bridge park new community authority board of …...sep 24, 2020 · 15520106v1 bridge park new...

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BRIDGE PARK NEW COMMUNITY AUTHORITY BOARD OF TRUSTEES

ORGANIZATIONAL MEETING September 24, 2020

9:00 a.m. This is a virtual meeting that will be streamed live on the Internet at https://dublinohiousa.gov/bridge-park-new-community-authority.

AGENDA

I. Roll Call (TAB #1)

II. Oath of Office

III. Officer Elections

IV. Approval of Minutes from September 12, 2019 Meeting (TAB #2)

V. Public Comment

VI. Reports and Communications from Officers of the Board

A. City Report

B. Developer Report

VII. Consideration of Resolutions

A. Resolution No. 2020-01 – D Block Financing is a resolution approving any documents necessary to effectuate the D Block refunding bond transaction. (TAB #3)

B. Resolution No. 2020-02 – F Block Financing is a resolution approving documents in connection with the F Block bond transaction (TAB #4)

C. Resolution No. 2020-03 – Budget Resolution is a resolution establishing the Budget for the Authority for calendar year 2021. (TAB #5)

D. Resolution No. 2020-04 – Charge Resolution is a resolution setting the Charge for the Authority for calendar year 2021. (TAB #6)

E. Resolution No. 2020-05 – Approving Insurance is a resolution approving insurance and surety bond coverage for the Authority and its officers. (TAB #7)

VIII. Other Business/Open Discussion

IX. Establish Next Meeting Date

X. Adjournment

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BRIDGE PARK NEW COMMUNITY AUTHORITY

BOARD OF TRUSTEES

CITY OF DUBLIN, OHIO

MEMBER CONTACT INFORMATION

Updated September 24, 2020

Mary Lynn Readey, Treasurer 7677 Riverside Drive Dublin, Ohio 43016 Phone: (614) 354-7536 Email: [email protected] City Representative Term: April 1, 2020 through March 31, 2022

Jeff Roberts Executive Vice President/General Counsel Crawford Hoying Development Partners 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Phone: (614) 335-2022 Email: [email protected] Appointed Developer Representative Term: March 6, 2019 through March 5, 2021

Rick Schwieterman, Chair 5477 Asherbrand Lane, Apt. A Dublin, Ohio 43017 Phone: (614) 571-6290; alternative: (614) 764-6000 Email: [email protected] Appointed City Representative Term: April 1, 2020 through March 31, 2022

Matt Starr, Vice Chair Director of Development Crawford Hoying Development Partners 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Phone: (614) 335-2094 Email: [email protected] Appointed Developer Representative Term: serve March 19, 2019 through March 18, 2021

A.C. Strip 1482 Stewart Place Blacklick, Ohio 43004 Email: [email protected] Appointed Local Government Representative Term: April 1, 2019 through March 31, 2021

Bridge Park New Community Authority Board of Trustees / Member Contact Information Page 2

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Sharon Tackett 200 South High Street Dublin, Ohio 43017 Email: [email protected] Appointed City Representative Term: April 1, 2019 through March 31, 2021

Allison Srail Executive Vice President of Finance Crawford Hoying Development Partners 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Phone: (614) 335-2020 Email: [email protected] Appointed Developer Representative Term: September 21, 2020 through September 20, 2022

Also on Distribution List:

Matt Stiffler Deputy Direct of Finance 5200 Emerald Parkway Dublin, Ohio 43017 office 614.410.4410 [email protected]

Bridge Park New Community Authority Board of Trustees / Member Contact Information Page 3

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Greg Daniels Squire Patton Boggs (US) LLP [email protected]

Price Finley Bricker & Eckler LLP [email protected]

Rob McCarthy Bricker & Eckler LLP [email protected]

Josiah Huber DiPerna Advisors [email protected]

Mike Novakov DiPerna Advisors [email protected]

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BRIDGE PARK NEW COMMUNITY AUTHORITY BOARD OF TRUSTEES

SPECIAL MEETING

September 12, 2019 8:30 a.m.

City of Dublin Council Chambers 5200 Emerald Parkway

Dublin, Ohio 43017

MINUTES

I. Roll Call

Mr. Schwieterman called the meeting to order at 8:41 a.m. and called the roll, and the following members were present: Ms. Readey, Ms. Srail, Mr. Starr, Mr. Strip, and Mr. Schwieterman. Mr. Huber and Ms. Tackett were absent.

Also present were Mr. Matt Stiffler, City of Dublin; Mr. Greg Daniels, Squire Patton Boggs (US) LLP; Mr. Kerry Roe, Clark Schaefer Hackett, Mr. Mike Novakov, DiPerna Advisors; and Mr. Rob McCarthy, Bricker & Eckler LLP.

II. Adoption of Minutes

Upon a motion from Ms. Srail and a second Mr. Starr, the Board unanimously approved the minutes from the March 14, 2019 meeting. Upon a motion from Mr. Starr and a second from Ms. Readey, the Board unanimously approved the minutes from the August 22, 2019 meeting.

III. Introduction and Consideration of New Resolutions and Motions

A. Resolution No. 2019-05 is a resolution amending the budget for calendar year 2020.

Mr. Schwieterman provided an overview to the Board of the budget discussion at the prior meeting and the revisions that were requested subsequent to that meeting. Mr. Novakov then explained the changes in the report that had been presented at that meeting, including specifically with respect to sales tax projections and the per-square foot charge on condominiums.

Motion to pass Resolution No. 2019-05. Motion: Readey Second: Schwieterman Vote: 5-0 The motion passed.

B. Resolution No. 2019-06 is a resolution authorizing the engagement of the Auditor of State to perform the 2018-2019 audit of the Authority.

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Mr. Kerry Roe of Clark Schaefer Hackett was introduced. He will manage financial reporting and interactions with the Auditor of State on behalf of the Authority. Mr. Roe works with four similar new community authorities in Ohio, including specifically with respect to retail charges collected by the new community authorities. He answered questions about the collection process in other communities. He also described his company’s involvement in collecting the Bridge Park charge with respect to condominiums on the west side of the development in 2018.

Motion to pass Resolution No. 2019-06. Motion: Readey Second: Starr Vote: 5-0 The motion passed.

C. Resolution No. 2019-07 is a resolution authorizing the execution of a Third Supplement to the Amended and Restated Disbursing Agreement in connection with the F Block bond issuance.

Ms. Srail provided an overview of the F Block bond project, including plans to use bond proceeds to retrofit existing parking garages to make them readily accessible to the F Block hotel in lieu of constructing a parking garage on F Block. Authority members referenced discussions during the August 2019 meeting regarding the general plan of finance for the F Block project.

Motion to pass Resolution No. 2019-07. Motion: Readey Second: Srail Vote: 5-0 The motion passed.

IV. Other Business - None

V. Establish Next Meeting Date

The Board decided to postpone scheduling the next meeting until 2020. The Board discussed holding more than one meeting per year in future years.

VI. Adjournment

Motion to adjourn the meeting. Motion: Starr Second: Srail Vote: 5-0 The motion passed.

The meeting was adjourned at 9:34 a.m.

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BOARD OF TRUSTEES BRIDGE PARK NEW COMMUNITY AUTHORITY

The Board of Trustees (the “Board”) of the Bridge Park New Community Authority (the “Authority”) met on September 24, 2020 at 9:00 a.m. conducted by teleconference, videoconference or similar electronic technological means, as permitted by Amended Substitute House Bill 197 of the 133rd General Assembly of the State of Ohio, effective March 27, 2020, with the following members present:

M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________

M__. __________ introduced the following resolution and moved its passage:

RESOLUTION NO. 2020-01

A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF DOCUMENTS AND CERTIICATES NECESSARY IN CONNECTION WITH THE PROPOSED REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY IN CONNECTION WITH THE BRIDGE PARK D BLOCK PROJECT AND SUPPORTED BY AUTHORITY CHARGE REVENUE, AND APPROVING RELATED ACTIONS AND AGREEMENTS IN CONNECTION WITH THE BONDS AND THE CONSTRUCTION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS; ALL PURSUANT TO OHIO REVISED CODE SECTION 349.06(I).

WHEREAS, the Authority has been duly created, and the Board of Trustees of the Authority (the “Board”) has been duly appointed, pursuant to the authority contained in Ohio Revised Code Chapter 349 (“Act”); and

WHEREAS, Ohio Revised Code Section 349.06(I) empowers the Board to make, enter into, and execute contracts and agreements relating to the Authority’s new community development program, including contracts and agreements with political subdivisions in furtherance of the same; and

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WHEREAS, as approved by Resolution No. 2019-01, dated March 14, 2019, the Columbus-Franklin County Finance Authority (the “Finance Authority”) previously issued multiple series of bonds to finance the Bridge Park D Block Project, including its $4,515,000 Public Infrastructure Revenue Bonds (Tax-Exempt) Series 2019A-2 (Bridge Park D Block Project) and its $11,210,000 Public Infrastructure Revenue Bonds (Federally Taxable) Series 2019B (Bridge Park D Block Project), each dated March 29, 2019 (collectively, the “Prior Bonds”)

WHEREAS, pursuant to its Resolution No. 2020-23, dated August 19, 2020, the Finance Authority has proposed the issuance of refunding bonds, in one more series (the “Refunding Bonds”), for purposes of refunding the Prior Bonds, and the Authority has been presented with a term sheet of the Finance Authority setting forth general terms of the same (the “Term Sheet”);

WHEREAS, in connection with the proposed issuance of the Refunding Bonds by the Finance Authority, the Authority desires to provide any necessary approvals or consents required by the Finance Authority and permitted by the Act;

NOW, THEREFORE, BE IT RESOLVED by the Board that:

Section 1. This Board hereby approves and consents to the Refunding Bonds as generally described in the Term Sheet. The Chairperson, Vice Chairperson, and Fiscal Officer, or any of the foregoing, are hereby authorized to execute and deliver such documents, instruments, or certificates as they shall in their discretion determine are necessary to effectuate the same and in such form as the Chairperson, Vice Chairperson, or the Fiscal Officer, as applicable, shall approve, which determination shall be evidenced by the execution of the same by the Chairperson, Vice Chairperson, and Fiscal Officer, or any of the foregoing.

Section 2. This Board hereby finds and determines that all formal actions taken relative to the passage of this Resolution were taken in an open meeting of this Board, and that all deliberations of this Board and of its committees, if any, which resulted in formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements, including Ohio Revised Code Section 121.22.

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Section 3. This Resolution shall be in full force and effect immediately upon its passage.

M__. ___________ seconded the motion and, after discussion, a roll call vote was taken and the results were:

Voting Aye:

Voting Nay:

Passed: September 24, 2020 BOARD OF TRUSTEES, BRIDGE PARK NEW COMMUNITY AUTHORITY

Attest: Secretary Chairperson

CERTIFICATE

The undersigned Secretary of the Board of Trustees of the Bridge Park New Community Authority hereby certifies that the foregoing is a true copy of a resolution duly passed by the Board of Trustees of said Authority on September 24, 2020.

Secretary Bridge Park New Community Authority

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The Board of Trustees (the “Board”) of the Bridge Park New Community Authority (the “Authority”) met on September 24, 2020 at 9:00 a.m. conducted by teleconference, videoconference or similar electronic technological means, as permitted by Amended Substitute House Bill 197 of the 133rd General Assembly of the State of Ohio, effective March 27, 2020, with the following members present:

M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________



A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDED AND RESTATED THIRD SUPPLEMENT TO AMENDED AND RESTATED DISBURSING AGREEMENT AND THE APPROVAL OF THE FOURTH SUPPLEMENTAL DECLARATION OF COVENANTS AND RESTRICTIONS IN CONNECTION WITH THE ISSUANCE OF BONDS BY THE COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY TO PAY THE COSTS OF CONSTRUCTING THE BRIDGE PARK F PROJECT AND SUPPORTED BY AUTHORITY CHARGE REVENUE, AND APPROVING RELATED ACTIONS AND AGREEMENTS IN CONNECTION WITH THE BONDS AND THE CONSTRUCTION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS; ALL PURSUANT TO OHIO REVISED CODE SECTION 349.06(I).

