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Resolution 038-18RECORD OF RESOLUTIONS Dayton Legal Blank, Inc., Form No. 30045 Resolution No. 38-18 Passed A RESOLUTION APPROVING THE PETITION FOR SPECIAL ASSESSMENTS FOR SPECIAL ENERGY IMPROVEMENT PROJECTS UNDER OHIO REVISED CODE CHAPTER 1710 (4860-5000 BLAZER PARKWAY PROJECT) 20 WHEREAS, as set forth in Ohio Revised Code Chapter 1710, the Ohio General Assembly has authorized property owners to include their properties within energy special improvement districts ("ESIDs'� upon a petition to a municipal corporation or township, which ESIDs are voluntary organizations of property owners who undertake special energy improvement projects for their properties and finance such special energy improvement projects by way of voluntary special assessments; and WHEREAS,, Omni Blazer, LLC (the "Owner', as the owner of certain real property located within the City of Dublin, Ohio (the "City', has identified certain real property located at 4860-5000 Blazer Parkway, Dublin, Ohio (the "Project Site"), as an appropriate property for a special energy improvement project pursuant to Ohio Revised Code Chapter 1710; and WHEREAS, the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District (the "District' was created under Ohio Revised Code Chapters 1702 and 1710 as an ESID and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015 (the "Creation Resolution'; and WHEREAS,, pursuant to the Creation Resolution, the Columbus Regional Energy Special Improvement District Program Plan (as amended and supplemented from time to time, the "Program Plan") was adopted as a plan for public improvements and public services under Ohio Revised Code Section 1710.02(F), which plan allows for additional properties within the City of Columbus, Ohio and within any municipal corporation or township which is adjacent to any other municipal corporation or township in which a portion of the District's territory is located to be added to the territory of the District; and WHEREAS,, pursuant to Resolution No. 60-17, adopted by the City Council of the City (the "Council") on August 14, 2017, the Council approved the addition of certain real property located within the City to the territory of the District and further approved the City's participation in the District as a "participating political subdivision," as defined in Ohio Revised Code Section 1710.01(E); and WHEREAS, the Owner has determined to submit to the City Manager and the Council, a Petition for Special Assessments for Special Energy Improvement Projects and Affidavit (the "Petition'), together with a Supplement to Plan for the 4860-5000 Blazer Parkrway, Dublin, ®hio Project (the "Supplemental Plan', all in accordance with Ohio Revised Code Section 1710.02, each of which are now on file with the Clerk of Council; and WHEREAS,, the Petition and Supplemental Plan request that the Project Site be added to the District and that the City levy special assessments on the Project Site to pay the costs of a special energy improvement project to be provided on the Project Site, all as described more particularly in the Petition and the Supplemental Plan (the "Project'; and WHEREAS,, the Petition is for the purpose of developing and implementing special energy improvement projects in furtherance of the purposes set forth in Section 20 of Article VIII of the Ohio Constitution, including, without limitation, the Project, and further, the Petition identifies the amount and length of the special assessments to be imposed with respect to the Project; and VVHEREAS, in furtherance of the future addition of any real property in any municipal or corporation township contiguous to the municipal corporations or townships in p P RECORD OF RESOLUTIONS Dayton Legal Blank, Inc., Form No. 30045 Resolution No. 38-18 Page 2 of 2 , 20 which a portion of the territory of the District is located, it is necessary, and this Council has determined, to approve the addition of such real property to the territory of the District, all in accordance with Ohio Revised Code Chapter 1710; and WHEREAS, this Council, as mandated by Ohio Revised Code Chapter 1710, must approve or disapprove the Petition within 60 days of the submission of the Petition; and WHEREAS, this Council has determined to approve the Petition, the Program Plan, and the Supplemental Plan. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, r7 of the elected members concurring that: Section 1. This Council approves the Petition and the Supplemental Plan now on file with the Clerk of Council. Section 2. This Council finds a determines that all formal actions of this Council concerning and relating to the p age of this legislative resolution were adopted in an open meeting of this C/is d that all deliberations of this Council and any of its comm s that resultech formal action were in meetings open to the public in comp a ce with all legarements, including Ohio Revised Code Section 121.22. 9F yor — Pres ling Officer ttest: Clerk of Council Passed: , 2018 Effective: � , 2018 7Office of the City Manager City of Dublin 5200 Emerald Parkway • Dublin, OH 43017-1090 -Memo Phone: 614-410-4400 • Fax: 614-410-4490 To: Members of Dublin City Council From: Dana L. McDaniel, City Manager Date: June 28, 2018 Initiated By: Colleen Gilger, Director of Economic Development Jeremiah Gracia, Economic Development Administrator Rachel Ray, Economic Development Administrator Re: Res. 38-18 and Res. 39-18 Property Assessed Clean Energy (PACE) Special Improvement for 4860-5000 Blazer Parkway Background The City of Dublin is focused on setting appropriate conditions to encourage investment and economic development. City Council continues to support our strategies and tactics to ensure Dublin's office space remains competitive in the market as supported by the Dublin Corporate Area Plan. One particular tool the economic development team has brought to existing building owners' attention is the use a favorable financing tool for major building energy efficiency improvements. Property Assessed Clean Energy (PACE) programs represent a great mechanism available for financing energy efficiency and renewable energy improvement projects. PACE -enabling legislation is active in 33 states plus the District of Columbia, and PACE programs are now active (launched and operating) in 19 states plus DC. PACE allows qualifying energy improvements to be financed through assessments on a property owner's real estate tax bill. A summary of PACE is provided as an attachment to this memo. PACE special assessments are used to secure local government bonds issued to fund the improvements without requiring the borrower or the sponsoring local government to pledge its credit. By allowing participating property owners to pay for energy improvements to their properties via a bond issue tied to a special assessment on their property tax bill, PACE financing enables property owners to reduce energy costs with little to no upfront investment. Financing for PACE eligible projects in Central Ohio is provided by the Columbus -Franklin County Finance Authority (Finance Authority). The Finance Authority established the Columbus Regional Special Improvement District that allows for additional properties within the City of Columbus, Ohio and within any municipal corporation or township that is adjacent to any other municipal corporation or township to opt -in to the District. Projects between $200,000 - $6,000,000 may be financed through the Finance Authority's bond fund. Eligible uses of funds include LED lighting, energy management and controls that includes, HVAC and boiler replacement, building envelope, and other improvements that result in bottom line operation savings for building owners and tenants. The building ownership at 4860-5000 Blazer Parkway is requesting the use of PACE Financing for its energy efficiency improvement project totaling $816,630. A signed PACE Project Development Res. 38-18 and Res. 39-18 — Memo re. PACE for 4860-5000 Blazer Parkway June 28, 2018 Page 2 of 3 Agreement has been executed between the owner, Omni Blazer LLC, and the project manager, Plug Smart. The scope of work includes LED lighting upgrades, HVAC Upgrades, and other temperature control upgrades. In order to satisfy this request, the City of Dublin must pass a series of Resolutions and Ordinances at the August 13 and August 27 Council meetings. These Resolutions and Ordinances will allow building ownership to opt -in to the Regional Special Improvement District. The City has no financial obligations with the establishment of a Special Improvement District for this project. The City simply serves as a pass-through entity for the project financing. Therefore, future Ordinances will receive two readings on August 13 and 27, but will be titled as emergencies to allow for closing to take place following the second reading on August 27, 2018. Timing is of the essence for these documents, so that the building owner may schedule a closing and complete the necessary energy improvements to their office building. Recommendation Staff recommends Council passage of Resolution No. 38-18 and Resolution No. 39-18 on July 2, 2018. Representatives of the Columbus -Franklin County Finance Authority will be present at the July 2, 2018 Council meeting to respond to questions related to the financing process. Please also feel free to contact Jeremiah Gracia or Rachel Ray with any questions. Res 38 18 and Res. 3918 —Memo re. PACE for 4860-5000 Blazer Parkway June 28, 2018 Page of WHAT IS PACE? Pwpeny Appeased Clmn Energy IPFCB is a Thai 11callign, that enables 11hol m funding for vacancy adverse message energy and acres conservation projects PACE Emerging Is repaid as an assessment on Joe property s regular go haold I Evolving the them way a, Minor sea lf ing en Be mince, Dependent Pi losessirmcks gvlaN W o "pat ort PACE onme u has for mml nonki and emotionalpomans,.l HOW DOES IT WORK? mwl Intimi hot pwgramsare oudMM laayand tubritomat rel mandate reado State legharon a named that au[hwa mumdryll an mad PACE programs, and local Internal have Emotional a"may M program moMnMt have been successfully Mplmanrto. Rot aures of mode, there are sleral Incomes that Task intent every PACE Bragall • bi al far At harder ladvend • PACE can maer Oi of as prgects ham and nk ®d. • (sing finandng urmaupm POyear, Essential re cttfil lre a andhoeralenompwgrams. Fxrgy pwlen