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Resolution 008-19
RECORD OF RESOLUTIONS BARRET"T BROTHERS - DAYTON, OHIO Resolution No. 08-19 Passed. A RESOLUTION APPROVING THE PETITION FOR SPECIAL ASSESSMENTS FOR SPECIAL ENERGY IMPROVEMENT PROJECTS UNDER OHIO REVISED CODE CHAPTER 1710 (BRIDGE PARK D BLOCK PROJECT) 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, 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, Scioto Tuller Acquisition, LLC and Creekside Acquisition Columbus Associates, LLC (collectively, the "Owner"), as the owner of certain real property located within the City of Dublin, Ohio (the "City"), has identified certain real property consisting of Franklin County Auditor Parcel Numbers 273-013032, 273-013029, and 273-013030 (the "Project Site"), as an appropriate property for a special energy improvement project pursuant to Ohio Revised Code Chapter 1710; 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 Bridge Park D Block, Dublin, Ohio 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; C WHEREAS, Bridge Park DBlock Commercial Investments, LLC, in anticipation of being the successor in interest of the Owner in the Project Site has consented to the filing of the Petition and the Supplemental Plan; 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 "Prof ect"); and Form 6301 RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Form 6301 Resolution N008-19 Passed Page 2 of 2 .9-- -- WHEREAS, the Petition is for the purpose of developing and implementing special energy improvement projects in furtherance of the purposes set forth in Section 2 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 WHEREAS, in furtherance of the future addition of any real property in any municipal corporation or township contiguous to the municipal corporations or townships in 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, 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 and determines that all formal actions of this Council concerning and relating to the passage of this Resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal action were in meetings open to the public in compliance with all legal requirements, including Ohio Revised Code Section 121.22. Section 3. This Resolution is effective upon passage as provided under Section 4.04(a) yT the Revised Charter. , Si Mayor — Presidina/Officer Attest: Clerk of Council Passed: February Ll , 2019 Effective: February� �, 2019 To: Members of Dublin City Council From: Dana L. McDaniel, City Manage Date: February 5, 2019 Ink*lated By: Colleen Gilger, Director of Economic Development Jeremiah Gracia, Economic Development Administrator Ordinance Nos. 03-19, 04-19 and 05-19 Property Assessed Clean Energy (PACE) Special Improvement for Bridge Park Block D Property Assessed Clean Energy (PACE) programs represent a great mechanism available for financing energy efficiency and renewable energy improvement projects. 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.] 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. Staff recommends Council approve Resolution Nos. 08-19 and 09-19 on February 11,, 2019 and Ordinances Nos. 03-19, 04-19 and 05-19 on February 25, 2019. Please contact Jeremiah Gracia with any questions. Memo re. PACE fat Bridge Pah Block D Febmary 5, 2019 Page 2 oft WHAT IS PACE? Prood" Assailed ooh Franey IPAc91r a fimiei "dhNM got Nhi beam 111i Nei far e,i all .... y rerecovade,eg eny Ind WIN, on prolem- PAR financly 6 repaid 1111 assessm meon Ne pmpem/s dto del, and Ir processed the, same it at drier b,11 pursue lunefit rm gWewarks, sedi have n far deodes. Ce Mmg o IryWation PME Non Yusad for mmme acrd Nonprofit am mrmetul propani HOW DOES IT WORK? Flt pmgaams are enatlWad of and aalbred to meet region legklatbn a III tNt adnwes M111 leer ho mint FACE progtann ad onal gomnments tare developed a rarlety of Not mldtlnNt nrve teen mmsrfully lmplemmted. Pegadlerr of month, dtere are sareml Feyst arat that Find true for ercry PAR Ni Mary for At parker involved WMofa WMaa's hard and soft costs . • Ng financing terms no m 20" Ins l • Fdly, lrcal and federal rcmtice programs. ratgy pmlHllu tr, , drmani Nfirtd to a property • Then PKE assexmmtls fi4tl when Nelml muddpallryasa leen Ad me,property. WHY IS IT SO POPULAR? Property wmws lave PACE Ni n.. toy an fund prodat mm no ou.W nexced III ort PAR finanthing terms ovi to M yearslfI posslde toureertatr Map rtcvfitr Wt Fare Indiangful ei Ni and a sgnhfiwt Impa onmMne energy savings ex eb a PACE prept... all N,,dien innmi.sssmentpaynn opropelroadn are cnnfiw poldve Immedarey That mean. there rte moeassd 611111 had on lx.p.m on whew oplulinual bNowerexperiamorbuhanessexpandon. wl goeemmme.lme PACE beeou near endi oavelopmentlnaadama lw ,memsmfddngnuaness Inmermmmun" It enmunges new dulms IN uearm Ids IN me bol worki PACE Indent, rdp have, a Ni Ima Nal, III mit NIthmo n,g 11h re IMk n enommtla HOW CAH 1 GET PACE? as for all me Nods and re.wrres Inn nem m get.or�d wnn P[E Check m sse n your art M. weed a Pi statute, and n put art has an Indent pot If nine candmi to fiM and ether, I,,lodal Indi In denlopm.m add we may he i to put pu m Inch wed a iti ,fni WeInk forwii wneanyfiomywi BENEFITS OF PACE PACENation WENIEM Is the her an,l firdi We d o Ii the edocaa PETITION FOR SPECIAL 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 Scioto Tuller Acquisition, LLC, an Ohio limited liability company, and Creekside Acquisition Columbus Associates, LLC, a Delaware limited liability company (together, the "Petitioner") are the owners of 100% of the real property described on Exhibit A attached to this Petition (the "Property"). Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company, will purchase the Property and implement special energy improvement projects on the Property as further described in this Petition. The Board of Directors of the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc. doing business under the registered trade name the Columbus Regional Energy Special Improvement District, Inc. (the "Corporation"), an Ohio 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(1). 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 additional territory added to the District. The Board of Directors of the Corporation has received or will receive 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 expansion of the District to include the Property. Page 1 of 9 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 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 be undertaken by the District, and (ii) 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, (ii) 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 schedule of 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 certifies, represents, and warrants to the District and the City that the actual costs of the Authorized Improvements 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. In the event that at any time following the date of this Petition the Property is combined or subdivided into permanent parcels in the records of the County Auditor of Franklin County, Ohio (the "County Auditor") then the Petitioner hereby requests that the Special Assessments be allocated among only the resulting parcels which will be classified for real property taxation purposes as any use other than residential real property, subject to the exceptions set forth in the following sentence ("Assessed Parcels"). No Special Assessments shall be allocated to any resulting parcels which will be classified for real property taxation purposes as residential real property or property on which a public parking garage or public market are constructed ("Non - Assessed Parcels"). The allocation among any resulting Assessed Parcels shall be equal to the quotient of the square footage of such Assessed Parcel divided by the aggregate square footage of all Assessed Parcels within the boundaries of any Original Parcel (as defined below). The Petitioner hereby certifies, represents, and warrants to the District and the City that the portion of the Special Assessments allocated to each resulting Assessed Parcel, and the fact that no Special Assessments will be allocated to any resulting Non -Assessed Parcel, all as described above, will cause each resulting Assessed Parcel to have Special Assessments allocated to it in proportion to, and not in excess of, the special benefits to be conferred on the resulting parcel or resulting parcels by the Authorized Improvements identified in this Petition. Page 2 of 9 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 (the "Original Parcels") 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 in connection with the preparation, levy and collection of the Special Assessments; the cost of purchasing and otherwise acquiring any real estate or 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 otherwise to 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 Special Assessments are 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 borne 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 terms 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 subject to the Special Assessments for the actual costs of the Authorized Improvements set forth in Exhibit B in the deed 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 deed or in a separate instrument recorded with respect to 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 deed to any transferee or in a separate instrument recorded with respect to the Property at the time of the subsequent transfer (a) for the acquisition by the transferee of the Property subject to any outstanding Special Assessment and the transferee'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 a separate instrument recorded with respect to the Property at the time of the subsequent transfer the conditions described in clause (a) so long as the Special Assessments remain unpaid. Page 3 of 9 The Petitioner further acknowledges and confirms that the Special Assessments set forth in this Petition and in the Supplemental Plan attached as Exhibit B 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 consents to proceeding with the Authorized Improvements. Without limiting the foregoing, the Petitioner specifically waives any notices and rights under the following Ohio Revised Code Sections: • The right to notice of the adoption of the Resolution of Necessity under Ohio Revised Code Sections 727.13 and 727.14; • 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 727.17; • The right to file 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, and if 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 are based 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 Page 4 of 9 Assessments for the Authorized Improvements. In the event the final assessments exceed the estimated assessments, the Petitioner, without limitation of the other waivers contained in this Petition, also waives any rights it may now or in the future have to object to those assessments, 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 and 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 assessments are not 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 right to pay the final assessments for the Authorized Improvements in cash 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 shall be payable in fifty-six (56) semi-annual installments, with collection commencing with the semiannual