WHEREAS, the Authority has been duly created, and the Board of Trustees of the Authority (the “Board”) has been duly appointed, pursuant to the authority contained in Ohio Revised Code Chapter 349; and

WHEREAS, Ohio Revised Code Section 349.06(I) empowers the Board to make, enter into, and execute contracts and agreements relating to the Authority’s new community

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development program, including contracts and agreements with political subdivisions in furtherance of the same; and

WHEREAS, the Columbus-Franklin County Finance Authority (the “Finance Authority”) plans to issue, in one or more series, its approximately $7,500,000 Public Infrastructure Revenue Bonds, Series 2020 (Bridge Park F Block Project) (the “F Block Bonds”), to pay costs of (a) acquiring and constructing elevator access to an existing public parking garage; (b) acquiring and constructing certain public roadway improvements in support of the development, together with appurtenances thereto; (c) preliminary expenditures relating to additional project phases; (d) retiring the Finance Authority’s $2,585,000 Public Infrastructure Revenue Bond Anticipation Notes, Series 2019 (Bridge Park F Block Project), dated September 27, 2019 and issued for the purposes of the F Block Project, (e) funding the acquisition and construction of certain public roadway improvements in support of the development, together with appurtenances thereto, (f) funding the construction of certain public space landscaping improvements, and (vii) constructing, improving, and equipping a public market (collectively, the “F Block Project”) and located within the territory of the Authority; and

WHEREAS, pursuant to Resolution No. 2016-05, approved by the Board on July 19, 2016, the Authority is party to that certain Amended and Restated Disbursing Agreement dated as of August 1, 2016 (the “Amended and Restated Disbursing Agreement”) by and among the Finance Authority, the Development Finance Authority of Summit County, the Toledo-Lucas County Port Authority, The Huntington National Bank, as trustee and as disbursing agent, U.S. Bank National Association, and The Bank of New York Mellon Trust Company, N.A.; and

WHEREAS, in connection with the issuance of the F Block Bonds by the Finance Authority, it is necessary to execute and deliver the Amended and Restated Third Supplement to the Amended and Restated Disbursing Agreement to provide for the application of certain revenues described therein to pay costs of the F Block Bonds and, to that end, the Board has been presented with an Amended and Restated Third Supplement to the Amended and Restated Disbursing Agreement, a copy of which is attached hereto as Exhibit A; and

WHEREAS, this Board, pursuant to Resolution No. 2016-01, approved January 26, 2016, approved and determined to join in the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority dated December 11, 2015 (the “Declaration”) presented to it by Crawford Hoying Development Partners, LLC, as statutory developer (the “Developer”) with respect to the Authority; and

WHEREAS, this Board has determined, in consultation with the Developer, that in connection with the issuance of the F Block Bonds it is necessary to amend the Declaration pursuant to a Fourth Supplement to Declaration of Covenants and Restrictions for the Bridge Park New Community Authority (the “Third Supplemental Declaration”), a copy of which is attached hereto as Exhibit A, pursuant to Section 349.06 of the Ohio Revised Code and Section 5.09(a) of the Declaration, for the purpose of establishing the F Block Debt Service Coverage Charge, as described therein;

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Section 1. This Board hereby approves the Amended and Restated Third Supplement to Amended and Restated Disbursing Agreement and authorizes the Chairperson, Vice Chairperson, and Fiscal Officer, or any of the foregoing, to execute the Amended and Restated Third Supplement to Amended and Restated Disbursing Agreement in the form attached hereto as Exhibit A and any related agreements or certificates thereto, together with any changes that the Chairperson, Vice Chairperson, or the Fiscal Officer, as applicable, determines are not materially adverse to the Authority, which determination shall be evidenced by the execution of the Amended and Restated Third Supplement to Amended and Restated Disbursing Agreement by the Chairperson, Vice Chairperson, and Fiscal Officer, or any of the foregoing.

Section 2. This Board hereby approves the Fourth Supplemental Declaration and authorizes the Chairperson, the Vice Chairperson, and Fiscal Officer, or any of the foregoing, to execute the Fourth Supplemental Declaration in the form attached hereto as Exhibit B and any related agreements or certificates thereto, together with any changes that the Chairperson, the Vice Chairperson, or the Fiscal Officer, as applicable, determines are not materially adverse to the Authority, which determination shall be evidenced by the execution of the Fourth Supplemental Declaration by the Chairperson, the Vice Chairperson, and Fiscal Officer, or any of the foregoing. This Board further accepts the duties, responsibilities and benefits imposed and conferred on it by the Fourth Supplemental Declaration. The Chairperson, Vice Chairperson, or Fiscal Officer shall cause an executed copy of the Fourth Supplemental Declaration to be recorded in the records of the County Recorder of Franklin County, Ohio upon the issuance of the F Block Bonds.

Section 3. The Chairperson, Vice Chairperson, and Fiscal Officer are each hereby authorized and directed to take such action and to execute and deliver, on behalf of the Authority, such additional instruments, agreements, certificates, and other documents as may be in their discretion necessary or appropriate in order to carry out the intent of this Resolution. Such documents shall be in the form not substantially inconsistent with the terms of this Resolution, as they in their discretion shall deem necessary or appropriate.



M__. ___________ seconded the motion and, after discussion, a roll call vote was taken and the results were:

Voting Aye:

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Voting Nay:



CERTIFICATE



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EXHIBIT A

AMENDED AND RESTATED THIRD SUPPLEMENT TO AMENDED AND RESTATED DISBURSING AGREEMENT

[Attached]

BRIDGE PARK F BLOCK AMENDED AND RESTATED THIRD SUPPLEMENT TO AMENDED

AND RESTATED DISBURSING AGREEMENT

AMENDED AND RESTATED THIRD SUPPLEMENT

to the

AMENDED AND RESTATED DISBURSING AGREEMENT

by and among

COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY

and

DEVELOPMENT FINANCE AUTHORITY OF SUMMIT COUNTY

and

TOLEDO-LUCAS COUNTY PORT AUTHORITY

and

THE HUNTINGTON NATIONAL BANK, as Columbus Authority Trustee and as Disbursing Agent

and

U.S. BANK NATIONAL ASSOCIATION, as Summit Authority Trustee

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Toledo Authority Trustee

and


___________________________

Dated as of [September] 1, 2020

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AMENDED AND RESTATED THIRD SUPPLEMENT TO AMENDED AND RESTATED DISBURSING AGREEMENT

THIS AMENDED AND RESTATED THIRD SUPPLEMENT TO AMENDED AND RESTATED DISBURSING AGREEMENT (this “Third Supplement”) is made and entered into as of [September] 1, 2020 by and among (i) the COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY, a port authority and political subdivision and body corporate and politic duly organized and validly existing under the laws of the State (the “Columbus Authority”); (ii) THE HUNTINGTON NATIONAL BANK, a national banking association duly organized and validly existing under the laws of the United States of America and qualified to exercise trust powers under the laws of the State, as disbursing agent (in that capacity, the “Disbursing Agent”); (iii) THE HUNTINGTON NATIONAL BANK, as trustee under the F Block Indenture, as defined herein (the “F Block Trustee”); and (iv) the BRIDGE PARK NEW COMMUNITY AUTHORITY, a new community authority duly organized and validly existing under the laws of the State (the “Bridge Park NCA”), under the circumstances described herein, and supplements the Amended and Restated Disbursing Agreement dated as of August 1, 2016 (the “Amended and Restated Disbursing Agreement”) entered into by and among Bridge Park NCA, the Columbus Authority, the Disbursing Agent, the Development Finance Authority of Summit County, the Toledo-Lucas County Port Authority, U.S. Bank National Association, and The Bank of New York Mellon Trust Company, N.A. Capitalized words or terms used in this Third Supplement but not otherwise defined herein have the meanings assigned to them in the Amended and Restated Disbursing Agreement. The parties hereto further agree that the Third Supplement to Amended and Restated Disbursing Agreement dated as of September 1, 2019 by and among the parties hereto is hereby amended and restated in its entirety by this Third Supplement.

RECITALS:

A. Section 15 of the Amended and Restated Disbursing Agreement provides that the Bridge Park NCA, the Columbus Authority, and the Disbursing Agent may, without the consent of the other parties to the Amended and Restated Disbursing Agreement, but with the consent of the City, enter into supplements and amendments to the Amended and Restated Disbursing Agreement for the purposes of providing for the assignment and disbursement of any Assigned Payments, including an assignment to provide for the issuance of indebtedness secured by F Block Project Assigned Payments (as hereinafter defined), with certain exceptions thereto.

B. As contemplated by Section 3 and Exhibit E of the Development Agreement Amendment, the Columbus Authority has determined to issue its $[___] Public Infrastructure Revenue Bonds, Series 2020A (Bridge Park F Block Project), dated [___], 2020, and its $[___] Public Infrastructure Revenue Bonds (Federally Taxable), Series 2020 (Bridge Park F Block Project), dated [___], 2020 (collectively, the “Series 2020 Bonds” to finance the F Block Project, as defined herein, all pursuant to and as more fully described in the Trust Indenture dated as of September 1, 2019 as supplemented by the First Supplemental Trust Indenture dated as of [September 1], 2020 (as amended or supplemented from time to time, the “F Block Indenture”) by and between the F Block Trustee and the Columbus Authority.

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C. In connection with the issuance of the F Block Project Debt, it is necessary to supplement the Amended and Restated Disbursing Agreement to provide, among other things, for the collection and disbursement of the F Block Project Assigned Payments to the F Block Trustee (i) to pay the F Block Rebate Amount (as hereinafter defined) when due; (ii) to pay F Block Debt Service Charges (as hereinafter defined) when due; (iii) to pay Trustee Annual Fees and Issuer Annual Fees; and (iv) to fund and replenish the Debt Service Reserve Requirement (as hereinafter defined).

D. The Columbus Authority has granted a first priority lien on, and pledge of, its interest in the F Block Project Assigned Payments (as hereinafter defined) to the F Block Trustee under the F Block Indenture for the payment of the F Block Project Debt, and the Disbursing Agent is acting as the agent of the F Block Trustee for that purpose.

E. Each of the parties hereto has full right and lawful authority to enter into this Third Supplement and to perform and observe the provisions hereof on their respective parts to be performed and observed.

PROVISIONS:

NOW, THEREFORE, in consideration of the recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Use of Defined Terms.

1.1 “Assigned NCA Revenues” means that portion of NCA Revenues which has been assigned by the Bridge Park NCA for the purposes set forth in Section 2 hereof pursuant to the terms of the TIF Agreement, including any NCA Revenues derived from F Block or available to pay costs of the F Block Project under the TIF Agreement.

1.2 “Calculation Agent” means a professional services firm designated by the Columbus Authority in a written instruction provided to the Disbursing Agent to provide the services described hereunder in such capacity.

1.3 “Debt Service Fund” shall have the meaning given to that term in the F Block Indenture.

1.4 “Debt Service Reserve Requirement” shall have the meaning given to that term in the F Block Indenture.

1.5 “Development Agreement” means the Development Agreement as amended by the Development Agreement Amendment.