pemenenoA WUM m a pwlmy ThePALEasesntemkfilMwltM1tlalmlmurvapallryasakenonJrepwperry. WHY IS IT SO POPULAR? PACE became Jey cm end contents cash ncurary¢Iat coach ance PACE Charging; arms ati to 20 Ease is, J x vessels to cooerake mee conaphaniong umta that new memingel enegy ravings and a sgnlfiont annualimpact on the bottom fine hands pana PACE profit usually methods the annual The energy eastern so pwlaeny owners are cash Pow Costive humorously That means them ora mm, dudgetaryespms;orhuvnested ampansomrs that m� be spent on Deer ml gove'emmmts luae PACE heuuss h'sm EmnoMC Developmentlneatim that lml, emstofdoingbllNe lnortlrmmmunlry. It ...gas new hashers menter, to an In the arl mal tea robs using the local wom ne. PACE proem afm M1aw a fosXFrt Imnaa Malo pmfity, ereahng healthier. mme Ilmbk HOW CAN 1 GET PACE? m has it do, waage p am rsmmn u need to get pones with Ital ak f o me x pact nark has wad a PACE amure, and n got nr area he, an act thel Jno{ ninon as of had m Jeere I, a lwllcommem m development and we may be AE he put you In twrh wMa vari coalltim. We Imk fwwaw w h .... gfmrii BENEFITS OF PACE PACENation� rn.Prm.P g Nnaans or opeadjamedevi as hancompowen PETITION FOR SPACIAL ASSESSMENTS FOR SPECIAL ENERGY IMPROVEMENT PROJECTS AND AFFIDAVIT A PETITION TO THE CITY OF DUBLIN, OHIO SEEKING THE IMPOSITION OF SPECIAL ASSESSMENTS AGAINST REAL PROPERTY OWNED BY THE PETITIONER TO PAY THE COSTS OF VARIOUS SPECIAL ENERGY IMPROVEMENT PROJECTS: WHICH SPECIALLY BENEFIT SUCH REAL PROPERTY,. INCLUDING A WAIVER OF ALL RIGHTS TO NOTICES, HEARINGS AND APPEALS RESPECTING THE REQUESTED SPECIAL ASSESSMENTS To: The City Manager and City Council of the City of Dublin, Ohio Omni Blazer, LLC an Ohio limited liability company registered to do business in the State of Ohio (the"Petitioner") is theowner of 100% of the real property described on Exhibit A attached to this Petition (the "Property"). The Board of Directors of the Bexley, Columbus, Dublin,, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District doing business under theregistered trade name the Columbus Regional Energy Special Improvement District (the "Corporation"), an Ohm nonprofit corporation formed to govern the Columbus Regional Energy Special Improvement District (the "District"), initially created within the boundaries of The City of Columbus,. Ohio, has approved a plan (the "Program Plan") for the purpose of developing and implementing special energy improvement projects, as defined in Ohio Revised Code Section 1710.01(I). The Program Plan is attached to this Petition as Exhibit C. Pursuant to the Program Plan, the Corporation has caused special energy improvement projects to be provided from time to time. In accordance with Ohio Revised Code Chapter 1710 and the Program Plan, the Program Plan may be. amended from time to time by supplemental plans (the "Supplemental Plans") (the. Program Plan and every Supplemental Plan together constituting the "Plan') to provide for additional special energy improvement projects, and the District may be. enlarged from time to time to include additional property so long as at least one special energy improvement project is designated for each parcel of real property within the additionalterritory added to the District. The Board of Directors of the Corporation has received the Supplemental Plan attached to this Petition as Exhibit B, including the description of the special energy improvement projects proposed to be constructed or installed on the Property (the "Authorized Improvements"), and related materials in support of the expansionof the District to include the Property. As required by Ohio Revised Code Section 1710.02; the Petitioner, as the owner of the Property, being 100% of the area proposed to be added to the District .and 100% of the area proposed to be assessed for the Authorized Improvements, hereby (a) petitions the City Council (the "Council") of the City of Dublin, Ohio (the "City") to (i) approve the addition of the Page 1 of 7 Property to the District and (ii) approve an amendment and supplement to the Plan by the Supplemental Plan to include the Authorized Improvements. and (b) requests that (i) the Authorized Improvements. beundertaken by the District, and (it) the total cost of those Authorized Improvements be assessed on the. Property in proportion to the special benefits that will result from the. Authorized Improvements. In connection with this Petition and in furtherance of its purposes, the Petitioner acknowledges that it has reviewed or caused to be reviewed (i) the Plan and the Supplemental Plan, (it) the plans, specifications and profiles for the Authorized Improvements, (iii) the estimate of cost for the Authorized Improvements included in the Supplemental Plan and (iv) the scheduleof estimated .special assessments to be levied for the Authorized Improvements also included in the Supplemental Plan, The Petitioner acknowledges that the estimated special assessment is in proportion to the benefits that may result from the Authorized Improvements. Accordingly, the. Petitioner hereby petitions for the .construction of the Authorized Improvements identified in this Petition and the Supplemental Plan attached to this Petition as Exhibit B, as authorized under Ohio Revised Code Chapter 1710, and for the imposition of the special assessments identified in this Petition and authorized under Ohio Revised Code Chapters 727 and 1710. (the "Special Assessments") to pay the costs of the Authorized Improvements, in the amount set forth on Exhibit B. The Petitioner hereby acknowledges and agrees that the. Authorized Improvements are being installed at three separate buildings all located on the Property, which as of the date of this Petition has one permanent parcel number in the records of the County Auditor of Franklin County; Ohio (as described on Exhibit A). In Hieevent that at any time following the date of this Petition the Property is subdivided into multiple permanent. parcels in. the records of the County Auditor of Franklin County, Ohio, the Petitioner hereby requests that the Special Assessments be allocated among the resulting parcels containing any one or more of the buildings as follows: Building Percentage of Special Assessments 4860-4936`Blazer Parkway (77,481' sq. ft. building) 42.00% 4940-4950* Blazer Parkway (24,1061 sq. f:. building) 26.00%0 4960-5000" Blazer Parkway (24,6091 sq. ft. building) 32.00% The Petitioner hereby certifies, represents, and warrants to the District. and the City that the portion of the Special Assessments allocated to each building above are inproportion to, and do not exceed, the special benefits to be conferred on the building by the Authorized Improvements identified in this Petition; The Petitioner hereby certifies, represents; and warrants to the District and the City that the actual costs of the Authorized lmprgvements have been ascertained. The Petitioner further agrees that it will be solely responsible for any costs of the Authorized Improvements in excess of the amount set forth on Exhibit B. 'As of lune 25. 2015 As shoam in the recordsof the County Auditor of Franklin County, Ohio on June 25, 2018 Page 2 of 7 In consideration of the City's acceptance of this Petition and the imposition of the requested Special Assessments, the Petitioner consents and agrees that the Property as identified in Exhibit A shall be assessed for all of the costs of the Authorized Improvements, including any and all architectural, engineering, legal, insurance, consulting, energy auditing, planning, acquisition, installation, construction, surveying, testing and inspection costs, the amount of any damages resulting from the Authorized Improvements and the interest on such damages; the costs incurred inconnection with the preparation, levy and collection of the Special Assessments, the cost of purchasing and otherwise acquiring any real estate of interests in real estate; expenses of legal services; costs of labor and material; trustee fees and other financing costs incurred in connection with the issuance, sale, and servicing of securities, nonprofit corporate obligations, or other obligations issued or incurred to provide a loan or to secure an advance of funds to the owner of the Property or otherwiseto pay costs of the Authorized Improvements in anticipation of the receipt of the Special Assessments, capitalized interest on; and financing reserve funds for, such securities, nonprofit corporate obligations, or other obligations so issued, including any credit enhancement fees, trustee fees, program administration. fees, financing servicing fees, and District administrative fees and expenses; an amount to reflect interest on unpaid Special .Assessments which shall be treated as part of the cost of the Authorized Improvements for which the SpecialAssessmentsare made at an interest rate: which shall be determined by the: District or the Columbus -Franklin County Finance Authority as its Conduit Financing. Entity to be substantially equivalent to the fair market rate that would have. been bonne by notes or bonds if notes or bonds had been issued by the District, the Columbus -Franklin County Finance Authority; or another issuer of notes or bonds to pay the costs of the Authorized Improvements; together with all other necessary expenditures. In consideration of the Authorized Improvements,. the Petitioner; for itself and its grantees and other successors with respect to: the. Property; .agree to pay promptly. all Special Assessments as they become due, and agree that the determination by Council of the Special Assessments in accordance with the terns hereof will be final; conclusive and binding upon the Petitioner and the Property. In further consideration of the Authorized Improvements, the Petitioner covenants and agrees to disclose, upon the transfer of the Property or any portion of the Property to be special assessed for the actual costs of the Authorized Improvements set forth in Exhibit B, in the Heed to the transferee or in a. separate instrument recorded with respect to the Property the existence of any outstanding Special Assessment for the Authorized Improvements and to require that transferee covenant to disclose that information in any subsequent deedor in a separate instrument recorded withrespectto the Property at the time of the subsequent: transfer so long as the Special Assessments remain unpaid. As a condition :to each subsequent transfer while the Special Assessments remain unpaid, the Petitioner further covenants and agrees to. provide expressly in the deedto any transferee or in a separate instrument recorded with respect to the. Property atthe time of the subsequent transfer (a) for the acquisition by the transferee of the Property subject to any outstanding Special Assessment and thetransferee's assumption of responsibility for payment thereof and for the waiver by the transferee of any rights that the Petitioner has waived pursuant to this Petition, and (b) the requirement that each transferee from time to time of the Property covenant to include in the deed to any subsequent transferee or in separate instrument recorded with respect to the Property at the time of the subsequent transfer the conditions deseiibed in clause (a) so long as Special Assessments remain unpaid. Page 3 of 7 The Petitioner further acknowledges and confirms that the Special Assessments set forth in this Petition andin the Supplemental Plan attached as Exhibit R are in proportion to, and do not exceed, the special benefits to be conferred: on the Property by the Authorized Improvements identified in this Petition. The Petitioner further consents to the levying of the Special .Assessment against the Property by the Council. The Petitioner: acknowledges that these Special Assessments are fair, just and equitable and being imposed at the. Petitioner's specific request:. The Petitioner hereby waives notice and publication of all resolutions, legal notices and hearings provided for in the Ohio Revised Code with respect: to the Authorized Improvements and the Special Assessments, particularly those in Ohio Revised. Code Chapters 727 and 1710 and consent to proceeding with the Authorized Improvements. Withoutlimiting the foregoing, the Petitioner Specifically waives any notices and rights under the following Ohio Revised Code Sections: • The right to notice of theadoption of the Resolution of Necessity under Ohio Revised Code Sections 727.13 and .14; • The right to limit the amount of the Special Assessment under Ohio Revised Code Sections 727.03 and 727.06; • The right to file an objection to. the Special Assessment under Ohio Revised Code Section 727.15; • The right to the establishment of, and any proceedings by and any notice from an Assessment Equalization Board under Ohio Revised Code Sections 727.16 and .17; • The right: tofile any claim for damages under Ohio Revised. Code Sections 727.18 through 727.22 and Ohio Revised Code Section. 727.43; • The right to notice that bids or quotations for the Authorized Improvements. may exceed estimates by 15%; • The right to. seek a deferral of payments of Special Assessments under Ohio Revised Code Section 727.251; and • The right to notice of .the passage of the Assessing Ordinance under Ohio Revised Code Section 727.26. The Petitioner consents to the. Council promptly proceeding with all actions necessary to facilitate the acquisition, installation, and construction of the. Authorized Improvements and to impose the Special Assessments. The Petitioner further agrees not to take any actions, or cause to be taken any actions, to place any of the Property in an :agricultural district as provided for in Ohio Revised Code Chapter 929; andif any of the Property is in an agricultural district, the Petitioner, in accordance with Ohio Revised Code Section 929.03, hereby grants permission to collect any Special Assessments levied against such Property. The Petitioner acknowledges that the Special Assessments set forth in this Petition and in the Exhibits to this. Petition arebased upon an estimate of costs, and that the final Special Assessments shall be calculated in the same manner, which, regardless of any statutory limitation on the Special Assessments,. may be more or less than the respective estimated. Special. Assessments for the Authorized Improvements. In the event the final assessments exceed the Page 4 of 7 estimated assessments, the Petitioner, without limitation of the .other waiverscontained in this Petition, also waives. any rights it may now or in the future have to object to thoseassessments, any notice provided for in Ohio Revised Code Chapters: 727 and 1710,. and any rights of appeal provided for in such Chapters or otherwise. The Petitioner further acknowledges avid represents that the respective final assessments may be levied at such time as determined by the City and regardless of whether or not any of the parts or portions of the Authorized Improvements have been completed. The Petitioner further acknowledges that the final Special Assessments for the Authorized Improvements, when levied against the Property, will be: payable in cash within thirty (30) days from the date of passage of the ordinance confirming and levying the. final assessments and that if any of such assessmentsarenot paid in cash they will be certified to the County Auditor of Franklin County, Ohio as provided by law, to be placed on the tax list and duplicate and collected as other taxes are collected_ Notwithstanding the foregoing,. however, the Petitioner hereby waives the light to pay the final assessments for the Authorized Improvements incash within thirty (30) days from the passage of the ordinance confirming and levying the final assessments and requests that the unpaid final assessments for the Authorized Improvements. shallbe payable in thirty-four (34) semi-annual installments, with collection commencing on the earliest date permitted by: said County Auditor, but in no .event sooner than the semiannual installment paymentof first-half real. property taxes for tax, year 2018 due with respect to the Property. Pursuant to Ohio Revised Code Section] 710,03(C), the Petitioner hereby appoints as its designee to carry out the rights and responsibilities of District members under. Ohio Revised Code Chapter 1710 such representative as may be duly appointed by the Petitioner from time to time, which designation shall not expire unless and until the Petitioner shall notify the Secretary of the District that said designation is no longer in effect or that Petitioner has made a new designation to replace said designation. The .Petitioner further waives any andall questions as to the constitutionality of the laws under which Authorized Improvements shall be acquired, installed, or constructed or the proceedings relating to the acquisition, installation, or construction of the Authorized Improvements, the jurisdiction of the City acting in connection with the acquisition, installation, or construction of the Authorized Improvements, all irregularities, errors and defects, if any, procedural or otherwise, in the levying of the assessments or the undertaking of the Authorized Improvements, and specifically waives any and all rights of appeal, including any right of appeal as provided in Ohio Revised Code Title 7, and specifically but without limitation, Ohio Revised Code Chapters 727 and 1710, as well as all such similar rights under the Constitution of the State of Ohio and the Charter of the City. The Petitioner represents that it will not contest, in ajudicial or administrative proceeding, the undertaking of the Authorized Improvements; the estimated assessments, the finalassessments, and any Special Assessments levied against the Property for the Authorized Improvements, or any other matters related to the foregoing. The Petitioner acknowledges and. understands that the City and the Corporation will be relying upon this Petition in taking actions pursuant to it and expending resources. This Petition therefore shall be irrevocableand shall be binding upon the Petitioner, any successors or assigns. Page 5 of 7 of .the Petitioner, the Property, and any grantees, mortgagees., lessees,. or transferees of the Property; The Petitioner acknowledges that it has had an opportunity to be represented by legal .counsel in. this undertaking and has knowingly waived the rights identified in this Petition. The Petitioner further deposes, and states that this Petition and actions provided for herein impose burdens and obligations upon the Property and provide for Special Assessments to be levied upon the Property in accordance with this Petition, attd that this Petition is available .for inspection at the office of the Cleric of Council of the City. [Balance of Page Intentionally Left Blank] Page 6 o 7 IN WITNESS WHEREOF, the Petitioner has caused this petition to be executed by its undersigned duly authorized signatory. PETITIONER: OMNI BLAZER, LLC an Ohio limitedliability company By: i Name: t no�lI. SS Title: lro-r— Address for notices to Petitioners �r. O f`�Pr[ a,n 1-,' e-� STATE OF Qh , 0 ) C ) SS: COUNTY OFI rQn Onthe ag dayof J7 ne_ ,201,8,. How,4 Mo55 ,.asthe M a M b e r of OMNI BLAZER, :LLC, personally appeared before me, a notary public in mrd for the State of Ohio, whoacknowledged the execution of the foregoing Petition on behalf of OMNI BLAZER, LLC and that the same was the: free act and deed of such officer and of such limited liability company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the. day mid year aforesaid. [SEAL] Page 7 of 7 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The real property subject to this Petition and owned by Omni Blazer, LLC is located at the commonly used mailing addresses 4860 through 5000 Blazer Parkway, Dublin, Ohio with Franklin County Auditor Parcel ID No.. 273-003095-00, and having file following legal description: Situated in the Village of Dublin, County of Franklin and State of Ohio, in Virginia Military Survey No.. 2419 (4852) and being a portion of an original 15.703 acre tract of land (15.704 acres by recent survey) conveyed to Dublin Tech Mart Company by deed recorded in ORV 5180, Page G10 of Franklin County Records, and being all of a 12.704 acre tract of land conveyed out of said original 16.704acre tract and subsequently conveyed back to Dublin Tech Mart Company by deed recorded in ORV 5845, Page D18 of Franklin County Records, and bounded and described as follows! Beginning at a 314 Inch LD. Iron pipe set at the intersection of the curved West line of Frantz Road (100 feet wide) with the North line of Paul G. Blazer Memorial Parkway, 60 feet wide, at the Southeast corner of said original 15.704 acre tract and at the Southeast corner of said 12. 