City of Middletown

November 16, 2021 Agenda

20211116.PDF

Corrected Workbook November 16, 2021

11-16-2021 WORKBOOK.PDF

1.

Documents:

1.I.

Documents:

https://www.cityofmiddletown.org/6bbfe8fc-c507-469b-b6e4-eeb1000ec1ba

MIDDLETOWN CITY COUNCIL AGENDA

TUESDAY, November 16, 2021

CITY COUNCIL BUSINESS MEETING – 5:30 PM – COUNCIL CHAMBERS – LOWER LEVEL MOMENT OF MEDITATION/PLEDGE OF ALLEGIANCE TO THE FLAG/ROLL CALL PRESENTATION- Jeff Payne, DMI Security Update CITIZEN COMMENTS COUNCIL COMMENTS CITY MANAGER REPORTS Scott Tadych- FY 2022 Central Avenue Improvement Project Update CONSENT AGENDA. . . Matters listed under the Consent Agenda are considered to be routine and will be enacted by one motion and one vote of consent. There will be no separate discussion of these items. If discussion is desired, that item will be removed and considered separately.

a) Confirm the personnel appointments of Michael Bishop and Thomas Pence to the position of Maintenance Worker in the Department of Public Works and Utilities, Storm Water Maintenance Division; Bradley Brown to the position of Maintenance Worker in the Department of Public Works and Utilities, Water Maintenance Division; Kayla Carle to the position of Payroll Administrator in the Department of Finance, Division of Treasury; and Anna Matala to the position of Dispatcher in the Department of Public Safety, Division of Police.

b) Confirm the termination of Glen Glidewell, Water Reclamation Operator, in the Public Works Department.

c) Receive and file an oath of office for Anthony Scott d) Authorize the purchase of a new Caterpillar Mobile Generator from Ohio CAT to provide backup

power, as needed, to the Wastewater Collection System Pump Stations. e) Receive and file the escrow agreement between the City of Middletown and U.S. Bank National

Association f) Receive and file the Certificate of Estimated Life and Maximum Maturity (Fire Levy Bonds) g) Adjust the contract authorization for the contract with Queen City Mechanicals to install a

sanitary sewer connection from the JETS Hanger to the City’s sanitary sewer from $55,300 to $61,000. Contract authorization was initially approved by City Council on October 19, 2021.

LEGISLATION

1. Ordinance No. O2021-95, an ordinance authorizing an amendment to the Community Reinvestment Area agreement between the City of Middletown, O’Reilly Auto Enterprises, LLC and Agree Middletown Oh, LLC. (Second Reading)

2. Ordinance No. O2021-96, an ordinance authorizing an amendment to the Community Reinvestment Area agreement between the City of Middletown and Torchlight Pass, LLC. (Second Reading)



3. Ordinance No. O2021-97, an ordinance authorizing a second amendment to the Community Reinvestment Area agreement between the City of Middletown and Mike Allen Real Estate Holdings, LLC and Allen Group Enterprise, LLC dba BMW Motorcycles of Greater Cincinnati. (Second Reading)

4. Ordinance No. O2021-98, an ordinance authorizing an amendment to the Community

Reinvestment Area agreement between the City of Middletown and MLH Developers. (Second Reading)

5. Ordinance No. O2021-100, an ordinance authorizing a contract with Brandstetter Carroll, Inc.

for engineering and design services for the Airport Runway Safety Area Remediation Project. (Second Reading)

6. Ordinance No. O2021-101 an ordinance establishing a procedure for and authorizing a

contract with Hazen and Sawyer for the design of a lime solids processing facility at the Water Treatment Plant. (Second Reading)

7. Ordinance No. O2021-102, an ordinance establishing a procedure for and authorizing purchases of asphalt by the City Purchasing Agent in 2022. (Second Reading)

8. Ordinance No. O2021-103, an ordinance authorizing a contract with Duke Energy for capital upgrades to convert street lights to LED heads – Phase 2. (Second Reading)

9. Ordinance No. O2021-104, an ordinance authorizing the amendment of a contract with Rumpke of Ohio, Inc. for refuse collection and disposal. (Second Reading)

10. Ordinance No. O2021-105, an ordinance establishing pay ranges, pay policy and benefits for various salaried and hourly classifications within the service of the City. (Second Reading)

11. Ordinance No. O2021-106, an ordinance establishing pay ranges, pay policy and benefits for

various salaried and hourly classifications within the service of the City that are hired January 1, 2018 or later. (Second Reading)

12. Ordinance No. O2021-107, an ordinance establishing pay ranges and certain benefits for employee classifications in the Middletown Department of Health and Environment. (Second Reading)

13. Resolution No. R2021-41, a resolution to make appropriations for current expenses and other

expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2022. (Annual Budget – 2022). (Second Reading)

14. Resolution No. R2021-42, a resolution establishing a budget for the use of American Rescue Plan Act of 2021 funds by the City of Middletown. (Second Reading)



15. Resolution No. R2021-43, a resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021 and declaring an emergency. (General & Airport Funds)

16. Ordinance No. O2021-109, an ordinance authorizing the defeasance of a portion of the City’s outstanding various purpose refunding bonds, series 2017, and declaring an emergency.

17. Ordinance No. O2021-110, an ordinance declaring necessity of bond issue in the amount of $16,800,000 and submitting the question of such bond issue to the electors; and declaring an emergency.

18. Ordinance No. O2021-111, an ordinance authorizing the use of a portion of the proceeds of obligations of the City of Middletown, Ohio in the estimated principal amount of $16,800,000, to be issued for the purpose of constructing fire facilities; furnishing and equipping the same; improving the sites thereof; and acquiring interests in land as necessary in connection therewith; and declaring an emergency.

19. Resolution No. R2021-44, a resolution to make adjustments to appropriations for current

expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021 and declaring an emergency. (Appropriation Transfer – General Fund)

20. Ordinance No. O2021-112, an ordinance authorizing the City Manager to enter into a Memorandum of Understanding with the FOP/OLC (Dispatchers) regarding recruitment and retention of dispatchers and declaring an emergency.

21. Resolution No. R2021-45, a resolution adopting the applicable portions of the 2017-2022 Butler County, Ohio Natural Hazard Mitigation Plan on behalf of the City of Middletown and declaring an emergency.

22. Resolution No. R2021-46, a resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021 and declaring an emergency. (Street Levy Fund)

23. Ordinance No. O2021-113, an ordinance authorizing an agreement with Cincinnati Commercial Contracting to pay a portion of the costs associated with construction of sanitary sewer and water mains in MADE Industrial Park and declaring an emergency.

24. Ordinance No. O2021-114, an ordinance authorizing an amendment of Ordinance No. O2021-37 which authorized a land swap and development agreement with Dickie D. Brandon, Trustee of the O.L.C. Revocable Land Trust, Dickie Brandon and Phillip Brandon. (First Reading)



25. Ordinance No. O2021-115, an ordinance establishing a procedure for and authorizing a contract with Neighborhood Housing Services of Hamilton, Inc. for implementation of a first-time homebuyer assistance program. (First Reading)

26. Ordinance No. O2021-99, an ordinance authorizing the City Manager to enter into a small business grant agreement with Ohio Soda, LLC. (First Reading)

27. Resolution No. R2021-47, a resolution authorizing an agreement granting tax abatement to

Ohio Soda, LLC for redevelopment of 1700 Central Avenue in the Downtown Middletown Community Reinvestment Area. (First Reading)

28. Resolution No. R2021-48, a resolution authorizing an agreement granting tax abatement to Hutch, LLC for redevelopment of 52 S. Broad Street (commonly known as the Journal News Building) in the Downtown Middletown Community Reinvestment Area. (First Reading)

NEW BUSINESS



CITY COUNCIL BUSINESS MEETING – 5:30 PM – COUNCIL CHAMBERS – LOWER LEVEL MOMENT OF MEDITATION/PLEDGE OF ALLEGIANCE TO THE FLAG/ROLL CALL PRESENTATION- Jeff Payne, DMI Security Update CITIZEN COMMENTS COUNCIL COMMENTS CITY MANAGER REPORTS Scott Tadych- FY 2022 Central Avenue Improvement Project Update CONSENT AGENDA. . . Matters listed under the Consent Agenda are considered to be routine and will be enacted by one motion and one vote of consent. There will be no separate discussion of these items. If discussion is desired, that item will be removed and considered separately.

a) Confirm the personnel appointments of Michael Bishop and Thomas Pence to the position of Maintenance Worker in the Department of Public Works and Utilities, Storm Water Maintenance Division; Bradley Brown to the position of Maintenance Worker in the Department of Public Works and Utilities, Water Maintenance Division; Kayla Carle to the position of Payroll Administrator in the Department of Finance, Division of Treasury; and Anna Matala to the position of Dispatcher in the Department of Public Safety, Division of Police.

b) Confirm the termination of Glen Glidewell, Water Reclamation Operator, in the Public Works Department.

c) Receive and file an oath of office for Anthony Scott d) Authorize the purchase of a new Caterpillar Mobile Generator from Ohio CAT to provide backup

power, as needed, to the Wastewater Collection System Pump Stations. e) Receive and file the escrow agreement between the City of Middletown and U.S. Bank National

Association f) Receive and file the Certificate of Estimated Life and Maximum Maturity (Fire Levy Bonds) g) Adjust the contract authorization for the contract with Queen City Mechanicals to install a

sanitary sewer connection from the JETS Hanger to the City’s sanitary sewer from $55,300 to $61,000. Contract authorization was initially approved by City Council on October 19, 2021.

LEGISLATION

1. Ordinance No. O2021-95, an ordinance authorizing an amendment to the Community Reinvestment Area agreement between the City of Middletown, O’Reilly Auto Enterprises, LLC and Agree Middletown Oh, LLC. (Second Reading)

2. Ordinance No. O2021-96, an ordinance authorizing an amendment to the Community Reinvestment Area agreement between the City of Middletown and Torchlight Pass, LLC. (Second Reading)



3. Ordinance No. O2021-97, an ordinance authorizing a second amendment to the Community Reinvestment Area agreement between the City of Middletown and Mike Allen Real Estate Holdings, LLC and Allen Group Enterprise, LLC dba BMW Motorcycles of Greater Cincinnati. (Second Reading)

4. Ordinance No. O2021-98, an ordinance authorizing an amendment to the Community

Reinvestment Area agreement between the City of Middletown and MLH Developers. (Second Reading)

5. Ordinance No. O2021-100, an ordinance authorizing a contract with Brandstetter Carroll, Inc.

for engineering and design services for the Airport Runway Safety Area Remediation Project. (Second Reading)

6. Ordinance No. O2021-101 an ordinance establishing a procedure for and authorizing a

contract with Hazen and Sawyer for the design of a lime solids processing facility at the Water Treatment Plant. (Second Reading)

7. Ordinance No. O2021-102, an ordinance establishing a procedure for and authorizing purchases of asphalt by the City Purchasing Agent in 2022. (Second Reading)

8. Ordinance No. O2021-103, an ordinance authorizing a contract with Duke Energy for capital upgrades to convert street lights to LED heads – Phase 2. (Second Reading)

9. Ordinance No. O2021-104, an ordinance authorizing the amendment of a contract with Rumpke of Ohio, Inc. for refuse collection and disposal. (Second Reading)

10. Ordinance No. O2021-105, an ordinance establishing pay ranges, pay policy and benefits for various salaried and hourly classifications within the service of the City. (Second Reading)

11. Ordinance No. O2021-106, an ordinance establishing pay ranges, pay policy and benefits for

various salaried and hourly classifications within the service of the City that are hired January 1, 2018 or later. (Second Reading)

12. Ordinance No. O2021-107, an ordinance establishing pay ranges and certain benefits for employee classifications in the Middletown Department of Health and Environment. (Second Reading)

13. Resolution No. R2021-41, a resolution to make appropriations for current expenses and other

expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2022. (Annual Budget – 2022). (Second Reading)

14. Resolution No. R2021-42, a resolution establishing a budget for the use of American Rescue Plan Act of 2021 funds by the City of Middletown. (Second Reading)



15. Resolution No. R2021-43, a resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021 and declaring an emergency. (General & Airport Funds)

16. Ordinance No. O2021-109, an ordinance authorizing the defeasance of a portion of the City’s outstanding various purpose refunding bonds, series 2017, and declaring an emergency.

17. Ordinance No. O2021-110, an ordinance declaring necessity of bond issue in the amount of $16,800,000 and submitting the question of such bond issue to the electors; and declaring an emergency.

18. Ordinance No. O2021-111, an ordinance authorizing the use of a portion of the proceeds of obligations of the City of Middletown, Ohio in the estimated principal amount of $16,800,000, to be issued for the purpose of constructing fire facilities; furnishing and equipping the same; improving the sites thereof; and acquiring interests in land as necessary in connection therewith; and declaring an emergency.

19. Resolution No. R2021-44, a resolution to make adjustments to appropriations for current

expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021 and declaring an emergency. (Appropriation Transfer – General Fund)

20. Ordinance No. O2021-112, an ordinance authorizing the City Manager to enter into a Memorandum of Understanding with the FOP/OLC (Dispatchers) regarding recruitment and retention of dispatchers and declaring an emergency.

21. Resolution No. R2021-45, a resolution adopting the applicable portions of the 2017-2022 Butler County, Ohio Natural Hazard Mitigation Plan on behalf of the City of Middletown and declaring an emergency.

22. Resolution No. R2021-46, a resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021 and declaring an emergency. (Street Levy Fund)

23. Ordinance No. O2021-113, an ordinance authorizing an agreement with Cincinnati Commercial Contracting to pay a portion of the costs associated with construction of sanitary sewer and water mains in MADE Industrial Park and declaring an emergency.

24. Ordinance No. O2021-114, an ordinance authorizing an amendment of Ordinance No. O2021-37 which authorized a land swap and development agreement with Dickie D. Brandon, Trustee of the O.L.C. Revocable Land Trust, Dickie Brandon and Phillip Brandon. (First Reading)



25. Ordinance No. O2021-115, an ordinance establishing a procedure for and authorizing a contract with Neighborhood Housing Services of Hamilton, Inc. for implementation of a first-time homebuyer assistance program. (First Reading)

26. Ordinance No. O2021-99, an ordinance authorizing the City Manager to enter into a small business grant agreement with Ohio Soda, LLC. (First Reading)

27. Resolution No. R2021-47, a resolution authorizing an agreement granting tax abatement to

Ohio Soda, LLC for redevelopment of 1700 Central Avenue in the Downtown Middletown Community Reinvestment Area. (First Reading)

28. Resolution No. R2021-48, a resolution authorizing an agreement granting tax abatement to Hutch, LLC for redevelopment of 52 S. Broad Street (commonly known as the Journal News Building) in the Downtown Middletown Community Reinvestment Area. (First Reading)

NEW BUSINESS

PRESENTATION

CITIZEN COMMENTS

COUNCIL COMMENTS

CITY MANAGER REPORTS

CONSENT AGENDA

HUMAN RESOURCES

November 8, 2021 TO: James Palenick, City Manager FROM: Rachel Combs, Human Resources Manager SUBJECT: APPOINTMENT – MAINTENANCE WORKER We are recommending the conditional appointment of MICHAEL BISHOP to the position of Maintenance Worker in the Department of Public Works and Utilities, Storm Water Maintenance Division. Mr. Bishop was selected from the eligibility list as a result of Civil Service testing procedures. He will fill the vacancy created by the lateral transfer of Dustin Alcorn to Parks Maintenance. Mr. Bishop will be assigned to Range PW-3, Step A which provides a salary of $17.69 hourly and $36,795.20 annually. The appointment is conditional upon the candidate successfully passing the required background and medical evaluation. /me c: Amy Schenck, Clerk of Council Scott Tadych, Public Works Director Brian Adams, Public Works Superintendent

Charlie Anderson, Public Works Superintendent Human Resources Finance (Payroll) file ccmtg11/16/2021 STORM WATER MAINTENANCE Authorized Strength – 9.5 Current Staff Level – 7.5 .

