Ordinance 012-15RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Forth No. 30043
Ordinance No.
12 -15
Passed 20
AN ORDINANCE AUTHORIZING THE CITY TO
ENTER INTO A LOAN AGREEMENT WITH THE
OHIO DEPARTMENT OF TRANSPORTATION AND
DELIVER A RELATED NOTE IN THE MAXIMUM
PRINCIPAL AMOUNT OF $35,010,000 FOR THE
PURPOSE OF PAYING THE COSTS OF
CONSTRUCTING A CLOVERSTACK INTERCHANGE
IN THE NORTHEAST AND SOUTHEAST
QUADRANTS OF THE EXISTING U.S. ROUTE 33 /
INTERSTATE -270 INTERCHANGE, TOGETHER
WITH RELATED IMPROVEMENTS AND ALL
NECESSARY APPURTENANCES THERETO, AND
AUTHORIZING THE EXECUTION OF ANY
ADDITIONAL DOCUMENTS RELATED THERETO,
AND DECLARING AN EMERGENCY.
WHEREAS, by a majority vote of the electors on November 3 1987, the City's municipal
income tax rate was increased from 1.50% to 2.00% (the "'Municipal Income TaYJ and
authorized to be expended for various purposes including but not limited to general
municipal obligations and capital improvements (the "Municipa /income TaxPurpose'l;
and
WHEREAS, pursuant to Ordinances No. 61 -94, No. 14 -98, No. 17 -98, No. 82 -97 as
amended by No. 67 -13, and No. 107 -97 as amended by No. 105 -14 (collectively, the
"77FOrdinances'� and Ohio Revised Code Section 5709.40, this Council has exempted
from taxation certain Improvements (as that term is defined in Ohio Revised Code
Section 5709.40) to certain parcels of real property located within the City, required
the owners of those parcels to pay TIF Revenues in lieu of real property taxes (the "TIF
Revenues'l in respect of those Improvements, and identified certain public
infrastructure improvements that directly benefit those parcels of real property; and
WHEREAS, this Council has determined to work cooperatively with the Ohio
Department of Transportation to provide for the financing and construction of a
cloverstack interchange in the northeast and southeast quadrants of the existing U.S.
Route 33 / Interstate -270 interchange, together with related improvements and all
necessary appurtenances thereto (the "Project'; and
WHEREAS, this Council has also determined that the Project will directly benefit the
parcels of real property described in the TIF Ordinances and the Project is determined
to be a public infrastructure improvement (as referred to in the TIF Ordinances); and
WHEREAS, this Council has requested that the Director of Finance, as fiscal officer of
this City, certify the estimated life or period of usefulness of the Project and the
maximum maturity of the Note (as hereinafter defined); and
WHEREAS, the Director of Finance has certified to this Council that the estimated life
or period of usefulness of the Project is at least five (5) years and that the maximum
maturity of the Note is at least twenty (20) years; and
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, T of the elected members concurring, that:
Section 1 Definitions and Interpretation In addition to the words and terms
elsewhere defined in this Ordinance, unless the context or use clearly indicates another
or different meaning or intent:
"Acl" means, collectively, Section 3, Article XVIII of the Ohio Constitution,
Chapter 133 of the Ohio Revised Code and the Charter of the City.
RECORD OF ORDINANCES
Dayton Legal Bl ank, Inc. Forth No. 30043
Ordinance No.
12 -15
Page 2 of 8
Passed . 20
"Additional Obligations" means any additional bonds or other obligations of the
City which may be subsequently issued and payable solely from the Municipal Income
Tax Revenues and /or the TIF Revenues on parity with the Note including Additional
Obligations in anticipation of which notes have been issued. In no event shall general
obligation notes or bonds of the City be treated as Additional Obligations.
"Authorized Denominations" means the denomination of $0.01.
"City' means the City of Dublin, Ohio.
"City Manager' means the City Manager of the City.
"Clerk" means the Clerk of Council of the City.
"Closing Date" means the date of the execution and delivery of the Loan
Agreement.
"Director of Finance'' means the Director of Finance of the City.
"Financing Cosh' shall have the meaning given in Section 133.01 of the Ohio
Revised Code.
"Interest Payment Dates" means the date or dates of each year that the Note
is outstanding as set forth in the Loan Agreement, and commencing on the date
specified in the Loan Agreement.
"Loan Agreement" means the Loan Agreement between the City and the
Original Purchaser, as it may be modified from the form on file with the Clerk and
executed by the City Manager and the Director of Finance, all in accordance with
Section 5.
"Loan proceedings" means, collectively, this Ordinance, the Loan Agreement
and such other proceedings of the City, including the Note, that provide collectively
for, among other things, the rights of the holder of the Note.
"MORPCMPO Revenues" means the pledge of fund resources from the Surface
Transportation Project (STP), the Congestion Mitigation and Air Quality (CMAQ)
Program and the Transportation Alternatives Program (TAP), which funds are
controlled by the Original Purchaser through the Mid -Ohio Regional Planning
Commission (MORPC) Metropolitan Planning Organization (MPO) process.
"MORPC Resolution" means Resolution T -10 -13 adopted on June 13, 2013 by
the MORK Policy Committee authorizing the pledge of the MORK MPO Revenues.
"Motor Vehicle License Tax Revenues" means any motor vehicle license tax
revenues received by the City which may be lawfully used for the purpose of paying
the interest on the Note — MORK Portion.
"Municipal Income Tail" means the municipal income tax collected by the City
pursuant to the City's Codified Ordinances Chapter 35 and the Municipal Income Tax
Ordinance at the effective rate of two percent (2.0 %).
"Municipal Income Tax Ordinance" means Ordinance No. 17 -87 passed by City
Council on July 20, 1987 which was approved by the electorate of the City at the
general election held on November 3, 1987 providing for the current Municipal Income
Tax.
"Municipal Income Tax Revenues" means the moneys received by the City from
the Municipal Income Tax.
RECORD OF ORDINANCES
Blank, Inc.
Ordinance No. _
Form No. 300
12 -15 Page 3 of 8
_. Passed . 20
"Note" means the Note described in Section 2.
"Note — City Portion" means a portion of the Note equal in amount to
$10,010,000.
"Note — MORPC Portion" means a portion of the Note equal in amount to
$25,000,000.
"Original Purchases" means the Ohio Department of Transportation, acting
through its State Infrastructure Bank.
"Principal Payment Dates" means the date or dates of each year that the Note
is outstanding as set forth in the Loan Agreement, and commencing on the date
specified in the Loan Agreement.
"77F Ordinances" means, collectively, Ordinance No. 61 -94 passed by City
Council on June 20, 1994, Ordinance No. 14 -98 passed by City Council on March 16,
1998, Ordinance No. 17 -98 passed by City Council on April 20, 1998, Ordinance No.
82 -97 passed by City Council on June 9, 1997, as amended by Ordinance No. 67 -13
passed by City Council on August 26, 2013, and Ordinance No. 107 -97 passed by City
Council on August 11, 1997, as amended by Ordinance No. 105 -14 passed on October
27, 2014, and in each case, providing that certain Improvements (as that term is
defined in Ohio Revised Code Section 5709.40) be exempted from real property
taxation and that the owners of those parcel make service payments in lieu of taxes in
respect of that real property tax exemption.
"TIF Revenues" means the service payments in lieu of taxes received by the
City pursuant to the TIF Ordinances.
"State" means the State of Ohio.
The captions and headings in this Ordinance are solely for convenience of reference
and in no way define, limit or describe the scope or intent of any Sections, subsections,
paragraphs, subparagraphs or clauses hereof. Reference to a Section means a section
of this Ordinance unless otherwise indicated.
Section 2 Authorized Principal Amount and Purpose; Application of Proceeds This
Council determines that it is necessary and in the best interest of the City to issue a
note of this City in the maximum principal amount of $35,010,000 (the "Note's for the
purpose of paying the costs of constructing a cloverstack interchange in the northeast
and southeast quadrants of the existing U.S. Route 33 / Interstate -270 interchange,
together with related improvements and all necessary appurtenances thereto (the
" Projec[ . The Project will directly benefit the parcels of real property described in the
respective TIF Ordinances and the Project is hereby determined to be a public
infrastructure improvement (as referred to in the TIF Ordinances). The Note shall be
issued pursuant to the Act, this Ordinance and the Loan Agreement.
The aggregate principal amount of the Note to be issued shall not exceed the maximum
principal amount specified in this Section 2 and shall be the aggregate amount
advanced by the Original Purchaser as set forth in the Schedule of Advances attached
to the Note.
The proceeds from the sale of the Note received, constructively or otherwise, by the
City (or withheld by the Original Purchaser on behalf of the City) are appropriated and
shall be used for the purpose for which the Note is being issued.
Section 3 Denominations; Dating; Principal and Interest Payment and Redemption
Provisions The Note shall be issued in one lot and only as a fully registered note, in
RECORD OF ORDINANCES
Dayton Legal Blank, Inc.
12-15
Ordinance No.
Form No.3
Page4of8
Passed _ . 20
Authorized Denominations. The Note shall be dated as of the date of the execution
and delivery of the Loan Agreement.
(a) Interest Rates and Payment Dates The aggregate principal amount of
the Note outstanding, which shall be equal to the aggregate installments of purchase
price paid by the Original Purchaser for the benefit of the City from time to time
pursuant to Section 5, shall bear interest at the rate of (i) zero (0 %) percent per annum
from the Closing Date until, and including, the last day of the twelfth (12"') month after
the Closing Date; and (ii) three percent (3 %) per annum from the first day of the
thirteenth (13th) month after the Closing Date, until the Note is paid; provided,
however, to the extent that moneys are insufficient to pay principal and interest on the
Note — City Portion or the interest on the Note — MORK Portion when due, a late
charge equal to five percent (5 %) of such insufficient payment shall be paid to the
Original Purchaser for each month the insufficiency exists. Interest on the Note shall
be computed on the basis of a 360 -day year consisting of twelve 30 -day months.
(b) Principal Payment Schedule The Note shall mature on the Principal
Payment Dates in principal amounts as shall be determined pursuant to the Loan
Agreement.
(c) Payment of Debt Charges The debt charges on the Note shall be
payable in lawful money of the United States of America. Installments of principal and
interest on the Note shall be payable by check or draft mailed to the Original Purchaser;
provided that the final payment of all unpaid principal and interest shall be payable
when due upon presentation and surrender of the Note at the office of the Director of
Finance.
(e) Redemption Provisions The City may prepay all or any portion of the
principal sum of the Note at any time, but if such prepayment is made during the first
three years after the first disbursement of the Loan, a three percent (3 %) prepayment
fee shall be assessed on the amount prepaid. All such prepayments shall be applied
to the payment of the principal installments due on the Note in the inverse order of its
maturity, and shall be accompanied by the payment of accrued interest on the amount
of the prepayment to the date thereof.
The notice of prepayment of the Note shall identify (i) the redemption price to be paid
and (ii) the date fixed for prepayment. The notice shall be given by the City to the
Original Purchaser in accordance with the Loan Agreement. Failure to receive such
notice or any defect in that notice regarding the prepayment of the Note, however,
shall not affect the validity of the proceedings for the prepayment of the Note.
If moneys for the prepayment of such portion of the Note to be redeemed, together
with accrued interest thereon to the prepayment date, are held by the City or an escrow
trustee prior to the prepayment date, so as to be available therefor on that prepayment
date and, if notice of prepayment has been provided to the Original Purchaser as
aforesaid, then from and after such date of deposit with the City or an escrow trustee,
such portion of the Note called for redemption shall cease to bear interest and no
longer shall be considered to be outstanding. If those moneys shall not be so available
on the prepayment date, or that notice shall not have been provided to the Original
Purchaser as aforesaid, such portion of the Note shall continue to bear interest, until it
is paid, at the same rate as it would have borne had it not been called for prepayment.
All moneys held by the City or an escrow trustee for the prepayment of a portion of
the Note shall be held in trust for the account of the Original Purchaser and shall be
paid to it upon presentation and surrender of the Note; provided that any interest
earned on the moneys so held by the City or the escrow trustee shall be for the account
of and paid to the City to the extent not required for the payment of the portion of the
Note called for prepayment.
RECORD OF ORDINANCES
Blank, Inc.
Form No 30043
12 -15 Page 5 of 8
Ordinance No. Passed . 20
Section 4 Execution and Authentication of Note The Note shall be signed by the City
Manager and the Director of Finance, in the name of the City and in their official
capacities. The Note shall be issued in the Authorized Denominations and shall express
upon its face the purpose, in summary terms, for which it is issued and that it is issued
pursuant to the Act, this Ordinance and the Loan Agreement.
Section 5 Sale of the Note to the Original Purchaser The Note is hereby awarded
and sold to the Original Purchaser at a purchase price of par plus accrued interest
thereon, if any, upon the terms provided for herein and in the Loan Agreement. The
Original Purchaser shall pay the purchase price of the Note in one or more installments,
such installments to be noted by the Original Purchaser on a Schedule of Advances
attached to the Note.
The City Manager and the Director of Finance shall sign and deliver, in the name and
on behalf of the City, the Loan Agreement between the City and the Original Purchaser,
in substantially the form as is now on file with the Clerk, providing for the sale to, and
the purchase by, the Original Purchaser of the Note. The Loan Agreement is approved,
together with any changes or amendments that are not inconsistent with this Ordinance
and not substantially adverse to the City and that are approved by the City Manager
and the Director of Finance on behalf of the City, all of which shall be conclusively
evidenced by the signing of the Loan Agreement or amendments thereto.
The Mayor, the City Manager, the Director of Finance, the Director of Law, the Clerk of
Council and other City officials, as appropriate, are each authorized and directed to
sign any transcript certificates, financial statements and other documents and
instruments and to take such actions as are necessary or appropriate to consummate
the transactions contemplated by this Ordinance. Any actions of the Mayor, the City
Manager, the Director of Finance, the Director of Law, the Clerk of Council or other
City official, as appropriate, in doing any and all acts necessary in connection with the
issuance and sale of the Note are hereby ratified and confirmed.
Section 6 Notes are Special Obligations and Provisions for Levy and Collection of
Municipal Income Tax Revenues, TIF Revenues and Motor Vehicle License Tax
Revenues The Note is a special obligation of the City. The principal of and interest
(and any premium) on the Note — City Portion and the interest on the Note — MORK
Portion is payable solely from the Municipal Income Tax Revenues and TIF Revenues,
and such payments are secured by a pledge of the Municipal Income Tax Revenues
and the Service Payment as provided by the Act and this Ordinance. The principal of
(and any premium) on the Note — MORK Portion is payable solely from (a) the MORK
MPO Revenues, which the City does not control but which monies are to be applied
thereto in accordance with the Loan Agreement and (b) the Motor Vehicle License Tax
Revenues, and such payment is secured by a pledge of the Motor Vehicle License Tax
Revenues as provided by the Act and this Ordinance.
The City has heretofore levied and covenants that it shall continue to collect the
Municipal Income Tax Revenues for so long as the Note is outstanding. The City has
heretofore imposed and covenants that it shall continue to collect the TIF Revenues
for so long as the Note is outstanding. The City hereby covenants and agrees that, so
long as the Note is outstanding, it shall not suffer the repeal, amendment or any other
change in this Ordinance, or the Municipal Income Tax Ordinance, the TIF Ordinances
or any City legislation relating to the Motor Vehicle License Tax Revenues, that in any
way materially and adversely affects or impairs (a) the sufficiency of the Municipal
Income Tax Revenues levied and collected or otherwise available for (i) the payment
of the principal of and interest and premium (if any) on the Note — City Portion and (ii)
the payment of interest on the Note — MORK Portion, (b) the pledge or the application
of the Municipal Income Tax Revenues to (i) the payment of the principal of and
interest and premium (if any) on the Note — City Portion and (ii) the payment of interest
on the Note — MORK Portion, (c) the sufficiency of the TIF Revenues imposed and
collected or otherwise available for (i) the payment of the principal of and interest and
RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
12 -15 Page 6 of 8
Ordinance No. Passed 20
premium (if any) on the Note — City Portion and (ii) the payment of interest on the
Note — MORK Portion, (d) the pledge or the application of the TIF Revenues to (i) the
payment of the principal of and interest and premium (if any) on the Note — City Portion
and (ii) the payment of interest on the Note — MORK Portion, (e) the sufficiency of
the Motor Vehicle License Tax Revenues collected or otherwise available for the
payment of the interest and premium (if any) on the Note — MORK Portion or (f) the
pledge or the application of the Motor Vehicle License Tax Revenue to the payment of
the interest and premium (if any) on the Note — MORK Portion.
The Note does not constitute a general obligation debt or a pledge of the full faith or
credit or property taxing power of the City. Nothing herein shall be construed as
requiring the City to use or apply to the payment of principal of and interest (and any
premium) on the Note any funds or revenues from any source other than the Municipal
Income Tax Revenues, the TIF Revenues and the Motor Vehicle License Tax Revenues.
Nothing herein, however, shall be deemed to prohibit the City, of its own volition, from
using, to the extent that it is authorized by law to do so, any other resources for the
fulfillment of any of the terms, conditions or obligations of this Ordinance, the Loan
Agreement or of the Note.
If the City shall pay or cause to be paid and discharged the Note, the covenants,
agreements and other obligations of the City hereunder and in the Note shall be
discharged and satisfied. The City shall be considered to have caused a portion of the
Note to be paid and discharged if the City has placed in escrow, and pledged for the
payment of debt charges on such portion of the Note, money or direct or guaranteed
obligations of the United States, or a combination of those obligations, determined by
an independent firm experienced in making such determinations to be sufficient, with
the interest or other investment income accruing on those direct or guaranteed
obligations, for the payment of debt charges on that portion of the Note. For purposes
of this Section, "direct obligations of or obligations guaranteed as to payment by the
United States" includes rights to receive payment or portions of payments of the
principal of or interest or other investment income on those obligations, and other
obligations fully secured as to payment by those obligations and the interest or other
investment income on those obligations.
All of the agreements, covenants and duties under this Ordinance are hereby
established as duties specifically enjoined by law or resulting from an office, trust or
station upon this City within the meaning of Section 2731.01 of the Revised Code.
Section 7 . Additional Obligations The City shall have the right from time to time to
issue Additional Obligations on parity with the Note, as provided by the Act and by an
ordinance passed by this Council authorizing the issuance of those Additional
Obligations.
