TOLEDO-LUCAS COUNTY PORT AUTHORITY

Meeting of the Board of Directors

One Maritime Plaza, 2nd Floor, Classrooms A & B

January 28, 2016

I. Pledge of Allegiance Page No.

II. Roll Call

III. Approve Minutes of Meeting: December 17, 2015 3 - 10

IV. Public Comment Period

V. Report and Communications from the Chair: James M. Tuschman

A. Presentation by Dr. Anand Argawal, Professor of Bioengineering, University of Toledo, "Emerging Medical Technologies"

B. Nomination of Officers 11

C Presentation in Honor of Nadeem S. Salem

VI. Report by the President & CEO: Paul L. Toth, Jr.

A. Consider Formation and Agreement with ARG Services, Inc. 12 - 15

B. Report Regarding Acquisition of Goods, Equipment, Material, and 16 - 17 Services for Quarter Ending December 31, 2015

C. 2015 Year-end Review of Marketing and Community Outreach by Holly J. Kemler, Manager of Communications

VII. Recommendations and Reports from Standing Committees and Divisions

A. Finance Committee: John S. Szuch, chair

1. Consider Expenditures through December 31, 2015 18 - 29

2. Consider Additional Appropriation for Airport Grant 30 - 31 Reimbursement Projects

3. Financing Programs Dashboard 32

4. BetterBuildings Progress Report 33

5. Northwest Ohio Bond Fund Trustee Report 34

B. Facilities & Development Committee: William J. Carroll, chair

1. Consider Lease with Crosswinds Leasing at Two Maritime 35 – 37 Plaza

2. Consider Sale of Land at 9750 Garden Road 38 – 39

3. Consider Application from International Automotive 40 - 41 Components Group NA, Inc. for Inclusion in Foreign Trade Zone #8

4. 2015 Year-end Review of Facilities and Development

C. Airport Committee: Jerry Chabler, chair

1. Statistics 42 - 43

D. Seaport / Surface Transportation Committee: A. Bailey Stanbery, chair

1. Seaport Statistics 44

E. Human Resources & Community Relations Committee: Andrea R. Price, chair

1. Consider Agreement with Ohio Patrolmen’s Beneficial 45 - 46 Association

2. Consider Succession Plan Policy 47 – 52

3. Diversified Contractors Accelerator Program (DCAP) Report 53

VIII. Other Business

A. 1. Report from Mission and Board Structure Committee by Dr. Lloyd A. Jacobs

IX. Adjournment

3

TOLEDO-LUCAS COUNTY PORT AUTHORITY

Meeting of the Board of Directors

December 17, 2015

The Pledge of Allegiance was recited.

ROLL CALL

The tenth meeting in 2015 of the Toledo-Lucas County Port Authority Board of Directors was called to order at 8:00 a.m. on Thursday, December 17, 2015, at One Maritime Plaza, 2nd Floor, Classrooms A and B, Toledo, Ohio.

The following members were present: Chairman Nadeem S. Salem, Vice Chairman James M. Tuschman, Directors William J. Carroll, Jerry Chabler, Bernard H. Culp, Dr. Lloyd A. Jacobs, Andrea R. Price, Sharon Speyer, A. Bailey Stanbery, and John S. Szuch.

The following members were absent: Directors G. Opie Rollison, George Tucker, and Baldemar Velasquez.

APPROVE MINUTES OF MEETING OCTOBER 22, 2015

The minutes of the meeting of October 22, 2015 were presented for approval, copies having been distributed in advance to all directors. On motion by Director Salem and seconded by Director Tuschman, and unanimously carried, the minutes were approved as submitted.

PUBLIC COMMENT PERIOD

Chairman Salem requested comments from the public. Hearing none, he proceeded with the order of business.

REPORTS AND COMMUNICATIONS FROM THE CHAIR: NADEEM S. SALEM

Chairman Salem reported that it was fun working with the Board and staff this past year in his role as chair. Chairman Salem reported that an ad hoc committee to review the mission statement, chaired by Director Jacobs, was established. Meetings had already taken place and a draft report is due in January 2016. Chairman Salem reported that the 2016 committee meeting dates for January would be released today.

REPORT FROM BOARD OFFICER NOMINATING COMMITTEE

Director Carroll, Nominating Committee chair, expressed his thanks to Directors Speyer and Culp for their efforts with the nominations and presented the Committee’s recommendation for chair and vice chair of the board for a one-year term commencing January 1, 2016.

The Nominating Committee recommended the following slate of officers: 4

Chair: James M. Tuschman

Vice Chair: John S. Szuch

After discussion, on motion of Director Salem, seconded by Director Jacobs, and unanimously carried, the 2016 chair and vice chair for the Port Authority board of directors was approved.

REPORT BY THE PRESIDENT & CEO: PAUL L. TOTH, JR.

Paul L. Toth, Jr., President & CEO, reported that the fourth new market tax credit application had been submitted by the Port Authority. Mr. Toth acknowledged Teresa Smith, Laurie Cantrell, Joe Bajas, Getro Jean-Claude and Thomas Winston for their efforts in this endeavor. Mr. Toth also reported that the Port Authority received a letter of support from American Airlines for an extension regarding the $750,000 grant for Small Community Air Service Development. Mr. Toth reported that construction is underway for the Amtrak/Greyhound consolidation at Dr. Martin Luther King, Jr. Plaza. He gave special thanks to Dawn Wenk and Joe Cappel for their work on the project. Mr. Toth reported that the Transpiration Security Administration audit was clean and acknowledged Eric Miller for his lead on the audit. Mr. Toth reported that the U.S. Customs & Border Protection facility is under construction at Toledo Express Airport with a 90-day deadline. Mr. Toth reported further that the Federal Aviation Administration provided a letter to the Port Authority indicating the possibility that 68% of the project could be eligible for funding.

RECOMMENDATIONS AND REPORTS FROM STANDING COMMITTEES AND DIVISIONS

FINANCE COMMITTEE

CONSIDER EXPENDITURES THROUGH NOVEMBER 30, 2015

Director Szuch, Finance Committee chair, reported that the operating budget through November 2015 shows $1,032,000 excess operating revenue over operating expenses. This is ahead of the budgeted deficit by $1,501,000.

After discussion, on motion by Director Szuch, seconded by Director Chabler, and unanimously carried, the expenditures through November 2015 were approved as submitted.

CONSIDER OPERATING BUDGET FOR 2016 AND MAKING ANNUAL APPROPRIATIONS FOR 2015 EXPENSES

Director Szuch presented two resolutions regarding the 2016 operating budget. He noted that the first resolution authorizes the 2016 Operating Budget and the second resolution appropriates the funds for the budget.

The Finance Committee recommended adoption of both resolutions by separate vote. 5

After discussion, on motion by Director Szuch, seconded by Director Tuschman, and unanimously carried,

RESOLUTION NO. 47-15

Authorizing Operating Budget for 2016 and Making Annual Appropriation for Current Expenses was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

After discussion, on motion by Director Szuch, seconded by Director Chabler, and unanimously carried, RESOLUTION NO. 48-15

Authorizing Annual Appropriations for Current Expenses was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

CONSIDER ISSUANCE OF REFUNDING BONDS FOR OBLATES OF ST. FRANCIS DE SALES HIGH SCHOOL, INC. (Not to Exceed $5,500,000)

Director Szuch reported that the Port Authority previously issued its Variable Rate Demand Economic Development Revenue Bonds, Series in the aggregate principal amount of $9,000,000, the proceeds of which were loaned to Oblates of St. Francis De Sales High School, Inc. to finance the acquisition and construction of the expansion and renovation of its facilities located in Toledo, Ohio

The Finance Committee recommended adoption of a resolution to authorize the issuance of bonds in an amount not to exceed $5,500,000, the proceeds of which to be loaned to St. Francis to refund and retire the prior bonds.

After discussion, on motion by Director Szuch, seconded by Director Stanbery, and unanimously carried, RESOLUTION NO. 49-15

Authorizing the Issuance and Sale of a Maximum Aggregate Principal Amount of $5,500,000 of Variable Rate Demand Economic Development Revenue Refunding Bonds, Series 2016(St. Francis de Sales High School), in One or More Series, for the Purposes of Financing and/or Refinancing Costs of “Port Authority Facilities” within the Meaning of Ohio Revised Code, Section 4582.01 for the Use of St. Francis de Sales High School; Authorizing the Execution and Delivery of a Bond Purchase Agreement, a Loan Agreement, an Assignment; and Approving Related Matters

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

6

FINANCING PROGRAMS DASHBOARD

Director Szuch presented the Financing Programs Dashboard.

BETTERBUILDINGS NORTHWEST OHIO PROGRESS REPORT

Director Szuch reported on recent and current projects being undertaken by the BetterBuildings Northwest Ohio program.

NORTHWEST OHIO BOND FUND TRUSTEE REPORT

Director Szuch presented the Northwest Ohio Bond Fund Trustee report.

FACILITIES AND DEVELOPMENT COMMITTEE

CONSIDER LEASE WITH HARRIS, RENY & TORZEWSKI AT TWO MARITIME PLAZA

Director Tuschman, Facilities and Development Committee chair, reported that a lease agreement has been negotiated with the firm of Harris, Reny & Torzewski for approximately 4,170 square feet of office space on the third floor of Two Maritime Plaza, subject to the approval of the board. The proposed term of this lease is two years with two additional option terms of two years each, provided the conditions of the lease are being met. The proposed rental rate for the initial term is $12.00 per square foot. The rental rate for the first optional term is $14.00 per square foot and $16.00 per square foot for the second optional term.

The Facilities and Development Committee recommended adoption of a resolution authorizing the President to enter into a lease agreement with Harris, Reny & Torzewski based on the terms detailed above.