HUMAN RESOURCES

November 8, 2021 TO: James Palenick, City Manager FROM: Rachel Combs, Human Resources Manager SUBJECT: APPOINTMENT – MAINTENANCE WORKER We are recommending the conditional appointment of THOMAS PENCE to the position of Maintenance Worker in the Department of Public Works and Utilities, Storm Water Maintenance Division. Mr. Pence was selected from the eligibility list as a result of Civil Service testing procedures. He will fill the vacancy created by the promotion of Matthew Hale to Equipment Operator. Mr. Pence will be assigned to Range PW-3, Step A which is provides a salary of $17.69 hourly and $36,795.20 annually. The appointment is conditional upon the candidate successfully passing the required background and medical evaluation. /me c: Amy Schenck, Clerk of Council Scott Tadych, Public Works Director Brian Adams, Public Works Superintendent

Charlie Anderson, Public Works Superintendent Human Resources Finance (Payroll) file ccmtg11/16/2021 STORM WATER MAINTENANCE Authorized Strength – 9.5 Current Staff Level – 7.5 .

HUMAN RESOURCES

November 8, 2021 TO: James Palenick, City Manager FROM: Rachel Combs, Human Resources Manager SUBJECT: APPOINTMENT – MAINTENANCE WORKER We are recommending the conditional appointment of BRADLEY BROWN to the position of Maintenance Worker in the Department of Public Works and Utilities, Water Maintenance Division. Mr. Brown was selected from the eligibility list as a result of Civil Service testing procedures. He will fill the vacancy created by the lateral transfer of Charles Jacob Daniels to Sewer Maintenance. Mr. Brown will be assigned to Range PW-3, Step A which is provides a salary of $17.69 hourly and $36,795.20 annually. The appointment is conditional upon the candidate successfully passing the required background and medical evaluation. /me c: Amy Schenck, Clerk of Council Scott Tadych, Public Works Director Brian Adams, Public Works Superintendent

Charlie Anderson, Public Works Superintendent Human Resources Finance (Payroll) file ccmtg11/16/21 WATER MAINTENANCE Authorized Strength – 15 Current Staff Level – 13 .

HUMAN RESOURCES November 8, 2021 TO: James Palenick, City Manager FROM: Rachel Combs, Human Resources Manager SUBJECT: APPOINTMENT – PAYROLL ADMINISTRATOR We are recommending the appointment of KAYLA CARLE to the position of Payroll Administrator in the Department of Finance, Division of Treasury. Ms. Carle will fill the vacancy created by the anticipated resignation of Karen Robinson. Ms. Carle will be assigned to Salary Range 183, Step F, which provides a salary of $2,200.88 biweekly, $57,222.88 annually. The effective date of the appointment is November 17, 2021. /me c: Amy Schenck, Clerk of Council Nathan Cahall. Finance Director

Barbara Bradley, Assistant Finance Director Human Resources

Finance (Payroll) File Ccmtg11/16/2021 TREASURY Authorized Strength - 3 Current Staff Level – 3 (including Karen Robinson)

HUMAN RESOURCES

November 9, 2021 TO: James Palenick, City Manager FROM: Rachel Combs, Human Resources Manager SUBJECT: APPOINTMENT – DISPATCHER We are recommending the conditional appointment of ANNA MATALA to the position of Dispatcher in the Department of Public Safety, Division of Police. Ms. Matala was selected from the eligibility list as a result of Civil Service testing procedures. She will fill the vacancy created by the resignation of Sydney Hensley. Ms. Matala will be assigned to Range PC-7 Probationary Range which provides a salary of $1,424.52 bi-weekly, $37,037.52 annually. The appointment is conditional on the candidate passing the required medical evaluation. /me c: Amy Schenck, Clerk of Council

David Birk, Police Chief Human Resources Finance (Payroll) file ccmtg11/16/21 DISPATCHER Authorized Strength – 15 Current Staff Level – 13 .

HUMAN RESOURCES

November 9, 2021 TO: James Palenick, City Manager FROM: Rachel Combs, Human Resources Manager SUBJECT: TERMINATION – GLEN GLIDEWELL, WATER RECLAMATION OPERATOR We are requesting confirmation from City Council to terminate Glen Glidewell, Water Reclamation Operator, in the Public Works Department. Mr. Glidewell was terminated effective November 8, 2021 for a violation of Chapter 129 of the City’s Policies and Procedures. The determination to terminate Mr. Glidewell was made after all notices were provided as required by law. c: Amy Schenck, Clerk of Council

Gerry Burris, Water Reclamation Manager Scott Tadych, Public Works & Utilities Director Human Resources Finance (Payroll) File

11/16/21ccmtg

S T A F F R E P O R T For the Business Meeting of: November 16, 2021 November 3, 2021 TO: Jim Palenick, City Manager FROM: Scott Tadych, Public Works and Utilities Director PREPARED BY: Nakita Lancaster, Assistant Public Works and Utilities Director PURPOSE To authorize the purchase of a new Caterpillar Mobile Generator from Ohio CAT to provide backup power, as needed, to the Wastewater Collection System Pump Stations. BACKGROUND AND FINDINGS In regards to any wastewater pumping stations, Ten States Standards1 requires emergency pumping capability. Per Ten State Standards, “Emergency pumping capability is required unless on-system overflow prevention is provided by adequate storage capacity. Emergency pumping capability shall be accomplished by connection of the station to at least two independent utility substations, by provision of portable or in-place internal combustion engine equipment to generate electrical or mechanical energy, or by the provision of portable pumping equipment.” Currently, none of the City’s seven (7) wastewater pumping stations have emergency pumping capabilities. This creates a risk for sewage to back up in basements where pumping systems are required to convey wastewater to the Water Reclamation Facility. Sewage backups in basements (water in basements (WIBs)) are prohibited under the City’s National Pollutant Discharge Elimination System (NPDES) permit through Ohio EPA. The City is required to report any WIBs as sanitary sewer overflows (SSOs) to Ohio EPA as part of its annual report. The City has been fortunate to not have power outages that result in pump stations being out of service for extended periods of time. However, the City is mindful that such events could occur and is proactively taking actions to ensure the reliability of our wastewater infrastructure. 1. Ten State Standards – Recommended Standards for Wastewater Facilities, 2014 is a guidance document representing industry best practices and commonly referenced by the Ohio EPA as standards for Wastewater Utilities.

Purchase: Portable Backup Generator – Wastewater Collection System Pump Stations

We recommend that the City purchase a portable backup generator that is capable of providing backup power to any and all of the seven wastewater pumping stations. The requested generator will be supplied with the necessary trailer assembly and cable hook-ups. The State of Ohio Department of Administrative Services has a State Term Schedule for the purchase of generators through Caterpillar (Sourcewell Contract #120617-CAT). The generator will purchased directly through Ohio CAT. ALTERNATIVES 1. The City could rent a portable generator, as needed. The concern here is the time it would take to get the generator in place and the availability of generators in the event of an emergency. 2. The City could install permanent generators at each of the seven (7) pump stations. Since the City has yet to experience power outages that necessitate the use of backup generators, it is difficult to justify the expense and additional maintenance demands. 3. The City could solicit proposals from other generator manufacturers. Where State Contracts exist, the City typically takes advantage of the State’s vetting process and contract negotiations rather than repeat the process. FINANCIAL IMPACT The cost of the mobile generator with freight cost is $73,371. Given the current supply chain disruptions, the City requests to carry a 10% contingency (an additional $7,337) in the event of cost escalation prior to placing our order. The total requested authorization is $80,708. Funds are appropriated in the sewer capital fund and should be applied to account number 495.880.54540. EMERGENCY/NON-EMERGENCY Consent Agenda

DRAFT 11/11/2021

ESCROW AGREEMENT

between

CITY OF MIDDLETOWN, OHIO

and

U.S. BANK NATIONAL ASSOCIATION

Dated

December ___, 2021

______________________________________

Relating to the Defeasance of these Securities Issued by the City of Middletown, Ohio:

Title Dated as of

Bonds Maturing on December 1

in the Years

Aggregate Principal Amount

Various Purpose Refunding Bonds,

Series 2017 August 2, 2017 2022 through 2027 $600,000

______________________________________

ESCROW AGREEMENT

between


and

U.S. BANK NATIONAL ASSOCIATION

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December ___, 2021, by and between the City of Middletown, Ohio (the “City”), a municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Ohio, and its Charter, and U.S. Bank National Association, in Columbus, Ohio (the “Escrow Trustee”), a national banking association duly organized and validly existing under the laws of the United States of America and authorized to exercise trust powers under Ohio law in its capacity as escrow trustee under this Agreement;

W I T N E S S E T H: WHEREAS, the City has previously issued the Defeased Bonds, outstanding in the

principal amount of $600,000, which Defeased Bonds were issued pursuant to the Original Bond Legislation; and

WHEREAS, the City desires to use available monies to defease the Defeased Bonds, all pursuant to the Authorizing Legislation; and

WHEREAS, it is the intent and purpose of this Agreement, entered into pursuant to the Act, to provide for the deposit and application of available monies needed for the purpose of defeasing the Defeased Bonds, in such manner as to provide for the payment of the Accruing Debt Charges on the Defeased Bonds and thereby to cause the Defeased Bonds to be deemed to be paid and discharged and no longer to be considered outstanding for purposes of the Act;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for the purposes stated in the preambles, the City and the Escrow Trustee covenant, agree and bind themselves as follows:

Section 1. Definitions. In addition to the terms Agreement, City, and Escrow Trustee defined above, the following terms as used in this Agreement shall have the following meanings:

“Accruing Debt Charges” means Debt Charges payable on the Defeased Bonds, after the date of this Agreement as they come due (at their stated payment dates) at the respective dates of payment of those Debt Charges, all as shown on attached EXHIBIT A.

“Act” means Chapter 133 of the Ohio Revised Code, including particularly but without limitation Section 133.34.

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“Authorizing Legislation” means Ordinance No. 2021-___ passed by the Taxing Authority on November ___, 2021.

“Bond Registrar” means U.S. Bank National Association, as bond registrar, authenticating agent, transfer agent and paying agent for the Defeased Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, the regulations (whether proposed, temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing, and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a section of the Code includes such applicable regulations, rulings, announcements, notices, procedures and determinations pertinent to that section.

“Debt Service” means the principal and interest required to be paid on the Defeased Bonds.

“Defeased Bonds” means that portion of the Various Purpose Refunding Bonds, Series 2017, dated as of August 2, 2017, outstanding in the aggregate principal amount of $600,000 and maturing annually in the years and in the amounts set forth below:

Maturity Date

(December 1) Principal Amount Interest Rate

2022 $95,000 2.000% 2023 70,000 2.000 2023 25,000 4.000 2024 95,000 5.000 2025 100,000 4.000 2026 105,000 5.000 2027 110,000 5.000

“Escrow Fund” means the City of Middletown, Ohio – 2021 Defeasance Escrow Fund

established pursuant to Section 2 and the Escrow Fund Deposits in it.

“Escrow Fund Deposits” means money and Escrow Securities, and investment earnings on and income derived from those Escrow Securities, in the Escrow Fund.

“Escrow Securities” means those Escrow Securities referred to in Section 4 and set forth on attached EXHIBIT B, and also includes Substitute Escrow Securities.

“Fiscal Officer” means the Director of Finance of the City.

“Government Obligations” means non-callable direct obligations of, and obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States of America, as referred to and defined in Section 133.34(D) of the Ohio Revised Code,

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that mature or are subject to redemption by and at the option of the holder not later than the date or dates when the monies will be required for purposes of this Agreement.

“Original Bond Legislation” means Ordinance No. O2017-27 passed by the Taxing Authority on July 5, 2017, authorizing the issuance of the Defeased Bonds.

“Paying Agent” means the designated paying agent or place of payment for the Defeased Bonds, and the designated successor. The Paying Agent for the Defeased Bonds is U.S. Bank National Association.

“State” means the State of Ohio.

“Substitute Escrow Securities” means those Substitute Escrow Securities referred to in Section 5.

“Taxing Authority” means the City Council of the City.

“Verification Report” means a report of an independent public accounting firm of national reputation determining and verifying initially (being the report referred to in Section 7), or at a subsequent time as provided for in this Agreement, the matters contemplated for such a report by Section 133.34(D) of the Ohio Revised Code. Those matters are, in substance, that the Escrow Securities, including interest or other investment income on them, are of such maturities (including redemption by and at the option of the holder) and payment dates as will be sufficient, without further investment or reinvestment of either the principal amount of or the investment income from those Escrow Securities, together with any monies held in the form of cash in the Escrow Fund, for the payment of Accruing Debt Charges on the Defeased Bonds, as provided in this Agreement.

Any reference to:

(i) The Taxing Authority, or to the City’s officers, or to other public officers, boards, commissions, departments, institutions, agencies, bodies or entities, shall include those succeeding to their functions, duties or responsibilities by operation of law, and also those at the time legally acting in their place.

(ii) A section or provision of the Ohio Revised Code, or to the laws of Ohio, shall include that section or provision and those laws as from time to time amended, modified, revised or superseded.

(iii) A Section or Exhibit, unless otherwise stated, is to that Section or Exhibit of this Agreement.

Section 2. Escrow Fund. In accordance with and for the purposes of the Authorizing Legislation and this Agreement, there is hereby established with the Escrow Trustee and ordered maintained in a separate deposit account (except when invested as hereinafter provided) a trust fund to be designated the “City of Middletown, Ohio – 2021 Defeasance Escrow Fund.” The Escrow Fund shall be held in the custody of the Escrow Trustee, and is to be held in trust for and pledged for the benefit, equally and ratably, of the holders of the Defeased Bonds, and shall be

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used and applied, and irrevocably committed, to pay the Accruing Debt Charges on the scheduled dates as shown on EXHIBIT A, all as provided in the Authorizing Legislation and this Agreement.

Section 3. Application of Money to and Investment of Escrow Fund. As of the date hereof, the City shall deliver or cause to be delivered $______ of available monies to the Escrow Trustee for deposit in the Escrow Fund for the defeasance of the Defeased Bonds. Of the aggregate amount of $______ to be deposited into the Escrow Fund for the Defeased Bonds, $_______ shall be immediately utilized by the Escrow Trustee to purchase the Escrow Securities (which shall be Government Obligations) identified on EXHIBIT B, and the balance of $____ shall be held in cash in the Escrow Fund.

Section 4. Escrow Securities.

(a) The Taxing Authority has heretofore found and determined that the investments in the Escrow Securities are advantageous and, based on the Verification Report referred to in Section 7, proper in yield and payment dates, in order to make available the necessary money to provide, from the proceeds of the Escrow Fund Deposits, for the payment when due of the applicable Accruing Debt Charges on the Defeased Bonds, and to meet the applicable requirements of Section 148 of the Code.

(b) The cash receipts derived from the Escrow Securities shall be credited to the Escrow Fund. If at any time any money in the Escrow Fund is not invested, the Escrow Trustee shall hold that money in cash without liability for interest or, at the written direction of the Fiscal Officer, shall invest that money in Government Obligations that shall both (i) mature on or prior to the date on which that money, together with the proceeds of other Escrow Fund Deposits will be needed, as evidenced by a Verification Report to be delivered to the Escrow Trustee, to pay Accruing Debt Charges on the scheduled dates as shown on EXHIBIT A for those payments, and (ii) bear interest or other investment income at such rate or rates as, in the opinion of nationally recognized bond counsel, will not cause the interest on the Defeased Bonds to become included in gross income for federal income tax purposes.

Section 5. Substitute Escrow Securities.

