUMENTS RELATED TO THE OUTSTANDING VARIABLE RATE DEMAND ECONOMIC DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 2016 (ST. FRANCIS DE SALES HIGH SCHOOL) FOR THE PURPOSES OF FINANCING AND/OR REFINANCING COSTS OF “PORT AUTHORITY FACILITIES” WITHIN THE MEANING OF OHIO REVISED CODE, SECTION 4582.01

WHEREAS, the Toledo-Lucas County Port Authority (the “Authority”), a body corporate and politic duly organized and validly existing under the laws of the State of Ohio (the “State”), is authorized and empowered, by virtue of the laws of the State, including without limitation, Section 13 of Article VII of the Ohio Constitution and Ohio Revised Code Chapter 4582 (collectively, the “Act”) (a) to issue its economic development revenue bonds for the purpose of financing and/or refinancing the costs of acquiring, constructing, installing, equipping or improving “port authority facilities,” as defined in Ohio Revised Code Section 4582.01 located in the jurisdiction of the Authority; (b) to enter into agreements with respect to the financing and/or refinancing of the costs of acquiring, constructing, installing, equipping or improving of such facilities and to provide for a pledge of certain revenues sufficient to pay the principal of, interest on, and any premium on such economic development revenue bonds; and (c) to secure those economic development revenue bonds; together with any other action permitted of the Authority under the Act, are collectively referred to as “Authorized Purposes”);

WHEREAS, Oblates of St. Francis De Sales High School, Inc., an Ohio non-profit corporation (the “Corporation”) requested the Board of Directors of the Authority (the “Board”) to authorize the issuance of its Variable Rate Demand Economic Development Revenue Refunding Bonds, Series 2016 (St. Francis De Sales High School) in one or more series (the “Bonds”) in an aggregate principal amount not to exceed $5,500,000 for the purposes of providing funds to refund and retire the outstanding principal amount of the Authority’s $9,000,000 Variable Rate Demand Economic Development Revenue Bonds, Series 2004D (St. Francis De Sales High School Project) (the “Prior Bonds”), the proceeds of which financed the acquisition, construction, installation, equipping and improving of “port authority facilities” as defined in Ohio Revised Code Section 4582.01 located in the jurisdiction of the Authority for use by the Corporation (the “Project”) and the payment of costs associated with the issuance of the Bonds and the refunding and retirement of the Prior Bonds;

WHEREAS, pursuant to the Act, the Authority issued and sold Bonds on February 19, 2016 and awarded the sale of the Bonds to the PNC Bank, National Association (the “Bank”);

60 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 4

WHEREAS, the Authority has determined that Amendment No. 1 to the Funding Agreement dated as of February 26, 2021 between the Bank and the Corporation (the “Amendment No. 1”) and the Amended and Restated Promissory Note, dated February 26, 2021 (the “Amended Note”) from the Corporation furthers the Authorized Purposes of the Authority;

WHEREAS, the Authority has determined the execution of the Purchase Certificate (the “Purchase Certificate”) dated February 26, 2021 by the parties thereto and the execution of the Amended and Restated Bond (the “Amended Bond”) dated February 26, 2021 by the Authority further the Authorized Purposes of the Authority.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

Section 1. Definitions and Captions. Unless otherwise provided and unless the context or use indicates another or different meaning or intent, words or terms with initial capital letters used in this Bond Resolution shall have the meanings set forth in this Bond Resolution. The captions and headings in this Bond Resolution are solely for convenience of reference and do not define, limit, or describe the scope or intent of any provisions or Sections of this Bond Resolution.

Section 2. Determinations by Board. This Board hereby determines, based solely upon information provided by the Corporation, that it is necessary and proper and in the best interest of the Authority to, and the Authority shall, accept the Amended Note and authorize, ratify, and acknowledge Amendment No. 1 and doing so promotes the public purposes described in the Act. This Board hereby ratifies and acknowledges the execution and delivery of the Purchase Certificate and the Amended Bond.

Section 3. Other Documents and Actions. The President of the Authority or the Chair or Vice Chair of the Board, together with the Secretary and Fiscal Officer or Assistant Secretary and Fiscal Officer of the Authority is further authorized and directed to execute and deliver on behalf of the Authority such other certificates, documents and instruments in connection with execution and delivery of Amendment No. 1, the Purchase Certificate, the Amended Bond, and the Amended Note related to the Bonds, as may be required, necessary or appropriate, including, without limitation, any documents related to any interest rate hedge agreements, investment agreements, documents which are necessary or appropriate in order to ensure compliance of the Bonds with the Internal Revenue Code, including without limitation any tax certificates or agreements, terminations of financing statements. The documents specifically authorized hereby shall be subject to such changes, insertions and omissions as may be approved by this Board, which approval shall be conclusively evidenced by the execution thereof by the President of the Authority or the Chair or Vice Chair of the Board, together with the Secretary and Fiscal Officer or Assistant Secretary and Fiscal Officer of the Authority.

Section 4. Severability. Each section of this Resolution and each subdivision or paragraph of any section thereof is hereby declared to be independent and the finding or holding of any section or any subdivision or paragraph of any section thereof to be invalid or void shall not be

61 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 4

deemed or held to affect the validity of any other section, subdivision, or paragraph of this Resolution.

Section 5. Compliance with Open Meeting Law. It is found and determined that all formal actions of this Board concerning and relating to the adoption of this Resolution were taken in an open meeting of this Board, and that all deliberations of this Board and any of its committees that resulted in such formal action, were in meeting open to the public, in compliance with the law, including Ohio Revised Code Section 121.22.

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

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

62 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 5

Consider Issuance of Revenue Bonds to Finance the Costs of Acquiring, Constructing, Installing, Equipping, and Improving Energy Efficiency and Advanced Energy Improvements in Support of Toledo Colony Apartments, LLC ($7 Million)

The Port Authority has been requested to issue up to $7 million in taxable

development revenue bonds through the Northwest Ohio Bond Fund (the “Bonds”) for the

benefit of Toledo Colony Apartments, LLC, an Ohio limited liability company (the

“Developer”), an affiliate of the Continental Real Estate Companies (“Continental”), for

the acquisition, construction, installation, equipping, and improvement of certain energy

efficiency and advanced energy improvement projects, all constituting “port authority

facilities” (the “Project”). The proceeds of the Bonds will be used to finance a portion of

the costs of the Project. The Project includes the energy-related components of the new

construction of a mixed-use development consisting of approximately 262 apartment

units, a community center with amenities for resident use, retail space, and associated

site amenities to be undertaken by the Developer. The development will be located in the

City of Toledo, Ohio (the “City”), near Central Avenue to the north, Upton Avenue to the

east, Jermain Drive to the south, and ProMedica Parkway to the west.

The Developer has requested the assistance of the Port Authority in financing the

costs of the Project in cooperation with the Northwest Ohio Advanced Energy

Improvement District (the “ESID”), the City and such other parties as the Port Authority

may determine. The City will levy, assess, and collect PACE special assessments with

respect to the parcels comprising the Project in aggregate amounts sufficient to pay

debt service and administrative expenses on the Bonds. The City and the ESID will

63 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 5

assign the PACE special assessments to the Port Authority to secure payment of

debt service on the Bonds.

Under a Supplemental Trust Indenture to be entered into between the Port

Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the

“Trustee”), the Trustee will disburse the proceeds of the Bonds to pay the costs of the

Project and receive the PACE special assessments and apply them to the payment of the

Bonds and any fees and expenses of the Port Authority, the Trustee, or the ESID which

are payable from the special assessments.

It is contemplated that each of the Bonds may be issued as one or more sub-series

of revenue bonds. The Bonds may be issued in more than one series if a portion, but not

all, of the energy efficiency and advanced energy improvement projects constituting the

Project qualify for the Ohio Development Services Agency’s Energy Loan Loss Reserve

program, if the maximum financing term or useful life for any portion of the Project is

significantly different than the maximum financing term or useful life for the remainder of

the Project, or if other factors require that Bonds be issued in one or more sub-series.

The Chair of the Finance & Development Committee recommends adoption of the

following resolution regarding the issuance of the Bonds in the estimated principal amount

of $7 million to be used to finance the Project.

64 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 5

RESOLUTION NO. _____

A RESOLUTION AUTHORIZING THE ISSUANCE OF PORT AUTHORITY REVENUE OBLIGATIONS IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $7,000,000, TO FINANCE COSTS OF “PORT AUTHORITY FACILITIES,” WITHIN THE MEANING OF OHIO REVISED CODE SECTION 4582.01, CONSISTING OF SPECIAL ENERGY IMPROVEMENT PROJECTS; AUTHORIZING THE EXECUTION OF A COOPERATIVE AGREEMENT OR A LOAN AGREEMENT, A SUPPLEMENTAL TRUST INDENTURE, A BOND PURCHASE AGREEMENT, A CONSTRUCTION AGENCY AGREEMENT, A SPECIAL ASSESSMENT AGREEMENT, AND CERTAIN OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE FOREGOING; AUTHORIZING THE USE AND DISTRIBUTION OF A DISCLOSURE STATEMENT IN CONNECTION WITH THE SALE OF THOSE REVENUE OBLIGATIONS; AND AUTHORIZING AND APPROVING RELATED MATTERS.