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1.6 “Development Agreement Amendment” means Amendment No. 1 to Development Agreement dated as of March 15, 2019.

1.7 “Disbursing Agent Fees” means an acceptance fee of $1,000.00 and an annual fee of $3,500.00, payable to the Disbursing Agent semi-annually on June 1 and December 1, beginning December 1, 2020.

1.8 “F Block” means, solely for purposes of this Third Supplement, the parcel identified by the Franklin County Record as parcel number 273-013080, which is a portion of F Block, as described in the Development Agreement.

1.9 “F Block Administrative Expense Fund” means the Administrative Expense Fund established in the F Block Indenture.

1.10 “F Block Debt Service Charges” means the Debt Service Charges for the F Block Project Debt as provided for and described in the F Block Indenture.

1.11 “F Block Debt Service Fund” means the Debt Service Fund established in the F Block Indenture.

1.12 “F Block Debt Service Reserve Fund” means the Debt Service Reserve Fund established in the F Block Indenture.

1.13 “F Block Debt Service Reserve Requirement” means the Debt Service Reserve Requirement, as defined in and determined in accordance with the F Block Indenture.

1.14 “F Block Indenture” means the Trust Indenture dated as of September 1, 2019 by and between the Columbus Authority and the F Block Trustee, as amended or supplemented from time to time in accordance with its terms, including by the First.

1.15 “F Block Bond Payment Dates” means each June 1 and December 1.

1.16 “F Block Project” means acquiring and constructing, or retiring notes previously issued to pay costs of the same, with respect to (i) access and elevator modifications to two public parking garages owned and operated by the Columbus Authority; (ii) certain public roadway improvements in support of the development, together with appurtenances thereto; (iii) preliminary expenditures relating to additional project phases to be located on or about the Project Site (as defined in the F Block Indenture); (iv) designing, engineering, and constructing additional public infrastructure to be located on G Block (as defined in the Development Agreement); (v) designing, constructing, and improving garage wayfinding improvements; (vi) designing, engineering, constructing, and improving C Block (as defined in the Development Agreement) right-of-way

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streetscape improvements; (vii) constructing and improving enhancements to the Public Market facility on D Block (as defined in the Development Agreement); and (viii) designing, engineering, constructing, and improving public space landscape enhancements.

1.17 “F Block Project Assigned Payments” means the Assigned Payments (assigned pursuant to the TIF Agreement) received by the Disbursing Agent from the City on behalf of the Columbus Authority (or from the Columbus Authority) on each Payment Date and consisting of Assigned Payments, including Assigned NCA Revenues, with respect to the F Block Project.

1.18 “F Block Project Debt” means the Series 2020 Bonds, any bonds issued to refund the Series 2020 Bonds, and any other CFCFA/NCA Debt issued to pay costs of Community Facilities (as defined in the Development Agreement) on F Block (as defined herein). The Columbus Authority has covenanted in the F Block Indenture that no Additional Securities, as defined in the F Block Indenture, shall be issued until the Series 2020 Bonds are paid and satisfied in full.

1.19 “F Block Rebate Amount” means the Rebate Amount, as defined in and determined in accordance with the F Block Indenture.

1.20 “F Block Rebate Fund” means the Rebate Fund established in the F Block Indenture.

1.21 “F Block Trustee” means The Huntington National Bank, as trustee under the F Block Indenture.

1.22 “Payment Date” means, with respect to Service Payments, May 15 and November 15, and with respect to NCA Charges, monthly within 30 days after the close of each month.

Section 2. Application of F Block Project Assigned Payments.

2.1 On or before each Payment Date, the Disbursing Agent may receive as a part of the Assigned Payments those amounts designated by Written Direction from the City, Columbus Authority, the NCA, or the Calculation Agent as the F Block Project Assigned Payments. Upon receipt, the Disbursing Agent shall deposit such amounts in the F Block Revenue Subaccount and apply in accordance with Sections 2.3 and 2.4 of this Third Supplement.

2.2 From that portion of the F Block Project Assigned Payments received by the Disbursing Agent that are Assigned NCA Revenues (such portions of the F Block Assigned Payments received by the Disbursing Agent that are NCA Revenues and that are attributable to properties located in F Block shall be identified by the City, the Columbus Authority or the Calculation Agent pursuant to Written Direction given to the Disbursing Agent), the Disbursing Agent shall, at the Written Direction of the Columbus Authority or the Calculation Agent,

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transfer into the A Block Other Administrative Expense Subaccount the amount required to pay Administrative Expenses (as defined in the Amended and Restated Disbursing Agreement) that are not Trustee Annual Fees or Issuer Annual Fees (as defined in the Amended and Restated Disbursing Agreement) (such expenses being referred to and a part of “Other Administrative Expenses”), in an amount not to exceed $45,000 per year (less that portion of the Other Administrative Expenses payable from the A Block Project Assigned Payments, West Garage Assigned Payments, D Block Project Assigned Payments, or similar assigned payments pursuant to any future amendment or supplement to the Amended and Restated Disbursing Agreement), pursuant to and as set forth in Section 9.3 of the Development Agreement.

2.3 From the F Block Project Assigned Payments received by the Disbursing Agent, not including the amount required to pay Other Administrative Expenses, the Disbursing Agent shall, in accordance with the Written Direction of the Columbus Authority or the Calculation Agent given pursuant to the terms this Third Supplement, transfer and deposit such F Block Project Assigned Payments in the following order of priority (such order of priority to be followed by the Columbus Authority or the Calculation Agent in providing such Written Direction to the Disbursing Agent):

FIRST: to the F Block Trustee to be deposited into the F Block Rebate Fund, any amounts necessary to pay the F Block Rebate Amount with respect to the F Block Project Debt;

SECOND: to the F Block Trustee, to be deposited into the applicable fund under the F Block Indenture, the F Block Debt Service Charges due on the F Block Project Debt on the next immediate F Block Bond Payment Date;

THIRD: to the F Block Trustee to be deposited into the F Block Administrative Expense Fund, the amount required to pay Trustee Annual Fees and Issuer Annual Fees on the F Block Project Debt on the next immediate F Block Bond Payment Date;

FOURTH: to the F Block Trustee to be deposited into the F Block Debt Service Reserve Fund the amount, not in excess of 90% of the F Block Project Assigned Payments which represent Service Payments, necessary to meet the F Block Debt Service Reserve Requirement

FIFTH: to the City, an amount equal to the shortfall, if any, in Minimum Service Payments due for Blocks B and C and the City’s annual debt service payment for the City Parking Facility Funding and the City Roadway Funding (as defined in the Development Agreement);

SIXTH: to the F Block Trustee, to be deposited in the applicable fund under the F Block Indenture at the Written Direction of the Columbus Authority pursuant to the terms of the F Block Indenture, the balance, to be applied

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by the F Block Trustee to the optional redemption of the F Block Project Debt at the next earliest optional redemption date.

SEVENTH: to the City, all remaining amounts.

2.4 The Columbus Authority may at its direction retain a Calculation Agent to assist it in determining which revenues received by it constitute the F Block Project Assigned Payments and providing Written Direction for deposit of such F Block Project Assigned Payments into the appropriate accounts and subaccounts established by the Disbursing Agent pursuant to this Section 2. In case of conflicting directions given by the Columbus Authority and the Calculation Agent that cannot be reconciled after inquiry by the Disbursing Agent, the directions given by the Columbus Authority shall control. Notwithstanding anything to the contrary in the Amended and Restated Disbursing Agreement, the fees and expenses of the Calculation Agent and the Disbursing Agent Fees shall be Other Administrative Expenses hereunder.

Section 3. Disbursement of F Block Project Assigned Payments.

Upon receipt and deposit of F Block Project Assigned Payments other than amounts deposited in the A Block Other Administrative Expense Subaccount, the Disbursing Agent shall promptly, not to exceed one (1) Business Day following their receipt and receipt of Written Direction from the Columbus Authority or the Calculation Agent pursuant to Section 2 hereof, transfer and disburse the amounts within those subaccounts to the F Block Trustee.

Section 4. Execution Counterparts.

This Third Supplement 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. Signatures transmitted by facsimile or electronic means are deemed to be original signatures.

Section 5. Severability.

If any provision of this Third Supplement, 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. Captions.

The captions and headings in this Third Supplement 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 Third Supplement.

7

Section 7. Relationship to Amended and Restated Disbursing Agreement.

This Third Supplement supersedes the Amended and Restated Disbursing Agreement with respect to assignment and disbursement of the F Block Project Assigned Payments, as provided herein. The parties hereto acknowledge that the F Block Project Assigned Payments are pledged exclusively to the payment of the F Block Project Debt pursuant to the F Block Indenture until the F Block Project Debt shall be fully repaid or defeased. In the event of any conflict between the Third Supplement and the Amended and Restated Disbursing Agreement with respect to the same, the Third Supplement shall control. Anything in this Third Supplement and the Amended and Restated Disbursing Agreement to the contrary notwithstanding, the Disbursing Agent shall be entitled to request Written Direction from the Columbus Authority and the Calculation Agent, and shall be entitled to rely thereon for purposes of receipting and depositing the funds it receives into the various accounts and subaccounts and disbursing funds therefrom; and further the Disbursing Agent shall be under no obligation to receipt and deposit funds into any accounts or subaccounts or thereafter disburse funds therefrom, without said Written Direction given to it for such purposes.

Section 8. Consent of Holders.

This Third Supplement shall not be amended or supplemented without the prior written consent of the Holders, as defined in the F Block Indenture.

[Signature Page to Third Supplement to Amended and Restated Disbursing Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Third Supplement to the Amended and Restated Disbursing Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY

By:

Name:

Title:



THE HUNTINGTON NATIONAL BANK, as Disbursing Agent

By:

Name:

Title:




By:

Name:

Title:



THE HUNTINGTON NATIONAL BANK, as F Block Trustee

By:

Name:

Title:

[City Consent to Third Supplement to Amended and Restated Disbursing Agreement]

IN WITNESS WHEREOF, the City of Dublin, Ohio does hereby acknowledge and consent to the foregoing Amended and Restated Third Supplement to the Amended and Restated Disbursing Agreement, by and through its duly authorized representative, as of the day and year first above written.


By:

Name:

Title:

[Bondholder Consent to Third Supplement to Amended and Restated Disbursing Agreement]

IN WITNESS WHEREOF, Cuyahoga River Capital LLC, as holder of the Series 2020 Bonds, does hereby acknowledge and consent to the foregoing Amended and Restated Third Supplement to the Amended and Restated Disbursing Agreement, by and through its duly authorized representative, as of the day and year first above written.