installment payment of first-half real property taxes for tax year 2020 (collection year 2021) due with respect to the Property. Pursuant to Ohio Revised Code Section 1710.03(C), the Petitioner hereby appoints the duly elected members of the Board of Directors of the District as its designee to carry out the rights and responsibilities of District members under Ohio Revised Code Chapter 1710 or 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 and all 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 a judicial or administrative proceeding, the undertaking of the Authorized Improvements, the estimated assessments, the final assessments, 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 Page 5 of 9 therefore shall be irrevocable and shall be binding upon the Petitioner, any successors, assigns, or affiliates 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, and that this Petition is available for inspection at the office of the Clerk of Council of the City. [Balance of Page Intentionally Left Blank] Page 6 of 9 IN WITNESS WHEREOF, the Petitioner has caused this petition to be executed by its undersigned duly authorized signatory. PETITIONER: Scioto Tuller Acquisition, LLC an Ohio limited liability company By: Name: 1rG C'rz. r.( Title: A, Pt AV- Address for notices to Petitioner: STATE OF QB to SS: COUNTY OF -470-ArOLu rJ PARCELS OWNED: 273-013032-00 273-013030-00 Scioto Tuller Acquisition, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford On the k* day of ALAvow 2419, as the of Scio o Tuller Acquisition, LLC, personally appeared before me, a notary pub is in and for the State of oti..v , who acknowledged the execution of the foregoing Petition on behalf of Scioto Tuller Acquisition, 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 and year aforesaid. Ise 14, '. .o . [SEAL] •'~+��i s r� � tisk` -01 Notary Public Page 7 of 9 IN WITNESS WHEREOF, the Petitioner has caused this petition to be executed by its undersigned duly authorized signatory. PETITIONER: Creekside Acquisition Columbus Associates, LLC a Delaware limited liability company By: Name: (�,�{ j] . Chic. w k rd Title: AWOu , l"+t clr Address for notices to Petitioner: STATE OF er! % SS: COUNTY OF gArAr.L10-1 PARCEL OWNED: 273-013029-00 Creekside Acquisition Columbus Associates, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford On the ?ori -1 day of , 2019, c -- D- C vtdz%Ska j as the !� of deekside Acquisition Columbus Associates, LLC, personally appeared before me, a notary public in and for the State of OWC, I who acknowledged the execution of the foregoing Petition on behalf of Creekside Acquisition Columbus Associates, 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 and year aforesaid. [SEAL] ,`"`�"ti�,iiot�r .r4op , '•` �`•.0. .w Page 8 of 9 0. Notary Public IN WITNESS WHEREOF, Bridge Park DBlock Commercial Investments, LLC, in anticipation of being the successor in interest of the Petitioner in the Property, hereby consents to the filing of the Petition with the City, confirms all of the information herein, and agrees to perform the obligations of the Petitioner at such time as it takes ownership of the Property. BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, an Ohio limited liability company By: Name: /3 r -&Py¢ W IVY4 Title: A4 dC K 4,' Address for notices to Bridge Park DBlock Commercial Investments, LLC STATE OF ©H i o SS: COUNTY OF Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford On the _ day of, 2019, as the of Bri gee Park DBlock Commercial Investments, LLC, personally appear before me, a notary public in and for the State of C7L►w who acknowledged the execution of the foregoing Petition on behalf of Bridge Park DBlock Commercial Investments, 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 and year aforesaid. [SEAL] Page 9 of 9 t Notary Public EXHIBIT A DESCRIPTION OF PROPERTY The real property subject to this Petition and owned by Bridge Park DBlock Commercial Investments, LLC is located between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, and having the following Franklin County Auditor Parcel Numbers: 273-013032 273-013029 273-013030 A-1 EXHIBIT B COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT PROGRAM PLAN SUPPLEMENT TO PLAN FOR BRIDGE PARK D BLOCK, 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 a Petition submitted in connection with this Supplemental Plan, Scioto Tuller Acquisition, LLC, an Ohio limited liability company, and Creekside Acquisition Columbus Associates, LLC, a Delaware limited liability company (together, the "Property Owner"), has requested and consented to certain special assessments by the City of Dublin (the "City") and the District with respect to certain real property owned by the Property Owner and located between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, and having Franklin County Auditor Parcel Numbers 273- 013032, 273-013029, and 273-013030 (the "Property"). A proposed schedule of 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 and the District that the actual costs of the Authorized Improvements have been ascertained. The Special Assessments shall be allocated among the parcels (each an "Original Parcel") that make up the Property as follows: Parcel Proportion of Total Special Assessments 273-013032 64% 273-013030 13% 273-013029 23% In the event that at any time following the date of this Supplemental Plan the Property or any Original Parcel is combined or subdivided into permanent parcels in the records of the County Auditor of Franklin County, Ohio (the "County Auditor") then the Property Owner hereby requests that the Special Assessments be allocated among only the resulting parcels which will