(a) At the written direction of the Fiscal Officer, the Escrow Trustee shall from time to time sell all or a portion of the Escrow Securities and purchase for deposit into the Escrow Fund other Government Obligations specified in that direction. Any such purchase of Substitute Escrow Securities shall be further evidenced by a supplemental EXHIBIT B, as appropriate, to be appended to this Agreement, and signed on behalf of the City by the Fiscal Officer and by the Escrow Trustee. The Escrow Trustee shall have received, prior to the substitution of Substitute Escrow Securities for other Escrow Securities, both:

(i) An opinion of nationally recognized bond counsel that the substitution is permitted under the terms of this Agreement and that sale, purchase and substitution will not cause the interest on the Defeased Bonds to become included in gross income of holders for federal income tax purposes, and

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(ii) A Verification Report relating to the respective Escrow Securities (including the Substitute Escrow Securities) and any money then to be in the Escrow Fund.

The Escrow Trustee shall deliver a copy of the Verification Report referred to in (ii) above to each rating service that has at the City’s request rated the Defeased Bonds.

(b) Any amount received by the Escrow Trustee upon any such sale of Escrow Securities which is in excess of the amount needed and used to purchase Substitute Escrow Securities or to be held in cash for the purposes of this Agreement in accordance with this Agreement and the Verification Report shall be paid promptly to the City. All costs relating to any such substitution or exchange of Escrow Securities, including without limitation the costs of obtaining the necessary opinions of bond counsel and Verification Report, shall be paid by the City.

Section 6. Application of Escrow Fund.

(a) Subject to the provisions of this Agreement, the Escrow Fund shall be held by the Escrow Trustee in trust for and irrevocably committed to pay, and shall be used solely to pay when due the Accruing Debt Charges.

(b) Money in the Escrow Fund shall be, and the Escrow Trustee agrees that money will be, used solely for the purposes as described in this Agreement, and the deposit of the money in the Escrow Fund shall be irrevocable. The Escrow Trustee further agrees that it will not surrender or otherwise attempt to redeem or otherwise negotiate the Escrow Securities except as they shall come due at maturity or redemption as shown on EXHIBIT B or when they become due following reinvestment pursuant to Section 4 or upon substitution of Escrow Securities in accordance with Section 5.

(c) Subject to the above requirements for the use of the Escrow Fund and of the Escrow Fund Deposits, and except as otherwise provided in this Agreement, the City and the Escrow Trustee covenant and agree that the Escrow Trustee shall have and exercise full and complete control and authority, and the City will not have or exercise any control or authority, over and with respect to the Escrow Fund and the Escrow Fund Deposits.

(d) On or before the day when Accruing Debt Charges are due and payable, the Escrow Trustee shall transmit to the Paying Agent for the Defeased Bonds, from monies then on deposit in the Escrow Fund, amounts sufficient for the Paying Agent to make payment of the Accruing Debt Charges then due and payable.

(e) The Escrow Trustee agrees that it will, promptly following the payment (or reserving money in the Escrow Fund for the payment) when due of all Accruing Debt Charges as provided for in this Agreement, pay to the City for credit to the Bond Retirement Fund any money then remaining in the Escrow Fund (except any money that is required to be reserved in the Escrow Fund for that payment).

(f) Any money that remains unclaimed in the Escrow Fund by any holder of a Defeased Bond, not presented for payment within a period of four years from the date that

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amount has become due or payable at maturity, shall be free of any trust or lien under this Agreement in favor of that holder, and shall be paid by the Escrow Trustee to the City.

(g) At least twice each year so long as the Escrow Fund is maintained, the Escrow Trustee shall send by first-class mail to the Fiscal Officer a statement with respect to the Escrow Fund, stating in detail the income, investments, sales, redemptions and withdrawals of monies relating to it for the immediately preceding six-month period.

Section 7. Verification Report. The Escrow Trustee acknowledges that it has received the Verification Report of Causey Demgen & Moore P.C., dated December ___, 2021. The City acknowledges that it is satisfied that that Verification Report complies with the requirements of the Trust Agreement for the Defeased Bonds, to be considered no longer outstanding.

Section 8. Defeasance Notice.

(a) The Escrow Trustee is hereby authorized and directed, and agrees, upon initial deposit of the Escrow Fund Deposits into the Escrow Fund:

(i) On behalf of the City to give timely notice to (A) the Municipal Securities Rulemaking Board, (B) the Ohio Municipal Advisory Council, as the state information depository for the State of Ohio, and (C) each rating service that has at the City’s request rated the Defeased Bonds, of the defeasance of the Defeased Bonds and the deposit of the Escrow Fund Deposits into the Escrow Fund for that purpose, which notice shall be substantially in the form attached hereto as EXHIBIT C; and

(ii) To deliver to the City a certificate substantially in the form of EXHIBIT D.

The City agrees to pay all costs incurred by the Escrow Trustee in giving those notices described in Sections 8(b)(i) and (ii).

(c) The Escrow Trustee confirms that the arrangements for giving notice of that defeasance, as provided in this Agreement, are satisfactory to it for purposes of this Agreement and the Original Bond Proceedings.

(d) Promptly following receipt by the City of the Escrow Truste’s certificate described in Section 8(a)(ii), the Fiscal Officer shall sign and deliver to the Butler and Warren County Auditors a certificate substantially in the form attached hereto as EXHIBIT E.

Section 9. Pledge. The trust and fiduciary relationship created by this Agreement is irrevocable and intended for the benefit of the holders from time to time of the then unpaid Defeased Bonds as provided in this Agreement. The money in the Escrow Fund and any money realized from the investment income on and the principal of the Escrow Securities is hereby dedicated to and pledged for the payment when due of the Accruing Debt Charges. That money is subject to the lien of that pledge, which shall be valid and binding against all parties having claims of any kind against the City or the Escrow Trustee and which pledge shall constitute a perfected security interest, and such money and the Escrow Securities are pledged and shall be used solely for the purposes stated in this Agreement. The lien of that pledge and the security interest created pursuant to this Agreement, shall take effect on the date of this Agreement

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without regard to the date of actual signing and delivery of this Agreement or deposit of Escrow Fund Deposits in the Escrow Fund, and shall remain in full force and effect until the terms of this Agreement have been satisfied and the Escrow Fund Deposits and proceeds from those Deposits have been applied as provided for in this Agreement.

Section 10. Expenses.

(a) The City shall pay, or cause to be paid, to the Escrow Trustee for its services under this Agreement a one-time fee of $3,500 within 60 days of receipt of an invoice for that amount, plus all out-of-pocket costs incurred by the Escrow Trustee, including those incurred in giving the notices required to be given by it under Section 8 of this Agreement. The Escrow Trustee acknowledges that this provision for payment is satisfactory to it, and that it does not have and will not have any lien on or other interest in the Escrow Fund or the Escrow Fund Deposits for the payment of any fees, charges or expenses payable by the City under this Agreement.

(b) The Escrow Trustee acknowledges that provision satisfactory to it has been made for paying all amounts payable to it in its capacities as Escrow Trustee for the Defeased Bonds, in connection with the Defeased Bonds, and this Agreement.

(c) If the Escrow Trustee renders any service hereunder not provided for in this Agreement, or the Escrow Trustee is made a party to or intervenes in any litigation pertaining to this Agreement or institutes interpleader proceedings relative hereto, the Escrow Trustee shall be compensated reasonably by the City for such extraordinary services and reimbursed for all fees, costs, liability and expenses (including reasonable attorneys’ fees) occasioned thereby.

Section 11. Successor Escrow Trustee.

(a) Neither this Agreement nor the trust created under it may be assigned by the Escrow Trustee without the prior written consent of the City, unless (i) the Escrow Trustee is required by law to divest itself of its interest in its corporate trust department operations, (ii) the Escrow Trustee merges or is consolidated with another association, bank, trust company or other entity or (iii) the Escrow Trustee sells or otherwise transfers all or substantially all of its corporate trust assets and business to another corporation, association or other entity.

(b) If the Escrow Trustee resigns or is removed from acting under this Agreement, or is dissolved or otherwise becomes incapable of acting under this Agreement (except as provided in paragraph (a) above), or is taken under the control of any public officer or of a receiver appointed by a court, the City shall select a successor Escrow Trustee within 60 days of such resignation or removal. If the City does not appoint a successor within 60 days of such resignation or removal, the resigning Escrow Trustee may petition any court of competent jurisdiction for the appointment of a successor Escrow Trustee, which court may thereupon appoint a successor Escrow Trustee.

(c) Any successor Escrow Trustee shall sign, acknowledge and deliver to its predecessor and to the City an instrument in writing accepting that appointment, and thereupon that successor without any further act shall become fully vested with all the documents, rights, powers, trusts, duties and obligations, and immunities, interests and causes of action, of its

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predecessor as Escrow Trustee. The predecessor Escrow Trustee shall on the written request of its successor or of the City (i) sign and deliver an instrument transferring to the successor Escrow Trustee all the rights, powers, and trusts of the predecessor Escrow Trustee under this Agreement, and (ii) transfer to the successor Escrow Trustee all Escrow Fund Deposits. The City shall, on request, sign and deliver any instrument in writing from the City required by any successor Escrow Trustee for more fully and certainly vesting in it the rights, powers and duties vested or intended to be vested in the predecessor or unless the Escrow Trustee sells or otherwise assigns all or substantially all of its corporate trust business, in either which event the trust shall be continued by the Escrow Trustee’s successor in interest, so long as it is a corporate trustee authorized to exercise trust powers under the laws of the State, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary.

Section 12. Escrow Trustee. The Escrow Trustee shall perform only such duties and responsibilities as are expressly set forth in this Agreement and no other or further duties or responsibilities shall be implied. The Escrow Trustee shall be protected, in the absence of bad faith on its part in the performance of its services under this Agreement, in acting upon any notice, request, certificate, affidavit, letter, telegram or other paper or document believed reasonably by it to be genuine and correct and to have been signed or sent by the proper party or parties, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the City. The Escrow Trustee may apply at any time to the Fiscal Officer for instructions, and may consult with counsel for the City, or in the discretion of the Escrow Trustee, with its own counsel, as to anything arising in connection with its service as Escrow Trustee under this Agreement, and the Escrow Trustee shall not be liable for any action taken or omitted to be taken in good faith in reliance upon such instructions or upon the opinions of such counsel. The Escrow Trustee may execute any of its trusts or powers and perform any of its duties under this Agreement by or through attorneys, agents or employees. None of the provisions contained in this Agreement shall be construed to relieve the Escrow Trustee from liability for its negligent actions, its negligent failure to act, or its willful misconduct, except that no provision of this Agreement shall require the Escrow Trustee to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. The Escrow Trustee shall not be responsible or liable for the sufficiency, correctness, genuineness or validity of the Escrow Securities deposited with it; or the performance or compliance by any party other than the Escrow Trustee with the terms or conditions of any such instruments.

Section 13. Amendments.

(a) The duties and obligations of the Escrow Trustee shall be determined solely by the express provisions of this Agreement as this Agreement may from time to time be amended in accordance with its terms by the Escrow Trustee and the City.

(b) This Agreement may be amended or modified, by written agreement of the City and Escrow Trustee, only (i) to cure any ambiguity, inconsistency or formal defect in it or in its application, or (ii) to delete any provision of this Agreement deemed by both to be illegal, or (iii) to confer upon the Escrow Trustee for the benefit of the holders of the Defeased Bonds any additional rights, remedies, powers or authority, or (iv) in any respect that is not materially

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adverse to the interests of the owners of the Defeased Bonds or of the Escrow Trustee and is not prejudicial to the purposes of this Agreement, or (v) to evidence any successor to the Escrow Trustee. In the case of an amendment or modification contemplated by clauses (i) through (iv) of the preceding sentence, the Escrow Trustee shall first have received an opinion of nationally recognized bond counsel that the amendment or modification will not cause the interest on the Defeased Bonds to become included in the gross income of holders for federal income tax purposes.

(c) The City shall deliver a copy of any amendment or modification to each rating service that has at the City’s request rated the Defeased Bonds.

Section 14. Notices. Notice from one of the parties to the other under this Agreement will be sufficient for the purpose if it is contained in a writing mailed by first-class mail postage prepaid to the Issuer at One Donham Plaza, Middletown, Ohio 45042, Attention: Director of Finance, and to the Escrow Trustee at 425 Walnut Street, CN-OH-W6CT, Cincinnati, Ohio 45202, Attention: Corporate Trust Department, or to any other address which may be designated from time to time by either party in writing delivered to the other party.

Section 15. Partial Invalidity. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this Agreement.

Section 16. Benefit of Agreement. This Agreement shall inure to the benefit of and shall be binding upon the City and the Escrow Trustee, and their respective successors, and the holders of the Defeased Bonds and their respective assigns, all subject to the provisions of this Agreement.

Section 17. Termination. This Agreement shall terminate at such time as all money in the Escrow Fund has been paid out as provided in this Agreement.

Section 18. Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

(BALANCE OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS)

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IN WITNESS WHEREOF, the City has caused this Escrow Agreement to be signed in its name and on its behalf by its indicated officers, and U.S. Bank National Association, as Escrow Trustee, in token of its acceptance of the trusts created under this Agreement, has caused this Agreement to be signed in its name by its authorized officer, all as of December ___, 2021.

CITY OF MIDDLETOWN, OHIO By: Title: Director of Finance Approved as to form and correctness: By: Title: Director of Law U.S. BANK NATIONAL ASSOCIATION, Escrow Trustee By: Title:

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FISCAL OFFICER’S CERTIFICATE

As the fiscal officer of the City of Middletown, Ohio, I certify that the money required to meet the obligations of the City during Fiscal Year 2021 under the foregoing Escrow Agreement has been lawfully appropriated by the City Council of the City for those purposes and is in the treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44 of the Revised Code.

Dated: December ___, 2021 Director of Finance City of Middletown, Ohio

EXHIBIT A

ACCRUING DEBT CHARGES ON THE DEFEASED BONDS

Payment Date Principal Interest Total

June 1, 2022 -0- $11,900.00 $11,900.00

December 1, 2022 $95,000.00 11,900.00 106,900.00

June 1, 2023 -0- 10,950.00 10,950.00

December 1, 2023 95,000.00 10,950.00 105,950.00

June 1, 2024 -0- 9,750.00 9,750.00

December 1, 2024 95,000.00 9,750.00 104,750.00

June 1, 2025 -0- 7,375.00 7,375.00

December 1, 2025 100,000.00 7,375.00 107,375.00

June 1, 2026 -0- 5,375.00 5,375.00

December 1, 2026 105,000.00 5,375.00 110,375.00

June 1, 2027 -0- 2,750.00 2,750.00

December 1, 2027 110,000.00 2,750.00 112,750.00

Total $600,000.00 $881,175.00 $696,200.00

EXHIBIT B

ESCROW FUND UNITED STATES TREASURY SECURITIES FOR THE DEFEASED BONDS

EXHIBIT C

NOTICE OF PARTIAL DEFEASANCE

CITY OF MIDDLETOWN, OHIO VARIOUS PURPOSE REFUNDING BONDS, SERIES 2017

DATED AS OF AUGUST 2, 2017 AND MATURING IN THE AMOUNTS SET FORTH BELOW ON DECEMBER 1

IN THE YEARS 2022 THROUGH 2027

Notice is hereby given that the outstanding City of Middletown, Ohio, Various Purpose Refunding Bonds, Series 2017, dated as of August 2, 2017, that are stated to mature on December 1 in each of the years and amounts as set forth below (collectively, the “Defeased Series 2017 Bonds”), have been refunded in advance of their stated maturity dates:

Principal

Maturity Date

(December 1)

Original

CUSIP No.

5971129 Principal

Outstanding

2022 CW3 $95,000 2023 CX1 70,000 2023 DE2 25,000 2024 CY9 95,000 2025 CZ6 100,000 2026 DA0 105,000 2027 DB8 110,000

On December ___, 2021, there were deposited in an irrevocable trust fund with U.S. Bank National Association, as Escrow Trustee, cash and direct obligations of the United States of America that mature or are subject to redemption by and at the option of the holder, in amounts sufficient, without further investment or reinvestment, which, together with the interest to be received therefrom, have been calculated, and verified by an independent firm of certified public accountants, to be adequate to pay, discharge and defease the Defeased Bonds.