CUYAHOGA RIVER CAPITAL LLC

By:

Name:

Title:

15574107v1

EXHIBIT B

FOURTH SUPPLEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE BRIDGE PARK NEW COMMUNITY AUTHORITY

[Attached]

15267249v2

FOURTH SUPPLEMENTAL DECLARATION TO THE DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE BRIDGE PARK NEW COMMUNITY AUTHORITY


This Fourth Supplemental Declaration (the “Fourth Supplemental Declaration”) is entered as of the [___] day of [___], 2020 by the undersigned Owner of certain Parcels within the Bridge Park New Community Authority (the “Authority”) under the following circumstances:

WHEREAS, Crawford Hoying Development Partners, LLC (the “Developer”), an Ohio limited liability company, as developer within the meaning of that term as provided in Section 349.01 of the Ohio Revised Code, caused the execution of the Declaration of Covenants and Restrictions (the “Original Declaration”) for the Authority on December 11, 2015, and the Declaration was recorded on December 15, 2015 as instrument number 201512150175143, Recorder’s Office, Franklin County, Ohio;

WHEREAS, the Original Declaration was previously amended through the First Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority dated January 20, 2017 (the “First Supplement” and, together with the Original Declaration, the “Declaration”), and the First Supplement was recorded on January 24, 2017 as instrument number 201701240012142, Recorder’s Office, Franklin County, Ohio;

WHEREAS, the Original Declaration was previously amended further through the Second Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority dated January 29, 2017, recorded on December 29, 2017 as instrument number 201712290183115, Recorder’s Office, Franklin County, Ohio (the “Second Supplement”) and the Third Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority dated March 29, 2019, recorded on April 1, 2019, as instrument number 201904010036346, Recorder’s Office, Franklin County, Ohio (the “Third Supplement” and, together with the Original Declaration, the First Supplement, and the Second Supplement, the “Declaration”);

WHEREAS, Section 9.01 of the Original Declaration, as supplemented by Section 2 of the Second Supplement, permits certain supplements to the Declaration with

2 15267249v2

the written consent of the Authority and the City of Dublin, Ohio (the “City”) and the Owner of the affected Parcel;

WHEREAS, the Authority has provided its written consent to this Fourth Supplemental Declaration by its duly authorized signature hereinbelow;

WHEREAS, the City has provided its written consent to this Fourth Supplemental Declaration by its duly authorized signature hereinbelow;

WHEREAS, Section 9.03 of the Original Declaration further requires consent of the Developer to any supplements to the Declaration during the Development Period, as defined therein; and

WHEREAS, as of the date hereof the Development Period remains in effect, and the Developer has provided its written consent to this Fourth Supplemental Declaration by its duly authorized signature hereinbelow; and

WHEREAS, the undersigned is the Owner of the Parcel identified in Exhibit A attached hereto (hereinafter, the “F Block Hotel Parcel”), the F Block Hotel Parcel is the only property affected by this Fourth Supplemental Declaration, and the undersigned has, by its duly authorized signature, consented to this Fourth Supplemental Declaration;

NOW, THEREFORE, pursuant to Article IX, Amendments and Supplements, of the Original Declaration, including as supplemented by the Third Supplement, the Declaration is hereby supplemented, with the consent of the City, the Developer, and the Owner of the affected Parcel, as set forth below.

Section 1. Section 5.01 of the Original Declaration is hereby supplemented with the following, to appear following the existing portions of Section 5.01 of the Original Declaration, as amended by the Third Supplement:

In addition to the foregoing Charge, Chargeable Parcels that are the F Block Hotel Parcel, as defined in the Fourth Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority, City of Dublin, Ohio, are subject to an additional Charge as set forth below (hereinafter, the “F Block Debt Service Coverage Charge”).

Prior to the adoption of the Budget each year, the Board shall obtain from the Finance Authority or a calculation agent appointed on its behalf (together, the “Calculation Agent”) a certification regarding the applicability of the F Block Debt Service Coverage Charge in the following year.

3 15267249v2

The Board shall impose a F Block Debt Service Coverage Charge to be payable during any calendar year for which the Calculation Agent has determined that the sum of Charges and PILOTs with respect to the F Block Hotel Parcel will not equal or exceed one hundred and twenty percent (120%) of Debt Service Charges due in such year with respect to Obligations issued by the Finance Authority under the First Supplemental Trust Indenture dated as of September 1, 2020 by and between the Finance Authority and The Huntington National Bank, as trustee (the “F Block Project Bonds”). The Board shall impose the F Block Debt Service Coverage Charge in such amount as is necessary, based on the Calculation Agent’s certification, so that the sum of the Charges and PILOTs with respect to the F Block Hotel Parcel in such year shall equal or exceed one hundred and twenty percent (120%) of Debt Service Charges due on the F Block Project Bonds in such year. The F Block Debt Service Coverage Charge shall be allocated to the F Block Hotel Parcel (which is a Chargeable Parcel) based on the current valuation by the Franklin County Auditor at the time the certification by the Calculation Agent is made.

The F Block Debt Service Coverage Charge is separate from and in addition to the Debt Service Coverage Charge established under the Original Declaration. However, all provisions of the Declaration with respect to the collection and enforcement of the Debt Service Coverage Charge, including but not limited those set forth in Sections 4.04 and 5.03 of the Original Declaration, as supplemented by the Second Supplement, shall apply with equal force to the F Block Debt Service Coverage Charge. Proceeds of the F Block Debt Service Coverage Charge shall be applied in accordance with Section 4 of Exhibit E to the Development Agreement, as amended.

Section 2. Except as expressly stated herein, all other provisions of the Declaration shall remain in full force and effect as provided therein.

4 15267249v2

Section 3. The undersigned Owner of the F Block Hotel Parcel consents to this Fourth Supplemental Declaration pursuant to Section 9.01 of the Original Declaration.

Section 4. The City consents to this Fourth Supplemental Declaration pursuant to Section 9.02 of the Original Declaration.

Section 5. The Developer consents to this Fourth Supplemental Declaration pursuant to Section 9.03 of the Original Declaration.

[Balance of Page Intentionally Left Blank]

[Bridge Park NCA Signature Page to Fourth Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority]

15267249v2

IN WITNESS WHEREOF, the undersigned Secretary of the Authority hereby confirms pursuant to Section 9.02 of the Original Declaration the receipt of all necessary consents with respect to the Fourth Supplemental Declaration.


By:

Name: Robert F. McCarthy

Title: Secretary Bridge Park New Community Authority

[Developer Consent to Fourth Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority]

15267249v2

IN WITNESS WHEREOF, the Developer hereby provides its consent to this Fourth Supplemental Declaration to be executed as of the first date written in the Declaration.

CRAWFORD HOYING DEVELOPMENT PARTNERS, LLC an Ohio limited liability company

By: _______________________________

Name:

Title:

[City Consent to Fourth Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority]

15267249v2

IN WITNESS WHEREOF, the City hereby provides its consent to this Fourth Supplemental Declaration to be executed as of the first date written hereinabove in its capacity as the City.

THE CITY OF DUBLIN, OHIO

By:

Name: Dana McDaniel

Title: City Manager

Parcels:

Approved as to form for the City:

Jennifer Readler, Law Director

[Owner Consent to Fourth Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority]

15267249v2

IN WITNESS WHEREOF, the undersigned Owner hereby provides its consent to this Fourth Supplemental Declaration to be executed as of the first date written hereinabove.

CHY HOTEL, LLC

By: _______________________________

Name:

Title:

Parcel:

[Notary Page to Fourth Supplemental Declaration to the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority]

15267249v2

ACKNOWLEDGEMENTS

STATE OF ) ) SS:

COUNTY OF )

The foregoing instrument was acknowledged before me this ___ day of __________________ 2020, by Robert F. McCarthy, the duly authorized Secretary of the BRIDGE PARK NEW COMMUNITY AUTHORITY, who represented to me to be said person. The notarial act certified hereby is an acknowledgement. No oath or affirmation was administered to the signer with regard to the notarial act certified to hereby.

Notary Public My commission expires:

15267249v2

ACKNOWLEDGEMENTS

STATE OF ) ) SS:

COUNTY OF )

The foregoing instrument was acknowledged before me this ___ day of __________________ 2020, by Dana McDaniel, the duly authorized City Manager of the CITY OF DUBLIN, OHIO, who represented to me to be said person. The notarial act certified hereby is an acknowledgement. No oath or affirmation was administered to the signer with regard to the notarial act certified to hereby.



15267249v2

STATE OF ) ) SS:

COUNTY OF )

The foregoing instrument was acknowledged before me this ___ day of __________________ 2020, by ________________________, the duly authorized ___________________________ of CRAWFORD HOYING DEVELOPMENT PARTNERS, LLC, who represented to me to be said person. The notarial act certified hereby is an acknowledgement. No oath or affirmation was administered to the signer with regard to the notarial act certified to hereby.



15267249v2

STATE OF ) ) SS:

COUNTY OF )

The foregoing instrument was acknowledged before me this ___ day of __________________ 2020, by ________________________, the duly authorized ___________________________ of CHY HOTEL, LLC, who represented to me to be said person. The notarial act certified hereby is an acknowledgement. No oath or affirmation was administered to the signer with regard to the notarial act certified to hereby.


A-1 15267249v2

Exhibit A

F Block Hotel Parcel

15573555v1


The Board of Trustees (the “Board”) of the Bridge Park New Community Authority (the “Authority”) met on September 24, 2020 at 9:00 a.m., conducted by teleconference, videoconference or similar electronic technological means, as permitted by Amended Substitute House Bill 197 of the 133rd General Assembly of the State of Ohio, effective March 27, 2020, with the following members present:

M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________



RESOLUTION APPROVING THE BUDGET FOR THE AUTHORITY NECESSARY TO PAY ADMINISTRATIVE EXPENSES AND DEBT SERVICE CHARGES TO BE INCURRED BY THE AUTHORITY DURING CALENDAR YEAR 2021.

WHEREAS, the Authority has been duly created, and the Board of Trustees of the Authority (the “Board”) has been duly appointed, pursuant to the authority contained in Ohio Revised Code Chapter 349; and

WHEREAS, pursuant to Section 5.02 of the Declaration of Covenants and Restrictions for the Authority, dated December 11, 2015 (the “Declaration”), this Board annually at its Fiscal Meeting is required to adopt a Budget approving certain costs outlined in Section 5.02 of the Declaration, including O&M Expenses, Administrative Expenses, Debt Service charges, and any amounts necessary to provide for a debt service coverage ratio required to market the Obligations, with each capitalized term having the meaning ascribed to it in the Declaration; and

WHEREAS, the Board has been presented with a proposed Budget for calendar year 2021, a copy of which is attached hereto as Exhibit A, and additional detail in support of the same, a copy of which is attached hereto as Exhibit B; and

WHEREAS, this Board, having reviewed and duly considered the proposed Budget, hereby desires to approve the Budget for calendar year 2021 and to authorize such actions as may be necessary to be taken by the Chairperson and Treasurer to implement the Budget,

15573555v1

2

including but not limited to the establishment of any accounts as may be necessary and the payment of approved expenses therefrom.


Section 1. There is hereby budgeted for calendar year 2021 and appropriated from the revenues of the Authority the amount established by the Budget attached hereto as Exhibit A necessary to pay the administrative expenses and debt service charge obligations of the Authority for calendar year 2021. The Chairperson and the Treasurer are hereby authorized to take such actions as may be necessary, consistent with Ohio Revised Code Chapter 349, to implement the Budget, including but not limited to the establishment of any accounts as may be necessary and the payment of approved expenses therefrom.



M_. __________ seconded the motion and, after discussion, a roll call vote was taken and the results were:

Voting Aye:

Voting Nay:



15573555v1

3

CERTIFICATE



15573555v1

EXHIBIT A

CALENDAR YEAR 2021 BUDGET FOR THE


[Attached]

- 0 -

Dublin Bridge Park

Calculation Agent Report Dated: September 23, 2020

FBO: Columbus-Franklin County Finance Authority (“CFFA”)

City of Dublin (“City”) Bridge Park New Community Authority (“NCA”) CFCFA Series 2017A and Series 2017B Bondholders Crawford Hoying Development Partners (“Developer”)

- 1 -

OPENING STATEMENT

This Calculation Agent Report (the “Report”) is prepared pursuant to:

(1) The Engagement Letter executed by the Columbus-Franklin County Finance Authority and DiPerna & Company, LLC (dba “DiPerna Advisors” and as the “Calculation Agent”) in connection with the Z Block Garage financing (“Z Block Bonds”) in which the Finance Authority retained DiPerna Advisors as Calculation Agent to “assist it in determining which revenues received from the City constitute the Assigned Payments, the Assigned NCA Revenues and the Assigned Minimum Service Payments and providing Written Direction for deposit of such payments into the appropriate accounts and subaccounts established by the Disbursing Agent pursuant to Section 2 of the Amended and Restated Disbursing Agreement by and among the Columbus-Franklin County Finance Authority, Developer Finance Authority of Summit County, Toledo-Lucas County Port Authority, Huntington National Bank, U.S. Bank National Association, Bank of New York Mellon Trust Company, and the Bridge Park New Community Authority dated August 1, 2016; and

(2) The Calculation Agent Agreement dated as of January 20, 2017 by and among the Bridge Park New Community Authority, the Columbus-Franklin County Finance Authority, and DiPerna & Company, LLC pertaining to the A Block public improvement financing (the “A Block Bonds”).