704 acre tract, Thence South 70 deg. 24' 10" West along a North line of Paul G. Blazer Memorial Parkway,.. along a South lineof said onginal 15304 acre tract and along a South line of said 12,704 acre tract a distance of 448:49 feet to a 314 inch I.D. iron pipe found bent and reset at a pointof curvature; Thence Westerly along a portion of a curved North line of Paul G Blazer Memorial Parkway. along a portion of the curved South line of said original 15.704 acre tract, along the curved South line of said 12.704 acre tract and with a curve to the right, date of which is: Radius equals 758,00 feet and sun -della equals 19 deg. 19'44", a sub -chord distance of 254,50 feet bearing South 80 deg.. 04' D2" West to a 314 .inch 1.13. iron pipe set at a Southwest corner of said 12. 704acre tract; Thence North 0 deg, 1606" West radial to said curve and along a West line of said 12.704 acre tract a distance 45.55 feet to a 314 inch I.D iron pipe set at a corner of said 12.704 acre tract: Thence North 19 deg.. 36'.07" West along a portion of West line of said 12.704 acre tract a distance of 257, 77 feet to 314 inch I.D. iron pipe set; Thence South 89 deg, 31' 14" West a distance of 249.16 feet to a 314 inch I.D. iron pipe set in a West line of said original 15.704 acre tract and in an East line: of 5.216 acre tract of land conveyed. to The Corporate Center, Inc. by deed recorded in ORV 4546, Page 107 of Franklin County Records; Thence North 0 deg. 28'46" West along a portion of a West line of said original 15704 acre tract, :along a West line of said 12.704 acre tract and along a portion of an East line of said 5.218 acre tract distance of 534.30 feet to a3/4 inch I.D. iron pipe set at the Northwest corner of said original 15.704 acre tract,at the Northwest corner of said 12.704 acre tract, at the Northeast corner of said 5.216 acre tract and in a South line ofa 7.337 acre tract of land conveyed to Mary A. Windle, at al, (4), by deed. recorded In Book 3705, Page 221 of Franklin County Records, (passing a3/4inch LD, iron pipe set ata Southwest comer of said 12,704 acre tract at 187.39. feet): Thence North 89 deg. 31' 14" East along the North line of sold original 15.704 acre tract, along the North line of said 12.704 acre tract, along a portion of a South line of said 7.337 acre tract and along a portion of the South line of a 0.804 acre tractor land conveyed to Mary A. Windle by deed recorded d in Book 3705, Page 226 of Franklin County Records, a distance of 746.58 feet to a 3/4 inch I.D. iron pipe found in the West line of Frantz Road, at the Northeast corner of said original 15.704 acre tract and at the A-1 Northeast comer of said 12.704 acre tract: Thence South 19 deg. 36'07" East along the West line of Frantz Road along the East line ofsaid original. 15.704 acre tract and along the East fine of said 12.704: acre tract a distance of 634.12 feet to a 314 inch 1,D, iron pipe set ata point of curvature; Thence Southerly along a portion of the curved West line of Frantz Road, along the curve East line of said original 15.704 acre tract, along the curved East line of said 12,704 acre tract and with a curve to the right data of which is: Radius= 1859.86 feet and Sub -Della = 1 deg. 3W 48", a Sub -Chord distance of 51,29 feet bearing. South 18 deg. 48'43" East to the place of beginning, containing 13.666 acres of land. PPN 273-003095-00 A-2 EXHIBIT B COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT PROGRAM PLAN SUPPLEMENT TO PLAN FOR 4560-5000 BLAZER. PARKWAY, DUBLIN, OHIO PROJECT As more fully provided by the.. Columbus Regional Energy Special Improvement District Program Plan (together with all previously approved supplemental plans,. the "Plan"), the Columbus Regional Energy Special Improvement District "(the "District") has undertaken the administration of a. property assessed clean energy (`PACE") program (the "Program"). The Program will provide financing. secured by special assessments on real property for special energy improvement projects, Through Petitionsubmitted in connection with. this Supplemental Plan, Omni Blazer, LLC (the "Property Owner") has requestedand consented to certain special assessments by the District withrespect to certain. real property owned by the Property Owner and located at the commonly used addresses 4860. through 5000 Blazer Parkway, Dublin, Ohio, with Franklin County Auditor Parcel ID No. 273-003095-00 (the. "Property"). A proposed schedule for special assessments to be assessed against.. the Property to pay the: costs of the Authorized Improvements. is. attached hereto as Attachment A. The Property Owner hereby certifies, represents,. and warrants to. the City of Dublin, Ohio (the "City") and the District that the actualcosts of the Authorized Improvements have been ascertained. The Authorized Improvements applicable to the Property will include: the acquisition, construction, installation, improvement, and equipping of high -efficiency LED lighting upgrades, HVAC and DDC control upgrades, and related improvements. As required by Ohio Revised Code Section 1710.01(x), said Authorized Improvements are anticipated to reduce or support the reduction of energy.: consumption, allow for reduction in demand, or support the production of clean, renewable energy. A detailed description of the Authorized Improvements is attached to this Supplemental Plan as Attachment B. The Property Owner will cause this Supplemental. Plan promptly to be filed with the Board of Directors of the District and with the Clerk of Council of the City. The undersigned owner of real property located within the District acknowledges that the District and the. City are subject to Ohiopublicrecords laws;. including Ohio Revised Code Section 149.43 et seq. The undersigned property owner agrees to the disclosure of certain property owner information by the District or the City to. the: extent required bylaw. MM BY EXECUTING THIS SUPPLEMENTAL PLAN, THE PROPERTY OWNER IDENTIFIED BELOW HEREBY AUTHORIZES AND CONSENTS TO THIS SUPPLEMENTAL PLAN, AND ALL DISTRICT DOCUMENTS (AS DEFINED IN THE PLAN) AND AGREES TO PERFORM THE OBLIGATIONS OF THE PROPERTY OWNER CONTAINED IN THIS SUPPLEMENTAL PLAN. PROPERTY OWNER: OMNI BLAZER, LLC an Ohio limited liability company By: II 11 ^ Name: 900) A 7 -1055 Title: MP M bar Address for notices to Petitioner: is r%0 S orC Ai-, le J. L - Description of Real Property Subject to this Supplemental Plan: The real property subject to this Supplemental Plan and owned by Omni Blazer, LLC is located at the commonly used mailing address 4860 through 5000 Blazer Parkway, Dublin, Ohio, with Franklin County Auditor Parcel ID No. 273-003095-00, and having the following legal description: [See Next Page] Situated in the Village of Dublin, County of Franklin and State of Ohio, in Virginia Military Survey No. 2419 (4852) and being a portion of an original 15.703acre tract of land (15.704 acres by recent survey) conveyed to Dublin Tech Mart Company by deed recorded in ORV 5180, Page G10 of Franklin County Records, and being all of a 12.704 acre tract of lana conveyed out of said original 15.704 acre tract and subsequently conveyed back to Dublin Tech Mart Company by deed recorded in ORV 5645, Page 018 of Franklin County Records, and bounded and described as follows: Beginning at a 314 Inch I.D. Iron pipe set at the intersection of the curved West line of Frantz Road (100 feet wide) with the North line of Paul G, Blazer Memorial Parkway, 60 feet wide, at the Southeast corner of said original 15 704 acre tract and: at the Southeast corner of said 12. 704 acre tract; Thence South 70 deg. 24' 101' West along a North line of Paul G. Blazer Memorial Parkway, along a South line of said original 15.704 acre tract and along a South line of said 12,704 acre tract a distance of 408.49 feet to a V4 inch I.D. iron pipe found bent and reset at a point of curvature; Thence Westerly along a portion of curved North line of Paul G Blazer Memorial Parkway, along a portion of the curved South line of said original 15.704 acre tract; along. the curved South line of said 12,704 acre tract and with a curve: to the right, data: of which is: Radius equals 758.00 feet and sub -delta equals 19 deg. 19'44", a sub -chord distance of 254.50 feet bearing. South 80 deg. 04' 02" West to 314 inch LD, iron, pipe set at a Southwest corner of said 12. 704acre tract; Thence North 0 deg, 16'06" West radial to said curve and along a West line of said 12.704 acre tract a distance 45.55 feet to a 314 inch I.D. iron pipe set at a corner of said 12.704 acre tract,. Thence North 19 deg, 36' 07" West along a portion of a West line of said 12.704 acre tract a distance of 257.77 feet to a 314 inch I.D. iron pipe set. Thence South 89 deg. 31' 14" West a distance of 249,16 feet to a 3M inch I.D. iron pipe set in a West line of said original 15.704 acre tract and in an East line of a 5.216 acre tract of land conveyed to The Corporate Center, Inc: by deed recorded in ORV 4545, Page 107 of Franklin County Records; Thence North 0 deg. 28' 46" West along a portion of a West line of said original 15.704 acre tract, along a West line of said 12.704 acre tract and along. a portion of an East line of said 5216 acre tract distance of 534,30 feet to a 3!4 inch I.D. iron pipe set at the Northwest corner of said original 15,704 acre tract, at the Northwest corner of said 12.704 acre tract, at the Northeast corner of said 5.216 acre tract and in a South line of a 7.337 acre tract of land conveyed to Mary A. Writtle, at al, (4), by deed recorded in Book 3705, Page 221 of Franklin County Records, (passing a 314 inch LD, iron pipe set at a Southwest corner of said 12.704 acre tract at 187.39 feet); Thence North 89 deg. 31' 14" East along. the North Line of said original 15.704 acre tract, along the North line of said 12 704 acre tract, along portion of a South line of said 7,337 acre tract and along a portion of the South line of a 0-804 acre tract of land conveyed to Mary A, Windle by deed recorded in Book 3705, Page 226 of Franklin County Records, a distance of 746.58 feet to a 314 inch I.D. iron pipe found in the West line of Frantz. Road, at the Northeast corner of said original 15-764 acre tract and at the Northeast coiner of said 12.704 acre tract Thence South 19 deg. 36' 07" East along the West line of Frantz Road, along: the East line of said original 15.704 acre tract and along the East line of said 12.704 acre tract a distance of634.12. feet to 3!4 inch 1, D. Iron pipe set at a point of curvatura; Thence Southerly along a portion of the curved West line of Frantz Road, along the curve East line of said original 15.704 acre tract, along the curved East line of said 12.704 acre tract and with a curve to the right data of which ist Radius= 1859.86 feet and Sub -Delta = 1 deg. 34'48", aSub-Chord distance of 51.29 feet bearing South 18 deg_ 48'43" East to the place of beginning, containing 13,656 acres of land. PPN 273.003095-00 t. SUPPLEMENTAL PLAN—ATTACHMENT A Schedule of Special Assessments The Property will be subject t0 special assessments for the Authorized Improvements. in accordance with Ohio Revised Code. Chapter 1710. Total assessment costs: $1,345,914.48 Estimated semi-annual special assessments for 17 years: $39,585.72 Number of semi-annual assessments: 34 First semi-annual installment due: January 31, 2019 [Continued Next Page] B-5 The schedule of Special Assessments for the Authorized Improvements is as follows: Special Assessment Payment Date2 Special Assessment InstallmentAmount3 January 31, 2019 $39,585.72 July 31, 2019 39,585.72 January 31, 2020 39;585.72 July 31, 2020 39,585.72 January 31, 2021 39,585.72 July 31, 2021 39,585.72 January 31, 2022 39,585.72 July 31, 2022 .39,585.72 January 31, 2023 39,585.72 Jul.. 31, 2023 39,585.72 January 31, 2024 .39,585.72 July 31, 2024 39,585.72 January 31, 2025 39,585.72 July 31, 2025. 