After discussion, on motion by Director Tuschman, seconded by Director Carroll, and unanimously carried, RESOLUTION NO. 50-15

Authorizing Lease with Harris, Reny & Torzewski at Two Maritime Plaza

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

CONSIDER REPLACEMENT LEASE AGREEMENT WITH AMTRAK AT DR. MARTIN LUTHER KING, JR. PLAZA

Director Tuschman reported that Greyhound Lines, Inc. has contacted the Port Authority with interest in moving from its current facility at 811 Jefferson Avenue in downtown Toledo to a shared space with Amtrak at Dr. Martin Luther King, Jr. Plaza. Greyhound and Amtrak have been co-locating facilities across the United States to make travel more convenient for passengers and to share costs associated with operating and maintaining their facilities. Amtrak’s current lease agreement extends through May 31, 2016 and must be terminated prior to entering into a replacement agreement that would 7

reallocate some of Amtrak’s exclusive space into common space and exclusive space for Greyhound.

The Facilities and Development Committee recommended adoption of a resolution authorizing the President to terminate the existing lease agreement with Amtrak and to enter into a replacement lease agreement with Amtrak based on the terms detailed above.

After discussion, on motion by Director Tuschman, seconded by Director Stanbery, and unanimously carried,

RESOLUTION NO. 51-15

Authorizing Replacement Lease Agreement with Amtrak at Dr. Martin Luther King, Jr. Plaza was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

CONSIDER LEASE AGREEMENT WITH GREYHOUND LINES, INC. AT DR. MARTIN LUTHER KING, JR. PLAZA

Director Tuschman reported that Greyhound Lines, Inc. has contacted the Port Authority with interest in moving from its current facility at 811 Jefferson Avenue in downtown Toledo to a space shared with Amtrak at Dr. Martin Luther King, Jr. Plaza. Greyhound and Amtrak have been co-locating facilities across the United States to make travel more convenient for passengers and to share costs associated with operating and maintain their facilities. A lease agreement with Greyhound has been negotiated for 750 square feet of exclusive space located on the first floor of Dr. Martin Luther King, Jr. Plaza, subject to the approval of this board.

The Facilities and Development Committee recommended adoption of a resolution authorizing the President to enter into a lease agreement with Greyhound Lines, Inc. based on the terms detailed above.

After discussion, on motion by Director Tuschman, seconded by Director Stanbery, and unanimously carried,

RESOLUTION NO. 52-15

Authorizing Lease Agreement with Greyhound Lines, Inc. at Dr. Martin Luther King, Jr. Plaza was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

CONSIDER ESTABLISHMENT OF SUBWAY FRANCHISE AT DR. MARTIN LUTHER KING, JR. PLAZA

Director Tuschman reported that during recent lease negotiations, Greyhound and Amtrak both expressed interest in providing bus and rail passengers with enhanced 8

food and beverage options at Dr. Martin Luther King, Jr. Plaza. As a result, the Port Authority asked Humphries Development, the regional agent for Subway, for a proposal to establish a Subway franchise at the Plaza.

The Facilities and Development Committee recommended adoption of a resolution authorizing the establishment of a Subway franchise at Dr. Martin Luther King, Jr. Plaza and appropriating up to $200,000 from Port Authority Reserves for interior construction costs, the acquisition of necessary equipment, and to pay the necessary franchise fees required to open a new Subway location.

After discussion, on motion by Director Tuschman, seconded by Director Stanbery, and unanimously carried,

RESOLUTION NO. 53-15

Authorizing Establishment of Subway Franchise at Dr. Martin Luther King, Jr. Plaza

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

AIRPORT COMMITTEE

CONSIDER 2016 LEASING POLICY AND RATES AND CHARGES

Director Chabler, Airport Committee chair, reported that in 2008, the board adopted a Leasing Policy and Rates and Charges that provided guidance when leasing facilities at Toledo Express Airport and Toledo Executive Airport. The board’s stated intent was to ensure that good business practices are employed on a fair, consistent, and non-discriminatory basis, while, at the same time, establishing a rent and fee structure that advances the goal of financial self-sustainability of the Airport system.

The Airport Committee recommended adoption of a resolution approving the 2016 Leasing Policy and Rates and Charges for Toledo Express Airport and Toledo Executive Airport with no changes.

After discussion, on motion by Director Chabler, seconded by Director Tuschman, and unanimously carried,

RESOLUTION NO. 54-15

Authorizing 2016 Leasing Policy and Rates and Charges for Toledo Express Airport and Toledo Executive Airport was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

TOLEDO EXPRESS AIRPORT STATISTICS

Director Chabler presented the Toledo Express Airport Statistics.

9

SEAPORT / SURFACE TRANSPORTATION COMMITTEE

SEAPORT STATISTICS AND AMTRAK RIDERSHIP

Director Stanbery presented the Seaport Statistics and Amtrak Ridership report.

HUMAN RESOURCES AND COMMUNITY RELATIONS COMMITTEE

CONSIDER COMMUNITY ECONOMIC DEVELOPMENT INITIATIVE GRANT FOR THE 22ND CENTURY COMMITTEE

Director Price, Human Resources and Community Relations chair, reported that a request has been submitted by The 22nd Century Committee for a grant in the amount of $35,000 to help fund the hiring of a master planning consulting firm to engage the community in an urban planning effort for downtown Toledo.

The Human Resources and Community Relations committee recommended adoption of a resolution authorizing a grant agreement with the 22nd Century Committee to fund the hiring of a master planning consulting firm for downtown Toledo.

After discussion, on motion by Director Price, seconded by Director Tuschman, and unanimously carried,

RESOLUTION NO. 55-15

Authorizing Community Economic Development Initiative Grant for The 22nd Century Committee was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority.

DIVERSIFIED CONTRACTORS ACCELERATOR PROGRAM (DCAP) REPORT

Director Price reported that the Port Authority accepted another participant into the Diversified Contractors Accelerator Program, Smith Electronics and Alarm, LLC. The current total is 45 participants. Capital Requests in the amount of $46,105 have been approved since last update. Recognition efforts are underway for the 5-year anniversary of December 2010 program launch. Approvals to date: $3,200,084.

EXECUTIVE SESSION PURSUANT TO OHIO REVISED CODE SECTION 121.22(G)(3)

Chairman Salem requested a motion to meet in executive session pursuant to Ohio Revised Code 121.22(G) (3). Upon motion by Director Tuschman, seconded by Director Jacobs, Chairman Salem requested a roll call vote which was recorded as follows: Jacobs, yes; Price, yes; Carroll, yes; Stanbery, yes; Salem, yes; Tuschman, yes; Szuch, yes; Chabler, yes; Culp, yes; Speyer, yes. The motion passed.

10

Chairman Salem requested that Dawn Wenk, General Counsel, Thomas Winston, V.P. Administration and Chief Financial Officer, Steve Arnold, Airports Director, and Michael Bragg of Spengler Nathanson, remain during the session.

EXECUTIVE SESSION PURSUANT TO OHIO REVISED CODE SECTION 121.22 (G)(4)

Chairman Salem requested a motion to meet in executive session pursuant to Ohio Revised Code 121.22 (G) (4. Upon motion by Director Tuschman, seconded by Director Jacobs, Chairman Salem requested a roll call vote which was recorded as follows: Jacobs, yes; Price, yes; Carroll, yes; Stanbery, yes; Salem, yes; Tuschman, yes; Szuch, yes; Chabler, yes; Culp, yes; Speyer, yes. The motion passed.

Chairman Salem requested that Dawn Wenk, General Counsel, Thomas Winston, V.P. Administration and Chief Financial Officer, and Steve Arnold, Airport Director, remain during the session.

Chairman Salem requested a motion to adjourn the Executive Session and return to the regular meeting. Following a motion by Director Tuschman, seconded by Director Carroll, and unanimously carried, Chairman Salem stated that no action was taken at the executive session.

ADJOURN

There being no further business, the meeting adjourned at 9:55 a.m.

11

Board of Directors

January 28, 2016

Agenda Item V (B) – Nomination of Officers

Last month, the Board of Directors appointed the Chairman and Vice Chairman of the Board of Directors. It is now necessary to consider the remaining slate of officers to serve for a one-year term commencing January 1, 2016, as follows:

Chair: James M. Tuschman

Vice Chair: John S. Szuch

Secretary & Fiscal Officer: Paul L. Toth, Jr.

Assistant Secretary & Fiscal Officers: Dawn M. Wenk Thomas J. Winston

Assistant Secretary & Fiscal Officer for Bond Programs, Ohio 166, SBA 504 Joseph E. Bajas and Grant Programs purposes only: Lorraine M. Cantrell

12

Board of Directors

January 28, 2016

Agenda Item VI (A) - Authorizing the Formation of ARG Services, Inc. and Appointing Directors; Authorizing an Agreement between the Port Authority and ARG Services, Inc.; and Approving Related Matters

BX Acquisitions (“BXA”) effectively ceased business operations at One Air

Cargo Parkway on Friday, January 22, 2016. In order to retain the existing operations at the facility, the Port Authority has formed ARG Services, Inc., a non-profit corporation, to assume the contracts between BXA and its three customers. The articles of incorporation and the appointment of a statutory agent have been filed with the

Secretary of State. Three employees of BXA have agreed to work for ARG Services to carry out the daily tasks of the operation and BXA has agreed to cooperate with ARG

Services as necessary to transition the services. ARG Services will manage the facility on behalf of the Port Authority, similar to the role previously performed by BXA, however with more oversight by the Port Authority.