Before any Additional Obligations which are payable from Municipal Income Tax
Revenues are issued, the City shall have reasonably determined that the aggregate
amount of Municipal Income Tax Revenues received during the fiscal year immediately
preceding the issuance of those Additional Obligations is at least equal to one hundred
fifty percent (150 %) of the largest amount required to be paid in any succeeding
calendar year to meet the payment of principal of and interest on the Note — City
Portion, interest on the Note — MORK Portion and any Additional Obligations to be
outstanding immediately after the issuance of such Additional Obligations. For bond
anticipation notes, the principal and interest on the Additional Obligations anticipated
by the notes shall be used in calculating compliance with this provision.
Before any Additional Obligations which are payable from TIF Revenues are issued, the
City shall have reasonably determined that the aggregate amount of TIF Revenues
received during the fiscal year immediately preceding the issuance of those Additional
Obligations is at least equal to one hundred fifty percent (150 %) of the largest amount
required to be paid in any succeeding calendar year to meet the payment of principal
RECORD OF ORDINANCES
Dayton L Blank Inc.
Form No.3 0043 —
12 -15 Page 7 of 8
Ordinance No. Passed 20
of and interest on the Note — City Portion, interest on the Note — MORK Portion and
any Additional Obligations to be outstanding immediately after the issuance of such
Additional Obligations. For bond anticipation notes, the principal and interest on the
Additional Obligations anticipated by the notes shall be used in calculating compliance
with this provision.
Junior lien or other subordinate obligations payable solely from the Municipal Income
Tax Revenues and /or the TIF Revenues, and any general obligations of the City which
are also payable from Municipal Income Tax Revenues and /or TIF Revenues, may be
issued without limitation.
Section 8 . Financing Costs The expenditure of the amounts necessary to pay any
Financing Costs in connection with the Note, to the extent not paid by the Original
Purchaser in accordance with the Certificate of Award, is authorized and approved, and
the Director of Finance is authorized to provide for the payment of any such amounts
and costs from the proceeds of the Note to the extent available and otherwise from
any other funds lawfully available that are appropriated or shall be appropriated for
that purpose
Section 9 . Bond Counsel The legal services of the law firm of Squire Sanders (US)
LLP are hereby retained. Those legal services shall be in the nature of legal advice and
recommendations as to the documents and the proceedings in connection with the
authorization, sale and issuance of the Note and rendering at delivery related legal
opinions. In providing those legal services, as an independent contractor and in an
attorney - client relationship, that firm shall not exercise any administrative discretion
on behalf of this City in the formulation of public policy, expenditure of public funds,
enforcement of laws, rules and regulations of the State, any county or municipal
corporation or of this City, or the execution of public trusts. For those legal services
that firm shall be paid just and reasonable compensation and shall be reimbursed for
actual out -of- pocket expenses incurred in providing those legal services. The Director
of Finance is authorized and directed to make appropriate certification as to the
availability of funds for those fees and any reimbursement and to issue an appropriate
order for their timely payment as written statements are submitted by that firm.
Section 10 Satisfaction of Conditions for Note Issuance This Council determines that
all acts and conditions necessary to be performed by the City or to have been met
precedent to and in the issuing of the Note in order to make it a legal, valid and binding
special obligation of the City have been performed and have been met, or will at the
time of delivery of the Note have been performed and have been met, in regular and
due form as required by law; that the Municipal Income Tax Revenues, TIF Revenues
and Motor Vehicle License Tax Revenues of the City are pledged for the timely payment
of certain portions of the debt charges on the Note; that no statutory or constitutional
limitation of indebtedness or taxation will have been exceeded in the issuance of the
Note; and that the Note is being authorized and issued pursuant to the Act, this
Ordinance, the Loan Agreement and other authorizing provisions of law.
Section 11 Compliance with Open Meeting Requirements This Council finds and
determines that all formal actions of this Council and any of its committees concerning
and relating to the passage of this Ordinance were taken in an open meeting of this
Council and any of its committees, and that all deliberations of this Council and any of
its committees that resulted in those formal actions were in meetings open to the
public, all in compliance with the law, including Section 121.22 of the Ohio Revised
Code.
Section 12 . Effective Date This Ordinance is declared to be an emergency measure
necessary for the immediate preservation of the public peace, health, safety, and
welfare of the City, and for the further reason that this Ordinance is required to be
immediately effective in order to issue and sell the Note, which is necessary to enable
RECORD OF ORDINANCES
Dayton Lega Blan Inc. Form No. 30043
12 -15 Page 8 of 8
Ordinance No. Passed . 20
the State to timely enter into contracts for the construction of the Project; wherefore,
this Ordinance shall be in full force and effect immediately upon its passage.
Si 4ed d :g Officer
Attest:
o �
Clerk of Council Q
Passed 42P 2015
Effectiv , 2015
I cityof Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490 Memo
To: Members of Dublin City Council
From: Dana L. McDaniel, City Mani
Date: February 5, 2015
Initiated By: Angel L. Mumma, Director of Finance
Re: Ordinance No. 12 -15 — Authorizing the City to Enter into a Loan Agreement with
the Ohio Department of Transportation and Deliver a Related Note in the Maximum
Principal Amount of $35,010,000 for the Purpose of Paying the Costs of
Constructing a Cloverstack Interchange in the Northeast and Southeast Quadrants
of the Existing U.S. Route 33 /Interstate Interchange, Together with Related
Improvements and All Necessary Appurtenances Thereto, Authorizing the Execution
of any Additional Documents related Thereto, and Declaring an Emergency
Summary
As Council is aware, staff has worked with representatives from the Ohio Department of
Transportation (ODOT) and the Mid -Ohio Regional Planning Commission (MORPC) on the funding
for the I- 270 /US 33 Interchange Improvement project. The cost of construction for phase 1 is
estimated to be $73 million with $40 million being paid by ODOT, $25 million by MORK, and $8
million by the City. In addition, the City is responsible for the costs of the project features ODOT
determines to be above and beyond that which is necessary for the construction of the
interchange transportation infrastructure. Such features include the landscaping and art details,
which are anticipated to total approximately $2 million, bringing the City's total contribution to the
construction to $10 million.
In working with MORK, the City agreed to fund initially the $25 million MORK portion as well as
the $10 million City portion, for a total of $35 million. MORPC's $25 million would be secured by
the City through a State Infrastructure Bank (SIB) loan with repayment of the loan coming from
MORPC's annual federal allocation, which is administered by ODOT. Additionally, the City agreed
that costs in excess of the $25 million principal amount (i.e. interest and loan fees) would be the
responsibility of the City. (MORPC Resolution T -10 -13 is attached for reference.)
While the City's portion of the construction costs could be financed in any manner deemed most
financially appropriate, staff determined that utilizing the SIB would result in savings of
approximately $446,600 versus issuing traditional general obligation debt. As such, the SIB
application was submitted in for the total amount of $35,000,000, which covered both the MORK
and City portions of the construction costs.
On December 8, 2014, Council approved Ordinance No. 120 -14, which authorized the City
Manager to enter into an agreement with ODOT to finance the I- 270 /US 33 Interchange
Improvement project through the SIB program. The preliminary term sheet for the SIB loan was
Memo re. Ordinance No. 12 -15
February 5, 2015
Page 2 of 2
attached to that Ordinance and outlined the terms and conditions of the loan transaction. In
summary, the term of the loan is 20 years with no interest assessed on the loan for the first 12
months. From the 13"' month through final maturity, the interest rate will be 3.0 %. In order to
utilize the SIB, there is a $10,000 fee, which is incorporated in the loan amount, resulting in a total
loan amount of $35,010,000.
Based on the project sale date of Tuesday, February 10, 2015, the City's first payment will be due
in August 2016. Funding to repay the City's portion of the debt was incorporated in the 2015 —
2019 Capital Improvements Program. The source of repayment will come from service payments
from the Ruscilli, Pizzuti, and Upper Metro Tax Increment Financing districts, with income tax
revenues available as backup funding if necessary.
The final loan documents were provided to the City in mid - January and have been reviewed by the
City's bond counsel. Ordinance No. 12 -15 authorizes the City to enter into this loan agreement of
which the terms are consistent with what had previously been negotiated and approved by
Council. This is the final step in securing the financing for this project.
Recommendation
ODOT requires having the loan document executed prior to the project sale date, which as
previously noted is Tuesday, February 10, 2015. As such, staff is requesting that Council dispense
with the public hearing of Ordinance No. 12 -15 and approve the Ordinance on February 9, 2015 as
an emergency so that the executed documents can be delivered to ODOT on the morning of
February 10, 2015.
morpc
Mid -Ohio Regional
Planning Commission
111 Liberty Street, Suite 100
Columbus. Ohio 43215
T 614.228.2663
TTY 800.750.0750
www.morpc.org
William Murdock, AICP Eric S. Phillips
Executive Director Char
September 11, 2014
Angel L. Mumma
Director of Finance
City of Dublin
Finance Department
5200 Emerald Parkway
Dublin, Ohio 43017
Ms. Melinda Lawrence
ODOT
State Infrastructure Bank
1980 West Broad Street
Columbus, Ohio 43223
Re: MORK Funds and State Infrastructure Bank (SIB) Loan for the 1 -270 and US
33 Dublin interchange, PID# 88310
Dear Angel and Melinda:
This letter confirms MORPC's commitment to provide funding for the 1 -270 and US 33
Dublin interchange identified in the current SFY14 -17 TIP. MORPC's commitment is
$25 million of STP funds to pay the principal portion of a $25 million SIB loan. See
attached resolution T -10 -13 which committed MORPC to the SIB loan arrangement
and resolution T -18 -13 which incorporated the funding into the SFY 14 -17 TIP.
Once the specifics of the principal payments are confirmed, we will make
adjustments to TIP as necessary to reflect the specific amount of STP funds to be
applied to the SIB loan during each State fiscal year.
Please let us know if you have any questions or need further assistance.
Sincerely,
Thea J. Walsh
Director
Transportation Systems and Funding
Attachments: Resolution T -10 -13
Resolution T -18 -13
cc: Paul Hammersmith
Jeannie Willis
Matt Greeson Rory McGuiness
Vice Chair SecrEtiary
RESOLUTION T -10 -13
"PROVIDING ADDITIONAL MORPC- ATTRIBUTABLE FUNDING FOR THE 1- 270 /US 33 NORTHWEST
INTERCHANGE"
WHEREAS, the Policy Committee of the Mid -Ohio Regional Planning Commission is designated as the
Metropolitan Planning Organization (MPO) for the Columbus metropolitan planning area; and
WHEREAS, the MPO is responsible for allocating certain federal transportation funds that are
attributed to it; and
WHEREAS, the Policy Committee by Resolution T -3 -12, "ADOPTING 'PRINCIPLES FOR MANAGING
MORPC- ATTRIBUTABLE FEDERAL FUNDS' AND'APPLICATION PROCEDURE FOR MORPC-
ATTRIBUTABLE FUNDING PROGRAMS'" established the process to allocate these funds; and
WHEREAS, these principles include a biennial project solicitation process to select projects to use
MOPRC - attributable funding; and
WHEREAS, in accordance with these principles, in June 2012 project applications were solicited,
received, evaluated by MORPC staff and the Federal Funding Committee, and the projects selected
to receive these funds and their amounts were included in Resolution T -1 -13 "ADOPTING PROJECTS
TO USE MORPC- ATTRIBUTABLE FEDERAL FUNDING "; and
WHEREAS, Resolution T -1 -13 included a commitment of $7M for Phase 1 of the 1- 270 /US 33
Northwest Interchange project; and
WHEREAS, the Ohio Department of Transportation (ODOT) has requested MORPC - attributable
funding totaling $25 million (an addition of $18 million) for the construction of this project structured
through a State Infrastructure Bank (SIB) loan for 20 years; and
WHEREAS, a working group of Policy Committee members was convened under the leadership of
Policy Committee Secretary Matt Greeson to address: 1) Response to this $25 million request that
was made outside of MORPC's normal funding decision process, and 2) Response to such requests
in the future; and
WHEREAS, the working group met several times to understand the project and the ODOT request
including a joint meeting of the working group with the ODOT Chief of Staff and the Chief Engineer to
discuss the project and the ODOT request; and
WHEREAS, after careful consideration the working group recommends: 1) to provide the requested
funding; 2) continue to pursue additional cost savings or funding opportunities; 3) establish
procedures for future out of cycle requests; and
WHEREAS, MORK and Dublin with support from ODOT on June 3 submitted a TIGER application
requesting $15,000,000 for the project to the U.S. Department of Transportation; and
WHEREAS, MORK and Dublin are continuing to pursue other possible funding sources in order to
reduce the MORPC - attributable and Dublin shares of the project; and
WHEREAS, the Citizen Advisory Committee at its meeting on June 3, 2013, and the Transportation
Advisory Committee at its meeting on June 5, 2013, recommended approval of funding for this
project to the Policy Committee; now therefore
Resolution T -10 -13
Page 2
BE IT RESOLVED BY THE POLICY COMMITTEE OF THE MID -OHIO REGIONAL PLANNING COMMISSION:
Section 1. That MORPC commits up to $25,000,000 in MORPC- attributable funding for the
right -of -way and /or construction phases of the 1- 270 /US 33 northwest interchange
project pending continued availability of MORPC- attributable federal funding.
Section 2. That the funds will be made available through a 20 year State Infrastructure Bank
(SIB) loan. The City of Dublin will be the SIB loan recipient with the MORK funding
paying back the Principle.
Section 3. That it requests that the ODOT SIB lower the interest rate below the current 3 percent
rate to 2.5 percent to help reduce the financial burden of this system interchange
project on the local partners.
Section 4. That if U.S Department of Transportation TIGER funding is secured for this project
that the MORPC- attributable funding is reduced by two - thirds of the award amount
and the Dublin funding is reduced by one -third of the award amount.
Section 5. That if other (non- TIGER) funding is secured that is not shown in Attachment 1 or
there are cost savings that bring the total project cost below those shown in
Attachment 1 that the reduction first be applied to the Dublin contribution up to the
amount of SIB interest being paid by Dublin and if additional funding or cost savings
are secured they would be applied by reducing the MORPC- attributable funding by
two - thirds and the Dublin funding by one -third of the additional funding or cost
savings.
Section 6. That MORK Executive Director is authorized to enter into agreements with ODOT or
Dublin as necessary to execute the provisions of this resolution.
Section 7. That this resolution will be transmitted to ODOT and Dublin for appropriate action.
Section 8. That it directs MORK staff and the Federal Funding Committee to incorporate a
procedure for out of cycle requests into the update of the Principles for Managing
MORPC- Attributable Federal Funds that includes the following considerations:
• Guidelines on when the chair should establish an ad -hoc committee to consider
the request or if to assign it to a standing committe
• Regional significance /regional benefit of the project
• If a local sponsor is willing to act as the applicant to MORK
• The portion of the project cost provided by applicant compared to its total
operating and capital financial capacity
Resolution T -10 -13
Page 3
Section 9. That the Policy Committee finds and determines that all formal deliberations and
actions of this committee concerning and relating to the adoption of this resolution
were taken in open meetings of this committee.
a1v
Eric S. Phillips, Ming Chair
MID -OHIO REGIONAL PLANNING COMMISSION
( 0 1,313
Date
Prepared by: Transportation Staff
Attachment 1: Funding Plan for 1- 270 /US 33 Northwest Interchange Phase 1
Attachment 1 to Resolution T-10-13
Funding Plan for 1- 270 /US 33 Northwest Interchange Phase 1
Funding Sources
Project Phase
ODOT /TRAC
Dublin
MORK
Total
Preliminary
Engineering
$15 M
$2.75 M
$4.25 M
Detailed Design
$4 M
$3 M
$7 M
Right -of-
Way /Utilities
$4 M
$3.5 M
$7.5 M
Construction
$40 M
$8 M
$25 M
$73 M
Total
$50 M
$17.25 M
$25 M
$91.75 M
SIB Interest
$4.5 M
$4.5 M
Total Including SIB
Interest
$50 M
$21.75 M
$25 M
$96.25 M
RESOLUTION T -18 -13
"AMENDING THE STATE FISCAL YEAR (SFY) 2014 -2017 TRANSPORTATION IMPROVEMENT
PROGRAM"
WHEREAS, the Policy Committee of the Mid -Ohio Regional Planning Commission (MORPC) adopted
the SFY 2014 -2017 Transportation Improvement Program (TIP) by Resolution T -5 -13; and
WHEREAS, the City of Dublin has requested the modification of one project on the 2014 -2017 TIP as
shown in Attachment 1; and
WHEREAS, MORK has requested the addition of one project to the 2014 -2017 TIP as shown in
Attachment 1; and
WHEREAS, the Ohio Department of Transportation has requested the addition of one project to the
2014 -2017 TIP as shown in Attachment 1; and
WHEREAS, the projects are consistent with the transportation policies, plans, and programs,
including the most recent Transportation Plan adopted by the Policy Committee; and
WHEREAS, the Citizen Advisory Committee at its meeting on November 4, 2013, and the
Transportation Advisory Committee at its meeting on November 6, 2013, recommended approval of
this resolution to the Policy Committee; now therefore
BE IT RESOLVED BY THE POLICY COMMITTEE OF THE MID -OHIO REGIONAL PLANNING COMMISSION:
Section 1. That the MORK SFY 2014 -2017 TIP be amended to include the project information
as shown in Attachment 1.
Section 2. That it affirms that the fiscal balance of the SFY 2014 -2017 TIP is maintained.
Section 3. That the determination of conformity between the TIP and the State Implementation
Plan (SIP) is hereby reaffirmed, as the projects are exempt from conformity
requirements or have been included in the most recent conformity approval.
Section 4. That this resolution will be transmitted to ODOT and all local agencies listed as
sponsoring agencies in Attachment 1 for appropriate action.
Resolution T -18 -13
Page 2
Section 5. That the Policy Committee finds and determines that all formal deliberations and
actions of this committee concerning and relating to the adoption of this resolution
were taken in open meetings of this committee.
E c lips, A60 n ' g Chair
MID -OHIO REGIONAL PLANNING COMMISSION
It (1� L-3 -
Date
Prepared by: Transportation Staff
Attachments:
1. Amended Project Information for the SFY 2014 -2017 TIP
2. Project Location Map
Resolution T -18 -13
Attachment 1- Amended Project Information
Agency: Dublin PID: 88310 TIP ID: 1946 MTP ID: 239
Co- Route -Sec: FRA -IR270 -17.29 Length (mi.):
ProjectType(s): Interchange Modification Air Quality: SA
Description: 1-270 at US -331SR -161, Interchange Modification, interchange reconstruction and expansion.
