Resolution 067-20RECORD OF RESOLUTIONS
BARRETT BROTHERS . DAYTON, OHIO
67-20
Resolution No. Passed
A RESOLUTION APPROVING THE PETITION FOR
SPECIAL ASSESSMENTS FOR SPECIAL ENERGY
IMPROVEMENT PROJECTS UNDER OHIO REVISED
CODE CHAPTER 1710 (600 METRO PLACE NORTH,
DUBLIN. OHIO PROJECT)
a
WHEREAS, as set forth in Ohio Revised code chapter 1,Y10, the Ohio General
Assembly has authorized property ovvners to include their properties within energy
Ispic,cial improvement districts ("T:S.ff)s") upon a petition to a municipal corporation
or township,, which ESIDs are volrantary organizations of property owners who
i�undertake special energy improvement projects for their properties and finance
ce
such special energy ii-flprovement projects by way of voluntary special
'assessments; and
,WHEREAS, the Bexley, Columbus, Dublin, Gahann(-A, Grove city, F=lilliard, Marble
,Cliff, Perry Township, Sharon Township, UUhitehall, Worthington Regional
� � Energy
,,Special Improvement District (the "r)istrict") was created under Ohio Revised Code
Chapters 1702 and 1,/10 (-is an ESID and established pursuant to Resolution No.
0261.)(-2015 of the Council of the City of Columbus, Ohio approved on November
?3, 2015 (Utile "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; r;ervices under Ohio Revised code Section 1- Y-1.0a02(E), 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. 60-1J, adopted by the City Council (the
"Council") of the City of Dublin, Ohio (the "(]ty") on August leltf 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
ias a participating political subdivision, as defined in Ohio Revised Code Section
1,
7 1. 0.01(E) and
'WHEREAS, Dublin llvitness, 11_,C (the "Owner"), as the Owner of certain real
property located within the City, ha:) identified certain real property consisting of
f--ranklin County Auditor Parcel Numbers 2/3-001311-00 and 273 001. O/1-00( the
"Project Site"), previously identified the Project Site is an appropriate prope for
energy spe-)tial improver -rent projects pursuant to Ohio Revised Code Chapter
1710, and has further identified additional special energy improvement projects
appropriate for the Project Site; and
'WHEREAS,, the Owner has determined to submit: to the city manager and the
co u n c i I, a Petition for Special Assessments tb` , Sp �� P Special Ener Tm ro voment
Projects and Affidavit (the "Petition"'), together with a Supplement to elan for the
6017 Metro Place Nil-th, f3ublin, 01ilo Pr(_ "ect(the " u :ler�entol Plan" aII in
� ply )®
accordance with Ohio Revised Code Section 1-71000)., each of which are now on
file with the (]leek' 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 special energy improvement projects to be provided on the
Form 6301
RECORD OF RESOLUTIONS
BARRETT BROTHERS - DAYTON, OHIO
Resolution No.67-20
Passed Page 2
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
g p
assessments to be imposed with respect to the Project; 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 and the
Supplemental Plan.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State
of Ohio, El 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 an
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(x) of the Revised Charter.
Mayor — Presiding Officer
Attest:
C�
Jerk of Council
Passed: D v - , 2020
M►
Effective: a U 1
,, 2020
Form 6301
IcityOffice of the City Manager
of Dublin 5555 Perimeter Drive • Dublin, OH 43017-1090 Memo
Phone: 614-410-4400
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: November 4, 2020
Initiated By: Colleen Gilger, CEcD, Director of Economic Development
Sara O'Malley, Economic Development Administrator
Re: Resolutions, Petition, and Ordinances for Property Assessed Clean Energy
(PACE) Special Improvement for 600 Metro Place North
Background
The City of Dublin is focused on setting appropriate conditions to encourage investment and
economic development. City Council continues to support the Economic Development Strategic
Plan to ensure Dublin's office space remains competitive in the market. One particular tool the
economic development team has brought to existing commercial building owners' attention is the
use of the Property Assessed Clean Energy (PACE) program, a favorable financing tool for major
energy efficiency improvements. This initiative directly relates to Strategy 1, Action 3 from the
Economic Development Strategic Plan that identifies creating distinctive development nodes with
vibrant physical space and focusing efforts to develop the Dublin Corporate Area/legacy office
parks, as strategic goals.