39,585.72 January 31, 2026 39,585.72 July 31, 2026 39,585.72 January 31, 2027 39,585.72 July 31, 2027 39,585.72 .January 31, 2028 39,585.72 July 31, 2028 39,585.72 January 31, 2029 39,58572 July 31, 2029 39 585,72 January 31, 2030 39;585.72. July31, 2030 39,585.72 January 31, 2031 39,585.72 July 31, 2031 39 585.72 January 31, 2032 39,585,72 July 31, 2032 39,585.72 January 31, 2033 39,585.72 July 3.1, 2033 39,585.72 January 31, 2034 39,585.72 Jul 31; 2034 39,585.72 January 31, 2035 39 585.72 July 31, 2035 39,585.72 -Pursuant to Ohio Revised Cade Chapter 323, the Special Assessment Payment Dates identified above are subject to adjustment by rhe: Franklin County Auditor under certain conditions. 3 Pursuant to Ohio Revised Code. Section 727 36, the Franklin County Auditor may charge and collect a fee in addition to the amounts listed in the above schedule. B-6 SUPPLEMENTAL PLAN—ATTACHMENT B Description of Authorized Improvements The Authorized Improvements are expected to consist of the following energy efficiency elements: EC.11s Project Cost Annual Utility Savings Annual O&M SaYhagS Simple Payback (yrs) Useful Life (yrs) LED lighting Upgrades HVAC & DDC Controls Upgrades $162,027 $354,603 $44,909 $14,377 $8,360 $24,871 8.7 9.0 18.0 17.0 Totals $816,630 $59,285 533,731 8.8 17.6 1m EXHIBIT COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT PROGRAM PLAN [See Attached] C-1 COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT PROGRAM PLAN The Columbus Regional Energy Special Improvement District (the "District") will administer property assessed clean energy ("PACE") program (the "Program"). The Program will provide financing secured by special assessments on teal property for special energy improvement projects. Pursuant. to Section 1710.02(F) of the Ohio Revised Code, NC Plaza LLC, as the initial owner of real property within. the District (the "Owner") authorizes, consents to, acid submits to the City of Columbus, Ohio for approval this plan for the Program (as the same may be amended and supplemented from time to time in accordance with its terms, the "Plan") to provide for the Program's administration and to set forth the terms and conditions of participation in the Program. The District is established pursuant to the special energy improvement district. provisions of Chapter 1710 of the Ohio Revised Code. This Plan refers to Chapter 1710 and any and all fatme. amendments to the special energy improvement district provisions of Chapter 1710 as the "Act." Any specific statutory reference contained in this Plan shall also refer to any succeeding or amending statutory provision. Participation in the District's Program is limited to property owners who: have agreed to add their property to the District and who otherwise meet the Program's terms and conditions. These terms and conditions are addressed in this Plan, and include, without limitation, an application; a petition, a schedule of assessments to be made on included property ("Assessment Schedule"), and the governing. documents forming the District. The. District's governing, documents include its Articles of Incorporation, Code of Regulations, resolutions duly adopted by the board of directors of .the District, acrd the applicable resolutions and ordinances of the participating political subdivision where the real property is. located (collectively, the '"Governing Documents"). As a condition to participation in the District and the Program, each property owner must review and agree to the Governing Documents and further must review, agree to, and execute this Plan, an application, a petition, and an Assessment Schedule. The Governing Documents, this Plan, the applications, the petitions, and the Assessment Schedules are referred to herein collectively as the "District, Documents," In addition to the District Documents, property ownersmay be required to agree to .and execute an agreement to impose special assessments as a condition to receiving financing of special energy improvement projectsfrom the District. The District Documents establishthe terms and conditions of the Program. The Program terms mid conditions may be amended from time to time as described in Part X of this Plan. By agreeing to and executing the District Documents, each property owner consents to the terms and conditions of all District Documents. C-2 Purpose of the Program: The Program is intended to assist property owners, whether private or public, who own real property within. participating political subdivisions to obtain financing :for special energy improvement projects, as that term is defined in the Act (the "Authorized Improvements"). Obligations, including but not limited to special assessment reimbursement agreements, special assessment revenue bonds and revenue notes, loan obligations or other evidences of indebtedness, and nonprofit corporation securities (collectively, the. `Program Obligations") may be issued by the District or on behalf of the District by a third party. Program Obligations or the proceeds from the saleof the .Program Obligations may be used to. finance Authorized Improvements that benefit properties within the District and any costs incurred by the: District in connection withthe issuance of Program Obligations. Participating political subdivisions shall levy special assessments on real property: included in the District, the payment of which may pay the Program Obligations and the costs of administering the Program. Special assessment payments levied to finance Authorized Improvements will be due and payable by property owners at the same time real property taxes are due; provided, however, that certain Program Obligations may require special assessments to be due and payable by property owners only to the extent that such property owners fail to pagan obligation of theproperty owner secured by special assessments, such as a loan, in which case special assessments will only be due and payable by property owners if. actually levied. Nothing in this Plan shall be construed as a representation on the part of any participating political subdivision, the District, the board of directors of the. District; or any of the. directors, officers, agents,members; independent contractors, or employees of the District or. board of directors that the Program is the best financing option available. Property owners are advised to conduct independent research to determine the best course of action. II. The District's Governance, Program Administrator, and Conduit Financing Entity The District shall be governed, pursuant to the District Documents and the Act, by the Board. of Directors (`Board") of the Columbus Regional Energy Special Improvement District, Inc., a nonprofit corporation organized under the laws of the State of Ohio (the "Corporation") to govern the District. Pursuant tothe .Act, other Ohio law, and the Code of Regulations of the Corporation, the Board may from time to time; and under such conditions as the Boarddetermines, delegate any or all of the authority contained in this Plan to its sub -Committee or to an agent, independent contractor, or employee of the Districtor the Board. This Plan specifically contemplates that, as authorized in the Act, the District may contract for the services of a "Program Administrator' and for the services of a "Conduit Financing Entity" C-3 The Program Administrator may provide; without limitation, the following services: (i) pursuant to Part III of this Plan, developing and administering eligibility guidelines, creating and administering an application, setting criteria.: and developing a list of pre -approved contractors, procuring resources or cooperating with property owners to procure resources, and administering referrals; (n) pursuant to Part IV of this Plan; marketing, program design, cooperating with property owners to implement Authorized Improvements, and other administrative services; and (iii) establishing and administering a revolving loan facility providing financing for certain special energy improvement projects. The Conduit Financing Entity shall be the Columbus-FranklinCountyFinance Authority. The Conduit Financing Entity may provide, without limitation, the following services: (i) pursuant to Part III of this Plan; financing Authorized Improvements and cooperating with property owners. to obtain financing for Authorized Improvements; (it) pursuant to Part IV of this Plan, tracking and administering Program Obligations, administering special assessments, budgeting, and conducting or overseeing the audit process; and (iii)assisting with marketing efforts relating to the District. III.. Program Eligibility, Approvals, Financing, and Procurement The Board is hereby authorized to. create; administer, amend, and abolish a process by which property owners join the Program.. The process by which property owners join the Program may include, without limitation, the following requirements: (A) Eligibility. The. Board is hereby authorized to create, administer, amend, and abolish eligibilityrequirements for the. Program. The