This deposit has been made pursuant to the provisions of and according to the terms and conditions of an Escrow Agreement, dated December ___, 2021, by and between the City and the Escrow Trustee.

The Defeased Bonds are deemed to be paid, discharged and defeased and moneys will be available, in an amount sufficient, without further investment or reinvestment, for the payment of the (a) interest on the Defeased Bonds when due upon their maturity and (b) principal amount of those Defeased Bonds upon their maturity.

C-16

No representation is made as to the correctness of the CUSIP number either as printed on the bonds or as contained herein and reliance may be placed only on the description.

Dated: _____________, 2021 CITY OF MIDDLETOWN, OHIO U.S. BANK NATIONAL ASSOCIATION, as Escrow Trustee

EXHIBIT D

CERTIFICATE OF ESCROW TRUSTEE I certify, as a duly authorized officer of U.S. Bank National Association, as Escrow Trustee (the “Escrow Trustee”) under the Escrow Agreement between the City of Middletown, Ohio (the “City”), and the Escrow Trustee, dated December ___, 2021 (the “Escrow Agreement”), and with all capitalized terms being used as defined in the Escrow Agreement, that: 1. The Escrow Trustee has received from the City the amount of $______ which has been deposited in the Escrow Fund for the Defeased Bonds and of which $_______ has been used to purchase the Escrow Securities described in EXHIBIT B to the Escrow Agreement and to provide an initial cash deposit of $_____ in the Escrow Fund. 2. The Escrow Trustee has received the Verification Report of Causey Demgen & Moore P.C., dated December ___, 2021, as to the sufficiency of that cash and those Escrow Securities and the interest income on those Escrow Securities, without further investment or reinvestment of either principal or investment earnings therein, for the payment when due of Accruing Debt Charges. 3. The Escrow Trustee presently holds the Escrow Securities in the Escrow Fund. 4. The Escrow Agreement has been duly authorized, executed and delivered by and in the name and on behalf of the Escrow Trustee. 5. On the date of this Certificate, the Escrow Trustee will give the notices required by Sections 8(b)(i) and (ii) of the Escrow Agreement. U.S. BANK NATIONAL ASSOCIATION, as

Escrow Trustee Dated: December ___, 2021 By: [Exhibit – Not for Signature] Title:

EXHIBIT E

CERTIFICATE OF CITY FOR ESCROW AGREEMENT

To: County Auditor Butler County, Ohio County Auditor Warren County, Ohio As Finance Director of the City of Middletown, Ohio (the “City”), I hereby certify, with each capitalized term used but not defined having the meaning assigned to it in the Escrow Agreement dated as of December 1, 2021 (the “Escrow Agreement”), between the City and U.S. Bank National Association, as escrow trustee (the “Escrow Trustee”), that: 1. I have received a certificate of the Escrow Trustee substantially in the form attached as EXHIBIT D to the Escrow Agreement concerning the deposit in the Escrow Fund of the monies described in Section 3 of the Escrow Agreement. 2. In accordance with the provisions of Section 133.34 of the Revised Code, the following principal amounts of the City’s Various Purpose Refunding Bonds, Series 2021, dated August 2, 2017, have been paid and are no longer considered to be outstanding:

Date Payment Type Principal Amount

December 1, 2022 Maturity $95,000 December 1, 2023 Maturity 70,000 December 1, 2023 Maturity 25,000 December 1, 2024 Maturity 95,000 December 1, 2025 Maturity 100,000 December 1, 2026 Maturity 105,000 December 1, 2027 Maturity 110,000

Dated: December ___, 2021 [Exhibit – Not for Signature] Finance Director City of Middletown, Ohio

S T A F F R E P O R T For the Business Meeting of: November 23, 2021 November 9, 2021 TO: Jim Palenick, City Manager FROM: Scott Tadych, Public Works and Utilities Director Matt Eisenbraun, Assistant Economic Development Director PREPARED BY: Nakita Lancaster, Assistant Public Works and Utilities Director PURPOSE To adjust the contract authorization for the contract with Queen City Mechanicals to install a sanitary sewer connection from the JETS Hanger to the City’s sanitary sewer. Contract authorization was initially approved by City Council on October 19, 2021. BACKGROUND AND FINDINGS City Council recently approved a contract with Queen City Mechanicals for the construction of a new lift station and sanitary sewer connection for the JETS Hanger. The original cost of the contract was $55,300 and the revised cost is $61,000. The original staff report with project justification was included in the City Council Packet for the October 19, 2021 meeting. The revised cost accounts for material cost escalation for the new pumping system and the additional labor charges associated with Ohio State Prevailing Wage requirements. Material costs for the pumping system increased between the time the contractor provided the quote and when council approved the contract on October 19, 2021. After the initial approval, the City’s Contract Administrator reviewed the contractor’s proposal and determined that prevailing wage rates should be applied to the project. The contractor was asked to revise the proposal with additional equipment and labor costs. The quote was provided to the City on November 9, 2021. We request that the contract amount be amended to account for the equipment and labor cost adjustment to the total contract amount of $61,000. ALTERNATIVES The project could be rebid to verify the assumption that cost increases among contractors would be comparable. However, this would delay the project schedule and the City would like to move

Contract Services – Sewer Connection to JETS Hanger

forward with the project quickly so that equipment can be ordered before there are any additional cost increases or supply change disruptions. FINANCIAL IMPACT The cost of the project will be split between the Sewer Capital Reserve Fund and the Airport Maintenance of Land and Buildings Funds. $30,500 will be expended from each account. Funds are appropriated. EMERGENCY/NON-EMERGENCY Consent Agenda

LEGISLATION ITEM 1

ORDINANCE NO. O2021-95 AN ORDINANCE AUTHORIZING AN AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN, O’REILLY AUTO ENTERPRISES, LLC AND AGREE MIDDLETOWN OH, LLC. WHEREAS, City Council authorized a community reinvestment area (CRA) agreement with SimonCRE Carp XII, LLC and O’Reilly Auto Enterprises, LLC for a tax abatement related to the development of 1835 Central Avenue, by Resolution No. R2016-54, adopted December 20, 2016; and WHEREAS, effective June 14, 2018, the City consented to the assignment of the interest of SimonCRE XII, LLC to Agree Middletown OH, LLC; and WHEREAS, during the annual Tax Incentive Review Council (TIRC) meeting in June, 2021, it was determined that Agree Middletown OH, LLC and O’Reilly Auto Enterprises, LLC has met the required investment metrics, but post-COVID, the number of jobs and annual payroll have been reduced, necessitating the amendment of the CRA agreement;

NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager is hereby authorized to enter into an amendment to the CRA Agreement with Agree Middletown OH, LLC and O’Reilly Auto Enterprises, LLC to change the number of jobs and annual payroll. The agreement shall be in a form substantially similar to Attachment “1”, attached hereto, and be approved by the Law Director.

Section 2 This ordinance shall take effect and be in force at the earliest time permitted by law. ___________________________ Nicole Condrey, Mayor 1st Reading: November 2, 2021 2nd Reading:_________ Adopted:___________ Effective:___________ Attest:________________________ Clerk of City Council H:/Law/leg/2021 Leg/O O’Reilly CRA 1st Amendment

1

ATTACHMENT “1”

FIRST AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN, AGREE

MIDDLETOWN OH, LLC AND O’REILLY AUTO ENTERPRISES, LLC

This Amendment to the Community Reinvestment Area Agreement between the City of Middletown Agree Middletown OH, LLC and O’Reilly Auto Enterprises, LLC for the development of 1835 Central Avenue, is hereby entered into on this _____ day of _________________, 2021.

WHEREAS, in 2017, the City of Middletown entered into a Community Reinvestment Area (CRA) Agreement with Agree Middletown OH, LLC and O’Reilly Auto Enterprises, LLC for the development of 1835 Central Avenue; and

WHEREAS, at the annual meeting of the Tax Incentive Review Council it was determined that the investment requirements have been met, but the anticipated job creation and annual payroll need to be updated to reflect post-COVID operations;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties enter this Amendment: A. Section 2 of the Agreement is hereby amended to read in full as follows:

Agree and O’Reilly shall create within a time period not exceeding twelve (12) months after the commencement of the Project, seven (7) new full-time and five (5) new part-time permanent jobs in the year after completion of the Project. The job creation period begins January 1, 2018 and all jobs will be in place by December 31, 2018. This increase in the number of employees will result in approximately $273,000 of additional annual payroll for O’Reilly or others. Retroactive to January 1, 2021, O’Reilly will have 4 full-time employees and $150,000 in annual payroll.

B. Except for the specific changes set forth in this Amendment, all of the terms and conditions of the Community Reinvestment Area shall remain in full force and effect.

2

C. This Amendment may be executed in any number of counterparts, each which shall be deemed and original and all of which together shall constitute a single instrument. AGREE MIDDLETOWN OH, LLC CITY OF MIDDLETOWN _______________________________ _____________________________ James M. Palenick By:____________________________ City Manager Its:____________________________ Date:_____________________ Date:_____________________ Approved as to form: O’REILLY AUTO ENTERPRISES, LLC _____________________________

Benjamin J. Yoder, Law Director

________________________________ By:____________________________ Its:____________________________ Date:_____________________

S T A F F R E P O R T For the business meeting of August 17, 2021

_____________________________________________________________________________ DATE: August 4, 2021 TO: Jim Palenick, City Manager FROM: Chris Xeil Lyons, Economic Development Director PREPARED BY: Alaina Geres, Economic Development Program Manager

PURPOSE To request authorization to amend the CRA agreement. BACKGROUND AND FINDINGS The Community Reinvestment Area (CRA) Program is a direct incentive tax exemption program benefiting property owners who renovate existing or construct new buildings. This program permits municipalities or counties to designate areas where investment has been discouraged as a CRA to encourage revitalization of the existing housing stock and the development of new structures. It is hard to deny that COVID-19 has affected everyone, including the way people do business. I requested at the annual Tax Incentive Review Council (TIRC) meeting to allow me to continue the current CRA’s with the understanding I would work with each company to amend the agreements to reflect more accurate job/payroll figures in line with their post-COVID operations. That request was approved 6-3. This program was put in place to encourage investment. It was not established to create jobs. This incentive is only applicable if you do in fact invest, and only the investment picked up by the auditor is what is abated. Several of the agreements have $0 tied to them, whereas others were tracking the PT employees through the agreement, but the annual TIRC form from the state does not even account for PT employees. These amendments I am putting forth, will also be working to establish more consistencies with the current CRA agreements, putting more weight to the investment and less to the job creation and payroll. I am requesting to amend the O’Reilly Auto Parts agreement from 7 FT & 5 PT jobs with $273,000 in annual payroll to 4 FT jobs with $150,000 in annual payroll. I used several factors in determining the adjusted jobs and payroll including looking at total investment, other incentives provided for the project, independent vs national chain status, consistency with other previous CRAs granted, as well as considering many of these CRA agreement holders are leasing space out to other companies to create the jobs and the ability to obtain the actual salaries may be limited.

CRA Agreement Amendment – O’Reilly Auto Parts/Agree Realty

ALTERNATIVES 1. Approve amendment 2. Deny amendment Staff does not recommend any of these alternatives. The CRA zone was put in place to encourage investment and this company has made the investment in the area. FINANCIAL IMPACTS None. The amendment will not change the terms or percentage of the abatement. NON-EMERGENCY / EMERGENCY Non-emergency.

LEGISLATION ITEM 2

ORDINANCE NO. O2021-96 AN ORDINANCE AUTHORIZING AN AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN AND TORCHLIGHT PASS, LLC. WHEREAS, City Council authorized a community reinvestment area (CRA) agreement with Torchlight Pass, LLC for a tax abatement related to the redevelopment of 1131 Central Avenue, by Resolution No. R2016-37, adopted October 4, 2016; and WHEREAS, during the annual Tax Incentive Review Council (TIRC) meeting in June, 2021, it was determined that Torchlight Pass has met the required investment metrics, but post-COVID, the number of jobs and annual payroll have been greatly reduced, necessitating the amendment of the CRA agreement;


Section 1

The City Manager is hereby authorized to enter into an amendment to the CRA Agreement with Torchlight Pass, LLC to change the number of jobs and annual payroll. The agreement shall be in a form substantially similar to Attachment “1”, attached hereto, and be approved by the Law Director.

Section 2 This ordinance shall take effect and be in force at the earliest time permitted by law. ___________________________ Nicole Condrey, Mayor 1st Reading: November 2, 2021 2nd Reading:_________ Adopted:___________ Effective:___________ Attest:________________________ Clerk of City Council H:/Law/leg/2021 Leg/O Torchlight Pass CRA 1st Amendment

1

ATTACHMENT “1”

FIRST AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN

AND TORCHLIGHT PASS, LLC

This Amendment to the Community Reinvestment Area Agreement between the City of Middletown Torchlight Pass, LLC for the redevelopment of 1131 Central Avenue, is hereby entered into on this _____ day of _________________, 2021.

WHEREAS, in 2016, the City of Middletown entered into a Community Reinvestment Area (CRA) Agreement with Torchlight Pass, LLC for the redevelopment of 1131 Central Avenue; and



The redevelopment of the project site, containing multiple business tenants shall create

within a time period not exceeding twenty-four (24) months after the commencement of the Project, the equivalent of eight (8) full-time temporary jobs in year one (construction) and nine (9) full-time permanent jobs, and thirty-two (32) new part-time permanent jobs in the year after completion of the Project. The job creation period begins January 1, 2017 and all jobs will be in place by December 31, 2019.

The project site currently has 0 full-time permanent employees, 0 part-time permanent employees, 0 full-time temporary employees, and 0 part-time permanent employees. In total, Torchlight Pass has 0 full-time permanent employees, 1 part-time permanent employees, 0 full-time temporary employees, and 0 part-time temporary employees in the State of Ohio.

This increase in the number of employees will result in approximately $880,000.00 of additional annual payroll for Torchlight Pass or others. The following is an itemization by the type of new jobs created: $815,000.00 permanent, and $65,000 (temporary construction). Retroactive to January 1, 2021, Torchlight Pass will have 1 full-time employee and $0 in annual payroll.


2

C. This Amendment may be executed in any number of counterparts, each which shall be deemed and original and all of which together shall constitute a single instrument. TORCHLIGHT PASS, LLC CITY OF MIDDLETOWN _______________________________ _____________________________ Ami Vitori, President James M. Palenick City Manager Date:_____________________ Date:_____________________ Approved as to form: _____________________________


________________________________



PURPOSE To request authorization to amend the CRA agreement. BACKGROUND AND FINDINGS The Community Reinvestment Area (CRA) Program is a direct incentive tax exemption program benefiting property owners who renovate existing or construct new buildings. This program permits municipalities or counties to designate areas where investment has been discouraged as a CRA to encourage revitalization of the existing housing stock and the development of new structures. It is hard to deny that COVID-19 has affected everyone, including the way people do business. I requested at the annual Tax Incentive Review Council (TIRC) meeting to allow me to continue the current CRA’s with the understanding I would work with each company to amend the agreements to reflect more accurate job/payroll figures in line with their post-COVID operations. That request was approved 6-3. This program was put in place to encourage investment. It was not established to create jobs. This incentive is only applicable if you do in fact invest, and only the investment picked up by the auditor is what is abated. Several of the agreements have $0 tied to them, whereas others were tracking the PT employees through the agreement, but the annual TIRC form from the state does not even account for PT employees. These amendments I am putting forth, will also be working to establish more consistencies with the current CRA agreements, putting more weight to the investment and less to the job creation and payroll. I am requesting to amend the Torchlight Pass agreement from 9 FT & 32 PT jobs with $815,000 in annual payroll to 1 FT job with $0 in annual payroll. I used several factors in determining the adjusted jobs and payroll including looking at total investment, other incentives provided for the project, independent vs national chain status, consistency with other previous CRAs granted, as well as considering many of these CRA agreement holders are leasing space out to other companies to create the jobs and the ability to obtain the actual salaries may be limited.