Bike Components: No change to existing conditions. The multi -use path stub just
north of Post Road and under 1 -270 will remain in its
current location and be maintained for future use.
Ped Components: No change to existing conditions. The multi -use path stub just
north of Post Road and under 1 -270 will remain in its
current location and be maintained for future use.
y ♦ip ;...
2014 PE ENVIR LOCAL
$3,053,139
2014 PE DD NHPP
$4,000,000
2014 PE DD LOCAL
$2,000,000
2014 ROW NHPP
$3,555,000
2014 ROW STATE
$445,000
2014 ROW LOCAL
$3,500,000
2015 CON NHPP
$42,570,000
2015 CON STATE
$4,730,000
2015 CON Local /Fed AC
$25,000,000
2015 CON LOCAL
$8,000,000
LR PAY STP -M
$25,000,000 MORPC Funds - Cap Amount
LR PAY LOCAL -PAY
($25,000,000)
Total: $96,853,139
Agency: MORK PID: 97026 TIP ID: 2896 MTP ID: 775
Co- Route -Sec: FRA - MORPC Reg Growth - Impact Length (mi.):
ProjectType(s): Study Air Quality: E
Description: Regional Growth Impacts, Study, assess the impacts of projected growth across a variety of key metrics. These
metrics would include VMT, fuel consumed, infrastructure costs, and emissions.
Bike Components: Not applicable.
Ped Components: Not applicable.
State FY we ifa: Amagnt
2014 SPR STP -M $400,000 MORPC Funds - Cap Amount
2014 SPR LOCAL $100.000
Total: $500,000
Funds in FYs prior to 2014 are not included in this report nor in the 2014 -2017 TIP.
Friday, October 25, 2013 Page 1 of 2
Resolution T -18 -13
Attachment 1- Amended Project Information
Agency: ODOT 6 PID: 83988 TIP ID: 1806 MTP ID: 299
Co -Route -Sec: FRA -IR270 -49.00 Length (mi.):
ProjectType(s): Interchange Modification Air Quality: SA
Description: 1 -270 at Alum Creek Dr, Interchange Modification, Construct new 1 -270 SB to WB on ramp, widen 1 -270 EB off ramp,
widen Alum Creek Dr, including the SB structure over 1 -270, to provide appropriate turn lanes. Third project resulting
from study of 1- 2701Alu
Bike Components: Widen shoulder. Proposed 8' shoulder on the southbound side of Alum Creek Dr, including the structure over 1 -270,
from E Howard Dr to the 1 -270 eastbound off -ramp.
Ped Components: Widen shoulder. Proposed 8' shoulder on the southbound side of Alum Creek Dr, including the structure over 1 -270,
from E Howard Dr to the 1 -270 eastbound off -ramp.
ta S w cep. as
2014 PE DD ODSA $500,000
2014 CON ODSA $5,163,900
2014 CON NHPP $797,490
2014 CON STATE $88,610
fflt . $ 6,550,000
Summary of Funding Sources
Source
Di:s,.rip loo
Totaa Awro; nl
LOCAL
Local Public Agency Funds
$16,653,139
Local /Fed AC
Local/Federal Advance Construction (Local to be reimbursed with Federal)
$25,000,000
LOCAL -PAY
Reimbursement of Previous Local Expenditures
($25,000,000)
NHPP
National Highway Performance Program
$50,922,490
ODSA
Ohio Development Services Agency Roadwork Development Fund
$5,663,900
STATE
State Transportation Funds
$5,263,610
STP -M
Surface Transportation Program, Attributable to MORPC
$25,400,000
Funds in FYs prior to 2014 are not included in this report nor in the 2014 -2017 TIP.
Friday, October 25, 2013 Page 2 of 2
SFY 20142017
vement Program
0
Z
W
a
W
J
4 ,
rvew mcermange
Minor Widering)Safety Improvement
Interchange Modification
Intersection Modification
Maintenance/Restrtacitg
Bridge Repair/Replacement
Traffic Signal Upgrade
Streetscepe/study/Other
Bkeway/S ciewatldTransit
Streetscape/Study /Other
MORPC Project Identification
PlanringArea
9
The map prepared in cooperation with the U.S Department of
The information shorn on this map Is compiled from various Tramportetion's Federal Highway Administration and Federal
sources available to us which we belle" b be reliable TramtAdmnetiation, the Ohio Department of Tramportabon,
M%BmgislconeWp12014_2017dIp amndmt 1-18-13 mrd octl3 and local communtles.
Resolution T -18 -13
Amendment to the TIP
Project Location Map
morpc
to Regional Planning Commission
iii Uberty Street
Columbus, Ohio 43215
614.226.2663
October 2013
Please cheek www.morpc.org for
as to this map and project listing.
Unmapped Projects
2896 Re®onal Growth Impacts
SIB #S 150A03 &150B03 /PID #88310
LOAN AGREEMENT
between
OHIO DEPARTMENT OF TRANSPORTATION
and
CITY OF DUBLIN, OHIO
SR33 & I -270 INTERCHANGE IMPROVEMENT PROJECT
Dated
as of
FEBRUARY 2015
TABLE OF CONTENTS
(The Table of Contents is not a part of this Loan Agreement
and is only for convenience of reference.)
Page
Preambles...........................................................................................................
..............................1
ARTICLE I - DEFINITIONS
........................................................................ ..............................1
Section 1.1
Use of Defined Terms .................................................... ..............................1
Section 1.2
Definitions .................................... ............................... ........................1,2,3,4
Section 1.3
Certain Words and References ....................................... ..............................4
ARTICLE II - DETERMINATIONS
AND REPRESENTATIONS ............. ..............................5
Section 2.1
Determinations of the ODOT ......................................... ..............................5
Section 2.2
Representations and Warranties of the City ............ .............................5,
6, 7
ARTICLE III - LOAN, PROVISION OF PROJECT FACILITIES AND
CONDITIONS TO DISBURSEMENT ......................... ..............................7
Section 3.1
Loan and Repayment ..................................................... ..............................7
Section 3.2
Provision of Project ........................................................ ..............................7
Section 3.3
City Required to Pay Costs in Event Proceeds Insufficient .........................7
Section 3.4
Conditions to Disbursement .................................. .............................8,
9, 10
Section 3.5
Disbursement of Loan ................................................... .............................10
Section 3.6
Payment of Costs .......................................................... .............................10
Section 3.7
Plans and Specifications; Inspections ...................... ............................10,
11
Section 3.8
MORPC MPO Revenues ......................................... ............................10,
11
Section3.9
Pledge ......................................................................... ...............................
11
Section 3.10
Completion Date ........................................................... .............................11
ARTICLE IV - ADDITIONAL
COVENANTS AND AGREEMENTS ........ .............................11
Section 4.1
Affirmative Covenants of the City ..................... ............................11,
12, 13
Section 4.2
Negative Covenants of the City ............................... ............................13,
14
ARTICLE V - EVENTS OF DEFAULT, REMEDIES AND TERMINATION .......................14
Section 5.1
Events of Default ..................................................... ............................14,
15
Section5.2
Remedies .................................................................. ............................15,
16
Section 5.3
No Remedy Exclusive ................................................... .............................16
Section5.4
No Waiver ..................................................................... .............................16
Section 6.1
Term of Loan Agreement .............................................. .............................16
Section6.2
Notices .......................................................................... .............................17
Section 6.3
Extent of Covenants of ODOT and the City; No Personal Liability .........17
Section 6.4
Binding Effect ............................................................... .............................17
Section 6.5
Amendments and Supplements ..................................... .............................17
Section 6.6
Execution Counterparts ................................................. .............................17
Section 6.7
Severability ................................................................... .............................17
Section 6.8
Captions; Entire Agreement .......................................... .............................17
Section 6.9
Interpretation ............................................................ ............................17,
18
Section 6.10
Governing Law .............................................................. .............................18
Section 6.11
Further Assurance .......................................................... .............................18
Signatures..............................................................................................
.............................18
Exhibit A
FORMS OF PROMISSORY NOTE ......................... ...............................
19
Exhibit B
PROJECT DESCRIPTION ........................................ ...............................
20
Exhibit C
CERTIFICATE OF AVAILABLE RESOURCES .... ...............................
21
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Loan Agreement') made and entered into as of
February , 2015, by and between the Director of the Ohio Department of Transportation
( "ODOT ") and the City of Dublin, Ohio, a political subdivision duly organized and validly
existing under the Constitution and laws of the State of Ohio and its City Charter (the "City "),
under the circumstances summarized in the following recitals (the capitalized terms not defined
in the recitals are being used therein as defined in Article I hereof):
A. Pursuant to the Act, ODOT is authorized, among other things, to make loans to
assist in the financing of a Qualified Project.
B. The City has requested that ODOT provide the financial assistance for the Project
hereinafter described.
C. ODOT has determined that the Project constitutes a Qualified Project and that the
financial assistance to be provided pursuant to this Loan Agreement is appropriate under the Act
and will be in furtherance and in implementation of the public policy set forth in the Act.
D. The financial assistance to be provided pursuant to this Agreement has been
reviewed and approved by ODOT, pursuant to the Act.
NOW, THEREFORE, in consideration of the promises and the representations and
agreements hereinafter contained, ODOT and the City agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Use of Defined Terms In addition to the words and terms elsewhere
defined in this Loan Agreement or by reference to other instruments, the words and terms set
forth in Section 1.2 hereof shall have the meanings therein set forth unless the context or use
expressly indicates a different meaning or intent. Such definitions shall be equally applicable to
both the singular and plural forms of any of the words and terms therein defined.
Section 1.2 Definitions As used herein:
"Act" means Section 5531.09, Ohio Revised Code, as from time to time enacted and
amended.
"Application" means the Application of the City submitted to the SIB dated October 17,
2014, requesting assistance under the Act.
1
"Accrual Date" means the first day of the calendar month which is thirteen (13) months
after the date on which monies are first disbursed to the City pursuant to Section 3.5 hereof.
"Additional Obligations" means any additional bonds or other obligations of the City
which may be subsequently issued and payable solely from the Municipal Income Tax Revenues
and /or the TIE Revenues on a parity with the Note including additional obligations in
anticipation of which notes have been issued. In no event shall general obligation notes or bonds
of the City be treated as Additional Obligations.
"Authorizing Ordinance" means Ordinance No. 12 -15 passed by the City Council of the
City on February 9, 2015 and authorizing the execution and delivery of this Loan Agreement and
the Note.
"Certificate of Available Resources" means the Certificate given in compliance with
Section 5705.41 of the Ohio Revised Code and attached hereto, and incorporated as if fully
rewritten herein, as Exhibit C.
"Closing Date" means February. 2015, the date of execution and delivery of the Loan
Documents.
"Commitment" means the Preliminary Term Sheet between ODOT and the City dated
January 9, 2015.
"Disbursement Date" means each date, including the Final Disbursement Date, upon
which the proceeds of the Loan are disbursed to, or for the benefit of the City.
"Environmental Law" means any federal, state or local law, regulation, ordinance, order
or directive pertaining to the protection of the environment.
"Event of Default" means any of the events described as an event of default in Section
5.1 hereof
"Final Disbursement Date" means no later than June 30, 2018, or such subsequent date as
may be established by ODOT in writing in accordance with Section 3.5 hereof for the
disbursement of the Loan.
"Force Majeure" means, without limitation:
(a) acts of God; strikes, lockouts or other industrial disturbances; acts of public
enemies; orders or restraints of any kind of the government of the United States or
of the State or any of their departments, agencies, political subdivisions or
officials, or any civil or military authority; insurrections; civil disturbances; riots;
epidemics; landslides; nuclear accidents; lightning; earthquakes; fires; hurricanes;
2
tornadoes; storms, droughts; floods; arrests; restraint of government and people;
explosions, breakage, malfunction or accident to facilities, machinery,
transmission pipes or canals; partial or entire failure of utilities; shortages of
labor, materials, supplies or transportation; or
(b) any cause, circumstances or event not reasonably within the control of the City.
"Governing Instruments" means the Charter under which the City was created as a
municipal corporation pursuant to Article XVIII, Ohio Constitution.
"Governmental Authority" means, collectively, the State, any political subdivision
thereof, any municipality, and any agency, department, board or bureau of any of the foregoing
having jurisdiction over the Project.
"Hazardous Substance" means a hazardous substance as defined under the
Comprehensive Emergency Response Compensation and Liability Act of 1980, 42 U.S.C.
Section 6901, as from time to time amended.
"Hazardous Waste" means a hazardous waste as defined under the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, as from time to time amended.
"Loan" means the loan by ODOT to the City in the total sum of the Loan Amount, to be
disbursed pursuant to Section 3.5 hereof.
"Loan Agreement" means this Loan Agreement, as from time to time amended or
supplemented.
"Loan Amount" means an amount not to exceed Thirty Five Million Ten Thousand
Dollars ($35,010,000), which final amount shall be determined as of the Final Disbursement
Date.
"Loan Documents" means all documents, instruments and agreements delivered to or
required by ODOT to evidence or secure the Loan as required by the Commitment and this Loan
Agreement, as the same may be amended, modified, supplemented, restated or replaced from
time to time.
"MORPC MPO Revenues" means the pledge of fund resources from the Surface
Transportation Project (STP), the Congestion Mitigation and Air Quality (CMAQ) Program and
the Transportation Alternatives Program (TAP), which funds are controlled by ODOT through
the Mid -Ohio Regional Planning Commission (MORPC) Metropolitan Planning Organization
(MPO) process.
3
" MORPC Resolution" means Resolution T -10 -13 adopted on June 13, 2013 by the
MORPC Policy Committee authorizing the pledge of the MORPC MPO Revenues.
"Motor Vehicle License Tax Revenues" means any motor vehicle license tax revenues
received by the City which may be lawfully used for the purpose of paying the interest on the
Note — MORPC Portion.
"Municipal Income Tax" means the municipal income tax collected by the City pursuant
to the City's Codified Ordinances Chapter 35 and the Municipal Income Tax Ordinance at the
effective rate of two percent (2.0 %).
"Municipal Income Tax Ordinance" means Ordinance No. 17 -87 passed by City Council
on July 20, 1987 which was approved by the electorate of the City at the general election held on
November 3, 1987 providing for the current Municipal Income Tax.
"Municipal Income Tax Revenues" means the moneys received by the City from the
Municipal Income Tax.
"Note" means, collectively, the Note — City Portion and the Note — MORPC Portion.
"Note — City Portion" means the promissory note, in the form attached hereto as
Exhibit A -1, evidencing the obligation of the City to repay the portion of the Loan aggregating
an amount not to exceed $10,010,000 and as further provided for herein, as the same may be
amended, modified supplemented, restated or replaced from time to time.
"Note — MORPC Portion" means the promissory note, in the form attached hereto as
Exhibit A -2, evidencing the obligation of the City to repay the portion of the Loan aggregating
an amount not to exceed $25,000,000 and as further provided for herein, as the same may be
amended, modified supplemented, restated or replaced from time to time.
"Notice Address" means:
As to ODOT: Ohio Department of Transportation
ATTN: State Infrastructure Bank
1980 West Broad Street, Mailstop #2130
Columbus, Ohio 43223
FAX: (614) 887 -4962
As to the City: City of Dublin, Ohio
ATTN: Director of Finance
5200 Emerald Parkway
Dublin, Ohio 43017
FAX: (614) 410 -4461
4
or such additional or different address, notice of which is given under Section 6.2 hereof.
"Petroleum" means petroleum as defined under the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901, as from time to time amended.
"Plans and Specifications" means the plans and specifications or other appropriate
documents describing the Project prepared by or at the direction of ODOT.
"Project" means the construction of a cloverstack interchange in the northeast and
southeast quadrants of the existing U.S. Route 33 / Interstate -270 interchange, together with
related improvements and necessary appurtenances thereto.
"Project Site" means the Project which is located within the County of Franklin, Ohio
and the City, described in Exhibit B attached hereto.
"Project Purposes" means the construction of the Project.
"Provision" means, as applicable, the acquiring, constructing, reconstructing,
rehabilitating, renovating, enlarging, installing, improving, or furnishing of the Project.
"Qualified Project" means a qualified project within the meaning of the Act.
"Security Documents" means, collectively, the Authorizing Ordinance and the Certificate
of Available Resources, and any ancillary documents, as from time to time amended or
supplemented.
"State" means the State of Ohio.
"State Infrastructure Bank" or "SIB" means the State Infrastructure Bank created by the
Act.
"TIF Ordinances" means, collectively, Ordinance No. 61 -94 passed by City Council on
June 20, 1994, Ordinance No. 14 -98 passed by City Council on March 16, 1998, Ordinance No.
17 -98 passed by City Council on April 20, 1998, Ordinance No. 82 -97 passed by City Council
on June 9, 1997, as amended by Ordinance No. 67 -13 passed by City Council on August 26,
2013, and Ordinance No. 107 -97 passed by City Council on August 11, 1997, as amended by
Ordinance No. 105 -14 passed on October 27, 2014, and in each case, providing that certain
Improvements (as that term is defined in Ohio Revised Code Section 5709.40) be exempted from
real property taxation and that the owners of those parcel make service payments in lieu of taxes
in respect of that real property tax exemption.
"TIF Revenues" means the service payments in lieu of taxes received by the City
pursuant to the TIE Ordinances.
5
"Toxic Chemicals" means toxic chemicals as defined under Title III of the Superfund
Amendments and Reauthorization Act of 1986 (also cited as the Emergency Planning and
Community Right -to -Know Act) 42 U.S.C. Section 11001, as from time to time amended.
Section 1.3 Certain Words and References Any reference herein to ODOT shall
include those succeeding to ODOT's functions, duties or responsibilities pursuant to or by
operation of law or lawfully performing such functions. Any reference to a section or provision
of the Constitution of the State or to the Act or to a section, provision, chapter or title of the Ohio
Revised Code shall include such section, provision, chapter or title as from time to time
amended.
The terms "hereof," "hereby," "herein," "hereto," "hereunder" and similar terms refer to
this Loan Agreement; and the term "heretofore" means before, and the term "hereafter" means
after, the Closing Date. Words of the masculine gender include the feminine and the neuter, and
when the sense so indicates, words of the neuter gender may refer to any gender.
ARTICLE II
DETERMINATIONS AND REPRESENTATIONS
Section 2.1 Determinations of ODOT Pursuant to the Act and on the basis of the
representations and other information provided by the City, ODOT hereby determines that the
financial assistance to be provided by the State pursuant to this Loan Agreement will conform to
the requirements of the Act, and will further implement the purposes of the Act by (i)
encouraging public and private investment in transportation facilities that contribute to the
multimodal and intermodal capabilities of the State; and (ii) improving the efficiency of the State
transportation system by using and developing the particular advantages of each transportation
mode to the fullest extent.