(3) The Calculation Agent Agreement dated as of March 1, 2019 by and among the Bridge

Park New Community Authority, the Columbus-Franklin County Finance Authority, and DiPerna & Company, LLC pertaining to the D Block public improvement financing (the “D Block Bonds”).

The Calculation Agent represents and warrants that it is qualified by experience and financial responsibility to assume the duties of the Calculation Agent as defined in the Engagement Letter and Calculation Agent Agreement. Furthermore, in preparing this report, we have relied solely upon information provided to us by the Developer, the City of Dublin, the Bridge Park New Community Authority, the Huntington National Bank as Disbursing Agent, and Franklin County, Ohio as the County Auditor, relating to tax parcel numbers and owners, market values and assessed values for both land and building values for tax year 2019 and tax year 2020, property taxes including base value taxes, service payments from incremental value, minimum service payments, assessed valuation NCA charges and hotel NCA charges, lease payments from the Exchange Events Center, City lodging tax receipts, and bond proceeds available for interest payments due on the Z Block Bonds, A Block Bonds and D Block Bonds (together, the “Bonds”).

- 2 -

THE DEVELOPMENT

Dublin Bridge Park (“Bridge Park”) is an approximately 30-acre site located along the east and west side of the Scioto River, and connected via a Pedestrian Bridge currently under construction. Bridge Park is a master planned, high-density mixed-use development which, upon full build-out, will deliver approximately 2 million square feet of new development including 840,000 SF of Class A office, a 150 key AC Marriott Hotel, a 145 key Marriott SpringHill Suites Hotel, a 1,000 person conference center (the “Exchange Events Center”), 195,000 SF of restaurant/retail space, 30,000 SF of public market space, 720 luxury apartments, and 150 for-sale condo units. Bridge Park started construction in 2015, delivered its first product in the fall of 2016, and is anticipated to be fully completed by 2022. The portion of development applicable to this Report includes Bridge Park Block Z, Block A and Block H. Details of each of these Blocks are outlined below:

• Z Block is comprised of two separate structures “Z1” and “Z2.” Z1 is a large mixed-use building completed in 2017 that includes 41 for-sale condos (approximately 150,000 SF), 15,000 SF of ground level retail, and 15,000 SF of office space. The building was constructed along the Scioto River and fronting High Street in downtown Dublin. Given that the structure was built into a 50-foot grade drop, the retail and office that front N High Street are located on the ground level and 2nd floor of the facility while the condo units are all eastward facing toward the Scioto River and are constructed over 5 stories. Z1 also includes a 225-space parking facility accessed from N High Street. Z2, recently completed, is an approximately 20,000 SF mixed-use building that will include ground/lower level restaurant/retail space and apartments above.

View of the completed Z1 Mixed-Use Building from High St looking East.

- 3 -

• A Block is comprised of a 150 key AC Marriott Hotel, the Exchange Events Center, a 468-space parking facility, and an approximately 76,000 SF Class A office building. All components of A Block were completed in October 2017 except for the Class A office building which was completed June 2019.

View of the completed AC Marriott Hotel from Riverside Drive looking North

View of the completed Events Center from the A Parking Garage looking West

- 4 -

View of the completed A Block Class A Office Building

• H Block is a planned 64-unit Townhome project located in the northeast portion of the Bridge Park site plan. Currently under construction, the Developer has completed 22 units and plans to complete the remaining units by the end of 2021.

Progress Photo of the Townhomes taken in Winter 2019

- 5 -

• D Block is comprised of the following mixed-use components: o D1: a six-story mixed-use building consisting of 25,000 sf of retail, 25,000

sf of office space and 103,000 sf (43 units) of two and three-bedroom condominiums.

o D2: a five-story mixed-use building consisting of 15,000 sf of retail and 90,000 sf of office space.

o D3: a five-story mixed-use building consisting of 9,000 sf of retail and 103,000 sf of multifamily apartments (83 units).

o D4/D5: a six-story mixed-use building consisting of 34,000 sf for a public market, 71,000 sf of apartments (60 units) that will wrap around a 652- space parking garage.

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THE BONDS The Z Block Bonds were issued on August 11, 2016 and are comprised of:

• Columbus-Franklin County Finance Authority Tax-Exempt Bond Fund Bonds issued in the original par amount of $4,915,000 (Series 2016G Bonds).

• Development Finance Authority of Summit County Tax-Exempt Bond Fund Bonds issued in the original par amount of $4,790,000 (Series 2016D Bonds).

• Toledo-Lucas County Port Authority Taxable Bond Fund Bonds issued in the original par amount of $3,075,000 (Series 2016A Bonds).

The Z Block Bonds have a first priority pari passu pledge of the following revenues (the “Z

Block Bond Pledged Revenues”):

• NCA Assessed Valuation Charges from the 41 Z Block Condos. • Service Payments from the Z Block Restaurant/Retail and Office components.

The A Block Bonds were issued on January 20, 2017 and are comprised of:

• Columbus-Franklin County Finance Authority Taxable Bonds issued in the original par amount of $16,195,000 (Series 2017A-1 Bonds).

• Columbus-Franklin County Finance Authority Tax-Exempt Bonds issued in the original par amount of $11,105,000 (Series 2017A-2 Bonds).

• Columbus-Franklin County Finance Authority Tax-Exempt Bonds issued in the original par amount of $4,860,000 (Series 2017B Bonds).

The Series 2017A A Block Bonds and the Series 2017B A Block Bonds have a first priority

pledge and second priority pledge, respectively, of the following revenues (the “A Block

Bonds Pledged Revenues”):

• Service Payments and Minimum Service Payments from the AC Marriott.

• Service Payments and Minimum Service Payments from the A Block Office. • Service Payments from the Z2 Building.

• Lodging Tax Grant from the City of Dublin for the Home 2 Suites and AC Marriott Hotels.

• NCA Hotel Lodging Tax Charges from the AC Marriott.

• Service Payments and Minimum Service Payments from the Exchange Events Center.

• Percentage of Sales Rent Payments from the Exchange Events Center.

• NCA Assessed Valuation Charges from the H Block Townhomes. In addition, the Series 2017A A Block Bonds and the Series 2017B A Block Bonds have a

second priority and third priority pledge, respectively, of the Z Block Bonds Pledged

Revenues.

- 7 -

The Series 2019A-1 D Block Bonds were issued on March 28, 2019 and are comprised of:


The Series 2020A-2 and Series 2020B D Block Bonds, the proceeds of which will refund the

original Series 2019A-2 and Series 2019B Bonds, are expected to be issued on September

29, 2020 and are comprised of:


• Columbus-Franklin County Finance Authority Taxable Bonds issued in the original par amount of $11,435,000 (Series 2020B Bonds).

The Series 2019A-1, the Series 2020A-2 and the Series 2020B D Block Bonds will have a first

priority pledge of the following revenues (the “D Block Bonds Pledged Revenues”):

• Service Payments and Minimum Service Payments from D1 Retail and Office.

• NCA Assessed Valuation Charges and Service Payments from D1 Condominiums.

• Service Payments and Minimum Service Payments from D2 Retail and Office.

• Service Payments and Minimum Service Payments from D3 Retail and Apartments.

• Service Payments and Minimum Service Payments from D4 Public Market and Apartments.

• Service Payments from D5 Parking Garage. • NCA Sales Tax Charges (0.5% Rate) from all tenants at Bridge Park.

- 8 -

BRIDGE PARK NEW COMMUNITY AUTHORITY 2021 BUDGET

Item Income Anticipated Total

(1) December 31, 2020 Balance in the Revenue Account $0.00

(2) NCA Hotel Charges $73,694.23

(3) NCA Assessed Valuation and Debt Service Coverage Charges $2,136,493.59

(4) Service Payments and/or Minimum Service Payments $2,711,151.74

(5) City Bed Tax Grant (2020 collections) $64,637.68

(6) Events Center Base Rent $92,499.99

(7) A Block Public Improvement Bond Proceeds Available for Interest Payments $278,944.63

(8) NCA Sales Tax Charges $136,065.59

TOTAL $5,493,487.45

Expenses Anticipated Total

(1) NCA Administrative Expenses $45,000.00

(2) NCA Collection Fees – Clark Schaefer Hackett and Huntington Bank $25,522.72

(3) Z Block Garage Bond Debt Service $964,495.26

(4) A Block Public Improvement Bond Debt Service $2,281,505.60

(5) D Block Public Improvement Bond Debt Service $1,643,995.00

(6) Balance to A Block Series 2017A Bonds Debt Service Reserve $0.00

- 9 -

(7) D Block and NCA Sales Charge to D Block Targeted Special Principal Redemptions $435,000.00

(8) Balance of D Block and NCA Sales Charge to Public Market O&M Reserve Account $97,968.87

TOTAL $5,493,487.45

2021 BUDGET DETAIL

INCOME ITEMS

(1) Projected 2020 Year-End Balance in the NCA Revenue Account ($0.00) – As of September 24, 2020, the Huntington National Bank as Disbursing Agent has received the following revenues:

a. Beginning Balance of Revenue Account $102,091.98

b. Balance of NCA Administrative Account 6,755.40

c. Assessed Valuation Charges from Z Block Condos 620,220.72 d. Service Payments from Increased Value (Z Block) 106,569.27 e. Service Payment from AC Hotel 263,217.52 f. Minimum Service Payments (AC Hotel + A Block Office) 261,607.48 g. Assessed Valuation Charges from H Block Townhomes 163,928.06 h. City Bed Tax Grant for 2019 Collections 124,365.31 i. NCA Hotel Charges (from AC Hotel since January 1, 2020) 21,729.35 j. Percentage of Sales Rent - Events Center (since January 1, 2020) 29,154.99 k. NCA Sales Tax Charge (since January 1, 2020) 69,408.68

i. Total Revenues Received To-Date $1,769,048.76

The Calculation Agent projects, based on (a) historical data received from Developer (b) historical collections and data received from the Disbursing Agent (c) correspondence with the County Auditor (d) scheduled minimum Assessed Valuation Charges and (e) scheduled Minimum Service Payments, the following revenues will be received between September 25, 2020 and December 31, 2020 (we assume all property owners have paid and/or will pay their 2nd half 2020 Service Payments, Minimum Service Payments and/or Assessed Valuation Charges):

a. Assessed Valuation Charges from Z Block Condos $484,406.09 b. Service Payments from Increased Value (Z Block) 96,631.79 c. Service Payments from AC Hotel 263,217.52 d. Minimum Service Payments AC Hotel 89,016.48 e. Minimum Service Payments (A Block Office) 172,591.00 f. Assessed Valuation Charges from H Block Townhomes 163,928.06