CRA Agreement Amendment – Torchlight Pass

LEGISLATION ITEM 3

ORDINANCE NO. O2021-97 AN ORDINANCE AUTHORIZING A SECOND AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN AND MIKE ALLEN REAL ESTATE HOLDINGS, LLC AND ALLEN GROUP ENTERPRISE, LLC dba BMW MOTORCYCLES OF GREATER CINCINNATI. WHEREAS, City Council authorized a community reinvestment area (CRA) agreement with Mike Allen Real Estate Holdings, LLC and Allen Group Enterprise, LLC dba BMW Motorcycles of Greater Cincinnati for a tax abatement related to the redevelopment of 140 N. Verity Parkway for a twelve-year term, by Resolution No. R2017-41, adopted December 5, 2017; and WHEREAS, City Council authorized a first amendment to extend the project completion date to December 31, 2019, by Ordinance No. O2019-16, adopted April 2, 2019; and WHEREAS, during the annual Tax Incentive Review Council (TIRC) meeting in June, 2021, it was determined that the required investment metrics have been met, but post-COVID, the number of jobs and annual payroll have been reduced, necessitating the amendment of the CRA agreement; NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager is hereby authorized to enter into a second amendment to the CRA Agreement with Mike Allen Real Estate Holdings, LLC and Allen Group Enterprise, LLLC dba BMW Motorcycles of Greater Cincinnati to change the number of jobs and annual payroll. The agreement shall be in a form substantially similar to Attachment “1”, attached hereto, and be approved by the Law Director.

Section 2 This ordinance shall take effect and be in force at the earliest time permitted by law. ___________________________ Nicole Condrey, Mayor 1st Reading: November 2, 2021 2nd Reading:_________

Adopted:___________ Effective:___________ Attest:________________________ Clerk of City Council H:/Law/leg/2021 Leg/O Mike Allen BMW 2nd CRA Amendment

1

ATTACHMENT “1”

FIRST AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN

AND MIKE ALLEN REAL ESTATE HOLDINGS, LLC AND ALLEN GROUP ENTERPRISE, LLC dba BMW MOTORCYCLES OF GREATER CINCINNATI

This Amendment to the Community Reinvestment Area Agreement between the City of

Middletown and Mike Allen Real Estate Holdings, LLC (hereinafter “MAREH”) and Allen Group Enterprise, LLC dba BMW Motorcycles of Greater Cincinnati (hereinafter “BMW Motorcycles of Greater Cincinnati”) for the redevelopment of 140 N. Verity Parkway, is hereby entered into on this _____ day of _________________, 2021.

WHEREAS, in 2017, the City of Middletown entered into a Community Reinvestment Area (CRA) Agreement with MAREH and BMW Motorcycles of Greater Cincinnati for the redevelopment of 140 N. Verity Parkway; and



The redevelopment of the project site shall create within a time period not exceeding twenty-four (24) months after the commencement of the Project, the equivalent of twelve (12) full-time permanent jobs and one (1) part-time permanent job in the two years after completion of the Project. The job creation period begins January 1, 2019 and all jobs will be in place by December 31, 2021.

The project site currently has 0 full-time permanent employees, 0 part-time permanent employees, 0 full-time temporary employees, and 0 part-time permanent employees. In total, MAREH and BMW Motorcycles of Greater Cincinnati have 0 full-time permanent employees, 0 part-time permanent employees, 0 full-time temporary employees, and 0 part-time temporary employees in the State of Ohio. This increase in the number of employees will result in approximately $375,000.00 of new annual payroll for BMW Motorcycles of Greater Cincinnati. Retroactive to January 1, 2021, MAREH and BMW Motorcycles of Greater Cincinnati will have 9 full-time employees and $300,000.00 in annual payroll.


2

C. This Amendment may be executed in any number of counterparts, each which shall be deemed and original and all of which together shall constitute a single instrument. MIKE ALLEN REAL ESTATE CITY OF MIDDLETOWN HOLDINGS, LLC _____________________________ _______________________________ James M. Palenick Hubert M. Allen, Managing Member City Manager Date:_____________________ ALLEN GROUP ENTERPRISE, LLC dba BMW MOTORCYLES OF Approved as to form: GREATER CINCINNATI _____________________________ _______________________________ Benjamin J. Yoder, Law Director Hubert M. Allen, Managing Member Date:_____________________



PURPOSE To request authorization to amend the CRA agreement. BACKGROUND AND FINDINGS The Community Reinvestment Area (CRA) Program is a direct incentive tax exemption program benefiting property owners who renovate existing or construct new buildings. This program permits municipalities or counties to designate areas where investment has been discouraged as a CRA to encourage revitalization of the existing housing stock and the development of new structures. It is hard to deny that COVID-19 has affected everyone, including the way people do business. I requested at the annual Tax Incentive Review Council (TIRC) meeting to allow me to continue the current CRA’s with the understanding I would work with each company to amend the agreements to reflect more accurate job/payroll figures in line with their post-COVID operations. That request was approved 6-3. This program was put in place to encourage investment. It was not established to create jobs. This incentive is only applicable if you do in fact invest, and only the investment picked up by the auditor is what is abated. Several of the agreements have $0 tied to them, whereas others were tracking the PT employees through the agreement, but the annual TIRC form from the state does not even account for PT employees. These amendments I am putting forth, will also be working to establish more consistencies with the current CRA agreements, putting more weight to the investment and less to the job creation and payroll. I am requesting to amend the BMW of Greater Cincinnati agreement from 12 FT and 1 PT jobs with $375,000 in annual payroll to 9 FT jobs with $300,000 in annual payroll. I used several factors in determining the adjusted jobs and payroll including looking at total investment, other incentives provided for the project, independent vs national chain status, consistency with other previous CRAs granted, as well as considering many of these CRA agreement holders are leasing space out to other companies to create the jobs and the ability to obtain the actual salaries may be limited.

CRA Agreement Amendment – BMW of Greater Cincinnati

LEGISLATION ITEM 4

ORDINANCE NO. O2021-98

AN ORDINANCE AUTHORIZING AN AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN AND MLH DEVELOPERS. WHEREAS, City Council authorized a community reinvestment area (CRA) agreement with MLH Developers for a tax abatement related to the redevelopment of 1044 Central Avenue, by Resolution No. R2019-19, adopted May 21, 2019; and WHEREAS, during the annual Tax Incentive Review Council (TIRC) meeting in June, 2021, it was determined that post-COVID, the required number of jobs and annual payroll need to be reduced, necessitating the amendment of the CRA agreement; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager is hereby authorized to enter into an amendment to the CRA Agreement with MLH Developers to change the number of jobs and annual payroll. The agreement shall be in a form substantially similar to Attachment “1”, attached hereto, and be approved by the Law Director.

Section 2

This ordinance shall take effect and be in force at the earliest time permitted by law. ___________________________ Nicole Condrey, Mayor 1st Reading: November 2, 2021 2nd Reading:_________ Adopted:___________ Effective:___________ Attest:________________________ Clerk of City Council H:/Law/leg/2021 Leg/O MLH Developers CRA 1st Amendment

1

ATTACHMENT “1”

FIRST AMENDMENT TO THE COMMUNITY REINVESTMENT AREA AGREEMENT BETWEEN THE CITY OF MIDDLETOWN AND MLH DEVELOPERS

This Amendment to the Community Reinvestment Area Agreement between the City of

Middletown and MLH Developers for the redevelopment of 1044 Central Avenue, is hereby entered into on this _____ day of _________________, 2021.

WHEREAS, in 2019 the City of Middletown entered into a Community Reinvestment Area (CRA) Agreement with MLH Developers for the redevelopment of 1044 Central Avenue; and

WHEREAS, at the annual meeting of the Tax Incentive Review Council it was determined that the anticipated job creation and annual payroll need to be updated to reflect post-COVID operations;


The redevelopment of the project site, containing two retail spaces and two residential units shall create within a time period not exceeding twenty-four (24) months after the commencement of the Project, the equivalent of two (2) new full-time and two (2) new part-time permanent jobs in the year after completion of the Project. The job creation period begins January 1, 2020 and all jobs will be in place by December 31, 2032. The project site currently has 1 full-time permanent employee, 1 part-time permanent employees, 0 full-time temporary employees, and 0 part-time permanent employees. In total, MLH has 1 full-time permanent employee, 1 part-time permanent employee, 0 full-time temporary employees, and 0 part-time temporary employees in the State of Ohio. This increase in the number of employees will result in approximately $65,000.00 of additional annual payroll for MLH or others. Retroactive to January 1, 2021, Torchlight Pass will have 1 full-time employee and $0 in annual payroll.

B. Except for the specific changes set forth in this Amendment, all of the terms and conditions of the Community Reinvestment Area shall remain in full force and effect. C. This Amendment may be executed in any number of counterparts, each which shall be deemed and original and all of which together shall constitute a single instrument.

2

MLH DEVELOPERS CITY OF MIDDLETOWN _______________________________ _____________________________ Kevin Kimener, President James M. Palenick City Manager Date:_____________________ Date:_____________________ Approved as to form: _____________________________




PURPOSE To request authorization to amend the CRA agreement. BACKGROUND AND FINDINGS The Community Reinvestment Area (CRA) Program is a direct incentive tax exemption program benefiting property owners who renovate existing or construct new buildings. This program permits municipalities or counties to designate areas where investment has been discouraged as a CRA to encourage revitalization of the existing housing stock and the development of new structures. It is hard to deny that COVID-19 has affected everyone, including the way people do business. I requested at the annual Tax Incentive Review Council (TIRC) meeting to allow me to continue the current CRA’s with the understanding I would work with each company to amend the agreements to reflect more accurate job/payroll figures in line with their post-COVID operations. That request was approved 6-3. This program was put in place to encourage investment. It was not established to create jobs. This incentive is only applicable if you do in fact invest, and only the investment picked up by the auditor is what is abated. Several of the agreements have $0 tied to them, whereas others were tracking the PT employees through the agreement, but the annual TIRC form from the state does not even account for PT employees. These amendments I am putting forth, will also be working to establish more consistencies with the current CRA agreements, putting more weight to the investment and less to the job creation and payroll. I am requesting to amend the MLH Developers agreement from 2 FT and 2 PT jobs with $65,000 in annual payroll to 1 FT job with $0 in annual payroll. I used several factors in determining the adjusted jobs and payroll including looking at total investment, other incentives provided for the project, independent vs national chain status, consistency with other previous CRAs granted, as well as considering many of these CRA agreement holders are leasing space out to other companies to create the jobs and the ability to obtain the actual salaries may be limited.

CRA Amendment – MLH Developers

LEGISLATION ITEM 5

ORDINANCE NO. O2021-100 AN ORDINANCE AUTHORIZING A CONTRACT WITH BRANDSTETTER CARROLL, INC. FOR ENGINEERING AND DESIGN SERVICES FOR THE AIRPORT RUNWAY SAFETY AREA REMEDIATION PROJECT. WHEREAS, City Council approved submitting a grant application to the Ohio Department of Transportation Office of Aviation (ODOT) for the remediation of the runway safety area at Middletown Regional Airport in Resolution No. R2019-28, adopted September 17, 2019; and WHEREAS, the remediation project was focused on the southwest end of the asphalt runway and the encroaching lime within the lime pond; and WHEREAS, in March 2020, federal and state capital improvement plan program funding was suspended due to the pandemic; and WHEREAS, in approximately July 2020, ODOT notified the City that the anticipated date of funding for the project would be January 2021, but the funding was not allocated until March 2021 ($594,757.00); and WHEREAS, Brandstetter Carroll, Inc. has been working with the City to complete various capital projects at the Airport, and since the remediation project was accepted by ODOT in 2019, they have completed the field survey/base map, preliminary design and construction documents for the project; and WHEREAS, in June 2021, one bid was received for the remediation work in an amount drastically more than the grant from ODOT, and it was determined that the grant funds should be declined at this time and the project suspended until the level of water and lime can be reduced and be better maintained; and WHEREAS, all design work will remain valid and applicable to the future project; NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager is hereby authorized to enter a professional services contract with Brandstetter Carroll, Inc. for the engineering and design services for the airport safety area remediation project at Middletown Regional Airport. The contract shall be in a form acceptable to the City Manager and Law Director.

Section 2

For said purposes, the Finance Director is hereby authorized and directed to expend a sum not to exceed $54,250.00 from the Airport Fund (Fund #525). Section 3

This ordinance shall be effective at the earliest time permitted by law.

______________________________

Nicole Condrey, Mayor 1st Reading: November 2, 2021 2nd Reading:______________ Adopted:________________ Effective:________________ Attest:_____________________

Clerk of City Council H:/Law/leg/2021 Leg/O Brandstetter Carroll Runway Safety Area

S T A F F R E P O R T For the Business Meeting of: November 2, 2021 October 20, 2021 TO: Jim Palenick, City Manager FROM: Susan Cohen, Assistant City Manager Prepared by - Matt Eisenbraun, Assistant Economic Development Director

PURPOSE

To authorize the City Manager to enter into an Engineering and Design contract with Brandstetter Carroll, Inc. for services related to the Runway Safety Area remediation project that was proposed and accepted by the Ohio Department of Transportation (ODOT) as part of the airport capital improvement project program.

BACKGROUND and FINDINGS

In 2019, as part of the Capital Improvement Plan (CIP) program supported by ODOT and the Federal Aviation Administration (FAA), Middletown Regional Airport (MWO) proposed a safety area remediation project focused on the south-west end of the asphalt runway (RW 5/23) and the encroaching lime within the pond at that location. That project was accepted by ODOT for funding and an allocation was created based on the engineer’s estimate and the grant match parameters delineated within the program. On September 17, 2019, the City Manager received authorization to pursue the grant (R2019-28) and activity related to the final grant application and supporting documentation began at that time. Under the CIP program, particular costs related to the overall project are reimbursable. These include but are not limited to: mapping and surveys, preliminary and final design, delivery of construction documents, engineering, safety phasing plans, grant administration, and bid support/administration. In March 2020, both the federal and state CIP program funding rounds for FY2020 were suspended due to anticipated COVID impacts on government budgets. At that time activity related to pursuing the RW 5/23 safety area grant and project were also suspended. In July 2020, ODOT funding for accepted projects within the FY2020 round began to be made available to local jurisdictions on a graduated budget basis starting with the smallest budget projects. MWO was notified that the anticipated date for the safety area project funding availability was January 2021.

Runway Safety Area Remediation Project Engineering, Preliminary Design and Construction Documents

In March of 2021, MWO was notified that the RW 5/23 safety area project allocation was re-opened to funding and activity related to the pursuing the grant resumed. As planning was finalized in the spring of 2021, it became apparent that the parameters related to the project site conditions, specifically the rising level of water and lime in the pond, were changing beyond normal allowances for planning purposes, and additional data would be required to adjust the remediation method that would be attempted. The project design was finalized prior to beginning the bid process and on June 11, 2021 the city received one bid at opening that was approximately $1.4 million above the allocation of $594,757 provided by ODOT for the project. According to the program guidelines, the difference would have to be provided by the local sponsor (MWO) and no adjustment/increase would be made available. After consideration of the dynamic on-site conditions it was decided to decline the grant opportunity and not pursue the project until the level of water and lime could be reduced to historic levels and maintained with some certainty. The variations in water levels would fall into acceptable parameters once new processes being introduced through the water treatment facilities were implemented. ODOT was informed of our decision to decline and re-apply once on-site conditions normalized. MWO was notified that the allocation would be reassigned to another airport and that the project would be re-considered when submitted as it continued to score well within the program guidelines as a ‘safety consideration’. Further, the activities and engineering done as part of the preparation would continue to be usable for a future project/grant application and the costs of same would be reimbursable when and if the project was submitted and accepted in a later funding round. The proposed contract provides for costs incurred to date in order to prepare for and support the project submission into the CIP program.