As the sole member of ARG Services, the Port Authority must appoint the five directors of ARG Services, who will serve two year terms. It is recommended that the following individuals be appointed to Board of Directors:

- Paul L. Toth, Jr. - Thomas J. Winston - Dawn M. Wenk - Stephen L. Arnold - Joseph W. Cappel

ARG Services will be the contracting party for customer agreements and will carry out the daily tasks associated with those agreements. The Port Authority will pay 13

all costs associated with the facility, such as utilities and security, and will oversee ARG

Services, including the coordination of annual audits, preparation of legislation and minutes for the Board of Directors, legal compliance, etc. It is recommended that ARG

Services have a rolling six month agreement, with the ability of either party to terminate the agreement for any reason with 60 days notice. In consideration of its operations at

One Air Cargo Parkway and in exchange for the Port Authority’s administrative services to ARG Services, ARG Services will pay to the Port Authority an amount that is equal to its net profit for each calendar year, not to exceed $2.25 million. 14

RESOLUTION NO. ______

Authorizing the Formation of ARG Services, Inc. and Appointing Directors; Authorizing an Agreement between the Port Authority and ARG Services, Inc.; and Approving Related Matters

WHEREAS, BX Acquisitions (“BXA”) effectively ceased its business operations at One Air Cargo Parkway (the “Facility”) on January 22, 2016; and

WHEREAS, the Toledo-Lucas County Port Authority filed with the Secretary of State of the State of Ohio the articles of incorporation and the appointment of a statutory agent to form ARG Services, Inc., an Ohio non-profit corporation (“ARG Services”); and

WHEREAS, the Port Authority desires to enter into an Agreement with ARG Services for the ongoing operations at the Facility; and

WHEREAS, the Port Authority is a body corporate and politic duly organized and validly existing under the laws of the State of Ohio (the “State”), is governed by a Board, and is authorized and empowered, by virtue of the laws of the State, including, without limitation, Article VIII, Section 13 of the Ohio Constitution and Ohio Revised Code Chapter 4582 to take the actions set forth herein;

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

That the following persons be, and hereby are, appointed as members of the Board of Directors of ARG Services to serve until the next election of directors or until their successors are duly elected and qualified:

Paul L. Toth, Jr. Thomas J. Winston Dawn M. Wenk Stephen L. Arnold Joseph W. Cappel

That Paul L. Toth, Jr. be, and he hereby is, appointed as the initial Chairman of the Board of Directors of ARG Services.

That the President, Secretary and Fiscal Officer be and hereby is authorized to execute an agreement with ARG Services, Inc. for the operation of One Air Cargo Parkway, which agreement shall be in a form approved by Counsel with final terms approved by the President, and which shall contain the following terms and conditions:

15

• Term: Six (6) Months, with an “evergreen” extension provision not to exceed six (6) months, unless either party gives notice of termination with sixty (60) days notice;

• ARG Services shall be the contracting party to provide services at the Facility and shall employ the individuals necessary to carry out such contracts;

• The Port Authority will pay the costs associated with the Facility, including utilities, security, and maintenance;

• The Port Authority will provide administrative oversight to ARG Services, including coordination of annual audits, preparation of legislation and minutes for the Board of Directors, legal compliance, and related matters;

• In exchange for the opportunity to conduct operations at the Facility and for the Port Authority’s administrative services and general oversight responsibilities, ARG Services will pay to the Port Authority an amount that is equal to its net profit for each calendar year;

• ARG Services will be an independent contractor and responsible to obtain liability insurance and workers’ compensation coverage.

That any and all actions not incorporated within the foregoing resolutions taken by Port Authority officers, directors, or employees prior to the date hereof in connection with the incorporation and commencement of the business of ARG Services, Inc. be, and the same hereby are, in all respects adopted, approved, ratified and confirmed.

That the President, Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments or agreements necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments and agreements are in a form approved by Counsel and the terms of which have been approved by the President, to be conclusively evidenced by execution of any such instrument or agreement.

That there be and hereby is appropriated the sum of $50,000 from the Port Authority Reserve Fund to pay those costs for which ARG Services will be responsible and which amount shall be reimbursed to the Port Authority at the end of the calendar year, not to exceed $2.25 million.

Approved: ______Chairman Yeas: ______16

Board of Directors

January 28, 2016

Agenda Item VI (1) – Report of President Regarding Acquisition of Goods, Equipment, Materiel & Services for Quarter Ending December 31, 2015

The President reports quarterly on acquisitions made under Resolution No. 3-13

Costing $10,000 to $100,000 and paid with funds appropriated in existing budgets, for which all applicable legal requirements regarding bidding have been met, and for which no action is required by the Board:

October 2015 McClurg Environmental, Inc. 16,237.49 Landscaping Services at TEA

Toledo Elevator & Machine Co. 15,368.70 Annual Escalator Maint. and State Inspection at TEA

Ameribridge Services 24,436.00 Maintenance Repair Jetbridge at TEA

McClurg Environmental, Inc. 13,357.33 Landscaping Services at TEA

Avatar, LLC 10,000.00 Progress billing for new website

Monthly Total: 79,399.52

November 2015

R.W. Earhart Company 10,437.39 Fuel for Toledo Express Airport

Monthly Total: 10,437.39

17

December 2015

Brint Electric, Inc. 18,800.00 Transformer Replacement at TEA

Green Sweep, Inc. 18,442.39 Snow Control at TEA

Midwest Contracting, Inc. 19,400.00 6th Floor Renovations at One Maritime Plaza

Monthly Total: 56,642.39

Total for Quarter = $146,479.30

18

Board of Directors

January 28, 2016

Agenda Item VII (A) 1 - Consider Expenditures through December 2015

The preliminary close of the Operating Statements through December 2015 shows $1,597,000 excess operating revenue over operating expense. This is ahead of the 2015 budget by $1,478,000. Additional 2015 revenue and expenses are expected during the next two months and the final 2015 Operating Statements will be presented in

March.

Airport Division revenues were $4,197,000, which is $470,800 ahead of budget with parking lot, auto rental concession, building rent and miscellaneous revenue being the primary reasons. Airport expenses were $3,830,000, which is $597,000 under budget with all expense categories, but one coming in under budget. Seaport Division revenues were $1,549,000, which is under budget by $97,000, with Midwest Terminals of Toledo - International rent falling short of the budgeted amount and dredging revenue exceeding the budget. Seaport expenses were $471,000, which is under the budget by

$24,000. Facilities and Development Division revenues were $3,258,000, which is

$555,000 ahead of budget due to rental income, bond issuance and 504 fees.

Development Division expenses were $2,158,000, which is over budget by $122,000, primarily due to the unbudgeted operating costs associated with the purchase of Two

Maritime Plaza, which costs were offset by corresponding rent income. Administration

Division expenses were under budget by $50,000.

The Finance Committee recommends approval of the Expenditures through

December 2015. 19 Over 30 Days Aging Summary 12-31-15

11% 17% 11% 11% CBA, Inc

Midwest Terminals

4% Johnson Controls

Toledo Museum of Art

Van Deurzen Dairy

Other 46%

Weighted Days Outstanding 12-31-15

100%

90%

80%

70% Other

60% Van Deurzen Dairy

Toledo Museum of Art 50% Johnson Controls 40% Midwest Terminals CBA, Inc 30%

20%

10%

0% 31 - 60 61 - 90 > 90 TOTAL

Toledo-Lucas County Port Authority

Over 30 Days Aging Summary as of 12-31-2015

31 - 60 61 - 90 > 90 TOTAL % Total

CBA, Inc 17,597.41 17,597.41 10.96%

Midwest Terminals 17,960.00 0.00 17,960.00 11.18%

Johnson Controls 73,475.00 0.00 73,475.00 45.76%

Toledo Museum of Art 6,706.25 6,706.25 4.18%

Van Deurzen Dairy 8,750.00 8,750.00 0.00 17,500.00 10.90%

Other 16,943.05 10,399.28 27,342.33 17.03%

TOTAL 25,693.05 100,185.00 34,702.94 160,580.99 100% 20

Toledo-Lucas County Port Authority Monthly Budget Report - Executive Summary December 2015

10,000,000

9,000,000

8,000,000

7,000,000

6,000,000 2013 Actual

5,000,000 2014 Actual

4,000,000 2015 Actual 2015 Budget 3,000,000

2,000,000

1,000,000

- Revenues Expenses YTD Fund Balance

AIRPORT SEA PORT DEVELOPM ENT ADM IN TOTAL REVENUE 2013 Actual 4,150,085 1,584,746 2,858,885 8,593,716 2014 Actual 4,070,389 1,936,345 2,527,446 8,534,180 2015 Actual 4,197,049 1,549,380 3,258,125 9,004,554 2015 Budget 3,726,229 1,646,600 2,702,381 8,075,210

EXPENSES 2013 Actual 4,089,895 446,828 2,095,047 846,155 7,477,925 2014 Actual 4,394,967 466,288 1,890,484 996,536 7,748,275 2015 Actual 3,830,278 471,769 2,158,394 946,463 7,406,904 2015 Budget 4,427,242 496,240 2,036,078 996,377 7,955,937

Y-T-D FUND BALANCE - EXCESS (DEFICIT) 2013 Actual 60,190 1,137,918 763,838 (846,155) 1,115,791 2014 Actual (324,578) 1,470,057 636,962 (996,536) 785,904 2015 Actual 366,771 1,077,611 1,099,731 (946,463) 1,597,650 2015 Budget (701,013) 1,150,360 666,303 (996,377) 119,273 21 Total Operating Budget December 2015

2014 2015 2014 2015 2015 Over 2015 Actual Actual Actual Actual Budget (Under) Annual Month Month Y-T-D Y-T-D Y-T-D Budget Budget

Operating Revenues Rental under property leases 368,518 246,801 2,684,353 2,805,301 2,609,663 195,638 2,609,663 Airport landing area 89,089 65,564 510,207 482,948 505,248 (22,300) 505,248 Airport terminal area 201,280 126,536 1,985,950 1,888,234 1,857,541 30,694 1,857,541 BX Solutions Mgmt. Fee 500,000 450,000 500,000 500,000 500,000 - 500,000 Other rental and fee income (81,669) 658,841 2,068,725 2,844,761 2,432,805 411,956 2,432,805 Other income 647,770 69,351 742,736 447,877 122,000 325,877 122,000 Interest income 3,430 1,578 42,210 35,431 47,954 (12,523) 47,954 Total Operating Revenues 1,728,419 1,618,672 8,534,180 9,004,553 8,075,210 929,343 8,075,210