Board is further authorized to determine, in each individual case, whether property is eligible for participation in the Program. To be eligible for participation in. the Program, each property owner must file petition with the Board requesting to add its property to theDistrict and .requesting the levy of special assessmentsto be. usedto pay or secure Program Obligations issued or used to finance Authorized Improvements. Each parcel of real property added to the District must have at least one Authorized Improvement. The petition to add property to the District shall be considered by the District in accordance with this Plan and the other District Documents. If the District approves the petition, it shall submit the petition to the executive officer and legislative body of the participating political subdivision in which the real property is located. A property owner may file more than one petition and may amend or withdraw any petition filed at any time before the petition is approved by the legislative body of the participating political subdivision in which the real property is located. Petitions .shall conform to the requirements of Ohio Revised Code Chapter 1710 and any requirements of the Board. To be eligible for participation in the Program, each property owner mast agree to be bound by the terms of this Plan. The Plan for the District maybe amended and supplemented from time to time in accordance with its terms, including,. C-4 specifically; by supplements to .the Plan which identify additional Authorized Irmprovements within the District to be subject. to the Plan or add property to the District and subject such additional property to the Plan. To be eligible for participation in the .Program, each property owner, with the exception of the Owner, must file a supplement to this Plan .(the "Supplemental Plan") with the Board and the clerk of the legislative body of the participating: political subdivision in which the real property is located identifying the Authorized Improvements tobe undertaken as part of the Plan applicable to real property within the District or to be added to. the district. Supplemental Plans shall include such other informationas may be required by the Board. Supplemental. Plans.. shall conform to the requirements of Ohio Revised Code Chapter 1710 and any requirements of the Board. (B) Application. The Board is hereby authorized to create, administer,amend, acrd abolish an application, including a pre -application, for participation in die Program. The Board further: may set the terms and conditions for theapplication's use and evaluation.. (C) Contractors. The Board is hereby authorized to require property owners to complete Authorized Improvements through the work of pre -approved contractors. The Board is further authorized to create criteria for the approval of contractors and to determine which contractors. meet the criteria and are. approved, The Board may communicate which contractors havebeen pre -approved to property owners by any means the Board deems appropriate, and the Board shall determine whether property owners comply with its pre -approved contractor's requirements. Nothing in this PIan or the District Documents shall. be construed to be a recommendation or guarantee of reliability of pre -approved contractors by any participating political subdivision, the. District, the Board, or any of the directors, officers, agents, members; independent contractors, or employees of the District or Board. (D) Procurement and Referrals. The Boardis hereby authorized to procure supplies; services, contracts, financing, and other resources related to the. completion of Authorized Improvements. The Board isfurther authorized to refer property owners to.. suppliers,service providers, contractors, lenders, and the providers of other resources related to the completion of Authorized Improvements and the administration of District activities. Pursuant to the Act, the Board shall adopt written rules prescribing competitive bidding procedures for the District and for Authorized Improvements undertaken by the District on behalf of property owners, which competitive bidding procedures may differ from competitive bidding procedures applicable to the City or the procedures in Chapter 735 of the Ohio Revised Code and may specify conditions under which competitive bidding is not required. Except as. specified C-5 in the Act and in this Plan, the District Documents shall not be construed to eliminate or alter the competitive biddingprocedures applicable to the City as a participating political subdivision. (B) Financing. The Board is hereby authorized to finance Authorized Improvements through the use or issuance. of Program Obligations. The Boardmay hire such legal and financial professionals as may be required to successfully finance Authorized Improvements through the use or issuance of Program Obligations. IV. Program. Services The Board is hereby authorized toprovide ongoing services to the District, its property, and the property owners. All services provided under this Plan shall be deemed to be services provided in furtherance of Authorized Improvements provided under this Plan. Such services, without limitation, may include the following;. (A) Program Design. The. Board is hereby authorized to design comprehensive services to establish and maintain the Program's legal and programmatic framework. (B) Program Administration. The Board is hereby authorized to educate the public on the Program and its purposes, market the program to the :public, process. applications, verify aspects of the Authorized Improvements, assure the. Program's overall quality and the quality of Authorized Improvements, serve. customers, and assist property owners in the origination and closing processes. (C) Marketing. The Board is hereby authorized to market the Program and promote the District's image through means such as developing literature and brochures, conducting public relations, collecting data, managing information, cooperating with members, creating electronic .and printmarketing materials, and holding special events. (D) Authorized Improvement Implementation The Board is hereby authorized to cooperate with property owners for the .implementation of Authorized Improvements, including cooperating with property owners for the addition of property to the District. and the approval of petitions. and Supplemental Plans by participating political subdivisions and the Board. (E) Tracking and Administration of Program Obligations The Board is hereby authorized to create, administer, .amend, and abolish procedures for the tracking and administration of Program Obligationsissued or used to finance. Authorized Improvements. Without limitation, the administration of special assessments may include .reporting delinquent special assessments, following-up with delinquent property, owners, and coordinating with. delinquent property owners. The Board C-6 may hire such professionals as may be required to successfullytrack and administer Program' Obligations, (F) Administering Special Assessments The Board is hereby authorized to create, administer, amend, and abolish :procedures for the administration of special assessments levied pursuant to the District Documents. Without limitation, the administration of special assessments may include calculating the amount of special assessments, preparing certifications of special assessments for the county auditor, billing the special. assessments, and considering property, owners' claims regarding the calculation or billing of special assessments. The Board may hire such professionals as may be required to successfully administer special assessments.: (G). Budgeting. The Board shall provide. for the production of an annual report describing the. District's budget, services delivered,. revenues received,. expenditures made, :and other' information about the District's activities. The annual report shall be made available to the Board and to the District's members. The Board may hire such professionals as may be required to successfully account for all District finances. (H) Auditing. The Board is hereby authorized toprovide for an audit of the District in such manner as the Board deems appropriate. The Board may hire such professionals as may required to successfully audit the District. (I) Other Services. The Board is hereby authorized to provide any other services authorized by the Act. V. Fees Program Costs. The Board is hereby authorized to charge to property owner, as costs of administering the Program, any costs permitted by the Act.. Such costs may include, without limitation, the following: (A) The cost of creating. and operating the District, including creating and operating the Corporation, hiring employees and professional services, contracting for insurance; and purchasing or leasing. office space or office. equipment; (B) The cost of planning, designing,and implementing Authorized Improvements or services under this Plan or any Supplemental Plan, including. payment of architectural, engineering, legal, appraisal, insurance, consulting, energy auditing,. and planning fees and expenses, and, for services under this Plan or any Supplemental Plan, the management, protection; and maintenance costs. of pubhe or private facilities; C-7 (C) Any court costs incurred, by the District in implementing this Plan or any Supplemental Plans; (D) Any damages resulting from implementing this Plan or any Supplemental Plan; (E) The costs of issuing; monitoring, paying interest on, and redeeming or refunding Program Obligations issued or used to finance Authorized Improvements or services under this Plan or any Supplemental Plan;. and (F) The costs associated with the .sale, lease, lease with an option to purchase,. conveyance of other interests in, or other contracts for the acquisition, construction, maintenance, repair, famishing, equipping, operation, or improvement of the District's territory, or between the District and any owner of property in the District on which an Authorized Improvement has been acquired, installed, equipped, or improved. Pursuant to the Act, such Program costs may be included in the special assessments levied: on real property within the District. Application Fee. The Board is herebyauthorized to set and charge an application fee for Program services provided by the District. The application feemaybe non-refundable. The application fee may be credited to the cost of Authorized Improvements if the application is approved and an Authorized Improvement is made to the property for which application was made. YI. Energy Efficiency and. Renewable Energy Regulations and Requirements Energy Efficiency Reporting Requirements. Ohio Revised Code Section 1710.061 requires the Board to submit a quarterly report to each electric distribution utility ("EDU") with a District Authorized Improvement within the EDU's certified territory. The quarterly report submitted to the EDU must include the total number. and a description of each new and ongoing District Authorized Improvement that produces energy efficiency savings or reduction in demand .and other additional information that the EDU needs to obtain credit under Ohio Revised Code Section 4928.66 for energy efficiency savings or reduction in demand from such projects. The Board is hereby authorized to submit quarterlyreports due required under Ohio Revised Code Section 1710.061 Property owners shall comply with Board requirements for information gathering mid reporting to ensure, Board compliance with Ohio Revised Code Section. 