FINANCIAL IMPACT

• 2021 Airport Operating Budget - Other Professional Services (525-525-52480) $54,250 – Brandstetter Carroll Inc. Field Survey/Base Map, Preliminary Design, Construction/Bid documents

ALTERNATIVES

To not provide for the services and engineering outlined. These Services will have to be performed for any CIP project application related to the remediation effort. The costs of the services performed and data created can be used when the project moves forward and can be reimbursed at that time.

EMERGENCY/NON-EMERGENCY

Non-Emergency

LEGISLATION ITEM 6

ORDINANCE NO. O2021-101 AN ORDINANCE ESTABLISHING A PROCEDURE FOR AND AUTHORIZING A CONTRACT WITH HAZEN AND SAWYER FOR THE DESIGN OF A LIME SOLIDS PROCESSING FACILITY AT THE WATER TREATMENT PLANT. WHEREAS, the City issued a request for qualifications for the design of a new lime solids processing facility at the Water Treatment Plant, and received three qualified responses; and WHEREAS, staff has reviewed the proposals and recommends Hazen and Sawyer as the lowest cost and best qualified to perform the work; NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager, without complying with the procedures of Chapter 735 of the Revised Code, is hereby authorized to enter a professional services contract with Hazen and Sawyer for the design of a lime solids processing facility. The contract shall be in a form substantially similar to Attachment “1”, attached hereto, and be approved by the Law Director. Section 2

For said purposes, the Finance Director is hereby authorized and directed to expend a sum not to exceed $1,096,000.00 from the Water Capital Reserve Fund (Fund # 494), which such sum is hereby appropriated to the accounts of 990 (494.990.54200).

Section 3

City Council hereby determines that the procedure to be followed in the award and execution of the aforesaid contract shall consist solely of the procedure set forth in this ordinance and the provisions of Chapter 735 of the Revised Code, shall not be applicable to the award and execution of the aforesaid contract.

Section 4

This ordinance shall take effect and be in force from and after the earliest period allowed by law.

_____________________________

Nicole Condrey, Mayor

1st Reading: November 2, 2021 2nd Reading:__________ Adopted:____________ Effective:___________ Attest:______________________

Clerk of City Council

H:/Law/leg/2021 Leg/O Hazen & Sawyer – Lime Facility

16940095v1

PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made and entered into this _______day of ___________________, 2021 (the “Effective Date”) by and between the CITY

OF MIDDLETOWN, OHIO, whose address is One Donham Plaza, Middletown, Ohio 45042 (the “City”) and HAZEN AND SAWYER, an Ohio limited liability company with offices located at 7870 E. Kemper Avenue, Suite 300, Cincinnati, Ohio 45249 (“Service Provider”) (the City and Service Provider may be referred to herein individually as a “Party” and collectively as the “Parties”).

SECTION 1. GENERAL DESCRIPTION OF PROFESSIONAL SERVICES. Service Provider agrees to provide the City with professional services to re-design lime residual dewatering and management at the water treatment plant (the “Services”). The Services are more fully described in the Scope of Work set forth in Service Provider's proposal, attached hereto as Exhibit A and incorporated herein by reference. In its performance of the Services, Service Provider shall act as agent of the City. Service Provider’s review or supervision of work prepared or performed by other individuals or firms employed by the City shall not relieve those individuals or firms of complete responsibility for the adequacy of their work. The presence of Service Provider’s personnel at a construction site, whether as on-site representative, resident engineer or construction manager, shall be for the sole purpose of determining that the work is generally proceeding in conformance with the intent of the project specifications and contract documents and does not constitute any form of guarantee or assurance with respect to the contractor’s performance. Service Provider shall have no responsibility for the contractor’s means, methods, techniques, sequences, for safety precautions and programs incident to the contractor’s work, or for any failure of contractor to comply with laws and regulations applicable to performing its work.

SECTION 2. STANDARD OF CARE. Service Provider agrees to perform the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Service Provider agrees to perform the Services in accordance with all applicable federal, State and local laws and regulations. Service Provider warrants that Service Provider is professionally qualified to perform the Services and maintains the requisite licenses and certifications from any and all public entities having jurisdiction over Service Provider.

SECTION 3. COMMENCEMENT; TERM. Service Provider will begin providing the Services on the Effective Date, unless the Parties agree in writing on a different start date. This Agreement shall terminate upon the earlier of: (i) completion of the Services in accordance with the terms and conditions of this Agreement; or (ii) termination in accordance with Section 10 herein (the “Term”).

SECTION 4. FEES.

(a) The City agrees to pay to Service Provider, and Service Provider agrees to accept from the City, as full and complete compensation for the Services performed by Service Provider, a not-to-exceed fee of $1,096,000.00 (the “Fee”) for the tasks described in Exhibit “A”.

(b) In the event the City substantially changes the Scope of Work or Service Provider determines actual fees will exceed the Fee set forth herein, Service Provider shall provide the City with an estimate of the fees for any additional Services, and the City and Service Provider shall execute an

julieo

Typewriter

ATTACHMENT "1"

16940095v1

Addendum to this Agreement reflecting the new, not-to-exceed, amount of fees for the Services. Service Provider shall not perform any work which will exceed the fees set forth herein until the Parties execute such an Addendum.

(c) In the event the Services are substantially delayed due to a Force Majeure Event, Service Provider shall provide an estimate of the fees for any additional Services and/or additional time required to complete the same, and the City and Service Provider shall execute an Addendum to this Agreement reflecting the new, not-to-exceed, amount of fees for the additional Services and/or time. For the purposes of this Agreement, “Force Majeure Events” means any material changes in the Scope of Services due to labor disputes, fire, unavoidable casualties, pandemic, acts of God and other similar causes beyond Service Provider's reasonable control.

SECTION 5. PAYMENT. Service Provider shall submit monthly itemized invoices to the City for Services performed in the immediately preceding month. All invoices with respect to Services that have been completed satisfactorily in accordance with the terms of this Agreement will be paid by the City within thirty (30) days of submittal. If the City questions any portion of an invoice and delays in paying a portion pending resolution of the questions, the undisputed amount of the payment will be paid by the City in accordance with the terms herein. In the event of and during any pending dispute between the Parties regarding their respective rights and obligations hereunder, including but not limited to questions regarding any portion of the invoices and resulting delays in payment of that portion pending resolution of such questions, unless instructed otherwise in writing by the City, Service Provider shall continue to furnish Services to the City, and the City shall continue to pay all undisputed amounts in accordance with the terms herein.

SECTION 6. INSURANCE.

(a) Casualty Insurance. Except when a modification is requested in writing by Service Provider and approved in writing by the City, Service Provider shall carry and maintain at Service Provider's sole cost, with companies authorized to do business in Ohio, all necessary liability insurance during the Term of this Agreement, which shall satisfy the following minimum requirements:

Workers' Compensation and employer's liability insurance to the fullest extent required by applicable law;

Commercial general liability coverage for bodily injury and property damage, including limited contractual liability coverage, in not less than the following amounts:

• General Aggregate Limit: $2,000,000 each occurrence;

• Each Occurrence Limit: $1,000,000 each occurrence; and

• Commercial automobile liability coverage, including non-owned and hired, in an amount not less than $2,000,000.

(b) Professional Liability Insurance. Service Provider shall maintain insurance to protect against claims arising from the performance of Service Provider's Services resulting from any negligent acts,

16940095v1

errors or omissions, or willful misconduct, for which Service Provider is legally liable (“Professional Liability Insurance”). Such Professional Liability Insurance shall be in an amount not less than $1,000,000 per claim and in the annual aggregate. Service Provider shall keep such insurance in effect for so long as Service Provider may be held liable for its performance of Services under this Agreement. If the Professional Liability Insurance is written on a claims-made basis, such insurance shall have a retroactive date no later than the Effective Date. The insurance company issuing the Professional Liability Insurance policy must be authorized to do business in Ohio and have a rating of at least “A” status, as noted in the most recent edition of the Best's Insurance Reports. Service Provider shall require any and all of Service Provider’s subcontractors providing Services pursuant to this Agreement to maintain the requisite insurance policies set forth herein. Service Provider shall provide the City with certificates evidencing its maintenance of the above required insurance policies upon the City’s request. SECTION 7. INDEMNIFICATION. Service Provider shall indemnify and hold harmless the City and the City's employees, agents and representatives from and against any and all claims, suits, demands, liabilities, losses, damages, costs and expenses arising out of or resulting from claims for injury to or death of persons, and damage to real and personal property, to the extent arising out of or in any way related to: (i) any actual or alleged negligent acts, errors or omissions of Service Provider or its agents, employees, contractors (at any tier) or sub-contractors in the performance of the Services under this Agreement; (ii) the willful misconduct of Service Provider or its agents, employees, contractors (at any tier) or sub-contractors; or (iii) any breach of this Agreement by Service Provider.

SECTION 8. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other for any special, consequential, punitive, exemplary, incidental or other indirect damages of any kind, whether the claim arises in contract, tort or other legal theory.

SECTION 9. SUSPENSION OF WORK. All or part of the Services may be suspended only as follows:

(a) By the City, upon written notice to Service Provider, if unforeseen circumstances beyond the City’s control make normal progress of the Services impracticable. Service Provider shall be compensated for its reasonable expenses resulting from such suspension including mobilization and de-mobilization. If suspension is greater than thirty (30) days, then Service Provider shall have the right to terminate this Agreement in accordance with Section 10(a) below.

(b) By Service Provider, upon written notice to the City, if Service Provider reasonably determines that working conditions at the project site, which are outside of Service Provider’s control, are unsafe or in violation of applicable laws.

SECTION 10. TERMINATION OF AGREEMENT; REMEDIES.

(a) This Agreement may be terminated by either Party in the event of substantial failure of the other to perform any of its obligations hereunder; provided the breaching Party has been given written notice of its breach and a minimum of fifteen (15) days to cure the same.

(b) This Agreement may be terminated by the City for convenience upon thirty (30) days’ written notice to Service Provider.

16940095v1

(c) In the event of early termination pursuant to this Section 10, the City shall pay Service Provider for Services properly rendered up to the date of termination.

(d) If the City terminates this Agreement due to Service Provider’s breach, and the cost of completing the Services by another service provider is greater than those payable to Service Provider for the remaining Services under this Agreement, Service Provider agrees to pay the City the difference upon demand.

(e) No remedy conferred upon the City by the terms of this Agreement is intended to be exclusive of any other remedy provided by law or in equity. Each and every remedy of the City shall be cumulative and shall be in addition to any other remedy given to the City hereunder or now or hereafter existing. SECTION 11. RIGHT TO INSPECT RECORDS. The City shall have the right to examine any and all of Service Provider’s books, documents, papers and other records in any way related to the Services. Service Provider agrees to furnish to the City, upon request, any and all time and expense sheets, displaying hours works and direct expenses incurred as of the date of the City’s request. SECTION 12. WORK PRODUCT. All papers, reports, drawings, documents and other records Service Provider creates in its performance of the Services (the “Work Product”) shall be considered the sole property of the City and all originals and copies of the same shall be returned to the City upon termination of the Services; provided, however, Service Provider may retain copies of any Work Product with the written permission of the City. The City acknowledges and agrees that the Work Product is intended solely for the Services, and for the City’s benefit and use, and any unauthorized alteration or reuse of the Work Product by the City shall be at the City’s sole risk.

SECTION 13. NON-DISCRIMINATION. Service Provider represents that Service Provider is in compliance with all applicable equal employment opportunity requirements under law as required by Section 153.59 of the Ohio Revised Code and any other applicable state or federal laws.

SECTION 14. ANTI-ABUSE OF DRUGS AND ALCOHOL. Service Provider shall make a good faith effort to ensure that no employee of the Service Provider will purchase, transfer, use or possess, or be under the influence of alcohol or illegal drugs, or abuse legally obtained drugs while performing the Services. Except for the term “employee,” terms in this Section are used as defined in Rule 123:1-76 of the Ohio Administrative Code.

SECTION 15. ETHICS. Service Provider represents that it is familiar with all applicable ethics law requirements, and that it is in compliance with such law and requirements.

SECTION 16. ASSIGNMENT/THIRD PARTIES. The Services furnished hereunder are personal to the City. Service Provider may not assign this Agreement, in whole or in part, to any person or entity without the City's express prior written consent. Service Provider may not subcontract any of the Services under this Agreement without the City's prior written consent. Notwithstanding the foregoing, if the Scope of Work includes construction activities or oversight of construction activities, Service Provider may, upon written notice to the City, assign all of its contractual rights and obligations with respect to such activities or services to Service Provider’s wholly owned affiliate Brown and Caldwell Constructors.

16940095v1

SECTION 17. DISPUTES. If a dispute between the Parties arises out of or relates to this Agreement, or any breach thereof, then the Parties agree to make a good faith effort to settle the issue through direct discussion between the Parties prior to seeking recourse to a judicial forum.

SECTION 18. WAIVER: Any failure by the City to require strict compliance with any provision of this Agreement shall not be construed as a waiver of such provision in the future, and the City may subsequently require strict compliance at any time, notwithstanding any prior failure to do so.

SECTION 19. RELATIONSHIP: Service Provider is an independent contractor for the City in performing the Services under this Agreement and is not an employee, agent, joint-venturer, or partner of the City.

SECTION 20. SEVERABILITY. Any provision(s) of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect.

SECTION 21. ADDENDUM/ADDITIONAL SERVICES. Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party. Modifications to this Agreement may be embodied by a written amendment to this Agreement, change order or work change directive.

SECTION 22. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different Parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same Agreement.

SECTION 23. ATTORNEYS' FEES. If either Party commences an action against the other to enforce any terms of this Agreement, the losing or defaulting Party shall pay to the prevailing party the reasonable costs and expenses incurred in connection with the prosecution or defense of such action and any appeals in connection therewith, including reasonable attorney's fees and costs.

SECTION 24. ENTIRE AGREEMENT. This Agreement, including Exhibit A attached hereto, embodies the entire agreement and understanding between the Parties, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. To the extent that there is any conflict between any terms set forth herein and those set forth in Exhibit A, the terms herein shall control.

SECTION 25. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Ohio. Any action to enforce any provision of this Agreement shall be brought in a State court of competent jurisdiction located in Butler County, Ohio.

SECTION 26. NOTICES. Any written notice required hereunder shall be sufficiently given when sent to the signatories hereunder or to the above-named Party via United States certified mail, return receipt requested, via overnight courier with receipt verification, or by personally delivering such notice to the recipient-Party at the address set forth above. Either Party may change its address for receipt of notices hereunder by providing written notice of such address change to the other Party.

[SIGNATURE PAGE FOLLOWS]

6 16940095v1

IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.

BROWN AND CALDWELL OHIO, LLC

_____________________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________


Approved as to form:

____________________________________ ____________________________________

James M. Palenick, City Manager Law Director Date: ________________________________

hazenandsawyer.com

101

3-0

77

Hazen and Sawyer 7870 E. Kemper Avenue, Suite 300 Cincinnati, OH 45249

October 14, 2021

Nakita Lancaster, P.E.

Assistant Director – Public Works

City of Middletown

1 Donham Plaza

Middletown, OH 45042-1932

Via email: [email protected]

Re: Lime Solids Processing Facility at Water Treatment Plant (21-8248)

Proposal for Engineering Services

Dear Nakita:

On behalf of the Hazen team, we are pleased to present this proposal to support the City of Middletown with

lime residuals dewatering and management at the water treatment plant. We understand the project goals

and have closely evaluated potential layout options and configurations that we will share with you. We are

excited for this opportunity, and we bring several benefits that makes the Hazen team the right choice:

• Experience working with the City on the Lakeside Redirect D/B project to deliver a multi-discipline

design under budget and closely coordinated throughout the alternatives analysis, design, and

construction phases.

• Strong expertise with lime softening residuals handling, anchored by our completed work for

Columbus that piloted multiple dewatering equipment to evaluate performance with their three

WTPs and evaluated beneficial use of the lime residuals.