- 10 -

g. Draw on A Block Interest Reserve Fund 254,772.74 h. NCA Hotel Charges (from AC Hotel) 8,213.78 i. Minimum Rent Payment - Events Center (remainder of 2020) 34,174.12 j. Assessed Valuation Charges from D Block Condos 338,859.29 k. NCA Sales Tax Charge 39,555.59

ii. Projected Revenues To-Be-Received $1,945,366.46

iii. Total Projected 2020 Revenues (i+ii) $3,714,415.22

As of September 24, 2020, the Disbursing Agent has paid the following expenses:

a. NCA Administrative Expenses $ 15,200.00 b. Z Block Garage Bond Charges 484,439.63 c. A Block Garage Bond Charges 1,080,027.90

iv. Total Expenses Paid-To-Date 1,579,667.53

The Calculation Agent projects, based on (a) the Z Block Garage Bond Charge Schedule (b) the A Block Bond Charge Schedule (c) professional services engagements and (d) discussions with the Developer and the Columbus-Franklin County Finance Authority, the following expenses will be paid between September 25, 2020 and December 31, 2020:

a. NCA Administrative Expenses $ 29,800.00 b. NCA Collection Fee – Clark Schaefer Hackett & Huntington 27,022.72 c. Z Block Garage Bond Charges 490,687.63 d. A Block Garage Bond Charges 1,181,436.50 e. D Block Targeted Special Principal Redemption 405,000.00 f. D Block Capital Repair and Maintenance Reserve 800.84

v. Total Expenses To-Be-Paid 2,134,747.69

vi. Total Projected 2020 Expenses (iv+v) $3,714,415.22

vii. Total Projected Year-End Surplus (iii – vi) $ 0.00

(2) NCA Hotel Charges ($73,694.23) – Pursuant to the Declaration of Covenants and

Restrictions for the Bridge Park New Community Authority dated January 26, 2016 (the “NCA Declaration”), the NCA levied a 1% lodging tax on all hotels within the NCA, which includes the AC Marriott and SpringHill Suites. Based on historical NCA Hotel Charges from the AC Marriott Hotel (historical collections began in October 2017) and projections from the SpringHill Suites (opening in Q4 of 2020), the Calculation Agent projected collections of $73,694.23 for calendar year 2021 as represented in the table below:

- 11 -

(3) NCA Assessed Valuation Charges ($2,136,493.59) – Based on the NCA Declaration, the Calculation Agent compiled the NCA Assessed Valuation Charges to be collected in 2021. The NCA Declaration states that the Z Block Condos and the D Block Condos will carry a minimum value per square foot of $230 and the H Block Townhomes will carry a minimum value per square foot of $190. According to the NCA Declaration, Assessed Valuation Charges are levied and collected in the same calendar year (i.e. the Charges will be levied in Tax Year 2021 and also collected in 2021, as opposed to traditional convention of collecting in the succeeding calendar year). The Assessed Valuation Charges to be collected in 2021 are depicted in Appendix A.

(4) Service Payments and Minimum Service Payments ($2,711,151.74) – The Calculation

Agent consulted with the Franklin County Auditor and procured preliminary Land and Building Tax Values for each of the applicable tax parcels in Bridge Park and compared the valuation results against the Service Agreement and Amended Service Agreement. It is also assumed that the millage rates from tax year 2019 to tax year 2020 will not change. As a result, the Calculation Agent determined the level of Service Payments and Minimum Service Payments that would apply for the applicable Z Block, A Block, H Block and D Block parcels which are depicted in Appendix B.

(5) City Bed Tax Grant ($64,637.68) – Per the terms of the Development Agreement (dated August 14, 2015) between the City and Developer, the City will distribute 25% of the City lodging taxes collected from the AC Marriott and Home 2 Suites hotels (after 25% of such lodging taxes are paid to the City Convention and Visitor’s Bureau), which yields a lodging tax rate of 1.125% to be paid to the Developer. The Calculation Agent projected the City Bed Tax Grant to be received in 2021 based on historical room revenues from the AC Marriott and Home 2 Suites hotels (which opened in October 2017). The City will collect lodging taxes from the two hotels in calendar year 2020 and make a single payment to the Developer in January 2021. The projected City Bed Tax Grant that will be paid to the Developer in January 2021 is detailed in the table below:

AC Mariott Revenue SpringHill Revenue NCA Sales TaxDec-20 294,158.25$ 235,695.88$ 5,139.59$ Jan-21 312,035.26 235,695.88 5,312.99 Feb-21 309,981.03 235,695.88 5,293.07 Mar-21 310,237.11 235,695.88 5,295.55 Apr-21 338,424.74 235,695.88 5,568.97 May-21 383,856.49 235,695.88 6,009.66 Jun-21 592,908.87 235,695.88 8,037.47 Jul-21 446,357.68 235,695.88 6,615.92

Aug-21 416,467.73 235,695.88 6,325.99 Sep-21 402,744.74 235,695.88 6,192.87 Oct-21 441,025.67 235,695.88 6,564.20 Nov-21 520,795.36 235,695.88 7,337.97

2021 Projected Total 4,768,992.94$ 2,828,350.52$ 73,694.23$

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(6) Events Center Minimum Rent Payment ($92,499.99) – The Developer entered into a lease agreement with Cameron Mitchell Restaurants (the “Lessee”) to operate the Exchange Events Center. The Lease provides for a percentage of sales rent owed to the NCA based on the following computation: 7% of the gross sales from the Events Center, less the monthly Service Payment and/or the Minimum Service Payment, will be paid to the NCA monthly. Once the cumulative annual gross sales have exceeded $1,500,000, 8% of the gross sales from the Events Center, less the Service Payment and/or the Minimum Service Payment, will be paid to the NCA monthly (assigned to the Disbursing Agent). The Calculation Agent projected the percentage of sales rent owed to the NCA based on the historical monthly sales figures from the Events Center (which began in October 2017). The monthly projections for collection in 2021 are listed in the table below:

(7) A Block Public Improvement Bonds Interest Reserve Fund ($278,944.63) – The A

Block Public Improvement Bonds, issued by the Columbus-Franklin County Finance Authority on January 20, 2017 and in the amount of $32,160,000, were issued as draw-down bonds of which some of the proceeds were earmarked to pay interest due on the Bonds during construction and prior to its Pledged Revenues becoming available (the “Capitalized Interest”). The Capitalized Interest amount conservatively estimated to be needed was $3,273,178. The Disbursing Agent recently confirmed that $2,844,513 has been drawn-to-date for Capitalized Interest and further confirmed that $237,890 in project fund proceeds are available. The Developer confirmed that only $56,591 in project fund

Cummulative Percentage Percentage Rent MinimumPeriod Net Sales Annual Net Sales Rent Factor Calculation Service PaymentsDec-20 78,324.24$ 78,324.24$ 7% 5,482.70$ 7,500.00$ Jan-21 93,770.81 172,095.05 7% 6,563.96 7,500.00 Feb-21 91,018.15 263,113.20 7% 6,371.27 7,500.00 Mar-21 133,009.84 396,123.04 7% 9,310.69 7,500.00 Apr-21 94,689.54 490,812.58 7% 6,628.27 7,500.00 May-21 106,741.33 597,553.90 7% 7,471.89 7,500.00 Jun-21 61,122.08 658,675.98 7% 4,278.55 7,500.00 Jul-21 61,754.60 720,430.58 7% 4,322.82 7,500.00

Aug-21 99,618.50 820,049.08 7% 6,973.30 7,500.00 Sep-21 41,348.21 861,397.29 7% 2,894.37 8,333.33 Oct-21 120,791.84 982,189.12 7% 8,455.43 8,333.33 Nov-21 140,491.79 1,122,680.91 7% 9,834.43 8,333.33

2020 Projected Total 1,122,680.91$ 1,122,680.91$ 7% 78,587.66$ 92,499.99$

PeriodAC Hotel Room

RevenueH2 Hotel Room

RevenueTotal Room Revenues

6% City Bed Tax Amount

Less Amount to DAC

1.125% Net Bed Tax Grant to NCA

Jan-20 588,316.49 140,630.51 728,947.00 43,736.82 (10,934.21) 8,200.65 Feb-20 520,058.76 227,095.90 747,154.67 44,829.28 (11,207.32) 8,405.49 Mar-20 516,635.05 319,725.12 836,360.17 50,181.61 (12,545.40) 9,409.05 Apr-20 - - - - - - May-20 270,506.19 151,207.65 421,713.83 25,302.83 (6,325.71) 4,744.28 Jun-20 28,603.09 49,029.07 77,632.17 4,657.93 (1,164.48) 873.36 Jul-20 77,631.96 263,237.37 340,869.33 20,452.16 (5,113.04) 3,834.78

Aug-20 238,387.63 342,441.87 580,829.50 34,849.77 (8,712.44) 6,534.33 Sep-20 236,003.75 273,953.50 509,957.25 30,597.43 (7,649.36) 5,737.02 Oct-20 233,643.72 219,162.80 452,806.51 27,168.39 (6,792.10) 5,094.07 Nov-20 330,405.25 223,546.05 553,951.31 33,237.08 (8,309.27) 6,231.95 Dec-20 294,158.25 201,191.45 495,349.70 29,720.98 (7,430.25) 5,572.68

2019 Projected Total 3,040,191.90$ 2,210,029.84$ 5,250,221.74$ 315,013.30$ (78,753.33)$ 64,637.68$

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proceeds are needed to complete the Public Improvements. Thus, we have determined that the Developer will need to request to draw $254,772.74 to pay interest due on the A Block Bonds on December 1, 2020 and further request to draw $278,944.63 to pay interest due on the A Block Bonds in 2021, leaving a balance of $75,542.63 in available bond proceeds to be used for interest costs in 2022.

(8) NCA Sales Tax Charge ($136,065.59) – A NCA sales tax charge of 0.5% has been assessed on all retail properties within the Bridge Park development. Based on historical sales charge collections from calendar year 2019 and 2020, it is projected that the total sales tax charge collected in 2021 will be $136,065.59. The monthly projections for collection in 2021 are listed in the table below:

EXPENSE ITEMS

(1) NCA Administrative Expenses ($45,000) – The following NCA expenses are budgeted for 2021 (based on their historical amounts):

a. A Block Calculation Agent $ 15,000 b. D Block Calculation Agent 7,500 c. Clark Schaefer Hackett 5,000 d. Legal Fees 13,500 e. NCA Board Insurance Fees 3,000 f. State Audit Fees 1,000

(2) NCA Collection Fees – Clark Schaefer Hackett and Huntington Bank ($25,522.72) –

The NCA collection services performed by Clark Schaefer Hackett are estimated to be between $14,500 and not to exceed $17,500. We have projected that $14,500 will be needed to pay for NCA Sales Charge collections in 2021. NCA charges are paid into two Huntington Bank lockbox accounts; the annual cost for these lockbox accounts will total $11,022.72. The NCA collection fees will be paid from the NCA sales tax charge collected from the Bridge Park development.