1710.061. Energy Efficiency Credits. The Board is hereby authorized to adopt rules governing energy. efficiency credits associated with: Authorized Improvements financed with Program Obligations or the proceeds of Program Obligations. Property owners shall comply with Board requirements in furtherance of energy efficiency credit programs. Renewable Energy Credits. The Board is hereby authorized to adopt rules governing renewable energy credits associated with Authorized Improvements. financed with Program Obligations or am the proceeds of Program Obligations.. Property owners shall comply with Board requirements in furtherance of renewable energy credit programs. Monetizing Other Enerav Efficiency or Renewable Energy .Attributes. The. Board is :hereby authorized to adopt rules governing the monetization of any energy efficiency or renewable energy attributes. of any Authorized ltvprovements financed with Program Obligations or the proceeds of Program Obligations. Property owners shall comply with Board requirements in furtherance of the monetization of such attributes. VII. Statutory Requirements As provided in the District Documents: (A)Additional. territory .may be added to the. District in accordance with the Act and the rules: established by the Board pursuant to Part III of this Plan. (B) The District Documents may be amended or supplemented in accordance with their teems. (C) As described in this Plan, the Board. is authorized: to implement and amend this Plan,. any Supplemental Plan, and any other plans for Authorized Improvements, public improvements, mid public services, all inaccordancewith the Act. (D)Tbe public improvements to be provided by the District are the Authorized Improvements identified in the petition and. Supplemental Plan. The area where the Authorized Improvements will be undertaken will be the area identifiedin each petition. requesting formation of the District or in any petition requesting addition of real property to the District. The method of assessment shall be in proportionto the special benefits received by each property owner within the District. as a result of Authorized Improvements. (E)For the purpose of levying an assessment, the Board may combine levies for Authorized Improvements and public services into one special assessment to be levied against each specially benefited property in the District. VIII. Changes in State and Federal Law The ability to issue or use. Program Obligations to finance Authorized. Improvements is subject to a -variety of state and federal laws. If these laws change after property owners have applied to the District for financing, the District may be unable to fulfill. its :obligations under this Plan. The District shall not be obligated to implement any provision of this Plan which is contrary to state or federal law. The District shall not be liable for any inability to finance Authorized Improvements as a result of state and federal law or any changes instate and federal law C-9 which. reduce or eliminate the effectivenessof financing Authorized Improvementsthrough the District's Program. IX. Releases and Indemnification The District has been created with the approval of the City of Columbus, Ohio, as a participating political subdivision, for the purposes of implementing this Plan and administering the Program. The Districtand any participating political subdivision shall be neither responsible nor liable for the installation, operation, financing, refinancing, or maintenance. of Authorized Improvements. Property owners will be solely responsible for the installation, operation, financing, refinancing, andmaintenance of the Authorized Improvements. Participation in the Program does not in any way obligate the District or any participating political subdivision to ensure the viability of Authorized Improvements. Owners of assessed real property must pay the special assessments regardless of whether the Authorized Improvements areproperly installed or operate as expected; By agreeing to and executing this Plan, each owner of real property included in the District (other than any political subdivision that owns real property included in. the District) agrees to release; defend, indemnify, and hold harmless the District and the participating political subdivisions; including their directors; officers, .members, agents, independent contractors, and employees, from and against any claims, actions, demands, costs, damages or lawsuits,. arising out of or connected with participation in. the Program,except as may arise from the acts or omissions of the District in'. breach of the Governing Documents, the. Petition, or the Plan or the negligence of the District. Any political subdivision thatowns real property included in the District agrees to release and hold harmless the District and the participating political subdivisions, including their directors, officers, members, agents, independent contractors, and employees, from and against any claims; actions,. demands, costs;, damages or lawsuits; arising out of or connected with, the political. subdivision's participation in the Program in its capacity as a property owner. X. Changes in the Program Terms; Severability Participation in the Program is subject to the District Documents' terms and conditions in effect from time to time during participation. The District reserves the right to change this Plan ands the terms and conditions of the District Documents at any time upon not less than 10 days' prior written notice. No suchchange will affect a property owner's rights or obligations under this Plan, including; without limitation, the payment (including the time schedule thereof) asset forth in the District. Documents. If any provision of the District Documents is determined to be unlawful, void, or for any reason unenforceable, that provision shall be severed from these District Documents and shall not affect the validity and enforceability of any remaining provisions. C-10 XI. Disclosure of Property Owner Information The District and any participating political subdivision may: discloseinformation of the District to any agent of the District or to third parties when such disclosure is essential either to the conduct of the District's business or to provide services to property owners, including but not .limited to where .such disclosure is necessary to (i) comply with the law (ii) enable the District and participating political subdivisions and their agents to provide services or otherwise perform their duties, and (iii) obtain and provide credit reporting information. In order to receive funding for the Program and to enable communication regarding the State of Ohio's energy programs, property owners' names and contact information may he disclosed to: their current electric utilities. Propertyowners' names, contact information, and utility usage data further maybe disclosed to the District and its agents for the purpose of conducting surveys and evaluating the Program. The District shall not disclose personal information to third parties for telemarketing, e-mail, or direetmail solicitation unless required to by law or court. order. Each owner of real property located within the District acknowledgesthat the District is subject to Ohio public records laws, including Ohio Revised Code Section 149.43 et seg. Each property owner that executes this Plan agrees to the disclosure of certain property owner information as stated in this Part. X17. Initial Authorized Improvements The Owner has requested and consented to certain special assessments by the District with respectto certain real property owned by the Owner and located. at 155 E. Broad Street, Columbus, Ohio 43215 and 20 South Third Street, Columbus, Ohio 43215 (the "Property', which Property is described more specifically in Exhibit A attached to this Plan. A schedule of special assessments to be levied on the Property to pay the costs of the Authorized Improvements is. attached to this Plan in Exhibit B. The Authorized Improvements. applicable to the Property will include: lighting. retrofits, roofing improvements, domestic water supply pump acquisition and installation, AHU controls and RCc Lite acquisition and installation, and DHW fuel switch acquisition and installation. As required by Ohio Revised Code Section 1710.01(K), said Authorized Improvements are anticipated to reduce or support the reduction of energy consumption, :allow for reduction in .demand, or support the production of clean, renewable energy. A detailed description of the Authorized Improvements is attached to this Plan in Exhibit B. C -I1 EXHIBIT D AMENDED ARTICLES OF INCORPORATION OF COLUMBUS REGIONAL ENERGY' SPECIAL IMPROVEMENT DISTRICT [See Attached] D -I *201632700798* .To..O1M Oe1ENT T DESGRieTpp [CLING E.'L PENALTY CMT On, It.'