• Focus on the City’s entire lime residuals dewatering needs, including operations and beneficial use

of the dewatered lime solids. We have included Material Matters on our team, who specializes in

identifying potential outlets for residuals and developing procurement documents to implement a

solids management program.

Hazen will provide overall project management, close coordination with the City, and complete the

following scope of services. Our proposed project manager, Jeff Macomber, will serve as our team’s point

of contact. He can be reached by email at [email protected] or by phone at 513-545-3132.

Very truly yours,

Jeff Macomber, PE

Senior Associate

julieo

Typewriter

Exhibit "A"

October 14, 2021

Middletown WTP Lime Solids Processing Facility

Proposed Scope of Services Page 1 of 6

Proposed Scope of Services

We have proposed a scope of services that follows the suggested RFQ project scope and task numbering

with some clarifications. We would be happy to discuss specific tasks or key assumptions.

1. Project Management and Coordination

Hazen will provide routine project management and coordination for our efforts throughout the project

duration. Our staff will be available and responsive to Middletown with open communication to help

facilitate project completion.

We will coordinate and lead a kickoff meeting with the City’s project team to review scope, schedule,

deliverables, and project goals.

Hazen will hold bi-weekly conference calls with the City as necessary to review during the design phase

to review plans and discuss design issues.

Our project management team will monitor project costs and furnish invoice on a monthly basis that will

include a description of work provided and project progress.

2. Site Visits / Review Existing Documents

Our staff will visit the Middletown WTP to verify existing conditions, meet with operations staff, and

better understand how the new facility would integrate with the existing plant. We expect one site visit

would occur with the kickoff meeting and again during the preliminary design phase to help identify

configurations, operational needs, and other factors for design.

We will review available drawings, reports, O&M information provided by the City with intent to better

understand the existing infrastructure layout and processes. Hazen will develop a list of requested data

and information to support design efforts and send to the City prior to the kickoff meeting.

3. Preliminary Design

During preliminary design, Hazen will work collaboratively with the City to evaluate up to three different

dewatering options, including major changes to upstream / supporting unit processes. Hazen will develop

conceptual level schematics to support the evaluation and will develop conceptual level capital costs and

operating costs to support evaluation based on net present worth and non-cost factors.

We will develop a sampling plan to collect lime residuals from each of the two solids contact clarifiers

and quantify solids percentages from a series of samples during the blowdown period. Our staff will

utilize a water quality laboratory to collect samples and provide a report summarizing the data. This

information would be helpful to quantify the solids and fluctuations that would be sent for mechanical

dewatering.

October 14, 2021



Hazen will prepare a technical memorandum to describe the basis of design for City review and comment.

This document will include sizing and design calculations, recommended dewatering technology,

preliminary site layouts, and design conditions for water and solids concentrations. We will meet with the

City to confirm the Basis of Design before commencing detailed design efforts.

4. Drawing Production

We have estimated our level of effort based on the following improvements.

• Lime Residuals Pumping – new progressive cavity pumps installed in the existing WTP

• Lime Residuals Intermediate Storage – new cast-in-place concrete tanks with mixing and pump

transfer to the dewatering equipment

• Lime Residuals Dewatering – new single floor masonry structure to house dewatering

equipment, polymer feed system, and cake conveyance into an adjacent storage facility

• Lime Residuals Cake Storage – new concrete slab and push walls to store dewatered lime cake.

The superstructure is assumed to be a pre-engineered cover mounted on the concrete walls

intended to protect the lime residuals cake from precipitation.

We have estimated a preliminary list of drawings for the anticipated solids dewatering facilities and

associated infrastructure. This list is provided at the end of this scope of services to help quantify the

expected level of effort and drawings to represent the improvements.

We expect all proposed improvements will be located on City-owned property and not require temporary

or permanent easements for construction purposes. We have developed a conceptual layout of

improvements to guide our level of effort and proposed fee. We understand the specific layout may

change during the alternatives analysis and preliminary design stages but will coordinate that effort with

the City. We expect all work associated with the filter backwash storage and disposal system will be

performed by others.

Our design milestones will include 30%, 60%, 90%, and 100% (bid drawings) stages to systematically

advance the design and provide progress sets for City review and comment at each design stage.

Our team will utilize Revit for facility design and AutoCAD Civil 3D for buried piping and grading

design work. We can provide AutoCAD files of the bid drawings to the City along with a PDF set.

October 14, 2021



5. Specification Preparation

Our team will develop technical specifications associated with design elements. This will be provided in

CSI Division 50 format and utilize the City’s front-end specifications for Division 0. We will furnish a

table of contents at the 30% design stage and draft technical specifications at the 60% and 90%

submittals. Front-end specifications provided by the City and modified by Hazen to be project specific

will be prepared and submitted with the 90% submittal. The Project Manual with final front-end

specifications and technical specifications at will be provided in both Word and PDF formats at the 100%

design submittal.

Hazen will support the City with completing permit applications, including the Ohio EPA plan approval

and the Permit to Install. We have assumed that the City will pay application costs.

6. Engineer’s Construction Cost Estimate

Hazen will provide an initial engineer’s opinion of probable construction cost at the 30% design that will

outline the format and configuration with soft costs, contingencies, and markups based on the expected

October 14, 2021



cost of work. We will update this cost opinion at the 60%, 90%, and 100% design stages. Estimates will

be prepared consistent with AACE guidelines at each design submittal.

Our staff will assist the City with funding applications and provide information necessary depending on

the final funding agency that the City selects for a loan. We expect this will include cost and schedule

information along with any technical information to complete the loan application documents.

7. Field Survey

Hazen will subcontract with a professional surveying firm (The Kleingers Group) to perform a

planimetric survey of City-owned property generally east of the existing WTP. We anticipate the City will

provide AutoCAD survey files of the existing WTP area. We will integrate the existing survey area (in

red in graphic below) with the new survey area (in blue in graphic below) to have a single survey

basemap for use during design.

Following the planimetric survey, we anticipate there may be areas requiring additional. We have

budgeted for a $5,000 allowance for subsurface utility location that would likely use vacuum excavation

to expose underground utilities and provide better location and depth information for critical project areas

where existing data is not clear.

Hazen will subcontract with a geotechnical firm (DHDC) to collect soil borings and geotechnical

recommendations for the project design. We have budgeted to install the following hollow-stem auger

October 14, 2021



borings to investigate soil on City-owned property, with specific locations to be determined following

preliminary design and conceptual layout of the new facilities.

• Three 25-foot deep borings with location intended to support new structure design

• Three 10-foot deep borings intended to support new roadway design

We will develop a geotechnical engineering report that summarizes the existing soil conditions, boring

logs, and recommendations for foundation design and roadway pavement section.

8. Bidding Phase Services

Hazen will provide bidding assistance to address questions submitted by potential contractors, prepare

addenda, and perform other routine bidding services as requested by the City. We anticipate that the City

will advertise the bid documents, receive bids, and contract with the selected bidder.

9. Beneficial Use of Lime Residuals

Hazen will engage Material Matters to identify potential market and beneficial use of the dewatered lime

residuals. They will evaluate potential outlets and constraints for various disposal options including

continued reliance on the City of Dayton for recalcining, land application, flue gas desulphurization,

sewer discharge, and other off-site uses in an accessible region around the City. This evaluation will

consider outlets for both liquid residuals and dewatered cake residuals. A regulatory review will be

conducted to confirm that promising options are possible in Ohio and Indiana, including how other

entities are currently regulated and developing approaches where regulations may not have solid

pathways for use.

Material Matters will develop a technical memorandum during the preliminary design stage to summarize

beneficial use options. This evaluation will provide water quality characteristics of the residuals relative

to chemical (metals, nutrients, calcium, CCE, PFAS, pH) and physical (total solids, stacking height,

density, handleability) characteristics. It will include outside-the-gate capacity, revenues, and expenses

for each viable option, and summarize regulatory issues including permit needs.

Additional scope can be added to allow Materials Matters to prepare a request for information or request

for proposals should the City seek additional support from the market to provide pricing and capacity to

handle the liquid and dewatered lime residuals.

October 14, 2021



Proposed Schedule

Hazen will work with Middletown to develop a mutually agreeable schedule to perform this scope of

services. We anticipate contract execution in December 2021 and project kickoff in January 2022. Given

the extent of facility design and multiple review period, we expect approximately 12-15 months to deliver

this scope of services. This would provide approximately 2 months for each of the Basis of Design, 30%

Design, 60% Design, 90% Design, 100% Design, and Bidding phases.

Preliminary Drawing List

We have developed a preliminary list of drawings that we anticipate will be needed to represent the

construction work. A summary of preliminary drawings by discipline is provided below. The complete

list of preliminary drawings is presented on the following pages.

DRAWINGS DISCIPLINE

3 GENERAL

15 CIVIL

24 MECHANICAL PROCESS

19 STRUCTURAL

13 ARCHITECTURAL

8 PLUMBING

9 HVAC

26 ELECTRICAL

17 INSTRUMENTATION

134 TOTAL DRAWINGS

Proposed Fee

We have developed a task-level estimate of hours and cost to perform this scope of services. A task-level

summary is provided below. A more detailed fee summary by sub-task and by discipline group is

presented on the following pages.

TASK TOTAL HOURS TOTAL COST

Task 1 - Project Management and Coordination 225 $49,500

Task 2 - Site Visits/Review Existing Documents 114 $20,000

Task 3 - Preliminary Design 537 $91,800

Task 4 - Drawing Production 4031 $604,200

Task 5 - Specification Preparation 415 $65,900

Task 6 - Engineer's Construction Cost Estimate 154 $29,700

Task 7 - Field Survey 45 $32,400

Task 8 - Bidding Phase Services 184 $30,400

Task 9 - Beneficial Use Evaluation 152 $28,100

TOTALS 5857 $952,000

PRELIMINARY SHEET LIST

LIME SOLIDS PROCESSING FACILITY

CITY OF MIDDLETOWN, OH WATER TREATMENT PLANT

No. Sheet Title Sheet Description

G 01 COVER

G 02 INDEX OF DRAWINGS

G 03 LEGEND, SYMBOLS, AND ABBREVIATIONS

CIVILC 01 EXISTING SITE PLAN

C 02 DEMOLITION PLAN

C 03 DEMOLITION PLAN

C 10 YARD PIPING PLAN

C 11 LIME RESIDUALS PIPING - PLAN AND PROFILE (1"=20')

C 12 LIME RESIDUALS PIPING - PLAN AND PROFILE (1"=20')

C 13 DRAINAGE PIPING - PLAN AND PROFILE (1"=20')

C 20 PAVING, GRADING, AND DRAINAGE PLAN

C 21 ROADWAY PLAN

C 22 ROADWAY PLAN

C 23 ROADWAY SECTIONS

C 24 ROADWAY SECTIONS

C 30 SEDIMENT AND EROSION CONTROL PLAN

CIVIL STANDARD DETAILS

CD 01 CIVIL DETAILS

CD 02 CIVIL DETAILS

MECHANICALM 01 PROCESS FLOW DIAGRAM

M 02 PROCESS DESIGN CRITERIA

LIME RESIDUALS PUMPING

M 100 DEMOLITION PLAN

M 101 BOTTOM PLAN

M 102 SECTIONS

LIME RESIDUALS INTERMEDIATE STORAGE

M 200 STORAGE BOTTOM PLAN

M 201 STORAGE TOP PLAN

M 202 STORAGE SECTIONS

M 203 PUMP AREA BOTTOM PLAN

M 204 PUMP AREA TOP PLAN

M 205 PUMP AREA SECTIONS

M 206 3D ISOMETRIC VIEWS

GENERAL

1 of 5

LIME RESIDUALS DEWATERING

M 300 BOTTOM PLAN

M 301 TOP PLAN

M 302 DEWATERING SCHEMATIC

M 303 POLYMER FEED PLAN

M 304 POLYMER FEED SCHEMATIC

M 305 SECTIONS

M 306 SECTIONS

M 307 3D ISOMETRIC VIEWS

LIME RESIDUALS CAKE STORAGE

M 400 BOTTOM PLAN

M 401 SECTIONS AND DETAILS

MECHANICAL STANDARD DETAILS

MD 01 STANDARD DETAILS

MD 02 STANDARD DETAILS

STRUCTURALS 01 STRUCTURAL NOTES

S 02 STRUCTURAL NOTES

S 03 SPECIAL INSPECTIONS


S 200 BOTTOM PLAN

S 201 TOP PLAN

S 202 SECTIONS AND DETAILS



S 300 BOTTOM PLAN

S 301 ROOF PLAN



S 304 BEAM AND COLUMN SCHEDULES

S 305 STAIRS AND PLATFORMS


S 400 BOTTOM PLAN


STRUCTURAL STANDARD DETAILS

SD 01 STANDARD DETAILS




2 of 5

ARCHITECTURALLIME RESIDUALS DEWATERING

A 300 CODE SUMMARY AND LIFE SAFETY PLAN

A 301 BOTTOM PLAN

A 302 TOP PLAN

A 303 ROOF PLAN

A 304 BUILDING ELEVATIONS

A 305 BUILDING SECTIONS

A 306 WALL SECTIONS AND DETAILS

A 306 WALL SECTIONS AND DETAILS

A 306 STAIRS AND INTERIOR ELEVATIONS

A 307 INTERIOR ELEVATIONS AND DETAILS

A 308 ROOM FINISH, DOOR & WINDOW SCHEDULE

STRUCTURAL STANDARD DETAILS

AD 01 STANDARD DETAILS

AD 02 STANDARD DETAILS

PLUMBINGP 01 LEGEND AND GENERAL NOTES

P 02 SCHEDULES


P 100 PIPING PLAN


P 300 SCHEMATICS

P 301 PIPING PLAN

P 302 DRAINAGE PLAN


P 400 DRAINAGE PLAN

PLUMBING STANDARD DETAILS

PD 01 STANDARD DETAILS

HVACH 01 LEGEND AND GENERAL NOTES

H 02 SCHEDULES

H 03 SCHEDULES


H 300 AIRFLOW DIAGRAMS

H 301 PLAN

H 302 ENLARGED PLAN

H 303 CONTROLS

3 of 5

HVAC STANDARD DETAILS

HD 01 STANDARD DETAILS

HD 02 STANDARD DETAILS

ELECTRICALE 001 LEGEND AND SYMBOLS

E 002 GENERAL NOTES AND ABBREVIATIONS

E 10 SITE PLAN


E 100 AREA DESIGNATION PLANS

E 101 DEMOLITION PLAN

E 102 POWER PLAN

E 103 MISC DETAILS



E 201 TOP PLAN - STORAGE AREA

E 202 TOP PLAN - PUMP AREA



E 301 TOP PLAN - POWER AND GROUNDING

E 302 TOP PLAN - LIGHTING

E 303 ROOF PLAN - POWER

E 304 SINGLE LINE DIAGRAM

E 305 PANEL SCHEDULES

E 306 RISER DIAGRAMS

E 307 CONTROL BLOCK DIAGRAMS

E 308 ELEMENTARY CONTROL SCHEMATICS

E 309 ELEMENTARY CONTROL SCHEMATICS

E 310 CONDUIT AND WIRE SCHEDULES



E 401 POWER PLAN

E 402 LIGHTING PLAN

ELECTRICAL STANDARD DETAILS

ED 01 STANDARD DETAILS

ED 02 STANDARD DETAILS

INSTRUMENTATIONI 01 LEGEND

I 02 LEGEND

I 100 LIME RESIDUALS PUMPING P&ID

I 101 LIME RESIDUALS INTERMEDIATE STORAGE AND PUMPING P&ID

I 102 LIME RESIDUALS DEWATERING P&ID

I 103 LIME RESIDUALS POLYMER FEED SYSTEM P&ID

I 104 PLANT-WIDE CONTROL SYSTEM BLOCK DIAGRAM

4 of 5

I 105 SCADA NETWORK SYSTEM ARCHITECTURE

I 106 SCADA NETWORK POINT-TO-POINT DIAGRAM

I 107 SCADA NETWORK FIBER PATCH-DOWN PANEL

I 108 LIME RESIDUALS PLC PANEL GENERAL ARRANGEMENT

I 109 LIME RESIDUALS PUMPING INSTRUMENT SINGLE LINE DIAGRAM

I 110 LIME RESIDUALS INTERMEDIATE STORAGE INSTRUMENT SINGLE LINE DIAGRAM

I 111 LIME RESIDUALS DEWATERING INSTRUMENT SINGLE LINE DIAGRAM

I 112 LIME RESIDUALS POLYMER FEED SYSTEM INSTRUMENT SINGLE LINE DIAGRAM

INSTRUMENTATION STANDARD DETAILS

ID 01 STANDARD DETAILS

ID 02 STANDARD DETAILS

SHEETS DISCIPLINE

3 GENERAL

15 CIVIL

24 MECHANICAL PROCESS

19 STRUCTURAL

13 ARCHITECTURAL

8 PLUMBING

9 HVAC

26 ELECTRICAL

17 INSTRUMENTATION

134 TOTAL SHEETS

5 of 5

Estimated Hours and Fee Proposal

Lime Solids Processing Facility

City of Middletown, Ohio

Project Process Civil Structural Architectural HVAC/PL Electrical I&C Cost Beneficial TOTAL Labor Expenses/ TOTAL

estimated raw hourly rate = Management Design Design Design Design Design Design Design Estimating Use HOURS Cost Subs COST