Section 2.2 Representations and Warranties of the City The City hereby represents
and warrants that:
(a) The City is a political subdivision duly organized and validly existing under Ohio
law and its Charter.
(b) The City has full power and authority to execute, deliver and perform its
obligation under the Loan Documents, and the Security Documents, and carry out
the transactions contemplated thereby. To the City's knowledge, such execution,
delivery and performance do not, and will not, violate any provision of law
applicable to the City or the Governing Instruments of the City and do not, and
will not, conflict with or result in a default under any agreement or instrument to
which the City is a party or by which the City or any property or assets of the City
is or may be bound. The Loan Documents and the Security Documents have, by
proper action, been duly authorized, executed and delivered and all necessary
6
actions have been taken in order for the Loan Documents and the Security
Documents, to constitute legal, valid and binding obligations of the City.
(c) The Provision of the Project will be completed by ODOT, and the Project will be
maintained by the City in such manner as to conform with all applicable
Environmental Law and zoning, planning, building and other governmental
regulations imposed by any Governmental Authority and as to be consistent with
the purposes of the Act.
(d) The provision of financial assistance pursuant to this Loan Agreement induced the
City to share a cost of the Project, thereby improving the vehicular transportation
within the City and resulting in various benefits to the public, including, but not
limited to, materially contributing to the economic revitalization of the State and
improving the economic welfare of all the people of the State.
(e) To the City's knowledge, there are no actions, suits or proceedings pending or
threatened against or affecting the City or the Project which, if adversely
determined, would individually or in the aggregate materially impair the ability of
the City to perform any of the City's obligations under the Loan Documents, or
the Security Documents, or adversely affect the financial condition of the City.
(f) To the City's knowledge, the City is not in default under any of the Loan
Documents, or the Security Documents, or in the payment of any indebtedness for
borrowed money or under any agreement or instrument evidencing any such
indebtedness, and no event has occurred which by notice, the passage of time or
otherwise would constitute any such event of default.
(g) No representation or warranty made by the City and contained in the Loan
Documents, or the Security Documents, and no statement contained in any
certificate, schedule, list, financial statement or other instrument furnished to
ODOT by or on behalf of the City (including, without limitation, the Application),
contains any untrue statement of a material fact, or omits to state a material fact
necessary to make the statements contained herein or therein not misleading.
(h) All proceeds of the Loan shall be used for the payment or reimbursement for
previous payments of costs relating to Provision of the Project. No part of any
such proceeds shall be knowingly paid to or retained by the City or any partner,
officer, shareholder, director or employee of the City as a fee, kick -back or
consideration of any type. The City has no identity of interest with any supplier,
contractor, architect, subcontractor, laborer or material man performing work or
services or supplying materials in connection with the Provision of the Project.
(i) Except as otherwise permitted herein, the City has made no contract or
arrangement of any kind, other than the Loan Documents, which has given rise to,
7
or the performance of which by the other party thereto would give rise to, a lien or
claim of lien on the Project, or the City's pledge of the Municipal Income Tax
Revenues, TIE Revenues or Motor Vehicle License Tax Revenues senior to that
of ODOT.
(j) To the extent under the control or within the knowledge of the City, (1) no
Hazardous Substance, Hazardous Waste, Toxic Chemical or Petroleum shall be
discharged, dispersed, released, stored or treated at the Project, other than in
accordance with any applicable Environmental Law, (2) no asbestos or asbestos -
containing materials have been or will be installed, used or incorporated into any
buildings, structures, additions, improvements, facilities, fixtures or installations
at the Project, or disposed of on or otherwise released at or from the Project, (3)
no investigation, administrative order, consent order and agreement, litigation or
settlement under any Environmental Law with respect to any Hazardous
Substance, Hazardous Waster, Toxic Chemical, Petroleum, asbestos or asbestos -
containing material is proposed, in existence, or, to the best of the City's
knowledge, threatened or anticipated with respect to the Project, (4) the Project is
in compliance with all applicable Environmental Law and the City has not
received any notice from any entity, governmental body, or individual claiming
any violation of, or requiring compliance with any Environmental Law, and (5)
the City has not received any request for information, notice of claims, demands
or other notification that the City may be responsible for a threatened or actual
release of any Hazardous Waste, Hazardous Substance, Toxic Chemical,
Petroleum, asbestos or asbestos - containing material or for any damage to the
environment or to natural resources.
For purposes of this Section 2.2, the term "knowledge" means the actual knowledge of
the City Manager, without further investigation, as of the date of this Loan Agreement.
ARTICLE III
LOAN, PROVISION OF THE PROJECT AND CONDITIONS TO
DISBURSEMENT
Section 3.1 Loan and Repavment On the terms and conditions of this Loan
Agreement and the Commitment, ODOT shall lend to the City the Loan Amount to assist in the
financing of the Project. The Loan shall be evidenced by this Loan Agreement and the Note and
secured by the Security Documents, and other Loan Documents, as applicable. The Loan shall
be allocated between the Note — City Portion and the Note — MORPC Portion. Those
instruments and documents shall be executed by the City and all other parties, as applicable and
delivered by the City to ODOT on the Closing Date, concurrently with the execution and
delivery of this Loan Agreement and the delivery of all other documents and the satisfaction of
all other closing conditions required by this Loan Agreement and the Commitment. The Loan
shall be disbursed pursuant to Section 3.5 hereof upon the satisfaction of the conditions set forth
in Section 3.4 hereof. The Loan shall be disbursed only from, and only to the extent that, on the
8
Disbursement Dates funds not heretofore committed are available to make the Loan from
moneys provided for in accordance with the Act.
The terms of repayment of the Loan shall be as set forth in the Note, and the City shall
make all payments required to be made under the Note as and when due in accordance with
Schedule . The City and MOT agree that Schedule shall be amended no later than the
later of (a) the Final Disbursement Date or (b) the date of receipt of the Closing Certificate to be
provide by MOT District 6 to ODOT.
Section 3.2 Provision of the Project The City and MOT (a) have commenced or
shall promptly hereafter commence the Provision of the Project, and (b) shall pay all expenses
incurred in such Provision from funds made available therefor in accordance with this Loan
Agreement, or otherwise.
Section 3.3 The City Required to Pay Costs in Event Proceeds Insufficient In the
event that the proceeds of the Loan are not sufficient to pay all costs of the Project, the City may
be required by ODOT, nonetheless and irrespective of the cause of such deficiency to, complete
the Project in accordance with the Plans and Specifications and pay all costs of such completion
in full, or a lesser amount to be determined as appropriate by ODOT; provided, however, that
such obligation on the part of the City is subject to the availability of funds for the purpose and
to the appropriation of those fund by the City Council for the Project and any obligation to
undertake such actions lies solely within the discretion of the City Council of the City.
Section 3.4 Conditions Precedent to Disbursement The disbursement of the Loan
shall be made in disbursements not more frequently than twice every month during and/or upon
the completion of the Provision of the Project (and on or before the Final Disbursement Date),
provided ODOT, if not already under the control or within ODOT's knowledge, shall have
received the following on or before each Disbursement Date, as applicable:
(a) this Loan Agreement, duly executed;
(b) the duly executed Note;
(c) duly executed Certificate of Available Resources;
(d) certified copies of the ordinances or resolutions of the City authorizing execution
and delivery of all documents with respect to the Loan Documents and Security
Documents and performance thereunder, as applicable;
(e) an opinion of the City's counsel, which sets forth substantially the following:
(1) the City has full municipal power and authority to execute and deliver the
Loan Documents, and the Security Documents;
9
(2) the City has duly authorized by action of its City Council the taking of any
actions reasonably necessary to carry out and give effect to the
transactions contemplated to be performed on the City's part under the
Loan Documents, and the Security Documents;
(3) each of the Loan Documents, and the Security Documents has been duly
authorized, executed and delivered by the City, and is a legal, valid and
binding special obligation of the City, enforceable in accordance with its
terms, except as such enforcement may be limited by the application of
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and other similar laws or equitable principles affecting
creditors' rights generally;
(4) the execution and delivery of each of the Loan Documents, and the
Security Documents and the performance by the City of the reasonable
actions required of the City thereby and the reasonable consummation of
the transactions contemplated therein do not and will not to our knowledge
constitute a default under, conflict with or violate in any material way any
judgment, decree, indenture, mortgage, deed of trust, guaranty, agreement
or other instrument to which the City is a party or by which the City is
bound, or conflict with or violate any provisions of Ohio law, Ohio
administrative regulation, or court order or consent decree;
(5) there is no action, temporary restraining order, injunction, suit,
proceeding, inquiry or investigation at law or in equity, before or by any
judicial or administrative court or agency, pending or to the best of our
knowledge threatened against or affecting, or involving the properties,
securities or businesses of the City in any material way, and to the best of
our knowledge, there is no reasonable basis for any such action, temporary
restraining order, injunction, suit, proceeding, inquiry or investigation,
which would, individually or in the aggregate, materially and adversely
affect the transactions contemplated by the Loan Documents, or the
Security Documents, the delivery, validity or enforceability of any of the
Loan Documents or the Security Documents or materially and adversely
affect the financial condition of the City;
(6) the City has obtained any and all requisite governmental consents, permits,
licenses and approvals necessary for it to enter into, execute and deliver
the Loan Documents, and the Security Documents and to perform the
City's obligations thereunder; and
(7) to the best of our knowledge, the City is not in default in any material
way under any contract, agreement or other instrument by which it is
10
bound, in the payment of any monetary obligation or with respect to any
judgment, order, injunction or regulation of any court or governmental
authority, and there exists no condition or event which after notice or lapse
of time or both would constitute any such default; and
(8) the Note is payable and secured solely from the Municipal Income Tax
Revenues, TIF Revenues and Motor Vehicle License Tax Revenues, all as
defined and provided in this Loan Agreement; and
(f) a construction contract with a guaranteed fixed price;
(g) determination of applicability of either Davis Bacon Act wage rule, or of
prevailing wage by the Ohio Department of Commerce, Division of Labor and
Worker Safety, Wage and Hour Bureau of the State as well as certified payrolls
issued by the Project's general contractor to the Ohio Department of Commerce,
Division of Labor and Worker Safety, Wage and Hour Bureau of the State,
certifying as to full compliance with Chapter 4115, Ohio Revised Code;
(h) evidence of any and all environmental approvals required by federal or state law
for construction of the Project;
(i) evidence satisfactory to ODOT of the approval and availability of all other
funding sources for the Project have been secured;
(j) such other certifications, documents or opinions as ODOT may reasonably
request.
Section 3.5 Disbursement of Loan ODOT shall disburse the Loan by delivering funds
as determined by ODOT in ODOT's sole discretion to the order of the Project contractor on the
City's behalf on each Disbursement Date. ODOT agrees that each disbursement shall be
allocated on a pro rata basis between the Note — City Portion and the Note — MORPC Portion
based on $10,010,000 and $25,000,000, respectively, each being the maximum permitted amount
for each such portion.
Section 3.6 Payment of Costs The City shall pay all costs incident to the Loan
incurred by ODOT in an amount not to exceed $10,000.00, which amount includes the costs of
the preparation of documents relating to the disbursement of the Loan regardless of whether or
not the disbursement of the Loan shall actually occur.
The provisions of this Section 3.6 shall survive the termination of this Agreement.
Section 3.7 Plans and Specifications: Inspections ODOT may revise the Plans and
Specifications from time to time; provided that no revision shall be made (a) which would
change the Project Purposes to purposes other than those permitted by the Act; (b) without
11
obtaining, to the extent required by law, the approval of any applicable Governmental Authority;
or (c) increase the City's financial obligation hereunder, unless otherwise agreed by the City and
ODOT.
Section 3.8 MORPC MPO Revenues Pursuant to the MORPC Resolution, and in
accordance with the terms of the Commitment, the City and ODOT agree that the MORPC MPO
Revenues in an amount not to exceed $25,000,000 will be applied by the ODOT Division of
Finance for the benefit of the City towards the payment of principal on the Note — MOPRC
Portion in accordance with and as set forth in Schedule III, attached hereto as Exhibit D and
incorporated herein by reference.
In accordance with the MORPC Resolution, the ODOT Division of Finance has agreed to
apply the annual amount of the MORPC MPO Revenues received from the federal government
to pay a portion of the principal amount outstanding on the Note — MORPC Portion. ODOT
agrees (a) to apply the annual MORPC MPO Revenues towards the outstanding principal on the
Note — MORPC portion in accordance with Schedule III, as amended; and (b) within sixty (60)
days of receiving the annual MORPC MPO Revenues, ODOT will send written notice to the City
detailing the annual amount received and the remaining principal amount outstanding on the
Note — MORPC Portion. Further, ODOT agrees that if the MORPC MPO Revenues are not
received by ODOT in any year in which the principal on the Note — MORPC Portion remains
outstanding, and a substitute source of funds are provided by the federal government, ODOT will
make a good faith effort to use the substitute source of funds to repay the outstanding principal
on the Note — MORPC Portion.
Section 3.9 Pledge The Note is a special obligation of the City. The principal of and
interest (and any premium) on the Note — City Portion and the interest on the Note — MORPC
Portion is payable solely from the Municipal Income Tax Revenues and TIE Revenues, and such
payments are secured by a pledge of the Municipal Income Tax Revenues and the TIE Revenues
as provided by the Authorizing Ordinance. The principal of (and any premium) on the Note —
MORPC Portion is payable solely from (a) the MORPC MPO Revenues, which the City does not
control but which monies are to be applied thereto in accordance with this Loan Agreement and
(b) the Motor Vehicle License Tax Revenues and such payment is secured by a senior pledge of
the Motor Vehicle License Tax Revenues as provided by the Authorizing Ordinance; provided,
however, if all such Motor Vehicle License Tax Revenues pledged by the City are insufficient to
pay the principal of (and any premium) on the Note — MORPC Portion on any payment date,
such insufficiency shall not constitute an Event of Default under this Loan Agreement.
The Note does not constitute a general obligation debt or a pledge of the full faith or
credit or property taxing power of the City. Nothing herein shall be construed as requiring the
City to use or apply to the payment of principal of and interest (and any premium) on the Note
any funds or revenues from any source other than the Municipal Income Tax Revenues, the TIE
Revenues and the Motor Vehicle License Tax Revenues. Nothing herein, however, shall be
deemed to prohibit the City, of its own volition, from using, to the extent that it is authorized by
12
law to do so, any other resources for the fulfillment of any of the terms, conditions or obligations
of the Authorizing Ordinance, this Loan Agreement or of the Note.
If the City shall pay or cause to be paid and discharged the Note, the covenants,
agreements and other obligations of the City hereunder and in the Note shall be discharged and
satisfied. The City shall be considered to have caused a portion of the Note to be paid and
discharged if the City has placed in escrow, and pledged for the payment of debt charges on such
portion of the Note, money or direct or guaranteed obligations of the United States, or a
combination of those obligations, determined by an independent firm experienced in making
such determinations to be sufficient, with the interest or other investment income accruing on
those direct or guaranteed obligations, for the payment of debt charges on that portion of the
Note. For purposes of this Section, "direct obligations of or obligations guaranteed as to
payment by the United States" includes rights to receive payment or portions of payments of the
principal of or interest or other investment income on those obligations, and other obligations
fully secured as to payment by those obligations and the interest or other investment income on
those obligations.
The City shall have the right from time to time to issue Additional Obligations on parity
with the Note. Before any Additional Obligations which are payable from Municipal Income
Tax Revenues are issued, the City shall have reasonably determined that the aggregate amount of
Municipal Income Tax Revenues received during the fiscal year immediately preceding the
issuance of those Additional Obligations is at least equal to one hundred fifty percent (150 %) of
the largest amount required to be paid in any succeeding calendar year to meet the payment of
principal of and interest on the Note — City Portion, interest on the Note — MORPC Portion and
any Additional Obligations to be outstanding immediately after the issuance of such Additional
Obligations. For bond anticipation notes, the principal and interest on the Additional Obligations
anticipated by the notes shall be used in calculating compliance with this provision.
Before any Additional Obligations which are payable from TIF Revenues are issued, the
City shall have reasonably determined that the aggregate amount of TIF Revenues received
during the fiscal year immediately preceding the issuance of those Additional Obligations is at
least equal to one hundred fifty percent (150 %) of the largest amount required to be paid in any
succeeding calendar year to meet the payment of principal of and interest on the Note — City
Portion, interest on the Note — MORPC Portion and any Additional Obligations to be outstanding
immediately after the issuance of such Additional Obligations. For bond anticipation notes, the
principal and interest on the Additional Obligations anticipated by the notes shall be used in
calculating compliance with this provision.
Junior lien or other subordinate obligations payable solely from the Municipal Income
Tax Revenues and /or the TIF Revenues, and any general obligations of the City which are also
payable from Municipal Income Tax Revenues and /or TIF Revenues, may be issued without
limitation.
13
Section 3.10 Completion Date The Completion Date shall occur not later than
December 31, 2017, and shall be evidenced to ODOT by a certificate of the City stating (a) the
Completion Date, (b) that all licenses, permits and approvals for the Project required by any
Governmental Authority have been procured and /or obtained, (c) that all improvements reflected
in the Plans and Specifications have been made and the Provision of the Project has been
completed, and (d) that all costs of providing the Project have been paid.
ARTICLE IV
ADDITIONAL COVENANTS AND AGREEMENTS
Section 4.1 Affirmative Covenants of the City Throughout the term of this Loan
Agreement, the City shall:
(a) Deliver Notice Forthwith upon learning of any of the following, deliver written
notice thereof to ODOT, describing the same and the steps being taken by the
City with respect thereto:
(1) the occurrence of an Event of Default or an event or circumstance which
would constitute an Event of Default, but for the requirement that notice
be given, elapse of time or otherwise; or
(2) any action, suit or proceeding by or against the City at law or in equity, or
before any governmental instrumentality or agency, instituted or
threatened which, if adversely determined, would materially impair the
right or ability of the City to carry on the business which is contemplated
in connection with the Project or would materially impair the right or
ability of the City to perform the transactions contemplated by the Loan
Documents, or Security Documents, or would materially and adversely
affect the City's business, operations, properties, assets or condition;
(3) any material communication adversely affecting the Project, and the City
will promptly respond fully to any inquiry of ODOT made with respect
thereto.