Operating Expenses Personnel (336,095) (286,541) (3,308,941) (3,305,769) (3,471,732) (165,963) (3,471,732) Marketing (383,148) (381,737) (646,564) (635,271) (650,001) (14,730) (650,001) Contractual services (134,425) (100,169) (1,484,181) (1,380,458) (1,543,254) (162,796) (1,543,254) Utilities (208,192) (94,409) (856,761) (916,952) (1,129,150) (212,198) (1,129,150) Repairs and maintenance (381,862) (135,389) (1,402,233) (1,050,239) (1,074,100) (23,862) (1,074,100) Other operating expenses (9,850) (4,662) (49,595) (44,351) (52,700) (8,349) (52,700) Cross charge ------Capital improvements 17,416 (46,560) - (73,863) (35,000) 38,863 (35,000) Total Operating Expenses (1,436,156) (1,049,467) (7,748,275) (7,406,904) (7,955,937) (549,033) (7, 955,937)

Excess Revenue (Expense) 292,262 569,205 785,904 1,597,650 119,273 1,478,376 119,273 22 Operating Budget - Airport December 2015

2014 2015 2014 2015 2015 Over 2015 Actual Actual Actual Actual Budget (Under) Annual Month Month Y-T-D Y-T-D Y-T-D Budget Budget

Operating Revenues Rental under property leases ------Airport landing area 89,089 65,564 510,207 482,948 505,248 (22,300) 505,248 Airport terminal area 201,280 126,536 1,985,950 1,888,234 1,857,541 30,694 1,857,541 BX Solutions Mgmt. Fee 500,000 450,000 500,000 500,000 500,000 - 500,000 Other rental and fee income 94,661 90,596 814,909 955,262 788,487 166,775 788,487 Other income 156,052 69,351 240,364 355,693 61,000 294,693 61,000 Interest income - 957 18,958 14,912 13,954 958 13,954 Total Operating Revenues 1,041,082 803,005 4,070,389 4,197,049 3,726,229 470,819 3,726,229

Operating Expenses Personnel (137,972) (104,358) (1,450,160) (1,257,951) (1,349,320) (91,370) (1,349,320) Marketing (371,098) (354,057) (527,927) (480,769) (510,001) (29,232) (510,001) Contractual services (54,309) (13,839) (473,392) (252,257) (474,621) (222,364) (474,621) Utilities (180,451) (67,764) (653,097) (686,314) (897,500) (211,186) (897,500) Repairs and maintenance (259,264) (113,539) (1,138,293) (874,236) (919,300) (45,065) (919,300) Other operating expenses (889) (1,181) (6,267) (5,271) (11,500) (6,229) (11,500) Cross charge - (20,833) (145,831) (249,996) (250,000) (4) (250,000) Capital improvements 7,771 (18,800) - (23,484) (15,000) 8,484 (15,000) Total Operating Expenses (996,211) (694,371) (4,394,967) (3,830,278) (4,427,242) (596,965) (4,427,242)

Excess Revenue (Expense) 44,870 108,634 (324,578) 366,771 (701,013) 1,067,784 (701,013) 23 Operating Budget - Seaport December 2015

2014 2015 2014 2015 2015 Over 2015 Actual Actual Actual Actual Budget (Under) Annual Month Month Y-T-D Y-T-D Y-T-D Budget Budget

Operating Revenues Rental under property leases 222,904 124,033 1,430,341 1,445,661 1,573,600 (127,939) 1,573,600 Other rental and fee income ------Other income 50 - 494,465 92,052 55,000 37,052 55,000 Interest income 2,315 380 11,539 11,667 18,000 (6,333) 18,000 Total Operating Revenues 225,268 124,413 1,936,345 1,549,380 1,646,600 (97,220) 1,646,600

Operating Expenses Personnel (17,073) (14,269) (121,920) (137,328) (138,824) (1,496) (138,824) Marketing (2,275) (3,300) (26,520) (30,067) (30,000) 67 (30,000) Contractual services (12,183) (800) (93,686) (89,151) (112,416) (23,265) (112,416) Utilities (681) (511) (3,929) (3,530) (5,000) (1,470) (5,000) Repairs and maintenance (94,571) (275) (99,671) (11,394) (10,000) 1,394 (10,000) Other operating expenses (608) 0 (3,893) (295) 0 295 0 Cross charge 0 (16,667) (116,669) (200,004) (200,000) 4 (200,000) Capital improvements 798 0 0 0 0 0 0 Total Operating Expenses (126,593) (35,821) (466,288) (471,769) (496,240) (24,471) (496,240)

Excess Revenue (Expense) 98,675 88,592 1,470,057 1,077,611 1,150,360 (72,749) 1,150,360 24 Operating Budget - Facilities & Development December 2015

2014 2015 2014 2015 2015 Over 2015 Actual Actual Actual Actual Budget (Under) Annual Month Month Y-T-D Y-T-D Y-T-D Budget Budget

Operating Revenues Rental under property leases 145,614 122,768 1,254,011 1,359,640 1,036,063 323,577 1,036,063 Other rental and fee income 315,339 568,245 1,253,815 1,889,499 1,644,318 245,181 1,644,318 Other income - - 7,907 132 6,000 (5,868) 6,000 Interest income 1,116 240 11,713 8,853 16,000 (7,147) 16,000 Total Operating Revenues 462,069 691,254 2,527,446 3,258,125 2,702,381 555,744 2,702,381

Operating Expenses Personnel (65,841) (68,242) (729,668) (728,427) (761,318) (32,891) (761,318) Marketing (315) (2,839) (14,996) (14,708) (30,000) (15,292) (30,000) Contractual services (24,889) (68,611) (678,276) (798,972) (687,810) 111,162 (687,810) Utilities (25,463) (25,071) (185,542) (214,494) (212,150) 2,344 (212,150) Repairs and maintenance (28,027) (21,575) (164,269) (164,609) (144,800) 19,809 (144,800) Other operating expenses (22) (115) (1,064) (115) - 115 - Cross charge - (16,667) (116,669) (200,004) (200,000) 4 (200,000) Capital improvements 1,284 (27,760) - (37,064) - 37,064 - Total Operating Expenses (143,272) (230,881) (1,890,484) (2,158,394) (2,036,078) 122,316 (2,036,078)

Excess Revenue (Expense) 318,797 460,373 636,962 1,099,731 666,303 433,428 666,303 25 Operating Budget - Administration December 2015

2014 2015 2014 2015 2015 Over 2015 Actual Actual Actual Actual Budget (Under) Annual Month Month Y-T-D Y-T-D Y-T-D Budget Budget

Operating Revenues Rental under property leases ------Other rental and fee income ------Other income ------Interest income ------Total Operating Revenues ------

Operating Expenses Personnel (115,210) (99,672) (1,007,193) (1,182,063) (1,222,270) (40,207) (1,222,270) Marketing (9,461) (21,541) (77,121) (109,727) (80,000) 29,727 (80,000) Contractual services (43,044) (16,920) (238,827) (240,078) (268,407) (28,329) (268,407) Utilities (1,597) (1,063) (14,193) (12,614) (14,500) (1,886) (14,500) Other operating expenses (8,332) (3,366) (38,370) (38,670) (41,200) (2,530) (41,200) Cross charge - 54,167 379,169 650,004 650,000 (4) 650,000 Capital improvements 7,563 - - (13,315) (20,000) (6,685) (20,000) Total Operating Expenses (170,080) (88,394) (996,536) (946,463) (996,377) (49,914) (996,377)

Excess Revenue (Expense) (170,080) (88,394) (996,536) (946,463) (996,377) (49,914) (996,377) 26

TOLEDO LUCAS COUNTY PORT AUTHORITY

Unappropriated Reserve Funds December 31, 2015

Unappropriated Reserve Funds represent Port Authority funds which may be appropriated by the Board of Directors for any authorized purpose. Under terms of the lease with the City of Toledo, Airport Reserve funds may only be used for purposes at Toledo Express Airport or Toledo Executive Airport. Bal ance @ Rei mburse/ Approp. Bal ance @ Fund Appropriation/Revenue Description Jan. 1, 2015 Recei pts or Transf er December 31, 2015 AIRPORT

M ay Taxiway A Toledo Executive Airport Const. Adm (2,600) M ay Wi l dl i f e Hazard A ssessment Update TEA (8,900) Jul y Reimbursement for Funds Remaining Completed Projects 92,368 Jul y Reimbursement for Grant Funding Received 367,200 October Ohi o A i r Servi ce Grant-L ocal Share (10,950)

AIRPORT TOTAL $ 203,432 459,568 (22,450) $ 640,550

PORT AUTHORITY Jan Xunlight Reserve 395,502 Feb Assistance to Lucas County Purchase 127 N. Summit (460,000) M ay Rail Spur Overland Industrial Park (400,000) Jul y Acquisition Two Maritime (345,000) Aug Agreement with Lucas Cty. Transportation Imp. District (94,245) Sept Lucas County Economic Dev-Salisbury Rd. Overbuy 166,722 Dec Establishment of Subway Franchise MLK Jr. Plaza (200,000)

PORT AUTHORITY TOTAL 3,638,612 562,224 (1,499,245) 2,701,591

TOTAL UNAPPROPRIATED RESERVES $ 3,842,044 1,021,792 (1,521,695) $ 3,342,141

Bal ance @ Rei mburse/ Approp. Bal ance @ Jan. 1, 2015 Recei pts or Transf er December 31, 2015 PORT AUTHORITY RESERVE FOR DEBT SERVICE Feb Final LDS Ironville Reimbursement 115,782

$ 2,369,917 $ 115,782 $ - $ 2,485,699 27 Board of Directors

TOLEDO LUCAS COUNTY PORT AUTHORITY Passenger Facility Charge (PFC) Activity Through December 2015

Month Y-T-D to date

application #6 PFC Collection Authority #6 $ 19,176 $ 391,201 $ 1,101,995

Prior year comparison

$ 64,759 $ 380,284

TOLEDO LUCAS COUNTY PORT AUTHORITY Operating Investments

Amounts shown here represent investments of Port Authority Unappropriated Reserve Funds and Funds already appropriated by the Board of Directors for a specific project and invested until needed to pay for that project.