PACE is a simple and effective way to finance energy efficiency and renewable energy building
improvements. PACE can pay for qualifying improvements for almost any type of property
including commercial, retail, industrial, nonprofit, and multi -family. Property owners across the
United States are using PACE because it not only saves money, but makes these aging properties
more valuable to its owners and communities.
Process
PACE allows qualifying energy improvements to be financed through special assessments on a
property owner's real estate tax bill. A summary of PACE is provided as an attachment to this
memo.
In order to satisfy this request, Dublin City Council must pass a series of two resolutions and three
ordinances:
The first resolution approves the property owner's petition to the City to levy the special
assessments.
The second resolution and two of the ordinances, provide for the steps set forth in the Ohio
Revised Code for levying special assessments.
The last ordinance approves the transaction documents.
This process, while detailed, follows the requirements of the Ohio Revised Code and the City's
Charter. The City has no financial obligations with the establishment of a Special Improvement
District or for any PACE project. The City simply serves as a pass-through entity for the project
financing.
Memo re. PACE for 600 Metro Place North
November 4, 2020
Page 2 of 3
Project
The building ownership for 600 Metro Place North is requesting the use of PACE financing
assessments totaling $8,732,416.80 for the retrofit and conversion of a former Crowne Plaza hotel
into a DoubleTree hotel by Hilton. Unlike previous PACE projects that have utilized Ohio Air Quality
Development Authority financing (OAQDA), this project is utilizing a private capital provider,
therefore, there are no impacts to existing or future property tax collections due to related parties
(school district, township, etc.) and those parties remain whole. The special assessments that the
property owner is requesting will be in addition to the property taxes that would otherwise be
collected on the parcels.
The scope of work includes equipping the building with an energy efficient building envelope, LED
lighting, high efficiency HVAC systems, and new plumbing fixtures that reduce the amount of
energy necessary to heat water at the building.
Recommendation
Staff recommends Council approve Resolutions Nos. 67-20 and 68-20 on November 16, 2020 and
Ordinances Nos. 48-20 through 50-20 on December 7, 2020. Please contact Sara O'Malley with
any questions.
Memo re. PACE for 600 Metro Place NOM
November 4, 2020
Page of
WHAT IS PACE?
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regbnala paled that autM1we mumtlpl l
on establish PACE progrann,eand knal gonso mems one, hvoroped a variety of
prcgnm mwdelnNt M1rve been successfully implemented. kegadless of model,
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• Th, PACE aaeamemtr i who heloal mumdfafM1y asa Ilan on the Not
WHY IS IT SO POPULAR?
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rel that has, meningil trial s,,N, and a Nil
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HOW CAN 1 GET PACE?
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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, THE FINANCING OF WHICH WILL 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
Dublin Witness, LLC, an Ohio limited liability company (the "Petitioner"), is the owner
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, Gahanna, Grove City, Hilliard,
Marble Cliff, Perry Township, Sharon 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. The Corporation's Amended Articles of Incorporation
are attached to this Petition as Exhibit D.
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.
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
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15498361v5
(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 financing of 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 Program 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 financing of 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.
Notwithstanding anything to the contrary contained herein, 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 have been improved with the hotel containing approximately 50,828 square feet
(the "Assessed Parcels"). No Special Assessments shall be allocated to any resulting parcels
which will not have any portion of the hotel containing approximately 50,828 square feet ("Non -
Assessed Parcels"). The allocation among any resulting Assessed Parcels shall be made such
that any Assessed Parcel or Assessed Parcels on which the hotel containing approximately
50,828 square feet shall be allocated a total of 100% of the Special Assessments. If the Property
is combined or subdivided such that more than one Assessed Parcel is to receive an allocation of
the Special Assessments, the Special Assessments to be allocated to those Assessed Parcels shall
be allocated among them in proportion to the total square feet of improvements on each such
Assessed Parcel divided by the total square feet of improvements on all such Assessed Parcels.