be classified for real property taxation purposes as any use other than residential real property, subject to the exceptions set forth in the following sentence ("Assessed Parcels"). No Special Assessments shall be allocated to any resulting parcels which will be classified for real property taxation purposes as residential real property or property or on which a public parking garage or public market are constructed ("Non -Assessed Parcels"). The allocation among any resulting C Assessed Parcels shall be equal to the quotient of the square footage of such Assessed Parcel divided by the aggregate square footage of all Assessed Parcels within the boundaries of any Original Parcel. The Property Owner hereby certifies, represents, and warrants to the District and the City that the portion of the Special Assessments allocated to each resulting Assessed Parcel, and the fact that no Special Assessments will be allocated to any resulting Non -Assessed Parcel, all as described above, will cause each resulting Assessed Parcel to have Special Assessments allocated to it in proportion to, and not in excess of, the special benefits to be conferred on the resulting parcel or resulting parcels by the Authorized Improvements identified in this Supplemental Plan. The Authorized Improvements applicable to the Property will include: acquiring, installing, equipping, and improving energy efficiency improvements on its Property, including, without limitation, lighting retrofits, high -efficiency HVAC systems, building automation controls, energy efficient roofs, building insulation, energy efficient windows and doors, and related improvements. As required by Ohio Revised Code Section 1710.01(K), the 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 to be located within the District acknowledges that the District and the City are subject to Ohio public records 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 by law. C 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: Scioto Tuller Acquisition, LLC, an Ohio limited liability company By: Name: C vt.`F �. G rec W Title: aGt-a_ I -w Address for notices to Property Owner: Im PARCELS OWNED: 273-013032-00 273-013030-00 Scioto Tuller Acquisition, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford 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: Creekside Acquisition Columbus Associates, LLC, a Delaware ji"ted liability company By: Name: 1112 re k44 b. 60"4/4 I -C( Title: nYt�� Address for notices to Property Owner: PARCEL OWNED: 273-013029-00 Creekside Acquisition Columbus Associates, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford Bridge Park DBlock Commercial Investments, LLC, in anticipation of being the successor in interest of the Property Owner in the Property, hereby consents to the ding of the Supplemental Plan with the City, confirms all of the information herein, and agrees to perform the obligations of the Property Owner at such time as it takes ownership of the Property. BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, an Ohio l' ' bilit mpany By. Name: G k- 6 , C Title: 114 A K- A- I x tI Address for notices to Bridge Park DBlock Commercial Investments, LLC Los Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford Description of Real Property Subject to this Supplemental Plan: The real property subject to this Supplemental Plan and owned or to be owned by Bridge Park DBlock Commercial Investments, LLC is located between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, and having Franklin County Auditor Parcel Numbers 273-013032, 273-013029, and 273-013030. SUPPLEMENTAL PLAN -ATTACHMENT A Schedule of Special Assessments The Property will be subject to special assessments for the Authorized Improvements in accordance with Ohio Revised Code Chapter 1710. Total assessments costs: $31,221,830.28 Estimated average semi-annual special assessments for 28 years: 557,532.68 Number of semi-annual assessments: 56 First semi-annual installment due: January 31, 2021 Special Assessment Payment Date' Total Special Assessment Installment Amount Special Assessment Amount for Parcel 273-010322 Special Assessment Amount for Parcel 273-01030 Special Assessment Amount for Parcel 273-010292 January 31, 2021 $512,940.47 $328,281.90 $66,682.26 $117,976.31 July 31, 2021 512,940.47 328,281.90 66,682.26 117,976.31 January 31, 2022 512,940.47 328,281.90 66,682.26 117,976.31 July 31, 2022 512,940.47 328,281.90 66,682.26 117,976.31 January 31, 2023 512,940.47 328,281.90 66,682.26 117,976.31 July 31, 2023 512,940.47 328,281.90 66,682.26 117,976.31 January 31, 2024 512,940.47 328,281.90 66,682.26 117,976.31 July 31, 2024 512,940.47 328,281.90 66,682.26 117,976.31 January 31, 2025 512,940.47 328,281.90 66,682.26 117,976.31 July 31, 2025 512,940.47 328,281.90 66,682.26 117,976.31 January 31, 2026 535,287.78 342,584.18 69,587.41 123,116.19 July 31, 2026 535,287.78 342,584.18 69,587.41 123,116.19 January 31, 2027 535,287.78 342,584.18 69,587.41 123,116.19 July 31, 2027 535,287.78 342,584.18 69,587.41 123,116.19 January 31, 2028 535,287.78 342,584.18 69,587.41 123,116.19 July 31, 2028 535,287.78 342,584.18 69,587.41 123,116.19 January 31, 2029 554,999.49 355,199.67 72,149.94 127,649.88 July 31, 2029 554,999.49 355,199.67 72,149.94 127,649.88 January 31, 2030 554,999.49 355,199.67 72,149.94 127,649.88 July 31, 2030 554,999.49 355,199.67 72,149.94 127,649.88 January 31, 2031 554,999.49 355,199.67 72,149.94 127,649.88 July 31, 2031 554,999.49 355,199.67 72,149.94 127,649.88 January 31, 2032 554,999.49 355,199.67 72,149.94 127,649.88 July 31, 2032 554,999.49 355,199.67 72,149.94 127,649.88 January 31, 2033 554,999.49 355,199.67 72,149.94 127,649.88 July 31, 2033 554,999.49 355,199.67 72,149.94 127,649.88 January 31, 2034 570,788.86 365,304.87 74,202.55 131,281.44 July 31, 2034 570,788.86 365,304.87 74,202.55 131,281.44 January 31, 2035 570,788.86 365,304.87 74,202.55 131,281.44 ' Pursuant to Ohio Revised Code Chapter 323, the Special Assessment Payment Dates identified above are subject to adjustment by the Franklin County Auditor under certain conditions. 