CITY OF AKRON, 2009 ANNUAL INFORMATIONAL STATEMENT

The City of Akron intends that this Annual Informational Statement will be used (1) together with information to be specifically provided by the City for that purpose, in connection with the original offering and issuance by the City of its bonds, notes and other obligations and (2) to provide information concerning the City on a continuing annual basis.

Questions regarding information contained in this Annual Informational Statement should be directed to Diane L. Miller-Dawson, Director of Finance, City of Akron, Municipal Building, 166 South High Street, Akron, Ohio 44308; telephone 330-375-2316; telecopy 330-375- 2291; email [email protected].

The date of this Annual Informational Statement is June 1, 2009, as supplemented as of June 26, 2009.

REGARDING THIS ANNUAL INFORMATIONAL STATEMENT

The information and expressions of opinion herein are subject to change without notice. Neither the delivery of this Annual Informational Statement nor any sale made in connection therewith shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date of this Annual Informational Statement.

TABLE OF CONTENTS

Page

Cover Page...... 1 REGARDING THIS ANNUAL INFORMATIONAL STATEMENT...... 2 TABLE OF CONTENTS...... 2 INTRODUCTORY STATEMENT...... 6 THE CITY...... 7 General ...... 7 City Government ...... 7 Employees...... 10 Facilities ...... 11 Capital Investment Program...... 12 Community and Economic Development Programs ...... 13 Industrial Development Program...... 13 Grant Washington Renewal Project...... 13 Opportunity Park Renewal Project...... 13 Selected Updates ...... 14 Map 1. Industrial Development Program...... 15 Canal Place ...... 16 Sweitzer Avenue Industrial Development Project ...... 17 Bridgestone/Firestone Project...... 18 Bridgestone/Firestone Technical Center...... 18 Goodyear Tire & Rubber Company Project ...... 18 Akron Global Business Accelerator...... 19 Ascot Industrial Park...... 20 Ghent Road Office Park...... 22 West Akron...... 22 South Akron Redevelopment; Akron Square ...... 23 Airport Development Area ...... 23 Lockheed Martin Corp...... 24 Massillon Road Industrial Park ...... 24 North Turkeyfoot Industrial Park...... 24 University Technology Park...... 25 South Munroe Road Industrial Park...... 25 Former Brown/Graves Lumber Mill Property...... 25 Morgan Urban Renewal Area...... 25 Polymer Research and Development ...... 25 Polymer Industrial Projects...... 26 Central Business District (CBD) Development Program ...... 26 Cascade Renewal Project...... 26 Convention Center ...... 27 Quaker Square Development Project...... 27 University Area Expansion and Development ...... 27

- 2 - CL1030715.8 UniversityPark Area Redevelopment...... 28 Nationallnventors Hall of Fame...... 28 CanalPark Stadium...... 28 Lock III RedevelopmentArea 29 Akron Civic Theatre...... 29 O'Neil's Building.... 29 Map 2. CentralBusiness District 30 Main PlaceProject 31 Akton's Historic District at Main and Market 31 Akron-Summit County Library System 31 Akron Art Museum 31 FormerFire StationOne ...... 32 SummaHealth Systems [nc...... 32 CanalSquare (YMCA Project)..... 32 State,County and City Projects 32 Main StreetTransitway 32 Downtown StrategicPlan; Downtown Akron Partnership 32 Akron BiomedicalCorridor.... 33 Other CBD Developments 33 City-WidePrograms and Projects ...... 34 All-AmericaCity...... 34 Knight Centerof Digital Excellence 34 Imagine.Akron2025 34 Auto DealershipRetention...... 34 HighlandSquare Redevelopment ...... 34 Akron Community Learning Centers 34 Map 3. Akron BiomedicalCorridor.... 35 NeighborhoodDevelopment Program ...... 36 NeighborhoodBusiness District (NBD) Projects..... 36 NeighborhoodHousing DevelopmentProj ects ..... 36 a- New ResidentialConstruction JI Joint 37 4l Historical JEDD Revenues 42 Land Use/Annexation...... 43 Economicand Demographic Information ...... 43 Population 43 Employrnent...... 44 Income 46 Housing and Building Permits 46 SewerSystem...... 47 General..... 47 CapitalImprovements ...... 48 Employees 49 ServiceArea and Users 50 SewerRates 52 B illing; DelinquentSewer S ystem B ills...... 54 HistoricalOperating Results...... 55 Water System 55 General..... 55 Water Supply,Treatment and Distribution ...... 56 CapitalImprovements ...... 57 Employees 58 ServiceArea and Users 59 WaterRates...... 60 B illing; DelinquentWater S ystem B ills ...... 6I HistoricalOperating Results...... 62 OtherUtilities..... 62 Solid WasteCollection and Disposal System.. 62 Heatingand Cooling...... 63 NaturalGas: Electricitv ...... 63 Transportation...... -...... 63 Education.. 64 Akron City SchoolDistrict.... 64 The Universityof Akron ...... 65 Other Schools 66 HealthCare...... 66 Recreationand Entertainment...... 67 FINANCIAL MATTERS 69 Introduction 69 Budgeting,Tax kvy and AppropriationsProcedures 70 FinancialReoorts and Examinations of Accounts...... 7T CashBalances and Investments...... l2 FinancialOutlook..... 74 AD VALOREM PROPERTYTA)GS AI\D SPECIAL ASSESSMENTS 75 AssessedValuation 75 OverlappingGovemmental Entities ...... 78 Tax Rates.. 78 Tax Table A: OverlappingTax Rates 79 Tax TableB: City Tax Rates...... 80 Collections 80 SpecialAssessments ...... 82 Delinquencies...... 83 MI-INICIPAL INCOME TAX...... 84 OTIIER GENERAL FT]I\D REVENUE SOURCBS 85 Nontax Revenues 85 Historical Collectionsof Nontax Revenues 86 Licensesand Permits 86 Chargesfor Services...... 86 Fines and Forfeitures. 86 lnterestEarnings.... 86 ExpenditureRecoveries 87 Other...... 87 Local GovernmentAssistance Funds 87 CITY DEBT AI\D OTIIER LONG.TERM OBLIGATIONS...... 87 Securityfor GeneralObligation Debt...... 88 Bondsand Bond AnticipationNotes...... 88 UnvotedBonds...... 88 VotedBonds...... 88 BANs...... 88 StatutoryDirect Debt Limitations...... 89 LrdirectDebt andUnvoted Property Tax Limitations...... 89 Debt Outstanding 9I Debt Table A: Principal Amounts of OutstandingGeneral Obligation Debt; Capacityfor Additional Debt Within Direct Debt Limitations ...... 9l Debt Table B: Various City and OverlappingGeneral Obligation (GO) Debt Allocations (Principal Amounts) 94

Debt Table C: Projected Debt Service Requirements on Unvoted General Obligation Bonds ...... 95 Payment of Debt Service...... 96 Debt Table D: Principal Amount of General Obligation Debt, the Debt Service on Which Was (or Will Be) Retired from these Sources .... 97 Bond Anticipation Notes...... 98 Debt Table E: Outstanding General Obligation Bond Anticipation Notes ...... 99 Changes in Indebtedness; Future Financings ...... 99 Revenue Bonds...... 101 Water System Revenue Bonds...... 101 Sewer System Revenue Bonds...... 101 Special Revenue Bonds...... 102 Income Tax Revenue Bonds ...... 102 Pension Bonds...... 102 General Obligation Bonds ...... 103 Guarantees...... 103 Community Learning Centers (CLC) Bonds...... 104 Income Tax Revenue Bond Debt Service and Debt Service Coverage...... 105 Nontax Revenue Bonds...... 107 Long-Term Obligations Other Than Bonds and Notes...... 109 OWDA, ODOT, ODOD and OPWC Loans ...... 109 Certificates of Participation...... 112 Other Obligations...... 112 Retirement Obligations...... 113 LEGAL MATTERS...... 114 Litigation...... 114 Bond Counsel...... 114 RATINGS...... 114 CONCLUDING STATEMENT...... 115

Appendix A-1 - Comparative Summary of General Fund Receipts 2004 through 2008 and Budgeted 2009 Appendix A-2 - Comparative Summary of General Fund Expenditures 2004 through 2008 and Appropriated 2009 Appendix B - All-Funds Summary for 2004 through 2008 Appendix C - Greenprint for Akron. An excerpt from the City of Akron plan for sustainability. Appendix D - CUSIP Numbers for City of Akron Bonds and Other Obligations

This Annual Informational Statement serves to comply with the City’s Continuing Disclosure Agreements entered into in connection with the listed Bonds and Other Obligations of the City (see INTRODUCTORY STATEMENT and Appendix D).

- 5 - INTRODUCTORYSTATEMENT

This Annual Informational Statement(the Annual Statement)has been preparedby ttre City of Akron, Ohio (the City) to provide, as of its date, financial and other information relatir-r€ to the City. The City intends that this Annual Statementbe used in conjunction with specific offering information to be provided by the City in corurectionwith the original offering and issuance by the- City of specific issues of bonds, notes or other obligations. Such specific offering information, takenlogetherwith this Annual Statement,will serveas the Official Statementfor each of those issues. Following the distribution of this Annual Statementand concurrently with_the original offering by the City of a particular issue of its bonds, notes or other obligations,the City may distribute or make availablethe specific offering information relating to that issue along with information updating or revising information contained in this Annual Statement.

The City has preparedand circulatedto interestedpersons an annual informational statementsuch as this Annual Statement in each year since 1978 and intends to continue that practice. Since 1996,the City has enteredinto continuing disclosureagreements (the {greements) pursuantto SEC Rule 15c2-12 in connectionwith the primary offering by the City of each of its issues of bonds and other obligations subject to that rule. The Agreementsrequire the City to provide annually financial information and operating data for its immediately preceding fiscal year of the type inclirded in the final official statementfor each of the respective issues. This Annual Statementis provided in order to satisfy the obligation of the City under the Agreements. It will be filed with the Municipal SecuritiesRulemaking Board (MSRB) through its Electronic Municipal Market Access(EMMA) system. The list of bonds,notes and other obligationsof the City to yftiq! this Annual Statement applies-When is set forth in Appendix D and includes the applicable CUSIP numbersfor those issues. completed,the audit of the City's financial statementsfor fiscal year 2008 will be filed with the StateAuditor, the Single Audit Clearing House,the MSRB fugogtt its EMMA system and various grant and other appropriate agenciesand will be mailed upon written request.

Questions regarding information contained in this Annual Statement or requests to be placed on the mailing list to receive this Annual Statement should be sent to Dian-eL. Miller-Dawson, Director of Finance,City of Akron, Municipal Building, 166 South High Street,Akron, Ohio 44308. The Director of Financeis the officer designatedby the City to respond to questions concerning the Annual Statementand the financial matters of the City in general. She may be contactedat the above addressor by telephone330-375-2316, telecopy 330-375-229I or email milledi @ci. akron.oh.us.

All financial and other information in this Annual Statementhas been provided by the City from its records, except for information expressly attributed to other sources. The presentationof information, including tablesof receiptsfrom taxesand other sources,is intendedto ihow recent historical information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representationis made that past experience,as is shownbythat financial and other information, will necessarilycontinue or be repeatedin the future.

This Annual Statement should be considered in its entirety and no one subject consideredless importantthan anotherby reasonof location in the text. Referenceshould be made to laws, reports or documentsreferred to for more complete information regarding their contents.

Referencesto provisions of Ohio law or of the Ohio Constitution or the Charter of the City (the Charter)are referbncesto thosecurrent provisions. Thoseprovisions may be amended, repealedor supplemented.

As used in this Annual Statement,"debt service" meansprincipal of and intereston the obligations referred to, "County" meansthe County of Summit, "State" or "Ohio" meansthe Stateof Ohio and "JEDD" meansa Joint EconomicDevelopment District.

-6- TIIE CITY

GENERAL

The City is located in the County of Summit in northeast Ohio, approximately 35 miles southof Cleveiand. The City, the county seat,was incorporatedin 1836.

In the 2000 Censusclassifications, the City was in the Akron Primary Metropolitan Statistical Area (PMSA), comprised of Summit and Portage Counties. It_ was also in the Cleveland-Akron-Lorain'ConsolidatedMetropolitan StatisticalArea (CMSA). Effective in 2003, the PMSA was renamed the Akron Metropolitan Statistical Area (MSA). The CMSA was reclassified as the Cleveland-Akron-Elyria Combined Statistical Area (CSA). Only limited statisticsare now availablefor the new CSA.

CITY GOVERNMENT

The City operatesunder and is govemedby its Charter,which was first adoptedby the voters in 1918 and which has been and may be amendedby City voters from time to time. The City is also subject to certain general laws applicable to all cities in the State. Under the Ohio Constitution, the City may exJrcise all pow&i of local self-govemmgnt,_1nd may enact po$", sanitary and similar iegulations to the extent not in conflict with applicable general laws. The Charterprovides for a Mayor-Council form of government.

Legislative authority of the City is vestedin a l3-member Council. Three members are elected at-large for four-year t-erms;ten members are elected from wards for two-year terms. The Council fix-es compenjation of City officials and employees and enacts ordinances and resolutionsrelating to Cily services,tax levies, appropriatingand borrowing qqley, licensing and regulating busineises and trades, and other municipal purposes. The_presiding.officer.is jhe PrEsident-ofCouncil, who is electedby the Council to serve-untila new Presidentis elected. The Charter establishescertain administrativedepartments and authorizesthe Council, by a two-thirds vote, to establishadditional departments and divisions within the departments

The City's chief executiveand administrativeofficer is the May_or,who is ^electedby the voters to that offi-ce for a four-year term. The Mayor appoints the directors of the City departments.The major appointedofficials are the Directors of Finance,Law, Planning,.andFltig Service and the Deprity Miyors. The Mayor also appoints membersto a number of boards and commissionsand appointsand removes,in accordancewith civil servicerequirements, all appointed officers and emplo!6es,with a few exceptions,including Council officers and employeesand health and personneldirectors.

The Mayor may veto any legislation passedby the Council. A veto may be overriddenby a two-thirds vote of all membersof the Council.

-7 - All electedofficials, exceptthe Mayor, servepart-time. The current electedofficials and someof the major appointedofficials are set forth in the following tables.

Elected Date of Beginning Expiration Date Officials Name of Service of PresentTerm

Mayor Donald L. Plusquellic(a) January3,1987 December3I,20II

Council:(b) President Marco S. Sommerville(c) February13,1984 December31,2009 Members Terry H. Albanese January29,2001 December31,2009 John R. Cont(d) JanuaryI,1992 December31,2009 RaymondW. Cox III(e) February2,2009 December31,2009 Kelli Crawford January10,2008 December31,2009 Michael Freeman JanuaryI,2002 December31,2009 ReneeL. Greene June16,1997 December31,2009 JamesP. Hurley III February12,2007 December31,2009 Kenneth Jones(f) March3,2008 December31,2009 Bruce Kilby January1,2006 December31,2009 Tina Merlitti May 16,2005 December31,2009 Jim Shealey(d) January1,2000 December3I,2009 Michael D. Williams(a) January1, 1988 December3T,2009

(a) Mr. Plusquellic became Mayor upon the resignation of former Mayor Thomas C. Sawyer, who was elected to the U.S. House of Representativesrepresenting ine t+ttr CongressionalDistrict. Mr. Plusquellic was re-electedto a sixth full term as Mayor at the November 1007 election. Prior to becomingMayor, Mr. Plusquellic servedin City Council for l2years, the last three of which as Presidentof Council.

(b) The Clerk of Council is appointedby Council and is a classifiedemployee. Council appointedRobert Keith, wlp formerly servedas Ward 8 Council member for I I years,as the Clerk of Council eflective January13, 2009. He replacedCheri Prough who retired with over 30 yearsof serviceto the City.

(c) Mr. Sommervillebecame PresidentofCouncil on Januaryl, 1999.

(d) At-large members. Mr. Shealeywas appointedon February5, 2008 by Council. Previously,he servedas a ward Council member.

(e) Mr. Cox was appointedby Council to replaceRobert Keith as Ward 8 Council member.

(0 Mr. Joneswas appointedby Council to replaceJim Shealeyas Ward 5 Council member.

Mr. Plusquellic, the City's longest serving mayor, served from June2004 to June2005 asthe 62nd presidentof the U.S. Conferenceof Mayors (USCM), u national non-partisan organization of mayors for cities with a population of more than 30,000. Prior to becoming presidentof the USCM, Mr. Plusquellic servedas chairmanof the orgarrization'sadvisory bgar{ as well as vice presidentof the USCM, and receivedthe prestigiousCity Livability Award, the highest honor bestowedon city leadersby the USCM. A petition for a recall election of the Mayor was filed. The recall effort was organizedand led by a perennialpolitical opponentof the Mayor. City Council set June 23,2009 as the date for this vote. The recall was defeatedby the voters in this specialelection, with approximately74o/o of the over 28,150voters supportingthe Mayor.

-8 Appointed Dateof Beginning YearsService Oflicials Name of Service with the Citv

Director of Finance Diane L. Miller-Dawson(a) January10,2004 22 Director of Law Max Rothal@) December14,1987 25 Director of Public Service Richard A. Merolla(c) March26,2007 26 Director of Planning John Moore(d) JanuaryI,2OO9 25 Deputy Mayor for Intergovernmental Relations Laraine Duncan(e) January10,2004 13 Deputy Mayor for Public Safety (0 Deputy Mayor for Economic Development Robert Y. Bowman(g) Jvne2,2004 5 Deputy Mayor for Administration David Lieberth(h) May l,2OO2 7

All appointedofficials serveat the pleasureof the Mayor.

(a) Prior to her appointmentas Director of Finance, Ms. Miller-Dawson served as Deputy Director of Finance for sevenyears. Prior to that, she servedas the FinanceManager for the Publications/NewsServices Divisions at the Univeisity of Buffalo for six months. She also servedin various capacitieswith the C-ity's Departmentof Public Service, including Operations Research Manager for four years, Operations Analyst for five years and Account Clerk for one year.

(b) Prior to his appointmentas Director of Law, Mr. Rothal servedas the City's Chief Litigator fbr four years. Prior to his servicewith the City, he was in private practice.

(c) Prior to his appointmentas Director of Public Service,Mr. Merolla was Chief Operating Offi9e1of Buckineham, Doolittle & Iifnoughs, LLP and a seniormanager for Deloitte Consulting in the company'spublic sector. Prior to that, he served as Director of Finance of the-City for four years, Budget Director for seven years and as an economistin the Departmentof Planningfor 13 years.

(d) Prior to his appointmentas Director of Planning, Mr. Moore served in various positions in the Department.of Planning and iJrban Developmentduring his care-erwith the City. including Interim Director for four months prior to his appointmentand Zoning Manager for 12 years.

(e) Prior to her appointment as Deputy Mayor- for Intergovernmental Relations, Ms. Duncan served as Assistant to the Mayor for Education for thre6 years. Prior to thit, she served for five years as the Executive Director of the Private Industry Council, a federally fundedjob placementagency governed by the Mayor's offtce and the County of Summit Executive.

(0 This position is vacant. IVIr. Inrry Givens has retired from this position as of May l,29W. Prior to his appoiirtment as Deputy Mayor-Mr. for Public Safety, Mr. Givens served as Assistant Sheriff of the County_from Jinuary 2001 to luiy iffil. Givens also servedin the City's Police Departmentfor over 26years. He was Chief of Police from 1992until his retirementin 1996.

(c) Prior to his appointment as the Deputy Mayor for Economic Development, Mr. Bowman worked at the Greater Akron Cham6erfor over 16 years,most recently as the vice presidentof economicdevelopment.

(h) Prior to his appointment as Deputy Mayor for Administration, Mr. Lieberth was a practicing attorney and president of his own consulting and productioncompany. EMPLOYEES

As of Januaryl,2009 the City had 2,214 full-time employeesand 375 seasonal, part-time and temporary emfloyees. The number of full-time employeesdecreased 9y Z9 in 2008. A statewide pubfic eriployee-collective bargaining law applies generally to public employee relationsand collective bargaining.

The numbers of full-time employees,represented by and covered by agreements with the City negotiatedby the bargainingunils listed below as of January1 for years2005 through 2009, are set forth in the fbllowinglable.- The remaining full-time City employeeshave not elected to or are not eligible to join a bargainingunit.

The Mayor has proposed,and the City has undertaken,the consolidationof certain serviceson a regional basisby merging certain City divisions and serviceswith their counterpartsat the County. These include the Weights and Measures Division, the Central Servile copying servicesand, in early 2009,the Building Department(primarily Building and Plans and Permits and lnspections) and th-eNarcotics Division of the Police Department. The City_believes that this regional approachwill strengthenthe provision of servicesand savecosts. It will likely affect City employmentnumbers in future years. Expiration Date of Number of Employees BareainineUnit Aereementwith Citv (asof .IanuarvL)

2005 2006 2007 2008 2009

Akron NursesAssociation (ANA) December3l,20ll 23 21 2l 19 20 lntemationalAssociation of Fire Fighters,Local #330 December31,2009 352 370 359 353 375 FratemalOrder of Police Lodge #7 (FOP) December3I,2009 477 468 45I 474 467 Akron Civil ServicePersonnel Association(CSPA) December3I.20lI 452 435 424 418 388 American Federationof State, County and Municipal Employees,l,ocal #1360 (AFSCME) December3L,2009 490 472 439 435 395

Three-year agreementswith the police and firefighters have been approygd wit! wage increasesof 3.67o for-each of the years 2W7,2008 and 2009. The agreementwith Local #1t60 providesfor wage increasesof 2.0% for 2006, I.07o for eachof 2007 and2008 and 2.57ofor 2009. The agreementwith the ANA and CSPA providesfor a wage increaseof 2.57afor 2009 with wagereopeners in 2010 and2011.

Generally, the terms of salaries, wages and other economic berrefits for City employeeshave been the productsof negotiationswith representativesof the statedbargaining units. Alf of the bargaining units have formal written agreementswith the City covering working conditions, employee rights, gdevance procedures and other standard features of collective bargaining agre-ements.tn the judgment of the City, labor relations with its employeeshave been and are consideredcurrentlv to be satisfactory.

10- FACILITIES

Certain of the City's buildings and facilities are briefly describedin the following table. For discussion of othei City facilities, see also Capital Investment _Program and Community and Economic Development Programs -- Canal Park Stadium, Sewer System, Water System and Recreation and Entertainment. DateBuilt or Size Facility Purchased (sq.ft.) Use

MunicipalBuilding Built 1925 99,000 AdministrativeOffi ces(Mayor, Council.Finance. Public Service.Planning, Economic Development)

CitiCenter Buildine and Purchased1993 200,000 Administrative Offices (Fire, Parking Deck Personnel,Public Utilities); YMCA facilities

H. K. StubbsJustice Center Built1968 160,220 PoliceDepartment, Municipal Courts anclProsecutor's Office

Morley Health Center Built 1969 90,000 Public Health Administration; & Patking Deck Fublic Parking

CascadeParkins Deck & Built 1970 630,000 Public Parking;pedestrian Plaza; Main StI Tunnel & access Transition BuildingAMalk

Opportunity Park Parking Built 1973 318,100 Public Parking D^eck& Skvwalk Rebuilt2002

Broadwav Parkine Deck & Built 1996 166,150 Public Parking Skvwalfr

Akron Centre Parking Deck Built 1971 590,740 Public Parking Expanded2007

StateStreet Parking Deck Built 1998 151,000 Public Parking

Municipal ServiceCenter Builr 1976 87,910 Administrative Offices (Public Complex(three buildings) (total) Works, Motor Equipment, Traffic Ensineerins):Fueling and repairbf City iehicles

Motor Equipment Garage Purchased1985 43,600 Fuelingand repair of City venlcles

WestsideQepo_t Garage Builr1965 12,660 Fueling and repair of City 1540Copley Rd. vehiclSs

Fire Stations(13) Built 1920to 126,790 Fire.fighting personneland r995 (total) equlpment

Fire MaintenanceFacility Built 1963 2r,190 Equipmentmaintenance stdreioom;hydrant repair and mamtenance

High-Market Parking Deck Built 2004 265,090 Public Parking

1l The City purchasesfire and extended coverage insurance on all buildings and contents to $175,000,000(loss) per occulrence, with a deductible of $250,000. Coverage is purchased on approximately 1,200 vehicles for combined single-limit liability of $1,000,000. Settledclaims have not exceededthe City's insurancecoverage in any of the pastthree years.

CAPITAL INVESTMENT PROGRAM

The City's Department of Planning and Urban Development annually studies the future capital improvement needs of the City and prepares a five-year forecast of capital improvements. This Capital Investment Program establishesa long-range capital budget and provides for an annual review of progressand programs. The major source of funding for thg Capital lnvestment Program is the 277o of municipal income tax revenue allocated to capital expenditures(see Municipal Income Tax). Other major sourcesof funding include Water System and Sewer System service fees, special assessments,federal and State transportationfunds and Community Development Block Grant (CDBG) Program funds. Reductionsin federal and State funding could delay implementationof someprojects in the progam.

Since its inception in 1963, the Capital Investment Program has provided over $3.3 billion in permanentpublic improvementsfor the City, including storm and sanitary sewers, streetimprovements (paving, curbs, sidewalksand shadetrees), water mains and services,bridges, parks and diverse otler public facility improvements. The Capital Investment Program has itimulated millions of dollars of private investment. This progr:lm has also been successfulin maintaining and improving the City's many fine residentialneighborhoods. While continuing these neighborhood improvements, the Capital lnvestment Program will also continue to emphasize improvements that encouragefurther industrial and commercial growth within the City.

The Director of Public Service is responsiblefor the construction,maintenance and operation of the City's capital facilities. Maintaining and preserving the City's basic public facilities, that is, its "infrastructure,"has been,and continuesto be, a major priority for the City. As a result, the City considersits capital facilities to be in good condition. An example of the City'q commitment to the preservation of its infrastructure is its investment in the City's street and expresswaysystem, including bridges,highways and local and arterialstreets.

The City is responsiblefor 267 bridges on its streetsand highways, some of which are State-ownedbridges for which ttre City is only responsiblefor routine maintenance. Major bridge problems have been avoided through an active bridge rehabilitation and replacement program. The City conductsan annual inspectionand assessmentof all bridges. Since 1980, the City has spent over $9.5 million on bridge maintenanceand over $125 million on major bridge reconstruction, replacementand repair. The City has used the maximum federal funds available for these projects. In addition to continuing bridge maintenance, the City has programmed approximately$20 million for major repairsor replacementin the next five years. It is anticipated that federalfunds will againbe usedto pay for the major shareof this work.

The CiW will receive$21.0 million from federal stimulusfunds for improvementsto a major bridge in the City ($Z.S million) as well as for improvementsto anotherbridge and to severalstreets. (See Industrial Development Program - Goodyear Tire & Rubber Company Project.)

The City is servedby a number of interstateand Stateexpressways, as well as by an innerbelt freeway. In cooperation with the State Department of Transportation, the City is continuing the rehabilitation of the 26 miles of expresswaywithin the City by paving, repairing or replacingbridges and making safety improvementsat an estimatedcost over the next five yearsof approximately$70.4 million. Approximately 97Voof the total funding for these improvementsis provided by various federaland Stateprograms. -t2- In addition to maintaining and improving the bridges and expressways,the City has made a major investment in its residential and arterial street network. Since 1980, the City has made improvements,including new pavement,curbs, drainage, sidewalks and storm sewers,to over 125 miles of formerly unimproved streets,as well as reconstructionand repair of existing streets. Various local and highway funds were usedto pay the cost of theseprojects. The City's five-year capital budget -provides approximately $47.4 million for residential, arterial and collector street irnprovements. In addition, $20.4 million is to be used for street resurfacing. An additional $15.6 million is budgeted for public improvements within the City's Community Development Housing Treatmentareas and Housing Petition areasover the next five years.

COMMT]NITY AND ECONOMIC DEVELOPMENT PROGRAMS (SeeSelected Updates at page 14.)

Industrial Development Program (SeeMap 1.)

Grant Washington Renewal Project. Initiated n 1962 as the City's first urban renewal project, the Grant Washington Renewal Project includes approximately 105 acreslocated just southeastof the central businessdistrict (CBD). This project convertedan area dominatedby obsoletefactories, derelict structuresand overcrowdedand substandardhousing into an attractive industrial and commercialpark including 44 new buildings, with an adjoining new, moderatelylow and medium income residential developmentof 208 dwelling units. Private developmentin this area has exceeded$25 million by 2008. The also acquired facilities in this project areato provide studenthousing, offices and classrooms. Since the completion of the initial construction, Buckeye State Credit Union purchased land in the project area and completed constructionof a 2,000 squarefoot customerservice facility. Akton's Main Post Office constructed a 49,200square foot expansionwith a new parking gilage.

Opportunity Park Renewal Project. The Opportunity Park Renewal Project encompasses residential, industrial and commercial redevelopment within its 530 acres. Channelwood Village, a residential community, is located in the project area and includes 961 housing units, a middle school, undergroundutilities, a modem street systemand 17 acresof City park, including a renovated portion of the Ohio & Erie Canal, which runs through the City. Pursuantto an Urban DevelopmentAction Grant (UDAG) Agreement,Alpha Phi Alpha Homes, fnc., a nonprofit corporation and a subsidiaryof the local chapterof Alpha Phi Alpha Fratemity, built and managesa townhouse development,The Landings Condominiums, in the area of the Opportunity Park RenewalProject. The City receiveda$2.4 million UDAG for use as low-interest second mortgage loans to qualified purchasersof the 156 condominium units at the T'andings. Alpha Phi Alpha also constructed50 units east of the canal. The City, in partnershipwith private developersand the Home Builders Associationof Akron, constructedand sold nine new homes in the Opportunity Park areain 1999.

GOJO lndustries,which beganover 50 yearsago in the City, acquiredand renovated the former B.F. Goodrich Companyheadquarters building as its new corporateheadquarters. This project has resulted in over 300 employees at this site. The City acquired the building from Goodrich for $2.5 million, and Goodrich donatedthe land to the City. In accordancewith the City's contract with GOJO, the City completed asbestos removal and additional environmental remediation in 1999. GOJO invested over $23.5 million in renovations; it moved into its new headquartersin May 2000 and currently has 373 employees(52 more than reportedin 2008).

-13- Community and Economic Development Programs - SelectedUpdates from May 1,,2008 (for additional information, see pages referenced below) o The City will also receive $13 million of federal stimulus funds to improve bridges and roadwaysin the City (page12). Bridgestone/Firestoneannounced plans to build its new technical center in the City. This $100 million investment(including $10 million by the City) will retain 1,000jobs. The City will receive $8 million of federal stimulus funds for major street improvementsas part of the project(page 18). Goodyear Tire & Rubber Company, Industrial Real Estate Group (the developer), the City, the County and the State continue to work on a plan to locate the company's global and North America headquarters in the City in new state-of-the-art facilities adjacent to its Technical Center; 2,900 jobs will be retained. This $900 million redevelopment project includes additional industrial, retail and commercial development(page 19). Akron Global BusinessAccelerator's 70,000 squarefoot building is now availableto house technology-drivencompanies; 38 start-upbusinesses with 261 employeesoccupy the facility (page19). Ascot lndustrial Park projects completed include a 55,000 squarefoot manufacturing facility for ComDoc Inc. and a 25,000 square foot laboratory and testing facility for Summit Environmental Technologies(page 20). o FirstEnergy Corp. completed construction of its new office building to house up to 700 employeesin its West Akron Campus in August 2008 (page22). o Lockheed Martin Corp. completed the environmental cleanup of its Airdock and hired 76 employeesin 2008 (page24). o Akron METRO Regional Transit Authority completed constructionof a $16.3 million central transfer station in the University Technology Park (page 25). o The University of Akron acquired the former Quaker Square hotel and retail complex and began using it as a studentresidence hall (page 27). The Knight Foundation pledged $25 million to create the Knight Center of Digital Excellence to build community broadband networks in the City and 25 other communities. The Center will be located in the City and is expected to be completed in summer 2009, employing 16 people. As part of the Center'splan, the City will be able to offer free public wirelessInternet access across 11 squaremiles, includingthe downtown area(page 35). Summa Health System constructeda $28 million cancercenter on its Akron Hospital campus. The building was dedicatedin September2008 (page65). InfoCision ManagementCorporation announcedplans to retain 600 jobs and add 400 jobs to a new headquartersin the Bath-Akron-FairlawnJEDD. The City will provide $6.75 million to Infocision, in the form of a forgivable loan, for the purchaseof two properties in order for Infocision to accomplishthis pledge. Foundation Industries relocated a custom injection molding company into the City on West Waterloo Road in the former Myers Industriesproperty with a $150,000forgivable loan from the City. The company moved in with 37 employeesand with a pledge to grow to 52 within two years. o The City has initiated a sustainability plan for the City of Akron, "Greenprint Akron." An introductory section to that 100+ page Plan is included in this Annual Statement at Appendix C.

14- g e E E Elgo e t a o 4-giF-.ri ? o IEE i Estil i tr o. iFsri.. E:.i"*Er*i ;:!;ET EFE€:si.'; i =, 9.iee"i BE;!gii:* rr Eg -E""9i3tcEi$Ea;t:g9E

MAP I

t5- Canal Place. In 1988,Covington Capital Corporationpurchased 27 buildings in the 3.2 million squarefoot B.F. Goodrich Company manufacturingcomplex. Severalof the buildings in the complex, now renamedCanal Place,have been adaptedfor offices and light manufacturing; others have been removed to provide parking and open space. Canal Place,with over 1.5 million squarefeet of space,is now at approximately737o occupancy. The 12 buildings in the complel houseover 2,300 employees. ChaseBank leasesapproximately 65,000 squarefeet for its loan and processing departments. The bank invested $5.0 million in improvements along with the $1.1 million investedby CanalPlace.

ln 1993, Spaghetti Warehouse opened a restaurant in 14,000 square fegt o{ renovated space in Canal-Place with 90 employees. GPD Associates, an architectural and engineeringfirm, now occupies50,000 squarefeet on more than three floors in Building #25 yith approximaiely 200 employees. Time Wamer Cable Regional Headquartersinvested over $1.0 million to locate in Building #17 occupying approximately78,000 squarefeet with 450 employees (150 more than reported in 2008). Other Canal Place tenantshave included: The Ohio & Erie Canal Conidor Coalition, West Point Market's gift-basket business,American Medical Response with approximately460 employees,Vera Wang Bridal House,Hardesty, Karren & Zimmerman (a law firm), Millenial Group, Plastic Lumber, Arcadis, AppeteazersDeli, Canal Place Barber Shop, Curtis Software, Cathcor Title Agency, Comunale Sculptural, Northcoast Theatrical, Energen, Hattie Larlham, Weaver Industries, United Disability Services, BGI, Bureau Veritas, Fratemal Order of Police #I39, Sacs Consulting & Investigative Services,United Security Management Services,Klassic Kuts, Kozmic Korners DaycareCenter, LEK Computer Systems,Summit County Republican Headquarters,Level 3 Communications,lnvent Now Kids, Quickey Computer, Fleet Electric, Summit Education Initiative, Moore Counseling and Mediation Services, Inc., SE Blueprint,-Other Team 4, Tri-County Employee AssistanceProgram, Benesford Industriesand Ayalogi_c lnc. recent additions include: Homesite Insurance,National lnventors Hall of Fame, Bish Court Reporters,Interstate First Financial,Matt Gaeckle(attomey), Brunsdon & Shade(attorneys), Wilkerson & Assoc. (attomeys),Radiant Research and Old Republic National Title lnsurance.

ln 1995, Advanced ElastomerSystems (AES) relocatedits corporateheadquarters from St. Louis to the City. The companyoccupies a portion of the former Goodrich manufacturing facilities that were renovated by Tell Companiesfor AES. AES (ExxonMobil Chemical is its parent company) is a world leader in thermoplasticelastomers, the core technologyfor which was startedin the City in the early 1980s. The AES facilities include office, laboratory and prototype manufacturing space. AES now employs 140 people (85 less than reported in 2008), including employeeswho were transferredfrom St. Louis. Currently, AES leases152,500 squarefeet and plans to expandinto an additional 74,000squarc feet over the next severalyea$. The City assisted with this -enviroruriental-clean-upproject by preparing the site for renovationsincluding demolition of one building and extensive of another. Other City improvementsincluded new sidewalks, landscapingand restorationof the adjacentOhio & Erie Canal. Renovationand developmentcosts were approximately $30 million. In 2002, Tell Companies increasedparking capacity for lhe 465,000 squarefoot facility by constructinga new 440-carparking lot and a new skywalk providing accessinto the building.

ln 1997,MBNA America Bank, N.A., a nationalcredit card company,leased 37,000 squarefeet in the AES building, creatingover 175 new jobs. [n order to fully servethe needsof building tenants,the first level of the building housesa Kid's Play, Inc. childcarecenter and a food court. Malone Advertising becamea tenantn 1999and now has a total of 176 employees(39 less than reported in 2008). NuVox Communications,a telephoneservice provider originally basedin St. Louis, moved into the building in February2000 and has six employees.A new sportsmedicine and rehabilitationcenter opened in the AES Building in 2001,providing a 13,000square foot state- of-the-art therapy pool and physical training facility. Brouse McDowell, a regional law firm that employs 126 people(six more than reportedin 2008), moved into the AES businesscampus inZOO4 and occupies 75,000 squarefeet in the facility. Other tenants include: Stricklands, UDS Low

-16- Vision, Brown Mackie College,Bruner-Cox, Summa Orthopedics, Parker, Leiby, Hanna& Rasnick, Allied Health, Tell Companiesand EG&G Inc., a landscapearchitectural and design group. The AES Building is nearly fully occupied,with total employmentexceeding 850 people (70 less than reportedin 2008).

ln 1996, GTE Mobilnet constructeda $7 million regional wireless switching office and tower in Opportunity Park. This communicationscenter is the base for an l8-county service region. The Akron Metropolitan Housing Authority has its offices in the area employing 360 people (60 more than reportedin 2008).

The key to successfuldevelopment in this areajust south of downtown, and projects_ such as AES, GOJO and future development,is parking. The City purchasedthree groupings of property from Canal Place for $Z.Zmillion and, in 2ffi1, developed approximately 850 public parking spacesto servethis area. A925-car public parking deck was completedin2o02.

Since its inception, there have been a variety of other developmentsconstructed in Opportunity Park, resulting in approximately $47.5 million of investment in the project area, including:

. $15 million SBC regional computer data-processingcenter, employing 96 people(14less than reported in 2008),plus a $1.5million additionto its facility to housea computerizedbilling operation . $14.5 million FirstMerit Bank computer and operations center, employing approximately500 people . $750,000 Akron Board of Realtors headquartersbuilding, which now houses reXorce Thermionics . $1.9 million United Disability Servicesbuilding . $350.000Automotive Desisn buildine . $400;000Monitor Mold buitding (plaitic mold manufacturer) . $450,000Northeast Tire Mold Companybuilding and expansion . $2.1 million Akron BusinessCentre complex . $750,000Commercial Color Lab building $2.5million B.F.Goodrich Credit Union building and parking expansion . $700,000Aldi Grocery Store, 16,000square foot building . $600,000American Analyical Laboratories,Inc. building . $6 million renovationof former Houseof LaRosedistribution centerto be used bv Akron/CantonReeional Food Bank

Sweitzer Avenue Industrial Devel.opment Project. The redevelopment of the Sweitzer Avenue Industrial Area involved the improvement of an old, mixed residential and industrial neighborhood. The project area of approximately lI4 acres is located adjacentto the Bridgestone/Firestonefacilities- Using $6.9 million of federal grants, the City, in 1980, acquired over 150 dilapidatedhouses, relocated the occupantsto better housing and sold the clearedland to existing industry in the areafor industrial expansion. ln addition, the City made improvementsto the streets,sidewalks and water and sewerlines within the project area. Total private investmentto date in new plants,equipment and employeeparking in the areawas $10 million. The City believes the project creatednew jobs as well as helped preservethe 1,200existing jobs locatedin the project area.

The County has constructeda $40 million jail facility in this areaof the City. Begun in 1990, this multiphase project has resulted in approximately 715 total beds. Of these beds, approximately 100 are reservedfor use by the City (for a discussionof the City's payment to the County, seeLong-Term Obligations Other Than Bonds and Notes). A State-sponsored,100-bed

t7- community-basedconectional facility, located acrossfrom the County's facility, was dedicatedin March 1992. There are approximatdly251 people (36 more than reported in 2008) employed at thesefacilities.

BridgestonelFirestone Project. h 1984, Firestone Tire & Rubber Company_ completedthe renovationof its Plant I building, convertingthat facility into office spaceat a costof ovef $30 million. The City constructedand iepaired sidewalks,curbs and streetsthroughout t4e FirestoneParkway area sharing- in costs of thos-e-public improvements. This building is currently being used for offices by Bridgestone Firestone North American Tire, Lrc ("Bridgestone/Firestone")following the relocation of its headquartersto Nashville,Tennessee in 1992. ln 1996 and 1997,Bridgestone/Firestonelocated a new advancedtire pilot plant in the.City-at an estimated investment of approximately $10 million. This facility builds prototypg tires {or concept and new vehicle developmentand conductsresearch in a variety of areas,including tire recycling technology.

Bridgestone/FirestoneTechniral Center. On July 29,2008, Bridgestone/Firestone- announcedthat the company will build its new 246,500 squarefoot technical center at the corner of South Main Street and FirestoneBoulevard. In addition, a new 400-spaceparking deck will be constructed on land currently owned by the City near the Firestone Stadium, with a skywalk over South Main Streetconnecting the two itructures. The total project will result in retentionof 1,000 jobs and an approximate$100 million investment,including $10 million budgetedby_the-City-for ihe implementition of the Firestone Park RedevelopmentPlan and South Main-Wilbeth Urban RenewalArea Plan. Many specific project actionsare necessaryto carry out thesePlans, including significant property acquisifion for new mixed-use redevelopmentof the blocks south of the BiidgestonelFiiestonecomplex. As part of the project,the City will improve South Main Streetand othei roadwaysto enhancetransportation in thii area. It has received$8 million of federal stimulus funds for theseimprovements. The City will also remove constructionwaste and debris from a site southof Wilbeth Road and will createanew ConfluencePark, which will include playing fields and other recreationalfacilities. Approval of the developmentagreement by all parties is anticipatedin mid 2009, with constructionof the facilities to be completedby 2012.

Goodyear Tire & Rubber Company Project. The Goodyear Tire & Rubber Company investedover $150 million to convert its former tire plant into the company's worldwide technicil Center for new product and tire researchand development. The Technical Center, completed in 1983, incorporates testing and development equipment and provides space for manufacturing,offices, a computercentei and a one-mile test track. The company also converted its industrial productsplant adjacentto the TechnicalCenter into a mechanicalengineering building at a cost of-another-$125million. The City participated in the Technical Center project by constructing streets,sidewalks and storm and sanitary sewers, installing street lights, providing landscapingand improving the Little Cuyahoga River area for recreationalactivities. The City received an $tt.+ million UDAG, a $1 million USgOe grant and a $1.25million grant from the Ohio Department of Economic and Community Development to finance the major portion of the $20 million of public improvements.

The Goodyear Tire & Rubber Company has made additional investments in its Akron facilities and programs:

. 1995,$5.0 million expansionof its PolyrnerProduction Plant; . 1996,$8.0 million expansionof its racing tire manufacturingprogram; $32.1 million expansibnof its Researchand DevelopmentCenter, providing state-of-the-artfacilities for scientific tire testingresearch and development; . 1997,expansion of new tire developmentactivities; . 1998, $fi0,000 reopening of its Chemical Plant, which was subsequently acquiredby Eliokem.

18- GoodyearTire & RubberCompany undertook a $12million Utility Optimization (HVAC) Projectrt in i005.2005, financed in part bvby 6ondsbonds issuedissuet bvby the Summit County Port Authority (the Port Authoritv).A y). Inkr connectionwith thisthis-financing, financing, the City ageed that if the Companydid not meet its debt serviceoblisations on the bonds.ronds, the CityCitv would pay the principal of and intereston those bonds when due from its nontax revenues. Thesepayments cannot be accelerated.It is not expectedthat suchpayments will be required,but if needed,they would be approximately_$165,000 pei year through Deiember20l0 and then approximately $810,000 per year through December 2014 (seeNontax RevenueBonds).

In December 2007, Goodyear Tire& Rubber Company affirmed its long-term commitment to the City and announcedpians to establishnew facilities for its global 1nd ft{orth American headquartersadjacent to its Akron Technical Center. Plans call for the developer, lndustrial Real Estate Gr*p (RG), to construct new state-of-the-artfacilities and enter into a long-term leasewith the company. A total of 2,900jobs would be retained. The existing Goodyear buildings, totaling approximately800,000 usable squarefeet, would be convertedto a mixed-use complei of office, c^o-mmercialind retail spaceby nG. Additional industrial, retail, commercial and possible residential development is planned. The City, the County, the State and other govemmental entities will provide approximately $200 million towards the $900 million iedevelopment cost. The largest part of-the City's contribution will come from tax increment financin! of public infrastructureneeded for the project. In May 2009, in support9f the_project,the Port Auihoriiy issued$17 .2 million of bonds foi tana acquisitionby IRG, which is to be leasedto the company, initiatty for five years (10 years for the Tech Building). The City ?nd 4. C-ounlY have each giraranteedthe payment of one-half of the debt service on the initial bonds and on bonds to be issued in20I2 if requiied. Those paymentsby the City are approximately$1.063 million for 2010 and 2011, and then, based on certain assumptions(including the issuanceby the Port Authority or the City of 2}-year, refunding bonds at a projected average interest _rateof 9,5Vo pet year), are estimated to be approximately-$581,225 from 20T2 to 2032 (see Nontax Revenue Bonds).