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. Immediately upon
Page 2 of 7
15498361v5
any subdivision of the Property, (i) any reference to the Property contained herein shall be
deemed to be a reference to the Assessed Parcel(s); and (ii) the description of the Assessed
Parcel(s) shall be deemed to replace the description of the Property set forth in Exhibit A.
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 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
Page 3 of 7
15498361v5
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.
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 through the financing of 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, including the right to consider the Special Assessments
authorized by this Petition within the limitations contained in Ohio Revised Code
Sections 727.03 and 727.06 applicable to the Special Assessments and any other special
assessments properly levied now or in the future;
• 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, in accordance with Ohio Revised Code Section 1710.02(A), further agrees
that the Property may be included in more than one district formed under Ohio Revised Code
Chapter 1710. 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.
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15498361v5
The Petitioner further agrees and consents to the Council promptly proceeding with all
actions necessary to facilitate the acquisition, installation, equipping, and improvement of the
Authorized Improvements and to impose the Special Assessments.
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
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 resolution or 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 resolution or ordinance
confirming and levying the final assessments and requests that the unpaid final assessments for
the Authorized Improvements shall be payable in forty-eight (48) semi-annual installments, with
collection commencing with the semi-annual installment payment of first-half real property taxes
for tax year 2021 due in 2022 with respect to the Property.
Pursuant to Ohio Revised Code Section 1710.03(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 and all questions as to the constitutionality of the laws
under which Authorized Improvements shall be acquired, installed, equipped and improved or
the proceedings relating to the acquisition, installation, equipping, and improvement of the
Authorized Improvements, the jurisdiction of the City acting in connection with the acquisition,
installation, equipping, and improvement 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
Page 5 of 7
15498361v5
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
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 7
15498361v5
IN WITNESS WHEREOF, the Petitioner has caused this petition to be executed by its
undersigned duly authorized signatory.
PETITIONER:
DUBLIN WITNESS, LLC
an Ohio limited liability co
By:
Name: i*wwsu Pprac--
Title: nCNJtt-
Addrem for notices to Petitioner.
STATE OF 01110
SS:
COUNTY OF FRANKLIN
71
71.111 MUTIMM!�
Lewis Center, Ohio 43035
On the r day of _� 2020, IcR tt sk hl [�} i -Z
the of Dublin Witness, LLC, personally appeared before roe, a notary
public in and for the State of Ohio, who acknowledged the execution of the foregoing Petition on
behalf of Dublin Witness, LLC, and that the same was the free act and deed of such officer and
of such limited liability company. The notarial act certified hereby is a jurat. An oath or
affirmation was administered to the signer with regard to the notarial act certified to hereby.
IN WITNESS WHEREOF, I have hto subscribed my name and affixed my
official seal on the day and err year aforesaid. t
rsasst MVS
Wayne L. Newman Notary
Valer y PRdar, Stated aro
M9 Commm*n ExOres OWS-2022
Page 7 of 7
EXHIBIT A
DESCRIPTION OF PROPERTY
The real property subject to this Petition and owned by Dublin Witness, LLC is located at
the commonly used mailing address of 600 Metro Place North, Dublin, Ohio 43017, with
Franklin County Auditor Parcel ID Nos. 273-001311-00 and 273-001704-00.
A-1
15498361v5
EXHIBIT B
COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT
PROGRAM PLAN
SUPPLEMENT TO PLAN FOR 600 METRO PLACE NORTH,
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, Dublin Witness, LLC
(the "Property Owner") has requested and consented to certain special assessments by the
District with respect to certain real property owned by the Property Owner and located at the
commonly used mailing address 600 Metro Place North, Dublin, Ohio 43017, with Franklin
County Auditor Parcel ID Nos. 273-0013 11-00 and 273-001704-00 (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 special assessments are
allocated to the Property pursuant to the Petition and this Supplemental Plan.