2 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. Special Assessment Payment Date' Total Special Assessment Installment Amount Special Assessment Amount for Parcel 273-010322 Special Assessment Amount for Parcel 273-01030 Special Assessment Amount for Parcel 273-010292 July 31, 2035 $570,788.86 $365,304.87 $74,202.55 $131,281.44 January 31, 2036 570,788.86 365,304.87 74,202.55 131,281.44 July 31, 2036 570,788.86 365,304.87 74,202.55 131,281.44 January 31, 2037 570,788.86 365,304.87 74,202.55 131,281.44 July 31, 2037 570,788.86 365,304.87 74,202.55 131,281.44 January 31, 2038 570,788.86 365,304.87 74,202.55 131,281.44 July 31, 2038 570,788.86 365,304.87 74,202.55 131,281.44 January 31, 2039 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2039 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2040 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2040 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2041 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2041 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2042 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2042 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2043 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2043 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2044 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2044 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2045 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2045 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2046 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2046 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2047 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2047 581,140.77 371,930.09 75,548.30 133,662.38 January 31, 2048 581,140.77 371,930.09 75,548.30 133,662.38 July 31, 2048 581,140.77 371,930.09 75,548.30 133,662.38 ' Pursuant to Ohio Revised Code Chapter 323, the Special Assessment Payment Dates identified above are subject to adjustment by the Franklin County Auditor under certain conditions. 2 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. SUPPLEMENTAL PLAN—ATTACHMENT B Description of Authorized Improvements The Authorized Improvements are expected to consist of the following energy efficiency elements: C Annual Annual Utility O&M Useful ECMs Savings Savings Life (yrs) All Lighting Retrofits $79,183 $5,500 15 HVAC Equipment — Split Systems $40,633 $1,000 25 Building AutomatiJml&b:,Introls at D7,� $1,500 20 Energy Efficient Roofs $16,293 $3,000 25 Building Insulation, Efficient Windows and Doors 35 Project Engineering and $0 $0 NA Management Cost Totals $145,300 $11,000 C EXHIBIT C COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT PROGRAM PLAN [See Attached] C-1 13611231v2 COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT PROGRAM PLAN The Columbus Regional Energy Special Improvement District (the "District") will administer 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. 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, and 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 future 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, and 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 owners may be required to agree to and execute an agreement to impose special assessments as a condition to receiving financing of special energy improvement projects from the District. The District Documents establish the terms and conditions of the Program. The Program terms and 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 13611231v2 I. 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 sale of 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 with the 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 pay an obligation of the property 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. IL 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 to the 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 Board determines, 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 District or 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 13611231v2 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; (ii) 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 -Franklin County Finance 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; (ii) 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 eligibility requirements 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 a petition with the Board requesting to add its property to the District and requesting the levy of special assessments to be used to 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 must agree to be bound by the terms of this Plan. The Plan for the District may be amended and supplemented from time to time in accordance with its terms, including, C-4 13611231v2 specifically, by supplements to the Plan which identify additional Authorized Improvements 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 to be 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 information as 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, and abolish an application, including a pre -application, for participation in the Program. The Board further may set the terms and conditions for the application'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 have been 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 