Type of Purchase Face Market Maturity Yield to Investment Date Amount Value Date Maturity

Fifth Third checking n/a 165,233 165,233 Fifth Third MaxSaver n/a 1,159,274 1,159,274 0.20% First Federal n/a 500,315 500,315 0.25% KeyBank n/a 253,253 253,253 0.10% Huntington n/a 560,582 560,582 0.10% Signature n/a 249,264 249,264 0.25% Star Ohio Fund n/a 1,753 1,753 0.11% State Bank n/a 748,636 748,636 0.10% First Merit n/a 751,330 751,330 0.10% STAR PLUS n/a 1,506,147 1,506,147 0.21% US Bank/Fidelity Fund 57 n/a 7,005 7,005 0.18%

Fifth Third Managed Funds 3/2015 2,004,127 2,004,127 1.20% KeyBank 9/30/2015 250,000 250,100 0.45% KeyBank 9/30/2015 250,000 250,268 0.90% KeyBank 9/30/2015 250,000 250,296 1.15% KeyBank 9/30/2015 250,000 250,166 0.65%

FNMA 2/27/2014 200,000 199,745 11/14/2016 0.63% FFCB* 1/20/2015 275,000 273,467 7/30/2018 1.26% FFCB* 4/29/2015 250,000 250,106 4/29/2019 1.42% FFCB 11/28/2014 225,000 224,230 7/28/2017 0.88% FHLB 1/24/2014 250,000 250,004 2/19/2016 0.47% FHLB 5/27/2015 250,000 247,704 2/27/2018 0.92% FHLB 7/28/2015 300,000 298,150 5/30/2018 1.07% FHLB* 5/30/2014 300,000 300,085 2/20/2018 1.26% FFCB 10/22/2015 125,000 123,190 10/22/2019 1.26% FNMA 10/13/2015 100,000 98,284 1/30/2020 1.40% * callable 10,956,918 10,951,239

Investments Matured/Called n/a

Investments Purchased n/a 28 Toledo-Lucas County Port Authority Bond Issues Reserves Investment Report Northwest Ohio Bond Fund 12/31/2015

Bond Issues require establishment of a separate reserve account held by the Trustee to be used in case of default. Funds shown here are invested by the different bond issue Trustees in eligible investments as directed by the Port Authority. Investment earnings flow to the Port Authority

Type of Purchase Market Maturity Investment Date Cost Price Date Yield Program Reserve Natixis 9/15/2015 1,930,330 1,932,741 3/14/2016 0.48% Agricole Corp. 11/6/2015 2,561,120 2,561,900 2/2/2016 0.30% BNY Mellon Cash Reserve 5,822 5,822 Total $ 4,497,272 $ 4,500,463 Sales/Redemptions/Maturities Purchases

Grant Reserve Agricole Corp. 11/6/2016 2,000,532 2,001,141 2/2/2016 0.30% Bank of New York Cash Reserve 2,308 2,308 Total $ 2,002,840 $ 2,003,449 Sales/Redemptions/Maturities Purchases

Port Authority Facility 2008A US Treasury Bill 12/18/2015 477,952 477,957 1/28/2016 0.13% Bank of New York Cash Reserve 136 136 Total $ 478,088 $ 478,093 Sales/Redemptions/Maturities Abbey National 478,000 Purchases US Treasury Bill 478,000

TLCPA STEM 2011A Agricole Corp. 11/6/2015 499,633 499,786 2/2/2016 0.30% Bank of New York Cash Reserve 1,395 1,395 Total $ 501,028 $ 501,181 Sales/Redemptions/Maturities Purchases

TLCPA Parking Garage Facility 2011C Natixis 10/16/2015 494,740 494,911 1/14/2016 0.21% Bank of New York Cash Reserve 278 278 Total $ 495,018 $ 495,189 Sales/Redemptions/Maturities Purchases

TLCPA Hub Facility 2012A Natixis 10/16/2015 948,502 948,830 1/14/2016 0.21% Bank of New York Cash Reserve 978 978 Total $ 949,480 $ 949,808 Sales/Redemptions/Maturities Purchases

TLCPA 2012C-1 United States Treasury Bill 12/31/2015 183,981 183,983 1/28/2016 0.13% Bank of New York Cash Reserve 52 52 Total $ 184,033 $ 184,035 29 Type of Purchase Market Maturity Investment Date Cost Price Date Yield Sales/Redemptions/Maturities Abbey National 184,000 Purchases United States Treasury Bill 184,000

TLCPA 2012C-2 United States Treasury Bill 12/31/2015 304,969 304,973 1/28/2016 0.13% Bank of New York Cash Reserve 587 587 Total $ 305,556 $ 305,560 Sales/Redemptions/Maturities Abbey National 12/30/2015 Purchases United States Treasury Bill 305,000

TLCPA 2012C-3 United States Treasury Bill 12/31/2015 153,984 153,986 1/28/2016 0.13% Bank of New York Cash Reserve 44 44 Total $ 154,028 $ 154,030 Sales/Redemptions/Maturities Abbey National 154,000 Purchases 30

Board of Directors

January 28, 2016

Agenda Item VII (A) 2 - Consider Additional Appropriation for Airport Grant Reimbursement Projects

In June 2014, the Board appropriated a sum of $650,000 to establish an Airport

Grant Reimbursement Account. It provides necessary cash flow to keep projects funded by grants, loans and other funding sources which require the Port Authority to pay invoices in advance of reimbursement from the participating funding party.

The Federal Aviation Administration currently has a policy in which 10% of the final grant funds are withheld until grant closeout is processed. Due to the volume of the grants that fall into this category, an additional $150,000 is needed to pay the contractors who participated in these projects.

The Finance Committee recommends adoption of the following resolution authorizing an additional $150,000 appropriation from Port Authority Airport Reserves.

All funds spent from this appropriation will be reimbursed immediately upon reimbursement from the participating funding agencies. 31

RESOLUTION NO. ______

Authorizing Additional Appropriation for Airport Grant Reimbursement Projects

WHEREAS, pursuant to Resolution 26-14, this Board appropriated $650,000 to establish an Airport Grant Reimbursement Account to provide necessary cash flow to keep projects funded by grants, loans and other funding sources which require the Port Authority to pay invoices in advance of reimbursement from the participating funding party; and

WHEREAS, due to the volume of the grants, an additional $150,000 is needed to pay the contractors who participated in these projects;

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

That there be and hereby is appropriated from the Port Authority Airport Reserve Fund the additional sum of $150,000 to supplement the Grant Reimbursement Account established pursuant to Resolution No,. 26-14.

That all funds spent from this appropriation will be reimbursed immediately upon reimbursement from the participating funding agencies.

That the Fiscal Officer is authorized 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 the appropriations made upon presentation of vouchers therefor.

That the President as Fiscal Officer be and hereby is authorized to pursue and accept reimbursement of its costs paid pursuant to this resolution.

Approved: ______Chairman Yeas: ______Nays: _____ Secretary

32 Financing Programs Dashboard DECEMBER 2015 The Toledo-Lucas County Port Authority has developed a national reputation for innovative business financing, assisting over 370 economic development projects representing a total investment of nearly $2 billion, while helping to create and retain over 20,000 jobs. KEY HIGHLIGHTS

Largest SBA 504 loan approved in 2015 Northwest Ohio Bond Fund (S&P: A- Credit Rating) - NEO-ARC, LLC | $2,675,000 | June

$20 Largest SBA 504 loan closed in 2015 $15 $10 - Pro-Pak Industries | $1,015,000 | October Millions $5 $0 Largest ODSA 166 loan approved in 2015 Amount - Pettisville Grain | $500,000 | Max. Amount YE 2014 $7,285,000 - B&B Acquisition | $500,000 | Max. Amount YE 2015 $15,465,000 Pending $0 Largest ODSA 166 loan closed in 2015 - ProPak Industries | $500,000 | Max. Amount Comments: Since inception the Northwest Ohio Bond Fund has served as Issuer of 67 fixed interest rate bond transactions for a total amount of $269,280,000. New Participating Lenders in 2015 - Croghan Colonial Bank TLCPA Conduit / Stand Alone Bond Transactions - Waterford Bank

$80 $60 SBA / ODSA Loan Program $40 - Total New Jobs Created in 2015 - 98 Jobs Millions $20 - Total New Jobs Retained in 2015 - 6 Jobs $0 Amount SBA / ODSA APPROVALS YE 2014 $66,702,813 YE 2015 $27,275,000 Participating Lenders YE 2014 YE 2015 Pending $0 State Bank & Trust 5 1 Sutton Bank 2 1 Comments: The Toledo Lucas County Port Authority has served as Issuer of 50 stand alone Fifth Third Bank 2 - bond transactions for a total amount of $971,569,713. Directions CU 1 5 Current Loans Portfolio First National Bank - 1 First Merit 1 -

$40 Huntington - $30 ODSA Exception - 1 First Federal 1 2

Millions $20 Croghan - 1 $10 Total 12 12 $0 Total Loan Amount Principal Balance Ohio 166 Loans $5,691,513 $3,988,353 SBA 504 Loans $30,136,000 $24,432,308 JOBS CREATED & RETAINED Total $35,827,513 $28,420,661

Comments: Our current portfolio has a total of 85 loans (23 Ohio 166 & 62 SBA 504 loans). 2,504 NWOBF

$14,000,000 7,562 Conduit 2,237 $12,000,000 $10,000,000 ODSA 166 $8,000,000 SBA 504 6,408 $6,000,000 $4,000,000 $2,000,000 $0 Committee SBA / ODSA Closed Approved Approved Comments: The SBA 504 current loan portfolio has created 570 and retained 328 jobs. The Ohio 166 current loan YE 2013 $5,718,437 $9,833,862 $6,265,000 portfolio has also created 149 and retained 214 jobs. YE 2014 $13,074,103 $7,350,401 $7,385,433 YE 2015 $4,333,323 $6,717,500 $4,049,680 33

BetterBuildings Northwest Ohio Progress Report – December 2015

PROJECT HIGHLIGHTS: Closings: Maumee Valley Movers - $242,018K Approved & Pending Closing: B&B Molded Products-$1.325M; Hotel Kilbourne-$479K; S&G Asset (Fairlawn)-$378K Application Received & Under Review: 13 N. Huron-$125K; First Church of God-$104K; United Missionary Baptist Church-$197K; Art Iron-$1M; Oak Haven Residential Care-$150K; Z Ultimate Women’s Care-TBD New Prospects: City of Sandusky (street light and boiler)-$300K; Quality Steel (Fremont)-$500K; WSOS (Fremont)-$1M; B&B Napa Auto Parts (Wauseon)-awaiting project scope; Oak Harbor-$50K; sports complex initial discussions (Toledo)- $750K; Industrial Waste Heat Recovery Project (Toledo area)-$750K; Youngstown Hotel Project $2.5M with $1.0M ODSA Loan Loss Reserve.