WHEREAS, the Toledo-Lucas County Port Authority (the “Authority”), a body corporate and politic duly organized and validly existing under the laws of the State of Ohio (the “State”), is authorized and empowered by the laws of the State including, without limitation, Sections 13 and 16 of Article VIII, Ohio Constitution and Ohio Revised Code Chapter 4582 (the “Act”): (a) to issue its revenue obligations for the purpose of financing costs of acquiring, constructing, equipping, furnishing and otherwise improving “port authority facilities” as defined in the Act, (b) to enter into agreements to secure such revenue obligations and to provide for the pledge or assignment of revenues expected to be sufficient to pay the principal of, and interest and any premium on, those revenue obligations, and (c) to adopt this Resolution and enter into such instruments, documents, and agreements described in this Resolution, all upon the terms and conditions of this Resolution of those instruments, documents, and agreements; and

WHEREAS, Toledo Colony Apartments, LLC (together with its affiliates and permitted successors and assigns, the “Developer”) in order to acquire, construct, install, equip, and improve “special energy improvement projects,” as that term is defined in Ohio Revised Code Section 1710.01(I), in connection with a mixed-use development consisting of approximately 262 apartment units, a community center with amenities for resident use, retail space, and associated site amenities to be located within the City of Toledo, Ohio (the “City”) (the “Series 2021C Project”); and

WHEREAS, the Developer has requested that the Authority sell and issue obligations to finance a portion of the costs of the Series 2021C Project and provide for repayment of those

65 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 5

obligations by accepting the pledge of certain revenues of the Series 2021C Project and of the City; and

WHEREAS, the Developer has requested that the Authority, the Developer, the Northwest Ohio Advanced Energy Improvement District (the “ESID”), and the Trustee (as defined in Section 1 of this Resolution), cooperate to provide for the acquisition, construction, installation, equipping, and improvement of the Series 2021C Project, the use of the proceeds of the Authority’s obligations, and the repayment of the Authority’s obligations; and

WHEREAS, upon the advice of the officers of the Authority, this Board of Directors has determined, that the Series 2021C Project will enhance, foster, aid, provide, and promote industry, commerce, distribution, and economic development, and create and preserve jobs and employment opportunities, within the financing jurisdiction of the Authority and the State of Ohio, and the Authority is authorized and empowered by the Act and the Series 2021C Agreement (as defined in Section 1 of this Resolution), to sell and issue its revenue obligations to provide financing for the Project; and

WHEREAS, this Board of Directors has determined, at the request of, and based upon, representations made by the Developer that it should authorize, subject to the conditions set forth in this Resolution and pursuant to the Act, the issuance and sale of revenue bonds in the maximum aggregate principal amount of $7,000,000 to finance the costs of port authority facilities and make the proceeds available to pay the costs of the Series 2021C Project in accordance with the Series 2021C Agreement.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

Section 1. Definitions. Each capitalized term not otherwise defined in this Resolution or by reference to another document shall have the meaning assigned to it in the Bond Fund Indenture now on file with the Fiscal Officer:

“Act” means Sections 13 and 16 of Article VIII of the Ohio Constitution and Ohio Revised Code Chapter 4582, as enacted and amended from time to time.

“Authorized Denominations” means, as to the Series 2021C Bonds, $5,000 or any integral multiple of $5,000 in excess of $5,000, or such other denominations as may be designated in the Certificate of Award.

“Basic Indenture” means the Trust Indenture between the Authority and the Trustee dated as of August 15, 1988.

“Bond Fund” means the Bond Fund created by the Basic Indenture.

“Bond Fund Indenture” means the Basic Indenture, as amended and supplemented from time to time under its terms, including by the Series 2021C Supplemental Indenture.

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“Bond Legislation” means this Resolution and the Certificate of Award executed pursuant to this resolution, as either or both may be amended from time to time.

“Bond Purchase Agreement” means, as to the Series 2021C Bonds any bond purchase agreement or bond placement agreement for the Series 2021C Bonds between the Authority and the Original Purchaser or such additional, fewer, or different parties as the Executive or Fiscal Officer may determine in the Certificate of Award.

“Bond Reserve Deposit” means the amount to be deposited in the Series 2021C PRF Principal Subaccount in the Series 2021C PRF Account in the Primary Reserve Fund, which amount shall be provided as set forth in the Certificate of Award.

“Bonds” means Bonds as defined in the Basic Indenture.

“Bond Service Charges” means, for any period or payable at any time, the principal of, and interest and any premium required to be paid by the Authority on, the Series 2021C Bonds for that period or payable at that time, whether due at maturity, upon acceleration, by call for redemption, or otherwise.

“Book Entry Form” or “book entry system” means a form or system under which (a) the ownership of book entry interests in Series 2021C Bonds and the principal of and interest on the Series 2021C Bonds may be transferred only through a book entry, and (b) physical Series 2021C Bond certificates in fully registered form are issued only to a Depository or its nominee as registered owner, with the physical Series 2021C Bond certificates “immobilized” in the custody of the Depository. The book entry maintained by others than the Trustee is the record that identifies the owners of book entry interests in those Series 2021C Bonds and that principal and interest.

“Business Day” means a day that is not a (a) Saturday, (b) Sunday, or (c) day on which the Trustee is closed or banks in New York, New York are closed.

“Certificate of Award” means the certificate or certificates executed by the Executive, the Fiscal Officer, or both, pursuant to and in accordance with the Bond Legislation.

“City” means the City of Toledo, Ohio, a municipal corporation and political subdivision under the Constitution and laws of the State and under its charter.

“Closing Date” means the dated date of the Series 2021C Bonds, as stated in the Certificate of Award.

“Construction Agency Agreement” means the Construction Agency Agreement or similar agreement by and among the Authority and the Construction Agent, as amended or supplemented from time to time in accordance with its terms, providing for the acquisition, construction, installing, equipping, and improving of the Series 2021C Project by the Construction Agent as construction manager at-risk, construction manager, or construction agent for and on behalf of the Authority.

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“Construction Agent” means the Developer or any other party designated in the Certificate of Award, as the construction manager at-risk, construction manager, or construction agent under the Construction Agency Agreement.

“Contracting Party” means, with respect to the Series 2021C Bonds, (i) if the Executive or the Fiscal Officer determines in the Certificate of Award to execute and deliver the Cooperative Agreement, the City, (ii) if the Executive or the Fiscal Officer determines in the Certificate of Award to execute and deliver the Loan Agreement, the ESID, or (iii) any entity designated as the Contracting Party in the Certificate of Award, or any successor Contracting Party under the Series 2021C Agreement; and, when used with reference to more than one Contracting Party, each Contracting Party under an Agreement with respect to which Bonds are outstanding.

“Cooperative Agreement” means the Cooperative Agreement, expected to be dated as of the first day of the month in which the Series 2021C Bonds are executed and delivered, or such other date as may be specified in the Certificate of Award, among the Authority, the Developer, the Trustee, the ESID, and any other, additional, or fewer Persons that the Executive or Fiscal Officer may designate as a party to that agreement in the Certificate of Award, as it may from time to time be amended and supplemented under its terms, which Cooperative Agreement shall provide for the payment by the City of Financing Payments sufficient to pay the costs of the Series 2021C Project out of certain revenues of the Series 2021C Project and certain revenues of the City.

“County” means Lucas County, Ohio, a county and political subdivision duly organized and validly existing under the Constitution and laws of the State.

“Depository” means any securities depository that is a clearing agency under federal law operating and maintaining, with its Participants or otherwise, a book entry system to record ownership of book entry interests in Series 2021C Bonds or the principal of and interest on the Series 2021C Bonds, and to effect transfers of Series 2021C Bonds, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York.

“Developer” means Toledo Colony Apartments, LLC, an Ohio limited liability company, together with its affiliates and permitted successors and assigns, or such other entity as may be designated in the Certificate of Award.

“Disclosure Statement” means the Private Placement Memorandum, Official Statement, or other offering document authorized by this Bond Legislation for use in connection with the initial sale of the Series 2021C Bonds.

“ESID” means the Toledo, Oregon, Maumee, Northwood, Perrysburg, Sylvania, Whitehouse, Township of Monclova, Township of Springfield, Township of Swanton, Township of Sylvania, Ohio Advanced Energy Improvement Corporation, d/b/a Northwest Ohio Advanced Energy Improvement District, a special improvement district and nonprofit corporation under the laws of the State.

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“Executive” means the President of the Authority or the Chair or Vice Chair of the Legislative Authority.

“Fiscal Officer” means the Secretary and Fiscal Officer or an Assistant Secretary and Fiscal Officer of the Authority.

“Holder” or “holder of a Series 2021C Bond” means the person in whose name a Series 2021C Bond is registered on the Register maintained initially by the Trustee as Registrar.

“Interest Payment Date” means, as to the Series 2021C Bonds, unless otherwise provided in the Certificate of Award, the fifteenth day of each May and November commencing November 15, 2021.

“Legal Officer” means the Staff Counsel of the Authority.