The Property Owner hereby certifies, represents, and warrants to the City of Dublin, Ohio (the
"City") and the District that the actual costs of the Authorized Improvements have been
ascertained. The Authorized Improvements applicable to the Property will include: acquiring,
installing, equipping, and improving energy efficiency improvements on the Property, including,
without limitation, LED lighting, HVAC system improvements, plumbing fixtures, and related
improvements. 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 Supplemental Plan as
Attachment B. The special assessments shall be allocated among the parcels constituting the
Property as follows:
Parcel Number
Proportion of Total Special Assessments
273-001311-00
59.781%
273-001704-00
40.219%
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 have
been improved with hotel containing approximately 50,828 square feet (the "Assessed Parcels").
No Special Assessments shall be allocated to any resulting parcels which will not have any
C
portion of the hotel containing approximately 50,828 square feet ("Non -Assessed Parcels"). The
allocation among any resulting Assessed Parcels shall be made such that any Assessed Parcel or
Assessed Parcels on which the hotel containing approximately 50,828 square feet shall be
allocated a total of 100% of the Special Assessments. If the Property is combined or subdivided
such that more than one Assessed Parcel is to receive an allocation of the Special Assessments in
the percentage stated above, the Special Assessments to be allocated to those Assessed Parcels
shall be allocated among them in proportion to the total square feet of improvements on each
such Assessed Parcel divided by the total square feet of improvements on all such Assessed
Parcels. 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 Property Owner hereby acknowledges and agrees that the special benefit to be provided to
the Property under this Supplemental Plan is the consummation of financing to pay the costs of
the Authorized Improvements, which shall be conferred immediately upon the consummation of
the financing, and that the benefits are in proportion to and do not exceed the amount of the
special assessments to be levied to pay the costs of the financing.
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 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.
15498361v5
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:
DUBLIN WITNESS, LLC
an Ohio limited liability com - a1]
r
By:
Name-,-&(nsv i 't
Title: LA Y J k)t-► rA-C4---gf_12_
Address for notices to Property owner: Dublin witness, LLC
600 Enterrise Drive
Lewis Center, Ohio 43 035
Description of Real Property Subject to this Supplemental Plan:
The real property subject to this Supplemental Plan and owned by Dublin witness, LLC
is located at the commonly used mailing address of 600 Metro Place N., Dublin, Ohio 43017,
with Franklin County Auditor Parcel ID Nos. 273-001311-00 and 273-001704-00.
15498361x5
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 assessment costs: $8,732,416.80
Estimated semi-annual special assessments $ 181,925.35
Number of semi-annual special assessments: 48
First annual installment due: January 31, 2022
Special Assessment
Payment Dates
Total Special
Assessment
Installment Amount
Parcel 273-001704-00
Special Assessment
Installment Amount
Parcel 273-001311-00
Special Assessment
Installment Amount
January 31, 2022
$181,925.35
$73,168.56
$108,756.79
July 31, 2022
181,925.35
73,168.56
108,756.79
January 31, 2023
181,925.35
73,168.56
108,756.79
July 31, 2023
181,925.35
73,168.56
108,756.79
January 31, 2024
181,925.35
73,168.56
108,756.79
July 31, 2024
181,925.35
73,168.56
108,756.79
January 31, 2025
181,925.35
73,168.56
108,756.79
July 31, 2025
181,925.35
73,168.56
108,756.79
January 31, 2026
181,925.35
73,168.56
108,756.79
July 31, 2026
181,925.35
73,168.56
108,756.79
January 31, 2027
181,925.35
73,168.56
108,756.79
July 31, 2027
181,925.35
73,168.56
108,756.79
January 31, 2028
181,925.35
73,168.56
108,756.79
July 31, 2028
181,925.35
73,168.56
108,756.79
January 31, 2029
181,925.35
73,168.56
108,756.79
July 31, 2029
181,925.35
73,168.56
108,756.79
January 31, 2030
181,925.35
73,168.56
108,756.79
July 31, 2030
181,925.35
73,168.56
108,756.79
January 31, 2031
181,925.35
73,168.56
108,756.79
July 31, 2031
181,925.35
73,168.56
108,756.79
January 31, 2032
181,925.35
73,168.56
108,756.79
July 31, 2032
181,925.35
73,168.56
108,756.79
'Pursuant to Ohio Revised Code Chapter 323, the Special Assessment Payment Dates for first-half and second -half
real property taxes are determined by statute and a variety of circumstances and are subject to adjustment by 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.