FINANCING UPDATE PROJECT PIPELINE Revolving Loan Fund $ 2,036,025.00 $37,288,076 Revolving Loan Term Loan $ 963,975.00 Revolving Loans Pending $ 381,500.00

Bond Loans Pending $ 1,325,000.00 Prospects Bonds Issued $ 22,480,000.00 ODSA Loan $ 2,650,000.00 Under Review TOTAL FINANCING $ 29,836,500.00 Closing Pending Completed ACTUAL BUDGET INCOME STATEMENT DEC YTD DEC YTD NET DIFFERENCE Construction Revenue $ 353,856.00 $ 421,839.00 $ (67,983.00) Expenses $ (213,405.00) $ (320,498.00) $ 107,093.00 Net Income $ 140,451.00 $ 101,341.00 $ 39,110.00

FINANCING: . Energy Bond 5 planning/estimated at $4.8M: B&B Molded Products-Defiance for $1.32M; $600K in Toledo projects and additional projects in Akron-$378K/Youngstown area-$2.5M. . ODSA energy loan close-out in process.

MARKETING: . Served as expert panelists at an energy workshop held by Energy Alliance Group on 12/8. . Represented BBNWO at Barron’s Lawn Service Open House for their energy efficiency project on 12/11. . Target markets such as street lighting, schools, and parking garages. . Continue to host informational sessions and Lunch & Learns with area contractors and associations: o Upcoming events: Information sessions with GEM Energy, TEK Engineering, and Poggemeyer o Presentations scheduled with Rhodes State College, Board of Realtors, and TRACE.

ESID UPDATE: . Plans underway to establish ESID’s for the Cities of Defiance, Fairlawn, and Sandusky and Village of Cloverdale. . Future energy district meetings and planning continued for Sylvania Township, Galion, Findlay, Lima; additional interest in Putnam, Wyandotte, Huron and Seneca counties.

34

. TOLEDO-LUCAS COUNTY PORT AUTHORITY NORTHWEST OHIO BOND FUND TRUSTEE REPORT 12/1/2015

PAYMENT PAYMENT REQUIRED PRIMARY TOTAL ORIGINAL PRINCIPAL DUE AMOUNT AMOUNT PRIMARY RESERVE RESERVE SOURCE OF ACCT # SERIES BORROWER PRINCIPAL BALANCE DATE DUE RECEIVED RESERVE BALANCE BALANCE RESERVES

132298 1998E Hercules Tire & Rubber 5,000,000 1,320,000 12/2/2015 $42,583.33 $42,583.33 500,000 500,000 $500,000 LOC 136860 2000D Toledo World Industries 1,380,000 620,000 12/8/2015 $10,465.01 $10,465.01 138,000 138,000 $138,000 Cash 431945 2002D Impact Products 4,710,000 940,000 12/1/2015 $43,126.67 $43,126.67 471,000 471,000 $471,000 LOC 761776 2005A Nagle Holding, Inc. 2,735,000 1,615,000 12/5/2015 $19,648.14 $19,525.01 273,500 273,500 $273,500 LOC 761784 2006A Cavaliers Practice Facility, LLC 5,200,000 3,705,000 12/5/2015 $42,245.14 $42,245.14 520,000 520,000 $520,000 Cash 701229 2007B Toledo School for the Arts 3,750,000 2,835,000 12/5/2015 $25,150.08 $25,150.08 375,000 375,000 $375,000 Cash 701240 2007C Midwest Terminals of Toledo, Inc. 3,300,000 2,555,000 12/1/2015 $23,967.33 $23,967.33 330,000 330,000 $330,000 Cash 701253 2008A Toledo-Lucas County Port Authority 4,780,000 4,020,000 12/1/2015 $40,330.17 $40,330.17 478,000 478,000 $478,000 Cash 702281 2011A STEM Project 5,000,000 4,040,000 n/a $226,100.00 500,000 500,000 $500,000 Cash 702309 2011B Materion Brush 8,000,000 5,365,000 12/1/2015 $82,571.18 $82,571.18 800,000 800,000 $800,000 LOC 702619 2011C Parking Facilities 4,940,000 4,225,000 n/a $260,673.75 494,000 494,000 $494,000 Cash 702652 2012A Hub Facility 9,470,000 6,570,000 n/a $359,834.50 947,000 947,000 $947,000 Cash 702759 2012B Toledo Ohio Advanced Energy Improvement5,325,000 Corp 4,790,000 n/a $276,246.00 532,500 532,500 $532,500 Cash 564591 2012C1 Toledo Ohio Advanced Energy Improvement1,840,000 Corp 1,455,000 n/a $117,509.25 184,000 184,000 $184,000 Cash 668961 2012C2 Toledo Ohio Advanced Energy Improvement3,055,000 Corp 2,695,000 n/a $144,126.75 305,500 305,500 $305,500 Cash 654631 2012C3 Toledo Ohio Advanced Energy Improvement1,540,000 Corp 1,360,000 n/a $75,852.01 154,000 154,000 $154,000 Cash 888655 2013A1 NW Ohio Advanced Energy Improvement Dist360,000 345,000 n/a $25,250.50 36,000 36,000 $36,000 Cash 888785 2013A2 NW Ohio Advanced Energy Improvement Dist2,600,000 2,540,000 n/a $131,628.00 260,000 260,000 $260,000 Cash 887656 2013A3 NW Ohio Advanced Energy Improvement Dist1,795,000 1,755,000 n/a $89,589.50 179,500 179,500 $179,500 Cash 888691 2014A Keller Logistics Group 4,945,000 4,520,000 12/1/2015 $40,754.33 $40,754.33 500,000 500,000 $500,000 LOC 881478 2014B Overland Industrial Park 2,340,000 2,310,000 12/1/2015 $15,843.33 $15,843.33 234,000 234,000 $234,000 Cash 515802 2015A The Andersons, Inc. 10,000,000 10,000,000 12/1/2015 $39,916.67 $39,916.67 1,000,000 1,000,000 $1,000,000 LOC 713876 2015B1 NW Ohio Advanced Energy Improvement Dist1,260,000 1,260,000 n/a $52,512.03 126,000 126,000 $126,000 Cash 713881 2015B2 NW Ohio Advanced Energy Improvement Dist655,000 655,000 n/a $31,901.58 65,500 65,500 $65,500 Cash 713886 2015B3 NW Ohio Advanced Energy Improvement Dist1,215,000 1,215,000 n/a $31,330.15 121,500 121,500 $121,500 Cash 713891 2015B4 NW Ohio Advanced Energy Improvement Dist670,000 670,000 n/a $42,206.77 67,000 67,000 $67,000 Cash 713895 2015B5 NW Ohio Advanced Energy Improvement Dist1,665,000 1,665,000 n/a $103,046.47 166,500 166,500 $166,500 Cash

Total $97,530,000 $75,045,000 $2,394,409 $426,478 $9,758,500 $9,758,500 $9,758,500

Primary Reserve Funds $9,758,500 OMA Reserve Fund $2,483,333 Lucas County Reserve Fund $2,000,000 Program Reserve 6,500,000 Program Reserve LOC 10,000,000 DOE LOC 7,500,000 Program Development Fund 486,296 Total Reserve Funds $40,133,930

Outstanding Bond Balance $75,045,000

Reserves to Outstanding Bonds 53.48% 35

Board of Directors

January 28, 2016

Agenda Item VII (B) 1 - Consider Lease with Crosswinds Leasing at Two Maritime Plaza

A lease agreement has been negotiated with the firm of Crosswinds Leasing for

3,209 square feet of office space on the first floor of Two Maritime Plaza, subject to the approval of this Board. The term of this new lease is three years with two additional option terms of two years each so long as the conditions of the lease are being met.

The rental rate for the initial term is $11.00 per square foot in year 1, $11.50 per square foot in year 2, and $12.00 per square foot in year 3. The rental rate for the option terms would be $12 per square foot subject to Consumer Price Index adjustors. Crosswinds

Leasing is a wholly owned leasing company of Poggemeyer Design Group.

This lease will be a gross lease with costs associated with occupancy at Two

Maritime Plaza to be paid by the Port Authority.

The Facilities and Development Committee recommends adoption of the following resolution authorizing the President to enter into a lease agreement with

Crosswinds Leasing on the terms detailed above.

36

RESOLUTION NO. ______

Authorizing Lease with Crosswinds Leasing at Two Maritime Plaza

WHEREAS, Crosswinds Leasing is a wholly owned leasing company of Poggemeyer Design Group with which a lease agreement has been negotiated for 3,209 square feet of office space on the first floor of Two Maritime Plaza, subject to the approval of this Board; and

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 lease agreement with Crosswinds Leasing for office space at Two Maritime Plaza on the following terms and conditions:

PREMISES: 3,209 square feet of office space on the first floor of Two Maritime Plaza

INITIAL TERM: Three (3) years

OPTION TERMS: Two (2) additional option terms of two (2) years each provided the conditions of the lease are being met.