(b) Inspection Rights Permit ODOT, or any agents or representatives thereof, to
examine and make copies of and abstract from the records and books of account
of the City related to the Project or collateral for the Loan, visit the Project, and
discuss the general business affairs of the City with any of the City's officers.
(c) Compliance with Laws, Etc Comply in all material respects with all statutes,
laws, ordinances and governmental rules, regulations and orders to which it is
subject or which are applicable to the Project.
14
(d) Maintain Existence Do or cause to be done all things necessary to preserve and
keep in full force and effect the City's existence and ownership of its material
rights and franchises.
(e) Maintain Property Maintain and keep the Project in good repair, working order
and condition.
(f) Furnish Information Furnish or cause to be furnished to ODOT:
(1) Financial Statements Within one hundred eighty (180) days after the last
day of each Fiscal Year, the annual financial statements for the City
accompanied by an opinion of an independent certified public accountant
or the Auditor of State, as well as a replacement Certificate of Available
Resources; provided that if the opinion of the Auditor of State has not
been released by such date, then within ten (10) days following the release
of such opinion.
(2) Certificate: No Default With each of the financial statements required to
be furnished pursuant to this Section, a certificate of the City's chief
financial officer stating that (a) no Event of Default has occurred and is
continuing and no event or circumstance which would constitute an Event
of Default, but for the requirement that notice be given or time elapse or
both, has occurred and is continuing, or, if such an Event of Default or
such event or circumstance has occurred and is continuing a statement as
to the nature thereof and the action which the City shall propose to take
with respect thereto, and (b) no action, suit or proceeding by the City or
against the City at law or in equity, or before any governmental
instrumentality or agency, is pending or, to the best of the City's
knowledge; threatened, which, if adversely determined, would materially
impair the right or ability of the City to carry on the business which is
contemplated in connection with the Project or would materially impair
the right or ability of the City to perform the transactions contemplated by
the Loan Documents, all as of the date of such certificate, except as
disclosed in such certificate.
Section 4.2 Negative Covenants of the City Throughout the term of this Loan
Agreement, the City shall not:
(a) Agreements Enter into any agreement containing any provision which would be
violated or breached by the performance of the City's obligations hereunder or
under any instrument or document delivered or to be delivered by the City
hereunder or in connection herewith without the written consent of ODOT.
(b) Assignment In whole or in part, assign this Loan Agreement.
15
(c) Financial Covenants Violate any financial covenant contained in any agreement
evidencing, relating to or securing any indebtedness for borrowed money in
excess of Five Hundred Thousand Dollars ($500,000), which violation would
materially impair the City's ability to make timely payments with respect to such
indebtedness or borrowed money.
(d) Creation of Liens Except as otherwise permitted in this Loan Agreement, create
or suffer to exist any pledge, security interest, encumbrance or other lien affecting
the City's pledge of Municipal Income Tax Revenues, TIE Revenues or Motor
Vehicle License Tax Revenues, superior to the interests of ODOT without the
prior written consent of ODOT.
ARTICLE V
EVENTS OF DEFAULT, REMEDIES AND TERMINATION
Section 5.1 Events of Default Each of the following shall be an "Event of Default ":
(a) Except as provided for in Section 3.9, failure by the City to pay when due, or
within thirty (30) days after the City receives written notice from ODOT that it is
past due, any amount payable pursuant to the Note or this Loan Agreement, or
any other Loan Document; or
(b) the City shall fail to observe and perform any material agreement, term or
condition contained in this Agreement other than as required pursuant to
subsection (a) above, and such failure continues for a period of thirty (30) days
after the City receives written notice thereof from ODOT; provided, however, that
such thirty (30) day cure period shall not apply to (i) any failure which in the good
faith opinion of ODOT is incapable of cure, (ii) any failure which has previously
occurred, or (iii) any failure to maintain and keep in effect any insurance required
by the Loan Documents; or
(c) the City commences a voluntary case concerning it under Title 11 of the United
States Code entitled `Bankruptcy" as now or hereafter in effect, or any successor
thereto (the `Bankruptcy Code "); or the City is not generally paying the City's
debts as such debts become due; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the property
of the City; or the City commences any other proceeding under any
reorganization, arrangement, readjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect; or there is commenced against the City any such proceeding
which remains undismissed for a period of ninety (90) days; or the City is
adjudicated insolvent or bankrupt; or the City fails to controvert in a timely
manner any such case under the Bankruptcy Code or any such proceeding or any
16
case or proceeding for the appointment of any custodian or the like of or for the
City or any substantial part of the City's property or suffers any such appointment
to continue undischarged or unstayed for a period of ninety (90) days; or the City
makes a general assignment for the benefit of creditors; or any action is taken by
the City for the purpose of effecting any of the foregoing; or a receiver or trustee
or any other officer or representative of the court or of creditors, or any court,
governmental officer or agency, shall under color of legal City, take and hold
possession of any substantial part of the property or assets of the City for a period
in excess of ninety (90) days; or
(d) any representation or warranty made by the City, or any of the City's officers,
herein or in any of the other Loan Documents, or the Security Documents, or in
connection herewith or therewith shall prove to have been incorrect in any
material respect when made; or
(e) any Event of Default under the Note or any other Loan Documents shall have
occurred and be continuing.
Section 5.2 Remedies If an Event of Default shall have occurred and be continuing,
ODOT, at any time, at ODOT's election, may exercise any or all or any combination of the
remedies conferred upon or reserved to MOT under this Loan Agreement, the Note, any of the
other Loan Documents or any instrument or document collateral thereto, or now or hereafter
existing at law, or in equity or by statute. Subject to the foregoing, any or all of the following
remedies may be exercised:
(a) if the Loan has not been disbursed, MOT may terminate of any and all of
ODOT's obligations under this Loan Agreement and the Commitment;
(b) MOT may exercise all or any rights and remedies as MOT may have under this
Loan Agreement, Security Documents, and any of the other Loan Documents;
(c) MOT may inspect, examine and copy the books, records, accounts and financial
data of the City;
(d) MOT may pursue all remedies now or hereafter existing at law or in equity to
enforce the performance and observance of any other obligation or agreement of
the City under the Loan Documents.
Section 5.3 No Remedv Exclusive No remedy conferred upon or reserved to MOT
by this Loan Agreement is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Loan Agreement, each other Loan Document, Security Documents or
now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any
right or power accruing upon any default shall impair any such right or power or shall be
17
construed to be a waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle ODOT to exercise any remedy
reserved to ODOT in this Article, it shall not be necessary to give any notice, other than such
notice as may be expressly provided for herein or required by law.
Section 5.4 No Waiver No failure by ODOT to insist upon the strict performance by
the City of any provision hereof shall constitute a waiver of ODOT's right to strict performance
and no express waiver shall be deemed to apply to any other existing or subsequent right to
remedy the failure by either of the City to observe or comply with any provision hereof.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Term of Loan Agreement This Loan Agreement shall be and remain in
full force and effect from the date of its delivery until (a) the termination of this Loan Agreement
pursuant to Section 5.2(a) hereof or (b) such time as the Loan shall have been fully repaid and all
other sums payable by the City under this Loan Agreement, the Note and any other Loan
Documents shall have been paid.
Section 6.2 Notices All notices, certificates, requests or other communications
hereunder shall be in writing and shall be deemed to be sufficiently given when mailed by
registered or certified mail, postage prepaid, or sent by facsimile and confirmed by telephone,
and addressed to the appropriate Notice Address. The City or ODOT may, by notice given
hereunder, designate any further or different addresses to which subsequent notices, certificates,
requests or communications shall be sent.
Section 6.3 Extent of Covenants of ODOT and the City; No Personal Liability All
covenants, obligations and agreements of ODOT and the City contained in this Loan Agreement
shall be effective to the extent authorized and permitted by applicable law. No such covenant,
obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present
or future ODOT Director or any City Official in other than such ODOT Director's or City
official's official capacity acting pursuant to the Act.
Section 6.4 Binding Effect This Loan Agreement shall inure to the benefit of and
shall be binding in accordance with its terms upon ODOT, the City and their respective
successors and assigns. The City shall not assign any of the City' rights or obligations under this
Loan Agreement without the written consent of ODOT.
Section 6.5 Amendments and Supplements This Loan Agreement may not be
amended or supplemented except by an instrument in writing executed by ODOT and the City.
18
Section 6.6 Execution Counterparts This Loan Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original and all of which shall
constitute but one and the same instrument.
Section 6.7 Severability If any provision of this Loan Agreement, or any covenant,
obligation or agreement contained herein is determined by a court to be invalid or unenforceable,
such determination shall not affect any other provision, covenant, obligation or agreement, each
of which shall be construed and enforced as if such invalid or unenforceable provision were not
contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable
application thereof, and each such provision, covenant, obligation or agreement shall be deemed
to be effective, operative made, entered into or taken in the manner and to the full extent
permitted by law.
Section 6.8 Captions: Entire Agreement The captions and headings in this
Agreement shall be solely for convenience of reference and shall in no way define, limit or
describe the scope or intent of any provisions or Sections of this Agreement. All exhibits and
schedules to this Agreement shall be annexed hereto and shall be deemed to be part of this
Agreement. This Agreement and the exhibits and schedules attached hereto and the Loan
Documents embody the entire agreement and understanding between MOT and the City and
supersede all prior agreements and understandings relating to the subject matter hereof.
Section 6.9 Interpretation This Agreement shall be deemed to have been prepared
jointly by the parties hereto and any uncertainty or ambiguity existing herein shall not be
interpreted against any party but shall be interpreted according to the rules for the interpretation
of arm s length agreements.
Section 6.10 Governing Law This Agreement shall be deemed to be a contract made
under the laws of the State and for all purposes shall be governed by and construed in accordance
with the laws of the State.
Section 6.11 Further Assurance The City agrees to execute such other and further
documents and instruments as MOT may request to implement provisions of the Loan
Documents.
19
IN WITNESS WHEREOF, this Loan Agreement has been executed and delivered all as
of the date first herein before written.
OHIO DEPARTMENT OF TRANSPORTATION
Jerry Wray, Director
CITY OF DUBLIN
Print Name: Dana L. McDaniel
Print Title: Citv Manager
20
EXHIBIT A
FORM OF
PROMISSORY NOTE
21
EXHIBIT B
PROJECT DESCRIPTION
The Project includes the construction of a cloverstack interchange in the northeast and southeast
quadrants of the existing U.S. Route 33 / Interstate -270 interchange, together with related
improvements and necessary appurtenances thereto.
22
EXHIBIT C
CERTIFICATE OF AVAILABLE RESOURCES
This certificate is given in compliance with Section 5705.41, Revised Code. It is attached
to the Loan Agreement dated as February , 2015 (the "Loan Agreement ") between the
Director of Transportation of the State of Ohio ( "ODOT ") and the City of Dublin, Ohio ( "City ").
Under Section 3.1 of the Loan Agreement, ODOT has agreed to loan up to $35,010,000 to the
City. The undersigned certifies as follows:
1. The Loan and the Note have been authorized by the City by Ordinance No. 12 -15
passed on February 9, 2015.
2. The Note has been executed and delivered to ODOT. Under Section 5705.41(D),
Revised Code, amounts required to meet scheduled payments on the Note in the
current fiscal year have been lawfully appropriated for such purpose and are
either in the treasury, or in the process of collection to the credit of the City's
pledge of Municipal Income Tax Revenues, TIE Revenues and Motor Vehicle
License Tax Revenues, each as defined in the Loan Agreement, which funds have
been designated by the City towards paying the Note in accordance with the Loan
Agreement, free from any previous encumbrances.
Dated: February , 2015
Director of Finance
City of Dublin, Ohio
23
EXHIBIT D
SCHEDULE III
24
SIB #S 150A03 &150B03/PID #88310
LOAN AGREEMENT
between
OHIO DEPARTMENT OF TRANSPORTATION
and
CITY OF DUBLIN, OHIO
SR33 & I -270 INTERCHANGE IMPROVEMENT PROJECT
Dated
as of
FEBRUARY , 2015
TABLE OF CONTENTS
(The Table of Contents is not a part of this Loan Agreement
and is only for convenience of reference.)
Page
Preambles........................................................................................................... ..............................1
ARTICLE I - DEFINITIONS ........................................................................ ..............................1
Section 1.1 Use of Defined Terms .................................................... ..............................1
Section 1.2 Definitions .................................... ............................... ........................1,2,3,4
Section 1.3 Certain Words and References ....................................... ..............................4
ARTICLE II - DETERMINATIONS AND REPRESENTATIONS ............. ..............................5
Section 2.1 Determinations of the ODOT ......................................... ..............................5
Section 2.2 Representations and Warranties of the City ............ .............................5, 6, 7
ARTICLE III - LOAN, PROVISION OF PROJECT FACILITIES AND
CONDITIONS TO DISBURSEMENT ......................... ..............................7
Section 3.1
Loan and Repayment ..................................................... ..............................7
Section 3.2
Provision of Project ........................................................
..............................7
Section 3.3
City Required to Pay Costs in Event Proceeds
Insufficient .........................7
Section 3.4
Conditions to Disbursement ..................................
.............................8, 9, 10
Section 3.5
Disbursement of Loan ...................................................
.............................10
Section 3.6
Payment of Costs ..........................................................
.............................10
Section 3.7
Plans and Specifications; Inspections ......................
............................10, 11
Section 3.8
MORPC MPO Revenues .........................................
............................10, 11
Section3.9
Pledge .........................................................................
............................... 11
Section 3.10
Completion Date ...........................................................
.............................11
ARTICLE IV - ADDITIONAL COVENANTS AND AGREEMENTS ........ .............................11
Section 4.1 Affirmative Covenants of the City ..................... ............................11, 12, 13
Section 4.2 Negative Covenants of the City ............................... ............................13, 14
ARTICLE V - EVENTS OF DEFAULT, REMEDIES AND TERMINATION .......................14
Section 5.1 Events of Default ..................................................... ............................14, 15
Section5.2 Remedies .................................................................. ............................15, 16
Section 5.3 No Remedy Exclusive ................................................... .............................16
Section5.4 No Waiver ..................................................................... .............................16
ARTICLE VI - MISCELLANEOUS PROVISIONS ...................................... .............................16
Section 6.1
Term of Loan Agreement .............................................. .............................16
Section6.2
Notices .......................................................................... .............................17
Section 6.3
Extent of Covenants of ODOT and the City; No Personal Liability .........17
Section 6.4
Binding Effect ............................................................... .............................17
Section 6.5
Amendments and Supplements ..................................... .............................17
Section 6.6
Execution Counterparts ................................................. .............................17
Section6.7
Severability ................................................................... .............................17
Section 6.8
Captions; Entire Agreement .......................................... .............................17
Section 6.9
Interpretation ............................................................ ............................17,
18
Section 6.10
Governing Law .............................................................. .............................18
Section 6.11
Further Assurance .......................................................... .............................18
Signatures.............................................................................................. .............................18
Exhibit A FORMS OF PROMISSORY NOTE ......................... ............................... 19
Exhibit B PROJECT DESCRIPTION ........................................ ............................... 20
Exhibit C CERTIFICATE OF AVAILABLE RESOURCES .... ............................... 21
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Loan Agreement ") made and entered into as of
February , 2015, by and between the Director of the Ohio Department of Transportation
( "ODOT ") and the City of Dublin, Ohio, a political subdivision duly organized and validly
existing under the Constitution and laws of the State of Ohio and its City Charter (the "City"),
under the circumstances summarized in the following recitals (the capitalized terms not defined
in the recitals are being used therein as defined in Article I hereof):
A. Pursuant to the Act, ODOT is authorized, among other things, to make loans to
assist in the financing of a Qualified Project.
B. The City has requested that ODOT provide the financial assistance for the Project
hereinafter described.
C. ODOT has determined that the Project constitutes a Qualified Project and that the
financial assistance to be provided pursuant to this Loan Agreement is appropriate under the Act
and will be in furtherance and in implementation of the public policy set forth in the Act.
D. The financial assistance to be provided pursuant to this Agreement has been
reviewed and approved by ODOT, pursuant to the Act.
NOW, THEREFORE, in consideration of the promises and the representations and
agreements hereinafter contained, ODOT and the City agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Use of Defined Terms In addition to the words and terms elsewhere
defined in this Loan Agreement or by reference to other instruments, the words and terms set
forth in Section 1.2 hereof shall have the meanings therein set forth unless the context or use
expressly indicates a different meaning or intent. Such definitions shall be equally applicable to
both the singular and plural forms of any of the words and terms therein defined.
Section 1.2 Definitions As used herein:
"Act" means Section 5531.09, Ohio Revised Code, as from time to time enacted and
amended.
"Application" means the Application of the City submitted to the SIB dated October 17,
2014, requesting assistance under the Act.
"Accrual Date" means the first day of the calendar month which is thirteen (13) months
after the date on which monies are first disbursed to the City pursuant to Section 3.5 hereof.
"Additional Obligations" means any additional bonds or other obligations of the City
which may be subsequently issued and payable solely from the Municipal Income Tax Revenues
and/or the TIF Revenues on a parity with the Note including additional obligations in
anticipation of which notes have been issued. In no event shall general obligation notes or bonds
of the City be treated as Additional Obligations.
"Authorizing Ordinance" means Ordinance No. 12 -15 passed by the City Council of the
City on February 9, 2015 and authorizing the execution and delivery of this Loan Agreement and
the Note.
"Certificate of Available Resources" means the Certificate given in compliance with
Section 5705.41 of the Ohio Revised Code and attached hereto, and incorporated as if fully
rewritten herein, as Exhibit C.
"Closing Date" means February , 2015, the date of execution and delivery of the Loan
Documents.
"Commitment" means the Preliminary Term Sheet between ODOT and the City dated
January 9, 2015.
"Disbursement Date" means each date, including the Final Disbursement Date, upon
which the proceeds of the Loan are disbursed to, or for the benefit of the City.
"Environmental Law" means any federal, state or local law, regulation, ordinance, order
or directive pertaining to the protection of the environment.
"Event of Default" means any of the events described as an event of default in Section
1 hereof
"Final Disbursement Date" means no later than June 30, 2018, or such subsequent date as
may be established by ODOT in writing in accordance with Section 3.5 hereof for the
disbursement of the Loan.