“Legislative Authority” means the Board of Directors of the Authority.

“Loan Agreement” means the Loan Agreement expected to be dated as of the first day of the month in which the Series 2021C Bonds are executed and delivered, or such other date as may be specified in the Certificate of Award, among the Authority and the ESID and any other, additional, or fewer Persons that the Executive or Fiscal Officer may designate as a party to that agreement in the Certificate of Award, as it may from time to time be amended and supplemented under its terms, which Loan Agreement shall provide for the payment by the ESID of Financing Payments sufficient to pay the costs of the Series 2021C Project out of certain revenues of the Series 2021C Project and certain revenues of the City made available to the ESID.

“Operative Documents” means each of the following documents if and to the extent entered into by the Authority in connection with the issuance of and security for the Series 2021C Bonds: the Bond Purchase Agreement, the Series 2021C Supplemental Indenture, the Cooperative Agreement, the Loan Agreement, the Construction Agency Agreement, and the Special Assessment Agreement.

“Original Purchaser” means the Original Purchaser designated in the Certificate of Award, together with its successors and permitted assigns.

“Participant” means any participant contracting with a Depository under a book entry system and includes securities brokers and dealers, banks and trust companies, and clearing corporations.

“Person” or words importing persons means firms, associations, partnerships (including, without limitation, general, limited and limited liability partnerships), joint ventures, societies, estates, trusts, corporations, limited liability companies, public or governmental bodies, other legal entities, and natural persons.

“Pledged Revenues” means Pledged Revenues as defined in the Basic Indenture.

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“Primary Reserve Fund” means the Primary Reserve Fund created by the Basic Indenture.

“Project Fund” means the Project Fund created by the Basic Indenture.

“Series” means Series as defined in the Basic Indenture.

“Series 2021C Agreement” means the Cooperative Agreement or the Loan Agreement, as determined by the Executive or the Fiscal Officer in the Certificate of Award.

“Series 2021C Bond” or “Series 2021C Bonds” means the Authority’s Development Revenue Bonds (Northwest Ohio Bond Fund) Series 2021C (Colony Lofts PACE Project) (or as otherwise designated in the Certificate of Award) to be issued in the maximum aggregate principal amount of $7,000,000 pursuant to the Series 2021C Supplemental Indenture authorized by this Bond Legislation.

“Series 2021C Project Purposes” means the acquisition, construction, installation, equipping, and improvement of real and personal property comprising “port authority facilities” within the meaning of the Act.

“Series 2021C Project” has the meaning given to the term “Project” in the Series 2021C Agreement and the term “Series 2021C Project” in the Series 2021C Supplemental Indenture, consisting generally of special energy improvement projects and port authority facilities to be constructed, acquired, installed, equipped, and improved within the City.

“Series 2021C Supplemental Indenture” means the Ninety-Eighth Supplemental Trust Indenture (or such other number as may be designated in the Certificate of Award) dated as of the same date as the Series 2021C Agreement, between the Authority and the Trustee, as it may from time to time be amended or supplemented under its terms.

“Special Assessment Agreement” means the Special Assessment Agreement dated as of the date of the Series 2021C Supplemental Indenture between the Treasurer of the County, the Developer, the Authority, the ESID, the Trustee, and any other additional, fewer, or other Persons that the Executive or Fiscal Officer may designated as a party to that agreement in the Certificate of Award, as it may from time to time be amended or supplemented under its terms.

“Special Funds” means, collectively, the Special Funds as established under, and identified in, the Basic Indenture and in the custody of the Trustee.

“State” means the State of Ohio.

“Supplemental Indenture” means Supplemental Indenture as defined in the Basic Indenture.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean the successor Trustee.

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The captions and headings in this Resolution are solely for convenience of reference and do not define, limit or describe the scope or intent of any provisions or Sections of this Resolution.

Section 2. Determinations by Legislative Authority. This Legislative Authority hereby finds and determines that: (a) it is necessary and proper and in the best interest of the Authority to, and at the request of the Developer, the Authority shall, issue, sell, and deliver, for the purpose of paying costs of the Series 2021C Project (including costs of issuing the Series 2021C Bonds, interest and other fees, and capitalized interest and fees), the Series 2021C Bonds in the maximum aggregate principal amount of $7,000,000; (b) the Series 2021C Project constitutes “port authority facilities” as defined in the Act, is consistent with the purposes of the Act, and the acquisition, construction, installation, equipping, and improvement of the Series 2021C Project by the Authority is consistent with the purposes of Sections 13 and 16 of Article VIII, Ohio Constitution; (c) the utilization of the Series 2021C Project is in furtherance of the purposes of the Act and will benefit the people of the State by creating jobs and employment opportunities and improving the economic welfare of the people of the State; and (d) provision of the Series 2021C Project requires the issuance, sale, and delivery of the Series 2021C Bonds.

Section 3. Terms and Provisions of the Series 2021C Bonds.

(a) Generally. The Series 2021C Bonds (i) shall be issued, unless a supplemental indenture shall have been executed and delivered pursuant to Section 8.02(h) of the Basic Indenture, only in fully registered form, substantially in the form utilized for prior Series of Taxable Bonds (as defined in the Basic Indenture) as shall be appropriate; (ii) shall be exchangeable for Series 2021C Bonds of the same Series of any Authorized Denominations, as provided in the Bond Fund Indenture; (iii) shall be numbered in such manner as determined by the Trustee in order to distinguish each Series 2021C Bond from any other Series 2021C Bond; (iv) shall be in Authorized Denominations; (v) shall be subject to optional and mandatory sinking fund redemption in the amounts and at the times and prices for which provision is made in the Certificate of Award, in the manner stated in this Bond Legislation, and upon the stated in the Bond Fund Indenture; (vi) shall be dated as of the Closing Date; and (vii) shall be designated as provided in the Certificate of Award consistent with the date of their sale or issuance. Each Series 2021C Bond shall bear interest, payable on the Interest Payment Dates, from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from its date.

The Series 2021C Bonds shall be issued in one or more Series as may be determined by the Executive or Fiscal Officer in the Certificate of Award. The Series 2021C Bonds shall initially be designated “Toledo-Lucas County Port Authority Taxable Development Revenue Bonds (Northwest Ohio Bond Fund) Series 2021C (Colony Lofts PACE Project)” or as otherwise may be determined by the Executive or Fiscal Officer in the Certificate of Award consistent with the Disclosure Statement utilized in connection with the initial sale of the Series 2021C Bonds and as may be appropriate in order to distinguish the Series 2021C Bonds from the several other Series of Bonds issued under the Basic Indenture or otherwise executed and delivered. The Series 2021C Supplemental Indenture shall be designated as the “Ninety-Eighth Supplemental Trust Indenture” or as otherwise may be determined by the Executive or Fiscal Officer in the Certificate of Award consistent with the Disclosure Statement utilized in connection with the initial sale of the

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Series 2021C Bonds and as may be appropriate in order to distinguish the Series 2021C Supplemental Indenture from the respective Supplemental Indentures securing the several other Series of Bonds issued under the Basic Indenture or otherwise executed and delivered.

(b) Book Entry System. Notwithstanding any other provisions of this Bond Legislation or the Bond Fund Indenture, if it is determined in the Certificate of Award that it is in the best interest of, and financially advantageous to, the Authority, the Series 2021C Bonds may be issued to a Depository for use in a book entry system and, if and as long as a book entry system is utilized, (i) the Series 2021C Bonds may be issued in the form of a single, fully registered Series 2021C Bond representing each maturity and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) except as otherwise provided in the Series 2021C Supplemental Indenture, the book entry interest owners of Series 2021C Bonds in book entry form shall not have any right to receive Series 2021C Bonds in the form of physical securities or certificates; (iii) ownership of book entry interests in Series 2021C Bonds in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Series 2021C Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Authority.

(c) Interest Rates and Principal Maturities of the Series 2021C Bonds. The Executive or the Fiscal Officer shall execute the Certificate of Award at or prior to the time the Series 2021C Bonds are issued. The Series 2021C Bonds shall bear interest at the annual rate or rates per year, payable on each Interest Payment Date (provided that the Certificate of Award may provide for a delay of not to exceed twelve months in the first Interest Payment Date), and shall mature

and be subject to mandatory redemption on May 15 or November 15, or both, in the years and in the principal amounts, all as shall be set forth in the Certificate of Award; provided, that no rate of interest therein specified or otherwise provided in the proceedings for the issuance of the Series 2021C Bonds shall exceed the maximum rate permitted by law. The Certificate of Award shall fix the principal amount of the Series 2021C Bonds to be issued, which shall be the principal amount rounded to the next highest whole multiple of $5,000, but not in excess of $7,000,000 that will provide the moneys necessary to: (i) pay a portion of the costs of the Series 2021C Project; (ii) fund the Bond Reserve Deposit, to the extent that Bond Reserve Deposit will be funded from the Series 2021C Bond proceeds; (iii) pay capitalized interest, if any, on the Series 2021C Bonds, to the extent any capitalized interest on the Series 2021C Bonds will be funded from the Series 2021C Bond proceeds; and (iv) pay costs of issuance of the Series 2021C Bonds, to the extent that those costs will be paid from the Series 2021C Bond proceeds. The Certificate of Award shall fix the maturity or maturities and the optional and mandatory redemption provisions, including any mandatory sinking fund redemption provisions, of the Series 2021C Bonds so as to provide to the Authority with the lowest feasible interest cost but within the amount that is reasonably expected to be realized from payments made by the City under the Series 2021C Agreement. The procedures, credits, and conditions for the satisfaction of the mandatory sinking fund requirements shall be as set forth in the Basic Indenture.