RENTAL RATE: During the Initial Term:

Year 1: Eleven Dollars ($11.00) per square foot per year;

Year 2: Eleven and 50/100 Dollars ($11.50) per square foot per year;

Year 3: Twelve Dollars ($12.00) per square foot per year;

During the Option Terms: Twelve Dollars ($12.00) per square foot per year subject to Consumer Price Index adjustments

OTHER: The lease agreement shall be a gross lease and include such other 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 and approved in substance by the Vice President of Business Development.

37

Approved: ______Chairman Yeas: ______Nays: _____ Secretary

38

Board of Directors

January 28, 2016

Agenda Item VII (B) 2 - Consider Sale of Land at 9750 Garden Road

A sale agreement has been negotiated with D&D Industries, Inc. for approximately 10 acres of property located at 9750 Garden Road, subject to the approval of this board. D&D Industries is a used equipment dealer specializing in metalworking equipment with existing facilities located on Mescher Drive. D&D

Industries intends to develop the property to accommodate the expansion of its business. No residential development is permitted on the property. The sales price, derived from an appraisal done in December 2015, is $10,000 per acre. Proceeds from the sale would be deposited in the Airport Land Proceeds Account.

The Facilities and Development Committee recommends adoption of the following resolution authorizing the President to enter into a sale agreement with D&D

Industries, Inc. based on the terms detailed above. 39

RESOLUTION NO. ______

Authorizing Sale of Land at 9750 Garden Road

WHEREAS, D&D Industries, Inc. is a used equipment dealer specializing in metalworking equipment with existing facilities located on Mescher Drive; and

WHEREAS, a sale agreement has been negotiated with D&D Industries, Inc. for approximately ten (10) acres of property located at 9750 Garden Road;

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 D&D Industries, Inc. for the sale of approximately ten (10) acres of property located at 9750 Garden Road, for a sale price of $10,000 per acre, 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 a deed and other conveyance documentation, 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 proceeds from the sale shall be deposited in the Port Authority’s Airport Land Proceeds Account.

Approved: ______Chairman Yeas: ______Nays: _____ Secretary

40

Board of Directors

January 28, 2016

Agenda Item VII (B) 3 - Consider Application from International Automotive Components Group NA, Inc. for Inclusion in Foreign Trade Zone #8

The Port Authority has been the grantee of Foreign Trade Zone #8 (the “FTZ”)

since 1971 and administers the zone in a 10 county area under the alternative site

framework. International Automotive Components Group NA, Inc. (“IAC”), located in

Wauseon, Fulton County, Ohio, has requested participation in the Port Authority’s FTZ

program.

IAC is a leading global supplier of automotive components and systems and produces interior vehicle components for original equipment manufacturers such as Fiat

Chrysler, Ford, and General Motors. The goods produced in Wauseon will be primarily interior door handles. IAC imports approximately one million plastic components for door handles per year and seeks to obtain inverted tariff benefits through the FTZ program.

The Facilities and Development Committee recommends adoption of the following resolution authorizing the President to authorize and approve all documents necessary to file the application and incorporate International Automotive Components

Group NA, Inc. into Foreign Trade Zone # 8.

41

RESOLUTION NO. ______

Authorizing Application from International Automotive Components Group NA, Inc. for Inclusion in Foreign Trade Zone #8

WHEREAS, the Port Authority has been the grantee of Foreign Trade Zone #8 (the “FTZ”) since 1971 and administers the FTZ in a ten (10) county area under the alternative site framework; and

WHEREAS, International Automotive Components Group NA, Inc. (“IAC”), located in Wauseon, Fulton County, Ohio, has requested participation in the Port Authority’s FTZ program to obtain inverted tariff benefits through the FTZ program;

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 authorize and approve all documents necessary to file the application and incorporate International Automotive Components Group NA, Inc. into Foreign Trade Zone # 8, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Business Development

Approved: ______Chairman Yeas: ______Nays: _____ Secretary

42

= TOLEDO EXPRESS AIRPORT PASSENGER TRAFFIC DECEMBER 2014 / 2015

Dec-14 Dec-15 Change Allegiant Air Available Seats 11,862 12,836 Cancellations 0 0 0 Enplanements 5,474 5,708 Deplanements 5,061 5,009 Total Pax 10,535 10,717 1.73% Total Pax Load Factor 88.81% 83.49% American Eagle Available Seats 8,428 8,020 Cancellations 3 4 1 Enplanements 3,300 2,647 Deplanements 3,201 2,528 Total Pax 6,501 5,175 -20.40% Total Pax Load Factor 77.14% 64.53% Charters Enplanements 115 0 Deplanements 115 0 Total Pax 230 0 -100.00%

TOTALS Available Seats 20,290 20,856 Cancellations 3 4 1 Enplanements 8,889 8,355 -6.01% Deplanements 8,377 7,537 TOTAL PASSENGERS 17,266 15,892 -7.96% 43

YTD TOTAL PASSENGERS DECEMBER

2011 - 2015 200,000

179,911 180,000 176,545

159,295 160,000 145,050 140,000 133,463

120,000

100,000

80,000

60,000

40,000

20,000

0 TOTAL PASSENGERS

2011 2012 2013 2014 2015 44

PAGE 1 SEAPORT STATISTICS YEAR END REPORT 2012-2015 Final Comparative Statistics For Season through DECEMBER Toledo Harbor, Ohio

(Short Tons)

2012 2013 2014 2015 2014-2015 COMMODITY SEASON SEASON SEASON SEASON % CHANGE Coal 2,387,977 2,548,611 3,491,719 1,920,339 -45.00% General & Misc. Cargo 73,476 150,840 301,011 195,674 -34.99% Grain 1,288,061 1,326,738 1,582,756 1,526,103 -3.58% Iron Ore 4,531,069 3,982,024 4,127,015 2,327,585 -43.60% Petroleum & Liq. Bulk 170,173 222,150 232,375 173,760 -25.22% Dry Bulk 1,567,731 1,517,715 1,918,554 2,098,622 9.39% TOTALS: 10,018,487 9,748,078 11,653,430 8,242,083 -29.27%

Domestic 4,639,867 4,440,085 6,330,606 3,315,385 -47.63% Canadian 4,453,055 4,335,851 3,998,089 4,002,154 0.10% Overseas* 925,565 972,142 1,324,735 924,544 -30.21% TOTALS: 10,018,487 9,748,078 11,653,430 8,242,083 -29.27% Vessel + (-) # Overseas Vessels 21 27 47 32 (15) # Lake Vessels 487 446 557 434 (123) TOTAL VESSELS: 508 473 604 466 (138) * Includes grain, pig iron & iron ore trans-shipped from St. Lawrence River ports. -- Final 45

Board of Directors

January 28, 2016

Agenda Item VII (E) 1 - Consider 2016-2018 Agreement with the Ohio Patrolmen’s Benevolent Association

The Ohio Patrolmen’s Benevolent Association (“OPBA”) is the bargaining unit representative for the police officers who work at the Toledo Express Airport. The terms of the Collective Bargaining Unit Agreement effective January 1, 2016-December 31,

2018, have been negotiated. The contract language will remain the same as the prior agreement, with the exception of base wages which will increase by 2% for 2016, with wage negotiations to occur for years 2017 and 2018. In addition, a $0.50 per hour increase will be given to an officer who works any shift (other than a regularly assigned shift) not subject to overtime pay. The bargaining unit has ratified the Agreement.

The Human Resources Committee recommends adoption of the following resolution authorizing the execution of the 2016-2018 Collective Bargaining Unit

Agreement with OPBA in the form currently on file. 46

RESOLUTION NO. ______

Authorizing 2016-2018 Agreement with the Ohio Patrolmen’s Benevolent Association

WHEREAS, the Ohio Patrolmen’s Benevolent Association (the “OPBA”) is the bargaining unit representative for the police officers who work at the Toledo Express Airport; and

WHEREAS, the terms of the collective bargaining unit agreement effective January 1, 2016-December 31, 2018, have been negotiated and ratified by the bargaining unit;

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 the agreement with the Ohio Patrolmen’s Benevolent Association (Police Unit) in the form now on file with General Counsel.

Approved: ______Chairman Yeas: ______Nays: _____ Secretary

47

Board of Directors

January 28, 2016

Agenda Item VII (E) 2 - Consider Succession Planning Policy

A succession planning policy is necessary to provide a guideline for the Port Authority to

follow when there is a turnover of leadership for any reason. As the governing body, this Board

has the responsibility and authority to recruit, hire, discipline, terminate and evaluate the

President & Chief Executive Officer (“CEO”).

One of the most disruptive events an organization can experience is the departure of a

CEO or other top leaders. It is crucial that this Board establish a plan to: 1) assess the

competencies of potential successors; 2) identify and develop new leaders within the

organization; and 3) prepare for the unexpected (e.g., the sudden resignation of the CEO).

The Human Resources Committee recommends adoption of the following resolution

adopting the Succession Planning Policy as presented. 48

RESOLUTION NO. ______

Adopting Succession Planning Policy

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

That the Succession Plan Policy attached hereto be and hereby is adopted.

Approved: ______Chairman Yeas: ______Nays: _____ Secretary

49

Succession Planning Policy

Resolution No._____-16 Adopted ______

I. PURPOSE:

A. The Board of Directors of the Toledo-Lucas County Port Authority (the “Port Authority”) believes that it is good business practice to promulgate and maintain a “Succession Plan” for its President & Chief Executive Officer (the “CEO”) and senior management leadership team. Therefore, it has adopted the following policy to assist the Board in the event of:

1. An immediate vacancy, unanticipated short-term or long term caused by the death or extended disability of the CEO or key member of the management team.

2. An impending vacancy that will occur within sixty (60) days caused by a notice of resignation.

3. An unanticipated vacancy from the long-term notice by the CEO or member of the senior management team due to resignation or retirement.

B. The intent of this policy is to provide clarity to the transition process, with minimal disruption to the performance and effectiveness of the Port Authority.

C. It is the further intent of this policy to encourage and enhance the professional growth and development of the Leadership Team. This may take the form of guidance, mentorship, consultation, support, and external educational programs.