Sales Revenue NCA Sales TaxDec-20 2,532,115.20$ 12,660.58$ Jan-21 2,282,271.60 11,411.36 Feb-21 1,827,834.00 9,139.17 Mar-21 2,215,736.40 11,078.68 Apr-21 1,988,767.20 9,943.84 May-21 2,348,512.80 11,742.56 Jun-21 2,454,250.00 12,271.25 Jul-21 2,070,290.00 10,351.45

Aug-21 2,304,214.80 11,521.07 Sep-21 2,160,050.40 10,800.25 Oct-21 2,812,144.80 14,060.72 Nov-21 2,216,931.60 11,084.66

2021 Projected Total 27,213,118.80$ 136,065.59$

- 14 -

(3) Z Block Garage Bond Debt Service ($964,495.26) – The Z Block Bond Debt Service

owed in 2021 is detailed in the table below:

(4) A Block Public Improvement Bond Debt Service ($2,281,505.60) – The A Block Bond Debt Service owed in 2021 is detailed in the table below:

5/15/2021 11/15/2021Columbus Franklin County Finance Authority: - Interest Payment 93,696.88 92,571.88 - Principal Payment 75,000.00 70,000.00 - Port Administrative Fee 13,920.00 13,695.00 - Bond Trustee Fee 1,392.00 1,369.50

Total Columbus Finance Authority 184,008.88 177,636.38

DFA of Summit County: - Interest Payment 91,381.25 90,406.25 - Principal Payment 65,000.00 75,000.00 - Port Administrative Fee 13,575.00 13,380.00 - Bond Trustee Fee 1,357.50 1,338.00

Total DFA of Summit County 171,313.75 180,124.25

Toledo Lucas County Port Authority: - Interest Payment 57,000.00 55,800.00 - Principal Payment 60,000.00 60,000.00 - Port Administrative Fee 8,550.00 8,370.00 - Bond Trustee Fee 855.00 837.00

Total Toledo Port Authority 126,405.00 125,007.00

Bond Payment DatesDebt Service by Issuer

6/1/2021 12/1/2021Finance Authority Series 2017A-1 Bonds: - Interest Payment (Projected) 477,813.40 475,563.40 - Principal Payment 75,000.00 80,000.00 - Port Administrative Fee 2,500.00 - - Bond Trustee Fee 3,000.00 -

Total Series 2017A-1 Bond Debt Service 558,313.40 555,563.40

Finance Authority Series 2017A-2 Bonds: - Interest Payment 329,314.40 327,664.40 - Principal Payment 55,000.00 55,000.00 - Port Administrative Fee 2,500.00 - - Bond Trustee Fee 3,000.00 -


Finance Authority Series 2017B Bonds: - Interest Payment 166,600.00 165,550.00 - Principal Payment 30,000.00 30,000.00 - Port Administrative Fee - - - Bond Trustee Fee 3,000.00 -

Total Series 2017B Bond Debt Service 199,600.00 195,550.00

Debt Service by Bond Bond Payment Dates

- 15 -

(5) D Block Public Improvement Bond Debt Service ($1,643,995.00) – The D Block Bond Debt Service owed in 2021 is detailed in the table below:

(6) Balance to A Block - Series 2017A Bonds Debt Service Reserve ($0.00) – Per the terms of the First Supplement to the Amended and Restated Disbursing Agreement dated January 20, 2017, after the A Block Series 2017A-1, 2017A-2 and 2017B bond debt service has been paid, the balance of the revenues will flow into the A Block Debt Service Reserve account for the Series 2017A Bonds until the account balance reaches 10% of the Outstanding Bond Amount for the Series 2017A Bonds.

(7) D Block and NCA Sales Tax Charge to D Block Targeted Special Principal

Redemptions ($435,000.00) – Per the terms of the First Amendment to the Development Agreement dated March 18, 2019, the annual amount set forth to be used for Targeted Special Principal Redemption in 2021 is up to $435,000. The projected amount of charges to be used for the principal redemptions in 2021 is $435,000.

(8) D Block and NCA Sales Tax Charge to the Public Market Reserve ($97,968.87) – Per the terms of the Second Amendment to the Disbursing Agreement, the maximum amount set forth to be used for Public Market O&M Reserve Account in 2021 is up to $200,000. The projected amount of charges to be used for the Reserve Account in 2021 is $97,968.87.

6/1/2021 12/1/2021Finance Authority Series 2019A-1 Bonds: - Interest Payment (Projected) 495,875.00 495,875.00 - Principal Payment - - - Port Administrative Fee 2,500.00 2,500.00 - Bond Trustee Fee 1,000.00 1,000.00


Finance Authority Series 2020A-2 Bonds: - Interest Payment 78,138.75 78,138.75 - Principal Payment - - - Port Administrative Fee 2,500.00 2,500.00 - Bond Trustee Fee 1,000.00 1,000.00


Finance Authority Series 2020B Bonds: - Interest Payment 237,483.75 237,483.75 - Principal Payment - - - Port Administrative Fee 2,500.00 2,500.00 - Bond Trustee Fee 1,000.00 1,000.00

Total Series 2020B Bond Debt Service 240,983.75 240,983.75

Debt Service by Bond Bond Payment Dates

- 16 -

Appendix A – NCA Assessed Valuation Charges

I. Bridge Park West Condos

Tax-ID Address OwnerSquare

FootageNCA Charge

per SFEffective

MillsAnnual NCA

Charge AmountLess Annual TIF

RevenueTotal NCA

Charge Amount1 27301294200 95 N Riverview St Unit 111 Russell Thompson Jr. 2,998 230.00$ 90.025229 21,726.60$ 1,584.38$ 20,142.22$ 2 27301294300 95 N Riverview St Unit 112 James F. Laird 3,127 230.00 90.025229 22,661.47 1,578.78 21,082.69 3 27301294400 95 N Riverview St Unit 113 Gerald and Veronica McMenemy 2,330 230.00 90.025229 16,885.58 982.02 15,903.56 4 27301294500 95 N Riverview St Unit 114 Ryan Michael Stiers 2,290 230.00 90.025229 16,595.70 1,606.80 14,988.90 5 27301295000 95 N Riverview St Unit 211 Jeffery and Marilyn Houck 2,801 230.00 90.025229 20,298.93 1,590.00 18,708.93 6 27301295100 95 N Riverview St Unit 212 Victor Crawford 2,698 230.00 90.025229 19,552.49 1,592.40 17,960.09 7 27301295200 95 N Riverview St Unit 213 Patel Ramilaben Harshadbhai 2,972 230.00 90.025229 21,538.18 1,623.64 19,914.54 8 27301295300 95 N Riverview St Unit 214 Jaiswal Prashant K 2,504 230.00 90.025229 18,146.57 1,601.20 16,545.37 9 27301295800 95 N Riverview St Unit 311 Mike and Linda Kaufmann 6,573 230.00 90.025229 47,634.73 1,466.64 46,168.09

10 27301295900 95 N Riverview St Unit 313 Ankit and Urvi Patel 3,639 230.00 90.025229 26,371.95 1,561.98 24,809.97 11 27301296400 95 N Riverview St Unit 411 Kathleen A. Murphy 2,801 230.00 90.025229 20,298.93 1,590.00 18,708.93 12 27301296500 95 N Riverview St Unit 412 Sam and Carol Mcadow 3,760 230.00 90.025229 27,248.84 1,558.76 25,690.08 13 27301296600 95 N Riverview St Unit 413 Stacy and Frank Leary 3,656 230.00 90.025229 26,495.15 1,561.98 24,933.17 14 27301297000 95 N Riverview St Unit 512 Brent and Liz Crawford 7,844 233.83 90.025229 57,793.50 1,462.76 56,330.74 15 27301297100 95 N Riverview St Unit 514 Gordon and Laura Troup 4,045 230.00 90.025229 29,314.24 1,550.74 27,763.50 16 27301297500 95 N Riverview St Unit 611 Rex Elsass 4,586 321.41 90.025229 46,444.02 1,530.70 44,913.32 17 27301297600 95 N Riverview St Unit 613 Brent and Christina Yates 5,148 230.00 90.025229 37,307.72 1,551.42 35,756.30 18 27301297700 95 N Riverview St Unit 615 Bob and Sue Massey 4,332 230.00 90.025229 31,394.14 1,577.68 29,816.46 19 27301298000 95 N Riverview St Unit 714 Patrick and Ann Hurley 2,388 230.00 90.025229 17,305.91 1,603.60 15,702.31 20 27301294600 105 N Riverview St Unit 115 Daniel and Kimberly Cannell 2,291 230.00 90.025229 16,602.95 1,606.80 14,996.15 21 27301294700 105 N Riverview St Unit 116 James K. Cassidy 2,330 230.00 90.025229 16,885.58 1,606.80 15,278.78 22 27301294800 105 N Riverview St Unit 117 Linda A. Slangen 4,168 230.00 90.025229 30,205.62 1,545.14 28,660.48 23 27301294900 105 N Riverview St Unit 118 Sam Gallo 5,426 230.00 90.025229 39,322.39 1,502.68 37,819.71 24 27301295400 105 N Riverview St Unit 215 Laura and John Teteris 3,691 230.00 90.025229 26,748.79 1,600.68 25,148.11 25 27301295500 105 N Riverview St Unit 216 Hardknocks Limited Partnership 3,762 230.00 90.025229 27,263.33 1,597.38 25,665.95 26 27301295600 105 N Riverview St Unit 217 William and Nancy Lampert 2,527 230.00 90.025229 18,313.25 1,598.00 16,715.25 27 27301295700 105 N Riverview St Unit 218 Pamela L. Moore 3,354 230.00 90.025229 24,306.54 1,573.18 22,733.36 28 27301296000 105 N Riverview St Unit 314 John E Waldron 3,641 230.00 90.025229 26,386.44 1,561.98 24,824.46 29 27301296100 105 N Riverview St Unit 315 John and Kari Palmer 3,757 230.00 90.025229 27,227.10 1,558.76 25,668.34 30 27301296200 105 N Riverview St Unit 316 Pamela Liebert 3,603 230.00 90.025229 26,111.05 1,603.14 24,507.91 31 27301296300 105 N Riverview St Unit 317 Lynda Hoffman 2,775 230.00 90.025229 20,110.51 1,629.40 18,481.11 32 27301296700 105 N Riverview St Unit 414 Terry E George 3,656 230.00 90.025229 26,495.15 1,561.98 24,933.17 33 27301296800 105 N Riverview St Unit 415 Ammar Karmi 4,095 230.00 90.025229 29,676.59 1,547.54 28,129.05 34 27301296900 105 N Riverview St Unit 416 Eric B. Miller 2,791 230.00 90.025229 20,226.46 1,590.00 18,636.46 35 27301297200 105 N Riverview St Unit 515 Joyce M. Zallanta 3,816 234.43 90.025229 28,187.80 1,556.36 26,631.44 36 27301297300 105 N Riverview St Unit 516 Joe and Pat Blancato 3,773 230.00 90.025229 27,343.05 1,558.76 25,784.29 37 27301297400 105 N Riverview St Unit 517 Stephen J. Young 3,488 230.00 90.025229 25,277.64 1,567.58 23,710.06 38 27301297800 105 N Riverview St Unit 616 Mark and Erin Russell 5,872 236.19 90.025229 43,699.60 1,489.06 42,210.54 39 27301297900 105 N Riverview St Unit 617 Jack Investments 5,168 230.00 90.025229 37,452.66 1,548.96 35,903.70 40 27301298100 105 N Riverview St Unit 715 Cyndi Lane 4,110 230.00 90.025229 29,785.30 1,585.88 28,199.42 41 27301298200 105 N Riverview St Unit 717 Ross Youngs 3,309 232.61 90.025229 24,252.35 1,573.18 22,679.17

Totals/Avg 151,895 232.65$ 90.025229 1,116,894.76$ 63,738.72$ 1,053,156.04$

- 17 -

Appendix A – NCA Assessed Valuation Charges (Continued)