Akron Global Business Acceleralor. In 1983, the City, the County and The University of Akron jointly developedan "industrial incubator" to encouragethe developmentand growth oi new smali businessesin the City. The Akron Global BusinessAccelerator (formerly, Akron-Summit Industrial lncubator) is the iargest industrial incubator in the State and one of the largestworldwide. Managementassistance is availableto participatingfirms from The_U4rersity of Akron Small Businesslnstitute, the local SBA Senior Corps of Retired Executives(SCORE) and the SBA-funded Summit/MedinaBusiness Alliance, Small BusinessDevelopment Center. In 1995, with the assistanceof a $1.2 million USEDA grant, the industrial incubator was moved into Building #5 in Canal Place with a total of 200,000square feet. Approximately,130,00099ugre.feet of spaceis available for manufacturingstart-up businesses. The upper three floors of the facility, totafing about 70,000 squarefeet, werb renovatedin 2006 to house technology-drivencompanies that requireupscale offices, laboratoriesand state-of-the-artconferencing facilities.

Five new high-techearly-stage firms enteredthe Akron Global BusinessAccelerator in 2008; 38 businessesemploy a total of I6t people (83 more than reported in 2008) within_the Accelerator. As of the beg-inningof 2009, the Acceleratormaintained 857o occupancy. The Citulty and the Akron Global BuslnessAccelerator have pursuedglobal strategicalliances with high{echtech companiesthat are looking to expandor enter into the US market, a direct result of the collaboration withthewith the TarsetechInnovationlnnovation Center in Israel. The CitvCity believesthat the Akron Global Business Accelerator ls becoming the catalyst around which other local technology development and deploymentactivities revolve.

ln 2007, the State's Edison Incubator funding for the Akron Global Business Accelerator was doubled to $350,000, and the State's Third Frontier Program funding allowed

-19- Akron Global BusinessAccelerator to add an entrepreneurialexpert to its staff. In 2008, the Akron Global BusinessAccelerator received an additional $25,000 in funding from the State. The Akron Global BusinessAccelerator has enteredinto a Memorandumof Understandingwith Akron General Medical Centerto jointly commercializeits biomedicaltechnologies to foster programsthat develop entrepreneurshipand innovation. As a result of this partnership,Akron Global BusinessAccelerator has begun developingthe following biomedical-relatedclient companies:

o R3K - software for healthcareindustrv o Spine Matrix - spinal imaging o SurgicalTables Services o Therics o Niche Vision - forensicbiology technology o Interventional Imaging o Center for Robotic Surgery

The businessesin the Accelerator have enjoyed a successrate of over 907o, compared with a 207o successrate among non-incubatorstart-ups. The 66 businessesthat have completedthe program have brought more than 650 jobs to the Akron area. Based in part on this success,the Accelerator won the 2008 Incubator krnovation Award from the National Business IncubationAssociation in May 2008. tn addition,one of the tenants,Summit Data Communications, took secondplace for outstandinglncubator Client in the technologycategory.

Alumni of the Acceleratorinclude the following companies.

American Analytical Laboratories,fnc., which constructeda 10,000 square foot building in the Opportunity Park Renewal Project area, has 40 employeesspecializing in laboratoryanalysis and environmentalcounseling.

DATAQ, a high-tech designprinted circuit board manufacturer,has moved to a 3,000 squarefoot spacein the area.

Western Reserve Controls, a company that designs and builds industrial controls products,graduated from the lncubator in1999 and now occupiesa 15,000square foot spacein the City and employs 32 people.

Automated Window Machinery, Inc., a company that manufactures customizedwindow machinery,graduated in2002 and purchaseda building in the Akron-Springfield JEDD.

Ascot Industrial Park. A 200-acre site in the northern portion of the City continues its developmentas the Ascot IndustrialPark. The City initially investedapproximately $3.8 million for land acquisition and public improvements in this area. Additional infrastructure improvements were made in 1997to meet the dernandsof new industrial developmentby businessesin the north area of this site, providing accessto and utilities for a l3-acre section. The City had also acquired an additional 45 acresfor new development. The following companieshave located in the Ascot lndustrial Park.

. PneumaticScale, formerly Akron PackagingMachinery, fnc., a division of Figgie Intemational, manufactures equipment used in material handling for industriessuch as dairies,soft drinks and householdproducts. The company employs234 peopleat its 100,000square foot facility.

. Graphic Arts Rubber Inc. is a specialistin calendaringand mixing of rubber compounds, particularly unvulcanized print rubber for the flexographic

-20 - industry. The company employs 20 people in its 45,000 squarefoot facility locatedon five acres.

NSK Company suppliesmetal fastenersto the transportationindustry The company invested approximately$500,000 in the constructionof a 12,000 square foot building. NSK expandedits facility size in 1995 to 24,000 squarefeet. It employs44 people. NSK is constructingan additional 10,000 squarefeet on 1.93acres of adjacentland.

Main Street Gourmet is a manufacturer and distributor of frozen food products. Since 1995,the companyhas investedover $4 million in a 51,700 square foot food production facility on a 4.4-acre parcel. The company employs92 people. In2007, the companycelebrated 20 yearsin the City.

Spun-FabAdhesive Fabrics is a manufacturerof adhesivefabrics. ln 1996, the company completed constructionof a 32,000 squarefoot facility at an approximatecost of $850,000. The companyemploys 57 peopleat the site.

Win PlasticsExtrusions invested$1.6 million to build a 15,000square foot plastics extrusion plant in the Ascot Industrial Park. In 1999, it added a 12,240square foot expansionof that plant and now employs26 people. lnter-Ion producescustom polymer coatings. In 1996,the companyinvested over $350,000to build a 12,000square foot manufacturingfacility, followed by a 12,000 squarefoot expansionin 2002. The company transferred l0 employeesfrom the Akron Global BusinessAccelerator to the site and added one employee.

HB Chemical, a distributor of specialtypolymer additivesand ingredientsto the rubber/plasticsindustry, constructeda 22,000 squarefoot facility at a cost of $750,000. Seventeenpeople are employedat the site.

Linden Industries, a manufacturer of plastics process machinery, has constructed a $1.0 million, 25,960 square foot production facility. The companyemploys 35 peopleand has plansfor expansion.

Spectrum Plastics, a custom injection molding company, completed construction of a $450,000, 15,000 square foot facility in 1998. Seven peopleare employedat the site.

ProtoCircuit, a manufacturer of electronic printed circuit boards, has completed construction of a 40,000 squarefoot building with a cost over $2.5 million at the north entranceof Ascot Industrial Park. The company cunently employs60 people(28 more than reportedin 2008).

Becker Pumps, Inc. is a company that specializes in assembly and distribution of customvacuum pump systems.The companyhasconstructed a 24,500 square foot facility in the Ascot Industrial Park, at a cost of $1.1 million. Becker Pumps transferred18 employeesfrom anotherfacility within the City and employs46 peopleat the site.

Atlas Fluid Components,which designs and assembleshydraulic systems, constructed a 16,000 square foot facility and installed machinery and

-2r equipment, representingan investment of approximately $600,000. The companyemploys 12 people.

Arch Aluminum & Glass Company manufactures tempered glass and aluminum panels for the construction industry. Arch Aluminum invested $4 million in the constructionof a 72,000 squarefoot production facility. The companyemploys 103 peopleat the site.

Tech Pro, Incorporated manufactures polymer laboratory instrumentation. The company constructeda 12,000 squarefoot production facility on two acresfor $625,000. Twenty-sevenpeople are currently employedat the site.

ColteneilVhaledent Inc., a leading manufacfurer of dental appliances, constructeda 180,000square foot productionfacility at a cost of $10 million. The companyemploys 255 people.

Applied Vision develops and manufactures automated visual inspection systems for the container, packaging and printing industries. ln 2004, Applied Vision completedits $2 million,32,900 squarefoot corporateoffice and productionfacility. The companyhas 44 employees.

Aris Holdings-cutting Inc. (formerly Ultratech Polymers), a polyrner extrusion and custom die business,constructed a 10,000 square foot, $850,000 manufacturing facility. Eight employeesare currently working there with an additional 10 new positionsanticipated within the next five years.

ComDoc, Inc., a remanufacturerof copy machine equipment, completed constructionof a 55,000 squa.refoot facility on a 5.84-acresite in 2006. At least 36 positions were transferred or created upon opening of the new facility; an additional 12 new positionshave been addedsince then.

Summit Environmental Technologies, a laboratory and testing facility specializingin the chemical analysisof potentially hazardousenvironmental substances,constructed a 25,000 square foot office, lab and warehouse building in 2008. The company has 32 employeesand anticipatesadding eight morejobs and a 30,000square foot expansionwithin five years.

Ghent Road Office Park. The Sterling Jewelers lncorporated U.S. headquarters is the anchor tenant of the $40 million Cedarwood Corporation development on 34 acres in the Ghent Road Office Park located in northwest Akron. Sterling Jewelers Incorporated (Sterling), the second largest retail jeweler in the country, occupies 350,000 square feet and employs approximatelyI,920 people. [n2007, Sterling announcedplans to invest over $1 billion in its Akron facilities over the next 25 years. The announcementmarks Sterling's commitment to keeping its U.S. headquartersin the City until at least the year 2032. Sterling operates 1,307 storesin all 50 statesand employsmore than 15,000associates. Sterling is the U.S. division of the London-based Signet Group Incorporated, making it part of the largest specialty retail jeweler in the world. Sterling purchased the FirstEnergy Corp. building in the Ghent Road Office Park. This 90,000 square foot facility is now part of the Sterling campus. The City, together with Sterling, revised plans for the reconfiguration of, and improvements to, the office park retention pond. The City is waiting for the Army Corps of Engineersto approve the permit to put the plan for the new pond in place.

West Akron. FirstEnergy Corp. completedconstruction of a 208,000 squarefoot, $33 million, LEED certified office building in summer 2008. Approximately 200 information

-22- technology employeesmoved into the building in August 2008, and another500 FirstEnergy and FirstEnergySolutions employees moved in during the first quarterof 2009. The companyagJeed to this undertakingto accommodateSterling Jewelers' expansion. The City provided $2.0 million to offset the costs of relocation, land acquisition, demolition and site clearance. FirstEnergy Corp., which has its headquartersin downtown Akron, is the nation's fifth largestinvestor-owned electric systemand serves4.5 million customersin Ohio, Pennsylvaniaand New Jersey.

South Akron Redevelopment;Akron Square. In 1995, the City purchasedthe old Akron Square-and shopping complex and surrounding area for $3.05 million. The City razed the buildings graded and planted the entire 33-acre parcel to prepare the area for industrial and commercial development.- Ameritech purchased approximately 10 acres of this land for development- of a $3 million, 17,000 squarefoot customer service center, which it completed in 1996. Also in that year, the City spent $558,000 to construct public roadways and related infrastructureimprovements to servicebusinesses in the area. These improvementssupported lhe developmentof two new businesses.The first project on the site was D & L Machine,-a.qp9glally machining company, which built an 18,000 squarefoot industrial facility at the cost of $850,000. D & L Machine currently has 25 employees.The secondis Airbome Express,which built a 34,000 squarefoot commercial facility. Airborne employs 65 people at this facility. JPMorgan Chase Bank, N.A. (formerly Bank One), constructeda $1.0 million 4,000 squarefoot banking facility to replacean older brarichbanking facility. Ferriot Inc., a plastic injection mold company,purchased 16 acres in the Akron Square development area. The company invested $8 million in its new 175,400square foot manufacturingfacility. Ferriot, Inc. employs 133 people (25less than reported in 2008). Five acresremain availablefor development.

Airyort DevelopmentArea. JRB, a metal fabricatingcompany in the City, relocated to a 78,500 squarefoot building on a 7.3-acresite in the airport areain 1998. JRB's investmentin the areatotaled $2.5 million. JRB currently employs 123 people(14 lessthan reportedin 2008).

Aircraft Braking Systemscompleted a $22 million expansionproject that included construction of a new facility and installation of new machinery and equipment to produce materials in-house that it had previously purchasedas finished goods from a supplier in Califomia. kl December2007, however, the companywas acquiredby Meggitt and it announcedthat it would be moving portions of productionto Mexico over the next 18 to 24 months. While committing to keep U.S. defense-relatedjobs at its Akron facility, in April 2W9, the Companyannounced that it expects to move 150 hourly jobs out of more than 300 unionized manufacturingjobs to Mexico. It also expectsto lay off 27 peoplein the City becauseof theserelocations.

Custom Craft Controls, formerly JJ Merlin, a manufacturerof abrasive grinding wheel and industrial lubricants,constructed a7,400 squarefoot facility at a cost of $400,000. The company employs 15 people (eight more than reported in 2008). M.B. Kit Systemsconstructed a 20,250 squarefoot facility in the Airport DevelopmentArea and plans to expand this facility to 40,000 squarefeet. The company's tbtal investmentin the project is $900,000,and there are 36 employeei (seven more than reported in 2003) at the facility. ln 1998, Network Polymers, Inc. added 30,000 squarcfeet of warehousespace and 3,000 squarefeet of office spaceto its facilities. This $1.5 million investmentresulted in an employmentlevel of 72people.

The Theken Group completedthe renovationof the former arport terminal building. It relocated the headquarters and engineering operations of its spinal implant companies to the facility. There are currently 50 total employees(28 more than reportedin 2008). The companyhas beengranted an option on five acresadjacent to the building for a planned40,000 squarefoot spinal implant distribution center.

-23- Summit Air is a new airport fixed-baseoperator located in Building E of the former Lockheed Mafiin complex, as a tenanf of LMA Commerce (see below). The City assistedwith FAA approvalof airport accessfor the former occupant,Williams Aviation.

As a result of these and other developments such as Landmark Plastics and Advanced Poly-Packaging,discussed under Polymer Industrial Projects, there are only six acres that remain to be developedat the airport.

Lockheed Martin Corp. LockheedMartin Corp. receiveda $149 million contractto build a prototype of an unmanned High-Altitude Airship, which would be able to hover about 60,000 feet abovethe earth,remain in place for one month over a designatedplace and carry up to 500 pounds of sensors,cameras and other equipment. The Airship will be powered by solar and electrical energyand would operatein near space. The Airship will be designedto track and detect ballistic missile launches.The Airship has been in developmentfor over three years. The company has over 80 years' experiencebuilding lighter-than-air vehicles. Under the contract, which runs through November 2010, and subject to federal appropriation,Lockheed would build and fly the Airship prototype at its huge Airdock in the Airport DevelopmentArea. A CleanOhioCORE grant of $3.0 million was awardedto assistwith environmentalremediation of the Airdock, which has been completed. Lockheedhired 76 employeesin 2008, and currently employs 657 in the City (18 lessthan reportedin 2008).

A private investor has purchasedthe real estateholdings of Lockheed Mafiin Corp. and leasedspace back to the company. The propertiesare held by LMA Commerce,Lrc and are being marketed to companies seeking manufacturing or office space. The City continues to coordinatewith LMA Commerceto market the remainingspace. To date,20 companiesemploying an estimated 875 employeeshave leased space in the complex, including Sharon Companies Limited, which engineersand constructssteel stair towers for high-risebuildings.

Massill.on Road Industrial Park, This 98-acre, City-owned industrial park is locatedin the Springfield-Akron Joint Economic DevelopmentDistrict and is being redevelopedfor industrial and commercial use. In 2000, the City was awarded a $1.27million grant from the U.S. Economic Development Administration to fund utility and roadway constructionfor public improvementsto this industrial park. Quality Mold, Inc., the world's largestindependent tire mo-ld manufacturer,constructed an 84,000 squarefoot industrial facility at a cost of $4 million. Quality Mold has consolidatedseveral facilities in the areaand employsapproximately 194 people(14 more than reportedin 2008) at the site. AESCO Electronics,Inc., a manufacturerof computerwiring and cabling systems,has completeda 50,000 squarefoot facility, investing approximately$3.4 million. The company employs 135 people (17 more than reported in 2008) at its facility. Universal Tire Mold bought nine acres:rir2007 to constructa 40,000 squarefoot facility and invested$1.0 million in new equipment. The company expects an additional 60,000 squarefeet to be added within five years. It hopes to grow its workforce from 30 to 100 during this time. Cunently, Universal Tire Mold has39 employees.

This was the first City-owned industrial park located in a joint economic development district. Under the JEDD Contract, discussed more fully at Joint Economic Development Districts, the City will receive a portion of the District's income tax revenues generatedby theseprojects and other suchprojects undertaken at the Massillon Road Industrial Park.

North Turkeyfoot Industrial Park. The City acquired a 33-aqe parcel in the Coventry-Akron Joint Economic DevelopmentDistrict to be developedas an industrial park. The Gardner Pie Company, which producespies for in-store bakery sales,constructed a 46,000 square foot production facility on a six-acre site. Gardner invested approximately $5 million, and 75 employeeswork at the site. The Intemational Brotherhood of Electrical Workers (IBEW) Local #306 invested$2.7 million to constructa 25,000 squarefoot electriciantraining facility and union

-24- office on 6.7 acresin the park. SJI Industriescompleted construction of a 17,000square foot field repair facility in 2005, at an estimatedcost of $2 million. The companyhas 120 employeesat this location. The City sold a 6.2-acre site for the construction of a 35,000 square foot facility to Hickory Harvest,a companythat specializesin the roastingof nuts and productionof packagedtrail mixes, dried fruits and snack mixes. The company will consolidatethe current Hickory Harvest facility locatedin the CoventryJEDD with its Canton-basedIM Good operation. The companyhas completed constructionof the building, and it is fully occupied. Hickory Harvest will retain or create30 jobs upon completion of its move. The City acquireda l9-acre parcel of land adjacentto North Turkeyfoot Industrial Park for industrial and commercialdevelopment. The land will create expansion areas for Gardner Pie Company and Sterling Jewelers,with approximately 10 acres remainingfor other development.The transactionclosed August 8, 2008.

(lniversity Technologt Park. In 1995, the City acquired 26.5 acres of former Conrail railroad right-of-way, locatedwest of Broadway Streetand just southof the Akron Beacon Joumal newspaperpublishing facilities in the south portion of downtown Akron. Approximately 15 acres of this site will be used for private industrial development. The Akron Beacon Journal expandedinto a new 24,400 squarefoot central distribution warehousefacility on the northernmost parcel of this park. The Akron METRO Regional Transit Authority completed construction of a $16.3 million central transfer station on an 8.3-acre site in the University Technology Park in December2008 and beganoperating the facility in January2009.

South Munroe Road Industrial Park ln 2001, the City acquiredthis 54-acreparcel located along the east edge of the City and is marketing the area for quality industriaVoffice redevelopmentfor long-termjob growth in the City.

Former Brown/Graves Lumber Mill Properly. The City and the County have formed a joint venturefor the redevelopmentof a26-acresite in the City. Approximately 22.5 acres are planned for industrial reuse and three acres are planned for residential redevelopment. The County has invested$2.4 million in acquisitionand the City will invest approximately$1.0 million in site cleanupand preparationfor redevelopment.

Morgan Urban Renewal Area. The Morgan Urban Renewal Area is a 101-acre Renewal Area locatedjust south of the central businessdistrict. Designatedin 2000, the City will assistexisting businesseswith expansionin the areaby acquiring land and unifying land use in this primarily industrial corridor. H&H Machine Shop of Akron expandedits operationsin 2006 by constructing a $1.5 million, 41,000 square foot production facility. The company has two employeesand plans to add 10jobs over the next few years.

Polymer Researchand Develnpment. The City has increasinglybecome the focus of polymer (plastics and related compounds)research and developmentbecause of the numerous polymer-related industries in the region, including the rubber companies, and becauseof The University of Akron's extensive researchprogram in this field. The University's College of Polymer Scienceand Polymer Engineering,the nation's largestacademic polymer program,is at the heart of the area's polymer researchactivity. Demonstratingits prominencein the world polymer community, the University has hosted conferencesthat have brought top polymer researchersfrom aroundthe world to the City.

In 1984, The University of Akron and Case Westem Reserve University in Cleveland received a $4.1 million granifrom the State to create the Edison Polymer hmovation Center (EPIC) for the study of polymers. For 16 yeilrs, EPIC brought over $12.1 million to fhe University for polymer researchand development. In 2000, EPIC was dissolvedand replacedby the Ohio Polymer EnterpriseDevelopment Corporation (OPED). OPED hasreceived a $2.5 million grant from the Ohio Department of Development to facilitate the speed at which new polymer technologycan be absorbedinto the private sectorto improve the local economy. The University's

-25- Polymer ScienceBuilding, a $17 million twin-towered structurecontaining 146,000square feet for researchand teaching,was completedin January 1991. The State contributed$15 million toward this project, with corporatecontributions funding the remainingcost.

In L994, the University took another step in supporting the Akron regional polymer industry when it openedits new 18,500square foot Akron Polymer Training Center (APTC). This facility is being used as a "hands-on" training facility for University studentsand for businessesin the area; it was also used in the City's EnterpriseCommunity (EC) Program. The University also hostedan internationalpolymer symposiumfor over 1,700world-renowned scientists and lecturers.

The University of Akron is implementing a $200 million upgrade of its facilities with an emphasison expandingresearch and developmentactivities in the polymer program. (See Education - The University of Akron.) The University believesthat this expansionwill bolster the University's profile, attract top polymer scientists and increase federal research funding. Completedprojects include:

. $6 million, 35,000square foot Polymer EngineeringAcademic CenterAnnex, . $6.9 million additionto the Auburn ScienceLibrary, . $19.5 million, 127,200square foot Arts and SciencesBuilding.

Polymer Industrial Projects. In addition to the AES. Goodvear and Bridgestone/Firestone expansions and the new projects in Ascot lndustrial Park, another polyrner-basedcompany in the City is Network Polymers,which constructeda$2.2 million facility of 28,000 squarefeet in 1989 to houseits office and manufacturingoperations. Network Polymers has72 employees.

The Landmark Plastics Corporation project is a good example of partnership betweenCity industrial park developmentand the expandingpolymer industry. In 1994,Landmark Plasticscompleted construction of its 200,000square foot facility on 55.6 acrespurchased from the City in the Airport Development Area industrial park. The manufacturing, warehousing and office facility cost approximately$8 million and employs 153 people (19 more than reported in 2008). The companyhas also investedover $8 million to expandits facility and to acquirenew machinery and equipment to continue producing horticultural packaging products, which are sold throughout the United Statesand in eight other countries. In November 2007, the City provided a $250,000 loan at 5Vo to be repaid over seven years as the local share of a State-sponsored166 Loan of $750,000. Landmark has purchasednew equipmentto remain competitive and retain the 153 jobs (19 more than reportedin 2008).

ln 1996, Advanced Poly-Packagingconstructed a 43,000 squarefoot, $1.6 million, manufacturingfacility at the Airport DevelopmentArea. Advanced Poly-Packagingemploys I42 people at the site.

Cascade Renewal Project. h 1963, the City initiated this project with the demolition and clearanceof a deteriorated45-acre area in the CBD. The City constructed a $16 million municipal parking garage and plaza in partnership with the federal govemment to relieve a critical parking shortage, to provide a downtown gathering place and to act as a cornerstonefor the project. Developers were leased air rights above the parking garage and constructed7-story and 24-story office buildings and a 300-unit hotel. The hotel has undergone severalrenovations (totaling over $10 million) and changesin management. It is now operatedas the City CenterHotel with 274 guestrooms, 16,000square feet of banquetspace, two restaurants,a fitnesscenter and an indoor pool.

-26- :** ;'ff::T ffi::ff;ffi:]:"ck, wi,hanexpansi.n,o be completedin 2009 . a $17 million federaloffice building . a $27 million office tower (FirstEnergyCorp. is its major tenant) ' ft{#n'n,'.t:l,fiifiiI,tflilih'n;ll*'#fl;;:?#ffiffi;1,"":; which was completedin 2004.

The City's innerbelt freeway runs adjacent to the Cascade Renewal Project, providing direct accessfrom all portions of the County via major Stateand interstatehighways to the Project and the City.

Convention Center. In 1994, the City completed construction of and opened a $38.5 million downtown multi-use convention-convocationcenter. The John S. Knight Convention Centerprovides approximately 122,000 square feet of spacefor convention,conference and meeting uses. In addition to its own funding, the City receiveda $2.5 million Stateloan for land acquisition, a $13.5 million State grant and $14.5 million from public and private sourcesfor construction. In order to provide parking for the Convention Center, the City acquired nearby land and constructeda 700-car parking deck that is connectedby a skywalk to the Convention Center. Approximately 427pffi people attended220 various conventions,conferences and specialevents at the Convention Centerin 2008.

Quaker Squnre Development Project. ln 1975, the private restoration of the old Quaker Oats mill complex into a retail and entertainment center, which grew to include offices, restaurants,specialty shops and a banquetfacility, initiated arevitalization of the CBD. In 1980, a 144-room hotel was constructedwithin the 36-silo grain facility located adjacentto the Quaker Squareretail and office complex. The Quaker Oats Company stored grain within the silos until 1970. In June 2007, The University of Akron acquired the Quaker Square complex for $22.7million to serve as a student residencefacility. Studentsbegan moving in for the spring 2008 semester. Since the acquisition,the Quaker SquareInn at The University of Akron provides the City with 91 hotel rooms and maintainsa generalstore, news standand candy store. There are also office suitesstill operatingwithin the complex.

The City has requestedproposals from hotel developersto develop one or more hotels on possible locations in the City. A preferred proposal is being studied, but the current economicconditions have slowedthe progressof this project.

University Area Expansion and Development. The University Renewal project provided the necessaryland to accommodatethe rapid expansionand developmentprogram of the University in the early 1960s. (See Education -- The University of Akron.) The City and The University of Akron have undertakenvarious developmentsto provide a closer linkage acrossthe railroad track gorge that separatesthe University's campus and the central business district. University Avenue, which crossesthe tracks, has been expandedand rebuilt to provide a better physical link between the CBD and the University. The University has spent $32.8million to transform the former Polsky departmentstore (closed in 1979) into classroomand office space. This facility, opened lr;r1993,brings over 2,900 studentsand 400 faculty into the downtown area each week. tn 1991, the University completedconstruction of a $9.6 million College of Business Administration building on the site of the former Greyhound Bus terminal. In 1995, the City's skyway system was expanded to provide an elevated walkway connecting the Business

-27 - Administration building to the Polsky parking deck, which has been restoredand upgraded. (See State, County and City Projects.)

Equity Development Corporation began building a 450-bed student apartment complex on a two-acre site downtown. The City sold 1.08acres and assistedin the relocation of a historical structure, the Richard Howe House, to a site near Lock I. The Ohio & Erie Canal Corridor Coalition is alsoconstructing a ConferenceCenter, offices and a Visitors Centerat that site. The City will also assist in the construction of a 250-cw parking lot to support the project. Constructionis on schedulefor studentsto move into part of the $25 million private studenthousing and retail project by August 2ffi9. Approximately 507oof the units have been rented as of April 2009. The project is not affiliated with The University of Akron, but all renterswill be students attendingthe University.

University Park Area Redevelopment. Located between East Market and East ExchangeStreets and overlappingThe University of Akron's campus,the University Park Area is undergoing significant commercial and residential redevelopment. This project is a cooperative effort betweenSumma Health Systems,the University and the City. A $2.5 million grant from the Knight Foundationwas initially awardedto the project in 2001. In2007, the Knight Foundation awardeda second$10 million grant, its largest-eversingle grant, in support of the University Park Area Redevelopment.Don Drumm Expansion,a proposed9,000 squarefoot expansion,is to begin in spring 2009.

National Inventors Hall of Fame. In 1995, the National Inventors Hall of Fame (the "Hall") openedits newly constructed,$38 million, museumand educationalfacility in the City. This museum servedapproximately 100,000 visitors each year until it closed in 2008. Over those yeam,the National InventorsHall of Fameeducational programs, such as Camp Invention, provides unique educationalopportunities to young people (over 66,830 participatedat 1,056 camp sites in 48 statesin 2008). In addition,the Hall's after-schoolprogtam, "Club Invention," servedmore than 5,880 children in grades one to six at 315 program sites in 36 states last year. The National lnventors Hall of Fame has moved 20 staff persons to offices in Canal Place and 20 more employeesto West Akron to supportthe educationalprograms, Camp Invention and Club Invention. The Hall's museum facility is being converted to a Community Learning Center (see Education - Akron City School District) including a new middle school with a focus on math, scienceand engineering. The City, The University of Akron, the School District and the National lnventors Hall of Fame will partner to transform certain facilities of the museum (including its workshop) into teaching facilities to benefit studentsin the region. Organizersof this project are currently seeking funding.

Canal Park Stadiam. The City completed constructionof its municipal baseball stadiumby opening day on April 10, 1997. The stadium is home to the Akron Aeros, a ClassAA minor leaguebaseball team. Excluding site acquisition,the constructioncost for the stadium,which includes25 loges,was approximately$20 million. Additional improvementsto the area,including street and sidewalk improvementsand a new recreationalarca at the adjacentOhio & Erie Canal, cost approximately$10 million. The stadiumis locatedin the CBD betweenSouth Main Streetand the Canal. The City believes that this central location is assisting in the redevelopmentof downtown, with particular emphasison the Ohio & Erie Canal. The stadiumhas seatingfor 9,097 people with expansioncapabilities of up to 12,500. It hosts 71 regular seasonbaseball games, as well as University, high school and amateurbaseball games and other sporting and entertainment events. A public boardwalkruns from South Main Streetpast the stadiumto the Ohio & Erie Canal, with a public picnic area located along the Canal above the left field wall. The stadium and site improvementswere financed in part with an issueof Certificatesof Panicipation (seeLong-Term Obligations Other Than Bonds and Notes) and a grant from the Ohio Arts and SportsFacilities Commission.

-28- The inaugural seasonwas an outstanding success,with attendancein excess of 470,000, a record for Eastem League Class AA baseball. tn 2008, the Akron Aeros drew over 342,815 fans to Canal Park. The Aeros have broken the Eastem League total annual attendance mark six times since moving to the City in 1997 and won the Eastem lrague Championship in 2003 and2005.

Lock III RedevelopmentArea. In the heart of its centralbusiness district, the City is redevelopinga seven-acresite called the Lock III RedevelopmentArea along the Ohio & Erie Canal for recreational,cultural and entertainmentuses. The project includesthe ongoingrestoration of the Akron Civic Theatre, the completed adaptive reuse of the former O'Neil's Department Store Building and the constructionof a new Public Plaza. The Public Plaza includesthe restorationof the Canal along Lock III, a new amphitheaterand walkways. The City acquiredand demolishedthe buildings between the O'Neil's Building and the Alron Civic Theatre along South Main Street. The Landmark Building was also acquiredand its redevelopmentwill be part of the Lock III project. The City has a letter of understandingwith Main Street Partners,LLC to renovate six historic properties on South Main Street next to the Akron Civic Theatre and including the Landmark Building, known as the Lock III North Project. This urban mixed-useproject includesnew retail, office and 80 market-rateresidential units on the upper floors of the propertiesand is scheduledto begin in2009. The tockIII RedevelopmentArea is a major componentin unifying the City's downtown area.

Akron Civic Theatre. A major element of the Lock III Redevelopment Area is the restoration of the Akron Civic Theatre. The Akron Civic Theatre is a National Register Landmark, atmospheric movie theater constructed in 1929 and designed by famed theater architect, . The theater has been transformed into a performance hall with a total restoration for which financing has been secured (see discussion under fncome Tax Revenue Bonds). Improvements totaling over $12.8 million, including stage expansion, new lighting, seating, restrooms and concessions,plaster restoration,roof and loading docks, were completed in 2006. The improvementsthat remain include establishingspace for offices, ticket salesand storageas well as completingthe Grand Hall's restorationand reconstructionof an entrance.With visitor attraction estimatedat over 300,000annually, the Akron Civic Theatreanchors the l,ock III area.

O'Neil's Building. In January 1989, the May Company closed its O'Neil's departmentstore that had served downtown for 60 years. The six-story building had undergone remodeling including converting approximately one-half of its space to offices. The company repaid the City a $2.5 million UDAG that was loaned to assistin that project. In early 1989, the City acceptedthe downtown building as a gift from the May Company. The May Company also paid $250,000 annually to the City for three years to help pay expenseswhile the building was adaptedto a new use.

The City issued $35 million Nontax Revenue Economic Development Bonds in 1991 to finance the renovation of this structure into an office/retaiVrestaurant/entertiinment/parking complex (see Nontax Revenue Bonds). The rear portion of the building was demolishedand a new 525-car parking deck was constructedin that space. The 100,000square feet on the top five floors in the front portion of the building along South Main Street is office space. The remaining 85,000 squarefeet on its first floor and lower levels is retail and commercial space. The City completedits renovationwork in 1998. The Bonds are specialobligations of the City, payablefrom nontax revenues(including fees for licenses,fines, interesteamings and other nontax sources);they are not generalobligation debt of the City.

-29- /t {\_ F c5 ^',.:' oc _f

X iipz':j' E i* e €diae

,:"' E;$iE ;FEE? Siiiri l,'-.-,t\', did-6id FNNNN

.FE

E-v oo 6' Et @ ++o) o EeA € (Jd;= * $s f fo =u::o oo. NF o2 Fg*iug€EI t.lJ tJ ;3EE5Tda.e ==(,o- #i F5;r E#3 fo EEE;3E'Ei5 6J . lrl s;.l53ii€gi :i lrl o-r\iFiqdctliod l-r o FFFF 2 lrl O I

3goE f 5: , *rF e { e5$gr*, r

$EFgEfiFE3-O6JxE=6Xo E,E ?; $i €E g $FE;5;t $; fr;*si95e5 3la585E3E FNfrttf6.OF€Odt

MAP 2 -30- ln accordancewith a developmentagrcement with the City, Roetzel& Andress, LPA purchasedfive floors of the building and occupies60,000 squarefeet of space. Roetzel & Andress, LPA leasesspace to Emst & Ybung LLP on ttre third floor, and Key Bank/IvlcDonald InvestmentsInc. and Apple Growth Partnersoccupy the secondfloor. The City and the George^ DevelopmentGroup have negotiateda developmenfagreement for the first floor and basementof the building for entertainmentand retail use. On the first floor, The Barley House Restaurant occupies 12,500 squarefeet and The Ohio Brewing Company opened in a similar footprint as a brew pub in May 2008.

Main Plnce Project. The constructionof a major downtown complex, Main Place, was completed in 1992. The first phase is a five-story $12.5 million office building, with retail facilities on the first floor. The trustbperationsof FirstMerit Corporationand the local offices of the F.B.I. are located in the building. Other tenantsinclude METRO, Fifth Third Bank, Cohen& Co. and Hair Technologies. The site fronts South Main Streetdirectly acrossfrom the CascadePlaza. A pedestrian concourseunder South Main Street linking the complex with the CascadePlaza Parling Deck was openedto the public in 1993. The skywalk connectingthe MunicipalB_uild1g to the Cit-iCenterBuilding has been extendedto provide additional pedestrianaccess to Main Place (seeState, County and City Projects).

Akron's Historic District at Main and Market. Developer Tony Troppe initiated restorationof this area in the central businessdistrict, naming it "Akron's Own Historic District." The initial redevelopmentwas the Nantucket Building, located on South Main Street, with an investment of $l.8hillion. The 28,000 square-The foot office building is now fully occupied, principally with small corporateheadquarters. Everett Building at the South Main and Market Streei intersectionwas most recently used as a bank building. Originally a turn-of-the-century opera house, it was a historical lindmark needing restoration. The City believes that the $2.5 million renovation of this 85,000 squarefoot facility is one of the best historic restorationsin Northeast Ohio. The former Hermes nuilding was also renovatedinto office spaceat a cost of $750,000. The landmark United Building is also being restored. This art deco landmark is on the National Register of Historic Places. A $2.5 million rehabilitation is used by Western Reserve Public Television (PBS 45149) as well as the Knight Center of Digital Excellence. The City completedconstruction of a new $14.5 million High-Market parking deck to provide much needed public parking to Akron's Own Historic District and the sturoundingarea.

Akron-summit County l)brary System. Voters approvedan $80 millionbond-issue for the Akron-Summit County Public Library system in 1997 to support an upgrade of the current library facilities. Of that total, $57 million was usedto renovatethe existing 142,0N squarefee!91 and add 128,000 square feet to, the Main Library in the central business district. The City constructedthe High-IvtarketParking Deck adjacentto the new library. The expansionincludes all new public service facilities, integrating new technology that makes the Library's resourcesmore accesiibleto the public. The Akron-Summit County Public Library systemis using $13.2 million to upgradeand expand its eight branch libraries within the City. The remaining amount will be used foisix other Library facilities in the County. The new Highland SquareBranch Library openedin August 2007 and the new Kenmore Library opened in September2008 (see City-Wide Programs and Projects).

Akron Art Museum. The Akron Art Museum, one of the top modem art museums in the Midwest, broke ground on May 22,2004 to increasethe size of its gallery spacefrom 8,00O to 20,000 square feet and to increaseoutdoor spacefor events and sculpture. The Museum is currently located in a former turn-of-the-century25,000 squarefoot post office. The 65,000 squarg foot new building is adjacentto the existing museum and was designedby the world-renowned architecturefirm Coop Himmelb(l)au. Coop Himmelb(l)au, with offices in Vienna, Austria and Guadalajara,Mexico, won the GermanArchitecture Award in 1999 and the EuropeanSteel Design Award ih 2001. In addition to the Museum project, the firm has won competitionsto design the Mus6e des Confluences(a sciencecenter in France) and the BI\4W Event and Delivery Center in Germany. The Museum is the firm's first public building in the United States. The $38 million -31- dollar investment received financial support from the Ifuight Foundation, Akton Community Foundation and the GAR Foundations contributing in excess of $10 million. The State also contributed approximately $7 million to this project. The remaining funds were securedfrom private donations. The City provides parking for visitors at the $14.5 million High-Market parking deck and through a donationof land for additionalparking. The Museum openedon July 7,2007 .

Former Fire Statinn One. This landmark 1920s fire station once served as the City's fire administration and central station. The building was vacant for eight yeam, but the Akron Bar Association purchasedand renovatedthe former fire station for its new headquarters, which openedin December2007.

Summa Heakh SysternsInc. In200I, SummaHealth Systemsrelocated to its new 93,000 squarefoot headquartersfacility on 6.9 acresat the comer of Market and South Main Streets in the central businessdistrict. This $13 million, five-story building accommodates303 employees (147 lessthan reportedin 2008).

Canal Square (YMCA ProjecS. McCormick-Barrenrenovated the historic l5-story downtown YMCA building in 1986 and renamed the building "Canal Square." The building includesa full serviceYMCA exercisefacility plus apartments,townhouses and commercial space. The total cost of the project was $9.5 million, and the City was awardeda $1.7 million UDAG to assistin completion of the project. The apartmentsand townhousesin the building were purchased by a local developerand a contractorand are now fully occupied.

State, Coanty and City Projects. In the early 1980s, the County completed an approximate$6.3 million renovation and remodeling of the Ohio Building. Many of the County's administrative departments,which had been located in different buildings in the CBD, were consolidatedin this one location. The Ohio Building is connectedto the County's 800-carparking deck by an elevated pedestrian walkway. This skyway also provides accessto the KeyBank Building, CBD retail establishmentsand the Municipal Building (and thus to the OcasekBuilding, the CitiCenter Building and Main Place). In 2003, two additionallevels were addedto the County's parking deck to meet additionalparking demandin the CBD. tn 1986,the Ohio Building Authority openedthe SenatorOliver R. OcasekGovernment Office Building in the CBD. Total construction costswere approximately$26 million. The building provides200,000 square feet for Stateand City governmental offices. In 1994, the City acquired the former YWCA building (now "CitiCenter' ) to provide much-neededoffice spacefor the eity's Public Utilities Bureau and other divisions of the Clty. The State constructed-enclosedelevated pedestrianwalkways to connect the Municipal Building (which housesmany of the City's offices) to the OcasekBuilding and to the CitiCenter Building. Another elevatedpedestrian walkway now also connectsthe OcasekBuilding to a City parking deck and the City's Health Departmentbuilding locatedacross the street. In 2001, the City completedconstruction of a new skyway connectingthe County's parking deck to the University's Polsky Building and thus to the University's Business Administration Building (see University Area Expansion and Development). A skywalk constructedin 2006 connectsthe County's parking deck to the Harold K. Stubbs Justice Center and the Summit County Courthouse. The County constructeda $16.2 million annexto its Courthouseto housethe Domestic RelationsCourt and the Clerk of Courts. This 70,000 squarefoot addition was completedin 2005.

Main Street Transitway. A major, $7.5 million reconstruction of the main thoroughfarein the CBD, South Main Street,was completedin 1990. Funded from federal, State and local sources,the project improves bus service and automobile traffic flows, provides safer conditions for pedestriantraffic and createsa more attractive downtown setting.

Downtown Strategic Plan; Downtown Akron Partnership. In partnership with Akron Tomorrow, the City hired Mary Means & Associates to complete a Downtown Akron Strategic Plan. The completed plan calls for the City to reinvent itself as a hub for arts and entertainment,shopping and tourism. Many of the elementsleading to the successof the plan's implementationare already in place, accordingto the consultants. These include the University's -32- renovation of the Polsky Building, redevelopmentof the Ohio & Erie Canal, the John S. Knight Center,Inventure Place and Canal Park Stadium.

In 1996, as part of the revitalization of the downtown area,the Downtown Akron Partnership(DAP) was formed. DAP is a nonprofit organizationdedicated to bringing people, activity, businessand a thriving civic life back to the heart of downtown Akron. DAP members include property owners, businessleaders and City officials who want to improve the image of downtown. DAP is govemedby a board of trusteesfrom all parts of the community. Sponsorship for DAP since its founding has come from the City and Akron Tomorrow, a group of 26 Akron CEO's and community leaders. Beginning in 1999, DAP was organizedand funded as an Ohio Special Improvement District (SD). Property owners within a SID may be assessedannually to fund activities and serviceswithin such a district. These proceedshave been used to improve the physical appqrance and maintenance of downtown and have also increased marketing and promotion. Additional emphasisis being placed on parking. Most recently, DAP announcedthe Downtown AmbassadorProgram and safetyinitiative.

DAP's "First Night" was again a resoundingsuccess for its thirteenth straight year, bringing over 13,000 people into downtown for New Year's Eve celebrations. First Night is a community-basedNew Year's Eve celebrationthat focuseson the performing arts. Artists of all kinds perform in untraditional locations throughout downtown Akron, and the celebration ends with a paradeto CanalPark Stadiumand a spectacularflreworks display.

Akron Biomedical Conidor. The Akron Biomedical Corridor, a 506-acre area, was created in 2006 and encompassesmuch of the City's central businessdistrict. It geographically connectsthe City's three major hospital systems,Akron GeneralHealth Systems,Summa Health Systems and Akron Children's Hospital, with The University of Akron. Its location provides opportunities for businessesto take advantageof an existing density of research,technical and healthcare-relatedindustries, an existing employmentbase of more than 11,000people working in healthcare,access to exceptional transportationnetworks and complementarycluster industries alreadyestablished in the greaterAkron area. The City's plannedland acquisitionand infrastructure improvements will be targeted to support biomedical-relatedbusinesses that will locate here. Severalmajor developmentopportunities exist within the Corridor including the hrrerbelt areaand the East Market & Forge Streetareas. (SeeMap 3.)

Aher CBD Developments. In cooperationwith participating banks, the City has establisheda program to provide below-marketinterest rates for businessdevelopment loans for all businessesand property owners in the CBD. Since the program's inception n 1977,81 projects have received subsidizedloans totaling approximately $ll million. The City also has a Facade Improvement Grant Program that provides matching grants for exterior improvements to buildings in the CBD. Eighty-oneprojects have receivedgrants since the programbegan in 1985. Lockview Restaurantrecently convertedthe Lime Spider nightclub to a new restaurantformat. The City will assistwith a matchingFacade Improvement Grant.

The Main Street Business Incentive Program provides matching grants to retail businessesthat locate in unoccupiedproperty on South Main Street. The grants may be used to assistin leasing, purchasingor improving the property. Since the program commencedin 1986, grantshave been awardedto 86 businesses.

Chrissie Hynde opened her VegeTerraneanRestaurant in September}A0T in the Northside l,ofts retail space. The City assistedthe developer,Northside Retail Lofts, LLC, with a subsidizedloan of $1.0 million through National City Bank, which enabledit to reduce the retail leaserate to affracttenants. The Citv's subsidvcost was $109,167.

-33- Citv-Wide Proerams and Proiects

All-America City. InJune 2008, the City was once againdesignated an All-America City by the National Civic League. This was the third time this honor had beenbestowed upon the City; the award was first received in 1981 and then again in 1995. The award recognizesthose cities whosecitizens have found creativeways to bettertheir communities.

Knight Center of Digital Excellence. The John S. and JamesL. Knight Foundation has pledged $25 million to create the Knight Center of Digital Excellence to build community broadband networks in the City and 25 other Knight communities. On track for completion in summer 2009,the initial wirelessnetwork deploymentwill cover at least 11 squaremiles in the City, and cost about $2.2 million to design, deploy and maintain. It expectsto employ 16 people at its Akron location. City Council passedan ordinancein July 2008 authorizngthe Mayor to enter into an agreementwith i technololy nonprofit organizationballed OneCommunity. ln 2009, the City will provide OneCommunity *lth a-first-year commitment of approximately $500,000 that will trigger a $250,000 grant installment from the John S. and James L. Ifuight Foundation for the project.