II. CONTEXT or PRACTICE:

A. It is the responsibility of the CEO, in consultation with the Chairman of the Board and HR & Community Relations Committee Chair, to develop and maintain this succession plan and to review such with the entire Board on an annual basis as part of the incumbent’s performance evaluation.

B. If the CEO becomes incapacitated for more than thirty (30) days but less than one (1) year:

1. The situation will be evaluated by the Chair and Vice Chair of the Board, in consultation with the Chair of the Human Resources & Community Relations Committee, and in turn communicated to the full Board, to determine the need for the immediate appointment of an Interim President & Chief Executive Officer.

2. Appropriate arrangements will be made through the Port Authority Assistant Secretaries and Fiscal Officers to have the necessary signing authorities where required.

3. Further, a communications plan will be developed by the Board Chair in consultation with the Manager of Communications to notify the senior management, Board members, and the public others in regard to the temporary appointment should such action be required.

50

4. At the appropriate time during the period of incapacitation, the Board Chair, in consultation with the Vice President of Administration, will determine whether the incapacitation is temporary or permanent.

a. If temporary, the Interim President & Chief Executive Officer will continue in that role until the determination is made that the President & Chief Executive Officer is in a position to resume in his/her permanent role.

b. If permanent, the Board will confer on the process to select and appoint a new President & Chief Executive Officer. This process would entail the execution of an existing succession plan in place with the current internal leadership team. The Board may appoint a Search Committee to initiate a search for a new President & Chief Executive Officer.

c. Once a determination has been made, it will be the responsibility of the Board Chair to communicate the plan of action to be initiated in search of the new CEO through the Communications Department.

d. External audiences to be notified of the plan of action will include the Mayor’s office, President of the Board of Lucas County Commissioners, community and business leaders, members of the press, and partners of the Port Authority.

e. During this period, the Communications Manager will serve as the spokesperson for the Port Authority. All requests for information will be directed through this individual.

f. In the event of temporary incapacitation of the CEO, the following list identifies the positions and order that will be considered by the Board to fill the role for the period of the CEO’s incapacitation:

• Vice President, Administration & Chief Financial Officer • Vice President, Business Development • Director of Airport Operations • Director of Facilities & Development Services

C. Incapacitation of a member of the Senior Leadership Team.

1. The CEO will determine the level and extent of incapacitation of a member of the Senior Leadership Team.

2. Should it be required that an interim Senior Leadership Team member be appointed, the CEO, after consultation with the Board Chair, shall name an individual to fill the position.

3. The following table identifies positions that may be considered in filling key leadership roles:

Leadership Positions Interim Leader Position Candidate

Vice President, Administration & CFO Finance Manager, (Finance role) Accounting Manager (Finance role) 51

Business Development (Finance role) General Counsel (Administration role) HR Manager (Administration role)

Vice President, Business Development Finance Manager, (Finance role) Business Development Manager

Director, Facilities & Development Services Project Engineer

Director, Airport Operations Manager, Airport Operations & Airline Affairs

i. In the event the CEO determines, during this period, that the incapacitation is permanent, he/she will initiate recruitment to replace the incumbent. This may take the form of naming an interim leader to the position or initiating a candidate search process to identify and select an individual for the position.

D. Impending Vacancy Caused by Resignation or Termination.

1. In the event of an impending vacancy in the CEO position, the Board shall meet as soon as practicable and initiate the following plan:

a. To ensure stability at the time of an immediate vacancy an interim CEO will be named.

b. The Board shall determine whether the use of an outside search firm is appropriate or whether there is adequate internal leadership to assume responsibilities for the CEO.

c. It is anticipated that the chart of succession leadership (II. C. 3 above) will be used as a basis for making the decision.

2. The Chair of the Board, in consultation with the Vice-Chair, Human Resources & Community Relations Chair and Vice President of Administration & CFO or Human Resources Manager will determine the level and extent of compensation (including any bonuses and/or benefits) to be paid to the individual assuming the interim CEO role during the period in question.

3. Within the notice requirement by CEO of his impending resignation or retirement or in the event of termination, the Board shall form a Search Committee made up of a minimum of three (3) and not more than five (5) members, with the Committee Chair to be named by the Chair of the Board.

4. The role of the Search Committee will be to:

a. Manage the search process, including initiation of RFPs for selection of a search firm;

b. Interview and select a search firm, if appropriate;

c. Review and approve the Success Profile (job description/requirements) for the President & Chief Executive Officer position. 52

E. The Port Authority CEO job description should be reviewed during the time of the President & Chief Executive Officer’s annual performance evaluation.

F. Success profiles for the CEO and the Senior Leadership Team members:

1. On an annual basis, the Board (or designated committee) and the CEO will review and update the job requirements for the incumbent’s position. The CEO will do the same for the Senior Leadership Team. Job requirements/descriptions shall be kept on file.

2. Job descriptions will be used as a basis for evaluating the performance of the leadership group and to identify areas for growth and development of the incumbents.

3. On an annual basis, the CEO will review the results of the performance evaluations of the Senior Leadership Team and review salary/bonus recommendations of the staff with the Human Resources and Community Relations Committee.

Diversified Contractors Accelerator Program (DCAP) As of December 31, 2015

DCAP DCAP PARTICIPANTS INDUSTRY ENROLLMENT CERTIFICATIONS AREAS OF INTEREST TAS, Inc. Electrical January-11 WBE Capital, Bonding

Lymco Fire Protection, Inc. Fire Protection January-11 MBE Capital, Bonding, Mgmt Assistance

Bryson/Tucker Electric Electrical January-11 MBE, EDGE Capital, Bonding, Mgmt & Cert Assistance DCAP AT A GLANCE Mandell-Vasquez, Inc. HVAC February-11 MBE, EDGE Capital, Bonding, Mgmt & Cert Assistance American Flooring Installers, LLC Commercial Flooring February-11 Toledo MBE, EDGE Capital • Approved Capital Toledo Tin Knockers HVAC February-11 MBE Capital, Bonding, Mgmt & Cert Assistance North Regional Builders, Inc. General Construction February-11 DBE Capital, Bonding Request(s) in the Bebley Enterprises, Inc. Interior Systems February-11 MBE Capital amount of $86,230 since R & L Plumbing Services, LLC Plumbing May-11 MBE, DBE, EDGE Capital V & K Electric Electrical June-11 MBE Capital, Bonding last update R&S Roofing, LLC Roofing June-11 Other Capital SK Roberts Rehab, Lead Abatement November-11 MBE, WBE (Pending) Capital, Mgmt Assistance Pipe Solutions, Ltd. Plumbing December-11 MBE Capital • Program participation Forever Green Landscaping & Lawn Care, LLC Landscaping December-11 MBE, EDGE Capital, Bonding requests currently under C. Bates Fine Design, LLC General Construction July-11 MBE, DBE Capital, Mgmt Assistance Glory Management, LLC General Construction September-11 MBE Capital, Mgmt & Cert Assistance review for two new Sky Reach Construction, LLC General Construction October-11 MBE Capital participants AB&B Ergonomics Material Handling November-11 WBE, EDGE Capital Ecom-Ane General Contractors General Construction November-11 EDGE (Pending) Capital, Bonding Universal Electric NW Ohio, LLC General Construction February-12 MBE, EDGE Capital, Bonding, Mgmt Assistance • Announcement of 5-year R. L. Williams Concrete, LLC Road Construction February-12 MBE, EDGE Capital, Bonding Shelmon Concrete Co. Concrete April-12 MBE, EDGE Capital, Bonding anniversary of Program Peak Electric, Inc. Electrical Supplier April-12 MBE, WBE, DBE, EDGE, Other Mgmt Assistance launch to be distributed Just Take It, LLC Demolition & Transportation April-12 MBE, DBE Capital, Bonding, Mgmt & Cert Assistance in this month Abco Contracting, LLC General Construction May-12 MBE Capital, Bonding, Mgmt & Cert Assistance Jackson Security Services, LLC Security July-12 MBE Capital, Bonding, Mgmt & Cert Assistance AABA Trucking & Hauling, LLC Transportation May-13 MBE, WBE, DBE, EDGE Capital REH Systems Solutions, LLC Technology June-13 MBE Capital, Mgmt Assistance

Wyse Enterprise, Inc. Transportation July-13 MBE, EDGE Mgmt Assistance Scott's Quality Concrete, Inc. Concrete July-13 WBE Capital, Bonding, Cert Assistance Approvals K. Davis, Inc. General Construction August-13 MBE, WBE, EDGE Capital Whisper Creative Products, Inc. General Construction Supplier September-13 MBE, WBE, DBE, Other Capital, Mgmt Assistance, Bonding To-Date: Phoenix Custom Builders, LLC General Construction November-13 MBE, EDGE Capital, Mgmt Assistance

BPSS Group, LLC General Construction December-13 MBE, WBE, EDGE (Pending) Capital, Bonding, Mgmt & Cert Assistance Continental Defense Group, LLC Surveillance Equipment Supplier March-14 MBE, EDGE Mgmt Assistance $3,286,314 Power Up Team, Inc. General Construction April-14 MBE Capital Lockport Transportation, LLC Transportation May-14 MBE, Edge Capital, Bonding, Mgmt & Cert Assistance Streak Free Window Cleaning Services, LLC Cleaning Services June-14 MBE (Holding Period) Capital M&N Distributors Distributor/Supplier September-14 MBE, EDGE Capital MP & Son Landscaping and Lawn Care Landscaping March-15 MBE, EDGE Capital J&J Flooring, LLC Flooring March-15 MBE Capital, Bonding, Mgmt & Cert Assistance Kynard's Building Services, LLC Janitorial April-15 MBE, EDGE Capital Logan Painting and Decorating Painting June-15 MBE, EDGE Capital, Bonding ASAP Mow & Snow, LLC Landscaping & Snow Removal September-15 MBE, EDGE Capital Smith Electronics and Alarm, LLC Security & Fire Alarm Installation October-15 MBE (Pending) Capital, Bonding, Mgmt & Cert Assistance