II. H Block Townhomes


FootageNCA Charge

per SF Effective MillsAnnual NCA


RevenueTotal NCA

Charge Amount1 27301305400 4450 Tuller Ridge Kit Yee Cheng 2,623 190.00$ 90.025229 15,703.06$ -$ 15,703.06$ 2 27301305500 4446 Tuller Ridge Carlos Sanchez 1,725 190.00 90.025229 10,327.02 - 10,327.02 3 27301305600 4440 Tuller Ridge BP Hblock 2,616 190.00 90.025229 15,661.15 - 15,661.15 4 27301305700 6657 Dale Drive BP Hblock 3,049 190.00 90.025229 18,253.38 - 18,253.38 5 27301305800 6661 Dale Drive BP Hblock 2,959 190.00 90.025229 17,714.58 - 17,714.58 6 27301305900 6667 Dale Drive Matthew Lasky 2,617 190.00 90.025229 15,667.14 - 15,667.14 7 27301306000 6671 Dale Drive BP Hblock 2,620 190.00 90.025229 15,685.10 - 15,685.10 8 27301306100 6675 Dale Drive Machelle Eppler 2,961 190.00 90.025229 17,726.55 - 17,726.55 9 27301306200 6677 Dale Drive Terry Lanham 3,067 190.00 90.025229 18,361.14 - 18,361.14

10 27301306300 6679 Dale Drive BP Hblock 2,621 190.00 90.025229 15,691.08 - 15,691.08 11 27301306400 6681 Dale Drive Yuzhou Jiang 1,730 190.00 90.025229 10,356.95 - 10,356.95 12 27301306500 6683 Dale Drive BP Hblock 2,624 190.00 90.025229 15,709.04 - 15,709.04 13 27301306600 6690 Mooney Street Cynthia Lima 2,619 190.00 90.025229 15,679.11 - 15,679.11 14 27301306700 6684 Mooney Street Thomas Suhm 1,725 190.00 90.025229 10,327.02 - 10,327.02 15 27301306800 6682 Mooney Street Craig Douglas 3,043 190.00 90.025229 18,217.46 - 18,217.46 16 27301306900 6672 Mooney Street Jerry Begue 2,983 190.00 90.025229 17,858.26 - 17,858.26 17 27301307000 6668 Mooney Street BP Hblock 2,623 190.00 90.025229 15,703.06 - 15,703.06 18 27301307100 6664 Mooney Street BP Hblock 2,623 190.00 90.025229 15,703.06 - 15,703.06 19 27301307200 6662 Mooney Street Christopher Watson 1,722 190.00 90.025229 10,309.06 - 10,309.06 20 27301307300 6658 Mooney Street John Dygert 3,051 190.00 90.025229 18,265.35 - 18,265.35 21 27301307400 4460 Tuller Ridge Carlos Sanchez 1,722 190.00 90.025229 10,309.06 - 10,309.06 22 27301307500 4454 Tuller Ridge Sage Hoffman 2,624 190.00 90.025229 15,709.04 - 15,709.04

Totals/Avg 55,947 190.00$ 90.025229 334,936.66$ -$ 334,936.66$

III. D Block Condos


FootageNCA Charge

per SF Effective MillsAnnual NCA


RevenueTotal NCA

Charge Amount1 27301304800 Longshore St Unit D1-A BP D Block Commercial Inv. 103,270 230.00$ 90.025229 748,400.88$ -$ 748,400.88$

Totals/Avg 478,314 230.00$ 90.025229 748,400.88$ -$ 748,400.88$

- 0 -

Appendix B – Service Payment and Minimum Service Payments

Parcel Owner Asset Name TIF Land Value

Service Payments from Increased Land

ValueBuilding Market

Value

Service Payments from

Building

Service Payments

credit against MSP Obligation

MSP Amount owed after

Service Payment

Reduction

27301302500 Dublin West A LLC Commercial 218,300.00$ 7,678.61$ 2,228,100.00$ 78,372.49$ 86,051.10 -$ 27301298400 Dublin West A LLC Commercial 144,700.00 5,089.76 1,091,200.00 38,382.50 43,472.27 -

Total Z Block Commercial 363,000.00$ 12,768.37$ 3,319,300.00$ 116,754.99$ 129,523.37$ -$

27301272400 Dublin West B LLC Z Parking Garage 344,200.00$ 12,107.09$ 4,655,000.00 -$ 12,107.09 -$

Multiple Dublin West C LLC Z Block Condos 2,281,200.00$ 71,877.94$ 29,757,600.00 - 71,877.94 -$

27301298400 Dublin West D LLC Z2 Apartments 144,700.00$ 5,089.76$ 1,091,200.00 38,382.50$ 43,472.27 -$

27301275400 Bridge Park A Block Garage LLC A Block Garage -$ -$ 7,930,000.00$ -$ -$ -$ 27301275500 Bridge Park A Block Garage LLC A Block Garage - - 90,000.00 3,165.71 3,165.71 -$

Total A Block Garage -$ -$ 8,020,000.00$ 3,165.71$ 3,165.71$ -$

27301271900 Bridge Park Hotel LLC AC Marriott -$ -$ 15,046,000.00$ 529,236.77$ 529,236.77 175,231.23$

27301272000 Bridge Park Events Center LLC Events Center 1,400.00$ 49.24$ 7,768,100.00$ -$ 49.24 83,284.12$

27301272100 Bridge Park Ablock Office LLC A Block Office 1,920,200.00$ 67,542.23$ 2,640,000.00$ 92,860.90$ 160,403.13 184,778.87$

27301275200 Bridge Park Hblock LLC H Townhomes -$ -$ -$ -$ -$ -$ 27301275100 Bridge Park Hblock LLC H Townhomes - - 3,015,400.00 - - -

Total H Block -$ -$ 3,015,400.00$ -$ -$ -$

27301304800 Bridge Park DBlock Commercial Investments LLC D1 Commercial -$ -$ -$ -$ -$ 198,057.00$ 27301305000 Bridge Park DBlock Commercial Investments LLC D2 Commercial - - - - - 410,430.00 27301302900 Bridge Park DBlock Commercial Investments LLC D3 Commercial - - - - - 434,918.00 27301305200 Bridge Park DBlock Commercial Investments LLC D4 Market - - - - - - 27301305300 Bridge Park DBlock Commercial Investments LLC D4 Apartments - - - - - 274,617.00

Total D Block Commercial -$ -$ -$ -$ -$ 1,318,022.00$

27301305100 Bridge Park DBlock Commercial Investments LLC D5 Parking Garage -$ -$ -$ -$ -$ -$

27301304900 Bridge Park DBlock Condo Investments LLC D1 Condos -$ -$ -$ -$ -$ -$

Totals 5,054,700.00$ 169,434.65$ 75,312,600.00$ 780,400.88$ 949,835.53$ 1,761,316.21$

15573555v1

A-2

EXHIBIT B

CALENDAR YEAR 2021 BUDGET DETAIL FOR THE


[Attached]

15573619v2



M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________



ESTABLISHING THE COMMUNITY DEVELOPMENT CHARGE OF THE BRIDGE PARK NEW COMMUNITY AUTHORITY, CITY OF DUBLIN, OHIO, UNDER CHAPTER 349 OF THE OHIO REVISED CODE FOR CALENDAR YEAR 2021.

WHEREAS, the Authority, a new community authority and body corporate and politic established pursuant to Chapter 349 of the Ohio Revised Code (the “Act”), is required pursuant to Article V of the Declaration of Covenants and Restrictions for the Bridge Park New Community Authority, dated December 11, 2015 (the “Declaration”), at its annual Fiscal Meeting to establish and set the applicable rates for the Charge (capitalized terms not herein defined having the meanings provided to them in the Declaration), based on the revenue required to be collected by the Authority in order to meet the Budget for the applicable calendar year; and

WHEREAS, pursuant to Resolution No. 2020-03, this Board approved a Budget for calendar year 2021; and

WHEREAS, in order to meet the obligations of the Authority for calendar year 2021 under the Budget, it is necessary for the Authority impose, as a uniform charge on each Chargeable Parcel with similar use, (i) an Assessed Valuation Charge on all Chargeable Parcels; (ii) a Hotel Charge on any Hotel Parcel that is a Chargeable Parcel in the District; (iii) a Retail Charge in the amount of 0.5% on gross receipts of Retail Parcels and rental fees paid with respect to the Events Center; and (iv) a Debt Service Coverage Charge on all Chargeable Parcels.

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WHEREAS, pursuant to Section 6.01 of the Declaration, the Authority is authorized to determine at its annual Fiscal Meeting whether any portion or all of the Charge should be waived, reduced, increased or terminated; and

WHEREAS, in order to meet the obligations of the Authority for calendar year 2021 under the Budget, it is not necessary at this time for the Authority to impose any Charge consisting of the Debt Service Coverage Charge;


Section 1. This Board hereby determines that the Charge is imposed and is due for calendar year 2021 as follows:

(i) There shall be an Assessed Valuation Charge imposed upon all Chargeable Parcels identified in Exhibit A hereto in the amounts set forth on such Exhibit A.

(ii) There shall be a Hotel Charge imposed upon all Hotel Parcels at the rate of one percent (1.0%) of gross receipts from transactions by which lodging is or is to be furnished by a Hotel to a guest. Pursuant to Section 5.11 of the Declaration, and beginning in the first month after the applicable Completion Date, the Hotel Charge shall be payable in arrears on a monthly basis due no later than the 15th day of each month.

(iii) This Board hereby determines that the Retail Charge is imposed and is due in the amount of 0.5% on gross receipts of Retail Parcels and rental fees paid with respect to the Events Center.

(iv) The Board hereby waives, at this time, a Debt Service Coverage Charge during calendar year 2021.

Section 2. The Chairperson and Treasurer are hereby authorized to take such actions consistent with the Act, including specifically Ohio Revised Code Section 349.06, and the Declaration as may be necessary to appoint or contract with a Charge Administrator for the purposes of collecting the Assessed Valuation Charge, the Hotel Charge, and the Retail Charge during calendar year 2021.

Section 3. This Board hereby finds and determines that all formal actions taken relative to the passage of this Resolution were taken in an open meeting of this Board, and that all deliberations of this Board and of its committees, if any, which resulted in formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements.

[Balance of Page Intentionally Left Blank]

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Voting Aye:

Voting Nay:



CERTIFICATE



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Exhibit A to Resolution No. 2020-04

Assessed Valuation Charge

See Calculation Agent Report attached to Resolution 2020-03

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M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________ M__. __________



A RESOLUTION PROVIDING FOR THE ADOPTION OF INSURANCE AND BOND COVERAGE FOR THE AUTHORITY AND THE BOARD PURSUANT TO OHIO REVISED CODE SECTION 349.04.

WHEREAS, the Bridge Park New Community Authority (the “Authority”) has been created and the Board of Trustees of the Authority (the “Board”) has been appointed pursuant to the authority contained in Ohio Revised Code Chapter 349; and

WHEREAS, it is necessary to extend and approve bond coverage for each of the members of the Board pursuant to Ohio Revised Code Section 349.04 and an insurance coverage plan for the Authority and the Board.


Section 1. The Chairperson, Vice-Chairperson and Treasurer, together or individually, are authorized to obtain the bond coverage and insurance coverage necessary for the Board and the Authority and agree to such coverages provided therein on behalf of the Authority and the Board, including by executing any documents necessary to secure such coverages. The Chairperson, Vice-Chairperson and Treasurer, together or individually, are authorized to cooperate with the Authority’s legal counsel to obtain the necessary bond coverage and insurance coverage.

Section 2. This Board hereby finds and determines that all formal actions taken relative to the passage of this Resolution were taken in an open meeting of this Board, and that

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all deliberations of this Board and of its committees, if any, which resulted in formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements.



Voting Aye:

Voting Nay:



CERTIFICATE



bridge park new community authority board of …...sep 24, 2020 · 15520106v1 bridge park new...

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