ImagineAlvon 2025. Mayor Plusquellic initiated a citizen-led strategicplanning effort called Imagine.Akron2}21 first in 1999. More than 1,000people participated in an l8-month dialogue focused principally on Akron's future. Thirty-nine work group reports, 17 community assembliesand a community-wide survey were compiled to producethe final Imagine.Akron}0Zl report. The document focused on issues such as education, neighborhoods and economic development. ln 2004, the Mayor relaunchedImagine.Akron2}25 to focus on issuesspecific to downtown Akron. About 60 stakeholdersparticipated in Imagine.DowntownAkron202l with workgroups focusing on recommendations for infrastructure, events and marketing of the downtown area.

Auto Dealership Retenti.on. Tlte City has undertaken an aggressiveeffort to retain auto dealershipsin the centralbusiness district. Dave Walter BMW / VW lLand Rover and Ganley Mercedes-Toyotahave each embarked on major expansionsto meet their demand in sales and service. Through theseefforts, the City is maintaining a balancein land use,retail and servicesfor peoplewho work in the City.

Highlnnd Square Redevelopment. The City, Albrecht [nc., Akron-Summit County Public Library and FirstMerit Bank continued constructionof a $6 million redevelopmentof the Highland Squarecommercial district. A new branch library, new retail spaceand public parking have beencompleted. Tenantshave been securedfor the majority of the spaceincluding: Chipotle, MetroBurger,MarketPath, Verizon and Georgio's Przza. The City is working with the developerto attracta grocery/specialtyfoods store and is consideringproviding additionalpublic parking on the southside of West Market Streetto supportnew commercialactivity.

Akron Community l-earning Centers. With joint funding through the City and the Statemore than $800 million is being investedto transform the Akron public school facilities into "community leaming centers." Under the City's leadership,City voters approveda .257oincome tax increaseto rebuild and remodel Akron's schools. The new Community Learning Centers (CLCs) will provide modern school facilities for Akron City School District students and be availableto the community during evenings,weekends and summersfor recreation,civic meetings, adult educationand training, and a wide variety of City programsand other community activities. In many cases, the CLC projects have forged new partnerships with nonprofit community organizationsby constructingjoint facilities that are positionedto best servethe needsof students and the community. The Akron CLC project representsthe largestconstruction opportunity in the historv of the Citv. (Seealso Education - Akron Citv School District.)

-34-

Neighborhood Development Prosram

Neighborhood BusinessDistrict (NBD) Projects. As initiated n 1976,the City's program for neigliborhood businessdistricts assistsin the revitalization of some of these older businessdistricts so that they can maintain a high level of economicviability and be an assetto the neighborhoodsin which they are located. The districts are selectedbecause of their-proximity to Community Developmenthousing areas. A key elementof this program is the establishmentof a cooperativeeffort involving City govemmentand the businesspeople in the districts. In all of the businessdistrict projects,tlie Ciiy requiresthat private investmentcover at least 507oof the project improvementcosts.

The programhas focusedon thesefour major areasof improvements: . provision ofadequateon-street and off-streetparking facilities; . streetimprovements including curbs,landscaping, sidewalks and streetlighting; . subsidizedlow interest loans to businessesto assist in building rehabilitation; and . acquisitionand demolition of deterioratedand blighted buildings.

From 1987through 2008, over $18 million of City improvementshave been made in the Kenmore Boulevard,South futington Street,Copley Road, Temple Square,Canton Road, East Market Street/UnionStreet, Market Maple, Wallhaven, Middlebury, South Main Street,Tallmadge Avenue and West Market StreetNBDs.

Neighborhood Housing Devel.opmentProjects. For the past 30 years, the City has undertakena program of targetedneighborhood improvement that focusedon housingrehabilitation. Mandatory hbusing code enforcement was coupled with technical and financial assistanceto property ownersto encotnagehousing rehabilitation. Assistancewas provided iq thg loy" o{ grants io homeownersand to investor owners, and home ownership was encouragedwith low interest loans for rehabilitation and an incentive program to assisthome purchases. Public infrastructure in eachneighborhood was upgtadedwith installation or repair of streets,sidewalks, sewers and water lines. The rehabilitatiorr of Zg neighborhood development areas was completed under the old NeighborhoodDevelopment Area prbgram. This program was combined with the Neighborhood Housing Petition Programfor smaller,low-income neighborhoodsin the inner city. Residentscould secrre program benefits by circulating a petition for their neighborhood. The samegrant and_loan funds were available for housing repairJ as in the Neighborhood Development Program. Since 1992,30 petitioned areaswere completed. The City committed nearly $230 million in Community Development Block Grant (CDBG) and HOME funds to its neighborhood rehabilitation and petition progmms,rehabilitating over 20,000homes.

In 2005, the old Neighborhood Development Area and Petition programs were replaced with new programs for targeted redevelopment. Neighborhood Redevelopment4*"1s were establishedthat combine housingrehabilitationwith acquisitionand clearance.The emphasis is on creating space for new housing construction (see New Residential Construction). The Neighborhood Housing Petition Program was replaced by the Neighborhood Initiatives Area -gt*ttprogram where property owners applt to receive voluntary rehabilitation assistancein the form of and low inteiest or deferredlbans. Since 2005, over 300 homeshave receivedrehabilitation assistanceunder the NeighborhoodInitiative Area and RedevelopmentArea programs.

Since 1979, over 400 new, single-family homes have been built under the Urban NeighborhoodHousing DevelopmentProgram. This program is part of the City's continuing effort to revitalize the inner city and encouragehome ownership in the City's Community Development Areas. Under the program, reduced-interestmortgage loans are availableto potential homebuyers through local financial institutions. kritial funding for the project was provided through a

-36- $l.l million UDAG and by local financial institutions and the City. It is being continued with CDBG funds. The program is administeredby the Urban NeighborhoodDevelopment Corporation, a nonprofit oryartilation representing privaie and public interests in the housing industry, in cooperationwith the City.

The City also conductsother housingprograms: . lead paint abatementand rehabilitation; o granti of up to $4,000 for minor home repair to correct emergencyproblems or code violations, availableto low income,elderly or disabledhomeowners; . purchaseand removal of deterioratedstructures; and o assistanceto homeownersfor exterior improvements.

New Residentinl Construction. The City's Department of Planning and Urban Development annually inventories constructionof new housing based on building permits is_su9{ (seeEconomic and Demographic Information - Housing and Building Permits). Over 5,400 new residentialunits have beerbuilt in the City since 1990. Over 200 single and two-family homes have been built every year since 1994,with 298 homesbuilt in the peak year 1995. Condominium and apartment consiruction has diminished somewhat since the peak year 1995. Nevertheless, almost $420 million has been investedin thesenew units over the past 17 years.

The City is actively pursuing opportunities to initiate, support and promote ngw housing constructionthroughout th-e City. In designatedNeighborhood Redevelopment Areas, the City is placing an emphasison removing blighted propertiesto facilitate new housing construction. ln the Bisson and Honodle areas, the City removed deteriorated housing resulting in the construction of 49 new homes. New housing construction is under way in the Hickory ConidoriCascadeLocks NeighborhoodRedevelopment Area where existing deterioratedhousing was removedand lots were replattedand sold to owner-occupants.

The City is also actively involved in land assemblageand infrastructuresupport for two new private residentialdevelopments, including the $35 million NorthsideLofts project and the $32 million Spicer Village -ofproject. -downtown The Northside Lofts is located in the Northside Entertainment District on the north end overlooking the Little Cuyahoga River valley.' This developmentwill consist of three multi-story buildings of 63 condominiums and 28 townhomes plus 21,000 squarefeet of retail and office space. The Spicer Village project will consist of 96 townhome uniis immediately south of The Universlty of Akron campus. Both projects are under construction.

Additionally, the Akron Metropolitan Housing Authority received nearly $40 million in federal HOPE VI funding to remove two outdated public housing developmentsand replacethem with a mix of townhome apartmentsand single-family homes. The CascadeVillage- HOPE VI project, immediatelynorth of downtown in the Little CuyahogaRiver valley, consistsof 14 single-family homes and,242 apartmentunits, including one multi-story, 40-unit apartment building. The project is nearing completion,with only the 40-unit apartmentleft to be completed. The Edgewood HOPE VI developmentwill consist of 176 townhome units (including one four- story, 48-unit apartment)and up io 39 single-family homes; 80 units have been completed. The City is supportingboth projectswith a total of more than $10 million in commitmentsfor property acquisition, demolition, relocation and infrastructure improvements in the project areas and surroundingneighborhoods.

JOINT ECONOMIC DEVELOPMENT DISTRICTS (SeeMap 4.)

In 1991, the State GeneralAssembly enactedlegislation that authorizesmunicipal corporationsand townships to createJoint Economic DevelopmentDistricts. The legislation was

-37- amended:rr^1994. This authority was initially limited to thosesubdivisions within a county th4 h9d adopted a charter, such as the County, but legislation was enacted in 1995 extending similar authority Statewide. A Joint Economic DevelopmentDistrict (JEDD or District) is createdpur.suqnt to a conlract enteredinto by a city and a townstiip in order to facilitate economic development in the region. The City has joined with four of the surroundingTownships to createthe Copley-Akron Joint Economic DevelopmentDistrict, the Coventry-Akron Joint Economic Developmelt District, the Springfield-Akron ioint Economic Development District and the Bath-Akron-Fairlawn Joint EconomiCDevelopment District. Each District is made up of severalareas within the respective Township. Theseare almost exclusivelycommercial and industrial areasof the Townships.

Each Joint Economic Development District is a distinct, separate political subdivision. It is created pursuant to a contract between one or more cities and one or more townships. It has powers granted to it by State law and the JEDD Contract. The purpose of the JEDD is to facilitate economic development to create or preserve jobs and employmgnt opportunities and to improve the economic welfare of the people of the State,the_county, the city, tlie township and the District. Each of the JEDD Contracts became effective after approval by the voters in the respective Townships in 1994 (1998 for the Bath-Akron-Fairlawn JEDD), and each has a term thaf extends to December31, 2093 (2097 for the Bath-Akron-Fairlawn JEDD) and may be extendedby any party to the JEDD Contract for two additional 50-year terms. The JEDD Contract may beierminated by mutual consentof the parties thereto. The Cityhas agreed that, so long as the Special RevenueBonds (seeSpecial Revenue Bonds) are outstanding,it will not suffer the repeal, amendmentor any other change in the legislation authorizing those bonds or the JEDD Cbntracts that in any way materially and adversely affects or impairs (i) the sufficiency of the JEDD Revenues available for the payment of those bonds or (ii) the application of the JEDD Revenuesto the payment of those bonds.

Each District is governed by a Board of Directors in accordancewith the JEDD Contract. Each JEDD Board is madeup of the Mayor and two City Council membersand the three Township Trustees. The Bath-Akron-Fairlawn JEDD Board also includes the mayor and two council membersfrom the City of Fairlawn.

Certain taxpayersin the original three Districts filed suit in 1995 againstthe JEDD Boards of Directors, the Townships and the City challenging the constitutionality of the statute_ authorizingthe JEDDs. In March 1999,the SupremeCourt of Ohio resolvedthe issue in favor of the City and the JEDDs by ruling that the JEDD statuteis constitutional. The Court's unanimous decisionupheld the rulingi of boih the trial court and the court of appeals. In May 2007, $g Ohio Supremeeourt declined-to hear an appeal from a developer involving the Bath-Akron-Fairlawn JEDD. The trial court and appellatecourt had dismissedthe developer'slawsuit for lack of standing to sue.

The JEDD Contractsgenerally provide that the City will extend water and sewer services to the Districts and in some casesto other areas within the Townships. Each JEDD Contract describesthe water and sewerfacilities that are to be constructedand installed,as well as the extent of the City's obligationsto fund those projects. The City has been and is continuing to extend water and sewer facilities to the JEDDs pursuant to the JEDD Contracts as part of its contribution to the economic developmentof the region. Approximately 80 constructionprojects (both water and sewer)have been completed since this programbegan. The City has expendedovel $61 million so far for these projects. To fund these facilities, the City has issued the Special Revenue Bonds as described in Special Revenue Bonds, which are payable solely first from revenues received by the City from the Joint Economic Development Districts and then, if necessary,from net availablerevenues from the respectivemunicipal utility system,after payment of any debt serviceon revenuebonds for that system. The SpecialRevenue Bonds are subordinate obligations to the City's revenue bonds issued for the Water System and the Sewer System, respectively. See City Debt and Other Long-Term Obligations - Revenue Bonds. The City

-38- does not expect to have to use the utility revenuesto pay debt service on any of these Special RevenueBonds.

In order to provide-contracts, water to Springfield, Coventry and Copley Townships in accordancewith the JEDD the City must use water from its system in the Lake Erie basin. The Townships are acrossthe continental divide in the Ohio River watershed. The City has entered into an agreementwith the Ohio Department of Natural Resources(ODNR) for a "no-net-loss" plan whereby water in the PortageLakes is releasedby ODNR into the Ohio Canal and eventually Lake Erie to make up for any water from the City that is not returned through the City's sanitarysewer system. The City's plan was submittedto the other Great Lakes statesfor review and comment and each has approved the plan. Several nearby communities challenged the plan in a lawsuit. A trial was held in early I00I, and a decision was renderedby the trial court in favor of the City on theseissues. The Ohio SupremeCourt has affirmed that decision.

The statutes authorizing the creation of joint economic development districts provide that such districts may levy an income tax at a rate up to but not exceeding the r_ate levied by the city participating in the creation of the JEDD. Each JEDD Contract provides for, and each District [as levied, an income tax at the rate of 27o on all earned income (wages and salariesof workers and net profit on businessesor professions)in the District. Beginning Apli! I, 2005, the income tax rate increasedto2.257o in the Copley, Coventry and Springfield JEDDs because of the Contract provision allowing the rate to change so that it equals the City's municipal income tax rate. The revenuesgenerated from this increaseare allocated one-third to the respective township and two-thirds to the City. Beginning January l, 2006, the income tax rate increased to 2.25% in the Bath-Akron-Fairlawn JEDD. As the contract stipulates, the revenuesgenerated from the tax increaseare allocated one-third to Bath Township, one-third to the City of Fairlawn and one-third to the City.

ln accordance with the JEDD Contracts, each District has entered into a separate agreementwith the City to administerand collect the JEDD income taxes. The income tax receipls for eachDistrict are collected,and are accountedfor separatelyfrom eachother District and the City, by the City's Tax Administrator pursuantto thoseagreements.

All taxes on property within the Districts continueto be levied and collectedby the overlappingsubdivisions: the County, schooldistricts and the Townships.

The JEDD Contracts for the Districts within Coventry, Copley and Springfield Townships provide that I7o of the JEDD income tax is to be used by the District for its operation and adminiitration. The remaining portion is allocated to the City. The Bath-Akron-Fairlawn JEDD Contract also provides for l% of the income tax revenuesto be used for operation of that District. It also provides,however, for certain other paymentsto Bath Township. The Township is_ to be paid $250000 per year for 10 yearsand on March 13,2006 was paid a one-time payment of $3,282,387,which is an amountequal to I\Vo of the net District revenuefor the years2000 to 2005 (income tax revenuesless adminiitrative costs and costs of capital improvementsin the District). Pursuantto separateagrcements between the City and the City of Fairlawn, the City sharesone-half of the net JEDD Revenuesfrom the Bath-Akron-Fairlawn JEDD with the City of Fairlawn.

JEDD income tax receipts have grown approximately 28.97ofrom 2004 to 2008, inclusive (see Historical JEDD Revehues). Overall, JEDD income tax receipts decreasedby 1.247oin 2008 as comparedto 2001. This decreaseis reflective of companyreductions locally due to the currenteconomic downturn (seeEmployment).

The following table setsforth the private and public employerswithin the Districts with 100 or more employees.There are also otherbusinesses with fewer than 100 employees.

-39- Nature of Activity ApproximateNumber Employer or Business of Emplovees

RoadwayExpress Inc.(a) Trucking 980 InfoCision Management,Inc.(b) Telemarketing 940 Ohio Departmentof Transportation(c) Government 610 Copley-FairlawnSchool District(aXe) Schoolsystem 320 Akron GeneralHealth and Healthcareand fitness 300 WellnessCenter6) Home Depot (aXd) Retail home improvement 300 Saint Gobain PerformancePlastics(d) Flexible plasticproducts 270 Quality Mold, Inc.(d) Tire molds, related engineering 260 Aetna Insuranceft) Insurance 225 FedexCorporate Services Inc.(u) Technologyservices 200 Wal-Mart(d) Departmentstore 200 Kohl's DepartmentStores lnc.(d) Department store r20 Montrose Fordra) Automobile dealership 100

(a) Copley-Akron Joint Economic Development District (b) Bath-Akron-Fairlawn Joint Economic Development District (c) Coventry-Akron Joint Economic Development District (d) Springfield-Akron Joint Economic Development District (e) Employment for the entire school district but not all schools within the District.

Source: Greater Akon Chamber of Commerce.

[Remaining portion of this page intentionally left blank.]

40- JOINT ECONOMIC DEVELOPMENT DISTRICTS

- Br t ,n

i l'-'- ' i-'-r'i t .....-..-..) It i., - ;-.*,/BARE ERT( \t '"'":l# ;;::"": --"'-'-''+--.'.l.ll:rXf-'-'-'- s [.i - :::.:J:::"f-:: I i

: Jc*nt Economb Drvcloprnent Distlid w Tof,,nshipSenrie Anos

MAP 4

-4t- The following table sets forth the receipts and expenditures of the income tax collections in the JEDDs and the resulting JEDD revenuesof the City for the past five years.

Historical JEDD Revenues 2A04 2005 2AM 2007 2008

Income Tax Revenues: BathJEDD $ 4,84r,973 $ 4;779,633 $ 5,759,375 $ 5,743,972 $ s,8s'7,462 Copley JEDD 4,476,3t7 4,602,440 5,181,434 5,64,r55 5,459,7& Coventry JEDD t,77t,o4l 2,0'13,334 2,221,282 2,339,911 2,287,282 Springfield JEDD 2.169;769 2384.302 2.730.249 2.699.s49 2.6t8.120 Total Revenues $13,259,100 $13,839,709 $15,892,3,1t) $16,421,587 $16,223,228

Expenditures: Administrative Expenses $ 91,172 $ 156,s91 $ 140,397 $ 152,923 $ 164,276 Refunds 423,849 277,287 289,238 419,810 666,385 Disnibution to Bath 2s0,000 250,000 3,532,387(e) 250,000 250,000 Distribution to Fairlawn r,882,346 2,077,639 1,637,188 2,325,036 2,366,121 Distribution to Townships(a) -0- -0- 218,854 554,189 593,748 Distribution to Akron City School District(b) 95.492 1.746.437 763.832 820.255 938.868 Total Expenditures $ 2,',749,459 $ 4,507,954 $ 6,581,896 $ 4,522,2t3 $ 4,9',79,398

JEDD Revenues(c) $r0,509,641 $ 9,331,755 s 9,310,444 $11,905,374 $l 1,243,830

Debt Serviceon Sanitary SewerSystem Special RevenueBonds(d) $ 1,940,20s $ t,945,295 $ 1,943,000 $ 1,804,192 $ 1,949,837 Debt Service on Waterworks SystemSpecial Revenue Bonds(d) 2.359.840 2.3&.96s 2,363.345 2.195.196 2.359.43s Total Debt Service $ 4,300,045 $ 4,310,260 $ 4,306,34s $ 3,999,388 $ 43W,272

Debt ServiceCoverage(e) 2.44 2.1'7 2.16 2.98 2.6r

Balanceof JEDD Revenues(f $ 6,209,596 $ s,021,495 $ 5,004,099 $ 7,90s,986 $ 6,934,558

(a) Sharing of income tax revenues generatedby th e 0.25Voincrease in the tax rate as described above. (b) Payment pursuant to an agreementbetween the School District and the City. (c) JEDD Revenuesfor: 1995($3,452,322);1996 (56,771,752);1997 ($6,569,792);1998 ($6,828,956); 1999 ($9,76a,530); 2000 ($12,202,582);2001 ($ 10,624,M}i); 2ffi2 ($10,198,426); 2ffi3 ($9,463,937). (d) These bonds were issued in 2000 urd2ffiZ. (See Special Revenue Bonds.) (e) ln accordancewith the trust indenturesrelating to thesebonds, "coverage" is calculatedby ( I ) multiplying the JEDD Revenues by a percentageequal to the debt service on the respectivebond issue divided by the total debt service on the Waterworks SystemSpecial RevenueBonds and on the Sanitary Sewer System Special RevenueBonds, and (2)dividing those "adjusted" JEDD Revenuesby the debt serviceon the respectivebond issue. Those trust indenhrresestablish a covenantrequiring adebt servicecoverage ofat least 1.25. (SeeSpecial Revenue Bonds.) (0 Available to pay costs of capital improvements,to meet other obligations under the JEDD Contractsand for other municipal purposesas determined by theCity. (g) Includesone-time payment to BathTownship pursuant to theJEDD Contract.

42 LAND USE/ANNEXATION

The City's areais approximately62 squaremiles. Land use in the City is as follows: Percent Acres of Area

Residential 14,092 35.4Vo Commercial 2,349 5.9 Industrial 2,747 6.9 Agricultural...... 400 1.0 Publicand Unusable Open Land...... 7,285 18.3 UsableOpen Land 6,248 15.7 TransportationFacilities..,...... 6,688 16.8

By the mid-1970s, the supply of land available for new developmentwithin the City's corporatelimits had becomevery limited. As a result, the City beganan lggres.siYepr.ograq of annexation in order to increaseavailable land for new development,particularly for industrial and commercialpuqposes.

From 1978to 1995,the City's program of annexingadjacent township land resulted in the addition of 5,372acres (approximatetyeight squaremiles) to the City, but also met with increasingopposition from the townships. Consequently,starting in 1995,theCity and its township neighbors ent,eredinto the cooperativeagreements to form joint economic developmentdistricts, which effectively endedthe City's annexationprogram. No annexationsto the City have occurred since 1995. (SeeJoint Economic Development Districts.)

In accordancewith the JEDD Contracts,a total of 422 acresof previously annexed land were detachedfrom the City and returned to the townships between 1995 and 1997. These included 147 acresof primarily tusiness property in Coventry Township, 49 acresof residential property in Copley Townshiir and 226 acies of mixed use land in Springfield- Township. Approxlmately 1-60acres of the land detachedto Springfield Township arelow under development as the City's Massillon Road lndustrial Park (seeIndustrial Development Program).

ECONOMIC AND DEMOGRAPIIIC INT'ORMA'TION

Population

Censuspopulation since 1940has been:

Year Citv Countv PMSA

t940 244,79I 339,405 386,065 1950 274,605 4t0,032 473,986 1960 290,351 513,569 605,367 t970 275,425 553,371 679,239 1980 237,177 524,472 660,328 1990 223,019 514,990 657,575 2000 217,074 542,899 694,960

The U.S. Census Bureau estimatesthat as of 2007 the populationwas: Crty 207,934,County 543,487and PMSA 699,356.

-43- The 2000 censusfigures show the following breakdown by age groupsof the populationof theCity:

Under 5 5-19 20-24 25-44 45-54 55-64 65+ Total 15,661 45.109 16.464 65,780 27,565 16,570 29,325 217,074

The City's 2000 population made it ttre fifth largestcrty in the State. An estimated populationof approximately2,500,000 resides within a 5O-mileradius of the City.

Employment

The following table shows comparative average annual employment and unemploymentstatistics for the indicatedyears.

Number(000) Emnloved Unemdsyed- UnemnlovmentRate (7o) Year(a) g![ Countv MSA Slq Countv MSA s![ County MSA Ohio U.S.

1999 106.8 268.5 348.2 6.8 t2.0 15.3 5.9 4.3 4.2 4.3 4.2 2000 100.8 268.7 350.2 6.5 I 1.6 14.9 6.0 4.2 4.1 4.0 4.0 2001 100.3 267.5 348.7 7.1 12.8 16.4 6.6 4.6 4.5 4.4 4.7 2cn.2 99.1 264.2 344.6 9.3 16.8 21.4 8.6 6.0 5.8 5.7 5.8 zw3 97.6 266.1 347.6 7.2 17.4 22.5 6.9 6.2 6.1 6.2 6.0 2W4 98.2 268.8 351.3 7.1 r7.3 22.3 6.8 6.0 6.0 6.1 5.s 20n5 99.5 273.7 358.0 6.8 16.7 2t.6 6.4 5.7 5.7 s.9 5.1 2M 101.0 279.1 364.8 6.3 15.4 20.0 5.9 5.2 5.2 5.4 4.6 20w tot.z 280.7 367.8 6.4 15.9 20.8 5.9 5.4 5.4 5.6 4.6 2008 101.0 280.1 367.0 7.3 18.3 24.r 6.7 6.1 6.2 6.5 5.8

(a) Not seasonallyadjusted.

Source: Ohio Departmentof Job and Family Services.

The following table sets forth the private and public employers that have the largest manufacturing and nonmanufacturing workforces within the City.

[Remainingportion of this pageintentionally left blank.]

-44- Approximate Nature of Activity Number of Emplover or Business Full-Time Emplovees

SummaHealth System Hospital/Medical 5,585 Akron GeneralHealth System HMO Medical Centers 3,545 The County Government 3,470 Akron City School District Education 3,095 GoodyearTire & RubberCompany Rubber Products 3,000 The University of Akron Higher Education 2,845 FirstEnergyCorp. Utility/Headquarters 2,710 Akron Children's Hospital Hospital,/Medical 2,680 The City Government 2,215 Time Warner Cable NortheastOhio Div. CableTelevision 2,M0 Sterling,Inc. JewelryRetaiVHeadquaft ers 2,045 Acme (F.W. Albrecht Co.) Grocery Stores 1,500 Bridgestone/Firestone Rubber Products 1,000

Sources: Crain's, Top Business Lists, Greater Akron Chamber of Commerce, Moody's Economy.com, Inc. or respectiveemployers. A numberof employeesof certainemployers are locatedin areasadjacent to the City.

The City enjoys a diverse economy both in its manufacturingand its increasingly important service sectors. An analysis of 2008 Harris Ohio Industrial Directory data shows that 2,407 firms in the County employ approximately152,850 people in suchdiverse fields as the rubber and plastic industry, metal fabricafion, food processing, and the manufacture and distribution of electiical and electronicmachinery, equipment and supplies. The abundanceof smaller operations adds to this diversity and productivity. The Directory has also reported that there are approximately 80 manufacturing companies in the City with 50 or more employees each. Such firms within the City manufacturea wide variety of products,including toys, books, soft drinks, bakery goods, auto rims, clay products,salt, industrial machinery,dies, molds, chemicals,wood products and plastics. The number of small plants with just a few employeesis increasingwhile the larger plants are downsizing or closing completely.

The City's economy,historically associatedwith the rubber industry, is continuing a transition away from relianceon the manufacturingof rubber products,especially tires. The rubber industry's contributionsto the local economyremain substantial,but the nature of the contribution has changed from manufacturing to research and development and administration. See Community and Economic Development Programs - Industrial Development Program. The elimination of bias-ply tire production, the closing of inefficient, obsolete facilities and the consolidationwithin the industry havebeen the prime causesfor reductionin hourly positions in the rubber industry not only in the City but throughout the country. The rubber and related plastics- industries remain an important segmentof the City's manufacturing economy. The majority of rubber productionworkers, who constituteless than 77oof the City's total work force, are employed in the production of specialtyitems such as aircraft tires and brakes,off-road tires, chemicalsand adhesive products. Examples of continuing investment include the AES relocation to its headquartersfacility and the $19 million expansionsby GoodyearTire & Rubber Company of its polyrner productionplant and its racetire manufacturingprocess.

The City believes its efforts in establishingand completing the University Area Renewal Project and in creating the sites for the expansion of The University of Akron, its implementationof the OpportuniryPark RenewalProject and its supportof the GoodyearTechnical Center Project and new corporate headquartersproject, all as described above, have been economicallyadvantageous to the City during this period of changein the rubber industry's makeup.

-45- The City also believes that its continuing capital investment program, its ongoing development program in its centralbusiness district and its continuing efforts to maintain the City's infrastructure createthe environmentnecessary to encouragethe expansionof this segmentof the City's economy.

Following the national trend, therehas been an increasein the serviceindustry and a reduction in the production of goods. Contributing to this trend is the employmentat two regional shopping malls in the City, the continuing redevelopmentof the CBD, and the increase in governmental(City and County), educational(The University of Akron) and health care services and facilities employment. The Akron area has worked diligently to maintain its manufacturing base. Currently, close to 24Voof the City's work force is in manufacturingtrades, as comparedto the national averageof. 137o. In early 2009,Site Selectionmagazine awarded the Govemor's Cup to the State of Ohio for leading the nation in the number of new and expandedcorporate facilities in 2008. The City ranked secondamong midsize cities with qualifying projects. Job retention was a central issue for the State and the City in 2008, the magazinereported, citing the City's and the State'sefforts to keep both Goodyearand Bridgestone/Firestonein the City.

Income

The 2005 medianfamily and householdincomes, as reportedby the CensusBureau, are setforth in the followins table. 2005lVledianIncome Familv

City $38,362 $32,937 County 55952 43,94r State 54,086 43,493 United States 55,832 46,242

According to the Ohio Departmentof Taxation, the averagefederal adjustedgross income for residentswithin the Akron City School District filing Ohio personalincome tax retums for calendaryear 2007 was $37,023compared to the averageof $68,327for all Ohio schooldistricts and $57,554for all schooldistricts in the County.

Housine and Buildine Permits

The following is Census information conceming housing in the City, with comparativeCounty and Statestatistics.

2000Median Value of Vo Owner- Constructed Number of Occupied Prior to HousingUnits Homes L940 1990 2000 VoChanse

City $ 76,500 34.7Vo 96,372 97,265 +0.9Vo County 109,100 22.0 211,477 230,880 +9.2 State 103,700 22.5 4,371,945 4,783,05r +9.4

-46- The number and value of all building permits (including commercial, industrial, residentialand public, and both remodeling and new construction)issued by the City are shown in the following table. Buildine Permits Number Value

3,662 $155.200.543 3,201 113.657.295 2,852 140.481.950 2,533 207.275.180 2,570 150.927.282 2,257 17r,475,696@) 2,202 199,018,354(a) 1,745 I57,965,112@) 6,03r 350,480,777@) 2,406 235,333,080(a)

(a) Includesapproximately (in millions):

20M 2ffi5 2006 2007 2008 $33.6 $38.6 $26.1 q?sq 20.8 fornewresidentialproperties, r2.2 8.1 10.6 35.9 18.3 forresidentialproperties: alteration and additions, 35.2 60.6 53.8 50.9 67.6 for instihrtionalbuildings and alterationand additions, 47.1 42.r 28.2 r60.9 325 for office buildings and alterationand additions, 22.3 24.8 32.9 44.3 88.1 for commercialbuildings and alterationand additions,and zt.t 24.8 6.4 32.6 8.0 formiscellaneousconstruction.

(b) Severehail stormscaused widespread damage to property resulting in a very significant increasein the number and value of building permits; other developmentprojects and Community lrarning Centen contributedto this increase.

SEWER SYSTEM General

The City owns and operatesa wastewater collection and treatment system (the Sewer System)that servesthe City and 12 other subdivisionsin a75 squarcmile servicearea. The estimatedreplacement value of the Sewer System exceeds$2.2 billion. The existing collection systemconsists of 649 miles of sanitarysewers, which includeslocal, combined and trunk sewers. Over TOVoby length of these sewerscarry only sanitary sewage,while the remaining 30Vo carry both sanitarysewage and storm water in periodsof wet weather. Approximately 60Voof the sewers are over 40 years in age. The City, however, conducts a regular maintenanceand replacement program to maintain operationalefficiency of the collection system. The collection system also includes 33 pump stations and one retention tank. In addition, the City has 382 miles of storm sewersand 309 miles of storm and combined sewer inlet lead connections. The sewer collection systemcarries sewage to the Water Pollution Control Station,the City's wastewatertreatment plant, which was constructedin 1928. Over the years,the treatmentplant has beencontinuously expanded and upgradedto meet increasingdemands on the Sewer System based on increasedvolume and regulatory requirements. The existing wastewatertreatment plant provides primary and advanced secondarytreatment of wastewater,followed by disinfection prior to dischargeinto the Cuyahoga River. Sludge producedat the plant is compostedin a facility constructedby the City in 1987. In 2008, the plant treated a total flow of 28.5 billion gallons of wastewater,at an averagerate of 78.6million gallonsper day.

-47- The Sewer Systemis operatedas a self-supportingenterprise. Ratesare set so as to provide sufficient funds for-operation, for an adequatelevel of maintenanceand for debt service iequirements,if any, on reveirue bonds, on certain general obligation bonds or notes issued for Sewer Systempulposes and on obligationsto thehe Ohio Water DeDevelopmentAuthority and the Ohio Public Works Commission (see Revenue Bonds and CitvCityty Debt and Other Long'TermLong-Term Obligations). The U.S. EPA has approved the City's user charge system for Sewe_rSystem customers,both inside and outside the City. A proposedlong-term leaseof the Sewer System_to generatefunds for college scholarshipsand othei purposeswas not approvedby the voters in the November2008 generalelection.

Capital Improvements

Over the past ten years,the City has constructedapproximately $87.1 million worth of capital improvementsto the S-ewerSystem (not including those in the JEDDs). -Thit extensive capitil impr&ements program has had a major positive impact on th9 opgryting-efficiency oI t|r" Sewer Syslem and its tompliance with enviionmental regulations. The table below setsforth the Sewer System's capital improvement expendituresfor the years2004 through 2008, and includes expendituresfrom SewerSystem revenues and the proceedsof bonds and other obligations. Capital ImprovementExpenditures 2004 200s 2ffi6 2W7 2008 Total Water Pollution ControlStation.... $ 976,516 $ 421,463 $ 2,945,639 $1,416,289 $ 328,143 $ 6,088,050 Sewer Reconstruction..... 7,072,356 B,y4Z,39Z 1,206,515 3,003,164 6,687,155 26,t11,582 Combined Sewer Overflow...... 1512503 8,512,387 8,406,223 r,258,579 93,972 19,843,664 New Sewers; City...... 170,376 -0- -0- -0- -0- 170,376 JEDDs...... 1.089.620 552.513 1.688,571 1.031.318 30.678 4.392.7W Total SewerSystem...... $10,881,371 $l'7,628,755 $14,246,948 $6,709,350 $7,139,948$56.6M,372

The following table sets forth the projected capital improvementexpend_itures plannedfor the years2009tfuough 2013,including expenditures from bond proceedsand Sewer Systemrevenuei subjectto availabilityof thoserevenues. As discussedunder The City - Jgint EconomicDevelopm-ent Districts, the City is extendingthe SewerSystem's collection systgm intg the neighboringtownships in which JointEconomic Development Districts have been established. A portionof ttie revenuesreceived by the City pursuantto the JEDD contractswill be usedto pay costsof extendingthese facilities (see Special Revenue Bonds).

[Remainingportion of this pageintentionally left blank.]

-48- ProjectedCapital ImprovementExpenditures (fi)0's) 2W9 2010 20rr 2012 2013 Total WaterPollution Confol Station...... $1,300 $2,100 $2,17s $1,250 $ 1,2s0 $8,075 OtherFacilities andEquipment.... 500 250 250 250 250 1,500 SewerReconstruction 6,230 4,192 4,9t5 3,104 3,104 21,545 CombinedSewer Overflow...... 15.800 300 300 300 300 17,m0 New Sewers: City...... -0- -0- -0- -0- -0- -0- JEDDs 3.325 1.335 1.335 1.335 1.335 8.665 Total SewerSystem...... $27.r55 $8,177 $8,975 $6,239 $6,239 $56,785

Since 1987,the City has operateda sludgecomposting plant. The plant convertsan average of about 40 dry tons per day bf sewage sludge into a compost mixture suitable for hortiCulturaluse or safe l-anddisposal. The plant ii rated at73 dry tons per day. The $32.6 million facility was financed by an 85VoU.S. EPA constructiongrant and the 157-oCity portio^n_bV4o* agrcementwith the Ohio Water DevelopmentAuthority (seeLong-Term Obligations Other Than Bbnds and Notes). The City contractedwith a private operatorto operateand maintain the plant and to market the finished pioduct. In 1990, the City added $18.6 million of facilities to provide additional odor control for the plant. Federal funding covered 757o of that cost. The compost product meetsOhio EPA ClassA quality criteria for food chain application.

ln 2005, the City and the facility operator,KB Compost Services,[nc., enteredinto an agrcementto design,build and operatea 5,000 dry ton per year anaerobicdigestion systemwith a combinedheat and power unit capableof generatingup to 335 kW of electricity. The initial phase is sizedto processabbut one-thirdbf the wastewatertreatment plant sludgeproduction; it went into operationin late 2007. In 2008, the successfuloperations of the CompostingPlant were enhanced by this process;the electricity producedreduced the plant's cost for electricity by about 157o. In a unique arrangement,KB Compost Servicesis carrying most of the short term financial risk, having^ to meet performanceindicatori before the systemls acceptedand negotiationsfor an expansionof the systemto processall of the sludgeare initiated.

Employees

As of December31, 2008, the City had 111 permanentemployees involved in the operation and maintenanceof the Sewer System. The Public Utilities Bureau, which includes all functions of the Sewer System as well as the Water Supply Division, Water Utilities Field OperationsDivision and th6 BusinessServices Division, is under the supervisionof the Director of Public Serviceand the Managerof the Public Utilities Bureau(See Water System - Employees).

The Sewer System's permanent employees are representedby two different bargaining units: Local t:60 of the American Federation of State, County and Municipal Employees represents65 employeesand the Civil Service PersonnelAssociation represents17 employees. The remaining2g employeesare ineligible for representationby either bargainingunit. (SeeThe City - Employees).

-49- Service Area and Users

The Sewer System supplies the only sanitary sewage collection and treatment service in the City and also servesuseri located outside the City in the Cities of Stow, Cuyahoga Falls, Tallmadge and Fairlawn, the Villages of Silver Lake, Munroe Falls, Lakemore and Mogadore, and the Townshipsof Bath, Copley, Coventry and Springfield. The numbersof usersserved by the SewerSystem for the last three yearcare set forth in the following table.

Number of Users 2W6 2007 2008 lnside City: Residential 69,r14 68,109 67,801 Commercial 3,120 2,998 3,262 Industrial 478 t.428 1.4t7 Total 72,712 72,535 72,480 OutsideCity: ResidentiaVCommercial 8,166 7,118 7,288 lndustrial 3l 68 67 Total -Jv_ 7.186 1355 Total Users 80,909 79,72r 79,835

The Sewer Systemserves five mastermetered areas (each counted as one customer) under separatesewer service agteements. The flow from each of these areas is metered and sampledfor biochemicaloxygen demand(B.O.D.) and suspendedsolids (S.S.). Each community is then billed basedon the flow and strengthof sewagedelivered to the Sewer System. Each master meter customeris billed for flow at a designatedrate per million gallons, then receivesa debit or credit for over or under assignedstrength sewage. Finally, a monthly billing charge is added to recover costs associatedwith Accounting Departmentservices rendered. Master meter customers account for approximately407o of.the total flow treated at the City's wastewatertreatment plant. Master meter customershandle billins to individual users.

[Remainingportion of this pageintentionally left blank.]

-50- The total billed wastewaterdischarge by each categoryof usersfor the years2004 throush 2008 is set forth in the followine table.

UserVolume in Million Gallonsper Year 2004 2005 2006 2007 2008

Billed Discharge Akronral

Residential 4,331.9 4,536.6 4,295.7 4,t78.9 4,r42.0 Commercial 1,379.3 r,295.0 1,213.3 I,223.0 r,3l2.r Industrial 667.4 662.4 614.2 637.8 645.9

Subtotal 6,379.6 6,494.0 6,123.2 6,039.7 6,100.0

Billed Discharge Suburban(a)

Residential 544,r 556.5 552.t 420.6 439.8 Commercial 184.1 190.0 180.7 202.9 2TI.O lndustrial 78.9 59.7 55.6 57.7 70.3

Subtotal 807.1 806.2 788.4 68r.2 720.8

Master Metered Suburbantul

CuyahogaFalls 1,473.I 1,336.3 1,307.r r,340.26 1,284.0 Montrose 339.r 337.4 324.5 364.66 318.8 Mudbrook 2,2t5.0 2,216.4 2,078.5 1,841.31 2,029.9 Lakemore 331.8 310.5 295.6 303.79 293.7 Tallmadge 613.1 629.9 613.3 743.25 579.8

Subtotal 4,972.1 4,830.5 4,619.0 4,593.28 4,506.2

Total 12,157.8 12,r30.7 11,530.611,314.18 rr.678.6

(a) Basedon waterusage -- doesnot includeinfiltration/inflow. (b) Actualmeasured discharse -- includesinfi ltratior/infl ow.

[Remainingportion of this pageintentionally left blank.]

-51 The total uservolume billed by the SewerSystem for 2008 was 11.4billion gallons. The ten largestretail usersby volume (basedon billings) and the mastermeter (wholesalecontract) customersfor the last threeyears are setforth in the following table.

Nature of Million Gallons Amount User Enterprise Per Year Billed 2W6 2007 2008 2M 2m7 2008 Goodyear Tire & Rubber Company Industrial 161.6 t79.9 168.2 $ 814,490 $ 917,01s $ 802,588 Akron Thermal, Inc. (a) Energy 108.5 123.3 125.4 549,673 628184 603,r97 The University of Akron Education t20.3 130.2 104.0 458,773 496,573 392,653 SummaHealth System Medical 12.6 65.3 80.9 277,050 249,034 298,397 Akron General Medical Center Medical 83.2 85.9 77.8 3r7,2ll 327,744 280,072 I-ockheed Martin Corp. Industrial 64.2 51.9 44.5 322,863 264,473 2r4,027 Hayes Irmmore Industrial 12.5 6.6 43.7 44,255 67,286 210,150 Brid gestone/Firestone Industrial 76.9 78.8 78.1 208,314 206,593 202,881 Children's Hospital Medical 36.2 4r.7 49.0 138,109 158,867 169,022 Gencorp Industrial 25.5 24.1 25.4 124.951 t20.205 132.190 Total 161.5 787.7 197.0 $3,2s5,689 $3,436,274 $3,305,177

Master Meter - Wholesale 2m6 2007 2008 20M 2ffi7 2008 County of Summit: (b) Mudbrook 2,091.8 I,841.3 t9l7.8 $2,211,603 $2,tM,02s $2,604,880 Montrose 337.6 364;7 379.3 672,946 660,34 694,523 City of CuyahogaFalls (b) 1,278.3 r,340.2 1,203.0 r,172478 1,755;743 1,552,473 '703.7 City of Tallmadge (b) 743.3 803.4 790,707 884,249 942,487 Village of Lakemore (b) 309.5 303.8 327.0 351.347 35r.666 372.943 Total 4.120.9 4.593.3 4.630.5 $5,799,081 $s,756,027$6.167.307

(a) SeeOther Utilities - Heating and Cooling. (b) Govemmental,wholesale contract.

SewerRates

OrdinanceNo. 341-2007passed by Council on June25, 2007, amendsand/or supplementsformer Title 5, Chapter50, Section50.22 "Sewer Service Charges" and Section 50.33 "surchargesfor Extra StrengthWaste; Credits for Below StrengthWaste" of the City's Codeof Ordinancesto establisha revisedschedule of sewerageservice charges. The ratesunder that Section50.22, effective starting July l, 2007,are set forth in thefollowing tables.

[Remainingportion of this pageintentionally left blank.]