Plan 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 Board is hereby authorized to procure supplies, services, contracts, financing, and other resources related to the completion of Authorized Improvements. The Board is further 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 13611231v2 in the Act and in this Plan, the District Documents shall not be construed to eliminate or alter the competitive bidding procedures applicable to the City as a participating political subdivision. (E) Financing. The Board is hereby authorized to finance Authorized Improvements through the use or issuance of Program Obligations. The Board may 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 to provide 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 print marketing 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 Obligations issued 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 13611231v2 may hire such professionals as may be required to successfully track 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 to provide for an audit of the District in such manner as the Board deems appropriate. The Board may hire such professionals as may be 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 owners, 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 public or private facilities; C-7 13611231v2 (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, furnishing, 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, and 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 hereby authorized to set and charge an application fee for Program services provided by the District. The application fee may be 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. VL Energy Efficiency and Renewable Energy Regulations and Requirements EnerRv Efficiencv 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 quarterly reports due required under Ohio Revised Code Section 1710.061. Property owners shall comply with Board requirements for information gathering and 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 C-8 13611231v2 the proceeds of Program Obligations. Property owners shall comply with Board requirements in furtherance of renewable energy credit programs. Monetizing Other Energy 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 Improvements 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. VIL 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 terms. (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, and public services, all in accordance with the Act. (D)The 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 identified in 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 proportion to 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 fmance Authorized Improvements as a result of state and federal law or any changes in state and federal law C-9 13611231v2 which reduce or eliminate the effectiveness of financing Authorized Improvements through 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 District and 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, and maintenance 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 are properly 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 that owns 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 and the terms and conditions of the District Documents at any time upon not less than 10 days' prior written notice. No such change will affect a property owner's rights or obligations under this Plan, including, without limitation, the payment (including the time schedule thereof) as set 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 13611231v2 XI. Disclosure of Property Owner Information The District and any participating political subdivision may disclose information 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 be disclosed to their current electric utilities. Property owners' names, contact information, and utility usage data further may be 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 direct mail solicitation unless required to by law or court order. Each owner of real property located within the District acknowledges that the District is subject to Ohio public records laws, including Ohio Revised Code Section 149.43 et seq. Each property owner that executes this Plan agrees to the disclosure of certain property owner information as stated in this Part. XIL Initial Authorized Improvements The Owner has requested and consented to certain special assessments by the District with respect to 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 RCx 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-11 13611231v2 EXHIBIT D AMENDED ARTICLES OF INCORPORATION OF COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT [See Attached] D-1 13611231v2 *201632700798* BRICKER & ECKLER LLP CHRISTINA MILLER 1 W S THIRD ST COLUMBUS, OH 43215 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jon Hosted 2492314 It Is herehy ceruoed Nn Ne secretary afsm a of ohm has custody of the baelness «dow for COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. and, that Said business records show the Jilin¢ and recording of. Docum cri Document NEW: DOWS1I0AN61NDhIENT TO ARTICLES 201632700198 Effective Date:/1/2212016 ease Witness my head Rod the seal of the "TAI Witness Secretary of Stale at Columbus, Ohio this 22nd day ofNovcmber. A.D. 2016. �,f,'� lad SUNS efnmmes �XL Spot Ohio Office Ath, Sememry of Seam Ohio Sttremry of State D-2 13611231@ PY INSI mllsomw amENTTO ,ao m ho To ESoi ARTICLES Recelpt Th'o,otahill. Plmx tlo nmremil payment BRICKER & ECKLER LLP CHRISTINA MILLER 1 W S THIRD ST COLUMBUS, OH 43215 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jon Hosted 2492314 It Is herehy