(d) Certificate of Award. The terms and provisions set forth in this Section 3 for the Series 2021C Bonds may be altered through a determination made by the Executive or Fiscal Officer in

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the Certificate of Award. Other terms of the Series 2021C Bonds may be specified in the Certificate of Award or the Series 2021C Supplemental Indenture. The name of any one of the Operative Documents may be altered through a determination made by the Executive or the Fiscal Officer in the Certificate of Award. All matters determined in the Certificate of Award, as it may be amended or supplemented, shall be conclusive and binding.

Section 4. Sale of the Series 2021C Bonds. The Series 2021C Bonds shall be sold and are hereby awarded to the Original Purchaser at the purchase price set forth in the Certificate of Award, plus any accrued interest from their date to the date of their delivery and payment for the Series 2021C Bonds. The purchase price of the Series 2021C Bonds, expressed as a percentage of the principal amount of the Series 2021C Bonds, shall be determined in the Certificate of Award, which determination shall be in the best interests of the Authority. Fees payable in connection with the issuance and sale of the Series 2021C Bonds, including any fees under the Bond Purchase Agreement and any fees of the Authority’s financial advisor, bond counsel, and disclosure counsel may be paid from the proceeds of the Series 2021C Bonds or other available amounts and are hereby appropriated for that purpose.

The Executive and the Fiscal Officer are directed to make the necessary arrangements on behalf of the Authority to establish the date, location, procedure, and conditions for the delivery of Series 2021C Bonds to the Original Purchaser. Those officers are further directed to take all actions necessary to effect due execution, authentication, and delivery of the Series 2021C Bonds under the terms of this Bond Legislation, the Basic Indenture, the Series 2021C Supplemental Indenture, and the Bond Purchase Agreement.

It is determined by this Legislative Authority that the price for, and the terms of, the Series 2021C Bonds, and the sale of the Series 2021C Bonds, all as provided in this Bond Legislation, the Basic Indenture, the Series 2021C Supplemental Indenture, and the Bond Purchase Agreement, are in the best interests of the Authority and are in compliance with all legal requirements.

The distribution of a Disclosure Statement of the Authority relating to the initial sale of the Series 2021C Bonds reflecting the method of sale and the terms of the Series 2021C Bonds, is hereby approved. The Executive, the Fiscal Officer, and any other official of the Authority are each hereby authorized and directed to complete and execute, on behalf of the Authority and in their official capacities, a final Disclosure Statement, which final Disclosure Statement shall be substantially in the form of the preliminary Disclosure Statement if a preliminary Disclosure Statement has been distributed with such modifications, changes, and supplements as are necessary or desirable and as such officers shall approve. Such officers are authorized to use and distribute, or authorize the use and distribution of, any preliminary Disclosure Statement and the final Disclosure Statement and any supplements as so executed in connection with the issuance of the Series 2021C Bonds, and are each authorized and directed to advise the Original Purchaser in writing regarding limitations on the use of any preliminary Disclosure Statement and the final Disclosure Statement and any supplements thereto as the officer acting deems necessary or appropriate to protect the interests of the Authority. The Executive, the Fiscal Officer, and any other official of the Authority are each authorized to execute and deliver, on behalf of the

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Authority and in their official capacities, such certificates in connection with the accuracy of any preliminary Disclosure Statement, the final Disclosure Statement and any supplements thereto as, in their judgment, may be necessary or appropriate. The Original Purchaser’s use and distribution of such offering document and any supplements thereto as so executed in accordance with the terms of the Bond Purchase Agreement is hereby authorized and approved.

Section 5. Application of Proceeds of Series 2021C Bonds. The proceeds of the sale of the Series 2021C Bonds shall be allocated and deposited as set forth in the Certificate of Award.

Section 6. Security for the Series 2021C Bonds. As provided in the Bond Fund Indenture, the Series 2021C Bonds shall be payable solely from the Pledged Revenues and the funds established under the Basic Indenture and shall be secured equally and ratably (a) by an assignment of and a lien on (i) the Special Funds, (ii) the Pledged Revenues, and (iii) such collateral as may from time to time be assigned, provided, however, that any assignment of or lien on any fund, account, receivables, revenues, money, or other intangible property not in the custody of the Trustee shall be valid and enforceable only to the extent permitted by law, and (b) by the Bond Fund Indenture. Nothing in the Series 2021C Bonds, the Bond Legislation, or the Bond Fund Indenture shall constitute a general obligation, debt or bonded indebtedness of the Authority; neither the general resources of the Authority shall be required to be used, nor the general credit of the Authority pledged, for the performance of any duty under the Series 2021C Bonds, the Bond Legislation, or the Bond Fund Indenture; and, further, nothing in the Series 2021C Bonds, the Bond Legislation, or the Bond Fund Indenture gives the Holders of the Series 2021C Bonds, and they do not have, the right to have excises or taxes levied by this Legislative Authority, or by the State or the taxing authority of any other political subdivision, for the payment of principal of, or redemption premium, if any, and interest on, the Series 2021C Bonds, but the Series 2021C Bonds are payable from the Pledged Revenues and the funds established under the Bond Fund Indenture as provided in this Bond Legislation and in the Bond Fund Indenture, and each Series 2021C Bond shall contain a statement to that effect; provided, however, that nothing in this Bond Legislation shall be deemed to prohibit the Authority, of its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of the Series 2021C Bonds, the Bond Legislation, or the Bond Fund Indenture.

Section 7. Other Covenants and Agreements. The Authority, by issuance of the Series 2021C Bonds, agrees with the Holders, that:

(a) Use of Proceeds. The Authority will use, or cause to be used, the proceeds of the Series 2021C Bonds for the purposes set forth in Section 5 of this Resolution.

(b) Segregation of Funds. The Authority will segregate, for accounting purposes, the Pledged Revenues and the funds established under the Bond Fund Indenture from all other revenues and funds of the Authority.

(c) Transcript of Proceedings. The Fiscal Officer, or other appropriate officer of the Authority will furnish to the Original Purchaser and to the Trustee a true transcript of proceedings, certified by the Fiscal Officer or other officer, of all proceedings had with reference to the issuance

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of the Series 2021C Bonds together with such information from the Authority’s records as is necessary to determine the regularity and validity of such issuance.

(d) Further Actions and Delivery of Instruments. The Authority will, at any and all times, cause to be done all such further acts and things and cause to be executed and delivered all such further instruments as may be necessary to carry out the purpose of the Series 2021C Bonds and this Bond Legislation or as may be required by the Act and will comply with all requirements of law applicable to the Series 2021C Bonds.

(e) Observance and Performance of Agreements and Obligations. The Authority will observe and perform all its agreements and obligations provided for by the Operative Documents. All of the obligations under the Bond Legislation, the Bond Fund Indenture and the Series 2021C Supplemental Indenture, are hereby established as duties specifically enjoined by law and resulting from an office, trust or station upon the Authority within the meaning of Ohio Revised Code Section 2731.01.

The Authority shall not be required to pay any Bond Service Charges or any other charges, fees or expenses in connection with the Series 2021C Bonds or the Operative Documents, or the enforcement of any rights and remedies exercised by parties other than the Authority under the Series 2021C Bonds or the Operative Documents, from any funds or sources other than those provided under the Operative Documents.

Section 8. Operative Documents. To secure the payment of the Bond Service Charges on the Series 2021C Bonds as the same shall become due and payable and the performance by the Authority as provided in the Bond Legislation and in the Operative Documents to which it is a party, and to provide for the issuance and sale of the Series 2021C Bonds, the Executive and the Fiscal Officer, alone or together, are hereby authorized, for and in the name of the Authority and on its behalf and on behalf of this Legislative Authority, to execute the Operative Documents to which the Authority is a party in substantially the forms of the Operative Documents now on file with the Fiscal Officer, with such changes to the Operative Documents as are not inconsistent with this Resolution, not materially adverse to the Authority, are permitted by the Act, and are approved by the officers executing those documents; provided, however, that any Operative Document the form of which is not now on file with the Fiscal Officer shall be in substantially the form previously delivered by the Authority in connection with the Authority’s issuance of revenue obligations of the type represented by the Series 2021C Bonds, with such changes as are necessary to reflect the terms of the Series 2021C Bonds and their sale, including without limitation, any requirements of an Original Purchaser as are not materially adverse to the Authority and as are permitted by the Act and are approved by the Legal Officer and by the officers executing those documents; and, provided further, that the relative priority of any interests created pursuant to the Operative Documents, may be altered to accommodate the requirements of the Original Purchaser. The approval of changes to the Operative Documents, and that such changes are not materially adverse to the Authority, shall be conclusively evidenced by the execution of those documents by the officers of the Authority authorized to execute them.