-52- ComputedRate Per L.0fi) Gallonsof Billed Discharee

Akron Customers Suburban Contract Cttstomers

USERCI{ARGES WasteTreatment:

Volume $ 0.177 $ 0.177 $ 0.177 $ 0.195 $ 0.195 $ 0.19s B.O.D. 0.344 0.595 0.767 0.360 0.571 0.789 S.S. 0.442 0.903 I.218 0.486 0.959 1.292 Subtotal $ 0.963 $ 1.67s $ 2.162 $ l.(Xl $ r;72s $ 2.2',76

Waste Collection: Trunk Sewers $ 0.163 $ 0.163 $ 0.163 $ 0.1,14 $ 0.144 $ 0.144 Local Sewers 0.151 0.158 0.t52 0.000 0.000 0.000 Subtotal $ 0.320 $ 0.321 $ 0.31s $ 0.144 $ 0.144 $ 0.lzl4

Collection and Treatment of Unmetered VI: Trunk Sewers $ 0.937 $ 0.483 $ 0.420 $ 0.978 $ 0.500 $ 0.439 I-ocal Sewers 0.r68 0.087 0.073 0.000 0.000 0.000 Subtotal $ 1.105 $ 0.570 $ 0.493 $ 0.978 $ 0.500 $ 0.439

Field Monitoring 0.000 0.000 0.797 0.000 0.000 0.792

Total User Charges ($/1,000gals.) $ 2.388 $ 2.s66 $ 3.761 $ 2.163 $ 2.369 $ 3.651

OTIIERCOSTS

Debt service $ 0.000 $ 0.000 $ 0.000 $ 0.000 $ 0.000 $ 0.000 owDA debt (all) 1.r65 0.947 0.989 r.r23 0.905 0.9& OWDA debt (Akron) 0.081 0.057 0.052 0.000 0.000 0.000 Akron facilities 0.192 0.027 0.000 0.000 0.000 0.000 CSO facilities 0.231 0.216 0.288 0.000 0.000 0.000 Suburbancapital 0.000 0.000 0.000 0.1l9 0.1l9 0.119

Total Akron sewer charge ($/1,000gals.) $ 4.057 $ 3.813 $ 5.096

TOTAIJEDD ($/l,000 gals.) $ 3.826 $ 3.597 $ 4.808

(Suburban$/1,000 gals.) $ 3.40s $ 3.393 $ 4;134

Total Akron sewercharge ($/HCD $ 3.03s $ 2.852 $ 3.812

Total JEDD sewer s 2.862 $ 2.691 $ 3.596

Suburban($/HCD Contract customers $ 2547 $ 2.s38 $ 3.541

Suburbanexcessive I/I charge ($/HCF) $ 0.1s9 $ 0.159 $ 0.159

Total suburbancontract customers'sewer charge ($/HCD $ 2.706 $ 2.69',7 $ 3.700

Fairlawn ($/HCF) Contractcustomers $ 2.s4'7 $ 2.s38 $ 3.s41

-53- ComputedRate Per 1.0fi) Gallonsof Billed Dischareefor Master Meter Users

Cuyahoga Falls Mudbrook Lakemore Tallmadee USERC}IARGES WasteTreatment:

Volume $ 0.19s $ 0.195 $ 0.19s $ 0.195 $ 0.195 B.O.D. 0.360 0.360 0.360 0.360 0.360 S.S. 0.486 0.486 0.486 0.486 0.486 Subtotal $ l.Ml $ 1.041 $ 1.041 $ 1.041 $ 1.041 Trunk sewers 0.144 0.144 0.144 0.144 0.144 Fieldmonitoring 0.008 0.008 0.008 0.008 0.008

Totaluser charges ($/1,000gals.) $ 1.193 $ r.193 $ rJ93 $1.193 $1.193

OTTIERCOSTS

Existingdebt service $ 0.m0 $ 0.000 $ 0.000 $ 0.000 $ 0.000 NewOWDAdebt 0.389 0.503 0.343 0.348 0.336 Capitalcharge 0.031 0.031 0.031 0.031 0.031

Total mastermeter charges($/1,000 gals.) $ r.613 $ r;127 $ 1.567 $ r.s72 $ 1.s60

In addition, the City applies a surcharge to master meter custome$ that discharge wastewaterto the SewerSystem that is of greaterstrength than certaindefined levels as follows:

B.O.D.(me/L) SuspendedSolids (me/L)

ResidentialUser t82 290 CommercialUser 289 572 lndustrial User 399 77r SuburbanMaster Meter User t82 290

Those mastermeter customersthat dischargewastewater with strengthsin excessof theselevels are charged $0.237 per pound of excessB.O.D. per day and $0.201 per pound of excesssuspended solidsper day.

Billine: Delinquent Sewer Svstem Bills

Bills to most usersof the Sewer Systemare mailed monthly. The City addsa l0%o surchargeto all Sewer Systembills not paid wi*rin 15 days after the date on which they are-mailed. If those bills remain unpaid for 45 days from the original bill, the Sewer System delivers a termination notice to the user and serviie may be terminated 10 days thereafterby discontinuing water service. If service is terminated,it will not be restoreduntil the bill is paid or a payment arrangementis signed. When such bills (and penalties)are not paid when du9,_the City may do eitheior both of the following: (a) collect them by actions at law and/or (b) with respecttolhose that arise pursuantto serviceiontracts made direcfly with users,certify them to the County-Fiscal Officer tobe placedon the tax duplicatetogether with the interestand penaltiesallowed_by law, to be collected as property taxes are collected. The City's practicewith respectto bills (and penalties) not paid has been to place them on the tax duplicate. In 2008, total Sewer System lccgqts receivable (over 30 days) increasedslightly due io current global economic conditions. It is the

-54- generalpolicy of the Public Utilities Bureau to continue to try to collect chargesrather than write them off.

Historical Operating Results

The following table sets forth historical comparativeincome and expendituresfor the Sewer Systemfor the palt five yeamas well as debt serviie coveragesfor thoseyears (reported and computedon a cashbasis) (see Revenue Bonds).

Historical Incomeand Expendituresand Debt ServiceCoverage

2004 2005 2W6 2W 2008

Total Revenues $33,214,833 $34,301,415$33,781,917 $34,952,336 $34,823,091

Total Expenses 21.530.656 2r.472.772 21.904.602 22.289.800 23.t92.222

Net Revenues $11,684,177 $12,828,&3 $ I 1,877,315 $r2,662,536 $l1.630.869

Debt Serviceon RevenueBonds $ 4.e3,s79 $ 45M,32s $ 4,s4r,227 $ 3,5s7,707 4,568,537

Debt ServiceCoverage(a) 2.52 2.82 2.62 3.56 2.55

Net RevenuesAvailable for Other Debt Service $ 7,040,598 $ 8,284,318 $ 7,336,088 $ 9,104,829 $ 7,062,332

Other Debt Service:(b) OWDA/OPWC Loans 5,0t2,671 4,509,2M 5,668,298 [email protected] 6,086,926 GeneralObligation Bonds 105.928 t42.539 118.583 30.481 35.630

BalanceAvailable $ 3,632,s7s $ 1,549,20',7 $ 3.010.069 $ 939,776

(a) Net Revenuesdivided by Debt Service. The Trust Indenturefor the Sewer System Improvement RevenueBonds establishesa rate covenantrequiring a debt servicecoverage of at least 1.25. (b) See City Debt and Other Long-Term Obligations.

WATER SYSTEM

General

The City has owned and operatedits water supply, treatmentand distributionsystem (the Water System)sin-ce 1912. The watershedfor the Watef Systemcovers 207.squaremiles and offers a poteirtial supply of 120million gallons per day. In 2008, the averagedaily pumpagewas approximately 36.64 ririllion gallons. According to the Ohio EPA, approved tre?tT91t-pjLa$ c^aiacityis 67 miilion gallonsper day (M.G.D.) and approvedinstantaneous flow rate is 76 M.G.D. l|h^eW-ater System indludes over l2l3 miles of pipe, t5 distribution-sloragereservoirs, elevated tanks and staridpipesand 11 boosterpump stations. It servesover 90,000 customersin the City, six other municipalitiesand partsof five adjacenttownships.

The Water Systemis operatedas a self-supportingenterprise. Ratesare set so as to provide sufficient funds for operation, for an adequate level of maintenance,_for -.cap1tal improvementsand for debt servi^cerequirements on rev-enuebonds, on certain general-obligation bonds or notes issued for Water System purposes and on obligations to the Ohio Water DevelopmentAuthority (OWDA) and the Ohio Public Works Commission(OPWC) (seeRevenue Bonds and City Debt and Other Long-Term Obligations).

-55- The City's extensive water system is not confined to the sale of water. Other sourcesof revenues(totaling approximately$4.09 million for 2008) include: (a) billing servicesfor sewerand curb service($2.46 million); and (b) generalsales such as new water serviceconnections and repairs/alterations($.47 million); (c) miscellaneousother operatingrevenue ($.81 million).

Water Supplv. Treatment and Distribution

The CuyahogaRiver is the sourceof the City's water supply. The river's headwater is 15 miles from Lake Erie; it flows south to the City and then north into Lake Erie at the City of Cleveland.

The Water System'sfour reservoirsand their locationsand capacitiesare set forth in the followins table. Surface Location Area Capacity Reservoir (County) (acres) (Billion Gallons)

Lake Rockwell Portage 769 2.1/2.4

EastBranch Geauga 420 1.5

LaDue Geauga 1,500 5.7t6.8@t

Mogadore Portage 900 2.3/3.3@t

(a) Increasedcapacity is availabletlrough use of flashboards,which are temporary wood additions to the damto increaseits height.

The City has underground resources to add to its surface reservoirs. Preliminary studiesindicate that developmentof wellfields in the upper portions of the watershedcould provide a potential supplementalcapacity of 22M.G.D.

Untreated water flows from Lake Rockwell to the water plant about one-half mile away. All water supplied to the City passesthrough the treatmentplant and pumping station at Lake Rockwell. Originally built in 1915,this plant has been enlarged,remodeled and modernized over the years.

Upon entering the plant at Lake Rockwell, the raw water is chemically treated tg \!ll bacteria and to coagulate,flocculate and settle suspendedparticles. From there, the partially clarified water flows through filters that remove the particles and solid impurities remaining in the water after the settling process. A one-million gallon clear well collectsthe filtered water, which is further treatedwith additional chemicals: chlorine as a disinfectant,fluoride to prevent tooth decay and pH stabilizationand corrosion inhibitor agentsto prevent corrosionand encrustingof the water mains. After the final chemicaltreatment, the water is pumpedto the City by six pumps located in the High-lift Pumping Station. Under normal conditions,this is the first time that pumps are used; until this point, water has flowed to and throughthe systemby force of gravity.

The treated water is pumped through about 28 miles of force mains to two equalizing reservoirsin the City. About 53 miles of feeder mains distribute water from the force mains and the reservoirslocated in the City to a network of approximately963 miles of distribution

-56- mains in the City and over 140 miles of mains in areasoutside of the City. Water is storedwithin the distribution systemat 12 different locations.

ln addition to the domesticwater supply,the City has an industrial water supply that is rarely usedbut standsready to servicethe needsof industry in the eventof a seriousbreakdown at the Lake Rockwell facility. Becausethis industrial watershedcomes into the CuyahogaRiver in thg City, it does not flow through the Lake Rockwell facilities and the water is consequentlyuntreated and not potable. The primary sourceof this industrial water is the MogadoreReservoir in the valley of the Little CuyahogaRiver. Becauseof the capacityand smoothoperation of Lake Rockwell and the East Branch and LaDue Reservoirs,Mogadore Reservoir has been used exclusively in recent years for recreationand to control the flow of the Little CuyahogaRiver. Deep wells owned by private industry are also a sourceof industrialwater.

Canital Improvements

Over the past ten yea$, the City has constructedapproximately $83.3 million worth of capital improvementsto the Water System. This extensivecapital improvementsprogram has had a major positive impact on the operatingefficiency of the Water System.

An example of this increased efficiency is the Water System's water service connections replacemeni program that began in 1964. The Water System assumed the responsibility of maintaining and replacing water service connections at no direct cost to the consumer. The replacemenfof houselinesby the customer and water service connectionsby th9 Water System with copper materials has reduced the operating expensesincurred in finding and repairing recurrentleaks as well as the unaccounted-forloss of water becauseof leaks. The Water Systemuses this program to reduceoperating and capital costsfurttrer by systematicallyreplacing all noncopperwater serviceconnections during the excavationphase of a streetpaving project rather than implementing a random replacementprogram that would increasesurface restoration costs. The City expects that the copper replacemenfprogmm will assist it in reducing the number of leaking water service connections and in complying with the requirements of the national lead/copperregulations of the U.S. EPA. The Water Systemhas also instituted and maintains an active repair and replacementprogram for its distribution system,much of which was constructed prior to the 1930s. The Water Systemexpects to reducethe rate of breaksthrough the continuation of tne Water System'swater main replacementprogram. Replacementof the older, iron pipes with new, cement-linedductile iron pipes has reducedpumping costs and the occurrencesof pavement damage,while meetingU.S. EPA drinking water regulations.

Construction of a $535,000 potassium permanganatewater treatment system is complete. Under a $2.85 million contract,replacement of 2.31miles of the old (1920-1922)parallel 48" force mains was substantiallycompleted in 2N2. Under the JEDD contracts,water mains have been extendedby 4.3 miles. The sedimentationbasin rehabilitationproject was completedin 2001 at a cost of approximately$8.6 million. Constructionof a $4.4 million chemical building for the Water Plant was completed in20%. The Automated Meter Reading (AN{R.)project including the replacementof all residential meters with new automatedmeters was completed in 2005 at an approximatecost of $L7.47million. During June 2008, the City awardeda $3.6 million contractto replaceall commercialand industrial meterswith new automatedmeters. The projectedcompletion datefor this project is February2010.

The following table setsforth the Water System'scapital improvementexpenditures for the years2004 through 2008, and includesexpenditures from bond proceedsand Water System revenues.

-51- Capital ImprovementExpenditures

2004 2005 2006 2W7 2008 Totals Water Treatment Plant(a)...... $ 2,150,912 $ 382,376 $ 36,466 $ 380,399 $ 718,000 $ 3,668,153 Transmissionand Distribution:City...... r0,278,067 6,041,803 4,048,301 2,864,153 3,486,596 26,718,920 JEDDs...... 1,139,927 981,602 662,728 860,177 50,698 3,694,132 2.022.585 r.096.943 2"618.76r 588,385 1.I 38.137 7.464.8t1

TotalWater System... $15,590,491 $8,502,724$7,366,256 $4,693,114$5,393,431$41,546,016

(a) Includespumping equipment and source of supply(reservoirs and supply mains).

The following table sets forth the projected capital improvement expenditures plannedfor the years2009 through 2013, including expendituresfrom proceedsof bonds and other obligations, Stategrants and Water Systemrevenues, subject to availability of those revenues. As discussedin The City-Joint Economic Development Districts, the City is extending the Water System's transmission and distribution system into the neighboring townships in which Joint Economic DevelopmentDistricts have been established.A portion of the revenuesreceived by the City pursuant to the JEDD contractswill be used to pay costs of extending these facilities (see Special RevenueBonds).

ProjectedCapital ImprovementExpenditures (fi)O's)

2W9 2010 20ll 2012 2013 Total WaterTreatment Plant(a)...... $2,295 $1,785 $ 1,575 $ 285 $ 285 $ 6,625 Transmissionand Distribution:City..... 1,800 5,675 7,825 5,250 5,250 25,800 JEDDs...... 3,000 880 880 880 880 6,520 General 625 288 610 118 I 18 1.759

TotalWater System... $7,720 $8,628 $10,890 $6,533 $6,533 $40,304

(a) lncludespumping equipment and source of supply(reservoirs and supply mains).

Employees

As of December31, 2008, the City had 174 permanentemployees involved in the operation and maintenanceof the Water System. The Public Utilities Bureau, which includes all functions of the Water Svstem as well as the Water Pollution Control Division and the Sewer Utilities Field Operations, is under the supervision of the Director of Public Service and the Managerof the Public Utilities Bureau(see Sewer System - Employees).

The Water System's permanent employees are represented by two different bargaining units: Local 1360 of the American Federation of State, County and Municipal Employees represents83 employees and the Civil Service PersonnelAssociation represents46 employees. The remainng 45 employeesare ineligible for representationby either bargainingunit. (SeeThe City -- Employees.)

-58- Service Area and Users

As of December3l, 2008, the Water System provided water to 72,180 accounts inside the City and 10,985 accountsoutside the City's corporatelimits. Those outside accounts representl3Vo of the total accountsserviced by the Water System and 33Voof the Water Syqtem's- meteredwater. These figures include the sale of water to the City of Tallmadge and the City of Stow on a wholesalebasis. tn 2008, approximately29Vo of total water salesrevenue came from salesto customersoutside the City.

The Water System's total billings and metered water volume use are detailed, in terms of accounttype, in the table that follows.

Type of Metered Water Use Account Amount Billed (l.ff[ cubicfeet) 2W6 2ffi7 2008 20M 20u7 2008

Residential $15,507,971$t3,879,979 $12,286,383 593,976 466,983 345,803 Commercial 3,814,452 53059M 6,093,542 199,344 301,082 384,980 Industrial 1,818,452 2,032,958 2,ffi7,122 123.585 117,766 I18,784 Other 201.915 240.330 150.718 11.061 25.722 25510 Total Inside City $2r,342,7% $2t,459,2n $20,538,365 927.966 911,553 875,017 TotalOutside '7.669.379 City 6.856.343 8.212.197 357.831 338.8M 439.831 TOTAL $29,012,169$28,315,554 $28,150,562 1,285,797 r,2503n 1,314,908

The area served with the Water System's water includes the Cities of Akron, Hudson, Tallmadge, Stow, Fairlawn and a portion of CuyahogaFalls, the Village of Mogadore, parts of the Townships of Bath, Boston, Springfield, Copley and Coventry, the Great Lakes CanningCompany plant and the ChryslerStamping plant in the City of Twinsburg.

Most customersoutside the City pay a retail rate equal to the amount chargedto customerswithin the City plus a l}Vo to 60Voretatl surcharge. The City of Tallmadge is paying a rate equivalentto the City rate plus a 22.57osurcharge. The City of Fairlawn customerscunently pay a retail rate equalto the City rate plus a I57o swcharge. Customersin the Village of Mogadore, the west portion of the City of CuyahogaFalls and Townships of Bath and Boston, as well as the Great Lakes Canning Company plant, pay a retail surchargeof 45Voto 60Vo. Those customersin Joint Economic DevelopmentDiitricts within the Townships of Copley, Coventry, Springfield and Bath generallypay a surchargeof 107o. The Chrysler plant paysthe City rate plus a 507osurcharge.

The County sold the majority of its water systemto the City of Stow. The City of Stow began operatingthe systemon November7,200l. On December3l,2W6, the County transfened the remaifung portion of its system to the City. Both the remaining portion of the County water systemand the City of Stow are servedby the City.

A contractwas signedwith the City of Stow on December26,2006. The rate to be chargedis the City rate plus a l57o surcharge. As part of the contractsettlement that rate was also applied to the water suppliedto the City of Stow since 2001, for which the City of Stow had made partial payment. An additional amount of $215,927 was paid by the City of Stow at contract signing. The contract also provides for tax-sharing from new businessdevelopment in -selected areasof the City of Stow and adjacentareas made possible by the availability of water from the City's system.

-59- The following table setsforth the ten largestusers of water in 2006, 2007 and2008.

Nature of Million Cubic Feet VoTotal User Enterprise Water Billed 2008 2008 City of Stow(a) Government 131.9 r09.4 222.9 9.27Vo City of Tallmadge(a) Government 63.6 65.1 60.4 2.85 GoodyearTire & Rubber Company lndustrial 54.5 36.4 36.8 r.66 Akron Thermal, [nc. Energy 18.9 2r.3 2t.9 .97 B ridgestoneiFirestone lndustrial 16.0 r0.5 16.3 .62 The University of Akron Education 38.1 25.2 15.6 .6r Akron General Medical Center Medical t2.2 13.7 13.2 .57 SummaHealth System Medical t6.r 8.9 11.5 .57 LockheedMartin Corp. Defense 13.8 rt.2 9.6 .56 Children's Hospital Medical Center Medical 8.4 7.8 8.6 .46

Total 373.5 309.5 416.8 18.l47o

(a) Wholesaleconfract. (b) SeeOther Utilities - Heating and Cooling.

The followinetable sets forttr the watersales and number of metersin servicefor the WaterSystem for theyears 1-999 through 2008. Total Salesfor Approximate AverageDaily Sales the Year Number of Year (in million eallons) (in billion eallons) Meters in Service 1999 30.36 11.082 83,2II 2000 26.04 9.530 83,789 2001 28.84 r0.527 82,827 2002 29.90 10.915 82,939 2003 26.67 9.733 83,r34 2004 25.89 9.480 82,955 2005 27.67 10.101 95,398 2006 26.35 9.617 86,992 2007 25.62 9.352 84,037 2008 26.95 9.836 83,76r

Water Rates

Rates and chargesfor the products and servicesof the Water Systemare set by the Director of Public Service. The Director of Public Service, in setting such rates and charges,is bound by the rate covenant in the bond legislation and trust indenturesrelating to the various revenuebond issues(see City Debt and Other Long-Term Obligations - Revenue Bonds and Special Revenue Bonds). The Service Director approveda 67o increasein water rates, effective SeptemberI,2004. This was the first increasein rates since February1, 1997. The current water rateswithin Citv limits are as follows:

-60- Rateper 100Cubic Feet Gross* Net*

Block1 0-9,000cubic feet $2.3s $2.r4 Block2 9,001-1,500,0@cubic feet 2.ll t.92 Block3 1.500.001and over cubic feet 1.11 1.01 Billingcharge(a) OneTime/Quarter 9.69 8.82

* "Net" is theamount if paidwithin the first 20 daysafter billing; "gross" is theamount if paidafter that time. (a) An administrativecharge made once each quarter.

Rates for private fire protection services are based on the size of the service connection or meter as follows:

Sizeof Line ServiceMetered (a Service Unmetered (b) or Meter Net* Gross* Net*

l" $ 18.58 $ 16.89 $ )).) / $ 50.s2 2" 37.18 33.80 rrt.20 101.09 J 46.39 42.t7 148.26 134.78 4" 64.88 58.98 210.00 190.91 6" 92.8r 84.37 308.99 280.90 8" r48.26 r34.78 494.42 449.47 10" 240.99 2r9.08 784.64 713.3r !2" 389.25 353.86 1.291.28 r,t73.89

* "Net" is the amount if paid within the first 20 days after billing; "gross" is the amount if paid after that time. (a) Includes installationswith full flow metersand detectorcheck assemblies. (b) Installationswithout either full flow metersor detectorcheck valvesare billed as an unmeteredservice.

Net ratesonly apply to federal, State,County and City accounts,except when water billed is used exclusively for residential or private businesspurposes. As previously noted, City Council establishesvarious other retail rates for accountsoutside the City. The quarterly charges per fire hydrant applicableto retail usersoutside the City are a grossof $13.75and a net of $12.50.

Billine: Delinquent Water Svstem Bills

Bills are renderedon a monthly basis. Bills indicate a net amount; a user may pay the net amount during the first 20 days after the bill is mailed. After 70 days the Water System initiates a shut-off procedure,and the usermay have to pay up to $40.00to have servicereinstated.

Water accounts are only in the name of the owner of the property. The Water Systemhas the right to discontinuewater serviceto any other property in the servicearea owned by a delinquent custbmer. It is the general policy of the Public Utilities Bureau to collect charges rather than to write them off.

Ohio law provides additional water chargecollection proceduresfor cities, counties and villages. When water chargesare not paid when due, they may be soughteither by court action or by certification to the county auditor for collection as taxes,with partial payments($10 minimum) permitted prior to that certification. Certification may be made only if the chargeshave been_due and unpaid for at least 60 days and the owner of the property has received written notice of the impendlng certification at least 30 daysprior to the certification. After certification,the lien created by certification may be released upon firll payment to the county treasurer of the unpaid water

-6r- charge plus associatedpenalties, if any. The City has begun to utilize these proceduresfor the collection of delinquentwater charges.

Historical Operatine Results

The following table sets forth historical comparativeincome and expendituresfor the Water Systemfor the past five years,as well as debt servicecoverages for thoseyears (reported and computedon a cashbasis) (see Revenue Bonds).

Historical Incomeand Expendituresand Debt ServiceCoverage

2ffi4 2ffi5 2W 2007 2008

Revenues(a) $34,926,853 $34,026,844 $33,801,686 $34,229,7M $33,135,01I

Operating Expenses(a) 2r.715.945 21.615.17r 22.296.594 2t.739.833 22.377.207

Net Revenues $13,210,908 $12,411,673 $l1,s0s,092 $12,489,871 $10,757,8(X

Maximum Annual Debt Service $'7,r72,e4 $ 7,168,417 $ 8,165,612 $ 8,165,612 $ 8,165,612

Debt ServiceCoverage(b) 1.84 1.73 t.4l l.53 1.32

Actual Debt Service(c) $ 1,172,&4 $ 7,066,010 $ 7,615,746 $ 8,143,470 $ 8,156,755

BalanceAvailable for Other Debt Service $ 6,038,264 $ 5,34s,663 $ 3,889,346 $ 4,346,40r $ 2,601,e19

Other Debt Service:(d) OWDA/OPWC Loans 1,6@,934 1,871,'l5l t,949,W 1.292,795 r,551,2n GeneralObligation Bonds 367.831 349.034 268.750 319.968 6r.284 BalanceAvailable $ 4,005,499 $ 3,118,878 $ I,670,696 $ 2.733,338 $ 988,475

(a) As defined in the lndennrre of Mortgage, as supplemented,for the Waterworks System Improvement Revenue Bonds. (b) Net Revenuesdivided by Maximum Annual Debt Service. The lndenture of Mortgage establishesa rate covenantrequiring a debt servicecoverase of at least 1.25. (c) Amount paid to the-Trusteefor debt serviceby the Water Systemin the calendaryear indicatedon the Series 1996 Bonds, Series 1998 Bonds, Series2003 Bonds and Series2006 Bonds,as applicable. Proceedsofbonds are not includedin this table. (d) See City Debt and Other Long-Term Obligatiors.

OTITER UTILITIES

Solid Waste Collection and Disposal Svstem

The City provides residential garbagecollection servicesthrough use of its own employeesand a contract with a private firm. tn 1989, the City initiated a curbside recycling program to recover aluminum, glass, tin and plastic, which was expandedin 1992 to all 64,000 householdsin the City. Newspapersand magazineswere addedto the recycling program in 1995. Solid waste collected by the City's curbside service is delivered to a Waste Managementtransfer station located in the City and then transferred to the American Landfill (a Waste Management facility locatedin nearbyStark County).

-62- The City's Hardy Road Landfill was closed in June 2002. In 2004, Waste Management,the City and the City of CuyahogaFalls enteredinto an agreementto help manage waste from each city and throughout the County in an environmentally efficient manner.

Pursuant to requirementsof Ohio law, the County, the City, and other political subdivisions within the County have establishedthe Summit-Akron Solid Waste Management District that is govemedby the Summit-Akron Solid WasteManagement Authority.

Heatine and Cooline

Akron Thermal, LP continuesto manageand operatethe City's downtown heating and cooling system. Akron Thermal is using a coal fired boiler powerhousedonated to the City by The B.F. Goodrich Company in 1987, with the gas fired boilers at the City's former solid waste burning facility as back-up, to provide energy for heating (steam and hot water) and cooling to customers in the Opportunity Park Renewal Project areaothe University area and downtown, including hospitalsand municipal buildings. The City createda task force of customersto study the operation of the system. Upon its recommendation,the City sought to retain another operator. Akron Thermal then filed for Chapter 11 bankruptcy protection. The federal bankruptcy court has allowed Akron Thermal to extend its lease rntll}}I7. The City has appealedthat decision to the U.S. District Court. While the caseis pending, Akron Thermal will remain as operatorunless the federalbankruptcy court determinesotherwise.

Natural Gast Electricitv

Natural gas is supplied in the City by Dominion East Ohio. FirstEnergy Cgtp. provides electricity in the County and major portions of the State. FirstEnergy Corp., which has headquartersin downtown Akron, is the fifth largest investor-ownedutility in the nation, servicing approximately4.5 million customersin Ohio, Pennsylvaniaand New Jersey. FirstEnergyCorp. is a member of the Central Area Power Coordination Group (CAPCO), which is made up of seven electric utility companiesin north Ohio and west Pennsylvania.

TRANSPORTATION

The City, situatedon lnterstateRoutes 76 and77, is a major trucking centerwith 15 motor freight carriershaving offices or terminals in the City. Yellow RoadwayCorporation (YRC) Worldwide's division headquartersof RoadwayExpress, Inc. and YRC RegionalTransportation are located in the City. An additional 16 motor freight carriershave offices and terminals outside the City in the surroundingareas of Summit, Medina and PortageCounties. InterstateRoutes 71, 80, 271 and277, as well as nine Statehighways, serve the area.

Railroads serving the City and the area include CSX, Wheeling & Lake Erie Railway Co. and Akron-BarbertonCluster Railway (owned by Wheeling & Lake Erie Railway Co.). The City is also servedby Greyhoundand Trailways bus lines.

Three airports, Akron-Canton Regional Airport in the County, Akron-Fulton lntemational Airport in the City and Cleveland Hopkins Intemational Airport in the City of Cleveland,serve the air travel needsof the region. The Akron-Canton Regional Airport underwent a $60 million, five-year capital improvement program launched in 2001. Improvementsinclude runway extensions,an expandedbaggage claim wing, improved entrances,new and improved gate concourses,additional parking, a new food court and free wirelessintemet access.Over 1.5 million passengersused the Akron-Canton Regional Airport in 2008, a 27o increasefrom the prior record set in 2006.

-63 The Akron-Fulton International Airport has experienceda resurgenceof aviation activity and private investment in the past three years. Airspace Place, Ltd. constructed 61 condominium style hangarswith a flighrplanning center. The company constructedan $8 million corporatejet hangar in2ffi2. There are currently t20 planesbased at the airport. According to the Ohio Department of Transportation,the airport generatesover $8.4 million of economic impact annuallyto the local economy.

The METRO Regional Transit Authority, a separatepolitical subdivision,provides public transportationin the City and throughoutthe County. Its operationsare supportedfrom the proceedsof a County-wide increaseof 0.257oin the generalsales tax approvedby voters in 1990. The City transferredownership of an 8.3-acresite on the south part of the downtown to METRO. Construction of a new central transit transfer station was completed in December 2008. (See Industrial Development Program - University Technology Park).

EDUCATION

All educationalsystems and institutions discussedbelow operateindependently of the City government. The City is not involved in the operation or financial matters of any educationalsystem or institution, exceptas noted.

Akron Citv School District

The Akron City School District (the School District) is the principal school system in the City and the largestschool systemin the County. It servesapproximately 24,000 pupils in 58 elementary,middle, junior high and senior high schools. The Board of Education of the School District administers an annual operating budget of approximately $3lOmillion. The School District's firnding is derived from local sources,including primarily property taxes,but also tuition and interest income (407o),from the State(59qo) and from federal programs(I7o). ln November 2006, voters in the School District approvedan additional T.9-mill operatinglevy. The voters also approvedin 1999 a3.56 mill permanentimprovement levy for a continuing period, which produces approximately$5.0 million eachyear.

In 1999, the Stateestablished its $10.2billion Rebuild Ohio Plan to rebuild school buildings statewideusing, in part, money from Ohio's shareof a nationaltobacco lawsuit settlement. The Akron Board of Educationapproved a$774 million constructionplan in N4ay2002, which has been approvedby State officials. The original plan called for 35 rebuilds, 21 renovations,two decommissionsand one new construction. The current plan includes37 rebuilds, five renovationso 15 decommissionsand the constructionof two new buildings that were not part of the original plan. Eleven of the buildings are now completeand being occupiedby studentsand staff. Ten additional buildings are under construction. The remaining buildings are either currently in design or are in future segmentsof the project. The program is divided into five segmentsand is currently in the third segment. Constructionis expectedto end in 2018. The Ohio School Facilities Commission will pay 59Voof the constructioncost ($409 million) and the School District will pay the other4l%o ($284 million). The School District also requires $81 million to fund "local funding initiatives," such as site acquisitions,special funding for additional classroomfacilities to reduce class size, auditoriumsand athleticfacilities, for which the Statewill not sharethe cost.

Under a State statute, a municipal corporation and a school district may jointly construct, equip, operate,maintain and use community centersand may appropriate money therefor. Community centersare facilities that may be usedfor govemmental,civic or educationaloperations or recreational activities. The City and the School District have joined together to create and finance these community centers,'Community Leaming Centers" as named-by the City and the

-64- School District, which will serve both the educationalneeds of the School District as well as the civic, governmental,educational and recreationalneeds of the City. These sharedfacilities also constitute the School District's share of the constructionplan to be funded in part by the State through the Ohio SchoolFacilities Commission.

Rather than funding thesefacilities through a School District voted property tax, the City has increasedits municipal incometax by 0.257oand will use the revenuesgenerated therefrom for the Community Learning Centers. The City Council enacted an ordinance to increasethe income tax for the period 2004 tlrougn 2033. The ordinanceprovided that the revenuescollected would be "paid inlo a separate fund, the Community Learning Center Income Tax Fund, and applied solely for the purposeof acquiring,constructing, renovating, repairing, enlarging, adding to, reConstructing,maintaining, equipping, furnishing, acquiring interestsin real property in connection therewith, improving the sites thereof, and otherwise improving" Community Leaming Centers. Under that ordinance,the City is authorizedto enter into cooperativeageements with the School District to provide for the Community Leaming Centersin the City. In accordancewith Statelaw, the ordinancewas submittedfor approvalby the City's voters at the May 6,2003 election. Passage of the ordinance levying the inCreasedincome tax was approved by 647o of the voters at that election. The City and the School District enteredinto a CooperativeAgreement for Community Leaming Centerson December15, 2003 (the "Cooperative Agreement"), to provide for the joint use andbperation of thesefacilities. The CooperativeAgteement also providesfor the construction of the Community Leaming Centersby the SchoolDistrict with the cooperationof the City.

The City issued$215,000,000 City of Akron Community Learning Centerslncome Tax RevenueBonds (CLC Bonds) to fund the initial phasesof this project in January2004. (See Income Tax Revenue Bonds.) From the annual amount of the permanent improvement levy describedabove, the School District in the CooperativeAgreement has pledged $3.0 million each year to the paymentof the CLC Bonds.

As of JanuaryI,2009,the SchoolDistrict had no outstandingdebt.

The Universitv of Akron

The University, the third largestof Ohio's 13 Stateuniversities, is one of the City's most valuable assets,attracting both industiy and researchand development activities that providg jobs and enhancethe economiclivelihood of the community. It currently has approximately26,000 studentsattending for credit and approximately4,900 peopleparticipating in noncreditprograms i! the City. The University is one of the largest employers in the City with approximately 3,700 full- and part-time employees,plus over 3,500 studentemployees and graduateassistants who work part-time while completing their degrees. Since July 1, 1967, when the City transferredownership of the University to the State,the University has investedover $680 million in building construction within the City. tn less than ten years, 12 new buildings have been addedto the Akron Campus: Polymer Engineering Academic Center, East Campus Parking Deck, Administrative Services Building, College of Arts & SciencesClassroom/Office Building, North Campus tarkigs Deck, StudentUnion, StudentRecreation Center, Athletic Field House and Indoor Varsity Golf Practice Facility, Simmons Hall, Honor's Complex, Gas Turbine Testing Facility and Exchange Street Housing. Completedrenovation projects include: three residencehalls, six parking decks,energy conservationprojects, E.J. ThomasHall, Aubum ScienceTechnology Library addition,Whitby Hall, SchrankHall, trigh Hall, Polsky Building, GuzzettaHall addition, Fir Hill Plaza,Robertson Caf6, and four streetscapesfor College Street, South Union Street, Canoll Street and Wolf Le{ges. Ongoing additions and renovation projects include: signage,lighting, tree planting,Iae Jackson Field improvements,Aubum West Tower rehabilitationand an Outdoor Livrng Room with an opgn- lawn amphitheater,fountains, green spacesand walks that will provide an area for studentsto gather, socialize and study and also ierve as a green "welcome mat" for employeesand visitors to the campus. The University is constructinga $61.6 million football stadiumon its campusas part of the

-65- University's New Landscapefor Learning initiative. The new 30,000 seat stadium, expectedto open in September2W9, intludes: loges,club seating,state-of-the-art scoreboard, press towers_and concession/merchandiseareas. It will also provide academicclassroom and lab spacethat will be used during the balanceof the week in addition to "off game time" activities on the field, such as band eventi and high school and other athletic events. The University has received a $10 million donation from krfoCision and a $5 million donation from Summa Health System towards the University's $30 million fund-raisingcampaign to help finance the project. Plans are under ryay_{or a Polymer ProcessingCenter, a South Ca-mpusparking deck, a multiplex studenthousing facility and the renovationof the recentlypurchased Quaker Square building.

Other Schools

Portions of the City are located in five other public school districts. liSe9 Ad Valorem Property Taxes and Special Assessment - Overlapping Governmental Entities.) Only a very small number of the studentswithin the City are within these other school districts. Thei:e are also 13 private and parochial schools in the City, as well as nine charter schools. Vocational educationis offered 6y the CuyahogaValley Joint Vocational School District and the PortageLakes Joint Vocational School District, Within 50 miles of the City, there_qg 18 private and public collegesand universitieswith an aggregateenrollment of approximately75,000 students.

IIEALTH CARE

The City is served by six acute care hospitals: Akron City Hospital _and Saint Thomas Hospital Medical Center, operating as Summa Health System (963 beds), Akton General Medical eenter, operating as Akrbn General Health System (537 beds), and Children's Hospital Medical Centerof-Akron1253 beds),all of which are in the City; CuyahogaFalls General Hospital (272 beds)in the City of CuyahogaFalls; and The BarbertonCitizens' Hospital (3 11 beds) in the City of Barberton. None of thesehospitals is operatedby the City.

ln 1996, Akron GeneralMedical Center openedits $32 million Health & Wellness Center, bringing together outpatient surgery, diagnostic services, sports medicine, cardio and pulmonary s-ervlces,physical-therapy and rehabilitation and a medically supervised.exercise frogram in one location In recent years, Akron General Medical Center has made significant investments in its cancer, heart and vascular facilities. Akron General's $17 million Heart and Vascular Center opened in late 2006 with state-of-the-artfacilities, including cath labs, cardiac testing and cardiacrehabilitation.

In 1998, Summa Health System completed a $Z2million, 74,000 square-foot Surgical Pavilion at Akron City Hospital. The Pavilion has 16 surgical suites, one of which is dedicatedspecifically to traumapatients. The Pavilion also includesan outpatientfacillty. In L999, Summa Health System opened a health care complex composedof a 22,600-squarefgot primary carelmedicaloffi6e building, a 34,000-squarefoot outpatient health center that includes physical therapy,radiology, laboratoryand other diagnosticservices, and a 35,000-squarefoot fitness center, which was built-and is owned and operatedby the Akron YMCA. 1n2003, Summa Health System completed constructionof a $75 million project that includes a Men's Health Clinic, a Women's Health Clinic and a Trauma Center at Akron City Hospital. Summa Health System constructeda $28 million, free-standingoutpatient cancer center on the Akron Hospital campus. This 60,000 square-footfacility housesphysician and staff offices, a conferencecenter and outpatient cancer services. Constructionwas completedin fall2008.

Children's Hospital Medical Center of Akron is known for its advancedmedical care, including neonatalcare and treatmentof bum victims of all ages. Children's Hospital serves 17 counties in Northeast Ohio. In 1993, Children's Hospital completed construction of a

-66- $75 million expansion that added a 250,000 square foot building, renovated an additional 57,000-squarefbot building, mostly for patient care,and addeda 350-carparking deck. This majol expansion added approximately 75 employees. In 2003, Children's Hospital Medical Center of Akron completed a $45 million investment including a new 200,000 square foot building a1d parking deck, which expands its tertiary care capacity. Currently, Children's Hospital provides lertiary care in neonatal,orthopedic and renal dialysis; this investmentwill add cardiopulmolary treatmentto its services. With this expansion,Children's Hospital has becomeone of the nation's leadingpediatric cardiopulmonaryhospitals.

ln responseto the generaleconomic downtum, Akron GeneralMedical Center laid off 145 employeesin March 2009. In addition, Summa Health Systempostponed construction on its campus until more favorable financing can be obtained, and Akron Children's Hospital postponedbuilding a new parking deck.

RECREATION AND ENTERTAINMENT

Over 4,700 hotel and motel rooms are availablein the City and the surroundingarea of the County; approximately 512 of theserooms are locatedwithin the City (seeCentral Business District Development Program). One daily newspaper,four radio stationslocated in the City and nine television stationslocated in the City and the GreaterCleveland area provide serviceto the area.

Canal Park Stadium is home to the Akron Aeros, a ClassAA minor leaguebaseball team affiliated with the Cleveland tndians. In addition to the professionalbaseball games, the stadium is used by University, amateur and high school teams. (See Central Business District Development Program.)

The City is host to the Akron Racers,one of sevenwomen's professionalfastpitch softball teams around the country that compete in the premier National Professional Fastpitch League(I.IPF). The City pioneeredsupport for professionalwomen's fastpitch softball recognizing the importanceof access1o professionalsports careersfor women and young girls. In 2005, the Akron Racerscaptured the National NPF Championship.

The City is host to the annual LeBron James Shooting Stars Classic, a basketball tournamenthighlighting the best boys' teams from all over the country ages10 to 17. More than 465 teams compete in the toumament in gymnasiums throughout the Akron area and on The University of Akron's campus. Nearly 200 NCAA Division I, II & III collegesand trniversitiesare representedby coachesand scouts. This event, a partnershipbetween the City, the NortheastOhio BasketballAssociation and kBron Jamesof the ClevelandCavaliers, elevates the City's statusin the national sports arena.

The E.J. Thomas Center for Performing Arts is located on the campus of The University of Akron. This modem building seatsup to 3,000 people. Becauseof its movable acousticalceiling, it can adapt to the needs of various performancesand audiences. The Center serves as the home for the Akron Symphony Orchestraand the resident ballet company of The University of Akron, and is usedfor a variety of musical and theatricalproductions.

Blossom Music Center, located in the northern part of the County, is the sufitmer home of the internationallyrenowned Cleveland Orchestra and hosts a variety of musical programs throughout the summer. The outdoor pavilion seats approximately 5,000 and the lawn accommodatesan additional 15,000. Locatednear the intersectionof major expressways,it attracts audiencesfrom a 60-mile radius.

Community theaterswithin the City include WeathervaneCommunity Playhouse, GoodyearCommunity Theatre,Coach HouseTheatre, Akron Children's Theatreand The Bang and

-67 - The Clatter Theaterin downtown Akron. The University regularly stagesplays and musicals. The o'Theme Akron Civic Theatre is one of the few surviving Theaters" in the country. It is used for unique movies, stage and musical productions (see Central Business District Development Program - Other CBD Developments).

The Akron Art Museum is one of a few in the country specializingin American art of the lgth and 20th centuries. The Museum presentsworks by nationally prominent artists, in addition to its permanentcollection, and offers concertsand lectures. The Museum has undergonea major renovation and expansion(see Central Business District Development Program - Akron Art Museum).

A number of facilities of historic significance are located in the City, including Hower House,a restoredHigh Victorian mansionbuilt in 1871 on the campusof The University of Akron, and Stan Hywet Hall, a 65-room manor house fumished with antiquesand works of art dating from the 14th century and consideredthe finest example of Tudor Revival architecture in the United States. Hale Farm and Village in nearbyBath Township is a working farm and commlnity recreated from the early 19th century and features a homestead,restored buildings and live demonstrationsof early American crafts. The history of the rubber industry, from Charles Goodyear's home laboratory through the growth of a major corporation, is displayed in the Goodyear World of Rubber Museum. The Summit County Historical Society has restored the Simon Perkins Mansion constructedin 1830 by the City's founder and the John Brown Home, residenceof the famous abolitionist. A $1 million renovation of the historic Mustill House and Store located along the Ohio & Erie Canal near downtown Akton, sponsoredby the ,along with the City and Metro Parks' Cascadel.ocks Park Association,has been completed.

The City is the home of the national finals for the SoapboxDerby races,which have been held annually in the City since 1935, except during the war years 1942 through 1945. Improvementstotaling $1.2 million, including reconstructingthe grandstandsand resurfacingthe track, were completedin 1999.

The City operates-owned over 135 parks covering over 2,100 acres. The Akron Zoo sits on 52 acres, 30 of which are by the City. The 7no rs a nonprofit organization that is supported by a countywide property tax. The seven-year,O.8-mill levy generates$8.1 million annuallyfor the Zno. In the past ieven yea$, numerous improvements have been made to the Zoo including a new entrance;adtlitional parking; BarnhardtFamily Welcome Centerwith visitor amenitiesand gift shop; Komodo Kingdom Education Center with indoor/outdoor dining and cafe, classrooms and animal exhibits. Thirty-six new animal exhibits have been built in themed spacessuch as Legendsof the Wild, Lehner Family Zoo Garden, Penguin Point and Wild Prairie. The latest project, Jellies: Rhyth- in the Blue openedin 2008 and featuresseven species ofjellyfish in 10 tanks,making it the largestjellyfish exhibit in the State. Tlte Zoo caresfor more than 700 animals from around the world such as tigers, lions, snow leopards,jaguars, penguins,flamingos, Komodo dragons,bats, lemurs, bears and red pandas. With the additionsto the 7,oo, attendancehas increasedevery year for the past six years. Attendanceincreased 257o fuom 2007 to 2008, with over 328,000 visitors enjoyinga visit to the Zooin 2008.

More than 40 private and public golf coursesare located within the City and the surrounding area of the County. To provide recreational opportunities for children through the First Tee of Akron program,the City completedconstruction of a new nine-holegolf courseon 85 acres within the City. The World Golf Championship-BridgestoneInvitational was held at the Firestone Country Club in August 2008 and will be held thereagain in 2009.

The PortageLakes chain located in nearby Coventry and Franklin Townships, with 75 miles of shoreline,is availablefor swimming, fishing and boating. The Akron Metropolitan Park District (Metro Parks), a separatepolitical subdivision substantiallycoterminous with the County,

-68- operatesa park system of over 6,600 acresin the County and in neighboring Medina County. kt 2008, the City hosted the seventhannual world-class Road Runner Akron Marathon with almost 10,000runners participating. Road RunnerHigh SpeedOnline is the main sponsorfor this event.