. X11832700799 DOMESTIC4MENOMENT TO SO Oa _�.._= on an ,an PPTICLES IAMDI Rceeipt Thin is nn a Fill. Please on nm remit paylnem. BRICKER R ECKLER LLP CHRISTINA MILLER 100 S THIRD ST COLUMBUS, OH 43215 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jon Hosted 2452374 11 is hereby ceni0ed that the SeemDry of Sure of Ohin has custody of the liminess records far COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. and, that sold busoca records shoothe riling and r¢on ing of. Doeumeng.) Dtuumem Nots): DOMESTICIAMENDMENT TO ARTICLES 201632700798 EffeeOve B.te: i OZL3914 Witness my bard and the seal of the ME�"%rTa°ug Secretary of State at Columbus, Ohio r� this 22nd day ofNavemh¢AD.2016. e Sme'fohio Or- ldtM Secr.lsl.,.fsu1e Ohio Svcrew, of State D-2 Fon,, 54HUboa by: WNquwmmmmdM wmMnr: ST JUN Hea... 0... SanaETARY nF STATE I �wgymva9•t gyp, p xn n..:tmisasFe=_unrnxol w •°'• ¢wpm; Ple.'�'ble em®rvnlr�wn�Mwomvw ^n��mxwaNN®ml «vn gYmwru)tiFm..pr bm'AOt mb'.lan+'weH` panic MammxHavm<.xwowamw.trctm* _. ___ Certificate of Amendment (Nonprofit; Domestic. Corporation) Filing Fee: $50 ]back the appropriate box: '- �.. Amendment to existing Articles ofincorocration by:Members pursuant to Ohio Revised Code secWn l7c2.38(C) (128 -AMD) Amended and Restated Articles by Members pursuant to Ohio Revised Code sacHun 1702.36(0) or arylecam C p,ma ent to Ohio Revised Code section 1702.38(E) (126,AMAN)-The following articles supersede Me eVstfng artless and all amendments Morale. Complete the following information: Name of Corporation Columbus Regional Energy Spetlal Improvement Oismd, Inc. charter Number 2452374 4copy of thoresoWlion of amendmentmust he attached to this document. Nate: if amended amimstated articles were adopted, amended articles must set forth all provisions required In original articles other than with respect to the initial directors pursuant to Ohio Revised Cade section 1702.38(A). In the rase of adoption of the resolution by the directors, a statement of the basis far such adoption shall be provided. Fotm 541 Page l o1`2 Last Revised:V28113 D-3 see Code Sucker8EW ILLP 38(G). IgnaNre _�� epre9eelative. !h Nen lheY l 1��(i e "s9naMe' J� _. y Neir name \ l MIJ'&Cb eeif epresenta0ve pant Name ame in the �xeae Signature 9enfaltya .9 entity ae'SY 6bz _ melnNe SY Cd aPNi.bl.) box. Pdnl Name Porta$41 Page 2 of Lad Revl9ed:2120113 D-4 ACTION BY UNANIMOUS WRITTEN CONSENT OF TBE.MEMBERS OF COLUMBUS REGIONAL ENERGY SPECIALIMPROVEMENT DISTRICT', INC. paramour an Section 170225, Ohio Reviscd Cede and Section 1.08 of the :Code of Regulations of the Columbus. Regional Energy Special Improvement District, Inc. (the "Corpomdori j and in lieu of a meeting of Members of the Corporation for such purposes, the undersigned, being nlI of the Members of the Corporation entitled to notice of such covering, do hereby waive such notice of such meeting and hereby take and authorize by voacimouv written consent such and all of the following actions for anordmentofthe Articles oflncerporetionofthe Corporation and transaction of all such other business as hereinafier set Forth: Approval ofAmendment to Articles of lncornontien: RESOLVED, that Article First of the Articles of Incorporation of the Corporation, attached to these resolutions as Appendix I (the "Articles of Incorporation") is hereby annended to read as follows: FIRST Name of Corporation: The acne of the Corporation shall, at any time and from timeto time be the unique proper a only of each participating political subdivision, as defined in Ohio Revised Code C"ORC") Section 1710.02(E), of the special improvement district governed by the Board of Directors of the Corporation, scpmtcd by commes, and followed by the words "Regional Energy' Special Imprevemrnt District, lac," For demonstration purposes, as fthe adoption of this Article First, the name of the Corporation shall be "Columbus, Worthington Energy Special Improvement District, Inc." FURTHER RESOLVED, that Article Third of the Articles of Incorporation is hereby amended to read as follows: THIRD The purpose for which the Corporation is fanned shall he: CA) To govern the Columbus, Worthington Regional Energy Special Improvement Disrifc4 a special improvement district (as: the same shall 6om three totime be named in accordance with Avdcle First of these Articles of Incorporation, the "District') created pursuant to ORC.Chapter 1710. The District's purpose is to entrance the value ofproperties within the District: and improve the environment by developing and assisting in developing within the District special energy improvement projecM'fhe D-5 District will be authorized to provide special energy impmvemert projects porsuent. to ORC Chapter 1710 that will. benefit property and the environment within the boundaries of the District. The District will be nuthorioad10take anyo bu actionsparsnantto CRCChaptu 1710that may be taken by a special improvement district organized for the Impose of developing anis implementing plans for special energy improvement projects The City of Columbus, Ohio (°Columbus'D and the City of Worthington, Ohio ("Worth(ngtan") arc each a "participating poffical subdivision," as that term is defined in ORC Section 1710.01(B), that will be authorized to levy a special assessm o t on each property within their respsetivetcaftorial within theDisuicte, pay for such improvements, based on the benefits those special energy improvement projects confer. (B) To engage in any lawfid am, activity, or business not cormely to, and for which a nonprofit corporation may be f na ed ander, the laws ofthe Stateof Ohio. (C) To have and exercise all powers, rights, and privileges conferred by the laws of the State of Ohio on nonprofitcorporations or on special improvement districts, including, but not limited to, buying, leasing, or otherwise acquiring and holding. using or otherwise enjoying MCI selling, leasing or otherwise disposing of any interest in any property, real or personal, of whatever nature and wheresoever situated; and buying and selling ieacwahle energy credits, stocks, bonds, or my other security of any issue as the Corporation by action of it, Board may, at any time and from time to time, deem advisable. (D) The reasons for establishing the District include enhancing the value of properties within the District and impmvingthe WAr areent. The District will enhance the public health, safety, peace, convenience, and welfare by developing and assisting in developing special energy improvement projects that reduce the territory's carbon footprint, promote the District as a location for green technologyjob Man or, benefit property within the District, and improve the environment: FDRTHER RESOLVED, that Article Sixth of the Articles of Incorporation is hereby amended to read as follows: SIXTH The Corporation shag be controlled and managed under the d'necdonafthe Board. The Board shall at all times consist of at least five (S) individuals. (individually a"Director'). (A) The municipal executive; as defined in ORC Section 1710.01(D),. of each participating political subdivision of the District or m employee of mchparticipating political subdivisionwho is involved withits planning or D-6 economic development functions and Who shall be appointed by and serve at the plcesme of such participating political subdivision's municipal executive each "I serve as a Director. (R) A person appointed by and serving. al .thepleasure of the. legislative authority of each participating political subdivision of the Disma.h shall serve as a D'vector. (C) The remaining Directors shalt be. Members or executive repustantafivcs of i4embcm elected,designated, or appointed by the. Members as desctibed in the Code ofRegulations ofthe Corporation.. The Board of Directors of the Corporation from time to time shall constitute. the Board of Directors of the Corporation under ORC Chapter 1710. FURTHER RESOLVED, that Article: Seventh of the Articles of incorporation is. hereby amended to rcadas follows: SEVENTH The territory within the District shall be described generally as that portion of the participating political subdivisions consisting of property owned by each. property owner. within a participating political subdivision that has petitioned the participating political subdivision for the developmenrofa special energy improvement project, as that term is defined in ORC Section 1710.01(1). As provided in ORC Section 1710,02(A), the territory in the District may be noncontiguous if at least one special energy improvement project is designated for each panel of real property included in the District. As further provided in Section 1710.02(A), additional territory may be added to the District for the purpose of developing and implementingplace for special energy improvement projects if at least one special energy Improvement project is designated for eachparcel of real property included within such additional territory and the addition of territory is authorized by the plan for the District under Chapter 1710. The addition of such territory shall be authoriand in the plan for the District- FURTHER istrict FURTHER RESOLVED, that Article Eleventh of the Articles. of Incorporation is hereby amended to read M follows: ELEVENTH The District is hereby audiorired to use the trade name "Columbus Regional Energy Special Improvement Dismdcb' and the Corporation is hereby authmaed to use the trade name "Columbus Regional Energy Special Improvement District, lac." D-7 There being no further business to be taken by the undersigned Members pursuant to this action by unanimous wrihen consent, each of the Members has signed this action as of the data indicated below,. and this action byunazdmous consent shall be filed with or otherwise entered in the minutes or other appropriate records of this Corporation: 155 SPE, LLC, a Delaware limited liability company By: Edwards Associates 155, LLC, an Ohio limited liability company, its: sole Member By Vi � P=idet November 1, 2016 D$ CERTIFICATE: The wtlemigned Secm1my-Tronnear of the. Columbus,, WorNingmn Regional Eurgy Special Impsovameat Distric% Ina hereby ccrifin that the foregoing oesolugons were duly adopted by the majority of the voting members of the Corporation present in pawn, by use of authorized mmmtmications equipment, by mail, or by proxy a a mating cfthe members field for that pouposq m which quo= was present. vykDATE: �� Ij _—_ Secretary- remure Columbus, Worthington Regional Energy Special lmprevemeut 6istric, Inc. D-9 APPENDIX ARTICLES OF INCORPORATION OF COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT. INC. [See Attached] D-10 BIiiCMERtEGYFP LV CINll4iYNN13q t0i8011fHi111109TP&T WLLpAU9.pIM15 STAT7OF IO CERTIFICATE Ohio NostdyNfa py�ienmwbnLLVlO6Rbl.PICrM.L.e.LLu�Nl.F.AIS1YLWf ¢Nr. mf. bW M tle M of h 8�': Y NAY. a CChope. 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