ceruoed Nn Ne secretary afsm a of ohm has custody of the baelness «dow for COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. and, that Said business records show the Jilin¢ and recording of. Docum cri Document NEW: DOWS1I0AN61NDhIENT TO ARTICLES 201632700198 Effective Date:/1/2212016 ease Witness my head Rod the seal of the "TAI Witness Secretary of Stale at Columbus, Ohio this 22nd day ofNovcmber. A.D. 2016. �,f,'� lad SUNS efnmmes �XL Spot Ohio Office Ath, Sememry of Seam Ohio Sttremry of State D-2 13611231@ Furmlel Pinoawl sr s y 30 ro s SECRETARY OF Sura a. "�hl ' 0`� sr4aem+Mww Certificate of Amendment (Nonpront, Domestic Corporation) - Filing Fee: $50 CMck the appropriab box' o..AmeMment b ICARSg Artides of Incorporation by Members pursuam to Ohio Revised Code sembn 1702. C) (128 -AMO) AHmEed and Restated Ndebs by hes,he rs puouants, Oab ReNxtl Coda samon IM2.38(0) orbyUuttNre rNHAeM b Ohio Rerirod Cob Emear IM.3sip(t26NMh- The rCJmV1g mtides wPerse]e Me a yeNtlm and all amendments IMreb. 7NRHR lWbwlnP lnwWation CONndm ReriorSl Eregy SPedel Imgwamml OolIno. umbm 20513]6 A Copy atM resolution Toamendmem mum ba aaephed M U. document Note: If amended and rwMkd wiidm were adopbd. amended sticks must am MM all proNabm requlretl A original etudes omarthan wiM reaps 1 ro IM Intim direcMn pureuantio Ohio Ravleetl Code section 1]02.30(A),In Me case of adoption of the HoCatlon by Me directors, s alatement mMe balls b awn adoptien shall be provided. Form 501 Page 1 d2 tsm F:Mced:V2W13 D-3 1361123142 FwmW Pape 2d2 LagR aed, Malin D-4 1361123142 i Rer'uM Cwb BR 6F er LLP 17M.WG4 preNm NAdml,VrexnMa Man May p inn pme-syorya ar m s�men wma Mit Name-bx. e eau rUa]r8Prase Ptlm Name a�emy.se an mi men please al,Mass m y sn reimso 9 nxhmt a ressaaan�alNe afire a enm 3n in ure apY nax metrre�re lone �. (naop�M) ame• ro.. FwmW Pape 2d2 LagR aed, Malin D-4 1361123142 ACTION BY UNANDdOUS WRITTEN CONSENT OF THE MEMBERS OF COLUMBUS REGIONAL ENERGY SFECL*L Usf PROYEIIIF.NT DISTRICT, INC. Pursuant to Smaon 1'!0315, Obio Revised Cade and Section 1.08 of the Cade of Regulaiom of W COlnmbn RegiOnnL penny Specht bolnow oeot Dunnet. hw. (the "Corpora ion') and in Leu of a msling of Membm of W CCOPO i n fm such purposes, the uodaaigned, being all of the Membra Of COtpormim marled m mom of such mafiog, do hereby waive such notice of such nseetiog oust hobby's*¢ � aathmbs by "nso n'om wnbm covsenteach aid all of the following W60M for amendment ofthe Articles ofbtmrpnta im ofshe Co,,OOhonm trmsacaon of all such other business as ltaeimflet set foM: APPMAI OfA d ArOel0l a IBWMOntkn RESOLVED, ilOn Article Fon of the Ankles of Ivmryontlon Of do COfpomdon, avach W these faolutions as Appendix I (the "Articles of Inmrpmelim') is hereby welled m teal as follows: FIRST Name of Coryoraam: The Dame of tlm Cotpamaov shell, et mY time and from thne b arae be the u,nim pmpm name mdy of each par icipating political subdivision, as deenxi w Olio Revised Code CORC) Seam 1710.02(E), of she spe al improvement district governed by the 18oad of Dit m of the Cotpom R)% septi awd by conuon, end fouaw by the word, -R Vnosi Ecergy Spccdsl boMosmem OuaiM Inc." For demmmadmpmposa,as oftheedoptim ofthis Article Fort, theme of the C Toonim sbee bs 'Colembos, WonhmBma Energy Special ImprovmeNDisviM lvu" FURTHER RESOLVED, Na[ Mable Third Oftbe An ides of IncorFomtim is hereby ameald to read as follows: THIRD Tlm piWose frwhich the Comomam IS fumed Shall be (A) To govern the Columbm, Worthington RePonni Porgy Special bnpiowsont Distri4 a special impsvvovmt d Ct (m the same shell bora store t0 time be named in %;Oosdmce with Article Fust of these Asdcles of Worpotntim. the "Dimity) a ten pursuant to ORC Chepta 17 10. The District's purpose is m mbaoce the valor of p opaaes within the Distad and uup the mvimrmtM by developiog all osshatrng in developing within the District special esunFY hoFAwOmmt pmlecta The D-5 13611231@ District will be ambooi d to provide special evergy improvement Prolonn pnsuon to ORC Chapter 1710 that will benefit property and the cvvisooment within the bowdarles of the Distrim The Diamct will be be room by mkewyaWcrrvemeat dinner PmswMm Oorgmc d for thele ITIMC of he room by a o hap immong pl devects.rg hues ty of(3ntim8 Plein for special as') the Cit o Projects. The City of or wba, Ohio (omM a ben') and is City of WoNdngton, Ohio seen iWmgtor'i arc eats a "Participating poBtieal subdivision,' u that wen is essese ORC Sstion fll erre VA tat will be mtd,onn to Invy a species oon"o, t for each prppem whhin tine on the hep thavemrye�cW menifs ninoovveement pto}ech roofer. Wxd (B) Toengage in any lawfd act, aztiviv, Of honoree not Comrary m, nod for which awnprofit Corporation maybe formed under, the laws of the Stmeofobio. (C) To have arsd"MCISC 0powen, rigirs, endpivReg%wtterred by We laws of We Stora of Ohio m nonprofit cmpomtmts m ov special improvemue districts. ivchdlog ben not limited to, boyin , leasing, w utherwire acquiring sod hoiden& using or ahemse enjoying and selling leasing or otherens, disposing of MY interest in any Toperry, real or ,rug, of wherever nmme Cos wberesoever simatd, and buyin8 Cos shine rmewsblc rangy cns it% smcbs, bonds, or any other seenmy of w Y es tbe Corporation by action of its Brent maY, A my time ant fiom time m time, deem sdvisable. (D) The reasons for establishing the District inclWe enhwcing the value of properties within rte ITnrict and impmvivg We emimwcert. line Diwits wilt MIMM the public health, saletY, Penee= mnverdmce, end welfare by dweloping ®d assenting in developing special energy improvmient pmJects that notice the territory's mrbm fmtprint, Promme the Obstrin 0 a lacetion for gem technology