The CuyahogaValley National Park, a national park of approximately33,000 acres, is locatedprimarily in the County adjacentto the City's north boundary. The National Park Service has estimated that approximately 8.5 million people annually use this national park and the numerous,nonfederal facilities within its boundariesfor recreationalactivities. This recreationarea preservesrural, natural land and open spacealong 22 m\les of the CuyahogaRiver. In 1994,the $4 million CuyahogaValley EnvironmentalEducation Center was completedand openedto the public. In addition, the Park received approximately$9 million in federal funds for various construction projectsin in1994 1994 and 1995. Lrtn 11996, the $1.1 million Boston InterpretiveCenter was opened. The Park's Towpath along the Ohio & Erieie Canal is part of the 87-mile Ohio & Erie National Heritage Conidor designatedby Congressin 1996. Previously,the City completeda 6.6-mileextension of the Towpathihroueh gh northwest Akron. The balanceof the Towpath's extension through lhethe CityC,ity was completedin 2008 with the Towpath Bridge dedicationon August 22,2008. The City has also purchaseda site adjacentto L,ock 1 in downtown Akron to be redevelopedas a visitors centerfor the Ohio & Erie National Heritase Corridor.

FINANCIAL MATTERS

INTRODUCTION

The City's fiscal year correspondswith the calendaryear. The main sourcesof City revenue are property taxes, income taxeS, certain nontax revenues and State distributions as describedherein.

The responsibilitiesfor the major financial functions of the City are divided among the Mayor, the Directoi of Financeand the Council. The Director of Financeis the City's fiscal and- chief aCcountingofficer. That officer's dutiesinclude: to keep the books and accuratestatements of all money receivedand expendedand of all taxes and specialassessments; at the end of eachfiscal year, or more often if requestedby the Mayor, to examine all accounts of City officers and departments; and not to allow the amount set aside for any appropriation to be overdrawn, or the amount appropriated for any one item of expense to be drawn upon for any other pu{pose, or a voucherto be paid unlesssufficient funds areln the City treasuryto the credit of the fund on which the voucher is drawn. The Director of Financeis responsiblefor receiving,maintaining custody of and disbursing all City funds. Other important financial functions include: general financial recommendationsand planning by the Mayor; budgetpreparation by the Mayor with the assistance of the Director of Finance;and approvalof all budgetingand appropriationsby the Council.

In 2002, the electors of the County voted to eliminate the positions of County Auditor and County Treasurerand combine their duties into a single position. The duties formerly performed by the Countyy Auditor and County Treasurer are now performed by the County Fiscal Officer.Otticer. For property taxation purposes,assessment of real property isls made by theme CountyUountyl'$cal Fiscal Officer subiedtsubjeCtto supervisionbvby the StateTax Commissioner,and assessmentof public utility and tangible personal property is made by the State Tax Commissioner. Property taxes and special assessmentsare billed and collectedbv the Countv Fiscal Officer.

-69- BT]DGETING, TAX LEVY AND APPROPRIATIONS PROCEDURES

Detailed provisionsfor City budgeting,tax levies and appropriationsare made in the Revised Code and the City Charter. The proceduresinvolve review by County officials at several steps.

City budgeting for a fiscal year formally begins with the preparation and the adoptionof a tax budgetfor the fiscal year. For debt service,the tax budgetmust show the amounts required, the estimatedreceipts from sourcesother than ad valorem property taxes,the net amount for which a property tax levy must be made, and the portions of that levy to be inside and outside the Charter tax rate limitation. The tax budget then is presentedfor review by the County Budget Commissioncomprised of the County Fiscal Officer and the County ProsecutingAttomey.

As part of that review, the County Budget Commission determinesand approves levies for debt serviceoutside and inside the Chartertax rate limitation. The RevisedCode provides that "if any debt chargeis omitted from the budget,the commissionshall include it therein."

After its approval of the tax budget, the County Budget Commission certifies its action to the City togetherwith the estimateby the County Fiscal Officer of the tax ratesoutside and inside the Charter tax rate limitation. Thereafter, and before the end of the then calendar year, the Council approvesthe tax levies and certifies them to the proper County officials. The approvedand certified tax ratesare then reflected in the tax bills sentto property owners. Real propertytaxes are billed in two installments,the first usually in or beforeJanuary and the secondin July.

The City's Departmentof Financeis responsiblefor appropriationpreparation. Each of the City's operating departments submits an appropriation request supported by detailed explanationsof need by early October. The Department of Finance adjusts these requestsin accordancewith projected resourcesand then reviews the adjusted requests with each of the departmentsand the Mayor to determine final funding priorities. This process is completed by mid-November and the appropriationdocument is then finalized and submittedto City Council in early December. The Council reviews the appropriationrequest as submitted by the Mayor and adoptsa permanentappropriation. A temporaryappropriation is passedby December31 if Council decidesto continueappropriation review into the new year. At the conclusionof the appropriation review, Council adopts a permanentappropriation. This appropriationprovides funding for the calendar year cofirmencing January 1 and includes both operating and capital expenditures. State law requiresthe adoptionof the appropriationmeasure by April 1. The appropriationordinance for calendaryear 2008 was enactedby the Council on March 17,2008. The appropriationordinance for calendaryear 2009 was enactedon March 9,2009. Annual appropriationsmay not exceedthe County Budget Commission's official estimateof resources,and the County Fiscal Officer must certify that the City's appropriationmeasures do not appropriatemoney in excessof the amountsset forth in thoseestimates.

The Department of Finance continues to monitor and adjust the appropriations throughout the year. At the request of an operating department, the Director of Finance may transferfunds within certaincategories of expenditures,but may not changethe total amount of the appropriationsfor eachindividual fund. The Departmentof Financealso regularly comparesactual receiptsto projectedreceipts and reducesthe rate of expenditure,if such action is necessary. City Council must authorize by ordinance any increase in appropriations. The Department reports quarterlyto Council a comparisonof actualand projectedreceipts and expenditures.

-70- FINANCIAL REPORTS AND EXAMINATIONS OF ACCOT]NTS

The City maintains its accounts, appropriations and other fiscal records in accordancewith the proceduresestablished and prescribedby the Auditor of State (the Auditor). The Auditor is chargedby law with the responsibility of inspectingand supervisingthe accounts and recordsof eachtaxing subdivisionand most public agenciesand institutions.

City receiptsand expendituresare compiled on a cashbasis, pursuant to accounting procedures prescribed by the Auditor, which are generally applicable to all Ohio political subdivisions. The recordsof thesecash receiptsand expendituresare convertedannually for audit purposesto a modified accrual and accrual basis of accounting. These accounting procedures conform to generally accepted accounting principles as recofilmended by the Govemmental Accounting StandardsBoard. Those recommendations,among other things, provide for a basic set of financial statements, which include a government-wide statement of net assets and a govemment-wide statementof activities on a full accrual basis. In addition, the basic financial statementsalso include a balancesheet and statementof revenues,expenditures and changesin fund balanceson a modified accrualbasis of accountingfor the generalfund, eachmajor specialrevenue, debt service (bond retirement) and capital project fund (refened to as govemmental frmds) and all other govemmental funds; a statementof net assets,a statementof revenues,expenses and changes in net assets,and a statementof cash flows on a full accrual basis of accountingfor all major enterprise funds, other enterprise funds and intemal service funds (referred to as proprietary funds); and a statementof net assetsand a statementof changesin net assetsfor the City's fiduciary funds on a full accrualbasis.

The City's Audit and Budget Division within the Department of Finance is responsiblefor finalization of City accrual financial statements,monitoring and improvement of intemal controls for accounting,cash management and other fiscal activities and specialreviews of the City's accountingsystem.

Beginning with the audit of 1981 and continuing through the audit of 2ffiL the Auditor authorized the City to contract with an independentpublic accounting firm for an audit of the City's finances. The audit of the City's general-purposefinancial statementsfor each of the years 2003 through 2007 was performed by the Auditor, the most recent of which was completed through December31,2007. The City formally receivedthe report of that audit on July 18, 2008. Copies of the full 2007 ComprehensiveAnnual Financial Report (CAFR) are availableand may be obtained by writing to the Director of Finance at the address set forth in the Introductory Statement. The 2008 audit is underway,with completionexpected in June2009.

The City has issueda CAFR for eachof the calendaryears 1983 through 2N7. The City's CAFR for the years 1984 through 2007, were awardedthe Certificate of Achievement for Excellence in Financial Reporting by the GovernmentFinance Officers Associationof the United Statesand Canada(GFOA). As explained by the GFOA, the Certificate of Achievement is the highest form of recognition for excellencein state and local govemfirentfinancial reporting. kI order to be awardeda Certificate of Achievement, a govemment must publish an easily readable and efficiently organized comprehensiveannual financial report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. The City has also received the GFOA DistinguishedBudget PresentationAward for the years1985 through 2008.

See Appendix A for a comparative summary of general fund receipts and expenditures for the last five fiscal years and budgeted for 2009. Appendix B sets forth receipts and expendituresfor all funds for 2004 to 2008.

-71 CASH BALAI\CES AND INVESTMENTS

Listed below are the year-endcash balances and investmentsfor 20M to 2008:

As of December3l 2004 2A05 20il,6 2m7 2008

GeneralFund: Cash...... $90,189$40,527$56,824 $ s7,063 $ 946,619 Investments 4,156,257 5,637,888 6,017,862 6,297.206 5,6t6.525 DebtService Funds: Cash...... 87,883 34,957 60,652 53,444 1,035,703 Investments 4,634,675 4,863,036 6,423,241 5,897,761 6,144,694 EnterpriseFunds: Cash...... 189,876 72,086 118,746 94,'720 333,924 Investments 10,013,436 10,028,253 12.575,540 10,452,823 1,981,131 All OtherFunds: Cash...... 2U,108 89,366 141,994 178,291 1,043,094 Investments 10.922.153 12.432.037 15.037.624 19.675.272 6.188.542

TotalCash and Investments...... , $30,901,577 $33,19S,150 $40,432,483 $42,323,062 $23,2W,292

lnvestments of City funds are governed by the Uniform Depository Law (Chapter135 of the Revised Code) applicable to all subdivisions and by the Charter and Sections37.30 through 37.42 of the Code of Ordinances, enacted December15, 1986 (the Investment Policy Ordinance). Section37.38 of the Investment Policy Ordinance sets forth the City's investmentobjectives as follows.

"The achievementof good fiscal managementfor the City requireseffective cash management of public money and, in turn, effective bank management practices with respect to the investment and deposit of this public money. The following investmentand deposit objectives shall be applied in the managementof public money:

(A)The primary objective of the City's investment activities is the preservationof capital and the protectionof investmentprincipal.

(B) The City's investmentsshall remain sufficiently liquid to enablethe City to meet operating requirementsthat might reasonablybe anticipated.

(C) Those responsiblefor investing public money shall strive to maximize the return on the investmentsbut shall avoid assuminq unreasonableinvestment risks.

(D)The City's investmentsshall be diversified to avoid the assumptionof unreasonableand avoidable risks associatedwith specific types of securities or individual financial institutions. To the extent practicable, of the public money allocatedto the generaldepository account, it is intendedthat no more than 507owill be investedin repurchaseagreements, no more than 50Vowill be investedwith any one eligible institution, and no more rhan 20Vo will be invested with any one maturity date.

(E) lnvestmentsshall be made with the exerciseof that degreeof judgment and care,under circumstancesthen prevailing, which personsof prudence,discretion,

-72- and intelligenceexercise in the managementof their own affairs, not for speculation but for investment,considering the probable safety of their capital as well as the probableincome to be derived.

(F) Price and rate quotationsfor all eligible investmentsmay be obtained from eligible institutions within or outsideof the City or the State. However, in the case of- the sale or purchase of eligible investments where all other factors consideredby the InvestmentOfficer are equal, placementshall be made with the eligible institution situatedwithin the City. The right is reservedto reject all bids or proposalsor any bid if such is inconsistentwith the City's investmentobjectives."

The Director of Financeis responsiblefor the City's investments. The Treasurerof the City, as the designeeof the Director of Finance,is chargedwith the day-to-dayresponsibililV of carrying out the investmentobjectives and practicesof the City. Under recentand current practices, investments are made in direct obligations of the United States,obligations guaranteedby the United States(including obligations of certain federal agencies),certificates of deposit,repurchase agreements(with the underlying securitiesheld on the City's behalf by third-party instinrtionsor in the customer safekeeping accbunt of the Federal Reserve account of the City's depository institutions), and certain of the City's own bonds and notes, including the bond anticipation notes issuedin anticipation of the levy and collection of special assessments(see Special Assessments and Bond Anticipation Notes).

The City from time to time also invests in STAR Ohio (State Trgasgry_Asset Reserve),which is an investmentpool managedby the Ohio Treasurerof State. STAR Ohio is similar in concept to a registeredinvestmeni company issuing redeemablesecurities, commonly called a "money-market mutual fund." A treasurei,governing board or investmentauthority of a subdivisionmay depositpublic money of the subdivisionwith the Treasurerof State. Subdivisionis defined in Seciion 135.5(EX2) of the Ohio Revised Code as any county, municipal corporation, school district, township, municipal or school district sinking fund, special taxing or asses-sment district and other districf or local authority electing or appointinga treasurer.The Treasurerof State will invest the public money deposited in STAR Ohio in the same types of instruments as are provided for the investment of interim money of the State. STAR Ohio seeksto obtain as high a ievel of current income as is consistentwith prudent investmentmanagement, the preservationof capital and maintenanceof liquidity. STAR-Ohio has been awarded Standard& Poor's highest ratlng, STAR Ohio is the only money market mutual fund in which the City may invest.

The City doesnot invest in any securitiesthat would be characterizedas derivatives or in reverse repurchase agreements and purchases all investments with the intent to hold to maturity. the weighted aveiagematurity of the portfolio other than the City's own bonds and notes is one day. The weighted aveiagematurity of the entire portfolio is 589 days. The following table presentsa sunmary of the City's investmentportfolio as of December3 1, 2008. Investments 7o of Portfolio

StateInvestment Pool (STAR Ohio) $ 6,755,000 33.897o RepurchaseAgreements 3,205,000 16.08 Certificatesof Deposit -0- 0.00 U.S. TreasurySecurities -0- 0.00 FederalAgency Securities -0- 0.00 City bonds and notesla; 9.970.892 50.03 Totalrur $19,930,892 100.00Vo

(a) SeeBond Anticipation Notes. (b) Does not include cash($3,359,400); see prior table.

-73- FINANCIAL OUTLOOK

The City has been successfulin managing costs in recent years by gaining new efficiencies with the aisistanceof its employee groups. Becauseof how the City has sized its workforce over the last decade,it has been the only large city in Ohio that has not had to lay off employeesdue to financial reasons.

The City, however, remains subjectto the cunent global economicconditions. The City has assistedand, in fact, investedin efforts to successfullydiversify the economicbase and to incieasethe employrnentbase within the City and region. But the private sector is subject to the fiscal crisis as *ell. The City expectsthat (a) reductionsin the private sector workforce have and will lead to a decreasein municipal income tax collections,(b) the decline in the market will reduce investmenteamings and (c) the ieduction in property values will result in a decline in property tax receipts. The City's income tax collections in the first five months of 2009 have been_negatively impacted. Through the end of May 2009, collectionswere down approximately6.47o, following a I.57o decreasefor 2008.

The general fund is the largest operating fund of the City. The revenue in the fund grew from $I54,34i,416 to $157,294,743(an increaseof 1.97o)in 2008. The increasewas due to gtoo"th in the inheritancetax receipt from $2,886,32I to $5,330,376. Expensesin the generalfund were I.97o higher than in 2007 ($157,058,779compared to $154,076,902). The increaseswere relatedto wagesand benefits that increasedfrom $114.8million to $117.0million.

The City believesthat the financial outlook will continueto be challengingand that it will continueto reviseexpenditures and take other actionsas necessily to meet this trend.

[Remainingportion of this pageintentionally left blank.]

-74- AD VALOREM PROPERTY TAXES AND SPECIAL ASSBSSMENTS

ASSESSEDVALUATION

The following tableshows the recentassessed valuations of propertysubject to ad valoremtaxes levied by theeity, andthe estimated total actual valuations (in thousands).

Tax AssessedValuation (000) Estimated Collection Tangible Public Total Actual Year BcaIa) Personal@Xc) Utilitv(cXd) Total Valuation (000)

2000...... $2,325,080(e) $405,265 $165,731 $2,896,076 $8,452,474 2001...... 2,339,587 403,911 153,005 2,896,503 8,474,048 2002...... 2,368,852 438,484 121,659(e) 2,928,995 8,660,334 2003...... 2,744,340(f) 391,104 126,061 3,261,505 9,548,639 20M...... 2,726,337 323,378 t25,675 3,175,390 9,225,858 2005...... 2,752,404 321,451 127,741 3,201,596 9,294,977 2006...... 3,005,544(e) 234,r82 r15,393 3,355,119 9,655,123 2007...... 3,007,188 160,594 r12,378 3,280,160 9,362,047 2008...... 2,992,093 99,393(h) 77,877(h) 3,169,363 9,034,905 2009...... 2,921,3421i 13,607(h) 82,703(h) 3.01,7.652 8,495,101

(a) Otherthan real property of railroads.The realpropeffy of publicutilities, other than railroads, is assessedby theCounty Fiscal Officer. Realp:rop^erty of railroadsis assessed,'tolethi:rwith tangiblepersonal property of all publicutilities, by the StateTax Commissioner. (b) Other than public utility. (c) The State1i; has reducedthe valuation of tangible personalproperty of generalbusinesses and railroads in incrementsbeginning in 2006 to zero in 2009 and (ii) is reducing the valuation bf tangiUtepersonal property of telephoneand telecommunications companiesin incrementsbeginiring in}ffi1 to zero in 20ll; see the discussionofthose reductions and related State makeup paymentsbelow. (d) Tairgible personalproperty of all public utilities and real propertyof railroads;see footnotes (a) and (c). (e) Reflects triennial adjustment. (0 Reflects sexennialreappraisal. (g) Reflects effect of Staie legislation that, beginning with collection yeu2D2, reduced the assessedvaluation of electric utility production equipment frori 1007oto 25Voof true value and of naturai gas utility property from 887oto 25Vaof true value. (h) ileflects, in p'art,the reclassificationof tangible personalproperty of telephoneand telecommunicationscompanies from Public Utility to Tangible Personal.

Source: County Fiscal Officer.

Taxes collected on "Real" in a calendaryear are levied in the precedingcalendar year on assessedvalues as of January1 of that preceding year. Taxes collected on "Tangible Personal"in a calendaryear are levied in the samecalendar year on assessedvalues during and at the close of the taxpayer's most recent fiscal year that ended on or before December3l of the precedingcalendar y-ear, and at the tax ratesdetermined in the precedingyear. "Public Utility" (real and tangible personal)taxes collected in a calendaryear are levied in the precedingcalendar year on assessedvalues determined as of December31 of the secondyear precedingthe tax collection year.

75- Based on County Fiscal Officer records of assessedvaluations for the 2009 tax collection year (2008 for tangible personal),the ten largestCity ad valorem property tax payersare set forth in the followins table.

Total Voof Name of Nature Assessed Total Taxpaver of Business Valuation Assessed (000) FirstEnergyCorp. Utility $74,137 2.45Va AircraftBraking Systems Corp. Industrial 13,747 0.46 Children'sHospital Medical Center Medical 12,530 0.41 AmericanTransmissions Utility 11,963 0.39 sBC Utility 8,854 0.29 DominionEast Ohio Utility 8,554 0.28 Bridgestone/Firestone Industrial 6,759 0.22 Akron CentrePlaza Limited Builder/Dev. 6,122 0.20 PlazaChapel Hill Co. BuilderlDev. 5,757 0.19 Busson,Bemard D. BuilderlDev. 5,280 0.18

Pursuantto statutory requirementsfor sexennialreappraisals, in 2008 the County Fiscal Officer adjusted the true vaiue of taxable real property to reflect then current fair market values. Theseadjustments will first be reflectedin the 2008 duplicate(collection year ZQO!)3nd in the ad valorem taxes distributed to the City in 2009 and thereafter. The County Fiscal Officer_is requiredto adjust(but without individual appraisalof propertiesexcept in the sexennialreappraisal), and has adjusted,taxable real propertyvalue triennially to reflect true values.

The "assessedvaluation" of real property is fixed at 357o of true value and is determinedpursuant to rules of the State Tax Commissioner. An exception is that real property devoted exclusivelv to asricultural use is to be assessedat not more than 357o of its current agricultural use value. RJal property devotedexclusively to forestry or timber growing is taxed at 50Vaof. the local tax rate upon its assessedvalue.

The taxation of all tangible personalproperty used in generalbusinesses (excluding certain public utility tangible personalproperty) has been phasedout over four years,from tax year 2006 to tax year 2009. Previously, machinery and equipment and furniture and fixtures were generallytaxed at 257oof true value, and inventbry was iaxed at 237o. The taxation of all tangible personai property used by telephone,telegraph or interexchangetelecommunications _companies ("telecommuhicationsproperty') is also being phasedout over tax years 2007 to 2011. Previously, telecommunicationspioperty was taxed at t5% or 467o of true value (depending_on tlre type of equipment and when it was placed into service). The percentagesof true value of such property taxedhave been, and arebeing, reducedto thoseset forth in the following table:

GeneralBusiness Telecommunications Tax Year Property Property 2006 l8.75%o (a) 2007 12.50 20.00Vo 2008 6.25 15.00 2009 0.00 10.00 2010 0.00 5.00 20tl 0.00 0.00

(a) 25Voor 46Vo;see discussion above.

-76- Certain tangible personal property not previously used in businessin Ohio is not subject to tangible personalproperty taxation. phased To compensate^commencedfor decreased revenue as the tangiblepgrgglaf progertYtax is out, the State in 2006 making distributions to taxing subdivisions(9uch 39 tttg C1t9 from revenue generatedby a newly enactedcommercial activity tax (the "CAT"). The. CAT is levied annually"onall personsor entitiesdoing businessin the Statewith taxablegross receiptt f:qp their businessactivitiei greaterthan $150,006. Generally,these distributions are expectedto fully compensatetaxing subdivisionsfor such tax revenuelosies from theplaseout-of tangible personal prop-ertytax on generalbusiness tangible personalproperty through 2010, with gradual reductions in tire ieimburse-mentamount from 2011 ihrough 2011, and for such tax revenuelosses from the phaseoutof tangible personal property tax on telecommunicatiols-plope{f.$ougtt 2011, with lradual reductiois in fhe reimbursernentamount from2012 tfnorlgh 2p18. Reimbursementsfor tax lossesrelating to levies for voted debt service(cunently, not applicablet9 the City) aregenerally to continueat l50qo until the debt is retired, subjectto aVz-mlllthreshold adjustment (for all fixed._9um^ levies). That adjustment basically requires real property taxpayers to absorb up tq Vz mill of increasedpropert! taxes(in order to continueto generatea fixed dollar amount)due to thephaseout of tangibldpersorial property taxes. The Stateis to provide any necessaryreimbursement above that amouit. The State'sreimbursement payment to the City for the prior Fiscal Year was $2,263,871.

Litigation has been pending since 2006 challenging the permissibility 9.f }!" inclusion in the CRt tax baseof food salesfor off-premisesconsumption, and litigation wasfiled in March 2008 challenging the application of the CAT to motor fuels. On September2, 2008, m appealscourt held tfr.atthe CAf may not be applied to the wholesale and retail sale of food for hirinan consumption off premises. ihe Ohio Supreme Court on February 9,2009 acceptedthe State'sappeal ^Whenof ttrat court of appeals'decision, which has been stayedpending $e outcomeof that appeal. fully phased in, the CAT is projected by the State to ppducg appr.oximately $i,OSO,OOO,000annualiy with $188,000,000of that annual amount derived from its application to thosefood salesand $1j9,100,000 of that amountattributable to its applicationto motor fuels.

Public utility tangible personalproperty (with someexceptions) is _cunentlyassessed (dependingon the type of lroperty; fuom 25Vi to 88% of true value. Effective for-collectigl- yeq 2002, theissessed viluation oT electric utility production equipmentwas reducedfrom I00Vo and natural gas utility property from 887oof true value,both to 25Voof true value; makeup-payments.m varying-anddeciiriing ambuntsare to be madethrough 2016 to taxing subdivisionssuch as the City by the Statefrom Stateresources.

Commencing in tax year2O06,the assessmentrate for electric utility-transmjssion and distribution equipmentwas reducedfrom 887oto 857o,and the assessmentrate for all electric companytaxable p:rolrerty was reducedfrom 25Voto 247o, commencingin tax yeat 2006. Taxation of ajl personal iroierty used by telephone companies, telegraph companies or interchange telecommunicationscompanies is alsobeing phasedout by tax year 2OII, with Statereimbursement paymentsto be made in declining amountsthrough 2018.

The first $10,000of taxablevalue of tangiblepersonal property has historically been exemptedfrom taxation; reimbursementof resulting reducedlocal collectionshas been made in the past from State sources. This reimbursementis being phased out such that no reimbursement paymentsare to be madeafter the State'sfiscal year 2409.

The GeneralAssembly has from time to time exercisedits power to revise the laws applicableto the determinationof ass-essedvaluation of taxableproperty and the amount of receipts to be produced by ad valorem taxes levied on that property, and may continue to make similar rev$lons. Ohio law grantstax creditsto offset increasesin taxesresulting from increasesin the true value of real property. Legislation classifies real property as between residential and agricultural property anA al othei real property, and provides for tax reduction factors to be sdparatelycompluted for and applied to eactrclais. These tax credits apply 9{y to certain voted levies on real property, and db^not apply-charges to unvoted tax levies, or to voted lwies to provide a specified dollai amount or to pay debt on general obligation debt. These credits are discussedfurther following Tax Table A under Tax Rates.

OVERLAPPING GOVERNMENTAL ENTITIES

The major political subdivisionsor other governmentalentities that overlap all or a portion of the tenitory of-the City are listed below. The "(Vo)" figure is that percentageof the assessedvaluation of the entitv that is locatedwithin the Citv.

1. ttt" Coun y (functions allocated to counties by Ohio law, such as elections,health and human servicesand a portion of the judicial system). (25.3IVo)

2. A portion (99.747o)of the Akron City School District, which includes 90.687oof the tenitory within the City (K-12 educationalresponsibilities). P_ortions of other school districts are also included in the City as follows: the Copley- Fairlawn City School District (3.677o),which includes0.937o of the territory_*ithq the City, andthe RevereLocal School District (3.4Vo\,the Springfield l,ocal School Districi (1I.797o),Woodridge Local School District (3L39Vo) and th9 Coventry Local School District (9.79E4, which togetherinclude 8.397oof the territory within the City. (SeeThe City - Education.)

3. METRO RegionalTransit Authority (public masstransit). (25.3I7o)

4. Akron MetropolitanPark District (park and recreationareas). (26.70Vo)

5. Cuyahoga Valley Joint vocational School District (.497o) and Po:tage Lakes Joint Vocational SchoolDistrict (4.907o\(vocational education programs).

6. Akron-Bath-CopleyJoint Hospital District. (15.907o)

7. Summit County Library District (public library facilities). (37.09Vo)

8. Muskingum WatershedConservancy District. (8.23Vo)

Each of these entities operatesindependently, with its own separatebudget, laxing power and sourcesof revenue. Only thoseentities fisted as 1 thrgugh{ abovemay levy ad valorem froperty taxeswithin the ten-mill limitation describedunder Indirect Debt and Unvoted Property Tax Limitations.

TAX RATES

All referencesto tax rates under this caption are in tems of stated rates in mills per $1.00of assessedvaluation.

The Charter provides that the maximum total tax rate that may be levied without a vote of the electorsfor all purposesis 10.5-mil1s.See Indirect Debt and Unvoted Property Tax Limitations.

-78- The following are the rates for recent years at which the City and the overlapping taxing subdivisions(within the Akron City School District) levied ad valorem propertytaxes.

Tax Table A: OverlappingTax Rates

Akron Akron Collection City School Metropolitan Year S!!y District Countv Park District Total 2000 9.04 54.86 12.81 .85 77.56 200r 9.04 54.86 13.61 .85 78.36 2002 9.09 63.76 13.57 .85 87.27 2003 9.09 63.76 13.81 .85 87.51 2004 9.09 63.76 13.00 .85 86.70 2005 10.30 63.76 14.36 .85 89.27 2006 10.30 63.76 t4.26 .85 89.17 2007 10.30 71.66 15.T4 1.46 98.56 2008 10.30 7r.66 t4.87 1.46 98.29 2009 10.30 7t.66 14.78 t.46 98.20

Source:County Fiscal Officer.

Statutoryprocedures limit, by the applicationof tax credits,the amount realizedby each taxing subdivision from real property taxation to the amount realized from those taxes in the precedingvear o"T. llus proceeds of any new taxes (other than renewals) approved by the electors, calculated to produce an amount equal to the amount that would have been rcaltzed if those taxes had been levied in the preceding year, and

amountsrealized from new and existing taxes on the assessedvaluation of real property addedto the tax duplicate since the precedingyear.

As noted above, all of the City's property tax levies, as Charter tax rates and taxes for debt servicecharges, are exempt from thesetax credit provisions. The tax credit provisions do not apply to amounts realized from taxes levied at a rate required to produce a specified amount, such as for debt servicecharges, or from taxeslevied inside the ten-mill limitation or any applicable charter tax rate limitation. To calculate the limited amount to be realized, a reduction factor is applied to the statedrates of the tax levies subjectto thesetax credits. A resulting "effective tax rate" reflects the aggregateof those reductions,and is the rate basedon which real property taxes are in fact collected. As an example,the total overlappingtax rate for the 2009 tax collection year of 98.20 mills within the City (in the portion overlappingthe Akron City SchoolDistrict) is reduced by reduction factors of 0.320808 for residentiaVagriculturalproperty and 0.240173 for all other property, which results in "effective tax rates" of 66.696689mills for residential and agricultural property and74.6I5022 mills for all other property. SeeTax Table A.

Real property tax amounts are generally further reduced by an additronal IIVo (12.57o in the case of owner-occupied residential property). The State biennial budget bill eliminates the l0%o"rollback" for certain commercialand industrial real property (while it remains for all other real property), effective for the 2005 tax year and thereafter. See Collections for a discussionof reimbursementbv the Statefor this reduction.

-79- The following are the rates at which the City levied property taxes for the general categoriesof purposesin recentyears both outsideand inside the Chartertax rate limitation:

Tax Table B: Citv Tax Rates Ra Voted(a): Collection Pol Debt Debt Total Year Operatins Pension Pension Retirement Retirement Tax Rate

2000 8.15 .30 .30 .t6 .13 9.04 2001 8.15 .30 .30 .16 9.04 2002 8.15 .30 .30 .21 9.09 2003 8.r5 .30 .30 .2r 9.09 2004 8.15 .30 .30 .23 9.09 2005 9.15 .30 .30 .44 10.30 2006 9.28 .30 .30 .42 10.30 2007 9.28 .30 .30 .42 10.30 2008 9.28 .30 .30 .42 10.30 2009 9.28 .30 .30 .42 r0.30

(a) The voted levies for "Debt Retirement" continue for the lifb of the bonds authorized,by the electors, in annual amountssufficient to pay debt serviceon thosebonds as it becomesdue. Source: County Fiscal Officer.

Seethe discussionof the Chartertax rate limitation, and the priority of claim on that millage for debt service on unvoted general obligation debt, under Indirect Debt and Unvoted Property Tax Limitations.

COLLECTIONS

The following are the amountsbilled and the percent collectedfor City ad valorem property taxes for recent tar collection years. "Billed" includes current charges,plus current and llelinqu-ent additions and also current and current delinquent abatements. "Vo Collected" includes collectionsof current"Billed" and currentdelinquent additions.

[Remainingportion of this pageintentionally left blank.]

-80- Collection Vo Delinquent Year Billed Collected Collected Current Accumulated

Real and Public Utility

1999...... $20,779,354 $2r,037,337 I0l.27o $1,013,719$1,696,834 2000...... 22,505,782 22,238,102 98.8 r,475,146 2,034,172 2001...... 22,651,092 22,220,r83 98.1 r,479,22r 2,194,962 2002...... 22,638,225 22,471,793 99.3 1,37r,179 2,088,045 2003...... 26,092,082 25,393,968 97.3 2,r2r,887 3,008,437 2004...... 25,924,487 25,866,285 99.8 r,623,766 2,338,092 2005...... 29,665,733 29,185,735 98.4 2,008,310 2,962,r37 2006...... 32,145,893 3r,243,1r7 97.2 2,732,216 3,882,004 2007...... 32,131,608 30,741,34r 95.7 2,980,746 4,356,443 2008...... 31,706,811 31,218,568 98.5 2,4r8,623 3,997,850

Collection Vo Delinquent Year Billed Collected Collected Current Accumulated

TangibleP ersonal Prop efi

1999...... $3,480,690 $3,628,151 104.27o $r79,r02 $352,201 2000...... 3,657,424 3,667,080 100.3 16l,l57 334,065 200r...... 3,969,280 4,072,557 r02.6 189,351 901,506 2002...... 3,572,013 3,636,069 101.8 106,250 516,407 2003...... 3,103,108 3,I49,682 101.5 1r9,238 487,910 2004...... 3,067,614 3,r14,834 101.5 97,932 428,337 2005...... 3,369,543 3,313,357 98.3 302,846 914,325 2006...... 2,573,579 2,634,715 1,02.4 92,882 886,647 2007...... 1,975,643 1,988,483 100.6 123,176 779,695 2008...... 999,793 1,05r,594 100.1 63.782 455,41r

Source: County Fiscal Officer.

Current and delinquenttaxes are billed and collected by the County Fiscal Officer for all taxing subdivisionsin the County.

lncluded in the "Billed" and "7o Collected" figures above are paymentsfrom State revenue sourcesunder two statewide real property tax relief programs (which do not apply to special assessments).Homestead exemptions are available for personsover 65 and the disabled. Paymentsto taxing subdivisionshave been made in amountsequal to approximatelyl}Vo (12-l/2%o with respectto owner-occupiedresidential property) of all ad valorem real property taxes levied, thereby reducing the tax obligations of real property owners in any given year by the applicable l}Vo or l2-l/27o. This State assistancereflected in the City's tax collections for 2008 was $1,054,199for the elderly/disabledhomestead payment and $2,674,962for the rollback payment. Also included for 2008 is $28,254 received from the State as a reimbursement of reduced calculationsresulting from the partial exemptionof tangible personalproperty used in business. See Ad Valorem Property Taxes - AssessedValuation.

Real Propertytaxes are payablein two installments,the first usually in Januaryand the secondin July. Tangible personalproperty taxes for taxpayersowning property in more than

-81 one county are payablein September,and for taxpayersowning property in one county are payable in two installments(usually in April and September).

SPECIAL ASSESSMENTS

As indicated in Capital Investment Program, the City conducts an ongoing residential street improvement program, which includes paving, resurfacing, draining, planting shadetrees and constructingcurbs, sidewalks,storm sewersand sanitary sewers. The City pays approximately65Vo of the cost of theseimprovements; the remaining portion is paid from special assessmentslevied againstthe propertybenefiting from thoseimprovements.

Typically, ownersof suchproperty commence a streetimprovement project by filing- a petition with Cify Council requestingthe improvement. If accepted,the project becomespart of the City's five-year capital plan. At the commencementof construction,bond anticipationnot9s, arg issuedto pay the prop-ertyowners' portion of the project cost. Thesenotes are purchasedand held by the Ciiyts Treasury lnvestment Account as investmentsuntil the project is completed,usually within approximatelyiwo years. Following completion of the work and determinationof final costs, the specialassessments are levied by Council againstthe benefiting property. Specialassessments not p-aidwithin 30 days are certified to the County Fiscal Officer for collection over a period of time (10 yearsfor almost all projects). Bonds are issuedin anticipationof the collection of the special asse-ssmentsto refund (togetherwith any cash paymentsof special assessments)those notes. The special assessmentscertified for collection bear the same interest as the bonds. Under State law, those bonds are to be paid from the anticipated special assessments,but they are also general obligations of the City, payable from ad valorem property taxes to the extent not paid {rom $oge specialassessments (see-City Debt and Other Lohg-Term Obligations - Statutory Direct Debt Limitations,Indirect Debt and Unvoted Property Tax Limitations and Debt Tables A and B). The City has never been required to levy an ad valorem property tax for debt service on bonds issuedin anticipationof the collection of specialassessments because special assessments have been collected as required and sufficient balanceshave been available in the Bond Payment Fund to cover any temporaryshortfall.

The City conducts annual programs for the provision of street lighting and street cleaning services(including sprinkling, sweeping and removing snow and leaves) for its streets, alleys and other public ways. A portion of the cost of these programs is paid by the City from generalfunds; the remaining portion is financedby the levy each year of specialassessments u-po! the benefitedproperties. Noles may be issuedin anticipation of those special assessmentsto fund theseprograms. If issued,these notes have a maturity of one year or less and are payable solely from those special assessments.The notes are not generalobligations of the City. By statute,no propertytax may be pledgedor usedfor their payment.

Real property taxes levied on any property againstwhich special assessmentshave been levied cannot be paid unless those special assessmentsare also paid. During the five most recent years, the coll-ections of the current amount of special assessmentslevied and of delinquencieshave averaged97.4Vo of the amountlevied. The following are the amountsbilled and percent collected for City special assessmentsfor the indicated years (special assessmentsare collected in conjunction with ad valorem taxes). "Billed" are the amounts of current special assessmentscertified by the City to the County Fiscal Officer to be collected. "Vo Collected" includesthe amountsof specialassessments received by the City and collectionsof current"Billed" amountsand delinquencies.

-82- Collection "h Accumulated Year Billed Collected Collected Delinquent

Special Assessments

r999 $10,676,569 $11,585,883(a) r08.5% $3,280,568 2000 r0,628,747 10.661.383 100.3 3,256,734 2001 1,331,061 l,l9r,162 98.8 2,419,777 2002 r,030,263 1,009,546 99.8 3,690,459 2003 1,262,716 r,283,129 100.2 2,713,227 2004 r,285,597 r,359,415 r00.7 2,474,047 2005 1,610,231 r,667,389 100.5 2,238,596 2006 12,567,7t6 r2,151,839 96.7 3,405,722 2007 13,023,706 12,547,988 96.4 2,ogl,614 2008 14,4I0,775 13,372,381 92.8 2,601,877

(a) Thiscollectionincludesapproximately$l.46millionreceivedfromtheCounty'ssaleofdelinquenttaxliens. Source:County Fiscal Officer.

DELINQUENCIES

The following table setsforth the numberof delinquentparcels in the City and the numberof parcelsagainst which foreclosureswere commenced. Total Foreclosures Collection Nonexempt Total Commenced Year Parcels Delinquent(a) Aeainst

r999 99,900 10,276 201 2000 99,786 9,755 27 200r 99,510 6,r24 97 2002 99,329 11,309 r66 2003 98,158 10,932 189 2004 98,072 13,920 r63 2005 94,156py 11,855 222 2006 98,513 r4,369 168 2007 97,350 15,270 183 2008 96,795 14,000 245

(a) Certified delinquent to the County Prosecutor for the then current year only. Parcels must be delinquent two years prior to certification. (b) The decreaseis due in part to conversion to exempt parcels and combining parcels for development projects. Source; County Fiscal Ofhcer.

There is no one taxpayerthat accountsfor more than 5% of any of the delinquencies of ad valorem real propertytaxes or specialassessments identified above.

The following is a general description of delinquencyprocedures under Ohio law, the implementationof which may vary in practiceamong the counties. Real estatetaxes and special

-83- assessmentsnot paid in the due year are to be certified by the county auditor's office as delinquent. A list of delinquentproperties then is published. If the delinquenttaxes and specialassessments are not paid within one year after certification, the properties are then to be certified as delinquent to the county prosecuting attorney. The property owner may arrange a payment plan with the_county treasureiprovidinf for paymentsover a period not to exceedfive years. If paymentsare madewhen due undei the plan, no further interest*itt Ue assessedagainst delinquent balances covered_ Uy 4" plan; a defaultln any payment under the plan or in the paymentof current taxes will invalidate the iaxpayer's participation in the plan. If a payment plan is not adheredto or if none is arranged, foreclosureproceedings may be initiated bythe county. Mass foreclosureproceedings and salesare permitted after three yearst delinquency. County auditors employ a notification procedure_and judicial proceedings to collect d-elinquenttangible personal property taxes. Proceeds from delinquentproperty foreclosure sales become part of and are distributedas current collectionsto the taxing subdivisions.

A program authorizedby State legislation permits certain of the larger counties1o "sell" the right to collect delinquent real estate taxes. That program was implemented !y the County in eachof the years 1999through 2008. The County expectsto use the program ln'2009.

MT]NICIPAL INCOME TAX

In 1962,City electorsapproved a Charterprovision authorizingthe Counc,ilto levy a l7o incometax for a six-yearperiod. The tax was renewedon a continuing basis in 1968 with the passageof another Charter prbvision. In 1969, the electors authorizedan increasein the rate of incometax to 1.3Voin 1970:1.47o n 1971,and 1.57oin 1972 andthereafter. tn 1981,the electors authorizedsubsequent increases in the rate of income tax to I.\Vo effectiveMarch 1, 1981, and2%o effective Januaryl, 1982,and thereafter. The voters of the City approvedeach of theseincome tax issuessubmitted to them. At the May 2003 election, the voters approveda 0.25Voincrease in the income tax rate to fund, in cooperationwith the School District, Community Leaming Centers. (See The City - Education - Akron City School District.) The increasein the tax rate became effective on January1,2004. The City, pursuant to Council action and that voter authonzation, currently levies the income tax at the rate of 2.257oon both businessincome and individuals' wages and salaries. tn a May 2OO7election, the voters did not approve an income tax rate increase of 0.337oto fund additionalpolice officers, equipmentand facilities for public safetyforces, economic developmentproj ects, neighborhood improvements and other purposes.

The incometax is collectedand administeredby the City.

The City's income tax is in effect for a continuing period of time. It could be reduced to 1.257oor terminatedby action of the Council, or by vote of the electors initiated by petitionof 7Voof thenumberofelectorsof theCitywhovotedatthelastprecedingelectionforthg office of Mayor, subject,however, to certain covenantsrelating to bonds securedby and to be paid from municipal income taxes(see Income Tax Revenue Bonds). A reductionto an authorrzedrate below 1.25E;or termination of the income tax (subject to those bond related covenants)could be accomplishedonly by an amendmentto the Charter approved by the electors of the City. The amendmentcould be proposedby a vote of two-thirds of the membersof the Council or by petitions signedby electorsequal to l\Vo of the total vote castat the last generalCity election. If the tax were soterminated,undefexisting law and absenta Charterprohibition the Council could reimposea 17o income tax without authorizationby the electors.

The following table setsforth the annual income tax revenuesfor the last ten years and estimatedfor 2009.

-84- 27olncome Tax .25VoCLC Income Year Amount Tax Amount Total

t999...... $92,681,503 $92,681,503 2000...... 94.006.773 94,006,773 2001...... 96.173.45r 96.r73.45r 2002...... 96.854.591 96.854.59r 2003...... 99,938,891 99.938.891 2004...... 98,231,448 $to,zto,gtg t08.442.266 2005...... t1r.929.483 13,104,103 125.033.586 2006...... 109.137.656 L2,943,r19 122,080,175 2007...... 119.389.280 14,737,185 t34,126,465 2008...... 117,549,893 14,542,597 t32.092.490 2009(estimated)...... 1I7,549,893 14,542,597 r32.092.490

The recent fluctuations in income tax revenues are partially due to varying retums from the larger employersin the City. (Seealso Financial Outlook for further discussion.)

Pursuant to a 1991 Charter amendmentand applicable only to the 27o portion of the City's income tax rate, income tax proceedsare allocatedZTVofor capital expendituresandT3Vo for the General Fund. This income lax authorization is a major component of the City's Capital InvestmentProgram as discussedherein.

Residentsare currently permitted, as a credit againsttheir City income tax liability, up to a maximum of 2.25To,paid as municipal income tax on the sameincome in anothermunicipal corporation. Basedon employerpayments of corporateand salarywithholding income taxes,there was only one employer that contributed5Vo or more of that collection. Certain types of the income subjectto the municipal income tax is also subjectto Stateincome tax.

OTIIER GENERAL FT]ND REVENT]E SOT]RCES

Other sources of revenue to the General Fund, in addition to ad valorem property taxes and the municipal income tax, include certain nontax revenues and State local government assistancedistributions. SeeAppendix A-L for further information regardingother revenuesources for the General Fund.

NONTAX REVENUES

The City's General Fund also receives significant revenuesfrom nontax sources, such as licensesand permits, fines and interesteamings. (Seealso Nontax Revenue Bonds.) The Nontax Revenuesinclude: (a) grants from the United Statesof America and the State of Ohio; (b) paymentsin lieu of taxes authorizedby Statestatute; (c) fines and forfeitures that are deposited in the General Fund; (d) fees depositedin the General Fund from properly imposed licensesand permits; (e) investment eamings on the General Fund that are credited or transferred to the General Fund; (fl investment eamings of other funds of the City that are credited or transferred to the GeneralFund; (g) proceedsfrom the saleof assetsthat are depositedin the GeneralFund; (h) rental income that is depositedin the GeneralFund; (i) gifts and donations;and O chargesfor services and payments received in reimbursementfor services; provided that Nontax Revenuesdo not include any funds in the City's Knight EstateFund.