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Section 9. Other Agreements and Documents and Further Actions. The Executive and the Fiscal Officer, alone or together, are further authorized and directed to execute any certifications, financing statements, assignments, agreements, and instruments, to accept on behalf of the Authority such additional security, and to take such further actions as are necessary or appropriate to effect the transactions contemplated in the Operative Documents and to consummate the transactions contemplated in this Bond Legislation and the Operative Documents and to undertake, complete, and finance the Series 2021C Project in accordance with the Operative Documents, so long as such actions are not inconsistent with this Resolution and not materially adverse to the Authority and are permitted by the Act and which shall be approved by the officers executing those documents. The determination that such actions and any documents executed pursuant to those actions are not materially adverse to the Authority shall be evidenced conclusively by the taking of those actions or execution of those documents by those officials. All actions taken by the officers and officials of the Authority and of this Board of Directors in connection with the Series 2021C Project and its financing prior to the date of this Resolution are hereby ratified and approved.

For the benefit of the bondholders of the Series 2021C Bonds, the Executive, the Fiscal Officer, and other officers or employees of the Authority as deemed appropriate are authorized and directed to execute a continuing disclosure agreement, setting forth the Authority’s undertaking to provide annual reports and notices of certain events, in accordance with S.E.C. Rule 15c2-12(b)(5). The Executive and the Fiscal Officer are each further authorized and directed to establish procedures in order to ensure compliance by the Authority with its continuing disclosure agreement, including the timely provision of information and notices required pursuant to such agreement.

Section 10. Acquisition and Construction. It is hereby determined by this Legislative Authority that the acquisition, construction, installation, equipping, and improvement of the Series 2021C Project and of any improvement in connection with it, including those paid from the proceeds of the Series 2021C Bonds, shall be undertaken by the Developer and the Construction Agent pursuant to the Operative Documents.

Section 11. Severability. Each section of the Bond Legislation and each subdivision or paragraph of any section of the Bond Legislation and each sentence of a paragraph of the Bond Legislation is hereby declared to be independent and the finding or holding of any section or any subdivision, paragraph or sentence of the Bond Legislation to be invalid or void shall not be deemed or held to affect the validity of any other section, subdivision, paragraph or sentence of the Bond Legislation.

Section 12. Compliance with Open Meeting Law. It is found and determined that all formal actions of this Legislative Authority concerning and relating to the adoption of this Resolution were taken in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of any of its committees or subcommittees, or any other public bodies of the Authority, that resulted in such formal actions, were in meetings open to the public, in compliance with the law.

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Section 13. Effective Date. This Resolution shall be in full force and effect upon its adoption.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

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Consider Issuance of Revenue Bonds to Finance the Costs of Acquiring, Constructing, Installing, Equiping, and Improving an Approximately 262-unit apartment complex in Support of Toledo Colony Apartments, LLC ($35 Million)

The Port Authority has been requested to issue up to $35 million in lease revenue

bonds (the “Lease Revenue Bonds”) for the benefit of Toledo Colony Apartments, LLC,

an Ohio limited liability company (the “Developer”), an affiliate of Continental Real Estate

Companies (“Continental”), in order to finance a portion of the costs of the acquisition,

construction, installation, equipping, improvement and development of a mixed-use

development consisting of approximately 262 apartment units, a community center with

amenities for resident use, retail space, and associated site amenities to be undertaken

by the Developer (the “Project”). The Project will be located in the City of Toledo, Ohio,

near Central Avenue to the north, Upton Avenue to the east, Jermain Drive to the south,

and ProMedica Parkway to the west.

The proceeds of the Lease Revenue Bonds will be used to finance a portion of the

costs of the Project. The proceeds of the Lease Revenue Bonds will be made available

to the Developer pursuant to a bond advance agreement or similar agreement by and

between the Developer, the Port Authority, and the Developer’s senior lender for the

Project, as the original purchaser of the Lease Revenue Bonds. If determined by the Port

Authority and the original purchaser of the Lease Revenue Bonds, a trust indenture may

be executed to secure revenues to pay debt service on the Lease Revenue Bonds.

The real property on which the Project is located will be ground leased by the Developer

to the Port Authority. In order to provide the revenues to pay debt service on the Lease

Revenue Bonds, the Port Authority will lease the Project and the real property on which

78 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (A) 6

it is located back to the Developer. Lease rental payments under the lease will be in

amounts sufficient to pay debt service on the Lease Revenue Bonds as and when due.

The Developer will act as the Port Authority’s construction manager at-risk for the

construction of the Project pursuant to the terms of a construction manager at-risk

agreement or similar agreement. As security for the repayment of the Lease Revenue

Bonds, the Developer and the Port Authority are expected to grant a mortgage on the

Project and the real property on which the Project is located to the original purchaser of

the Lease Revenue Bonds. Pursuant to the mortgage, the Developer and the Port

Authority will assign to the original purchaser all lease rental payments.

It is expected that the original purchaser of the Lease Revenue Bonds will advance

the proceeds of the Lease Revenue Bonds as construction costs are incurred, and that

the Port Authority or a trustee selected by the Port Authority will administer disbursement

of those proceeds to pay the costs of the Project.

The Chair of the Finance & Development Committee recommends adoption of the

following resolution regarding the issuance of the bonds in the principal amount of up to

$35 million to be used to finance the Project.

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RESOLUTION NO. ____

A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF A MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $35,000,000 OF LEASE REVENUE BONDS OF THE TOLEDO-LUCAS COUNTY PORT AUTHORITY FOR THE PURPOSE OF FINANCING COSTS OF “PORT AUTHORITY FACILITIES” WITHIN THE MEANING OF SECTION 4582.01, OHIO REVISED CODE, FOR THE BENEFIT OF TOLEDO COLONY APARTMENTS, LLC; AUTHORIZING A BOND PURCHASE AGREEMENT; AUTHORIZING A GROUND LEASE; AUTHORIZING A LEASE; AUTHORIZING AN INDENTURE; AUTHORIZING AN OPEN- END MORTGAGE (FEE AND LEASEHOLD INTERESTS), ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT; AUTHORIZING A CONSTRUCTION MANAGER AT- RISK AGREEMENT; AUTHORIZING OTHER COLLATERAL DOCUMENTS; APPROVING A TERM SHEET; AND AUTHORIZING AND APPROVING RELATED MATTERS.

WHEREAS, the Toledo-Lucas County Port Authority (the “Port Authority”), a body corporate and politic duly organized and validly existing under the laws of the State of Ohio (the “State”), is authorized and empowered, by virtue of the laws of the State, including without limitation, Sections 13 and 16 of Article VIII, Ohio Constitution and Chapter 4582, Ohio Revised Code (a) to issue its revenue bonds for the purpose of assisting in the financing of costs of acquiring, constructing, equipping, installing or improving “port authority facilities,” as defined in Section 4582.01, Ohio Revised Code, located within the boundaries of Lucas County, Ohio, except as otherwise permitted by the Act (as defined below), (b) to enter into agreements with respect to the financing, acquisition, construction, installation, equipping, and improvement of such facilities and to provide for a pledge of certain revenues sufficient to pay the principal of and interest and any premium on those revenue bonds, (c) to further secure the repayment of those revenue bonds by granting a mortgage interest in the property to be acquired, constructed, installed, equipped, and improved from the proceeds of such revenue bonds, and (d) to enact this Bond Legislation, to enter into the Bond Purchase Agreement, the Indenture, the Mortgage, the Construction Manager At-Risk Agreement, and any Collateral Documents, each as defined in Section 1, upon the terms and conditions provided in this Bond Legislation; and

WHEREAS, upon the advice of the officers of the Port Authority, this Legislative Authority has determined that the Project will enhance, foster, aid, provide and promote economic development, education, governmental operations, and research within the financing jurisdiction of the Port Authority and the State and will enhance the availability of adequate housing in the State and improve the economic and general well-being of the people of the State, and the Port Authority is authorized and empowered under this Bond Legislation to sell and issue its revenue obligations to provide financing for the Project; and

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WHEREAS, this Legislative Authority has determined that it is necessary and proper and in the best interest of the Port Authority to issue revenue bonds in the maximum aggregate principal amount of $35,000,000 at this time to assist in the financing of costs of port authority facilities by making available the proceeds pursuant to the Bond Purchase Agreement to Toledo Colony Apartments, LLC, an Ohio limited liability company (together with its affiliates and permitted successors and assigns, the “Developer”) for the Project Purposes, each as defined in Section 1;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation, the following words and terms as used in this Bond Legislation shall have the following meanings unless otherwise provided and unless the context or use indicates another or different meaning or intent:

“Act” means Ohio Constitution, Article VIII, Sections 13 and 16 and Chapter 4582 of the Ohio Revised Code, all as enacted and amended from time to time.

“Authorized Denominations” means, with respect to the Lease Revenue Bonds, $100,000 and any integral multiples of $1,000 in excess of $100,000, or such other denominations as may be provided in the Certificate of Award.