Job creation, benefit pmpem withm the District, and improve the emirmamem. Et1R RRESOLVED, Wal Anlole Sixth of the wMdoa of InmRomtior is hereby rovers"" to read as follows: Smw The corpora ion stall be corrollol end managed mdcr the direction of the Bmrd. The Bomd Mall at all Amer crosist of at lean five (S) ftv ividoals (irnh idaallY a"Director" ). (A) ThemorMipd ev,Move, as dented in ORC Section 171OM (D), ofmch panicipving Wlifical sabdivisim of rise District or err employee of each pmirvpating politica( sobsivision whoa iwolvcd with its Plowing m D-6 1361123142 ccOnomic developvont fmmtiom ad who shell be appomted by and serve at the pleassme of such pmticipaiv6 Poliocd subdivision's sooddpel executive encs shall serve as a Director. (B) A person apitoimed by and serving a We Pleasant of the legislative oaWoeitY of each panimitaft poetical subdivision of the Distliaach shall serve m a Director. (C) no remairting Diwon still be Members or exewlive of Monotone dotted, Mevehers as cbscaRed in the Code ofItegnleoss designated, the the Cotpom0on The Roar) of Directors of We Cotpmatim loom time a time Shell wmtitrns the Rand Of Directors of the Curyormioo oda ORC Chapter 1710. FURTHER RESOLVED, ]het A cle Swat of the Articles of Iocorpmation u hereby amaded to read as follosys: SES' J_H The bedinty within the Disond shall be d tied eenmllY m shat Porriw Of the paruapaeog whucnl subdivisom consisting of property owned by ench property owner within a Participating Political sabnnoino that has pob ion the penicipmivg Political sbdOnsion Em she dcvclopmm[ of a special energy impmvement Miens, on thaz tam is defines in ORC B m1]10.01(1).Aa provided aORC Stotion 1710.0AA),tie britory in the I)iSlAct may be noncontiguous if at least one specie] Costly improvement Mists is desigomed for each parcel Of reel profxtry included in the normo. As fuMa provided in Section 1710.02(A), additiOrW tmitow may be added W We District for the puryOse of developin end Implanenting Plena for Spain] enetliY improvement psiens Of a lest now, Special enag impovement pmlat is desionaed for each pmol of red ptopnty included wilbin such addniotol tar!tory and Mc addition of territory is anaborved by We plan for the Disuin under Chapter 1710. The addition of such territory shill be audmrimd in to plas forthe District FURTHER RESOLVED, Wen Article Elaremh of ibe A c1es of ltoarymadw is herby ameoned to read as follows: ELEVENTH The D ooct is tensity aud"Osed to use she Ude esm<' Olumies Regional F.nanpy Special biprOvemeat District," and the Corporation is bn<by auihorined to use she hila toms "Columbus Regiosl Pmagy Spoid Lnprovement Dutlict, Inca• D-7 1361123142 Th being no fonha busanew W be mken by the w ilimd Memhrs Pnmmom w this action by unanknou written cpvan4 each of Bre Mambas baa sigoe0lhis action as of the date indicated below. sod Nis action by 0panlmous f4denl obeli be filed wirha otherwise entered iv Iha mivutea or otbw appmprin[e tsoNa of rltis ('uryorNim. 155 WE, LI.C, Delawwelimited BebilitYwmpeny By: PAwaNa Asac 155, LLC, an Ohio limbed liability romp UlY, ibwleMmber By: Ki A vim; Nowmba 1,1016 D-8 13611231@ Cann ICAre yue ,maeigme sammfy-ne6mm of me QlmbR wownsnon x gboet bn"niiy Spain ]mpmvea�enr DnR Inc bereby eadfim Ibm too foregoing smlodam were duly aupW by the m jouty of the vnnn members of the Co fion preset in pmson, by use of nnjnnoss oo..uniedow equipment. by mvl, or by proxy m a mating of the members held for that pmpom. at wbleb a quo= was peoee DATH: ll l ed 114 seaeuty- rea<ure COlmebue. wormmgmn mWoom a my Spval Imprevemeot Nstrim Ne D-9 13611231@ A_nPY Ml ARM& OERVCOREO1MM Q JEUMRUS RECIONAENERGYMCL A R0 b%W—R%1'N1C-MC tS AtiachNl D-10 13611231@ w„ D-11 1361123142 s 1aen�rua..a�amu+� n�+w uy O � w.Y� �ise�anrti M2 D-12 1361123142 «3 D-13 1361123142 a D-14 13611231@ F-77--� a D-14 13611231@ m.�e..wFWwN.e� ..r�I,�w91.W„mma.,...wFMWwF w�lo..,,,F,mwwW.,wwmbbm.m....,wmmm .W or Pan+.1 Ww..s me..ne.N+vh+e W+i.AF m..Fry�Nb s OW iA,j^meR InPuarei vd^4,F mu aepvuau.pp pnew Wwc,c,I Y �mN �mosemlwuMWm lrNos µY n.p ine w sr m wem ry . muY iq.v.mal amMm"..wrwsr+R ry+.4PeW .m"'�F roa drcm� 17L 1yvlaplyWyi'el J1Wwv em a Y e.I.I6 qC f4s OINuL ��pp" Ic�.pblmvmNm.l�µn1 WUM'wl Cnsu.. ax W tim. a oMW n r+ Fm•...+• u. u. m u.+.+mwv Imm.b rAw .*n r, Fromm.. r.+,.wF.ee�m me,W.oW M at ttW.e..a...ae NY. 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AV^r yw'wryvJ.N�w.W ti r a%i.yaW mW Ntlli4vswYee.V WwseJ.FVFvq'Mm � h paM.e'.s Ye wmtr:.iw sY.Fr�L. elmJ twnm..WF p. wem.a eT.'S m. em.mmv.y>akw �e {Mb1a.. 9.rmm�mws.Nwffis mYv'.mrty rmPW R+w+F. tl.m�i ...m b.'�WwmNMp /kamb�ImNRPY�ay.YLV M W Fpu. a.mw�m D-15 13611231@ ip.Yl% 1LeiWd Jrmawm'�dhC4alm ee nara�Mdrdm4 tlfimw Na pimmsv 5[� aP4h(aT^��Yrv4�v✓v �m�P^^lyw � ^ rmy�m dd � m b2 Ind W 'Y mp'n ue y vY 6Nhau n h vNar m. �_, .4 01[ QP iTq 445Ner suiNwmtlaiNa HOs WpvY" i4 P.�mmm fu..r.� uw t m: w+r a lu4r emwl v ar4d d� n and � d1.4Ye �� a�.14w'wgavraedwr..femf�vas.ubmmem Il�yie:r ng�m�n�nv uaw �ua.o.ewmmnaw njp Pti4:x.•Ylldn'Ymq/o�ul DSS S14 W On'���^WYees�r-iu Mr ®x Nymympd tleYxmM an ueCHr lYUYva . 6�4dm Ndn Yihrpa6My ml.mv6{knnH a�Mw. ds� Pad 14-amfA�erc�N'wua�vwywr wn em.;a�.p4avywgn. uma�ana�vvib md4p6sndMfmpW. amwv'mrlm ea m ew wmdoac.pvbJ'oYcasm�o� stve•i'i�l. me�rqq me nawiu m+rW.mu Mmwe. 4.amr^s^.QrY:na.<vuaw ct�1opmmydwanm,.d h�bM -m a+a dpv�.r P4m pl..s.vawbol[eae w botrnW sdC�IlbB�l Ns or unos b u. d..e�e.n 4 wlPm. ev bu em u4 Wu Y um�m uu Mm'YaYwm i)�ov#�} w ambo a..na..a 411mu4 dala�im�Ya®'hPamm�PgxeN V lrmrynYl �rbrm' x�w�iwgo. � unur v�Y d�vnul nwn tlpmd.err/ml.m 4 dw 4.wam4 ua�oqu w 1vIr uY �s l.iill>4iwbveaim. .WmbJMgm..Mmd�mem Pqa D-16 13611231@ qs D-17 13611231@