-85- Historical Collections of Nontax Revenues

The following table summarizeshistorical collections for the past ten years of the revenuesidentified by the City from its GeneralFund as Nontax Revenues. No assurancecan be given that the full arnountof such collections will be availableto pay debt service on the Nontax F.evenueBonds (see Nontax Revenue Bonds). Moreover, no assurancecan be given that the collection of suchNontax Revenueswill remain at the levelshistorically collectedby the City.

Historical Collections- GeneralFund Nontax Revenues

Licenses& Chargesfor Fines & Interest Expenditure Year Permits Services Forfeitures Earnings{a) Recoveries Other Total

1999 $1,813,511 $12,087,201 $3,6s4,212 $3,000,000 $3.629.994 $ 40t,47r $24,s86,389 2000 1,469,874 12,430.602 4,185,616 3,600,000 3.212.007 511,996 25,410,W5 2mt 1,439,866 t2,542,750 3,955,445 4,000,000 3.513.827 884,649 26,396,537 2002 t,49t,481 12,345,409 3,175,598 2,200,000 3.600,431 1,469,209b) 24,882,128 2OO3 r,4201r3 12,060,064 3,785,926 1,050,000 3.856.997 1,002,550tc1 23,175,950 2004 t,'76t,193 r3,52',7,776 3,767Ar4 990,000 3,3M,210 3,444,829@) 26,835,422 2m5 2;742,541 14,396,312 3,927,525 1,100,000 3,626,666 345,416 26,138,466 2W6 2,46r,563 16,450,089 3,840,095 623,020 3,561,785 263,526 27,200,078 200'7 2,975,',741 t6,929,944 3,559,135 125,000 3582.7M 691,099 27,863,625 2008 2,7t4,828 16,279,18',7 3,489,072 147,895 3,474,708 379,272 26,484,962 (e) 9.417o 57.687o l3.82Vo 2.2lVa l3.O8Vo 3.807o

(a) Amounttransfened from the City's Investment Earnings Fund. (b) Includesapproximately $788,400 rebate from Workers' Compensation. (c) Includes$185,777 insurance reimbursement from 2002. (O) fnctuOes$3,034,183 refund of a loanguarantee account and$244,149 refund of a projectcontingency fund, both of whichwere no longerneeded. (e) Approximatepercjntage of thetotal General Fund Nontax Revenues averaged over the years 2004 through 2008 for eachcategory. licenses and Permits. Revenue in this category is derived from the issuance of sidewalk permits and a variety of inspectionpermits. Feescharged to contractorsfor examinations, building plan reviews and various Zoning fees are included in this category. Revenue is also generatEdfrom the issuanceof operatinglicenses, including licensesfor ambulances,burg^lar.alarms, damivals, gasolinepumps, taxis and solid wastehaulers. [n total, the City issuesover 80 different types of lilenses o^r'peimits. Fees vary with the type of license or permit and are set by City ordinance.

Charges for Services. This category of revenue includes a variety of_fees and chargescollected by the-City for the provision of services. The major servicesprovided are solid wastE and recyclable colleciion and ilealth Department chargesfor servicesprovided at several clinics throughoutthe City.

Fines and Fodeitures. These revenues are derived from City fines, parking violations, court costs,highway patrol and civil filing fees.

Interest Earnings. The City Treasurer invests City funds pgrsuant to the Ohio Revised Code and the City's Investmentedlicy. See Financial Matters - Cash Balances and Investments. The City uses the lnvestmentEimings Fund to record all investmentearnings and then distributes the earnings almost entirely to the General Fund. The Ifuight Estate Fund, the

-86- Akron Development Corp. Incubator Fund and certain federal grant funds are required to receive their shareof investmentearnings.

Expenditure Recoveries. Revenue in this category is derived from reimbursements to the General Fund for costs and expensesit has incurred on behalf of other funds. These other funds include the Engineering,Fire Pension,Police Pension,Golf Course,Management Information Systems,Off-Street Parking, Sewer and Water Funds.

Other. This categoryincludes a wide variety of types of revenuecollected by City^ divisions. Due to the nature oT these revenues,which frequently includes one time receipt of revenues,the total may fluctuate from year to year. tncluded in thesetotals are loan_payments, refunds,rental paymenisfrom leasedland, landfill royalties, gifts, donationsand proceedsfrom the saleof personalproperty by the City's Police Department.

LOCAL GOVERI\MENT ASSISTANCE FI.]I\DS

StatutoryState-level local govemmentassistance frmds are comprised_of_designated State revenues. Most are distributed to each county and then allocatedon a formula basis or, in some cases(as in the County) on an agreementbasis, among the county and cities, villages and townships, and in some casespark disticts, in the county. City receiptsfrom those funds for the past 10 yearswere and for 2009 areestimated to be:

Year Amount

1999...... $14,385,550 2000...... 14.92094r 200r...... 15,443,729 2002...... 14,648,868 2003...... 14.545,453 2004...... I4,405,rI0 2005...... 14.441.757 2006...... 14,374.069 2007...... r4,4t8,325 2008...... 14,227.271 2009(estimated)...... 13,23I,400

The amountsof andformula for distributionof thesefunds have been and may be fuither revised.

The Statealso distributessignificant portions of the Stateestate tax to decedents' communitiesof residence.Due to the verynature of this tax,the annualamounts received can larY significantly.The City received$2,763,674,$2,886,32I and $5,330,376 from this sourcein200,6, 2007 and2008, respectively. -taxThe City creditsthese distributions to its GeneralFund. Recent amendmentsof this State provided for additionalcredits and increasedexemptions, and increasedpercentages of allocatiohsto be distributedto localities.Due to thedifficulty of predicting the amountof receiptsfrom the revisedestate tax, the City currentlyintends to assumethe receiptof $3,750,000from thatsource for budgetingpuposes for 2009.

CITY DEBT AND OTIIER LONG.TERM OBLIGATIONS

The following describesthe securityfor generalobligation debt, applicable_debt and ad valorem property tax limitations, outstandingand projected bond and note indebtednessand certain othei long+erm financial obligations of the City. Certain overlapping subdivisions may

-87- issue voted and unvoted general obligation debt. As used in the discussionsthat follow, BANs refersto notesissued in anticipationof the issuanceof generalobligation bonds.

SECURITY FOR GENERAL OBLIGATION DEBT

The following describessecurity for City generalobligation debt.

Bonds and Bond Anticipation Notes

Unvoted Bonds, The basic security for unvoted City generalobligation deb-tis the City's ability to levy, and its levy pursuant to constitutional and statutory requirements of, an ad valorem tax on all ieal and tangible personalproperty subjectto ad valorem taxation by the City, within the Charter tax rate limitation describedbelow. This tax must be in sufficient amount to pay (to the extent not paid from other sources)as it comes due the debt service on unvoted Citygeneral obligationnhlioafinn bonds,hnnds bothhnfh outstandingorrfsfandinoand in anticipationanticination of which BANs are outstandins.outstanding. The law provldes that the lely necessaryfor debt service has priority over any leny fot current expenses within that tax limitation; that priority may be subject tothe provisions of bankruptgy lawq an$ gther laws affecting creditors' rightd and tb the exerciseof judicial discretion. Seethe discussionbelow, under Indireit Debt and Unvoted Property Tax Limitations, of the Chartertax limitation and the priority of claim on it for debt serviceon unvotedgeneral obligation debt of the City.

Voted Bonds. The basic security for voted City general obligation debt is the authorization by the electors for the City to ler,y to pay debt service on those bonds, without limitation as to iate or amount,ad valoremtaxeson all real and tangible personalproperty subjectto ad valorem taxation by the City. The tax is outside of the Charter tax limitation and is to be in sufficient amount to pdy (to the-extent not paid from other sources)as it comes due the debt service on the voted bonds (su6jdct to the provisions of bankruptcy laws and other laws affecting creditors' rights and to the exeiciseofjudicial discretion). The City has no voted generalobligation debt.

BANs. Ohio law requires, while BANs are outstanding, the levy of an ad valorem properfy tax in an amountnot lessthan that which would have been levied if bonds had been issued withouithe prior issuanceof the BANs. That levy neednot actually be collectedif paymentin fact is to be provided from other sources,such as the proceedsof the bonds anticipatedor of renewal BANs. BANs, including renewal BANs, may be issuedand outstandingfrom time to time up to a maximum period of 24}months (20 years) hom the date of issuanceof the original^notes(the maximum maturity for specialassessment BANs is five years). Any period in excessof five years^ must be deducted-fromthe permitted maximum maturity of the bonds anticipated,and portions of the principal amount of BANs outstanding for more than five years must be retired in amounts at least equaito, and payablenot later than, thoseprincipal maturitiesthat would have_been_reqqiry9^tl the bondshad beenissued at the expiration of the initial five-year period. The City has $58,981,600 of BANs outstanding.

In addition to the basic ad valorem property tax security described above, each ordinance authorizing the issuance of the Crty's geneial obligation bgndq or notes issued in anticipation thereof piovides further security by making a pledge of the full faith and credit of the City fbr the paymenfof the debt serviceon thosebondsbr notesas it becomesdue. Included in that pledge are ail lirnas of the City, except those specifically limited to anotheruse or prohibited from that use by the Ohio Constitution or by Ohio or federal law or by revenue bond trust agteements. These exieptions include tax levies voted for specific purposes,speglal assessmentspledged to particular bonds or notes and certain utility revinues. As discussedherein, only voted general obligation debt is payablefrom unlimited ad valorem propertytaxes.

As is shown in Debt Table C, the City expectsthat almost all of the debt serviceon the unvoted general obligation debt of the City will in fact be paid from sources other than the ad

-88- valorem property tax, such as the Crty's income tax revenues, utility revenues and special assessments.-Should income tax revenuesor other revenuesfor any reasonbecome insufficient to pay debt serviceon City bonds and bond anticipationnotes, the City will be requiredby Ohio law to levy, collect and usethe above-describedad valorem taxesto pay that debt service.

STATUTORY DIRECT DEBT LIMITATIONS

The Revised Code provides that the net principal amount of both voted and unvoted general obligation debt of a city, excluding "exempt debt" (discussedbelow), may not exceed l0-ll2% of the total value of all property in the city as listed and assessedfor taxation, and that the net principal amount of the unvoted nonexemptdebt of a city may not exceed5-ll2% of that value. Thesetwo limitations, which are referredto as the "direct debt limitations," may be amendedfrom time to time by the GeneralAssembly.

A city's ability-by to incur unvoted debt (whether or not exempt from the direct debt limitations) also is restricted the indirect debt limiiation discussedbelo* under Indirect Debt and Unvoted Property Tax Limitations.

Certain debt a city may issue is exempt from the direct debt limitations ("exempt debt"). Exempt debt includes: general obligation debt issued for improvements for municipal utility, off-streetparking, garbageand refusecollection or disposal,hospital and airport purposes,to the extent it is "self-supporting"(that is, revenuesfrom the categoryof facilities are sufficient !o pay operating and maintenanceexpenses and related debt service and other requirements); bonds issued in anticipation of the collection of specialassessments; revenue bonds; notes issuedin anticipation_ of the collection of current revenues(having a maximum six months maturity) or in anticipation of the proceedsof a specifictax levy; notesissued for certainemergency purposes; bonds issued to pay non-contractualfinal judgments; and unvoted general obligation bonds to the extent that debt service will be met from lawfully available municipal income taxes to be applied to that debt service pursuantto ordinancecovenants. Notes issuedin anticipationof exemptbonds are also exemptdebt.

In the calculation of the debt subject to the direct debt limitations, the amount of money in a city's bond retirement fund allocable to the principal amount of nonexempt debt is deductedfrom grossnonexempt debt. Without considerationof money in the City's Bond Payment Fund and based on outstandlng debt and current tax valuation, the Crty's voted and unvoted nonexemptdebt capacitiesas of June26,2009 (aswell as of December31, 2008) were: Additional Borrowing CapacityWithin Debt Limitation OutstandineDebt Limitation r0-U2%- $316,853,509 $153,258,194 $163,595,315 5-U2%- $165,970,886 sr53,258,194 s 12,712,692

SeeDebt Table A for further details.

INDIRECT DEBT AND UNVOTED PROPERTY TAX LIMITATIONS

Voted generalobligation debt may be issuedby the City if authorizedby a vote of the electors. Ad valorem taxes,without limitation as to amount or rate,to pay debt serviceon voted bondsare authorizedby the electorsat the sametime they authorizethe issuanceof the bonds.

Generalobligation debt also may be issuedby the City without a vote of the electors. This unvoted debt may not be issuedunless the highest ad valorem property tax for the paymentof

-89- debt serviceon (a) thosebonds (or the bonds in anticipationof which BANs are issued)and (b) all outstandingunvoted general obligation bonds (including bonds in anticipation of which notes are issued) of the City resulting in the highest tax required for such debt service, in any year is 10.5-mills or less per $1.00 of assessedvaluation. This indirect debt limitation is imposedby the Charter.

In lieu of the ten-mill limitation briefly discussedbelow, the electors of a charter municipality such as the City may establisha different tax rate limitation. The electorsof the City have authoizedthe Council to levy, for all purposesof the City, each year atax of up to the Chaner tax rate limitation on all the taxable property in the City without further authorization from the electors,but subjectto changeby further action of the electors. SeeAd Valorem Tax Rates. No portion of the 10.5-mills can be preemptedby anotheroverlapping taxing subdivision. In the case of BANs issuedin anticipationof unvoted generalobligation bonds,the highest annualdebt service estimatedfor the anticipatedbonds is used to calculatethe millage required. These debt service estimatesare included in Debt Table C.

This Charter millage is required to be used first for the payment of debt serviceon unvoted generalobligation debt of the City, unlessprovision has been made for its payrnentfrom other sources,and the balancemay be usedfor generalfund purposes.

The indirect limitation applies to all unvoted general obligation debt even if debt service on some of it is expectedto be paid in fact from special assessments,utility revenuesor other sources. Revenuebonds, notes issued solely in anticipationof specialassessments and bonds and notes payable only from City income tax revenuesare not included in debt subject to the Charter tax rate limitation becausethey are not general obligations of the City and the full faith and credit of the City is not pledgedfor their payrnent.

If the City were to convert to the anticipated bonds its $58,981,600outstanding unvoted generalobligation bond anticipationnotes at estimatedinterest rates of 5.00% to 5.5070per year (seeDebt Table C), the highest debt servicerequirement in any year for all City debt subject to the Charter tax rate limitation (including unvoted general obligation bonds akeady outstanding and bonds to be issuedto fund those BANs) is estimatedto be $30,486,844. The payrnentof that annualdebt servicewould require a lely of 10.1028mills basedon currentassessed valuation. This maximum debt service requirement (except debt service on certain final judgment bonds) is expectedby the City to be paid from sourcesother than ad valorem taxes,such as City income tax revenuesand specialassessments (see Debt Table C). If thoseother sourcesfor any reasonare not available,the debt servicecould be met from the amountsproduced by the millage currently levied for all purposesby the City within the Chartertax rate limitation.

The total millage theoreticallyrequired by the City for its outstandingunvoted bonds (including bonds in anticipationof which notes are outstanding)is, as shown above, 10.1028mills for 2010, the year of the highestpotential debt service. There thus remains0.3972 mills within the Chartertax rate limitation that has yet to be allocatedto debt serviceby the City and that is available to the City in connectionwith the issuanceof additionalunvoted generalobligation debt. The City could, for example, issue such additional debt in the estimated principal amount of up to approximately$14,936,000 (maturing over 20years with substantiallyequal principal and interest paymentswith an estimatedinterest rate of 5.00%) within this limitation (seeDebt Table C). The estimatedprincipal amount of such additional debt would be reducedaccordingly if the estimated interest rate exceeded5.00% or if the CiW's total assessedvaluation continued to decrease(see AssessedValuation).

In the absenceof the Charter tax limitation, the applicable indirect debt limitation would be the product of what is commonly referred to as the "ten-mill limitation" imposed by a combination of provisions of the Ohio Constitution and of the Revised Code. The ten-mill

-90- limitation is the maximum aggregatemillage for all pu{posesthat may be levied without elector approval on a single piece of property by all overlapping taxing subdivisions,with the ten mills being allocated among certain overlapping taxing subdivisions(including the cities) pursuantto a statutoryformula. The inside millage so allocatedis required by Ohio law to be used first for the palmrent of debt service on unvoted general obligation debt of the subdivisions(unless provision has been made for its payment from other sources)and the balance may be used for other purposes of the subdivisions. Ifthe ten-mill limitation appliedto the City (hat is, if the City did not have the Charter tax rate limitation), unvoted obligations could not be issued by the City unless the tax requiredto be imposedin any one year would be ten mills or lessper $1.00 of assessedvaluation for pa1'rnentof annual debt service on those obligations (if BANs, the bonds in anticipation of which the BANs are issued) and all outstandingunvoted general obligation bonds (including bonds in anticipation of which BANs are issued) of the combination of overlapping taxing subdivisions including the City resulting in the highest tax rate required for that debt service. To the extent that this inside millage is required for debt service of a taxing subdivision (which may exceed the formula allocation for that subdivision). the amount that would otherwise be available to that subdivision or to other overlapping subdivisionsfor general fund purposeswould be reduced. A law applicableto all Ohio cities and villages, however, requiresthat any lawfully availablereceipts from a municipal income tax or from voted property tax levies be allocatedto pay debt serviceon City unvoted debt before the formula allocationsof the inside millage to overlapping subdivisions can be invadedfor that purpose.

DEBT OUTSTANDING

The following tables list the City's outstandinggeneral obligation debt represented by bonds and notesand certainother debt serviceinformation as of June 26,2009. DEBT TABLE A Principal Amounts of Outstanding General Obligation Debt; Capacity for Additional Debt Within Direct Debflimitations $273,764,547 B. $3,585,000 2,265,944

$ 5,531,474 24,222,354 3,544,652 2,427,548 1,749,490 550,515 893,662 3,100,887 4,707,714 $46,728,296

-9r StormSewers 1,085,000 Fire DepartmentFacilities..... 240,000 TotaI...... $51,960,000 Bonds issuedin anticipationof the collection of the collectionof specialassessments ...... I 1,185,513 Bond anticipationnotes issued in anticipation of the coflectionof specialassessmerits...... 4,781,600 Total exempt debt $120,506,353 C. Nonexemptdebt: Unvoted6onds and BANS issuedfor the following streets ..i:l*T::::: ...... s74,939,928 ParkinsFacilities... 24,198,517 RecrealionalFacilities 19,899,425 Real EstateAcquisition 5,817,010 Storm Sewer System r97,826 CitiCenter Buifdins r,176,046 Ascot Park Roadw-ay 249,464 Hish StreetRenewal Area...... 1,884,553 MrlnicipalComplex... 9,025,425 Furnace/HowardRenewal Area 3,455,000 Motor Vehicles/Equipment 9,030,000 Industrial Incubator/Accelerator.. 3,385,000 Total nonexemptdebt...... $153,258,194

D. 5-l12% of assessedvaluation (unvoted direct debtlimitation) ...... $165,970,886

E. Total limited tax nonexemptbonds and notes outstandins: Bonds outsitandins $151,018,194 Notes outstanding- 2,240,000 $153,258,194 F. Debt capacitvwithin 5-Il2% unvoteddebt limitation (but subjectto indirect debt limitation) (D minusEXb)...... $12,712,692 G. l0-ll2% of assessedvaluation (voted and unvoted limitation) $316,853,509

H. Total nonexempt bonds and notes outstanding: Bonds outstandins $r51,018,194 Notes outstandinf. 2,240,000 $153,258,194

I. Debt capacitywithin I0-ll2% direct debt limitdtion(G minusHXb)...... $163,595,315

(a) Other City debt and long-term obligations, which are not general obligations of the City and thus are not set forth in this table, include:

o Water System mortgage revenue bonds payable solely from revenues ($39,625,000)and Sewer System revenue bonds payable solely from revenues (534,425,000)(see Revenue Bonds in the Annual Statement).

-92- o Loan payments payable to: (i) the OWDA, (ii) the OPWC, (iii) the ODOT and (iv) the ODOD, and certain lease agreements (see Long-Term Obligations Other Than Bonds and Notes in the Annual Statement).

o Certificatesof Participationfor: (i) CanalPark Stadiumproject ($24,750,000)and (ii)Municipal Parking Facilities projects (927,220,000and $19,610,000)(see Long-Term Obligations Other Than Bonds and Notes in the Annual Statement).

o Nontax Revenue Economic Development Bonds ($60,350,000) (see Nontax Revenue Bonds in the Annual Statement).

o Pension Refunding Income Tax RevenueBonds, Series1999 ($7,370,000),and Community Learning Centers Income Tax Revenue Bonds, Series2004A ($165,000,000)and Series20048 ($33,290,000)(see Income Tax Revenue Bonds in the Annual Statement).

o Water SystemSpecial Revenue Bonds ($22,135,000)and SanitarySewer System SpecialRevenue Bonds ($17,720,000),payable solely first from JEDD Revenues and then, if necessary,from net available revenues of the respective utility (see Special Revenue Bonds in the Annual Statement).

(b) Debt capacity in this table is determinedwithout consideringmoney in the Bond Payment Fund (approximately $I,579,490), which is available to pay debt service on general obligation bonds and bond anticipationnotes.

[Remainingportion of this pageintentionally left blank.]

-93- DEBT TABLE B

Various City and OverlappingGeneral Obligation (GO) Debt Allocations(Principal Amounts) 7oof City's 7o of City's Current Estimated Per Assessed Actual Amount CapEft) Valuation(d) Valuation(e)

City Nonexempt $153,258,194 $706 5.08Vo l.80Vo GO Debt(a) Total city Go Debt $273,764,547 $1,261 9.077o 3.227o (exempt and nonexempt) Total Overlapping $320,188,624 $r,475 I0.6l%o 3.77Vo GO Deb(c)

(a) Total City GO debt, lessexempt debt (seeDebt Table A).

(b) Basedon 2000 censuspopulation of 2I7,074 for the City.

(c) lncludes, in addition to "Total City GO Debt," allocations of the total GO debt of overlapping debt issuing-of subdivisions resulting in the calculation of total overlapping debt basedon percent assessedvaluation of tenitory of the subdivisions located within the City (7, figures are resulting percentof total debt of subdivisionsallocated to the Citv' in this manner).as follows: $22,896,841of County debt(25.3I7o); $18,804,630of SummitCounty Library District debt(37.097o\ $ 137,442of Copley-FairlawnCity SchoolDistrict debt(3.67Vo); $ 300,556of RevereLocal School District debt(3.4OVo); $ 4,140,341of WoodridgeLocal school District debt (31.39VQ;and $ 144,267of METRORegional TransitAuthority debt(25.3IEo).

(d) The assessedvaluation of the City is $3,011,652,469.

(e) The estimatedactual valuation of the Citv is $8,495,101'329'

Sourceof assessedvaluation and estimatedactual valuation: County Fiscal Officer.

Source of GO debt figures for overlapping subdivisions: Ohio Municipal Advisory Council (OMAC)-.

*Statementprovided by OMAC: "OMAC compiles information from official and other sources. OMAC believesthe informafion it compiles is accurateand reliable, but OMAC does not independentlyconfirm or verify the information and does not guaranty its accuracy. OMAC has not reviewed this Official [Annual] Statementto confirm that the information attributed to it is information provided by OMAC or for any other purpose."

94 bE E .. \oFnoo\F-$cnrlrlrrnnhr|oooooool \n S: c) E ^^or F- \O e{ oO ca f- c.r r) \O \O \O F F \O \O O\ | O\ .EE A g;"=l qaqvl1\o-drvlvlvlol0o^o^o^q I o^ -*oor|\oo\od+e.tr+r.)+cio.o a(Dl q?E;l-€'t:'il I o .E€ oo\O.oHoo\o$+$$+sf+*r)+ | O\ 9 !!c!ol -oo\o\o\o\o\o\o\o\o\o\o | * 9A^ .= Er.trl -t-l-iJ-l-l | ^ = ;i' Er a l: EF = @ :€ E te o @6 : f, roo-oo.$ F-snr-.i.roooo oooooor q> E 3l q --:.-l on.ioocoooo\+r|oo@ooo I ^= A .- =E=l O+-F=r). : a- o E rrhr)n6ooooooooooooooooooi o '60 AF q r tt-6lF-c{@rlOOmOOOO ln ca Lal vr\ P CjFF+F\Ot\or.n\OOhr) lm =i'ih -V :;l O\vsGtO\-t--O.soOOOO l1T q e -O-Ooomc{e.lc.l EE C!- v) G:l sr++Fil >|+++=f l5 s! 3 4)ti | -' I s o l@ EA XO : 6)1 .E rF rO :€ v-l !q_Y -'i \o t-- o.n \o.n.n o\ oo oo.+ oo d N o c{ h r- n a{ o ol ..1 VF F + \o \o t- t- - \o ir- F- oo + t= co\o.oo\ 6 \o o s € | € !:X Y' q q oo.oC oC ,.i '..9- e e^l dI .\v'I={ar}n^v}\-}c\rf \o^qoq J I >,12 € o E-al c)N\Oct\cl\-O\oO\O6oC- + nF- - 6O+oO\O I O\ .lx= ao::l + \o 6 6 h \o oo oo \o o\ c-.t t= o\ N F- N o.+ n \o + | rt : ei' =)l Irl trln .trE 6 I F -l F:3:3i;33Sis;;:t+3=ii - i)\t F:El l] Eb I ra) AA . 4 -dY ta o\ 4 =E 6- I .-'1 v +r .=9 E F .t)/ -l 3g x - E'= Xl F 6 <- o|\ <. o - n <. Oroo - o|. + O\ + + 6l O.e{ c{ Ol :: :.= rr ,^A 4l! -c€l (\\O+ Fro-e{ O+ l\m+ +O\oo\O oS e{$ + I i:-: -.i lil F-or. \O<..aO+ F-\Oc..looi r,$-cr. st :S r=r | ol # + jt.- od+cj -'F.-o d od.do. +o. od++o F: I ll E Fi{ E X FF El ;GF?s8s3R38S333Efi3gE= | ; .iF Ul dr; r;ri -i -i6i .j 6i Jiodoo.t-ririe.i l! e 3d.E =d ErrXr -9Eo F.- -r a rid .,{.= .o ,, UT € XA Ei) tVY q *X! ;E;* 9vt .= c) : F+\oco.a$oo.o\ohs\ore{sF-o\o\++elol Yl d gfi 6ol c-.r+oo-6*-.nsf +rl 6Ncloo<3nQ.?99c1 |tr >x ^.l .aoooooo6loo \oc-.lolo\r- 6\o- - t\6lcin.A | ' F" --'si'5 4) F-r ='tl -i96 y3i-'. qt5..n g .:'e F I .. -oOo€ S"99S mS I a'^ c Ll ".i\9O hO*F-\OC-lO\* a'- 6F-\Od "?esqEC'.lSOc{ | * XE; o .9 :'91 n=t-of\\v1oqn\qe\gnr'r-+\onc{c-=f .=-a Li d 7 Ev)t \idoiodF- \d c. o c.r: o oor-,dd.{oioitd+di " 'F -v:F N 6 c.t c.t 6t 61 6t c.l (\ c.l c.t : I E fi h= € | esOL e "o F;EE E I FTY oa.oo 94 E> o a -c€j o\ oo o ci !.,ooc.t + t-- o\ e.ro\ N $ F- o\ N* !-q\ N ol d Y' aE J ()E qE* o-4 ';EZ E 3€n33;h€ge$8Ss3p$=g3S l5 qa .-\ ^,'El +o\ Jc.i :l t* q) a \Jl treEa o tr- 6 a -A A 3'F 8.9i I - OO \O n O oO \O \O O\ O\ \O.i e- h oO oO oO 0O n oO n O Ol $ f -'-^€ x 9 h r) Fro c.l al a.l + $ s.4.n c.l o 00 moo oo c'l ci f' I o\ O\i rl t--$r).iO\oO-:0O F-C'.1FcaC.lO+O\ | ttt g A 2l F r- cd o r; 6io 6i > rw 6 *EEU< E Lr O\ O - c.l ci + rl \O F- oO O\ O ts al 6 + n \O t-- oO O\ O SE6:E E dl O - - - - O.l C-.1 C-l C.l C.l N 61 6t C^l 6l .i a9.F9E Ol oooooooooooooooooooooo = >l 6r c{ c..r e.r cJ cr c.r (\ al N e{ N N c.l d c.l N 6il a.l c.l c.l a.l ;?&4ff 5 rrii aao PAYMENT OF DBBT SERVICE

Generalobligation debt of the City, unlesspaid from other sources,is to be paid by the levy of ad valorem property taxes, which taxes are unlimited as to amount or rate as to voted issuesind within the 105-mill Chartertax rate limitation as to unvoted issues. The actualsource of paymentof debt serviceon generalobligation debt has been shifted during the last 45 yearsfrom ad valorem property taxesto other sources,as indicatedbelow. The ad valorem propertytax continues to be pledgedto-the payment of such debt even though paymentis made from other sources. At the end of 1963, the Ciiyts ourstandinggeneral obligation debt totaled $4I,127,332; of this amount, $25,856,432, or 62.8i%q was expecieilto be retired from ad valorem taxes. By the end of 2008, the City's outstandinggeneral obligation debt had risen to $246,059,447,btttonly $10,278,052,or 4.177o,of this amountwas expectedto be retired from ad valorem propertytaxes.

Debt Table D setsforth the principal amount of the City's total generalobligation debt, outstandingas of January1 in the years indicated, divided accordingto the sourceof funds used and expectedto be used in ZOOqto ietire that debt. Of that total debt, 82.867ois to b_gpald in 2009 from the City's municipal income tax (seeMunicipal Income Tax) and another6.537o is to be paid from the collection of specialassessments (see Special Assessments).

Tax incrementpayments suppofi 2.5I7o of the outstandinggeneral obligation debt. Under certain tax increment firiancing statutes,the City may declare the future increasein assessed valuation of parcelsbeing developedto be exemptfrom real propertytaxation for a certainperiod of time. Owneis of that property th-enmake paymentsto the City in lieu of the taxesthat would have been paid. The City usesthese payments to pay debt service on generalobligation debt issuedto fund public improv-ements,including bonds issued under Chapter725 of the Revised Code (see Debt Table A). The City has enteredinto severalagreements with the Akron City School D_istrict that provide, in part, for limitations on the exemption period and for certain payments by the City to the SchoolDistrict.

[Remainingportion of this pageintentionally left blank.]

-96- EI o A= e a q a a e Od ;-rlrFlxx=xx==.A; e s = gtl = E E = r, E E I n r,6 €" s. q 3 s G s AF- =dl E { @:: r\ | co al c.l v6 9; =6 >a C){) ts .- EI €'-x= 9 vtl

EEI S 8 € 3 X R 3 F E F A6 ,,? lHl =s=8533803 .= .Y nF 8 fl E q € K E.S 6 I e-l o\ oo O o\ oo oo \o \o \n \o Fl*^ o6l ? r-- f-- (A q) ,9 od I -L g g g g. g ? ? g EJ J t6 A Ery:tg g c Ev) c o +"3\ v) 4{ 9l € €.o c) tdtl i:r;$: E= 0 v@ 3F q) a9 j yk a€ A- OI ao A5 5l :.8 H.L tr oJl oo -- 9i ral A! .-5e (9 'E 6Cl ,-i -A hY.! ai! '= 'l .-v-/ 531 50q 8l OF- ,^ A: 6i vo) \1 @ r-'1 - aA li a9 cE- bo ii l-l Lr = gl tr- oO O\ cq c.l oo (\r \g CC co a6 q):- -or\co€9gE 2, 2 E> o- v] vI v} c.l c] a tn :n s- N \n cO cO t- co co t-* OF t-- F (,x rr.)\t+oOt-rO\9tf\ >tr EHIc'| - O^ A. \ q !. ({ - qO ,5 I 3 Ul &t--CO..r-\O\O '-d =j atNNa.r o ,-i {l 6 x+ -n I ..i E Egv- tr9 trl 9; 9.^l rn O.o r- +.. O' { oo ...l .=6 . g EB S 6gl \O co"o- t-- O oO cO oO l- :r oo .--a- a-l ; oo + O\ co oo tr- oo o\ t-r 90 *-l O c- c.l O\ O c.i F c'l ;l+c.t\orioddidid A:F 'iE e t H>a.! L(|) .LF a g€ 6^: {J ! A 9oa !=^ I E"q$s"s"es"eg.s" A *l -2 a0 o,) A !l fi83€"R$9RE$ .aJ xo-: El sEs€qqrEaH FO g ^ El a o: !- : ts :Y O4..=J *- c= o\+oocon€3R8$ .1 a r\ v =;:vP i, a5^EAt-i\q.rR f : o I ltl +.iot-rrno\Sq\o\ 3+"1 ,^E ox =9. -H :: X El 4.-C..toOvn\OO+!n.a\O 854$qR3.iq tr ' !Z-: F-[--ooON$a.l .-)S 6l a'l ''l c{ ^l ''l (^-'l ss *a a 5o5 o.: {'e ?Q, .:gqgH '= i E . H-1 CA E Y E: rl a = r F = vr p i * o EiSl R R R F R R R R R F ^ I .sl Shown below is the annualdebt serviceon generalobligation debt paid from income tax revenues and from unlimited ad valorem taxes pursuant to elector authorization and ad valorem taxeswithin the 10.5-mill Chartertaxrate limitation.

Debt ServicePaid fromral - -- - Unlimited Ad Valorem Calendar IncomeTax Ad Valorem Taxeswithin Year Revenues Taxes(ut 10.5-millLimitot

r999 $14,633,177 $350,000 $449,049 2000 15,449,818 350,000 441,02r 200r 16,443,697 350,000 439,179 2002 16,719,954 350,000 579,34r 2003 16,829,99r 350,000 655,488 2004 19,859,927 350,000 754,854 200s r7,350,072 350,000 9l7,r7l 2006 17,172,914 -0- 971,250 2007 18,815,310 -0- 92l,5ll 2008 19,500,503 -0- 929,212

(a) SeeDebt TablesA andC for amountoffuture debt service anticipated to bepaid from these sources. (b) SeeTax TableB for millagelevied for thisdebt service.

As indicated in Debt Table C and Debt Table D, the Crty's unvoted general obligation bonds and bond anticipation notes are anticipatedto be paid from income tax revenues, special assessments,off-street pa^rkingrevenues and other sources. Becausethe Qrlf b^ ptoytdq4 f6r the levy of taxes within tG tO.S-mill Charter tax rate limitation (as required by faw),.shol*ld those revenue sourcesfail for any reasonto produce amounts suffrcient for debt service,the plty would be required to preempt the-levy for current expensesfor its General Fund to the extent of the revenueshortfall in order to provide for debt serviceon thosebonds and notes.

The City has not been in default on any of its generalobligation debt sinceMarch 1, 1936.

BOND ANTICIPATION NOTES

On June 25,2009, the City issued$35,315,000 of bond anticipationnotes to refund $7,500,000 of outstanding BAN's and io fund various capital improvements- As of that date, $58,981,600of the debt o-fthe City was in the form of generalobligation bond anticipationnotes' BANs may be retired at maturity hom the proceeds of the sale of renewal notes or of the bonds anticipateciby the BANs (includiirg revenuebonds), or availablefunds of tle City, or a combination of theie sources. Of thesdnotes $4,781,600 were issuedin anticipationof the issuanceof bonds and the lely and collection of specialassessments and have been purchasedby the City as invesfrnents in the Crty's TreasuryInvestment Account. Thesenotes were issuedfrom time to^time,beginnirrg on May 10,2004, ani mature on or before five years from their respectivedates of issuance. (See SpecialAssessments.)

The following table lists the City's outstandingBANs. Theseoutstanding BANs, or the bondsthey anticipate,arereflected in Debt Tables A, B and C.

-98- DEBT TABLE E

OutstandingGeneral Obligation Bond AnticipationNotes

Anticipated General Purpose Principal Interest Bond oflssue Dated Amount Rate Due Maturity (a)

Various Purpose Improvement, Series2008 B ...... DecemberI l, 2008 $ 18,885,0002.500% December10,2009 20 VariousPurpose Improvement, Series2009 June25,2009 35,315,0001.375% June25,20l0 20 Street Improvements(b) 4,781,600 Total...... $58,981,600

(a) Estimatedyears over which the anticipatedbonds mature as set forth in the ordinanceauthorizing the notes.

(b) 27 notesissued in anticipationof the issuanceof bonds and the levy and collection of specialassessments have beenpurchased by the City as investmentsin the City's TreasuryInvestment Account.

CHANGES IN INDEBTEDNESS; FUTURE FINANCINGS

The City's amortizationschedule of its generalobligation bondsprovides that 59.lYo of those bonds currently outstanding will mature and be paid within 10 years'

A summary of the generalobligation debt of the City, outstandingas of JanuaryI for the yearsindicated, is set forth in the following table.

General Obligation Debt (Principal Amount) 7o ofThen 7o ofThen Bond Current Estimated Anticipation Per Assessed Actual January I Bonds Notes Total Capita(a) Valuationo) Valuation(b)

2000 $164,747,872 $7,067,037 s171,814,909 $ 770 5.93% 2.03% 200r 168,491,626 4,461,388 172,953,014 797 5.97 2.04 2002 178,233,239 9,837,339 188,070,578 866 6.42 2.17 2003 195,624,027 10,267,906 205,891,933 948 6.3r 2.08 2004 217,948,066 8,949,809 226,897,875 1,045 7.15 2.37 2005 205,570,263 34,585,500 240,155,763 1,106 7.50 2.49 2006 211,767,928 2,921,958 214,589,786 989 6.40 2.r5 2007 222,7',76,61',7 2,858,353 225,634,970 1,039 6.88 2.19 2008 230,369,113 2,780,182 233,149,295 1,074 7.36 2.58 2009 214,782,947 31,276,500 246,059,447 1,134 8.15 2.90

(a) Basedon BureauofCensus 2000 population figure of217,074 for theCity. (b) For thencurrent assessed valuation'and estimlted actual valuation see table under Ad Valorem Property Taxesand Special Assessments-- Assessed Valuation.

99- The following table setsforth the types and principal amounts of debt retired and issuedin the last calendaryear and projectionsfor the current year.

PrincipalAmount of Debt(0ffi)

2008 20n/9

Outstanding 0utstanding as of as of To be To be Januarv l(b) Paid Issued(a) Januarv 1(b) Paid Issued(c)

RevenueBonds(d)...... $89,22s $ 8,955 $ -0- $ 80,270 $24,085 $ 25,300 -0- SpecialRevenue Bonds(e) ...... 42,090 2,235 -0- 39,855 2,320 -0- NontaxRevenue Bonds(f)...... 42,330 2,t30 20,150 60,350 2,205 -0- SpecialAssessment Notes(g) ..... -0- -0- -0- -0- -0- Income Tax RevenueBondsft).. 210,160 4,500 -0- 205,660 5,005 30,000 GeneralObligation Voted - Bonds...... -0- -0- -0- -0- -0- -0- Notes...... -0- -0- -0- -0- -0- -0- Unvoted-utility or off-streetparking(i) Bonds...... 25,6',78 r,479 -0- 24,199 1,505 -0- Notes...... -0- -0- -0- -0- -0- -0- Unvoted-in anticipation of specialassessments() Bonds...... 13,505 2,9W 640 rt,236 2,458 4,020 Notes...... 2,',l80 1,00r 2,n3 4,892 2,520 2,115 Unvoted-general purposes Bonds...... 191,187 1t,787 -0- tlglw I1,548 -0- Notes...... -0- -0- 26,385 26,385 26,385 51,385

(a) For descriptionof note issuessee Bond Anticipation Notes. ft) For detail seeDebt Table A. (c) Estimatedamounts, currently expectedto be issued. (d) Non-GO debt payablefrom revenuesof utilities (includesbonds to be refundedin 2009). (e) Non-GO debt payablefrom JEDD revenuesand utility revenuesif necessary. (0 Non-GO debt payablesolely from nontax revenues. (g) Non-GO debt payablesolely from specialassessments. (h) Non-GO debt payablesolely from municipal income tax revenues. (i) Exempt GO debt expectedto be paid from revenuesof utilities or off-sffeetparking facilities' (j) Exempt GO debt expectedto be paid from the collection of specialassessments.

The City also plans to issue,from time to time, notes in anticipationof the levy and collection of special assessmentsand of the issuanceof bonds for various street,sewer and water improvementprojects. It is expectedthat consistentwith City policy thesegeneral obligation notes wiil be purchiseit by the City as investmentsin its Treasury InvestmentAccount. (See Special Assessments.)

- 100- It is anticipatedthat generalobligation bonds and bond anticipationnotes will be issuedduring 2009 to refundbond anticipation notes as those notes mature.

REVENT]EBONDS

The City hasissued revenue bonds for its WaterSystem and for its SewerFystq- (seeThe City - Water Systemand SewerSystem). Thesebond issuesare summaizedin the followins tables.

Water System Revenue Bonds

Principal Original Principal and Interest Principal Outstandingas of Payment Date of Issue Final Maturitv Amount Dec.31.2008 Due in 2009

January15, 1996 2012 $21,175,000 $10,135,000 $2,793,150 February1, 1998 2018 18,700,000 7,140,000 903,278 July1,2003 2014 28,045,000 16,100,000 3,443,100 August10,2006 2026 13,340,000 12,470,000 996,595 The WaterSystem Revenue Bonds dated January 15,1996 were issued to advance refunda prior issueof WaterSystem Revenue Bonds dated December l, l99l in the outstanding aggregat€principal amount of $19,090,000.The bondsdated February 1, 1998were issuedto reftnd a p?iorissue of WaterSystem Revenue Bonds dated September 15, 1987,$6,935,000 in principal amountof which was outstandingat the time the refundingbonds were issued.The bonds datedJulyI,2003 were issuedto advancerefund a prior issueof Water SystemRevenue Bonds datedMay 15,1994in the outstandingaggregate principal amount of $19,405,000.The Water SystemRevenue Bonds are payable from ihe revenuesof the Water System. They are ngt genglal o6ligationsof the City. TheWater System Revenue Bonds are secured by a mortgageon thatutility. In May 18, 2009, City Council authorizedthe issuanceof WaterworksSystem MortgageRevenue Improvement and Refrnding Bonds, Series 2009, in a principa,lamoy$ n9t t9 exceed$ZS,:00.00. Tlie bondsare to be issuedio refundall or a portionof the 1996and 1998 bond issueslisted above and to fund capitalimprovements for the WaterworksSystem. The bonds have not yet beenissued.

Sewer Svstem Revenue Bonds Principal Original Principal and Interest Principal Outstandingas of Payment Date of Issue Final Maturity Amount Dec.31.2008 Duein 2009

April 1, 1998 20t3 $19,140,000 $ 4,555,000 $ 872,810 DecemberI.2005 20t7 33,855,000 29,870,000 4.206.713

In April 1998,the City issued$19,140,000 Sanitary Sewer System Improvement and RefundingRevenue Bonds, Series i998, to financeimprovements to the SewerSystem q4 1o advancerifund a prior issueof SewerSystem general obligation bonds dated December 1, 1989,in

101- the outstandingprincipal^Syst&n amount of $7,800,000. In December2005, the C_ityissued $33,855,000 Sanitary Sewel Improvement and Refunding Revenue Bonds, Series2005, to finance improv-ementsto the Sewer System and to partially advancerefund prior issuesof !9y_er 9ytt9p reuiene bonds issuedin 1996, 1997 and 1998 in the outstandingprincipal amount of $30,065,000. The Sewer SystemRevenue Bonds are payablefrom the revenuesof the Sewer Systemand are not generalobligations of the City.

SPECIAL REVENI.]E BONDS

The City has issued $13,825,000 Waterworks System Special_Revenue Bonds, Series2000, dated as o? luly l, 2000, $15,550,000Waterworks System Special RevenueBonds, Series2002,, dated as of Sepiember1,2002, $13,825,000Sanitary Sewer System Special Revenue Bonds, Series2000, dated is of August 1, 2000, and $10,000,000Sanitary Sewer System Special Revenue Bonds, Series2002, dated-asof November I,2ffi2. These Special RevenueBonds are specialobligations of the City; they arenot generalobligations of the_City.These bonds are payable sblely first irom revenuesreieived by the CIty from joint economicdevelopment districts (seeJoint Economic Development Districts)-and then, if necessary,from net available revenuesfrom the respective municipil utility system, after payment of any debt service on revenue bonds for that system. The SpecialReveirue Bonds are sub6rdinateobligations to th9 City's revenuebonds issued f6r the Water Systemand the Sewer System,respectively. The City doesnot expectto have to use the utility revenuesto pay debt serviceon theseb-onds. See Joint Economic Development Districts for a table showing debt servicecoverage provided by JEDD revenues.

INCOME TAX REVENUE BONDS

Pension Bonds

ln May 1999, the City issued $10,090,000 of Pension Refunding Incope ^f1x RevenueBonds, Series1999 (the PensionBonds), to refund the obligation of the City to the Ohio Police and Fire PensionFund for employer's accruedliability. The refunding eliminatedthe Ci^ty's obligation to pay $738,365per year *rciugh 2035 to that Fund for the Cilyls allocable shareof the accruedliability. The City will pay, on average,approximately $708,000 in debt serviceper year through 2023 to retire the PensionBonds in2023.