15498361v5
Special Assessment
Payment Dates
Total Special
Assessment
Installment
Amount
Parcel 273-001704-00
Special Assessment
Installment Amount
Parcel 273-001311-00
Special Assessment
Installment Amount
January 31, 2033
$181,925.35
$73,168.56
$108,756.79
July 31, 2033
181,925.35
73,168.56
108,756.79
January 31, 2034
181,925.35
73,168.56
108,756.79
July 31, 2034
181,925.35
73,168.56
108,756.79
January 31, 2035
181,925.35
73,168.56
108,756.79
July 31,2035
181,925.35
73,168.56
108,756.79
January 31, 2036
181,925.35
73,168.56
108,756.79
July 31, 2036
181,925.35
73,168.56
108,756.79
January 31, 2037
181,925.35
73,168.56
108,756.79
July 31, 2037
181,925.35
73,168.56
108,756.79
January 31, 2038
181,925.35
73,168.56
108,756.79
July 31, 2038
181,925.35
73,168.56
108,756.79
January 31, 2039
181,925.35
73,168.56
108,756.79
July 31, 2039
181,925.35
73,168.56
108,756.79
January 31, 2040
181,925.35
73,168.56
108,756.79
July 31, 2040
181,925.35
73,168.56
108,756.79
January 31, 2041
181,925.35
73,168.56
108,756.79
July 31, 2041
181,925.35
73,168.56
108,756.79
January 31, 2042
181,925.35
73,168.56
108,756.79
July 31, 2042
181,925.35
73,168.56
108,756.79
January 31, 2043
181,925.35
73,168.56
108,756.79
July 31, 2043
181,925.35
73,168.56
108,756.79
January 31, 2044
181,925.35
73,168.56
108,756.79
July 31, 2044
181,925.35
73,168.56
108,756.79
January 31, 2045
181,925.35
73,168.56
108,756.79
July 31, 2045
181,925.35
73,168.56
108,756.79
'Pursuant to Ohio Revised Code Chapter 323, the Special Assessment Payment Dates for first-half and second -half
real property taxes are determined by statute and a variety of circumstances and are subject to adjustment by 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.
15498361v5
SUPPLEMENTAL PLAN—ATTACHMENT B
Description of Authorized Improvements
The Authorized Improvements are expected to consist of the following energy efficiency
elements:
Description
PACE
Useful
Energy Performance Summary
Eligible
Life (yrs)
Building
$1,588,923
25
-Exteriorwall insulation R 16.1 at 17% more efficient then required;
Envelope
-Ceiling insulation R-30 at 9% more efficient than required;
-insulated windows U factor .32 v. required .35
Electrical
$884,980
30
LED throughout, compared to CFL/MH building code baseline,
performing approx. 40% better than code of .7w/SF
HVAC
$854,600
25
-Rooftop units spec'ed at 4% more efficient than building code
-16 SEER furnace/AC units performing at 23% over code
-Packaged Terminal AC units performing at 6% and 3% over code for
heating and cooling, respectively
-Makeup air unit in kitchen is 92% efficient, 15% better than code
Plumbing
$405,320
20
Existing hot water heating system to be retained, upgrading to low -
flow fixtures throughout
Soft Costs
$783,250
25.64
Allocation of soft costs to PACE scope is proportionate to portion of
hard cost budget that is PACE eligible (23.99%).
TOTAL
$4,517,073
25.64
Total PACE -eligible costs with weighted avg useful life of 25.76 yrs
B-6
15a9e361�5
EXHIBIT C
COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT
PROGRAM PLAN
[See Attached]
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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.
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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."
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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,
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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
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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
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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.
(1) 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;
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(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 EnerRy Credits. The Board is hereby authorized to adopt rules governing renewable
energy credits associated with Authorized Improvements financed with Program Obligations or
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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 Energv 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.
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
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 finance Authorized
Improvements as a result of state and federal law or any changes in state and federal law
C-9
15498361v5
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
15498361v5
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.