"Force Majeure" means, without limitation:
(a) acts of God; strikes, lockouts or other industrial disturbances; acts of public
enemies; orders or restraints of any kind of the government of the United States or
of the State or any of their departments, agencies, political subdivisions or
officials, or any civil or military authority; insurrections; civil disturbances; riots;
epidemics; landslides; nuclear accidents; lightning; earthquakes; fires; hurricanes;
tornadoes; storms, droughts; floods; arrests; restraint of government and people;
explosions, breakage, malfunction or accident to facilities, machinery,
transmission pipes or canals; partial or entire failure of utilities; shortages of
labor, materials, supplies or transportation; or
(b) any cause, circumstances or event not reasonably within the control of the City.
"Governing Instruments" means the Charter under which the City was created as a
municipal corporation pursuant to Article XVIII, Ohio Constitution.
"Governmental Authority" means, collectively, the State, any political subdivision
thereof, any municipality, and any agency, department, board or bureau of any of the foregoing
having jurisdiction over the Project.
"Hazardous Substance" means a hazardous substance as defined under the
Comprehensive Emergency Response Compensation and Liability Act of 1980, 42 U.S.C.
Section 6901, as from time to time amended.
"Hazardous Waste" means a hazardous waste as defined under the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, as from time to time amended.
"Loan" means the loan by ODOT to the City in the total sum of the Loan Amount, to be
disbursed pursuant to Section 3.5 hereof.
"Loan Agreement" means this Loan Agreement, as from time to time amended or
supplemented.
"Loan Amount" means an amount not to exceed Thirty Five Million Ten Thousand
Dollars ($35,010,000), which final amount shall be determined as of the Final Disbursement
Date.
"Loan Documents" means all documents, instruments and agreements delivered to or
required by ODOT to evidence or secure the Loan as required by the Commitment and this Loan
Agreement, as the same may be amended, modified, supplemented, restated or replaced from
time to time.
"MORPC MPO Revenues" means the pledge of fund resources from the Surface
Transportation Project (STP), the Congestion Mitigation and Air Quality (CMAQ) Program and
the Transportation Alternatives Program (TAP), which funds are controlled by ODOT through
the Mid -Ohio Regional Planning Commission (MORPC) Metropolitan Planning Organization
(MPO) process.
3
" MORPC Resolution" means Resolution T -10 -13 adopted on June 13, 2013 by the
MORPC Policy Committee authorizing the pledge of the MORPC MPO Revenues.
"Motor Vehicle License Tax Revenues" means any motor vehicle license tax revenues
received by the City which may be lawfully used for the purpose of paying the interest on the
Note — MORPC Portion.
"Municipal Income Tax" means the municipal income tax collected by the City pursuant
to the City's Codified Ordinances Chapter 35 and the Municipal Income Tax Ordinance at the
effective rate of two percent (2.0 %).
"Municipal Income Tax Ordinance" means Ordinance No. 17 -87 passed by City Council
on July 20, 1987 which was approved by the electorate of the City at the general election held on
November 3, 1987 providing for the current Municipal Income Tax.
"Municipal Income Tax Revenues" means the moneys received by the City from the
Municipal Income Tax.
"Note" means, collectively, the Note — City Portion and the Note — MORPC Portion.
"Note — City Portion" means the promissory note, in the form attached hereto as
Exhibit A -1, evidencing the obligation of the City to repay the portion of the Loan aggregating
an amount not to exceed $10,010,000 and as further provided for herein, as the same may be
amended, modified supplemented, restated or replaced from time to time.
"Note — MORPC Portion" means the promissory note, in the form attached hereto as
Exhibit A -2, evidencing the obligation of the City to repay the portion of the Loan aggregating
an amount not to exceed $25,000,000 and as further provided for herein, as the same may be
amended, modified supplemented, restated or replaced from time to time.
"Notice Address" means:
As to ODOT: Ohio Department of Transportation
ATTN: State Infrastructure Bank
1980 West Broad Street, Mailstop #2130
Columbus, Ohio 43223
FAX: (614) 887 -4962
As to the City: City of Dublin, Ohio
ATTN: Director of Finance
5200 Emerald Parkway
Dublin, Ohio 43017
FAX: (614) 410 -4461
4
or such additional or different address, notice of which is given under Section 6.2 hereof.
"Petroleum" means petroleum as defined under the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901, as from time to time amended.
"Plans and Specifications" means the plans and specifications or other appropriate
documents describing the Project prepared by or at the direction of ODOT.
"Project" means the construction of a cloverstack interchange in the northeast and
southeast quadrants of the existing U.S. Route 33 / Interstate -270 interchange, together with
related improvements and necessary appurtenances thereto.
"Project Site" means the Project which is located within the County of Franklin, Ohio
and the City, described in Exhibit B attached hereto.
"Project Purposes" means the construction of the Project.
"Provision" means, as applicable, the acquiring, constructing, reconstructing,
rehabilitating, renovating, enlarging, installing, improving, or furnishing of the Project.
"Qualified Project" means a qualified project within the meaning of the Act.
"Security Documents" means, collectively, the Authorizing Ordinance and the Certificate
of Available Resources, and any ancillary documents, as from time to time amended or
supplemented.
"State" means the State of Ohio.
"State Infrastructure Bank" or "SIB" means the State Infrastructure Bank created by the
Act.
"TIF Ordinances" means, collectively, Ordinance No. 61 -94 passed by City Council on
June 20, 1994, Ordinance No. 14 -98 passed by City Council on March 16, 1998, Ordinance No.
17 -98 passed by City Council on April 20, 1998, Ordinance No. 82 -97 passed by City Council
on June 9, 1997, as amended by Ordinance No. 67 -13 passed by City Council on August 26,
2013, and Ordinance No. 107 -97 passed by City Council on August 11, 1997, as amended by
Ordinance No. 105 -14 passed on October 27, 2014, and in each case, providing that certain
Improvements (as that term is defined in Ohio Revised Code Section 5709.40) be exempted from
real property taxation and that the owners of those parcel make service payments in lieu of taxes
in respect of that real property tax exemption.
"TIF Revenues" means the service payments in lieu of taxes received by the City
pursuant to the TIF Ordinances.
5
"Toxic Chemicals" means toxic chemicals as defined under Title III of the Superfund
Amendments and Reauthorization Act of 1986 (also cited as the Emergency Planning and
Community Right -to -Know Act) 42 U.S.C. Section 11001, as from time to time amended.
Section 1.3 Certain Words and References Any reference herein to ODOT shall
include those succeeding to ODOT's functions, duties or responsibilities pursuant to or by
operation of law or lawfully performing such functions. Any reference to a section or provision
of the Constitution of the State or to the Act or to a section, provision, chapter or title of the Ohio
Revised Code shall include such section, provision, chapter or title as from time to time
amended.
The terms "hereof," "hereby," "herein," "hereto," "hereunder" and similar terms refer to
this Loan Agreement; and the term "heretofore" means before, and the term "hereafter" means
after, the Closing Date. Words of the masculine gender include the feminine and the neuter, and
when the sense so indicates, words of the neuter gender may refer to any gender.
ARTICLE II
DETERMINATIONS AND REPRESENTATIONS
Section 2.1 Determinations of ODOT Pursuant to the Act and on the basis of the
representations and other information provided by the City, ODOT hereby determines that the
financial assistance to be provided by the State pursuant to this Loan Agreement will conform to
the requirements of the Act, and will further implement the purposes of the Act by (i)
encouraging public and private investment in transportation facilities that contribute to the
multimodal and intermodal capabilities of the State; and (ii) improving the efficiency of the State
transportation system by using and developing the particular advantages of each transportation
mode to the fullest extent.
Section 2.2 Representations and Warranties of the City The City hereby represents
and warrants that:
(a) The City is a political subdivision duly organized and validly existing under Ohio
law and its Charter.
(b) The City has full power and authority to execute, deliver and perform its
obligation under the Loan Documents, and the Security Documents, and carry out
the transactions contemplated thereby. To the City's knowledge, such execution,
delivery and performance do not, and will not, violate any provision of law
applicable to the City or the Governing Instruments of the City and do not, and
will not, conflict with or result in a default under any agreement or instrument to
which the City is a party or by which the City or any property or assets of the City
is or may be bound. The Loan Documents and the Security Documents have, by
proper action, been duly authorized, executed and delivered and all necessary
0
actions have been taken in order for the Loan Documents and the Security
Documents, to constitute legal, valid and binding obligations of the City.
(c) The Provision of the Project will be completed by ODOT, and the Project will be
maintained by the City in such manner as to conform with all applicable
Environmental Law and zoning, planning, building and other governmental
regulations imposed by any Governmental Authority and as to be consistent with
the purposes of the Act.
(d) The provision of financial assistance pursuant to this Loan Agreement induced the
City to share a cost of the Project, thereby improving the vehicular transportation
within the City and resulting in various benefits to the public, including, but not
limited to, materially contributing to the economic revitalization of the State and
improving the economic welfare of all the people of the State.
(e) To the City's knowledge, there are no actions, suits or proceedings pending or
threatened against or affecting the City or the Project which, if adversely
determined, would individually or in the aggregate materially impair the ability of
the City to perform any of the City's obligations under the Loan Documents, or
the Security Documents, or adversely affect the financial condition of the City.
(f) To the City's knowledge, the City is not in default under any of the Loan
Documents, or the Security Documents, or in the payment of any indebtedness for
borrowed money or under any agreement or instrument evidencing any such
indebtedness, and no event has occurred which by notice, the passage of time or
otherwise would constitute any such event of default.
(g) No representation or warranty made by the City and contained in the Loan
Documents, or the Security Documents, and no statement contained in any
certificate, schedule, list, financial statement or other instrument furnished to
ODOT by or on behalf of the City (including, without limitation, the Application),
contains any untrue statement of a material fact, or omits to state a material fact
necessary to make the statements contained herein or therein not misleading.
(h) All proceeds of the Loan shall be used for the payment or reimbursement for
previous payments of costs relating to Provision of the Project. No part of any
such proceeds shall be knowingly paid to or retained by the City or any partner,
officer, shareholder, director or employee of the City as a fee, kick -back or
consideration of any type. The City has no identity of interest with any supplier,
contractor, architect, subcontractor, laborer or material man performing work or
services or supplying materials in connection with the Provision of the Project.
(i) Except as otherwise permitted herein, the City has made no contract or
arrangement of any kind, other than the Loan Documents, which has given rise to,
7
or the performance of which by the other party thereto would give rise to, a lien or
claim of lien on the Project, or the City's pledge of the Municipal Income Tax
Revenues, TIF Revenues or Motor Vehicle License Tax Revenues senior to that
of ODOT.
(j) To the extent under the control or within the knowledge of the City, (1) no
Hazardous Substance, Hazardous Waste, Toxic Chemical or Petroleum shall be
discharged, dispersed, released, stored or treated at the Project, other than in
accordance with any applicable Environmental Law, (2) no asbestos or asbestos -
containing materials have been or will be installed, used or incorporated into any
buildings, structures, additions, improvements, facilities, fixtures or installations
at the Project, or disposed of on or otherwise released at or from the Project, (3)
no investigation, administrative order, consent order and agreement, litigation or
settlement under any Environmental Law with respect to any Hazardous
Substance, Hazardous Waster, Toxic Chemical, Petroleum, asbestos or asbestos -
containing material is proposed, in existence, or, to the best of the City's
knowledge, threatened or anticipated with respect to the Project, (4) the Project is
in compliance with all applicable Environmental Law and the City has not
received any notice from any entity, governmental body, or individual claiming
any violation of, or requiring compliance with any Environmental Law, and (5)
the City has not received any request for information, notice of claims, demands
or other notification that the City may be responsible for a threatened or actual
release of any Hazardous Waste, Hazardous Substance, Toxic Chemical,
Petroleum, asbestos or asbestos - containing material or for any damage to the
environment or to natural resources.
For purposes of this Section 2.2, the term "knowledge" means the actual knowledge of
the City Manager, without further investigation, as of the date of this Loan Agreement.
ARTICLE III
LOAN, PROVISION OF THE PROJECT AND CONDITIONS TO
DISBURSEMENT
Section 3.1 Loan and Repayment On the terms and conditions of this Loan
Agreement and the Commitment, ODOT shall lend to the City the Loan Amount to assist in the
financing of the Project. The Loan shall be evidenced by this Loan Agreement and the Note and
secured by the Security Documents, and other Loan Documents, as applicable. The Loan shall
be allocated between the Note — City Portion and the Note — MORPC Portion. Those
instruments and documents shall be executed by the City and all other parties, as applicable and
delivered by the City to ODOT on the Closing Date, concurrently with the execution and
delivery of this Loan Agreement and the delivery of all other documents and the satisfaction of
all other closing conditions required by this Loan Agreement and the Commitment. The Loan
shall be disbursed pursuant to Section 3.5 hereof upon the satisfaction of the conditions set forth
in Section 3.4 hereof. The Loan shall be disbursed only from, and only to the extent that, on the
8
Disbursement Dates funds not heretofore committed are available to make the Loan from
moneys provided for in accordance with the Act.
The terms of repayment of the Loan shall be as set forth in the Note, and the City shall
make all payments required to be made under the Note as and when due in accordance with
Schedule _. The City and ODOT agree that Schedule — shall be amended no later than the
later of (a) the Final Disbursement Date or (b) the date of receipt of the Closing Certificate to be
provide by ODOT District 6 to ODOT.
Section 3.2 Provision of the Project The City and ODOT (a) have commenced or
shall promptly hereafter commence the Provision of the Project, and (b) shall pay all expenses
incurred in such Provision from funds made available therefor in accordance with this Loan
Agreement, or otherwise.
Section 3.3 The City Required to Pay Costs in Event Proceeds Insufficient In the
event that the proceeds of the Loan are not sufficient to pay all costs of the Project, the City may
be required by ODOT, nonetheless and irrespective of the cause of such deficiency to, complete
the Project in accordance with the Plans and Specifications and pay all costs of such completion
in full, or a lesser amount to be determined as appropriate by ODOT; provided, however, that
such obligation on the part of the City is subject to the availability of funds for the purpose and
to the appropriation of those fund by the City Council for the Project and any obligation to
undertake such actions lies solely within the discretion of the City Council of the City.
Section 3.4 Conditions Precedent to Disbursement The disbursement of the Loan
shall be made in disbursements not more frequently than twice every month during and/or upon
the completion of the Provision of the Project (and on or before the Final Disbursement Date),
provided ODOT, if not already under the control or within ODOT's knowledge, shall have
received the following on or before each Disbursement Date, as applicable:
(a) this Loan Agreement, duly executed;
(b) the duly executed Note;
(c) duly executed Certificate of Available Resources;
(d) certified copies of the ordinances or resolutions of the City authorizing execution
and delivery of all documents with respect to the Loan Documents and Security
Documents and performance thereunder, as applicable;
(e) an opinion of the City's counsel, which sets forth substantially the following:
(1) the City has full municipal power and authority to execute and deliver the
Loan Documents, and the Security Documents;
Z
(2) the City has duly authorized by action of its City Council the taking of any
actions reasonably necessary to carry out and give effect to the
transactions contemplated to be performed on the City's part under the
Loan Documents, and the Security Documents;
(3) each of the Loan Documents, and the Security Documents has been duly
authorized, executed and delivered by the City, and is a legal, valid and
binding special obligation of the City, enforceable in accordance with its
terms, except as such enforcement may be limited by the application of
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and other similar laws or equitable principles affecting
creditors' rights generally;
(4) the execution and delivery of each of the Loan Documents, and the
Security Documents and the performance by the City of the reasonable
actions required of the City thereby and the reasonable consummation of
the transactions contemplated therein do not and will not to our knowledge
constitute a default under, conflict with or violate in any material way any
judgment, decree, indenture, mortgage, deed of trust, guaranty, agreement
or other instrument to which the City is a party or by which the City is
bound, or conflict with or violate any provisions of Ohio law, Ohio
administrative regulation, or court order or consent decree;
(5) there is no action, temporary restraining order, injunction, suit,
proceeding, inquiry or investigation at law or in equity, before or by any
judicial or administrative court or agency, pending or to the best of our
knowledge threatened against or affecting, or involving the properties,
securities or businesses of the City in any material way, and to the best of
our knowledge, there is no reasonable basis for any such action, temporary
restraining order, injunction, suit, proceeding, inquiry or investigation,
which would, individually or in the aggregate, materially and adversely
affect the transactions contemplated by the Loan Documents, or the
Security Documents, the delivery, validity or enforceability of any of the
Loan Documents or the Security Documents or materially and adversely
affect the financial condition of the City;
(6) the City has obtained any and all requisite governmental consents, permits,
licenses and approvals necessary for it to enter into, execute and deliver
the Loan Documents, and the Security Documents and to perform the
City's obligations thereunder; and
(7) to the best of our knowledge, the City is not in default in any material
way under any contract, agreement or other instrument by which it is
10
bound, in the payment of any monetary obligation or with respect to any
judgment, order, injunction or regulation of any court or governmental
authority, and there exists no condition or event which after notice or lapse
of time or both would constitute any such default; and
(8) the Note is payable and secured solely from the Municipal Income Tax
Revenues, TIF Revenues and Motor Vehicle License Tax Revenues, all as
defined and provided in this Loan Agreement; and
(f) a construction contract with a guaranteed fixed price;
(g) determination of applicability of either Davis Bacon Act wage rule, or of
prevailing wage by the Ohio Department of Commerce, Division of Labor and
Worker Safety, Wage and Hour Bureau of the State as well as certified payrolls
issued by the Project's general contractor to the Ohio Department of Commerce,
Division of Labor and Worker Safety, Wage and Hour Bureau of the State,
certifying as to full compliance with Chapter 4115, Ohio Revised Code;
(h) evidence of any and all environmental approvals required by federal or state law
for construction of the Project;
(i) evidence satisfactory to ODOT of the approval and availability of all other
funding sources for the Project have been secured;
(j) such other certifications, documents or opinions as ODOT may reasonably
request.
Section 3.5 Disbursement of Loan ODOT shall disburse the Loan by delivering funds
as determined by ODOT in ODOT's sole discretion to the order of the Project contractor on the
City's behalf on each Disbursement Date. ODOT agrees that each disbursement shall be
allocated on a pro rata basis between the Note — City Portion and the Note — MORPC Portion
based on $10,010,000 and $25,000,000, respectively, each being the maximum permitted amount
for each such portion.
Section 3.6 Payment of Costs The City shall pay all costs incident to the Loan
incurred by ODOT in an amount not to exceed $10,000.00, which amount includes the costs of
the preparation of documents relating to the disbursement of the Loan regardless of whether or
not the disbursement of the Loan shall actually occur.
The provisions of this Section 3.6 shall survive the termination of this Agreement.