As provided in the bond ordinancefor the PensionBonds, the City-will levy and. collect annually incbme taxes to first produce an amount sufficient to pay interest (and any p-re$iyr-n) on and principil of the Pension Bonds when due, and to meet the coveragerequirements included in the Trust Indenture relating to the Pension Bonds (the Indenture), and then to meet other obligations of the City to be dischargedfrom its income tax revenues. To securethe payment of the debt serviceon-the Pension Bonds and any additionalbonds issuedunder the Indenture,the City pledged its income tax revenues(the lncome Tax Revenues)to the Trustee and assignedand created a security interest in the Pledged Income Tax Revenuesto and in favor of the Trustee. The ^Pledged lncome Tax Revenuescomfrise -The all money in the Pledged Funds and all income and gro-fit {rqm tfe investment of that money. City has created two funds under the Indenture as Pledged Funds, the Bond Fund and the Bond ReserveFund. ThesePledged Funds are in the custodyof the Trustee.

The PensionBonds do not and shall not representor constitutea generalobligation debt or pledge of the faith or credit of the City. The PensionBonds are special obligations of.tle City payiablJsolelyfrom the income tax revenues.The holdersof the PensionBonds have_no.right to have-taxes,other than the City income tax, levied by the City, the Stateor the taxing authority of any other political subdivisionthereof for the paymentof debt serviceon the PensionBonds.

-t02- The City has agreed in the Indenture to pay the Trustee the following amounts of Income Tax Revenues: (a) to the Bond Fund, on or before January15 of each year, an amount sufficient to pay debt servicedue and payableon the PensionBonds for the then cuyen! year lqs.s any amountr ttr6r remaining in the Bond Fund after all debt servicefor the prior year has beenpaid, anit (U) to the Bond ReserveFund, nothing unlessrequired by the lndenture.

Holders of the PensionBonds do not have a security interest in the Crty's Income Tax Revenuesother than the Ptedgedlncome Tax Revenues. The City is permitted to and intends to use its Income Tax Revenuesfor other lawful purposes,including but not limited to the_payment of City generalobligation debt. See City Debt and Other Long-Term Obligations. Under the "may Indeniuri, the City issue additionai bonds, although the Ciiy has no plgselt expectationof doing so. The tndenturi also permits the City to incur other obligationsP.aY{bl9 from and secured Uy a"pteAgeof Income Tax R^evenueson a farity wlth the PensionBonds, inclgding any.geleJ{ ol,tigitiotibonds of the City, any City guarante6sof debt or other obligations (such as th9.C!9 Bon"ds)that are securedby i pledge of Iicome Tax Revenues(Parity Obligaliglp). As Pf^o{de{.in the lrdenture, the City miy iisue-aOaitionalPension Bonds or incur Parity Obligations if. the City can demonstratethat the averageannual Income Tax Revenuesfor the previous two calendar years' taking into accountany incomJtax rate changesthen in effect, aggregale-atleast.3007o (3.0x) of the largeit amountrequired to be paid in any sucieedingcalendar year to(i)_be paid into the Bond Fund of any to [uy debt service on all PensionBonds to be outstandingimmediately 4e{ the_is_suance additional bonds and (iD pay^ all required paymentson ouistandingother eqilV Obligations. I." Municipal Income Tax. The coueragecilculated for 2008 is I,l73Vo (11.7x). SeeIncome Tax Revenue Bond Debt Service and Debt Service Coverage.

General Oblieation Bonds

The City has issuedgeneral obligation bonds and bond anticipationnotes for various improvementssecured with a pledgJ of income tax under Section 133.05(BX7)of the RevisedCode, wiih aggregateoutstandpg -prllcrpal of $70,873,296. Those bonds and notes were issued for vanous purposes rncludin!: Convention Center, Community Centers, lnventure Place, Justice Center Piazi,Fire Departrnlnt Facilities,Motor Vehicles, Streetlmprovements,Municipal Facilities and RecreationalFacilities. SeeDebt Outstanding - Debt TablgA. Although not securedunder the lndenture, those bonds and notes are on a parity with the Pension Bonds and are "Parity Obligations" as defined in the Indenture. For purposes of determining .whether the cov_erage requirement in the lndenture is satisfied prior 1o the issuance of additional bonds or -Parity Obiigations, the City will include ttre aggrelate amount of Income Tax Revenuespledged by the City to pay debt serviceon theseParity Obligations.

Guarantees

In 2001, the Summit County Port Authority (the Port Authority) issued$14,646,070 of revenue bonds to fund, in part, the renovation, expansion and equipprrqgof the Akron Civic Theatre(see Central BusinessDistrict (CBD) Development Program). Theserevenue bonds are to be paid from a County-wide bed tax. As part of a Cooperativeagreement betwgel the City, the County, the Port Authoiity and the Akron Civic Theatre,-theCity has grraranteedthe payment of debt s;rvice on thesebonds but only from its income tax revenues.The Guarantyby the City is.not a generalobligation of the City. Under the cooperativeagreemen!, the County's bed tax collections thit are not nieded to pay deb,tservice on theserevenue bonds will be palq !o thg C1ty.^fhe City's guarantyof debt servicecommenced in2004 and extendsthrough 2033. Althougl_rthe City expects ihat the-debtservice on thesebonds will be fully paid from the 6ed tax revenues,the amount of that debt servicewill be included in the coveragecalCulation for all bonds payablepursuant to a pled-ge of the income tax revenuesincluding the FensionBonds, certain generalobligation bonds and the CLC Bonds. SeeIncome Tax BondDebt Service and Debt Service Coverage.

103 - Communitv Learnine Centers (CLC) Bonds

As noted in Education - Akron City School District and Municipft_lqloTe T31 the City, pursuantto uoi"i approval,increased its income tax rate by an additional0.25% (the CLC nt.o-d T'ax) effective Januiry 1,2004. The revenuesgenerated by the CLC.Income Tax are to be usld solely io fund Communlty Leaming Centers, iniluding payment of. debt service on bonds (the issuedfor ihat purpose. The Ciiy in the Trust Agre.-"1! securingthe CLC Bonds irust Agreement) not to suffer the"ou"tt*ited repeal or the amendmentoq *rg_C4y]s income tax ordinances in uny *ulithat *aietiu[y and adverselyimpairs the securityf9r the CLC Bonds. In January2004, the Tax RevenueBonds c-iiv iri".o$zii,ooo,doo city of Akron bommunity Learning Centerslrcome fdr'5Ct-C Bonds) to fund the initial phasesof the Community Learning Centersproject.

The City will levy and collect annually income taxes to -p-roducean amount sufficient to pay debt sehice on the CLC Bonds when due and to meet other obligatio$; of the City io U" Oit"fr*'g"i from its municipal income tax revenues(the Income Tax Revenues).To securethe puyr"""t of fie debt servic" otr th" CLC Bonds including additional bonds issuedunder the Trust and if."-""t, the City has pledged^t" its Income Tax Revenuesto the Trustee and has assigned a security iriterest ;d in favor of the Trustee in al_!qongy_in the P]edggd Funds and all "iEut"a;;;; *O p.ont from the investment of that money (thg_fl.edg9{ hrqome.Tax Revenues). lhe City has .rrolt"d two funds under the Trust Agreement as Pledged Funds-the Bond Fund and the Bond ReserveFund. Those PledgedFunds are in the custody of the Trustee..The Bond Reserve Fund will not be funded unless anl until the City fails to meef the coverageratio as provided in the Trust Agreement.

In the CooperativeAgreement, the School Districthas-agreedto transfer$3,000,000 each year to the Trustee for deposit in the Bond Fund (the School Contribution)- The .School Contribution is to be made in two installments ($1,500,000 on or before February15 and g1,500,000on or before May 15) eachyear from 2004 through?031or until all the CLC Bonds are fufy pala. The City intendi ttraitatt debt serviceon the CLe Bondsvill be paid from the income tax revenuesgeneraied from the CLC lrcome Tax (the CLC lncome Tax Revenues)and the annual School Contri-bution(collectively, the CLC Revenues).If for any reason,that dlQt servicecould not be paid from those ,o*""r, it wiil be paid^the from other Income Tax Revenues. The City-has-agreed in ire Trust Agreement to transfer to Trustee for deposit in the Bond Fund from CLC lncome Tax Revenues,-anamount sufficient to pay debt servicedue and payableon the CLC Bonds for the then current year taking into account the School Contributiott und *qy amounts then remaining tl the Bond Fund after aftebt service for the prior year has been paid. The transfers are to occur well in advanceof the debt servicepayment dates.

The CLC Bonds do not and shall not representor constitute a general obligation.debt or pledge of the faith or credit of the City, the School District, the State9r qny political subdivision the?eof] The CLC Bonds are specialobligations of the City payable9olely {ro-mthe CLC Revenues and the Income Tax Revenueiof the Cit-y. The Holders 6f tfre CLC Bonds have no righl to have taxes,other than the City income tax, levied by the City, the School District, the Stateor th9 tq-ittg service on the CLC uutfrority'Holderi of any other political subdivision thereof for ttre paymentof debt Bonds. of the'Bonds do not have a security interest in the Ctty's Income Tax Revenues other than the Pledged Income Tax Revenues. fn-e City is permitteg tg *9 intends to use its lncome Tax Revenuls for other lawful purposes,including buf not limited to the payment of City generalobligation debt. SeeCity Debt andOther Long'Term Obligations.

The City must meet a coveragetest in order to issue Additional Bonds under the As noted above, Trust Agreement(tfre AOaitionalBonds) andin order to incur Parity Obligations. 'Tax Income Parity dbhgationi are other obligations payable from and secqeq -pV a nledge.of Reve'nuesoi a parity with the Cf-lC gondi, including any generalobligation bonds or notes of the

t04 - City additionally securedby a pledge of Income Tax Revenuesand any guaranteesof the_City securedby a pledge of the Income Tax Revenues. Parity Obligations are not securedby the Trust Agreement or the PledgedIncome Tax Revenuesunder the Trust Agreement. The coveragetest under the Trust Agreement for both Additional Bonds and Parity Obligations requires the City to certif,'that the averageannual Income Tax Revenuesfor the previous two calendary€ars,.tuking into account any income tax rate changes then in effect, aggregateat least 300% gf the largest amount required in any succeeding calendar year to (a) be paid into the Bond Fund 1o pay debt serviceon all CLC Bonds to be outitanding immediately after the issuanceof the Additional Bonds and (b) pay all requiredpayments on outstandingParity Obligations.

A secondcoverage test is also requiredto be met in order to issueAdditional Bonds under the Trust Agreement. For each of the years that ill CLC Bonds will be outstanding,th9 projected CLC Revenuesmust equal an amount not less than l00Yo of the debt servicedue on all CtC gonds in each correspondihg year. For this second coveragetest, (a) the projected CLC Revenueswill be computedbasedonthe actual CLC Income Tax Revenuesfor the precedingyear as increasedannually at a rate not to exceed2.5Vo per year, and (b), if necessary,an amount from the AccumulatedCLC Income Tax Fund will be included in the CLC Income Tax Revenuesfor the purposesofthis test and allocatedto pay debt serviceas neededfor eachofthose years.

Income Tax Revenue Bond Debt Service and Debt Service Coverage

The following table setsforth past and projected debt service on bonds, notes and other obligations outstandingas of December31,2008 that are subjectto a pledge of and payable from the Crty's income tax revenues. Debt Service Payments Pledged With Income Tax Revenues Year CLC Bonds Total

Bonds(a) Bonds Guarantees(b) Total 2004 $6,984,903 $msm $ 717,088 $8,4-lo,069 $12,434,rr5 $20,844,I 84 2005 6,962,245 706,963 736,003 8,405,21r 12,976,763 2t,381,974 2006 6,224,197 705,163 754,188 7,683,548 13,217,063 20,900,611 2007 6,767,068 707,658 776,563 8,25r,289 13,528,063 2r,779,352 2008 6,948,758 709,2r8 792,913 8,450,889 13,966,413 22,417,302 2009 6,963,72r 704,980 818,293 8,486,994 t4,35',7,288 22,844,282 2010 8,558,362 704,973 837,293 10,100,628 4,763,798 24,864,426 l r8 9,645,194 5,173,288 24,818,482 2011 8,080,943 't07,258704,133 860, 2012 8,012,143 881,508 9,600,909 4,960,788 24,561,697 2013 7,520,133 704,088 901,285 9,125,506 5,564,538 24,690,044 2014 6,210,558 707,563 924,625 7,842,746 6,053,538 23,896,284 3,690,288 21,07r,634 2015 5,726,996 704,725 949,625 '1,392,8627,381,346 20r6 5,714,399 705,838 972,625 3,619,700 21,012,562 2017 5,680,886 705,638 997,625 7,384,149 1 5{? 561 20,936,712 20r8 5,495,783 704,125 r,022,625 1") \7? 3,488,088 20,710,621 2019 5,3r3,926 706,300 1,047,625 7,067,85r 3,435,488 20,503,339 2020 4,556,548 704,700 1,072,625 6,333,873 3,388,450 19,722,323 2021 3,862,040 706,913 r,097,625 s,666,578 3,362,950 19,029,528 2022 3,480,607 707,700 t,127,625 5,3r5,932 3,341,700 18,657,632 2023 3,321,762 707,063 1,153,200 5,182,025 3,328,'700 18,510,725 2024 2,454,012 I,180,750 3,634,762 3,317,700 16,952,462 2025 2,451,762 1,210,000 3,661,762 3,317,700 16,979,462 2026 2,448,762 r,240,675 3,689,437 3,412,200 t7,101,637 2027 2,451,887 1,342,500 3,794,38'7 3,305,450 17,099,837 2028 2,454,112 1,371,000 3,825,rr2 3,306,200 17,13t,312 2029 2,020,437 :: 1,405,750 3,426,187 3,368,000 16,794,r87 2030 r,436,250 1,436,250 3,374,500 14,810,750 2031 1,467,500 r,467,500 3,389,500 14,857,000 2032 :: 1,499,250 1,499,250 3,40r,250 14,900,500 2033 :: t,496,250 1,496,250 3,408,500 14,904,750

(a) Includesbond anticipationnotes. (b) To date, no payments have been required on any guarantees.

- 105- The following table setsforth information on Income Tax Revenuesand debt service on bonds, notes and other obligations outstandingas of December 31,2008 that are necessaryto determinethe applicablecoverage requirements related to the PensionBonds and the CLC Bonds as discussedabove.

Income Tax Debt SerryiceCoverage

2005 2006 2007 2008 lncome Tax Revenueslay: 2.00% Income Tax $105,080,466$110,533,570$114,263,468 $118,469,586 0.25%CLC IncomeTax 1I,657,460 13,023,611 13,840,152 14,639,891 Total lncome Tax Revenues $116,737,926 $123,557,r81 $128,103,620$r33,109,477 Debt Servicelu;: HighestNon-CLC Obligationslc; $ 8,405,211 $ 8,251,289 $ 8,25r,289 $ 10,100,628 Highest Total Debt Service $ 22,407,539 $ 22,407,539 $ 22,843,989 s 24,864,426 Debt ServiceCoveragela;:

CLC Bonds 52t% 55r% 561% s35%

PensionBondsle; l,250yo 1,3400 l,385yo l,l73yo

(a) Annual average for most recent two years (the year indicated at the column heading and the preceding year). See Municipal Income Tax. For purposesof this table, the coveragetests are determinedas of January I of the year following the year indicated. (b) Projectedhighest total debt service;see prior table. (c) Basedon the highestprojected debt serviceas ofthe then currentyear. (d) Average income tax revenues divided by highest total debt service. Under the Indenture for the Pension Bonds and the Trust Agreementfor the CLC Bonds, the coveragerequired must be at least300%. (e) Excludesdebt serviceon CLC Bonds and CLC Income Tax Revenues(which are specifically pledgedonly to CLC Bonds). Since CLC Bond debt service is fully paid from CLC Revenues,it does not impact the coveragefor the PensionBonds; otherwisethis coveragewould be the sameas for the CLC Bonds.

The following table sets forth the debt service and revenue information necessaryto determine coverage under the CLC RevenuesCoverage Test provided in the Trust Agreement for the CLC Bonds. CLC RevenuesCoverage is provided for 2005 through 2008 and projectedthrough 2013 basedon ctrrent information. It is expectedthat Additional Bonds will be issuedprior to 2013.

[Remainingportion of this pageintentionally left blank.l

-106- CLC Revenues Accumulated CLC CLC Bonds CLC Revenues Year Debt Service Tax Revenues(a) Contribution Revenues(a)ftXc) Coverase(d)

2W5 $12,976,763 $13,104,103 $3.000,000 $ 7,237,086 l24Vo 2006 13,217,M3 12,943,119 3.000.000 9,244,760 12r 2007 13,528,063 14,737,r85 3,000,000 12,593,017 131 2008 13,966,413 r4,542,597 3.000.000 15,709,690 t6 2009 14,357,288 14,542,597 3.000,000 18,395,000 t6 20to 14,763,798 14,688,023 3,000,000 20,778,735 I7 20tl 15,173,288 14,834,n3 3,000,000 22,940,350 18 2012 14,960,788 14,983,252 3.000,000 25,462,815 r20 z0t3 15,564,538 15,133,085 3.000.000 27,531,361 n7 2014 16,053,538 15,284,416 3.000,000 29,262,239 T14

(a) Assumesno increasein CLC Income Tax Revenuesfor 2009, but then a l.}Vo annual increase,be-ginning in 2010. The Trust Agreement for the CLC Bonds permits the projection of annual increasesof tp to 2.57o per. year. (See also Municifal Income Tax.) There can^be no assuranCesthat the CLC Income Tax Revenues will increase as projected. (b) in 2OOgand each year thereafter,$500,000 is subtractedto cover possible other ClC-related expenses. To the extent suchamountis not required,it will remain in the AccumulatedCLC RevenueAccount. (c) Actual through 2008; estimated for 2009 and thereafter. (d) The CLC RJvenues, plus, if necessary,an amount of the Accumulated CLC Revenues needed to meet coverage, divided by Bond Service Charges in-each year. Under the Trust Agreement for the CLC Bonds, the coverage required iir order to issueadditi6nal CLC Bonds is at least 1007o. Since the CLC R9v9_nqe1as projected,provide in excessof IOOVaof annualBond ServiceCharges, use of the AccumulatedCLC Revenueswould not be require-rl."onerage Adding the Accumulated CLC Revenuesto the eLC Revenuessubstantially increasesthe coverage in any one year. NONTAX REVENUE BONDS

The City issued $35,000,000City of Akron Nontax Revenue Economic DevelopmentBonds, Seiies 1997, dated as of November l,1997 (the lllT Ngntg RevenueBonds), to finance the renovationof the vacant O'Neil's DepartmentStore Building in the central business district into an office/retaiVrestaurant/entertainment/parkingcomplex (see The City - Community and Economic Development Programs). The City issued$19,500,000 City v of Akron Taxable EconomicDevelopment Revenue Bbnds, Series 2006, dated December 15, 2006 (the 2006 Nontax Revenue Bonds),io acquire real property and, as applicable,to improve it for sale or lease for economic developmentpurposes in order io create and preservejobs and employrnent opporturyli"! The City also issued $20,t50,000 Taxable Economic DevelopmentRevenue Bonds, Series 2008, dated S6ptember18, 2008 (the 2008 Nontax RevenueBonds, and togetherAlth the 1997 Nontax Revenue^Bondsand the 2006 Nontax RevenueBonds, the Nontax RevenueBonds) to (i) acquire real property and, as applicable, improve it for use, lease or sale for economic development purposes^anO (ii) constru^ctand renovate buildings, parking facilities and related structuresand bthirwise improve the samefor use, leaseor sale for economic developmentpufposes, in order to createand preservejobs and employmentopportunities.

The Nontax RevenueBonds are specialobligations of the City payablefrom Nontax Revenues(including feesfor licenses,fines, interesteamings and other nontax sources)(see Nontax Revenues). They are not generalobligation debt of the City. The Nontax RevenueBonds and any additional bonds-(theAddiiional Bonds) issuedunder the trust indenturesapplicable to the Nontax RevenueBonds (the Indentures)are to be paid by the City from certain pledgednontax revenues. Holders of the Nontax Revenue Bonds do noi have a security interest in the City's Nontax Revenuesother than thosepledged under the respectiveIndentures, and the City is permittedto and

r07- intends to use its Nontax Revenues for other lawful purposes. See City Debt and Other Long-Term Obligations.

The City has guaranteedthe payment of certain third-party obligationsby_pledging Nontax Revenuesfor that payment. (See, for example, Goodyear Tire & Rubber Company Project.) To date,the City has not had to make any paymentsunder theseguarantees.

The City may, however, only issueAdditional Bonds under the lndenturesor incur other obligationspayable from and securedby a pledge on Nontax Revenueson a parity with those Nontax Revenue Bonds such as the guarantees or other nontax revenue bonds (the NT Parity Obligations) if the City can demonstratethat the averageannual Nontax Revenuesfor the previous two years,taking into accountany rate changesthen in effect, have aggregatedat least 1507o(with respectto the 1997 Nontax RevenueBonds) or 3007o(with respectto the 2006 Nontax Revenue Bonds and the 2008 Nontax Revenue Bonds) of the highest amount of (a) debt service on all outstandingNontax RevenueBonds (taking into account,with respectto the 2006 Nontax Revenue Bonds and the 2008 Nontax Revenue Bonds, the amount of Project Revenues,as that term is defined in the respectivelndentures for thosebonds, availableto pay debt service)and (b) required payments on the proposed Additional Bonds or NT Parity Obligations and any outstanding NT Parity Obligationsdue in any succeedingyear.

The following table setsforth the debt service on the Series1997 Nontax Revenue Bonds, the 2006 Nontax RevenueBonds, the 2008 Nontax RevenueBonds and the nontax revenue guaranteeobligations. The highest amount required for all Nontax Parity Obligations occurs in 2011. 199 Nontax 2006Nontax 2008Nontax Total Debt Year RevenueBonds RevenueBonds RevenueBonds Guarantees(a) Service

2m,6 $2,836,740 $ $ $ 662,402 $3,499,142 2007 2,834,350 1,513,910 987,744 5,336,W 2008 2,837,M0 1,554,436 301,34; 1,108,161 5,801,377 2W9 2,835,4ffi 1,527,66r 1,486,063 1,639,565 7,488,688 2010 2,833,800 1,550,886 1,486,063 2,011,581 7,882,329 20rl 2,8373W r,572,078 1,586,063 2,638,736 8,634,177 20t2 2,834,2N r,540,766 1,608,688 2,179,999 9,163,653 2013 2,834,500 1,584,453 l,&4,1w 1,834,879 7,897,932 2014 2,833,750 1,694,033 1,68r,194 1,711,329 7,920,3M 20t5 2,837,750 1,697,558 2,282,6n 1,021,229 7,839,137 20r6 2,836,000 1,693,333 2,282,429 700,889 7,512,651 20r7 2,833,500 1,701,633 2,282,685 700,889 7,518,707 20t8 2,835,000 1,694,133 2,282,0W 611,3@ 7,422,497 2019 1,688,748 2,282,079 581,522 5,715,393 2020 1,695,166 2,282,479 581,522 5,722,2rr 2021 1,696,250 2,282,758 581,522 5 1)? 574 2022 1,693,752 2,282,473 58r,522 5,720,791 2023 1,697,673 2,282,r81 581,522 5,724,420 2024 1,696,097 2,282,368 581,522 5,723,031 2025 1,695,313 2,282,441 581,522 5,722,320 2026 1,695,041_ 2,282,813 581,522 5,722,420 2027 2,282,818 581,522 4,027,384 2028 2,282,793 581,522 2,964,315 2029 581,522 58r,522 2030 581,522 581,522 2031 581,522 581,522 2032 58r,522 581.522

(a) To date,no paymentshave beenrequired on any guarantees.

108- The following table setsforth information on Nontax Revenuesand debt serviceon bonds and obligations necesiaryto determinethe applicable coveragerequirements related to the 1997 Nontax Revenue Bonds. the 2006 Nontax Revenue Bonds and the 2008 Nontax Revenue Bonds.

NontaxRevenue Debt ServiceCoverage 2005 2006 2W7 2008

Nontax Revenues(a) $26,486,944 $26,669,272 $27,53r,852 $27,174,294

Debt Service(u) $3,499,142 $5,985,975 $5,985,975 $8,634,117

Debt ServiceCoverage (c) (d) 7577o 4467o 4607o 3157o

(a) Annual averagefor most recenttwo years. SeeNontax Revenues. (b) Projectedhighest total debt service;see prior table. (c) Average Nontax Revenuesdivided by highest total debt service. Under the Indenture for the 1997 Nontax Revenue Bonds, the coveragerequired must b6 at least l5o7o. IJnderthe Indenturesfor the 2006 Nontax RevenueBonds and for the 2fi)8 Nontax Revenue Bonds, the coverage required must be at least 300Vo, bttt includes any Project Revenuesas Nontax Revenues. (d) Does not include any Project Revenuesfor the 2006 Nontax Revenue Bonds or the 2008 Nontax RevenueBonds.

LONG.TERM OBLIGATIONS OTIIER THAI\ BOI{DS AI\D NOTES

OWDA. ODOT. ODOD and OPWC Loans

The City has entered into loan agreements with the Ohio Water Development Authority (OWDA), ttr-eOfrio Department of Transportation(ODOT), the Ohio Department of Development(ODOD) and the Ohib Public Works Commission(OPWC) for its Water Systemand Sewer System, for other public improvements and for certain economic development projects. Theseloan agreementsare surnmarizedin the following tables.

[Remainingportion of pageintentionally left blank.]

-109- Annual Outstanding Principal & Final Year of Amount as of Interest Payment Agreement Proiect Purpose December31.2(X)8 Payment Year OWDA 1982 Sewagetreatment facilities $ 1,242,227 $ 961,902 20r0 r995 Sewagetreatment plant 6,983,t43 1,176,439 20r5 computerization r995 Sewagecollection - 8,142,292 r,371,789 20r5 relief sewers 1999 Water mains - clean and line 78l,116 92,69r 2020 2000 Sedimentationbasin rehabilitation 5,716,185 626,574 2020 2001 Water force main replacement 188,183 58,041 20t2 2002 Water force main replacement r,254,841 341,785 20t2 2004 Post chemicalbuildins r,718,655 346,242 20r4 replacement 2004 Water meter replacement 6,079,40 997,645 20r5 2005 StorageBasin for CSO 8.480.526 1,57r,99r 20t4 Total OWDA $ 40,586,608

ODOT 2004 U.5.224 upgrading 2,513,932 460,955 20t4 2004 Bridge improvements 2,73r,218 500,796 20t4 2005 CascadeLocks Bikeway 2.008.634 320,270 2015 Total ODOT 7,253,784

ODOD 1997 Industrial Incubator Proj ect r95,034 $ 64,638 2012 2003 University TechnologyPark Project 945.032 $ 121,494 2018 Total ODOD 1.,r40,066

[Remainingportion of this pageintentionally left blank.]

-110- Annual Outstanding Principal & Final Year of Amount asof Interest Payment Agreement Proiect Purpose December3L.2008 Payment Year

OPWC 1994 SewerSystem improvements $202,41 $21,310 2018 1995 Water main replacements 531,682 51,208 20t9 r996 Main outfall sewer 498,996 45,363 2019 rehabilitation 1997 SewerSystem improvements 357,000 29,750 2020 1997 Streetimprovements 361,000 38,000 2018 1998 Streetimprovements 583,050 50,700 2020 1998 Streetimprovements 500,182 33,345 2023 1999 Streetimprovements 389,025 29,925 202r 1999 LakeshoreBlvd. outfall sewer 159,118 12,240 2021 r999 Bye Streetstorm seweroutlet 182,813 14,625 202r 2000 Post chemicalbuildine 693,625 44,750 2023 replacement 2000 Bridge improvement 223,770 16,576 2022 2000 Street improvements 82,350 6,100 2021 2000 Northwest storm sewer 313,555 21,624 2022 2001 Street improvements 617,842 4r,189 2023 2003 Street improvements 736,695 43,335 2025 2004 Bridge improvement 105,000 5,250 2028 2005 Street improvements 54,000 2,700 2028 2005 Street improvements r,690,200 93,900 2027 2005 Street improvements 716,903 37,732 2028 2005 SewerSystem improvements 159,830 9,133 2025 2006 Street Improvements 988,000 49,400 2028 2006 Street Improvements 170,570 9,220 2027 2006 Street Improvements 834,000 41,700 2028 2007 Street Improvements 836,200 41,810 2028 2008 Street Improvements 1,299,000 43,300 2039 2008 StreetImprovements 361,000 12,033 2040 2008 Street Improvements 225,000 7,500 2040 2008 StreetImprovements 861.700 28,723 2040

Total OPWC $r4,740,547

Where applicable, the paynents under these loan agreementsare required to be made from revenues of the appropriate system after payment of operation and maintenance expensesof the systemand the requirementsof any revenuebonds issuedfor that system. The loan agreementsgrant no security or property interest to the OWDA or the OPWC in any property of the City, and do not pledge the general credit of the City, or create a debt subject to the direct or indirect

- 1ll debt limitations, or requirethe applicationof the generalresources of the City for repayment. All of the OPWC loans are interest-free.

Certifi cates of Participation

Canal Park Baseball Stadium Project. hr July 2005, the City issued $32,065,000 Refunding Certificates of Participation, Series2005 (the Series2005 Stadium COPs), to advance refund the outstanding principal amount of a prior issue of Certificates of Participation dated November7, 1996. Those original COPs were issued as part of the funding for the Canal Park Stadium (seeCentral BusinessDistrict Development Program). The Series2005 StadiumCOPs evidence the owners' proportionate interest in the rent to be paid by the City under an amended lease-purchaseagreement-(the Amended kase). The obligations of the City under the Amended Lease, including making rental payments, are subject to and dependentupon annual appropriat_ions by the City. Tlie City's obligation to make theserental paymentsdoes not constitutea debt of the City within the meaning of any constitutionalor statutory limitation. The City has made such an appropriationfor eachfiscal year from 1997 through 2009. The AmendedLease, and the payrnents thereunder,continue through 20L6. The remaining aggregateprincipal componentis $24,750,000 and the averageannual payment over the life of the Series2005 Stadium COPs is approximately $3.57million.

Parking Facilities Project. In September 2005, the City issued $31,940,000 Certificates of Participation, Series2005-4 (the Series 2005-.4,Parking COPs), to finance and refinance the costs of constructing and equipping various municipal off-street parking facilities, including parking decks, gilages and surfaceparking lots. As part of this financing, the Series 2005-A Parking COps refunded $21,820,000of outstandinggeneral obligation bonds and notes of the City previously issuedto fund municipal parking facilities. The Series2005-A Parking COPs evidencethe owners' proportionateinterest in the rent to be paid by the City under a lease-purchase agreement(the kase). In December2007 , ttre City issued$19,610,000 Certificate of Participation, Series2007 (the Series2007 Parking COPs,and togetherwith the Series2005-A Parking COPs,the Parking COPs), to finance the costs of constructing and equipping certain municipal off-street parking facilities. The Series2007 Parking COPs were issuedas additional obligations under the Leasepursuant to a First Supplement[rase PurchaseAgreement. The obligationsof the City under the Lease, including making rental payments, are subject to and dependent upon annual appropriationsby the City. The City's obligation to make theserental paymentsdoes not constitute a debt of the City within the meaning of any constitutionalor statutory limitation. The City has made such an appropriation for each fiscal year from 2006 through 2009. The lrase, and the payments thereunder, continue through 2028. The remaining aggregate principal component is $46,830,000,and the averageannual payment over the life of the Parking COPs is approximately $13.58million. The City eipects thaf a portion of the paymentswill be made from revenuesfrom the parking facilities.

Other Oblieations

The City has a lease with the Ohio Building Authority for space in the Ocasek Government Office Building. The rent for 2009 is $166,125, and the lease term ends December2009 with an option to renew. This spaceis being used for City offices. (See Central BusinessDistrict Development Programs - State, County and City Projects.)

The City and County have entered into a prisoner housing agreementunder which the County housescertain prisonersfor the City in the County Jail (see Industrial Development Program - Sweitzer Avenue Industrial Development Project). The City's annual payments include an amount to pay debt serviceon a portion of the County's bonds issuedto construct and improve its jail facilities. The City's payment in 2008 was $5,429,020,including $508,820to pay

rl2 - debt service. The agreementcontinues until 2018 with an option to extend for an additional 25 years.

The City alsohas a l0-year leasewith l" SourceBank for the purchaseof automated trash trucks and trash carts to be used for its residentialtrash collection throughoutthe City' The leasecalls for a semiannualpayment of $576,486with the final paymentdue October 15,2016.

The City has no other long-term financial obligations,other than the bonds and notes and other obligationsdescribed above.

RETIRBMENT OBLIGATIONS

Presentand retired employeesof the City are covered under two statewidepublic retirement (including disability retireinent) systems. The Ohio Police and Fhe Pension Fund (OP&F) covers unif6rmed members of the pblice and fire departments. All other eligible City employeesare coveredby the Ohio Public EmployeesRetirement System (OPERS).

Employees covered by OPERS contribute at a statutory rate of I07o of earnable salary or compens^ation.The recent-andcurrent employer contribution rate is 14.007o. OPERS reports a totai unfunded actuarial accrued pension liability (bo*r !1a19 and local government employees,but excluding health care) of $4.9billion at December3L,2006, the most recent date as of which information is available.

OP&F-covered employeescontribute at a statutory rate of I}Va of gross eamings. The City contributesat rates (actuarillly establishedand fixed by the Of&l Board), applyllg^tg earnablesalary or compensation,of I9.57ofor police personneland 24Vo for fire p^ellorygl:.OP&-F reports, as of-Decembbr31, 2006, a total unfundeAactuarial accruedliability of $2.8 billion. In 1999, the City issuedIncome Tax RevenueBonds to refund the City's obligation for its unfirnded accruedliability, which was determinedin L967 when this Statewidesystem was established(see Income Tax RevenueBonds).

Federallaw requiresCity employeeshired after March 31, 1986 to participatein the federal Medicare program, which requires inaiching employer and employee contributions, each being l.45Vo of th-ewage base. Otherwise,City employeeswho are coveredby a Stateretirement systemare not currently coveredunder the federalSocial SecurityAct.

The City's current employer contributionsto OPERS and OP&F have been treated as current expensesand included in tha City's operating expenditures,excep tollle extent paid from the proceedsof the "Police and Fire Pension"levy referredto aboveunder Tax Rates.

OP&F and OPERS are not subject to the funding and vesting requirements of_the federalEmployee Retirement Income SecurityAct of 1974. BothOP&F and OPERSare createdby^ and operat6 pursuant to Ohio law. The Geneial Assembly could determine to amend the format of eitheifund and could revise rates or methods of contributions to be made by the City into the pensionfunds and revisebenefits or benefit levels.

In addition to the post-retirementbenefits provided by OP&F and OPERS,the City provides post-retirement health care and life insurance benefits, in accordance with union igreements and City Council ordinances,for retired employees. Substantially all of the Ci_tyls eirployees may become eligible for those benefits if ttrey.reach gormal retirement age while woiting for th6 City. As of becember 31, 2008, approximately\,925_retirees met_those. eligilility requireirents. The-City pays 1007oof the cost of health care and life insurancebenefits. These benefits are financed on-a pay-as-you go basis; as such, the cost of retiree health care and life

113- insurancebenefits is recognizedas expenditure/expenseas claims are incurred. For 2008, those coststotaled $4.498,01 8.

LEGAL MATTERS

LITIGATION

The City is a party to various legal proceedingsseeking damagesor injunctive or other relief and generally incidental to its operations. These proceedingsqe unrelated !o 3ly outstanding City debt, or ihe security therefor,br the permanentimprovements being financed. The ultimate diiposition of theseproceedings is not now determinable,but will not, in the opinion of the City Direct6r of Law, have a material adverseeffect on any outstandingCity debt, or the security therefor,or thoseimprovements.

Under current Ohio law, City money, accounts and investments are not subject to attachmentto satisfytort judgmentsin Statecourts againstthe City.

The City has been self-insuredfor liability coveragefor non-auto related incidents since 1985. The City has securedtraditional insurancefor other types of coverage,such as propgty insurance,airport 6bility, employee life, auto liability and boiler and machinery coverage. The City is assistedin its insuranceprogram by an independentconsulting firm that_writesno insurance, bufhas expertisein the insuranCeindustry. The City relies on the adviceprovided by the consultant m secunngany msurance.

BOND COI.]NSEL

The City has retained the legal servicesof Squire, Sanders& DempseyL.L.P,, .as bond counsel in conneition with the issuanceof certain bonds, notes and other obligations of the City. The City also retainsthe legal servicesof Roetzel& AndressCo. L.P.A., as bond counselfor ceriain other issues of bonds and notes of the City. I-egal matters incident to the issuanceof that debt and with regard to the tax-exempt statusof the interestthereon are subject to the respective legal opinions of thosebond counsels.

RATINGS

The City's generalobligation bonds are rated "4{-" by Standard& Poor's Ratings Services,"rq.r{-" by Fitch Ratingsand "A1" by Moody's lnvestorsService, Inc.

The ratings reflect only the respective views of the rating services, and any explanationof the meaningor significanceof the ratings may be obtainedonlyfrom the-respective rating service. The City fumistre-dto each rating servic-ecertain information and materials, some of which may not have be-enincluded in this Annual Statement,relating to the outstanding obligations and the City. Generally,rating servicesbase their ratings on such information and materialsand on their own investigation,studies and assumptions. There can be no assurancethat_ a rating when assignedwill continue for any given period of time or that it will not be lowered or withdrawn entiiely by a rating serviceif in its judgment circumstancesso warrant. Any lowering or withdrawal of a riting may [ave an adverse-effecton the marketability or market price oJ the outstanding obligationi. The City may issue debt for which a rating is not requested. Failure to furnish requestedinformation-and materials, or the issuanceof debt for which a ratmg is not requested,may result in the suspensionor withdrawal of a rating on outstandingobligations.

Lr4 - CONCLUDING STATEMENT

To the extent that any statementsmade in this Annual Statementinvolve matters of opinion or estimates,whether or not expressly stated to be such, they are mgqe as such and not as representationsof fact or certainty and no representationis made that any of those statementshave been or will be realized. Information in this Annual Statementhas been derived by the City from official and other sourcesand is believed by the City to be accurateand reliable. Information other than that obtainedfrom official recordsof tire City has not beenindependently confirmed or verified by the City and its accuracy is not guaranteed.

This Annual Statementhas been prepared and delivered by the City and signed for and on behalf of the Clty by its Director of Financein her official capacity.

CITY OF AKRON. OHIO

Dated:June26,2009 By: /s/ Diane Miller-Dawson Director of Finanoe

- 115- (..)

q

a 883 33 88 88381 I +$ii I U qnq o.q o. q qoo.q'ol 9 nql a -E"el $;8 FRKB 8a$el SsFll itol t--.{ r- + n .\! rO. n q - Nl .1 vl ooLi - iNl 6i dj.d N -.r 61 J ..1 + 6ali fi 6aal^r - .-t ool rn \Oll I

c.-\o tnO O co Ot=lnOl tn !nOll t--t--t-r \orn o\ s oF-o\ol $ olnil - ..1 ca t.- oO cn O O O\ oO \Ol ca Oi nll O €t c.i r- o .o r- \cj d o oi r- o.l di rl oll Ol -c\.n t.-ol O O\ ON+\Ol 6l O\..lll (.) cl .\^l .Q *q c n €:-,nl n o.!\o.ll 0) Nl d+,r; o r -: dl r- 'd-ill - d {.) a 6aalOl ol ool !n \Oll d

9 0) *. -!ne ooc.l .n oO Otr)OO\l \O tt-ll tr)NN -C.l 00 otl o\ N o\ooo\l c'l a c{ d} c.i 1sq 0o^ a" o" \ o^ o}l $" \o rll F-l tn00\o (no\ + + oo\rn-l o\ ++1l C) ol rn - oo t-- \o cn t..- c'l N c.l -l o\ I-- F-ll Ol O+co +ci O\ O.*-\Ol .'l (..) Nl d+6.i j + oi-j c.tl + ,j ill 6ci* N ool \a \oll !? li la al q) C) q) H rh \o nll .a\Ot-- .oO - \O -tl bo lt OoOa.lOl O\ - a OO\O -_F- $ t O_nqool to. s*il \ot J + ..i \d c.i ci Fi d oi cd c.;l d od c.;ll Ol t--.a\O .i- <- - :+ooN-l $ F- c.lll h Ol \O + t'- t-- cJ +. O. O. \O ool € \o r.)ll C) Nl -i+c.i 5- c{F ril @ tn $ll c{- ol F*l S rnll @li l4 al C) I ca q) ca tr- O\ ..:l tal O sF 85 8=8Rl = S$ll oo" a: \ 6l\O O\ { O\OO.+l t-- +-ll F--tn ,r; ,/i ri i o oi c> o1 i .d odll q.) o\<+n oO- ..) - OOO<.fl O, Sc-)ll L co sf, \o co Fr ooo-ol \9 r-q €lnjl a HI -i d ,ri + +;ll Nr 9 @ "sl t--tls 0) t6etl I O v U) -^AAA-|--rl I \OrV qcq O \O OOOOI co (ncoll q1r.i q c{ o. o, o. oo. o. .ol q 9 $\ + c.).{ o N o+o\ol o t--ooll".)ll rnoo\ -ta) co O\ ONOr-l t-- tnNll X rr)r+@ + n + v) o. v') o\ Nl +_ o.l t:ll *l od + c.i a co oo+ o.1 : 6dll \ol s sll a ti-il z t6atl

a

C) o !?

5 h q.)