XII. 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
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EXHIBIT D
AMENDED ARTICLES OF INCORPORATION
OF COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT
[See Attached]
D-1
15498361v5
*201632700798*
Witness my hand and the seal of the
DATE: DOCUMENT 10
DESCRIPTION
FILINGEXPED PENALTY CERT COPY
111222018 2D18327007M
DOMESTICIAMENOMENT TO 50.00 300 OD 00 00 00
ARTICLES (AMO)
United States of America
Receipt
This is not a bill. Please do not remit payment.
BRICKER & ECKLER LLP
CHRISTINA MILLER
100 S THIRD ST
COLUMBUS, OH 43215
STATE OF OHIO
CERTIFICATE
Ohio Secretary of State, Jon Hosted
2452374
It is hereby certified that the Secretary of State of Ohio has custody of the business records for
COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC.
and, that said business records show the filing and recording of:
Document(s) Document No(s):
DOMESTICIAMENDMENT TO ARTICLES 201632700798
Effective Date: 11/22/2016
D-2
15498361v5
Witness my hand and the seal of the
Secretary of State at Columbus, Ohio
this 22nd day of November. A.D. 2016.
on*'""Y
United States of America
2#-7 144V
State of Ohio
Office of the Secretary of State
Ohio Secretary of State
D-2
15498361v5
�S�RET,j9y�
:o
Farm 541 P2 cnbad by:
Jolt HOSTED
OHIO SECRETARY OF STATE
We xmsose,E im-ma
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Certificate of Amendment
(Nonprofit, Domestic Corporation)
Filing Fee: $50
Amendment to existing Articles of Incorporation by Members pursuant to Ohio Revised Code sach'On 1702.38(C)
($(128 -AMD) - +
Amended and Restated Articles by Members pursuant to Ohio Revised Code section 1702.38(D) or brOirectors
(? pursuant to Ohio Revised Code section 1702.38(E) (125-AMAN) - The following articles supersede the existing articles
and all amendments thereto.
Name of Corporation lColumbus Regional Energy Special Improvement District. Inc.
Charter Number 12452374
A copy of the resolution of amendment must be attached to this document.
Note: If amended and restated articles were adopted, amended articles must set forth all provisions required in
original articles other then with respect to the initial directors pursuant to Ohio Revised Coda section 171 In
the case of adoption of the resolution by the directors, a statement of the basis for such adoption shall be provided.
Form 541 Page t of 2
D-3
15498361v5
Last Revised: 2128/13
dust be signed by an
authorized officer of the
'orporation pursuant to
he Ohio Revised Code
section 1702.38(G).
If authorized representative
is an indvidual, then they
must sign in the'signahl
box and print their name
in the "Print Name' box.
It allthDrized representative
is a business entity, not an
individual, then please print
the business name in the
'signature- box, an
authorized representative
of the business entity
must sign in the "By' box
and print their name in the
'Print Name box.
Signature
By (it applicable)
Print Name
Form 541 Page 2 of 2
D-4
15498361v5
Last Revised: 2rM13
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE MEMBERS OF
COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC.