“Bond Legislation” means this resolution and the Certificate of Award executed pursuant to this resolution.

“Bond Purchase Agreement” means the bond purchase agreement, bond placement agreement, bond purchase and continuing covenants agreement, bond placement and continuing covenants agreement, bond advance agreement, or any similar agreement determined in the Certificate of Award, expected to be dated the date of issuance of the Lease Revenue Bonds or as may be determined in the Certificate of Award, by and among the Port Authority, the Developer, the Original Purchaser, and such additional, fewer, or other parties as may be determined in the Certificate of Award, which Bond Purchase Agreement shall provide for (i) the Original Purchaser to make advances of the proceeds of the Lease Revenue Bonds to the Port Authority, and (ii) the Port Authority to make available the proceeds of the Lease Revenue Bonds to the Developer for the purpose of financing the costs of the Project, as the same may be amended or supplemented from time to time in accordance with its terms.

“Bond Service Charges” means, for any period or payable at any time, the principal of and interest and any premium on the Lease Revenue Bonds for that period or payable at that time, whether due at maturity or upon acceleration or redemption.

“Book-Entry Form” or “Book-Entry-Only System” means, with respect to the Lease Revenue Bonds and if the Certificate of Award so provides, a form or system, as applicable, under which (i) the ownership of beneficial interests in Lease Revenue Bonds, including the principal

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and redemption price thereof, and interest due thereon, may be transferred only through a book entry and (ii) physical Lease Revenue Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as holder of the Lease Revenue Bonds, with the physical Lease Revenue Bond certificates “immobilized” in the custody of the Depository. The Book-Entry-Only System is maintained by and is the responsibility of the Depository and not the Port Authority or any Paying Agent. The book entry is the record that identifies, and records the transfer of the interest of, the owners of beneficial (book entry) interests in the Lease Revenue Bonds.

“Certificate of Award” means the certificate or certificates executed by the Executive, the Fiscal Officer, or both pursuant to Section 3 of this Bond Legislation.

“Collateral Documents” means such security instruments, pledges, assignments, intercreditor agreements, subordination, nondisturbance, or attornment agreements as shall be required by the Original Purchaser under the Bond Purchase Agreement and Mortgage or any similar agreement to secure the Lease Revenue Bonds.

“Construction Manager At-Risk Agreement” means the Construction Manager At-Risk Agreement or similar agreement as may be determined in the Certificate of Award expected to be dated the date of issuance of the Lease Revenue Bonds or such other date as may be determined in the Certificate of Award between the Port Authority and the Developer, as the construction manager at-risk, construction manager, or construction agent for the acquisition, construction, installation, equipping, and improvement of the Project, as the same may be amended or supplemented from time to time in accordance with its terms.

“Depository” means any securities depository that is a clearing agency under federal law operating and maintaining, with its Participants or otherwise, a book entry system to record ownership of book entry interests in Lease Revenue Bonds or the principal of and interest on the Lease Revenue Bonds, and to effect transfers of Lease Revenue Bonds, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York.

“Developer” means, Toledo Colony Apartments, LLC, an Ohio limited liability company, together with its affiliates and permitted successors and assigns, or such other entity as may be designated in the Certificate of Award.

“Executive” means President of the Authority or the Chair or Vice Chair of the Legislative Authority.

“Fiscal Officer” means the Secretary and Fiscal Officer or an Assistant Secretary and Fiscal Officer of the Authority.

“Ground Lease” means the Ground Lease Agreement or similar agreement as may be designated in the Certificate of Award excepted to be dated as of the date of issuance of the Lease Revenue Bonds or as otherwise may be determined in the Certificate of Award between the Developer or such other party as may be designated in the Certificate of Award, as lessor,

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and the Port Authority, as lessee, as it may be validly amended or supplemented and in effect from time to time.

“Holder” or “holder of a Lease Revenue Bond” means the person in whose name a Lease Revenue Bond is registered on the Register maintained initially by the Fiscal Officer as Registrar.

“Indenture” means any trust indenture, trust agreement, or similar agreement designated in the Certificate of Award expected to be dated as of the date of issuance of the Lease Revenue Bonds or as otherwise designated in the Certificate of Award between the Port Authority and a bank authorized to exercise corporate trust powers within the State, as it may validly be amended or supplemented and in effect from time to time.

“Interest Payment Date” means, as to the Lease Revenue Bonds, such dates as are specified in the Certificate of Award for the payment of interest on the Lease Revenue Bonds.

“Lease” means the Lease Agreement or similar agreement as may be designated in the Certificate of Award excepted to be dated as of the date of issuance of the Lease Revenue Bonds or as otherwise may be determined in the Certificate of Award between the Port Authority, as lessor, and the Developer or such other party as may be designated in the Certificate of Award, as lessee, as it may be validly amended or supplemented and in effect from time to time.

“Lease Revenue Bonds” means the Port Authority’s Lease Revenue Bonds Series 2021 (Colony Lofts Project) (or as otherwise designated in the Certificate of Award) in the maximum aggregate principal amount of $35,000,000 and issued by the Port Authority pursuant to this Bond Legislation.

“Legislative Authority” means the Board of Directors of the Port Authority.

“Mortgage” means the Open-End Mortgage (Fee and Leasehold Interests), Assignment of Leases and Rents, and Security Agreement or a similar instrument as may be designated in the Certificate of Award granting a security interest with respect to the Developer and the Port Authority’s respective interests in the real property on which the Project is located, expected to be dated the date of issuance of the Lease Revenue Bonds or as may be otherwise designated in the Certificate of Award, given by the Developer and the Port Authority in favor of the Original Purchaser, as the same may be amended or supplemented from time to time in accordance with its terms.

“Operative Documents” means, if and to the extent any of the following are executed and delivered by the Port Authority in connection with the issuance of the Lease Revenue Bonds, the Lease Revenue Bonds, the Bond Purchase Agreement, the Indenture, the Ground Lease, the Lease, the Mortgage, the Construction Manager At-Risk Agreement, and the Collateral Documents.

“Original Purchaser” means, as to the Lease Revenue Bonds, the entity or entities designated as the Original Purchaser in the Certificate of Award.

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“Participant” means any participant contracting with a Depository under a book entry system and includes securities brokers and dealers, banks and trust companies, and clearing corporations.

“Pledged Revenues” means (a) the Rent Payments assigned and due and payable to the Port Authority pursuant to the Mortgage, and (b) all income and profit from the investment of the foregoing moneys, if any.

“Port Authority” means the Toledo-Lucas County Port Authority, a port authority and body corporate and politic duly organized and validly existing under the laws of the State.

“Project” means the Project, consisting generally of the acquisition, construction, installation, equipping, and improvement of a mixed-use development consisting of approximately 262 apartment units, a community center with amenities for resident use, retail space, and associated site amenities to be located in the City of Toledo, Ohio, constituting “port authority facilities” as defined in the Act.

“Project Fund” means the Project Fund established pursuant to the Bond Purchase Agreement, and as more fully described in the Bond Purchase Agreement.

“Project Purposes” means providing funds for acquiring the interest in real property on which the Project will be located and acquiring, constructing, equipping, installing, and improving the Project to be financed by the Port Authority for the benefit of the Developer for economic development purposes.

“Rent Payments” means the Rent Payments as defined in the Lease.

“State” means the State of Ohio.

“Term Sheet” means the term sheet currently on file with the Legislation Authority between the Port Authority and Toledo Colony Apartments, LLC, executed by Toledo Colony Apartments, LLC on March 11, 2021, which describes the general terms of the proposed transaction.

The captions and headings in this Bond Legislation are solely for convenience of reference and do not define, limit or describe the scope or intent of any provisions or Sections of this Bond Legislation.

Section 2. Determinations by Legislative Authority. This Legislative Authority determines that (i) it is necessary and proper and in the best interest of the Port Authority to, and the Port Authority shall, issue, sell and deliver the Lease Revenue Bonds in the maximum aggregate principal amount of $35,000,000 at this time, as provided and authorized in this Bond Legislation and pursuant to the authority of the Act, for the purpose of paying or financing the costs of acquiring the real property on which the Project will be located and the costs of acquiring, constructing, installing, equipping, and improving the Project; (ii) the Project constitutes “port authority facilities” as defined in the Act; (iii) the utilization of the Project is in furtherance of the

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purposes of the Act and will enhance, foster, aid, provide and promote economic development, education, governmental operations, and research and will enhance the availability of adequate housing in the State and improve the economic and general well-being of the people of the State; and (iv) provision of the Project requires the issuance, sale and delivery of the Lease Revenue Bonds. The Port Authority is authorized to, and this Legislative Authority hereby determines that the Port Authority may acquire leasehold and mortgage interests in real property on which the Project is to be located pursuant to the Ground Lease and the Mortgage, as and if executed and delivered in accordance with this Resolution, and that any such acquisition is in furtherance of the purposes of the Act.

Section 3. Terms and Provisions of the Lease Revenue Bonds.