Section 3.7 Plans and Specifications; Inspections ODOT may revise the Plans and
Specifications from time to time; provided that no revision shall be made (a) which would
change the Project Purposes to purposes other than those permitted by the Act; (b) without
11
obtaining, to the extent required by law, the approval of any applicable Governmental Authority;
or (c) increase the City's financial obligation hereunder, unless otherwise agreed by the City and
ODOT.
Section 3.8 MORPC MPO Revenues Pursuant to the MORPC Resolution, and in
accordance with the terms of the Commitment, the City and ODOT agree that the MORPC MPO
Revenues in an amount not to exceed $25,000,000 will be applied by the ODOT Division of
Finance for the benefit of the City towards the payment of principal on the Note — MOPRC
Portion in accordance with and as set forth in Schedule III, attached hereto as Exhibit D and
incorporated herein by reference.
In accordance with the MORPC Resolution, the ODOT Division of Finance has agreed to
apply the annual amount of the MORPC MPO Revenues received from the federal government
to pay a portion of the principal amount outstanding on the Note — MORPC Portion. ODOT
agrees (a) to apply the annual MORPC MPO Revenues towards the outstanding principal on the
Note — MORPC portion in accordance with Schedule III, as amended; and (b) within sixty (60)
days of receiving the annual MORPC MPO Revenues, ODOT will send written notice to the City
detailing the annual amount received and the remaining principal amount outstanding on the
Note — MORPC Portion. Further, ODOT agrees that if the MORPC MPO Revenues are not
received by ODOT in any year in which the principal on the Note — MORPC Portion remains
outstanding, and a substitute source of funds are provided by the federal government, ODOT will
make a good faith effort to use the substitute source of funds to repay the outstanding principal
on the Note — MORPC Portion.
Section 3.9 Pledize The Note is a special obligation of the City. The principal of and
interest (and any premium) on the Note — City Portion and the interest on the Note — MORPC
Portion is payable solely from the Municipal Income Tax Revenues and TIF Revenues, and such
payments are secured by a pledge of the Municipal Income Tax Revenues and the TIF Revenues
as provided by the Authorizing Ordinance. The principal of (and any premium) on the Note —
MORPC Portion is payable solely from (a) the MORPC MPO Revenues, which the City does not
control but which monies are to be applied thereto in accordance with this Loan Agreement and
(b) the Motor Vehicle License Tax Revenues and such payment is secured by a senior pledge of
the Motor Vehicle License Tax Revenues as provided by the Authorizing Ordinance; provided,
however, if all such Motor Vehicle License Tax Revenues pledged by the City are insufficient to
pay the principal of (and any premium) on the Note — MORPC Portion on any payment date,
such insufficiency shall not constitute an Event of Default under this Loan Agreement.
The Note does not constitute a general obligation debt or a pledge of the full faith or
credit or property taxing power of the City. Nothing herein shall be construed as requiring the
City to use or apply to the payment of principal of and interest (and any premium) on the Note
any funds or revenues from any source other than the Municipal Income Tax Revenues, the TIF
Revenues and the Motor Vehicle License Tax Revenues. Nothing herein, however, shall be
deemed to prohibit the City, of its own volition, from using, to the extent that it is authorized by
12
law to do so, any other resources for the fulfillment of any of the terms, conditions or obligations
of the Authorizing Ordinance, this Loan Agreement or of the Note.
If the City shall pay or cause to be paid and discharged the Note, the covenants,
agreements and other obligations of the City hereunder and in the Note shall be discharged and
satisfied. The City shall be considered to have caused a portion of the Note to be paid and
discharged if the City has placed in escrow, and pledged for the payment of debt charges on such
portion of the Note, money or direct or guaranteed obligations of the United States, or a
combination of those obligations, determined by an independent firm experienced in making
such determinations to be sufficient, with the interest or other investment income accruing on
those direct or guaranteed obligations, for the payment of debt charges on that portion of the
Note. For purposes of this Section, "direct obligations of or obligations guaranteed as to
payment by the United States" includes rights to receive payment or portions of payments of the
principal of or interest or other investment income on those obligations, and other obligations
fully secured as to payment by those obligations and the interest or other investment income on
those obligations.
The City shall have the right from time to time to issue Additional Obligations on parity
with the Note. Before any Additional Obligations which are payable from Municipal Income
Tax Revenues are issued, the City shall have reasonably determined that the aggregate amount of
Municipal Income Tax Revenues received during the fiscal year immediately preceding the
issuance of those Additional Obligations is at least equal to one hundred fifty percent (150 %) of
the largest amount required to be paid in any succeeding calendar year to meet the payment of
principal of and interest on the Note — City Portion, interest on the Note — MORPC Portion and
any Additional Obligations to be outstanding immediately after the issuance of such Additional
Obligations. For bond anticipation notes, the principal and interest on the Additional Obligations
anticipated by the notes shall be used in calculating compliance with this provision.
Before any Additional Obligations which are payable from TIF Revenues are issued, the
City shall have reasonably determined that the aggregate amount of TIF Revenues received
during the fiscal year immediately preceding the issuance of those Additional Obligations is at
least equal to one hundred fifty percent (150 %) of the largest amount required to be paid in any
succeeding calendar year to meet the payment of principal of and interest on the Note — City
Portion, interest on the Note — MORPC Portion and any Additional Obligations to be outstanding
immediately after the issuance of such Additional Obligations. For bond anticipation notes, the
principal and interest on the Additional Obligations anticipated by the notes shall be used in
calculating compliance with this provision.
Junior lien or other subordinate obligations payable solely from the Municipal Income
Tax Revenues and/or the TIF Revenues, and any general obligations of the City which are also
payable from Municipal Income Tax Revenues and/or TIF Revenues, may be issued without
limitation.
13
Section 3.10 Completion Date The Completion Date shall occur not later than
December 31, 2017, and shall be evidenced to ODOT by a certificate of the City stating (a) the
Completion Date, (b) that all licenses, permits and approvals for the Project required by any
Governmental Authority have been procured and/or obtained, (c) that all improvements reflected
in the Plans and Specifications have been made and the Provision of the Project has been
completed, and (d) that all costs of providing the Project have been paid.
ARTICLE IV
ADDITIONAL COVENANTS AND AGREEMENTS
Section 4.1 Affirmative Covenants of the City Throughout the term of this Loan
Agreement, the City shall:
(a) Deliver Notice Forthwith upon learning of any of the following, deliver written
notice thereof to ODOT, describing the same and the steps being taken by the
City with respect thereto:
(1) the occurrence of an Event of Default or an event or circumstance which
would constitute an Event of Default, but for the requirement that notice
be given, elapse of time or otherwise; or
(2) any action, suit or proceeding by or against the City at law or in equity, or
before any governmental instrumentality or agency, instituted or
threatened which, if adversely determined, would materially impair the
right or ability of the City to carry on the business which is contemplated
in connection with the Project or would materially impair the right or
ability of the City to perform the transactions contemplated by the Loan
Documents, or Security Documents, or would materially and adversely
affect the City's business, operations, properties, assets or condition;
(3) any material communication adversely affecting the Project, and the City
will promptly respond fully to any inquiry of ODOT made with respect
thereto.
(b) Inspection Rights Permit ODOT, or any agents or representatives thereof, to
examine and make copies of and abstract from the records and books of account
of the City related to the Project or collateral for the Loan, visit the Project, and
discuss the general business affairs of the City with any of the City's officers.
(c) Compliance with Laws, Etc Comply in all material respects with all statutes,
laws, ordinances and governmental rules, regulations and orders to which it is
subject or which are applicable to the Project.
14
(d) Maintain Existence Do or cause to be done all things necessary to preserve and
keep in full force and effect the City's existence and ownership of its material
rights and franchises.
(e) Maintain Propert y . Maintain and keep the Project in good repair, working order
and condition.
(f) Furnish Information Furnish or cause to be furnished to ODOT:
(1) Financial Statements Within one hundred eighty (180) days after the last
day of each Fiscal Year, the annual financial statements for the City
accompanied by an opinion of an independent certified public accountant
or the Auditor of State, as well as a replacement Certificate of Available
Resources; provided that if the opinion of the Auditor of State has not
been released by such date, then within ten (10) days following the release
of such opinion.
(2) Certificate: No Default With each of the financial statements required to
be furnished pursuant to this Section, a certificate of the City's chief
financial officer stating that (a) no Event of Default has occurred and is
continuing and no event or circumstance which would constitute an Event
of Default, but for the requirement that notice be given or time elapse or
both, has occurred and is continuing, or, if such an Event of Default or
such event or circumstance has occurred and is continuing a statement as
to the nature thereof and the action which the City shall propose to take
with respect thereto, and (b) no action, suit or proceeding by the City or
against the City at law or in equity, or before any governmental
instrumentality or agency, is pending or, to the best of the City's
knowledge; threatened, which, if adversely determined, would materially
impair the right or ability of the City to carry on the business which is
contemplated in connection with the Project or would materially impair
the right or ability of the City to perform the transactions contemplated by
the Loan Documents, all as of the date of such certificate, except as
disclosed in such certificate.
Section 4.2 Negative Covenants of the City Throughout the term of this Loan
Agreement, the City shall not:
(a) Agreements Enter into any agreement containing any provision which would be
violated or breached by the performance of the City's obligations hereunder or
under any instrument or document delivered or to be delivered by the City
hereunder or in connection herewith without the written consent of ODOT.
(b) Assignment In whole or in part, assign this Loan Agreement.
15
(c) Financial Covenants Violate any financial covenant contained in any agreement
evidencing, relating to or securing any indebtedness for borrowed money in
excess of Five Hundred Thousand Dollars ($500,000), which violation would
materially impair the City's ability to make timely payments with respect to such
indebtedness or borrowed money.
(d) Creation of Liens Except as otherwise permitted in this Loan Agreement, create
or suffer to exist any pledge, security interest, encumbrance or other lien affecting
the City's pledge of Municipal Income Tax Revenues, TIF Revenues or Motor
Vehicle License Tax Revenues, superior to the interests of ODOT without the
prior written consent of ODOT.
ARTICLE V
EVENTS OF DEFAULT, REMEDIES AND TERMINATION
Section 5.1 Events of Default Each of the following shall be an "Event of Default ":
(a) Except as provided for in Section 3.9, failure by the City to pay when due, or
within thirty (30) days after the City receives written notice from ODOT that it is
past due, any amount payable pursuant to the Note or this Loan Agreement, or
any other Loan Document; or
(b) the City shall fail to observe and perform any material agreement, term or
condition contained in this Agreement other than as required pursuant to
subsection (a) above, and such failure continues for a period of thirty (30) days
after the City receives written notice thereof from ODOT; provided, however, that
such thirty (30) day cure period shall not apply to (i) any failure which in the good
faith opinion of ODOT is incapable of cure, (ii) any failure which has previously
occurred, or (iii) any failure to maintain and keep in effect any insurance required
by the Loan Documents; or
(c) the City commences a voluntary case concerning it under Title 11 of the United
States Code entitled "Bankruptcy" as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code "); or the City is not generally paying the City's
debts as such debts become due; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the property
of the City; or the City commences any other proceeding under any
reorganization, arrangement, readjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect; or there is commenced against the City any such proceeding
which remains undismissed for a period of ninety (90) days; or the City is
adjudicated insolvent or bankrupt; or the City fails to controvert in a timely
manner any such case under the Bankruptcy Code or any such proceeding or any
16
case or proceeding for the appointment of any custodian or the like of or for the
City or any substantial part of the City's property or suffers any such appointment
to continue undischarged or unstayed for a period of ninety (90) days; or the City
makes a general assignment for the benefit of creditors; or any action is taken by
the City for the purpose of effecting any of the foregoing; or a receiver or trustee
or any other officer or representative of the court or of creditors, or any court,
governmental officer or agency, shall under color of legal City, take and hold
possession of any substantial part of the property or assets of the City for a period
in excess of ninety (90) days; or
(d) any representation or warranty made by the City, or any of the City's officers,
herein or in any of the other Loan Documents, or the Security Documents, or in
connection herewith or therewith shall prove to have been incorrect in any
material respect when made; or
(e) any Event of Default under the Note or any other Loan Documents shall have
occurred and be continuing.
Section 5.2 Remedies If an Event of Default shall have occurred and be continuing,
ODOT, at any time, at ODOT's election, may exercise any or all or any combination of the
remedies conferred upon or reserved to ODOT under this Loan Agreement, the Note, any of the
other Loan Documents or any instrument or document collateral thereto, or now or hereafter
existing at law, or in equity or by statute. Subject to the foregoing, any or all of the following
remedies may be exercised:
(a) if the Loan has not been disbursed, ODOT may terminate of any and all of
ODOT's obligations under this Loan Agreement and the Commitment;
(b) ODOT may exercise all or any rights and remedies as ODOT may have under this
Loan Agreement, Security Documents, and any of the other Loan Documents;
(c) ODOT may inspect, examine and copy the books, records, accounts and financial
data of the City;
(d) ODOT may pursue all remedies now or hereafter existing at law or in equity to
enforce the performance and observance of any other obligation or agreement of
the City under the Loan Documents.
Section 5.3 No Remedy Exclusive No remedy conferred upon or reserved to ODOT
by this Loan Agreement is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Loan Agreement, each other Loan Document, Security Documents or
now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any
right or power accruing upon any default shall impair any such right or power or shall be
17
construed to be a waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle ODOT to exercise any remedy
reserved to ODOT in this Article, it shall not be necessary to give any notice, other than such
notice as may be expressly provided for herein or required by law.
Section 5.4 No Waiver No failure by ODOT to insist upon the strict performance by
the City of any provision hereof shall constitute a waiver of ODOT's right to strict performance
and no express waiver shall be deemed to apply to any other existing or subsequent right to
remedy the failure by either of the City to observe or comply with any provision hereof.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Term of Loan Agreement This Loan Agreement shall be and remain in
full force and effect from the date of its delivery until (a) the termination of this Loan Agreement
pursuant to Section 5.2(a) hereof or (b) such time as the Loan shall have been fully repaid and all
other sums payable by the City under this Loan Agreement, the Note and any other Loan
Documents shall have been paid.
Section 6.2 Notices All notices, certificates, requests or other communications
hereunder shall be in writing and shall be deemed to be sufficiently given when mailed by
registered or certified mail, postage prepaid, or sent by facsimile and confirmed by telephone,
and addressed to the appropriate Notice Address. The City or ODOT may, by notice given
hereunder, designate any further or different addresses to which subsequent notices, certificates,
requests or communications shall be sent.
Section 6.3 Extent of Covenants of ODOT and the City; No Personal Liability All
covenants, obligations and agreements of ODOT and the City contained in this Loan Agreement
shall be effective to the extent authorized and permitted by applicable law. No such covenant,
obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present
or future ODOT Director or any City Official in other than such ODOT Director's or City
official's official capacity acting pursuant to the Act.
Section 6.4 Binding Effect This Loan Agreement shall inure to the benefit of and
shall be binding in accordance with its terms upon ODOT, the City and their respective
successors and assigns. The City shall not assign any of the City' rights or obligations under this
Loan Agreement without the written consent of ODOT.
Section 6.5 Amendments and Supplements This Loan Agreement may not be
amended or supplemented except by an instrument in writing executed by ODOT and the City.
18
Section 6.6 Execution Counterparts This Loan Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original and all of which shall
constitute but one and the same instrument.
Section 6.7 Severability If any provision of this Loan Agreement, or any covenant,
obligation or agreement contained herein is determined by a court to be invalid or unenforceable,
such determination shall not affect any other provision, covenant, obligation or agreement, each
of which shall be construed and enforced as if such invalid or unenforceable provision were not
contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable
application thereof, and each such provision, covenant, obligation or agreement shall be deemed
to be effective, operative made, entered into or taken in the manner and to the full extent
permitted by law.
Section 6.8 Captions; Entire Agreement The captions and headings in this
Agreement shall be solely for convenience of reference and shall in no way define, limit or
describe the scope or intent of any provisions or Sections of this Agreement. All exhibits and
schedules to this Agreement shall be annexed hereto and shall be deemed to be part of this
Agreement. This Agreement and the exhibits and schedules attached hereto and the Loan
Documents embody the entire agreement and understanding between ODOT and the City and
supersede all prior agreements and understandings relating to the subject matter hereof.
Section 6.9 Interpretation This Agreement shall be deemed to have been prepared
jointly by the parties hereto and any uncertainty or ambiguity existing herein shall not be
interpreted against any party but shall be interpreted according to the rules for the interpretation
of arm s length agreements.
Section 6.10 Governing This Agreement shall be deemed to be a contract made
under the laws of the State and for all purposes shall be governed by and construed in accordance
with the laws of the State.
Section 6.11 Further Assurance The City agrees to execute such other and further
documents and instruments as ODOT may request to implement provisions of the Loan
Documents.
19
IN WITNESS WHEREOF, this Loan Agreement has been executed and delivered all as
of the date first herein before written.
OHIO DEPARTMENT OF TRANSPORTATION
Jerry Wray, Director
CITY OF DUBLIN
c
Print Name: Dana L. McDaniel
Print Title: Cit y Manager
20
EXHIBIT A
FORM OF
PROMISSORY NOTE
21
EXHIBIT B
PROJECT DESCRIPTION
The Project includes the construction of a cloverstack interchange in the northeast and southeast
quadrants of the existing U.S. Route 33 / Interstate -270 interchange, together with related
improvements and necessary appurtenances thereto.
22
EXHIBIT C
CERTIFICATE OF AVAILABLE RESOURCES
This certificate is given in compliance with Section 5705.41, Revised Code. It is attached
to the Loan Agreement dated as February 2015 (the "Loan Agreement ") between the
Director of Transportation of the State of Ohio ( "ODOT ") and the City of Dublin, Ohio ( "City ").
Under Section 3.1 of the Loan Agreement, ODOT has agreed to loan up to $35,010,000 to the
City. The undersigned certifies as follows:
The Loan and the Note have been authorized by the City by Ordinance No. 12 -15
passed on February 9, 2015.
2. The Note has been executed and delivered to ODOT. Under Section 5705.41(D),
Revised Code, amounts required to meet scheduled payments on the Note in the
current fiscal year have been lawfully appropriated for such purpose and are
either in the treasury, or in the process of collection to the credit of the City's
pledge of Municipal Income Tax Revenues, TIF Revenues and Motor Vehicle
License Tax Revenues, each as defined in the Loan Agreement, which funds have
been designated by the City towards paying the Note in accordance with the Loan
Agreement, free from any previous encumbrances.