.. q,) n& OJ () Y o= a a O (.) >!) : (.) ,9 () a hF lr !Y !e ta ;l E oD :. + Q d aa () (.) => x H !2 a) a'= u7. q o F a .u rF1 trh Ep () arl Oa q) {J F0{ +i C) OIJ (n qn (.) 0.) a) O oF Y? C) a 0) t l rrl =o u U) l:- () t: 0.) F x l:O 3 U lJ E -.-t-, --r- --r^. ---,ll- -rl 'iqt6 x =l - x )

a a

oO -l O\ oO ool \O O O\l O\ N cn N il Fr t-- \o oo co -l nl \o \O c.I co \o $l .ol co qdq qa* (n c-| + c.t ol '.)l oo =r ails" aqa 18 oi + c.i od F] o.il od - - o =l n$E !rl3 $sls =Nh lg $ a.l oo \Ol Sl c) oo ..ll O. v) crl \ og .ol ..1 \ - Q l.o" 6l t-- !n c.ll €l F- L co col \O t) l+ - * c.:l i +1 rol =f @ I lc'l tt€9 {) bo

c.l c.ll S O\ -l O \O Nl oo O ! O Ol n \O * c-.1 c.l Ol -l oo X - ca 0Ol - a- Ol oO o|\ -l O O r.) F- rlN rn 6t a.t ra col ool O trl ..)ol+. oo.lq .l+l\ nqo" l\ O\ O\ O + dl I--l \O FiridiCFil..i co 00 (n - o\l F-l + =l ;Kl8 KSIS 8$e ?** l8 - -l r- Nl O + 1n oo.."ll - \O.O. r: lq co €) + t-l O lJ dir;l \o r; l$ -jit..i ln -i $161+ e I lN I te c) L c) q) O -t - c.) \Ot or\ - oot O\ + oO O il o] O co - \O +l !f,| !n rar o.ll < c.) +l t-- v^} F-l a.t O - - rl .-) co - t- tn Fl tl c.l c) rl rAr N -l \o !n sfl o\ c.) c?)l c- - n 0o ls \O e{ co ot @l -l Or .l r.: C Fj 6i ool i + ..il \o od od ..i loi - c.) co co -l c.)l t-* el rr) col 0o e{ rnl 0o oo F-l tr) <- t-- - lco co l-- - O Nl +l O 'n - t.)l -l \O dl I-- c..rlo. Ql - ro. o. v? o. ro" l.J co \O c.i..il\cj"l c"i"nl ld -*N 'v) tl trtl .o ts 6 I lot I t6

() N (.) I o + ool N (..l Ol (..l ..) cal \O - cO 0O ool O r) r- t.> N \nl +l + q) ta) F-l c.) c{ Ol ei ..1 +l \O + ln O F-l oo \o o + N ol +l + (.) c.l Ol co $ ol $ o |,'-l t-- co F- 0o c.)l c\l co oo rn rn O\l rl O\ O\ (nl * =i tr-l - .?i ool - F- <- * '!.l N Fjod+d"o1 o1 oi 9) oa O\l oo \+ .ol oo co Ol + ..) O\ O O\l co - O\ oO O t--l ool i HI\o o.tl c\ o.ql q v?..1oq a"?\-l \ canQ.-c']l .nlq L I ci Nl \n ca lco - - N |tn ,nl F_l cO 92 4 I lc.] a I te

F- oil (l\ rn -l \O !n lnl O C.t .q \O col $ |r) co \o o oal c.tl - N tr) o\l + CO C.)l \O - Ol - O\ O\ - \Ol \O r* o t.) \o o\l o\l og c) I o\oilN - o\\l O :t -l rO F- F ca 'r)l t 6 ^l 6l e.i \Ol crll \9 F* ool \O + -l \O t-- Ol l-- O - \n Ol oa \O O\l \O \o \ol N c..l o\l - .o o\ o.l o\l .') €sisslnls c) X *I \o ..rl o\ o"ql c n"ol q 11t.ro.-l €" co \o cil * '.1 ool u-i 6 ca Nl \O .-) l.O - - N lt-) $l.olR F '@ z O : FI ci

I O Og 0) ,i q .x _o^ H (.) q.) (.) 23 a (,) u0 (.) !m c) a 6H c) F !? aE G (.) {.) u e. X (, -, O X O rrl O o - c) I O 4 aa I ;l q - o () {.) .? tr .!l () bJ" rrl O i F!+. (.) ,9 () ! =x ra X O O 0.) a C) ! t9 ' C) tr xv bo c.) SJH a ia c) U l o) r) ;<.- {.) l- tl 0) Ftx bo a h 0.) O a Q O (.) U) r E 9?X {) q ao x Yi, I h lr F= !? la tr rq 3 .FA- d.= U O O O - r) Y I O U) QOaQOQOIQ oo------^^-Alcl oi: E .1qoo.."eg.5.EEl;?3399?QQQlo : {XAY.F=.{14Ht!K=snRs88bfiE!E-<=.gE-E-EXq5-lq nl +gt Ec$n;s.$8Rli.j,.rsEre3R;rs .'=oo-'l; 5r-r-^^3^J3=R*'': lH gji L^, S-R--+ lS lC qi ang4t

otnt--F-\oooo $=N€*EFls"RHHg:$sqHEEEgflfilSl Hl =l "*Ee-EnR$l$Fssgg=$fl lF, eRprp;els Eeg{sE3+!Gag'd^i'riroorodrl =l q\qqv]".1 \ l.t q\o^r-oo^c.c..ilq -€Fc-r6lu?...,+.-\q\o;€-lq 8ll C) Fc{ tr-- c?) .o+o\..r +*K--

(,)

v) ssSS=gRilFlS ;88=N88ls SFSSK$KS;SRsnDElSl Sll q) :oo-Fo-+..i lc..l q\b.'o.-=l--l€" +.eoo.qnqqoo.v?0o.qa€n+lo.!l oll L br \o+vi+6odoeqi lFi oi+r-:t?HlS g€tRS$;;Nde€$Sflgl -lFl Fll =l -E3.qhaS.- lff \ff R 5.-o -1*- o.t-oo..,6, n?nelo.- q'o,;;' ijll Fo.,tr---+- lc.) -c..t c\l lt- c.) c-r*C- l3cl Wll 6l cgll L s N too lc.tl vll I ,,ttEJl q) rll * 6l t--QooI--€r:qqr\el$ ooll ol QN\a\g9slg 58RKR€lR$S8S-coool$l L SS.:AA"AEqq*. €Ef"E.r.r.r- \ti.?\o-.'lvl\o"-idt.JO-.'i'SEEl4flii Hl RRSg;gF'i lc'' odr,r;e$F#ln €$ss;HsSEflg$=SFlsl flll ;q-' \o.t.J\o.o. 1iK 18. 3$K$---1.1 o\o\r*c.r o..1 c.Jq€.q'nv.,a. I'l @Jl $oo(n--$N loo -ci a.] lt-- rq cocooo* l\al !al{ .F.ttals o:t loo lNl vll 0 q)

q.) a : F i a) a a C) e 9i () t c.) () O O U li oir ; r- F.l C) x d) (J U: € F (, € (J O G) 0) i,a (.) (.) ;l q q) c) (J g1 XU oo c) q) Oh CJ q) L (.) a'= lA () E: s - !2 h (/) O C) 6) ; e O z =!) € (n J4 L 6J .9) () h.9 oo (.) x.= U) U) q) x: a H € F: k rrl x .:z a q.) IJLI c) 6.) o ai: .Et ql (.) -Ac (.) rFl H() Y O EU) o d) c) }Y c.r.9 U I 3 q) >..9 F C) E q.) Xc! .9> a B .g Fr {.) a >d q (.) ^o lr lr rrl (n F a SH O U a J> U 6q) U () U) (n U) APPEI\DIX B: CashBasis Financial Statement SummarY

FISCAL YEAR 2M4

Balanceat Balance Funds Beginnins Receipts Expenditures at Close

GeneralFund ...... s 6,25'.7,&9.65 $141,470,930.s9$r42,882,134.r2 $ 4,846,446.12 SpecialRevenue Fund ...... 29,960,449.70 2',76,795,682.2r 279,178,115.70 27,577,976.21 DebtService Fund ...... 5,799,067.34 r42,466,529.74 t43,543,038.66 4,722,558.42 CapitalProjects Fund...... (33,975,183.82Xa1 83,66r,452.35 69,t96,15r.17 ( 19,509,882.64Xa) EnterpriseFund...... 14,317,857.10 95,9',79,566.60 100,094,11r.43 r0,203,312.27 InternalService Fund...... 4,54'.1,999.31 45,500,909.06 46,990,357.s7 3,058,550.80 Trust & AgencyFund...... 8.166.05 7.029.80 12.579.86 2.615.99

Total $26915p65.33 $785-882JO0r5 $78L896r1885t $30901J77,r7

FISCAL YEAR 2OO5

Balanceat Balance Funds Beeinning Receipts Expenditures at Close

GeneralFund ...... $ 4,846,446.12 $146,69r,71'7.s8 $145,859,748.27 $ s,678,415.43 SpecialRevenue Fund ...... 27,57',7,976.21 133,533,271.67 132,365,643.N 28,745,604.88 DebtService Fund ...... 4,122,558.42 144,185,147.7r 14,009,713.22 4,897,992.91 CapitalProjects Fund...... ( 19,509,882.64)(a) 70,997,064.46 68,230,689.74 (16,743507.92)@) EnterpriseFund...... 10,203,312.27 r04,315,192.84 104,418,165.85 10,100,339.26 InternalService Fund...... 3,058,550.80 45,282,849;79 47,826,7tl.l3 514,689.46 Trust & AgencyFund...... 2.615.99 rt.9t9.2l 9.919.38 4.615.82

Total $30p01177-u $64'.OU-163:X $@Jn5%59 $3L19&149.&1

FISCAL YEAR 2006

Balanceat Balance Funds Besinnine Receipts Expenditures at Close

GeneralFund ...... $ 5,678,415.43 $148,844,699.45$148,448,428.64 s 6,074,686.24 SpecialRevenue Fund ...... 28,745,604.88 138,068,245.29 t36,195,954.18 30,617,895.99 Debt ServiceFund ...... 4,897,992.91 rt9,68r,882.23 I18,095,982.10 6,483,893.04 CapitalProjects Fund...... (16,743,507.92)tat 57,312,823.32 54,061,273.56 ( 13,491,958.16Xa) EnterpriseFund...... 10,t00,339.26 94,926,535.55 92,332,588.99 12,694,285.82 InternalService Fund...... 514,689.46 47,t39,788.80 49,619,3',78.23 (1,964,899.97)(b) Trust& AgencyFund...... 4.615.82 2t.7tt.1r 7.747.62 18.579.91

Total $3-r9&149&t $605-995-6!615 s598.761.353.32 $4,ry$2=87

(a) Deficit a result ofcapital expenditureson numerousprojects for which long-term debt had not yet been issuedand delays in reimbursementof City's portion of project costsfrom Special RevenueFund until completion of various specialassessment projects.

(b) Deficit a result of delaysin chargesto variousdepartments and divisions in connectionwith self-insuranceprogram.

B-l FISCAL YEAR 2OO7

Balanceat Bahnce Funds Beginning Receipts Expenditures at Close

GeneralFund ...... $ 6,U4,686.24 $154,299,420.48$rs4,076,90r.72 $ 6,297,20s.W SpecialRevenue Fund ...... 30,617,895.99 t39,424,253.86 140,132,@9.88 29,9r0,099.97 Debt ServiceFund ...... 6,483,893.04 t28,875,243.26 129,46t,379.76 5,897,7s6.54 CapitalProjects Fund...... ( 13,491,958.16Xa) 75,185,896.35 69,s70,635.r7 (7,876,696.98)@) EnterpriseFund...... 12,694,285.82 85,958,055.72 88,199,517.89 t0,452,823.65 InternalService Fund...... ( I,964,899.97Xut 52,266,368.19 52,6',79,r9r.77 (2,377,723.55)@) Trust & AgencyFund...... 18.579.91 7.142.W 6.r24.49 19.597.42

Total. $4A2,e-A $636016J?936 $634J25.800-68 $a3BM-45

FISCAL YEAR 2OO8

Balanceat Balance Funds Beeinning Receipts Expenditures at Close

GeneralFund ...... $ 6,297,205.ffi $rs'l,323,34s.ss $1s7,058,201.90 $ 6,562,348.65 SpecialRevenue Fund ...... 29,910,099.97 150,982,018.25 155,497,728.38 25,394,389.84 Debt ServiceFund ...... 5,89',7,756.54 85,405,467.62 84,r22,32t.39 7,180,902;17 CapitalProjects Fund...... (1,876,696.98)(a) 78,975,738.43 84,483,699.23 (r3,384,657.78)@) EnterpriseFund...... r0,452,823.65 85,505,691.52 93,&2,269.65 2,316,245.52 InternalService Fund...... (2,377,723.ss)b) 53,623,502.85 56,M',7,829.40 (4,802,0s0.10Xb) Trust& AgencyFund...... t9.597.42 9.t21.00 5.605.14 23.t13.28

Total $42,323,062.0s $6rr,824,885.22 $630,8s7,6s5.09 $23,290,292.r8

(a) Dehcit a result of capital expenditures on numerous projects for which long-term debt had not yet been issued and delays in reimbursementof City's portion of project costsfrom Special RevenueFund until completion of various special assessmentprojects.

(b) Deficit a result of delaysin chargesto variousdepartments and divisions in connectionwith self-insuranceprogram.

B-2 r I r. $ ,*.];r,l"i-*j.,i:_J];.:."i.j' i l' i':.; "i,..,i.r-i #-- ,.*.:l APPENDIX C "'. F-. F. lp.

Creenprintfor Akron

2009 To the Citizensof Akron:

We arecaretakers of our land,our water,and our environment. We must makewise choices today, so that our grandchildren andtheir children'schildren have a safeand cleancitv and a prosperouscommunity.

That'swhy in August,2007, I launcheda new initiativeto create A letterfrom the mavor a "Greenprint"for Akron.Just as contractorsfollow blueprints to builda house;our greenprint helps us plan how we will buildan environmentally-friendlycity in the 21stcentury.

Wedid not createa new departmentor addemployees to prepare the extensiveplan that is summarizedin the documentyou are holding. It"rstead,we alreadyhad a well-establishedenvironmentally-friendly organizationin place- KeepAkron Beautiful - whom I taskedwith the job of spearheadingAklon's effort to bringgovernment, residents, andthe pfivatesector together to planfor the future.

f.lowimporta'lt is this task?As of toclay,915 mayorsfrom all 50 states havesigned the Mayor'sClimate Protection Agreement which was develolredduring firy term as presidentof the U.5.Conference of Mayorsin 2004.I was prouclto haveAkron be amongthe first to join.

Akrorrhas had a historyof creatingenvironmentally-friendly policies, evenbefore it wasfashionable. Fifteen years ago, Akron began curbside recycling.We developed the nation'sfirst electricgenerating anaerobic digestersystem at our WaterPollution Control Plant. We havebeen recyclingmotor oil andasphalt for years.

Thissummary defines the visionfor Akron'sCreenprint, and the smart goalsthat we will stiiveto meet.Each goal has clear and measurable objectives.For example, I want the cityto reduceour COzemissions from governmentoperations as well asthe communityat large,by 5% by2013,L0%by 2018, and 20'/oby 2025. These are aggressive goals, but Akronhas been at the forefrontof environmentalissues and I know we can leadthe way again.We will alsowork closelywith Summit CountyExecutive, Russ Pry and his SummitCounty 6reen Task force onjoint projectsto enhancethe environment.

Manyof our departmentmanagers have played a key rolein developing this planfor the 21stcentury. My thanks to eachof them andto PaulaDavis, President and CEOof KeepAkron Beautiful.

TheGreenprint is a livingdocument, and as we learnmore about climatechange and our rolein protectingthe environment,we will fine-tuneour planfor the future.I lookforward to workingwith you in showingthe nationagain, how Akron is a leaderin protecting theenvironment.

Sincerely,

DonPlusquellic, Mayor Creating a SustainabiIity OperatingSystem

Aswith anyplan, it is onlyas goodas the processthat developsit. lt is throughthis processthat the Citylearns to definegoals and guidelines and,basically, how it will accomplishwhat it needsto do.

Since2007 when Akron's Mayor Don Plusquellic first announcedthat the Citywould develop a sustainabilityplan and tappedKeep Akron Beautifulwith the chargeto leadthe process;community members, cityworkers, and localsustainability experts Affinity Consultants, Inc. havebeen working diligently to createa strategy.

KeepAkron Beautiful and the Cityof Akronutilize a securedweb-based Akron'sH istorical Connection intfanetsite for the decision-makingand implementationprocess. Thesite is an internalcommunication tool to inspirecollaboration and withits Environment promotethe efficiencyand effectivenessof the CreenprintPlan. Akronis a citydriven by imaginationmade reality. ln 1825,Akron becamea city onlybecause a few citizensimagined a canalcould be CuidingPrinciples cut throughits steepand follingterrain. From this birthAkron grew Akronhas chosen 7 GuidingPrinciplesthat will assistthe Citywith into a vibrantcity centerpropelled by the continuedimagination of movingtowards sustainability. The next step will befor the TaskForce its hardworkingpopulation and the wealthof naturalresources that to determineCity policies that will supportthe 6uidingPrinciples and surroundedthe hilltopcity. Akron's imagination took resourcesf rom provideopportunities to implementa strategicCreenprint path. the earthand turned them into energy,products, infrastructure, and ideasthat defineda regionand helpedsustain a countrythrough GuidingPrinciple One: Akron will reduceits climatechange impact. depressionsand wars. Canal City. Rubber City. Polymer City. Never beforehad a city grownso quicklyand Akron became overwhelmed by TIe CityofAkron hasestablished a baselineindicator of its greenhouse its multiplyingpopulation. Services and infrastructurewere pushed to gas(6HG) emissions, a humandriven factor that effectsclimate their breakingpoints and the naturalenvironment that hadblessed our change.ln 2008,two Cityof AkronEngineers were trained in how to city with its prosperitybecame threatened. Changes had to be made. gatherthe necessarygovernmental and communitydata and input it into the ICLEICities for ClimateProtection software to establisha In 1921,the AkronMetropolitan Park District began to acquireland for baselineyear for the Cityand the community'sCHC emissions. The preservationand eventuallygfew into the SummitCounty Metro Parks year2005 was selected as the baselineyear for the CHCICLEI survey that boastsover 9,000 acres and 4 millionvisitors. The City, along with becausethat wasthe yearthat providedthe bestavailable data. The KeepAkron Beautiful, contributes to the community'squality of life engineerscollated the data receivedfrom the sourcesand inputthe by maintainingJ.31- city parksites that compriseover 950 acres. data into the ICLEIsoftware program to generatethe report. JointEconomic Development Districts (lEDDs) have created an opportunityto correctinfrastructure issues that threatenlocal PaulaDavis, President and CEOof KeepAkron Beautiful, and Directorof waterwaysand wlldlife. The City began to recognizeits natural the CreenprintPlan has captured actions the Cityof Akronhas already resourcesas a part of its identity,its responsibility,and its keyto the implemented.Key successes will be quantifiedand, along with other future. communityfactors, input intothe ICLEICities for ClimateProtection softwareto offer an estimatedprojection of emissionreductions since Akronhas always seen a challengeas an extraordinaryopportunity. 2005.Estimating GHC reductions of selectedactions in the Planwill Hereis our nextchallenge: preserve and improvethe Akron assistthe Cityin understandingthe implicationsof currentpolicy and environment;contribute to a healthierquality of life for the Akron assistin reachingadopted GHC reduction targets. During this draft community;and growthe Akroneconomy to the bettermentof boththe process,the Citycommitted to a three-steptargeted reduction of the environmentand the community.What is our most promisingnatural Cityof Akron'sCHC levels from the 2005baseline. The reductions are resourceTThe people of Akron. 5'/' by 2OL3,10%by 2018,and achievea 20% reductionby 2025. GuidingPrinciple Two: Akron will implementefficient waste by communityresearch will additionallyprovide a strongbackbone to managementand wastereduction. thisguiding principle.

Reducingand reusingwaste, and to somedegree recycling, would GuidingPrinciple 5i* Akronwill promoteand seekthe developmentof reducegreenhouse gas emissions, which contribute to globalwarming, greenjobs. and impactclimate change. Additionally, waste reduction conserves raw materialsand reducesthe air andwater pollutionassociated with TheEnvironmental Business Journal notes that, in the UnitedStates in the extraction,collection, and processingof raw materials. 2005,the greenindustry was worth about5265 billion and employed 1.6 millionpeople in an estimated1l-8,000 jobs. lt is estimatedto be TheCity of Akronwill capturethe quantitativeaffect of its current growingat a rateof approximately5% annually. householdcurbside recycling initiative and success stories. These results will indicatethe disposaltrend and provide an opportunityfor future Akronhas always been on the cuspof innovationwith its historyin initiatives. the rubberindustry and its currentpolymer industry and biomedical corridor.The development of the City'sGreenprint Plan provides GuidingPrinclple Three: Akron will promoteenvironmental literacy. opportunityfor the promotionof the Cityas a green-friendly environmentfor newgreen industries. The movement of green TheCity will take environmentalliteracy a stepfurther in engaging industriesinto the areathrough the AkronGlobal Business Accelerator the community.This engagement will alsobe a tool in the decision- will providejob creationand retaingreen job seekersthat would makingprocess/guiding principle matrix. The engagement will otherwisego elsewherefor opportunities.The influx of newgreen includeinterviews and surveysof Akronresidents and Akron-area technologicalindustry will alsocreate competition and ingenuity businesses.These interviews and surveyswill gaugeperceptions amongexisting local industries. of and receptivenessto proposedCreenprint ideas and processes amongboth residentsand the businesscommunity in orderto aid Localgreen jobs would help to revitalizethe City'sstrong middle class, in planprioritization. This will allowCity officials to learnwhat the providepathways out of poverty,encourage new skills(and some new community'sresponse will beto certainCreenprint programs and thinkingabout old skills),and strengthenthe community,besides whichprograms the communityemotionally connects with and believes protectingthe healthof the planet. will bettertheir qualityof life. GuidingPrinciple Seven: Akron will encouragethe conceptof new GuidingPrinciple Four: Akron will institutean environmentally,socially, urbanismand regionalsmart growth. andeconomically responsible purchasing program. Newurbanism falls in linewith Citygoals on manylevels. This Theability to extendAkron's positive impact beyond City boundaries is engagementcan retainresidents, create community connections,' assistedby this guidingprinciple. Furthermore, reviewing purchasing developa strongertax base,and encourageinfill housing and job processesand understandingthe benefitsof responsiblepurchasing development- all leadingto anpconomically sustainable City. lt can opennew networksand partnershipsfor the City.Existing offersopportunities in cross-collaboration,with stakeholdersand purchasingpartners can be encouragedto developnew policythat the community,to resolvedevelopment issues, create planning and promotescorporate industry changes. Additionally, fresh innovative investmentguidelines, gain support leading to innovativestrategies, partnershipscan create opportunities for new resourcesfor the Cityby and ultimatelydefine a strengthenedcultural identity for the City. generatingstrengthened relationships with regulatoryagencies, the media,and the sustainablebusiness innovators. Furthermore,a citythat incorporatesthese changes has an opportunity to betterpublic health. A 2006study prepared fof the USGreen GuidingPrinciple Five: Akron will seekoutside funding sources and BuildingCouncil (USCBC), Congress for the NewUrbanism (cNU), maintainfi scalprudence. NaturalResources Defense Council (NRDC) and the participantsin the Leadershipin Enefgyand EnvironmentalDesign for Neighborhood Therole of citygovernment is to providebasic municipal services at the Development(LEED-ND) Core Committee focused on understandingthe lowestcost possible. Akron's goal is to maintainthis samerole while impactthe builtenvironment and development changes has on public cohesivelyimplementing sustainable actions. However, as an example, health.These improvements include links between air qualityfrom existingantiquated service rate structures might not complywith vehicleemissions and respiratoryand cardiovascularhealth, roadway this conceptand will needto be reviewed.Therefore, solutions must designsthat candecrease traffic accidents, walking and bikingpaths go beyondthe norm and creativelyfind the fundingto maintainbasic and increasedpublic transit use that canlead to improvedphysical services.The City government must bevery careful to identifybetween fitness,and howthese changes can create healthy social networks for basicnecessary services, short-term solutions, and the long-term the community. visionof sustainability.Not everythingthat providesan immediate cost benefitor avoidsa negativefiscal impact is a long-termbenefit to the Additionally,appealing to qualityof life standardsand creatinga city community. centerwherepeople choose to liveand companies choose to investis oneof the mosteffective ways to achieveenvironmental sustainability Opportunitiesin outsidefunding sources, including state and federal by reducingland consumption and the greenhousegases produced by earmarkedfunds, will be activelyresearched and sought.This will extraneoustransit. encourageaccountability, discipline, commitment, and completionof projects.Fiscal transparency and fundingprojects that areencouiaged CreenprintAkron: A sustainabilityplan for the City of Akron

GreenprintMission: EightSmant Areas Smart Area Goals CreenorintAkron creates an environmental partnershipto fostera sustainable,eco-friendly SmartEnergy & Emissions L. Reducethe total amount of electricityandfuel used In Cityc communitythrough education and leadership. EnergyEfficiency, Alternative Energy, Green Rooftops, 2. Researchand pilot alternative sources of energyfor Citys CreenBuilding, Energystar, Advocatlng for EnergyAudits 3. Promotegreen building practices through the comblned t 4. Striveto createa sustainableculture within the City that, energyefficiently. CreenprintVision 5. Developor supportprograms In the communltythat asslsts CreenprintAkron sets a visionfor a sustainable savemoney through energy efficiency. lmprove air quality b communitythat contributesto climateand 1. Promotewater conservation in Akron. environmentalprotection which will create 2. Establishprograms and policies that improve opportunitiesfor a healthierquality of lifeand waterquality. : WaterQuality & Conservation,lmproving Water & Wastewater economicgrowth. : Systems,Methane Recovery, Waste Sludge to Energy, Contlnuethe productlonand developmentof : StormWater Pollution Prevention alternativeenergy at the Waste Water Treatmentfacilities. Strive for energy conservation within Citiesfor Climate the Akron PublicUtilities Bureau ChangeCampaign l. Strive to recyclemore of Akron's municipal ICLEI- local governrnents for sustainability SmartMaterials & SolidWaste Management solid waste stream. Developsustainable procurement practices, EnvironmentalPurchasing, Curbside Recycling, Reducing policiesand procedures. Consumptlon of Natural Resources,Preventing Non-point Milestone1 SourcePollution 3. Limitnon-point source pollution from Akron's Conducta localinventory and forecast of roadsand highways. greenhousegas emissions.

SmartTransit ManageCity transportation fleet in a mannerthat Milestone2 limitsenergy usage. Adoptan emissionsreduction target. Mass/RapidTransit, Walkable Urban Neighborhoods,Bicycle Plan & Towpath Trails,Carpooling, Conversion of Municipal 2 Maintainan efiicienttransportation network. Fleets,Efficient Traffic Control a Aligntransportation plans and land use decisions Milestone3 to limittravel miles. Draftan actionplan to achievetarget.

Milestone4 SmartDevelopment i l-. Encourageneighborhood revitalization. lmplementan action plan. NeighborhoodRevitalization, Brownfi eld Recapture,Reducing i z. tvtodifyUuiiOing regulations and standards. Urban Sprawl, Land Banking,Adaptive Reuse,Histoi-ical i 3. Continueland reutilization. Preservation Milestone5 , o. el,gnland development standards. : Evaluaterepoft on progressand updateplans. 5. Curburban sprawl. : CreenprintCuiding SmartConservation of Natural 1. Preserveand improve the UrbanForest. Principles Resources 2. Preserveand conserve wetlands, and natural areas. UrbanForestry, Preserving Streams & Watershed, 3. Preserveand improve water and air quality. 1. Akronwill reduceits climate changeimpact. Maintainingand Expanding Open Spaces, Maintaining 4. Conservepublic green space. 2. Akronwill implementefficient waste MunicipalPark System managementand waste reduction. 3. Akronwill promoteenvironmental literacy. 4. Akronwill institutean environmentally, SmartCommunity Education and 1- Educatethe governmentand community about socially,and economicallyresponsible strategiesfor reducingglobal warming Promotionof Progress andconserving natural resources: purchasingprogram. EducatingYouth on SustainablePractices, Creenprint 2. Introducea GreenprintPlan for Akron. 5. Akronwill seekoutside funding sources lmplementationand Tracking,Clearinghouse for ClimateChange, Community Engagement, Promotion l. Promoteprogress towards the Greenprintfor Akron and maintainfiscal prudence. of School Recycling,Employee Training & Incentives. goalsand track targeted greenhouse gas reductions. 6. Akronwill promoteand seekthe development Commercial/lndustrialSupport of greenjobs. 1,. Increasethe numberof greenjobs in Akron. 7. Akronwill encouragethe conceptof new ; SmartGreen Jobs urbanismand regionalstart growth. : GreenJob Recruitment, Promotion of the Creentech : Incubator,Providing Creen Skills Training Locally : GreenEconomic ldeasThat Are Working Hew lnitlatives StimulusProposals

green I buildinss and facilities, UsinS the 2005 baSeline Vear data. : LEED(Leadership rn EnergyaDd Envlrgnnrental EnefgystarPortfolio Managerto tfack Install rooftops at the Landmark Buildlng ICLEI2005 and the CascadePa.king Deck.whlch would be : Design)builriings in Akron. Ohio: Akron Zoo ifirprDven)ent5in energy use from the es. . Komodo Kitlgdom, Metro Parl(sRdnger Sta{ioil/ uaserrtlesurvey. CascadePlaza. SeiberlinqNdtureRealm, WAC Fir5tEnergy,MEIRO " Reviewedald renstued 5eruiceDepartment Antl LEDlighting replacements:complete all tiafffc ngDepartment. i RTAtnter-modalTransitFdol'tv,sttMN:rional ldli,rgPolicy. signalscitywrde, retroflt all city parking decks, Invenlors Hall of Fame Middle S(hool vard lights, street lighis and clty owned lights. ReaurfedLftD (.ertrhcali(n1tor d ilew otitce park Complete retroflt of pdrkrng deck tiglrts to LED to he bullt rn White Pond Drive throuqh the lob (LrghtEmitting Diodes)al AkroD Centre sill)er Rondvliit{i \jatr progrdm. ;',,"-*:"';ffi;; ;";' :- ''' -' Block. .JointEconomic Development Districts (.lEDDs) f..oilv.lrlthe renilinintl lwo-rhirds oI the Aloon Coml)rncdsewer overflow 5eparationprojects, enable the city to reinvest flrnds into watef (oflprr91 ln(ilitV ovcr trJthe Ail'rrirohi{:DiUe!1.io11 slorage, ald addition treatment, projects,n prorlillifr8 elcLljiiitv for 1Jl{l and sanrtary5ewer townshrl) :jerv,(.e Svslqrr l{fiil. ll{rihi the 0hio C;rnalTunnel. aging septic systemi. areas-eliminating l)irrcl ilnd rain rliilj.5 for inli;lll;ltior R.rin tjarckrn t,rni1{fy Jnwer5| econstruction ard (Cuyahoga inair)tiillail(tr ilt horllgli. ConstructedRack 40 Street) 5k)nge dnd f0h/hilit;li i(m. Basinto capture up to 10 million gallons of I'IDrtd phafrnn.ettic,rls rolkll.iorl 9ve.jt. combined sewer overflow during major raif, Water firdin feplacementsand sLrbstation events. Provid.?Ilome tc5i5 10f lrjitkifltjl.Jile1.t, pran)ote irquipn{f[t replnfll[ultt5. w;rter waite ti05.

vL.nue\, pil(.llr5e waste orl burntng fumace fof Motor : Automated curbslde recyclingwith Smart Carts Providere.ycl;ng receDtaclesnt DUbli.; d householdparticipation pafkr. Commurrityl.e-ariling Centeri rld nerlry LquiDment. Down5 SDonsorin-house procurenlerttfdras i iffif..oot'ntt""t'ng lnstall solar for ehftncrtyat the Muntcipal that educate department managersdbout eco- l)aqel5 : Hot in Placeasphah recyclingmachines reduces Celrl(:ton lripleti Boukrvard. f riendly alternatives. gsemissionsby : greenhouse 55%. Pilol the lse of wrnd turlrrnedt the Municrpal Reduceharmful appllcatlonsof sait on roa('ways "i city curbside recyclinBprogfam expanded to Ccnter t(r realuceele( tr t(.dl(:o5ts. i by using brine solutions,.geomelt and calctunl ' accept plastics, resins. all #1-7 chlofide. BUil(ld nrw lrdrl)/reey( liilg rrdnsfer Slation that would ol)scurelhe tfan\fe( Dt trash frorr resrdeot! and be burlt to LEEDcertihcation. : guild fueli'rg : Installed3,200 red LEDbulbs in traffic signals. Last link on the Ohio & ErjeCanal Towpath will be a CNC station. from wilbeth Roadto Waterloo In South Akron as ServiceDepartment re-is5uedtheif Anti-ldling Purchasereplacement equipment for 3 L ton : the towpath stretchesfrom Clevelandto Zoat. : Policyfor enforcement. chassisthat are CNOcapable. Eike Aboardl Program of the cuyahogaValley : Constructioncontinues on the Ohio & ErieCanal Replacecity fleet cars with extended fange Scenicrailroad bring5 park visitors into the Towpath for bikers and hikers through downtown electric, plug-in hybrid, batt€ry electric B.E.V : NorthsideTrain Station. . Akronwiththe bridge linkfrom Beechstreet. hybrid. Police has two Bike Units. Akron DeDartment Euild the necessaryeleqtrical outlet infrastauctufe. : Purchase4 plug-in alternativefuel trucks and " " three hvbfid mowers for PublicWorks- i';;;;";;;;;;;;;;;;; i;; ;;:;"; Encouragenew in-fill housing in existlng Seiberllngenvironmental cleanup for S40 million . Ohlo Fund and uS EPAgrants since 2003 for neighborhoodg. mrxed-useconfeience center. adjacent to new Brownfleld cieanups. Coodyeaf Corporate Headquartergr to retain and : Continue concentratednelghborhood grow localJobt. : Sustainabledevelopment in{tiativeshave rehabilitationand warver defr olitlon programs. . Acquisitlon,assembly and preparatlon of resultedin North5ldecondos. Splcef Village for houslng Establishenergy efficiency standards property for Wrlbeth and Main neighborhood/ : Townhomes,and 2 Akron Metropolitan Housing projects that Includecity investment. milllon : Hope Vl grant projects, businessdevelopment around new 584 Createa Brownfield inventory program. Bridgestonelnternatronal Tech Ceoter. : Hlstoric Dreservationis important adaptive reuse : of buildlirgsdowntown likdtheo Nell r building, Promote use of land banking to assemblevacant Preparingthe 23 acres of urban industrial pafk . the Troppe Hlstoric District,and the Quaker land for redevelopment. land with extension of utilitjes and grading for :.::::l:T3lT. :::".'.':'ll.i:l:'11 ...... f of mer Brown-Gravessite. project. : Forestto Furnishingsrecycles remnant5 of th€ Ihe city is in the processof inventoryingthe Bath Road erosion control canopy using the l-Tree software. Urban Forestinto architectural moldings and urban Providegreen landscapingfor Lock 1, Lock 2 and hardwood flooring. the city is completing the landscapeplan for the Lock 3 along towpath. policy of no-mowing on the expressways. Flowe15capesin downtown Akron have new Demolish RubberBowl and restore green space provided 28 years of professionalpublic Iand CityofAkfon has a.epresef,tative on the NE near Akron Fulton Airport. beautification. FoodCongress and has since started a pilot Ohjo Haley'sDjtch festoration and cleanup. Lock 3 Farmers'Markets are attracting Iarge community gardening program. crowds dowotown-winter and summer. Map and conservethe wetlands and flood plain5

Awardeda 2009 OEEF$50.000 grant to train 6th grade Akron PublicSchools science teachers in the Ohto EnergyProjects energy efficiency curflculum. Taught 7 lessonsand sent energy efticlency kits home to 1,700 famrlies. Createda Gres Ribbon Panelof City Managers f or environmental lrteracy. loined ICLEIand worked through 3 milestones.

c.een jobs have supported all of the LEEDgreen construction projects in Akron. lhe Akron 6lobal BusinessAccelerator is on the cutting edge as a green technology incubator for companiesin the early stagesof advanced/ renewable energy processes and cleantech companies. SmartMaterials & SolidWaste Management Goal1: Striveto recyclemore of Akron'smunicipal solid waste stream. Goal2: Developsustainable procurement practices, policies andprocedures. Goal3: Limitnon-point source pollution from Akron'sroads and highways. Objectives: 1. Expandthe City'sresidential curbside recycling program by increasingweekly participation and the volumeof recyclablescollected. 2. Manageand measurea workplacerecycling program in Cityof Akronoftice buildings. 3. Worktowards a zerolandfill policy of wastegenerated thlough the PublicWorks Department. SmartAction Areas 4. Provideexpanded opportunities foi the citizensof Akronto recycle. 5. Workwith largeinstitutions in the communityto increaseor SmartEnergy & Emissions improvesystem-wide recycling programs. Goal1: Reducethe total amountof electricityand fuel usedin City 6. Continueto identifygreen, biodegradable cleaning and custodial ownedbuildings and facilities, using the 2005baseline year data. productsfor useby BuildingMaintenance Department (BMD) Goal2: Researchand pilotalternative sources of energy that effectivelyhandle cleaning needs. for Cityservices. 7. Continueto identifythe leasthazardous products for useby the Goal3: Promotegreen building practices through the combined MotorEquipment Division. BuildingDepartment. 8. Concentrateon educatingCity department heads about green Goal4: Striveto createa sustainableculture within the Citythat alternativeswhen requestingpurchases. encouragesemployees to conserveresources and work more 9. ExaminePurchasing Department specifications to includeearth- energyefficiently. friendlyoptions in the bid process. Goal5: Developof supportprograms in the communitythat assists 10. Reduceharmful applications of roadsalt. residents,industry and companiesto reducetheir emissions and savemoney through energy efficiency. lmprove air SmartTransit qualityby strivingto meetmandated level of particulates. 6oal 1: ManageCity transportation fleet in a mannerthat limits Objectives: energyusage. 1. Reduceenergy use in Cityfacilities. Goal2: Maintainan efficienttransportation network. 2. Pilotalternative sources of energy. Goal3: Aligntransportation plans and landuse decisions to limit 3. Promotegreen building through new city/county department. travelmiles. 4. Incorporateresource conservation into Cityculture. 0bjectives: 5. Developcommunity programs that helpmeet emission J-. lmprovefuel efficiencyamong vehicle types. reductiongoals, improving air quality. 2. Expanduse of alternativefuels as appropriate. 3. Establishfleet operating procedures that reduce SmartWater & WastewaterManagement energyconsumption. Goal1: Promotewater conservation in Akron. 4. Reduceemployee vehicle energy use. Goal2: Establishprograms and policiesthat improvewater quality. 5. Assurethat Cityright-of-way is in goodcondition. Goal3: Continuethe productionand developmentof alternative 6. Supportmulti-modal transportation options throughout the City. energyat the WasteWater Treatment facilities. 7. Developa CommunityBicycle Plan. Goal4: Strivefor energyconservation within 8. Expqndaccess to transportvehicles. the AkronPublic Utilities Bureau. 9. Useenergy efficienttraffic control devices Objectives: 10. Encouragestreet connectivity. 1. Provideoublic information. 11. Encouragecompact, mixed use development along arterial streets. 2. Encouragepublic participation. 12. Supportdistribution of necessarygoods and serviceswithin 3. Directcapital Investment to meetgoals. reasonableaccess by residents. 4. Incorporatealternative energy uses. 13. EmDhasizeroad maintenance over road extension. SmartTransit Objectives Continued... Objectives: 14.Adjust off-street parking development standards. 1-.City becomes a modeland acts as a catalystfor professional 15.Adjust on-street and off-streetpublic parking fees to reflect associations,businesses and industryto reduceglobal warming marketconditions. and conservenatural resources. 16.Support access to buildingsfor all usersregardless of 2. EducateCity of Akronemployees and otherjurisdictions about physicalabilities. reducingglobal warming pollution and conserving natural resources. 3. ReachAkron's youth about the importanceof reducingglobal SmartDevelopment warmingpollution. Goal1: Encourageneighborhood revitalization. 4. Providingopportunities for the communityto becomeinvolved in Goal2: Modifybuilding regulations and standards. reachingThe 6reenprint for Akrongoals. Goal3: Continueland reutilization. 5. UtilizeehsOnline internally to planand share6reenprint Plan Goal4: Alignland development standards. components. Coal5: Curbuiban sprawl. 6. Continueto coordinate6reen Ribbon Panel/GreenDrint Plan. Objectives: 1. Preserveexisting neighborhoods. SmartCreen Jobs 2. Createnew housingin neighborhoods. 6oal L: Increasethe numberof greenjobs in Akron. 3. lmprovepermitting process. 0bjectivcs: 4. Makebuilding standards sustainable. 1. lncreasejobs in greenconstruction. 5. Educatestakeholder groups about green building. 2. lncreasejobsin alternativefuels, 6. RecaDtureBrownfields for reuse. 3. Increasejobs in energyefficient products. 7. Promoteland banking and infilldevelopment. 4. Increasejobs in recyclingand waste management. 8. Establishenergy standards for Cityassistance pfojects. 9. Promoteefficient zoning and landuse standards. 10. lmprovedparking and developmentstandafds. 1"1.Examine Joint Economic Development Districts (jEDD) policies. 12. Realigntransportation policy.

SmartConservation of NaturalResources Goal1: Preserveand improvethe UrbanForest. Coal2: Preserveand conservewetlands, and naturalareas. Goal3: Preserveand improvewater and air quality. Goal4: Conservepublic green space. Objectives: 1. lnformthe publicof the manybenefits of treesand how they enhancethe community'squality of life. 2. Adoptadditional end usesfor urbantimber to stimulatethe arts, employment,and economic opportunities. 3. Becomea nationalleader in the areaof UrbanForestry. 4. Suppress/slowurban sprawl. CreenprintTeam Structure 5. Promotelocal food productionon vacantCity property where conditionsare conducive. Creenprintis a collaborativeeffort and requiresa team structure. 6. Conservewetlands and maintainflood plains. Theteam consistsof the CityService Director, Keep Akron Beautiful, 7. Conservesoil f rom wind andwater erosion. and 8 SmartAction Areas whose Key Point Persons also comprise 8. Minimizethe useof fertilizersand pesticides. a TaskForce. 9. Promoteair filtrationand oxygenation. 10. Promotea fipariancorridor protection ordinance for future TheTask Force comprised of the KeyPoint Personsof eachaction implementationby the Cityof Akron. area,holds the purposeof creatingCity policies to supportthe guiding 11. Preserveoublic land. principlesand developing a quantifiabledecision-making matrix for 1"2.Conserve expressway berms, slopes, and infields. evaluatingaction items associated with eachguiding principle. iiinartCommunity Education and Promotionof Progress TheSmart Action Areas hold the responsibilityof brainstorming,and fioalL: Educatethe governmentand communityabout strategies for onceapproved, implementing action items and strategiesthat support reducingglobal warming and conservingnatural resources. the City'sguiding principles, policies, mission, and vision. tloal2: Introducea 6reenprintPlan for Akron. 6oal 3: Promoteprogress towards the Greenprintfor Akrongoals TheCity ServiceDirector reviews and approvesthe recommended andtrack targeted greenhouse gas reductions. actionitems from the TaskForce.

KeepAkron Beautifulfacilitates the reviewprocess and captures quantifiableresults for a Cityreport card. EnvironmentalAwareness & Education

Savingtaxpayer dollars lmprovingAir Quality & PublicHealth

Increasethe Qualityof Life

BuildLocal Economy - CreateJobs

Investmentin Long-TermLivability

Inspire Community Engagement

KeepAkron Beautiful /6reenprint for Akron

ExecutiveEditor ...... Pau1a Davis.President & CEO KeepAkron Beautiful Administrative Assistant ...... Pat Devono, Keep Akron Beautif ul SustainabilityConsultants...... Affi nity Consultants,Inc. Nicholasc. zingale,PhD, QEP, cHMM President/ CEO Shireen V. Riazi, AssistontProject Mgr. Publishing& Design ...... PaulMoskowitz and PatrickLarson AkronPublishing Company Photography...... BruceFord, City of Akron

Thisexecutive summary is piintedon environmentally-friendly, certified63 lb ChorusArt SilkCover. Chorus Art contains 50%recycled content including 25% post-consumer waste. It is acid-freeand ElementalChlorine Free.

& @tgmiint APPENDIX D

CUSIP Numbersx for City of Akron Bonds,Notes and OtherObligations r995

Name Amount Date CUSIP# VariousPurpose $2,790,000 August 1, 1995 010033JV1 lmprovementBonds, Series1995 r996

Name Amount Date CUSIP# WaterworksSystem $21,175,000 Januarv15. 1996 ot0t22EX3 Mortgage Revenue Improvement and Refunding Bonds, Series1996 1997

Name Amount Date CUSIP# Nontax Revenue $35,000,000 November1,1997 010071AP3 Economic DevelopmentBonds, Series1997 VariousPurpose $26,200,000 DecemberI.1997 010033NX2 ImprovementBonds, Series1997

x Final maturity of the issue.

D-1 1998 CUSIP# Name Amount -FebruaryDate WaterworksSystem $18,700,000 1, 1998 0r0r22FPg MortgageRevenue Improvement and Refunding Bonds, Series1998 I-,'U) SanitarySewer System $19,140,000 April 1, 1998 UIUU6O Improvement and RefundingRevenue Bonds,Series 1998 PH5 Street Improvement $2,600,000 August15, 1998 010033 Elnndc Qcriec l QQR VariousPurpose $19,930,000 December1, 1998 010033QD3 ImprovementBonds, Series1998 1999

Name Amount Date CUSIP# PensionRefunding $10,090,000 April 15,1999 010056ARO lncomeTax Revenue Bonds.Series 1999 Street Improvement s630.000 August15,1999 010033QQ4 Bonds.Series 1999 -November VariousPurpose $18,175,000 t, t999 010033RG5 ImprovementBonds, Series1999 2000

Name Amount Date CUSIP# GFO WaterworksSystem $13,825,000 July1,2000 010122 SpecialRevenue Bonds. Series2000 SanitarySewer System $13.82s,000 August1,2000 UIUU6O IJZO SpecialRevenue Bonds. Series2000 4.56 Street Improvement $3,150,000 August15.2000 010095 SpecialAssessment Bonds, Series2000 VariousPurpose $16,360,000 November1,2000 010033RWO ImprovementBonds, Series2000

D-2 2001

Amount Date CUSIP# Name 010033su3 Various Purpose $52,755,000 November1,2001 Improvement and Refunding Bonds, Series2001 2002

$15,550 010122GV5 SpecialRevenue Bonds, Series2002 010095BD8 SpecialAssessment Bonds.Series 2002

010033TQl Various Purpose $33,695, December1,2002 Improvement and Refunding Bonds, Series2002 2003 # Name Amount Date CUSIP IU L Waterworks System $28,045,000 Julyl,ZUUJ VIVILL MortgageRev. ImP. & Refunding Bonds, 2003 -september Series 010033uA4 Street Improvement $2,850,000 I,2003 SpecialAssessment Bbnds.Series 2003 uw6 VariousPurpose $37,640,000 October1,2OO3 010033 ImprovementBonds, Series2003 2004

CUSIP# Name Amount Date D\JJ Community Learning $165,000,000 JanuaryI,'2U04 UIUUJO Centerslncome Tax RevenueBonds, Series 2004A^ f' T J Community Learning $50,000,000 JanuaryI,2OO4 UIUUJO Centerslncome Tax RevenueBonds, Series 20048

D-3 2005

Date CUSIP# Name Amount 0roo+zRvo Refunding Certificates $32,065,000 Julv27.2005 of Participation, Series2005 /Q+^'li"m Drnianf\ 010033VV7 VariousPurpose ImP. $80,640,000 September14,2W5 & RefundingBonds, 2005 Series 010047856 Certificatesof $31,940,000 Septemberl4,2tJJ5 Participation, Series2005-4 (ParkingFacilities Proiect) 010033WFI Street Improvement $2,375,000 September29,2005 Series2005 SA Bonds, 010086FH4 SanitarySewer System $33,855,000 December1,2005 Imp. & Refunding Bonds.Series 2005 2006 # I\I Amount Date CUSIP 0r0r22JEO WaterworksSystem $13,340,000 Auzust10,2006 MortgageRevenue ImprovementBonds, Series2006 UIUUJJ WI(J Street Improvement $1,310,000 September14.2ffi6 SpecialAssessment Bonds,Series 2006 010u53AV6 TaxableEconomic $19,500,000 December15,2006 DevelopmentRevenue D^-,{o Qo.ioo ?Afl6 010033xJ2 VariousPurpose $22,440,0OO December21,2006 ImprovementBonds, Series2006 2007

CUSIP# 010033YG7 VariousPurpose $20,735,000 December3,2007 ImprovementBonds, Series2007 010047CN6 Certificates of $19,610,000 December20,2007 Participation, Series2007 (Parking FacilitiesProiect)

D-4 010033YH5 VariousPurpose $7,500,000 June25. 2008 ImprovementNote, Series2008 010033YJI VariousPurpose $18,885,000 December11,2008 ImprovementNote, Series20088

D-5