(a) Generally. The Lease Revenue Bonds (i) shall be issued only in fully registered form, substantially in the form attached to the Bond Purchase Agreement; (ii) shall be subject to any transfer restrictions contained in the Lease Revenue Bonds and the Bond Purchase Agreement, (iii) shall be exchangeable for Lease Revenue Bonds of Authorized Denominations in the aggregate principal amount equal to the unmatured and unredeemed amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Lease Revenue Bonds being exchanged; (iv) shall be numbered from R-1 upwards; (v) shall be in Authorized Denominations; (vi) shall be subject to optional, mandatory and mandatory sinking fund redemption in the amounts and at the times and prices set forth in the Certificate of Award; and (vii) shall be dated the date designated in the Certificate of Award. The Lease Revenue Bonds shall be designated “Toledo-Lucas County Port Authority Lease Revenue Bonds, Series 2021 (Colony Lofts Project)” or as otherwise may be determined in the Certificate of Award and as may be appropriate in order to distinguish the Lease Revenue Bonds from other series of revenue bonds issued by the Port Authority.

(b) Book-Entry System. If so specified in the Certificate of Award, the Lease Revenue Bonds shall initially be issued to a Depository for use in a Book-Entry System and, if and as long as a Book-Entry System is utilized, (i) the Lease Revenue Bonds may be issued in the form of a single, fully registered Lease Revenue Bond representing each maturity and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the book entry interest owners of Lease Revenue Bonds in Book-Entry Form shall not have any right to receive Lease Revenue Bonds in the form of physical securities or certificates; (iii) ownership of book entry interests in Lease Revenue Bonds in Book-Entry Form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Lease Revenue Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Port Authority.

(c) Interest Rates and Principal Maturities. The outstanding principal amount of the Lease Revenue Bonds, including the portion of that principal amount representing one or more advances of funds by the Original Purchaser to pay costs of the Project, shall bear interest at the

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rates per annum, payable, unless interest is to be accumulated and paid at maturity, on each Interest Payment Date, in accordance with the Certificate of Award and the Bond Purchase Agreement, from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date that such principal amount has been outstanding; provided that no rate of interest therein specified shall exceed the maximum rate of interest allowed by the laws of the State, and all Lease Revenue Bonds shall have been retired not later than December 31, 2061. In the Certificate of Award, the Executive shall fix the principal amount of the Lease Revenue Bonds to be issued, which shall be the principal amount rounded to the next highest whole multiple of $1,000, but not in excess of $35,000,000, that will provide the moneys necessary to pay costs of the Project and costs of issuance of the Lease Revenue Bonds and the moneys required to make the deposits and payments required as capitalized interest, if any, to be made from the Lease Revenue Bond proceeds as set forth in the Certificate of Award.

(d) Certificate of Award. The Executive and the Fiscal Officer, together or individually, are hereby authorized to execute and deliver the Certificate of Award. The Certificate of Award shall fix the maturity or maturities and the mandatory and optional redemption provisions of the Lease Revenue Bonds so as to provide to the Port Authority the lowest feasible interest cost but within the amount that is reasonably expected to be realized from payments under the Lease. Other terms of the Lease Revenue Bonds may be specified in the Certificate of Award. All matters determined in the Certificate of Award, as the same may be amended or supplemented, shall be conclusive and binding.

(e) Execution. The Lease Revenue Bonds shall be signed by the Executive and Fiscal Officer in their official capacities, provided that such signatures may be facsimiles.

Section 4. Sale of the Lease Revenue Bonds. The Lease Revenue Bonds shall be awarded and sold to the Original Purchaser designated in the Certificate of Award at a purchase price equal to the principal amount of the Lease Revenue Bonds payable and advanced from time to time by the Original Purchaser in accordance with this Bond Legislation and the Bond Purchase Agreement. It is determined by this Legislative Authority that the price for and the terms of the Lease Revenue Bonds, and the sale of the Lease Revenue Bonds, including the manner for paying the purchase price and advancing the proceeds of the Lease Revenue Bonds, all as provided in this Bond Legislation and the Bond Purchase Agreement, are in the best interests of the Port Authority and are in compliance with all legal requirements.

The Executive and the Fiscal Officer are directed to make the necessary arrangements on behalf of the Port Authority to establish the date, location, procedure and conditions for the delivery of the Lease Revenue Bonds to the Original Purchaser. Those officers are further directed to take all actions necessary to effect due execution, authentication and delivery of the Lease Revenue Bonds under the terms of this Bond Legislation and the Bond Purchase Agreement.

Section 5. Application of Proceeds of the Lease Revenue Bonds. The proceeds of the sale of the Lease Revenue Bonds are hereby appropriated, and shall be allocated and disbursed for the Project Purposes and in accordance with the Bond Purchase Agreement. Without limiting

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the generality of the foregoing, any fees or other charges payable pursuant to the Bond Purchase Agreement in connection with the issuance and sale of the Lease Revenue Bonds including, without limitation, any fees of counsel to the Port Authority or any fees of the Original Purchaser, may be paid, and proceeds of the sale of the Lease Revenue Bonds are hereby appropriated for that purpose.

Section 6. Security for the Lease Revenue Bonds. The Lease Revenue Bonds shall be payable solely from the Pledged Revenues and shall be secured equally and ratably by an assignment of and a lien on (A) the Pledged Revenues, and (B) if it is determined in the Certificate of Award to execute and deliver the Indenture in connection with the issuance of the Lease Revenue Bonds, any property subject to the lien of the Indenture, or such other collateral as may from time to time be assigned in accordance with the Bond Purchase Agreement or any Collateral Documents; provided, however, that any assignment of or lien on any fund, account, receivables, revenues, money or other intangible property shall be limited to the rights of the Port Authority in and to such collateral and shall be valid and enforceable only to the extent permitted by law.

In accordance with the Act, all Pledged Revenues are immediately subject to the lien of this pledge upon their receipt by the Port Authority.

Nothing in the Bond Legislation or any of the Operative Documents shall constitute a general obligation, debt or bonded indebtedness or a pledge of the faith and credit of the Port Authority, the State or any other political subdivision of the State; the general resources of the Port Authority shall not be required to be used, nor the general credit of the Port Authority pledged, for the performance of any duty under this Bond Legislation or the Operative Documents; and nothing therein gives the Holders of the Lease Revenue Bonds, and they do not have, the right to have excises or taxes levied by this Legislative Authority, or by the State or the taxing authority of the Port Authority or of any other political subdivision of the State, for the payment of principal of, redemption premium, if any, and interest on the Lease Revenue Bonds, but the Lease Revenue Bonds are payable solely from the Pledged Revenues, and each Lease Revenue Bond shall contain a statement to that effect; provided, however, that nothing in this Bond Legislation shall be deemed to prohibit the Port Authority, of its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of this Bond Legislation or the Lease Revenue Bonds.

Section 7. Obligations of Port Authority. The Port Authority, by issuance of the Lease Revenue Bonds, agrees with the Holders of the Lease Revenue Bonds, that:

(a) Use of Proceeds. The Port Authority shall use, or cause to be used, the proceeds of the Lease Revenue Bonds to (i) pay costs of the Project, (ii) pay costs of issuance of the Lease Revenue Bonds, and (iii) to make the deposits and payments required as capitalized interest, if any, to be made from the Lease Revenue Bond proceeds as set forth in the Certificate of Award.

(b) Segregation of Funds. The Port Authority will segregate, for accounting purposes, the Pledged Revenues from all other revenues and funds of the Port Authority.

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(c) Transcript of Proceedings. The Fiscal Officer, or other appropriate officer of the Port Authority, will furnish or cause to be furnished to the Original Purchaser a true transcript of proceedings of all proceedings had with reference to the issuance of the Lease Revenue Bonds, together with such information from the Port Authority’s records as is necessary to determine the regularity and validity of such issuance.

(d) Further Actions and Delivery of Instruments. The Port Authority will, at any and all times, cause to be done all such further acts and things and cause to be executed and delivered all such further instruments as may be necessary to carry out the purpose of the Lease Revenue Bonds and the Bond Legislation or as may be required by the Act and will comply with all requirements of law applicable to the Lease Revenue Bonds.

(e) Observance and Performance of Agreements and Obligations. The Port Authority will observe and perform all its agreements and obligations provided for by the Operative Documents and this Bond Legislation. All of the obligations under this Bond Legislation are hereby established as duties specifically enjoined by law and resulting from an office, trust or station upon the Port Authority within the meaning of Section 2731.01, Ohio Revised Code.

Section 8. Operative Documents. To secure the payment of the Bond Service Charges on the Lease Revenue Bonds as the same shall become due and payable and the performance of the Port Authority as provided in this Bond Legislation, the Lease Revenue Bonds, the Bond Purchase Agreement, the Indenture, the Mortgage, the Construction Manager At-Risk Agreement, and any Collateral Documents, and to provide for the sale of the Lease Revenue Bonds, the Executive, the Fiscal Officer, or either of them is hereby authorized and directed, for and in the name of the Port Authority and on its behalf, to execute and deliver the Operative Documents, all with the terms substantially similar to those provided in the Term Sheet, with such modifications as are necessary to conform to this Bond Legislation. The terms of the Term Sheet are hereby approved. The terms of the aforesaid documents are hereby approved with such changes as are not inconsistent with this Bond Legislation and not substantially adverse to the Port Authority and which are permitted by the Act and shall be approved by the officers executing those documents. The approval of such changes, and that such changes are not substantially adverse to the Port Authority, shall be conclusively evidenced by the execution of those documents by those officials.