Pursuant to Section 1792.25, Ohio Revised Code and Section 1.09 of the Code of
Regulations of the Columbus Regional Energy Special improvement District, Inc. (the
"Corporation') and in lieu of a meeting of Members of the Corporation for such purposes, the
undersigned, being all of the Members of the Corporation entitled to notice of such meeting, do
hereby waive such notice of such meeting sod hereby take and authorize by unanimous written
consent each and all of the following actions for amendment of the Articles of Incorporation of the
Corporation and transaction of all such other business as hereinafter set forth:
Approval of Amendment to Articles of Incorporation:
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 amended to read as
follows:
FIRST Name of Corporation: The name of the Corporation shall, at any time and
from time to time be the unique proper name only of each participating
political subdivision, as defined in Ohio Revised Code ("ORC'� Section
1710.02(E), of the special improvement district governed by the Board of
Directors of the Corporation, separated by commas, sod followed by the
words "Regiona) Energy Special Improvement District, Inc." For
demonstration purposes, as of the 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 formed shall be
(A) To govern the Columbus, Worthington Regional Energy Special
Improvement District, a special improvement district (as the some shall
from time to time be named in accordance with Article First of these
Articles of incorporation, the "District') created pursuant to ORC Chapter
1710. The District's purpose is to enhance the value of properties within the
District and improve the environment by developing and assisting in
developing within the District special energy improvement projects. The
D-5
15498361v5
District will be authorized to provide special energy improvement projects
pursuant to ORC Chapter 1710 that will benefit property and the
ea,horn ent within the boundaries of the District The District will be
authorized to take any other actions pursuant to ORC Chapter 1710 that tray
be taken by a special improvement district organized for the purpose of
developing and implementing plans for special energy improvement
projects. The City of Columbus, Ohio C'Columbu0 and the City of
Worthington, Ohio C'Worthington') we each a "participating political
subdivision," as that term is defined in ORC Section 1710.01(E), that will
be authorized to levy a special assessment on each property within their
respective territorial within the District to pay for such improvemeats, based
on the benefits those special energy improvement projects confer.
(g) To engage in any lawful act, activity, or business not contrary to,
and for which a nonprofit corporation may be formed under, the laws of the
State of Ohio.
(C) To have and exercise all powers, rights, and privileges conferred
by the laws of the State of Ohio on nonprofit corporations or on special
improvement districts, including, but not limited to, buying, leasing, or
otherwise acquiring and holding, using or otherwise enjoying and selling,
leasing or otherwise disposing of any interest in any properly, real or
personal, of whatever nature and wheresoever situated, and buying and
selling renewable energy credits, stocks, bonds, or any other security of any
issuer as the Corporation by action of its 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 improving the environment. 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 technology job creation, benefit property
within the District, and improve the environment.
FURTHER RESOLVED, that Article Sixth of the Articles of Incorporation is hereby amended
to read as follows:
SDCM The Corporation shall be controlled and managed under the direction of the
Board The Board shall at all times consist of at least five (5) 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 an employee of
each pardcipating political subdivision who is involved with its planning or
D-6
15498361v5
economic development functions and who shall be appointed by and serve
at the pleasure of such participating political subdivision's municipal
executive each shall serve as a Director.
(B) A person appointed by and serving at the pleasure of the
legislative authority of each participating political subdivision of the
District each shall serve as a Director -
(C) The remaining Directors shall be Members or executive
representatives of Members elected, designated, or appointed by the
Members as described in the Codc of Regulations of the 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 read as 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 development of a
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 parcel 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 implementing plans for special energy improvement
projects if at least one special energy improvement project is designated
for each parcel of real property included within such additional territory
and the addition of territory is authorized by the plan for the District miler
Chapter 1710. The addition of such territory shall be authorized in the plan
for the District.
FURTHER RESOLVED, that Article Eleventh of the Articles of Incorporation is hereby
amended to read as follows:
ELEVENTH The District is hereby authorized to use the trade name "Columbus
Regional Energy Special Improvement District," and the Corporation is
hereby authorized to use the trade name "Columbus Regional Energy
Special Improvement District, Inc."
D-7
15498361v5
There being no further business to be taken by the undersigned Members pursuant to this
action by unanimous written consent, each of the Members has signed this action as of the date
indicated below, and this action by unanimous 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 MemberWIUJIVIC=c
2�,//J�
By:
-11President
November 1, 2016
ME
15498361v5
CERTIFICATE
The undersigned Secretary-Treasroer of the Columbus, Worthington Regional Energy
Special Improvement District, Inc, hereby certifles that the foregoing resolutions were duly
adopted by the majority of the voting members Of the Corporation present in person, by use of
authorized communications equipment, by mail, or by proxy at a meeting of the members held for
that propose, at which a quorum was present.
DATE: F—�
dwk--
Secretary-TreRwref
Columbus, Worthington Regional Energy
Special Improvement District, Inc.
D-9
15498361v5
APPENDW I
ARTICLES OF INCORPORATION
OF
COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRIC f. tNC.
[See Attached]
D-10
15498361v5
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STATE OF OHIO
CERTIFICATE
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