Dated: February , 2015
Director of Finance
City of Dublin, Ohio
23
EXHIBIT D
SCHEDULE III
24
SIB #S 150A03 &150B03 /PID #88310
PROMISSORY NOTE —NOTE CITY PORTION
$10,010,000 February 1 2015
The City of Dublin, Ohio (the "City "), for value received, promises to pay to the order of the
Director of Transportation of the State of Ohio (the "Director "), acting on behalf of the State of
Ohio, at 1980 West Broad Street, Mailstop #2130, Columbus, Ohio 43223, or at such other address
as may be designated in writing by the Director, but solely from the sources and in the manner
referred to herein, the aggregate principal amount of Ten Million Ten Thousand Dollars
($10,010,000) or such lesser principal amount as has been disbursed to the City pursuantto the Loan
Agreement between the Director and the City, dated as of February. 2015, (the "Loan
Agreement'), with interest on the amount of principal from time to time outstanding from the
Closing Date as specified under and defined in the Loan Agreement, (i) at the rate of zero (0 %)
percent per annum from the Closing Date until, and including, the last day of the twelfth (12
month after the Closing Date and (ii) three percent (3 %) per annum from the first day of the
thirteenth (13 month after the Closing Date, until paid. The annual rate of interest stated herein
shall apply to a 360 -day period and amounts of interest due hereunder shall be computed upon the
basis of 30 -day months. Defined terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Loan Agreement.
The payments of principal of and interest on this Note shall be payable on the dates and in
the amounts as set forth in the Loan Agreement. The entire unpaid principal balance hereon, and
accrued and unpaid interest thereon, and all other obligations of the City hereunder, if not sooner
paid, shall be due and payable in full on the last day of the two hundred fortieth (240 month after
the date on which monies are first disbursed to the City pursuant to the Loan Agreement.
Installments of principal and interest shall be applied first to interest as provided herein and the
balance to principal due hereunder. For the period during which a default shall exist in the payment
of any amount due and payable hereunder, a late charge equal to five percent (5 %) of such unpaid
amount shall be assessed, in addition to all other sums due hereunder, for each month during which
the default exists.
This Note is issued for the purpose of paying the costs of constructing a cloverstack
interchange in the northeast and southeast quadrants of the existing U.S. Route 33 / Interstate -270
interchange, together with related improvements and all necessary appurtenances thereto, under
authority of and pursuant to the laws of the State of Ohio, particularly Section 3, Article XVIII of the
Ohio Constitution, Chapter 133 of the Ohio Revised Code, the Charter of the City, and Ordinance
No. 12 -15 passed by the City Council of the City on February 9, 2015 (the "Authorizing
Ordinance ").
Page 1 of 8
This Note does not of itself constitute a commitment by the Director to make any
disbursement of the Loan (as defined in the Loan Agreement) to the City. The conditions for
making such a disbursement are set forth in the Loan Agreement. The disbursements made by the
Director to the City, or on behalf of the City, shall not exceed the face amount of this Note and the
total amount of such disbursement is limited by and subject to the conditions for making
disbursement of the Loan as set forth in the Loan Agreement.
The City may prepay all or any portion of the principal sum hereof at any time, but if such
prepayment is made during the first three years after the initial Disbursement Date of the Loan, a
three percent (3 %) fee shall be assessed on the amount prepaid. All such prepayments shall be
applied to the payment of the principal installments due hereon in the inverse order of their maturity,
and shall be accompanied by the payment of accrued interest on the amount of the prepaymentto the
date thereof.
This Note is a special obligation of the City. The principal of and interest (and any premium)
on this Note is payable solely from the Municipal Income Tax Revenues and TIE Revenues, and
such payments are secured by a pledge of the Municipal Income Tax Revenues and the TIE
Revenues asset forth in the Loan Agreement. The covenants, conditions and agreements contained
in the Loan Agreement are hereby made a part of this Note.
If default be made in the payment of any installment of principal and interest and /or unpaid
payment charge, if any, under this Note when any such payment shall have become due and payable,
or if an "Event of Default," as defined in the Loan Agreement shall have occurred and be continuing,
then the Director may take such actions as are permitted pursuant to the Loan Agreement.
If any provision hereof is in conflict with any statute or rule of law of the State of Ohio or is
otherwise unenforceable for any reason whatsoever, then such provision shall be deemed separable
from and shall not invalidate any other provision of this Note.
Neither this Note nor the Loan constitute a general obligation debt or a pledge of the full
faith or credit or property taxing power of the City. Nothing herein shall be construed as requiring
the City to use or apply to the payment of principal of and interest (and any premium) on this Note
or the Loan any funds or revenues from any source other than as described above.
It is certified and recited that all acts and conditions necessary to be performed by the City or
to have been met precedent to and in the (i) delivery of this Note in order to make it a legal, valid
and binding special obligation of the City and (ii) execution and delivery by the City of the Loan
Agreement, have been performed and have been met in regular and due form as required by law;
and that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in
delivering the Note.
IN WITNESS OF THE ABOVE, the City Council of the City has caused this Note to be
signed in the name of the City and in their official capacities by the signatures of the City Manager
and the Director of Finance of the City, all as of the date stated above.
Page 2 of 8
CITY OF DUBLIN, OHIO
City Manager
Director of Finance
Page 3 of 8
SCHEDULE A
Schedule of Disbursements
Date Amount of Disbursement
201
201
201
201
Page 4 of 8
PROMISSORY NOTE — MORPC PORTION
$25,000,000
February , 2015
The City of Dublin, Ohio (the "City "), for value received, promises to pay to the order of the
Director of Transportation of the State of Ohio (the "Director "), acting on behalf of the State of
Ohio, at 1980 West Broad Street, Mailstop #2130, Columbus, Ohio 43223, or at such other address
as may be designated in writing by the Director, but solely from the sources and in the manner
referred to herein, the aggregate principal amount of Twenty Five Million Dollars ($25,000,000) or
such lesser principal amount as has been disbursed to the City pursuant to the Loan Agreement
between the Director and the City, dated as of February , 2015, (the "Loan Agreement"), with
interest on the amount of principal from time to time outstanding from the Closing Date as specified
under and defined in the Loan Agreement, (i) at the rate of zero (0 %) percent per annum from the
Closing Date until, and including, the last day of the twelfth (12 month after the Closing Date and
(ii) three percent (3 %) per annum from the first day of the thirteenth (13 month after the Closing
Date, until paid. The annual rate of interest stated herein shall apply to a 360 -day period and
amounts of interest due hereunder shall be computed upon the basis of 30 -day months. Defined
terms used but not otherwise defined herein shall have the respective meanings assigned to them in
the Loan Agreement.
The payments of principal of and interest on this Note shall be payable on the dates and in
the amounts as set forth in the Loan Agreement. The entire unpaid principal balance hereon, and
accrued and unpaid interest thereon, and all other obligations of the City hereunder, if not sooner
paid, shall be due and payable in full on the last day of the two hundred fortieth (240 month after
the date on which monies are first disbursed to the City pursuant to the Loan Agreement.
Installments of principal and interest shall be applied first to interest as provided herein and the
balance to principal due hereunder. For the period during which a default shall exist in the payment
of any amount due and payable hereunder, a late charge equal to five percent (5 %) of such unpaid
amount shall be assessed, in addition to all other sums due hereunder, for each month during which
the default exists.
This Note is issued for the purpose of paying the costs of constructing a cloverstack
interchange in the northeast and southeast quadrants of the existing U.S. Route 33 / Interstate -270
interchange, together with related improvements and all necessary appurtenances thereto, under
authority of and pursuant to the laws of the State of Ohio, particularly Section 3, Article XVIII of the
Ohio Constitution, Chapter 133 of the Ohio Revised Code, the Charter of the City, and Ordinance
No. 12 -15 passed by the City Council of the City on February 9, 2015 (the "Authorizing
Ordinance ").
This Note does not of itself constitute a commitment by the Director to make any
disbursement of the Loan (as defined in the Loan Agreement) to the City. The conditions for
making such a disbursement are set forth in the Loan Agreement. The disbursements made by the
Director to the City, or on behalf of the City, shall not exceed the face amount of this Note and the
total amount of such disbursement is limited by and subject to the conditions for making
Page 5 of 8
disbursement of the Loan as set forth in the Loan Agreement.
The City may prepay all or any portion of the principal sum hereof at any time, but if such
prepayment is made during the first three years after the initial Disbursement Date of the Loan, a
three percent (3 %) fee shall be assessed on the amount prepaid. All such prepayments shall be
applied to the payment of the principal installments due hereon in the inverse order of their maturity,
and shall be accompanied by the payment of accrued interest on the amount of the prepaymentto the
date thereof.
This Note is a special obligation of the City. The principal of (and any premium) on this
Note is payable solely from (a) the MORPC MPO Revenues, which the City does not control but
which monies are to be applied thereto in accordance with the Loan Agreement and (b) the Motor
Vehicle License Tax Revenues, and such payments are secured by a pledge of the Motor Vehicle
License Tax Revenues as set forth in the Loan Agreement; provided, however, if all such Motor
Vehicle License Tax Revenues pledged by the City are insufficient to pay the principal of (and any
premium) on this Note on any payment date, such insufficiency shall not constitute an Event of
Default under the Loan Agreement. The interest on this Note is payable solely from the Municipal
Income Tax Revenues and TIE Revenues, and such payments are secured by a pledge of the
Municipal Income Tax Revenues and the TIE Revenues as set forth in the Loan Agreement. The
covenants, conditions and agreements contained in the Loan Agreement are hereby made a part of
this Note.
If default be made in the payment of any installment of principal and interest and /or unpaid
payment charge, if any, under this Note when any such payment shall have become due and payable,
or if an "Event of Default," as defined in the Loan Agreement shall have occurred and be continuing,
then the Director may take such actions as are permitted pursuant to the Loan Agreement.
If any provision hereof is in conflict with any statute or rule of law of the State of Ohio or is
otherwise unenforceable for any reason whatsoever, then such provision shall be deemed separable
from and shall not invalidate any other provision of this Note.
Neither this Note nor the Loan constitute a general obligation debt or a pledge of the full
faith or credit or property taxing power of the City. Nothing herein shall be construed as requiring
the City to use or apply to the payment of principal of and interest (and any premium) on this Note
or the Loan any funds or revenues from any source other than as described above.
It is certified and recited that all acts and conditions necessary to be performed by the City or
to have been met precedent to and in the (i) delivery of this Note in order to make it a legal, valid
and binding special obligation of the City and (ii) execution and delivery by the City of the Loan
Agreement, have been performed and have been met in regular and due form as required by law;
and that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in
delivering the Note.
IN WITNESS OF THE ABOVE, the City Council of the City has caused this Note to be
signed in the name of the City and in their official capacities by the signatures of the City Manager
Page 6 of 8
and the Director of Finance of the City, all as of the date stated above.
CITY OF DUBLIN, OHIO
City Manager
Director of Finance
Page 7 of 8
SCHEDULE A
Schedule of Disbursements
Date Amount of Disbursement
201
201
201
201
Page 8 of 8
1112512014
Schedulelll: Breakout
Repayment Schedule
Ohio Department of Transportation
State Infrastructure Bank
City of Dublin
w padoen hip with the
Mid -Ohio Regional Planning Commission (MORPQ
I- 270 /US 33 Interchange Improvement Project
Schedule III
Breakout Repayment Schedule
hSC /JN7K9.7 .. eY'7.TY�i77.7A'lil.71r.7.Y.TFi
Date
Principal
MORK
Payment
Outstanding
Balance
Principal
Interest
3.00%
City Loan
Payment
MORK
Interest
Total City
Payment
Outstanding
Balance
Total
Outstanding
Balance
02,01/15
$
25,000,00000
$
10,010,00000
$ 35,010,00000
06,01/15
-
25,000,00000
-
-
-
10,010,00000
35,010,00000
02,01/16
-
25,000,00000
-
-
-
10,010,00000
35,010,00000
06,01/16 $
492,90332 $
492,90332
24,507,09666
$ 197,36849 $
150,15000 $
347,50649
$
375,00000 $
722,508.49
9,612,64151
34,319,738.19
02,01/17
500,29667
500,29667
24,006,799.61
200,31887
147,16962
347,508.49
367,60645
715,11494
9,612,322.64
33,619,12245
06,01/17
507,60133
507,60133
23,496,998.46
203,32365
144,16464
347,50649
360,10200
707,610.49
9,406,99809
32,907,99747
02,01/16
515,41634
515,41634
22,963,680.14
206,37351
141,13408
347,50649
352,46408
699,993.47
9,202,626.49
32,166,205 62
06,01/16
523,14962
523,14962
22,460,43052
209,46911
136,03936
347,50649
344,75370
692,262.19
8,993,15636
31,453,68669
02,01/19
530,99666
530,99666
21,929,43365
212,61114
134,69735
347,50649
336,90646
664,41495
6,760,54523
30,709,97889
06,01/19
536,961.62
536,96162
21,390,47163
215,60031
131,70616
347,50649
326,94150
676,44909
6,564,74492
29,955,21676
02,0120
547,04624
547,04624
20,643,42669
219,03732
126,47117
347,508,49
320,86706
666,36557
6,345,707,61
29,169,13320
06,0120
665,25104
666,25104
20,288,17365
222,32288
125,18661
347,50649
312,65136
660,15967
6,123,36473
26,411,66836
02,0121
563,68072
563,68072
19,724,59293
225,65772
121,86077
347,508.49
304,32260
651,63109
7,697,72701
27,622,31904
06,0121
572,034.43
572,034.43
19,152,66851
229,04259
116,46601
347,50649
295,86889
643,37736
7,666,664.43
26,621,24203
02,0122
680,61494
680,61494
16,571,W 56
232,47622
115,03027
347,50649
267,28836
634,79667
7,436,206 20
26,006,14976
06,0122
689,324.17
689,324.17
17,962,61939
235,96540
111,54309
347,50649
276,57915
626,06764
7,200,24060
25,162,66020
02,0123
596,16403
596,16403
17,364,45536
239,50488
106,00361
347,50649
269,73929
617,24776
6,960,73603
24,345,19129
06,0123
607,136.49
607,136.49
16,777,31887
243,09745
104,41104
347,50649
260,76663
606,27532
6,717,638.46
23,494,95734
02,0124
616,24354
616,24354
16,161,07533
246,74301
100,76456
347,508,49
251,65976
599,16627
6,470,69456
22,631,96969
06,0124
625,467.19
625,467.19
15,535,688.14
250,44507
97,06342
347,50649
242,41613
689,92462
6,220,449.49
21,756,03763
02,0125
634,669.50
634,669.50
14,900,718.64
254,20175
93,30674
347,508.49
233,03362
680,54231
5,966,24774
20,666,96636
06,0125
644,39254
644,39254
14,256,326.10
268,01477
69,49372
347,50649
223,51076
571,01927
6,706,23297
19,964,66906
02,0126
654,068.43
654,068.43
13,602,26766
261,88600
86,62349
347,50649
213,64469
561,35336
5,446,347,97
19,046,61564
06,0126
663,66931
663,66931
12,936,39636
265,61327
61,69522
347,50649
204,03401
661,54251
5,160,53470
16,116,93306
02,0127
673,62735
673,62735
12,264,57101
269,60047
77,70602
347,50649
194,07608
541,684.47
4,910,73423
17,175,30524
06,0127
663,93476
663,93476
11,680,63625
273,64746
73,66101
347,50649
163,96657
531,47706
4,636,66676
16,217,52301
02,0126
694,19376
694,19376
10,886,442.46
277,96619
69,66330
347,508,49
173,70954
521,21603
4,368,93157
15,245,37404
06,0126
704,60669
704,60669
10,161,636.79
262,12452
65,36307
347,50649
163,29664
510,606.13
4,076,60705
14,256,64264
02,0129
715,17579
715,17579
9,466,66001
266,35636
61,15211
347,506.49
152,72754
500,23603
3,790,450.67
13,257,11067
06,0129
725,903.42
725,903.42
6,740,75656
290,65173
56,65676
347,50649
141,99900
469,50639
3,499,79604
12,240,66552
02,01/30
736,79107
736,791,97
6,003,96461
295,01151
52,49606
347,50649
131,11135
476,61964
3,204,767,43
11,206,75204
06,01/30
747,64386
747,64386
7,256,12076
299,43666
46,07161
347,50649
120,05947
467,56796
2,905,35075
10,161,47151
02,01/31
759,06151
759,06151
6,497,05925
303,92623
43,56026
347,50649
106,64161
456,35030
2,601,422.52
9,096,46177
06,01/31
770,447.43
770,447.43
6,726,61161
306,46715
39,02134
347,50649
97,45689
444,96436
2,292,93537
6,019,54716
02,01/32
762,004.14
762,004.14
4,944,60767
313,11446
34,39403
347,506,49
65,69916
433,40767
1,979,62001
6,924,42656
06,01/32
793,73421
793,73421
4,150,673.46
317,61116
29,69731
347,50649
74,16912
421,67761
1,662,00973
5,612,663.19
02,01/33
605,64022
605,64022
3,345,233.24
322,57634
24,93015
347,506.49
62,26310
409,77150
1,339,43139
4,664,66463
s
Page 3 oae
1112512014
Schedulelll: Breakout
Repayment Schedule
Ohio Department of Transportation
State Infrastructure Bank
City of Dublin
w paimen hip with the
Mid -Ohio Regional Planning Commission (MORPQ
I- 270 /US 33 Interchange Improvement Project
Schedule III
Breakout Repayment Schedule
MORPCObligatiom City ofDahin Obligations
Total
Date Principal MORK Outstanding Principal Interest City Loan MORK Total City Outstanding Outstanding
Payment Balance 3.00% Payment Interest Payment Balance Balance
06,01/33
617,72462
617,72462
2,527,508.42
327,41702
20,09147
347,50649
50,17650
397,66699
1,012,01437
3,539,522.79
02,01/34
629,99070
629,99070
1,697,51772
332,32627
15,16022
347,50649
37,91263
365,421.12
679,666.10
2,377,203 62
06,01/34
642,44056
642,44056
655,07716
337,31320
10,19529
347,50649
25,46277
372,97126
342,37290
1,197,45006
02,01/35
655,077.16
655,077.16
000
342,37290
5,13559
347,50649
12,62616
360,33465
(000)
(000)
Totals $ 25,000,000.00 $ 25,000,000.00 $ 10,010,000.00 $ 3,195,322.63 $ 13,205,322.63 $ 7,960,326.24 $ 21,165,646.67
s
Page 4 oae-s