Section 9. Other Documents and Consents. The Executive, the Fiscal Officer, or either of them, is authorized to execute any documents, certifications, financing statements, assignments, agreements, and instruments that are necessary or appropriate to consummate the transactions and perfect the assignments contemplated in this Bond Legislation and the Operative Documents.

Section 10. Acquisition and Construction. It is hereby determined by this Legislative Authority that the acquisition of the real property on which the Project will be located, and the acquisition, construction, equipping, installation, and improvement of the Project, shall be undertaken by the Developer pursuant to the Operative Documents. The Construction Manager At-Risk Agreement shall designate the Developer as the construction manager at-risk or

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construction agent for the Port Authority and shall authorize the Developer to enter into such contracts and agreements with such other contractors or construction managers as the Developer may determine are necessary to acquire, construct, equip, install, and improve the Project.

Section 11. Severability. Each section of this Bond Legislation and each subdivision or paragraph of any section of each section of this Bond Legislation is hereby declared to be independent and the finding or holding of any section or any subdivision or paragraph of any section to be invalid or void shall not be deemed or held to affect the validity of any other section, subdivision or paragraph of this Bond Legislation.

Section 13. Compliance with Open Meeting Law. It is found and determined that all formal actions of this Legislative Authority concerning and relating to the adoption of this Bond Legislation were taken in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with the law.

Section 14. Effective Date. This Bond Legislation shall be in full force and effect upon its adoption.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

89 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (B) 1

Consider Ohio Environmental Protection Agency Diesel Mitigation Grant and Purchase and Installation of Electric Vehicle Charging Equipment in Downtown Garages

In September 2020, the Port Authority applied for $45,000 in funding under the

Diesel Mitigation Trust Grant Program through the Ohio Environmental Protection Agency

for the purpose of acquiring and installing electric vehicle charging equipment in the

Vistula, Port Lawrence, and Superior Parking garages in downtown Toledo. Specifically,

the project involves installing in each garage one, level-two dual port charging station with

two connections for two publicly accessible electrical vehicle parking spaces. The

estimated cost for the equipment and installation for each unit is $15,665, and the

maximum grant amount for each unit is $15,000.

On March 8, 2021, the Port Authority was notified by the OEPA that the Port

Authority would be awarded the fully requested amount of $45,000. ParkSmart and/or the

Port Authority would fund from the operating budget any delta between the allotted grant

funds and the final actual cost to acquire and install the equipment .

The Planning & Operations Committee recommends adoption of the following

resolution authorizing the President to accept the grant funds and to acquire and install

the charging equipment in compliance with the grant terms and the Port Authority’s

contracting procedures.

90 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (B) 1

RESOLUTION NO. _____

AUTHORIZING OHIO ENVIRONMENTAL PROTECTION AGENCY DIESEL MITIGATION GRANT AND PURCHASE AND INSTALLATION OF ELECTRIC VEHICLE CHARGING EQUIPMENT IN DOWNTOWN GARAGES

WHEREAS, the Port Authority applied for $45,000 under the Diesel Mitigation Trust Grant Program through the Ohio Environmental Protection Agency (the “Grant”) for the purpose of acquiring and installing electric vehicle charging equipment in the Vistula, Port Lawrence, and Superior Parking garages (the “Project”) in downtown Toledo, which Grant has been awarded; and

WHEREAS, the estimated cost for the equipment and installation for each unit is $15,665, and the maximum grant amount for each unit is $15,000;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the grant from the Ohio Environmental Protection Agency, through its Diesel Mitigation Trust Grant Program, be and hereby is accepted.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute an agreement with Ohio Environmental Protection Agency for the Project in the amount of Forty- Five Thousand Dollars ($45,000), which agreement shall include such terms and conditions as the President deems necessary or appropriate.

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute such agreements as necessary to acquire and install electric vehicle charging equipment in the Vistula, Port Lawrence, and Superior Parking garages, provided the Port Authority’s standard quote and bidding procedures are followed, and which agreements shall include such terms and conditions as the President deems necessary or appropriate.

That any delta between the Grant and the final costs of the Project shall be paid by ParkSmart and/or the Port Authority.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

91 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 1

Consider Community Economic Development Initiative Grant to Friends of Lucas County Children Services

The Port Authority Board of Directors appropriated $350,000 of proceeds from the

property tax levy for the purpose of providing funds to economic development projects

undertaken by eligible, neighborhood-based organizations in Lucas County.

An application has been submitted by the Friends of Lucas County Children

Services, a 501(c)3 organization, for a grant in the amount of $25,000 for the re-design

and renovations of the Outdoor Family Visits Center at LCCS offices located at 705

Adams St., Toledo, OH. A re-design of the outdoor space would make better use of the

space and accommodate more families. The renovations would address the need for

space, fix safety and American with Disabilities Act compliance issues, and provide an

accessible, inclusive outdoor space for hundreds of children and families.

This project would create 15-20 temporary construction jobs and three LCCS visit

monitors. The project has received letters of recommendation from The Ability Center,

the Lucas County Board of Developmental Disabilities, the Lucas County Commissioners,

and the Lucas County Health Department.

The Government, Community & Human Relations Committee recommends

adoption of the following resolution authorizing a grant for $25,000 to Friends of Lucas

County Children Services from previously appropriated Property Tax funds for eligible

costs.

92 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 1

RESOLUTION NO. _____

AUTHORIZING COMMUNITY ECONOMIC DEVELOPMENT INITIATIVE GRANT FOR FRIENDS OF LUCAS COUNTY CHILDREN SERVICES

WHEREAS, pursuant to Resolution No. 63-20, the Port Authority Board of Directors appropriated $350,000 of proceeds from the property tax levy for the purpose of providing funds to economic development projects undertaken by eligible, neighborhood-based organizations in Lucas County; and

WHEREAS, a request has been submitted for a grant in the amount of $25,000 by Friends of Lucas County Children Services (“LCCS”), a 501(c)3 organization, for the re-design and renovations of the Outdoor Family Visits Center at its offices located at 705 Adams St., Toledo, OH;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute an agreement with Friends of Lucas County Children Services, for a grant in the amount of $25,000 or the re-design and renovations of the Outdoor Family Visits Center at LCCS offices located at 705 Adams St., Toledo, OH, which agreement shall include such terms and conditions as the President deems necessary or appropriate.

That the grant shall be paid from the Property Tax Fund as previously appropriated.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

93 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 1a

Exhibit D

94 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 1a

95 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 1a

96 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 2

Consider Community Economic Development Initiative Grant to The First Tee of Lake Erie

The Port Authority Board of Directors appropriated $350,000 of proceeds from the

property tax levy for the purpose of providing funds to economic development projects

undertaken by eligible, neighborhood-based organizations in Lucas County.

An application has been submitted by The First Tee of Lake Erie, a 501(c)3

organization, for a grant in the amount of $25,000 to fund a Youth Leadership Center with

a golf course, introducing the game of golf and its inherent values to youth. The golf

course would include an adaptable golf practice facility that can be tailored daily to the

age and skill of participants. The Youth Center would be located at 4450 Hill Ave., Toledo,

OH 43615. The Youth Center would support youth as they explore core values,

interpersonal skills, setting goals and dreams, conflict resolution, and planning for the

future.

Approximately 3,000 children ages of five to 18 live within a 1.5-mile radius of the

new facility. Eighty-eight percent of those children are on a free or reduced school lunch

program. The First Tee of Lake Erie is partnering with the Boys & Girls Club and

ProMedica with a shared vision of positively impacting the young people living in this

region. This project would create 15 new jobs.

The Government, Community & Human Relations Committee recommends

adoption of the following resolution authorizing a grant for $25,000 to The First Tee of

Lake Erie from previously appropriated Property Tax funds for eligible costs.

97 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 2

RESOLUTION NO. _____

AUTHORIZING COMMUNITY ECONOMIC DEVELOPMENT INITIATIVE GRANT FOR THE FIRST TEE OF LAKE ERIE

WHEREAS, a request has been submitted for a grant in the amount of $25,000 by The First Tee of Lake Erie, a 501(c)3 organization, to fund a Youth Leadership Center with a golf course, introducing the game of golf and its inherent values to youth, at 4450 Hill Ave., Toledo, OH 43615;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority:

That the President as Secretary and Fiscal Officer be and hereby is authorized to execute an agreement with The First Tee of Lake Erie, for a grant in the amount of $25,000 to fund a Youth Leadership Center with a golf course at 4450 Hill Ave., Toledo, OH 43615, which agreement shall include such terms and conditions as the President deems necessary or appropriate.

That the grant shall be paid from the Property Tax Fund as previously appropriated.

Approved: ______Sharon Speyer, Chair Yeas: ______Nays: Thomas J. Winston, Secretary

98 March 25, 2021 Meeting of the Board of Directors Agenda Item VII (C) 2a

Exhibit E

99 March 25, 2021