Task 1 - Project Management and Coordination

Project Kickoff Meeting 8 4 0 0 0 0 0 7 0 0 19 4,200$ 300$ 4,500$

Bi-Weekly Review Calls 94 48 0 0 0 0 0 20 0 0 162 34,500$ -$ 34,500$

Monthly Invoices & Status Reports 28 4 0 0 0 0 0 12 0 0 44 10,500$ -$ 10,500$

Task 2 - Site Visits/Review Existing Documents

Preliminary Design Site Visit 6 6 6 12 6 0 12 6 0 0 54 9,400$ 500$ 9,900$

Review Existing Documents and Drawings 4 20 0 12 4 0 12 8 0 0 60 10,100$ -$ 10,100$

Task 3 - Preliminary Design

Preliminary Sizing of New Infrastructure 4 43 5 6 0 0 12 0 0 0 70 11,800$ -$ 11,800$

Evaluate Technology Alts for Process Equipment 10 54 0 0 0 0 2 0 0 0 66 12,700$ -$ 12,700$

Preliminary Site Layouts 10 36 16 6 0 0 6 14 0 0 88 15,100$ -$ 15,100$

Develop Draft Basis of Design Tech Memo 20 118 10 10 8 0 12 20 0 0 198 31,800$ -$ 31,800$

Review Meeting - BOD TM 6 12 0 0 2 0 2 7 0 0 29 5,600$ 100$ 5,700$

Finalize Basis of Design Tech Memo 4 20 4 6 4 4 4 8 0 0 54 9,000$ -$ 9,000$

Develop Sampling Plan 2 10 0 0 0 0 0 0 0 0 12 1,900$ -$ 1,900$

Perform and Evaluate Sampling Results 2 13 5 0 0 0 0 0 0 0 20 2,300$ 1,500$ 3,800$

Task 4 - Drawing Production

Develop 30% Design Drawings 40 326 102 60 87 16 76 96 0 0 803 120,700$ 500$ 121,200$

30% Design Review Meeting 6 12 0 4 4 4 4 7 0 0 41 7,900$ 100$ 8,000$

Develop 60% Design Drawings 40 402 102 240 87 48 280 116 0 0 1315 191,700$ 3,800$ 195,500$


Develop 90% Design Drawings 30 328 50 300 89 48 470 126 0 0 1441 206,600$ 5,100$ 211,700$


Finalize 100% Bid Drawings 16 83 15 60 79 12 44 32 0 0 341 49,800$ -$ 49,800$

Task 5 - Specification Preparation

Develop Project Manual TOC for 30% Design 4 4 2 4 5 0 4 4 0 0 27 4,500$ -$ 4,500$

Develop 60% Technical Specifications 8 49 15 8 8 6 16 26 0 0 136 20,500$ -$ 20,500$

Develop 90% Technical Specifications 8 39 15 16 5 10 12 36 0 0 141 22,000$ -$ 22,000$

Finalize Project Manual 4 15 5 8 5 4 8 14 0 0 63 10,000$ -$ 10,000$

Pre-Permit Application Meeting with Ohio EPA 8 16 0 0 0 0 0 0 0 0 24 5,100$ -$ 5,100$

Plan Approval Application to Ohio EPA 4 18 2 0 0 0 0 0 0 0 24 3,800$ -$ 3,800$

Task 6 - Engineer's Construction Cost Estimate

Develop 30% OPCC 2 4 0 4 4 1 4 0 28 0 47 9,200$ -$ 9,200$

Update OPCC for 60% Design 2 4 0 4 4 1 4 0 20 0 39 7,500$ -$ 7,500$

Update OPCC for 90% Design 2 2 0 4 4 1 4 0 20 0 37 7,200$ -$ 7,200$

Finalize OPCC for 100% Design 2 2 0 4 4 1 4 0 4 0 21 3,900$ -$ 3,900$

Support Loan Applications 4 4 0 0 0 0 0 0 2 0 10 1,900$ -$ 1,900$

Task 7 - Field Survey

Planimetric Survey (Kleingers) 4 0 12 0 0 0 0 0 0 0 16 2,800$ 12,900$ 15,700$

Hydroexcavation for Underground Utility Investigation 4 0 4 0 0 0 0 0 0 0 8 1,600$ 5,000$ 6,600$

Geotechnical Investigation (DHDC) 4 0 4 12 1 0 0 0 0 0 21 3,800$ 6,300$ 10,100$

Task 8 - Bidding Phase Services

Bidding Support 10 16 0 12 12 0 12 8 0 0 70 12,600$ 100$ 12,700$

Prepare Addenda 8 38 8 14 18 2 14 8 0 0 110 16,800$ -$ 16,800$

Bid Evaluation and Review 4 0 0 0 0 0 0 0 0 0 4 900$ -$ 900$

Task 9 - Beneficial Use Evaluation

Beneficial Use Evaluation 4 6 0 0 0 0 0 0 0 80 90 16,600$ 100$ 16,700$

Develop Report 4 6 0 0 0 0 0 0 0 52 62 11,400$ -$ 11,400$

TOTALS 432 1786 382 822 448 166 1026 589 74 132 5857 914,700$ 37,300$ 952,000$

Hours By Discipline

October 2021

S T A F F R E P O R T For the Business Meeting of: November 2, 2021 October 10, 2021 TO: Jim Palenick, City Manager FROM: Scott Tadych, Public Works and Utilities Director PREPARED BY: Nakita Lancaster, Assistant Public Works and Utilities Director PURPOSE To authorize a professional services contract with Hazen and Sawyer for the design of a new lime solids processing facility. BACKGROUND AND FINDINGS The City of Middletown discharges lime residuals and filter backwash to an existing lime lagoon as part of the process for the Water Treatment Plant (WTP). The lime lagoon was repurposed from a rock quarry and expanded overtime with some encroachment into areas of the airport and Smith Park. The lime lagoon has now exceeded its capacity and current removal processes are not keeping up with the loading rate to the lagoon. The level of encroachment of the lime lagoon is progressively getting worse. Addressing the issue is multi-faceted and includes decreasing the loading rate to the lagoon and increasing the removal of residuals within the pond. The City is currently looking at options to reduce the loading to the lagoon and bring the level of the lagoon back down to the original footprint. As mentioned, there are two waste streams to the lagoon. Earlier this year, the City entered into a contract with Jacobs Engineering to design a new discharge line to redirect the filter backwash to the sanitary sewer instead of the lagoon. The second waste stream is the ongoing discharge of lime residuals from the clarifiers to lagoon. This is a much larger project compared to addressing the filter backwash. However, continued discharge of residuals to lagoon presents many ongoing hurdles for the City. First, lime discharged to lagoon is difficult for contractors to remove due to the need to bring heavy equipment near the banks to reach the residuals. Second, hauling of lime residuals once they are removed from the lagoon is becoming increasingly expensive due to fuel cost. The lime residuals that are removed from lagoon are more accurately described as a slurry with only 5% solids. This results in a great deal of liquid being hauled and minimal solids. Finally, due the solids percentage, there are limited disposal options for the lime residuals once they leave Middletown. Currently Middletown has a contract with Dayton Water to accept used lime for reprocessing at their kiln. However, the capacity of the kiln is

Professional Services Contract – Lime Solids Processing Facility

limited and Dayton Water is unable to accept more residuals from Middletown. Given the demand for lime residuals disposal, Dayton Water could easily contract with other City’s that provide lime residuals with a higher percentage of solids compared with Middletown. This would be advantageous to Dayton Water as they are the ones incurring the expense of hauling and then need to provide for dewatering at their facility prior to processing. In evaluating the future of lime residuals handling in Southwest Ohio, it is evident that utilities that use lime softening will need to find alternative for lime residuals disposal such as beneficial reuse. Providing a dewatering facility here at the WTP will allow the City to produce residuals with a higher percentage of solids (current technology can produce solids up to 40%). This provides flexibility for beneficial reuse such as land application and ensures that the City will have a market for lime residuals long into the future. We recommend moving forward with design of a new lime processing facility. The City published a request for qualification (RFQ) over the summer and received three qualified responses. The respondents were then asked to meet with the City to discuss project details and provide a fee for conducting the design. Hazen and Sawyer’s cost proposal was the lowest and we believe they are also the best qualified to perform the work given other project experience in Ohio. Design would begin early 2022 and last 9-12 months. We anticipate construction beginning in 2023 and lasting two years. ALTERNATIVES The lime lagoon is currently over capacity and continues to receive lime residuals from the clarifiers. The City could hire contractors to increase the rate of removal from the lagoon beyond what is currently removed through the contract with Dayton Water. The most recent cost estimate provided to the City was $100-$120 per dry ton. Middletown produces over 10,000 dry tons per year so on a conservative basis, it would cost $1,000,000 a year to keep up with ongoing demand. However, since the lagoon is already beyond capacity, the City would need to remove significantly more than that. We believe that investing the capital upfront to build a new facility is more cost effective in the long run. Costs for removal will only increase and the challenges for removal from our lagoon will limit disposal options. FINANCIAL IMPACT This professional services contact is in an amount not-to-exceed $1,096,000. Funds are available in water capital fund and will need to be appropriated. The City submitted a grant fund application for this project through the State House Bill 168 Water and Wastewater Grant Program. Grant awards have not yet been announced. EMERGENCY/NON-EMERGENCY Non-emergency.

LEGISLATION ITEM 7


AN ORDINANCE ESTABLISHING A PROCEDURE FOR AND AUTHORIZING PURCHASES OF ASPHALT BY THE CITY PURCHASING AGENT IN 2022. BE IT ORDAINED by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Purchasing Agent is hereby authorized to purchase asphalt at the best prices available as needed for City purposes in 2022. Said purchases may be made without compliance with the provisions of Chapter 735 of the Ohio Revised Code, and said provisions are hereby waived. The procedure for such purchases shall be as established in this ordinance.

Section 2 For purposes of said purchases, the Finance Director is authorized and directed to expend a sum of money not to exceed $350,000.00 from the Auto & Gas Tax Fund (Fund # 210).

Section 3

This ordinance shall take effect and be in force from and after the earliest period allowed by law. _____________________________ Nicole Condrey, Mayor 1st Reading: November 2, 2021 2nd Reading:_______________ Adopted:__________________ Effective:__________________ Attest:_________________________ Clerk of City Council H:/Law/leg/2021 Leg/O Purchase of Asphalt 2022

S T A F F R E P O R T For the Business Meeting of November 2, 2021

September 2, 2021 TO: Jim Palenick, City Manager FROM: Samantha Zimmerman, Purchasing Agent PURPOSE To request authorization to purchase asphalt for paving projects in 2022 in an amount not to exceed $350,000. BACKGROUND and FINDINGS Asphalt is only available from two companies in the Middletown area. Hauling asphalt from outside the area is time-consuming, more costly (considering transportation and labor costs), and inefficient since only limited quantities can be hauled at one time. Asphalt is not available at both plants every day, so the City must purchase the asphalt from wherever it is available on the days it is needed. ALTERNATIVES The alternative is to formally bid each project as asphalt is needed, but that is not an acceptable alternative, since this would take too much time, stalling the projects. FINANCIAL IMPACT There is $350,000 available in the 2022 budget for various street paving projects. RECOMMENDATION It is recommended Council waive the bid procedure and allow asphalt to be purchased at the lowest and most responsive price available as needed for City purposes up to a maximum of $350,000. EMERGENCY/NON-EMERGENCY Non-Emergency cc: Barb Bradley, Acting Finance Director Scott Tadych, Public Works & Utilities Director Charlie Anderson, Public Works Superintendent

Purchase of Asphalt

LEGISLATION ITEM 8


AN ORDINANCE AUTHORIZING A CONTRACT WITH DUKE ENERGY FOR CAPITAL UPGRADES TO CONVERT STREET LIGHTS TO LED HEADS – PHASE 2. WHEREAS, the City currently contracts with Duke Energy to operate and maintain approximately 5,000 street lights; and WHEREAS, in 2020, as part of Phase 1, 2,246 cobra-head style street lights were converted to LED bulbs resulting in significant savings to the City, brighter lighting and fewer street light outages; and WHEREAS, the City and Duke Energy are ready to move forward with Phase 2 to convert an additional 1,455 street lights to LED; NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager is hereby authorized to enter into a contract with Duke Energy for Phase 2 of the capital upgrades to convert approximately 1,455 cobra-head style street lights to LED bulbs. The contract shall be consistent with the proposal on file in the office of the Public Works & Utilities Director, and in a form acceptable to the Law Director and City Manager.

Section 2 For said purposes the Finance Director is authorized and directed to expend a sum not to exceed $815,000.00 from the American Rescue Plan Act of 2021 Fund (#266), which such sum is hereby appropriated to the accounts of 590 (266.590.54520).

Section 3 This ordinance shall take effect and be in force from and after the earliest period allowed by law.

____________________________ Nicole Condrey, Mayor

1st Reading: November 2, 2021 2nd Reading:____________ Adopted:_______________ Effective:______________ Attest: ___________________ Clerk of City Council H:\Law\leg\2021 Leg\O Contract with Duke Energy LED Street Light Conversion (phase 2)

S T A F F R E P O R T For the Business Meeting: November 2, 2021

October 20, 2021 TO: Jim Palenick, City Manager FROM: Scott Tadych, Public Works and Utilities Director PURPOSE To authorize the City Manager to enter into an agreement with Duke Energy for capital upgrades to convert street lights to LED heads in amount not to exceed $815,000 and appropriate the necessary funds. BACKGROUND AND FINDINGS The City contracts with Duke Energy to operate and maintain approximately 5000 street lights in town. Duke and the City have been working for the past several years to convert all the Duke owned and maintained cobra-head style street lights to LED heads. Phase 1 of this effort occurred in early 2020 and included 2246 street lights at a total cost of $1,200,000. There are an additional 1455 street lights that need converted to LED’s as part of Phase 2. Conversion to the LED heads allow for a significant savings in the annual energy and maintenance charge to the City along with brighter lighting and far fewer street light outage complaints. LED bulbs typically last seven to ten years versus one to three years for the current bulbs. Staff is recommending to move forward with phase 2 of the project. ALTERNATIVES Do not proceed and keep the current streetlight system and costs. FINANCIAL IMPACT The total cost of Phase 2 is $815,000. Staff is recommending to utilize American Rescue Plan Act funds for this expenditure. These funds need to be appropriated to fund #266.590.54520. The estimated annual savings on energy and maintenance is $140,000 for Phase 2. Savings from Phase 1 is approximately $220,000 annually.

LED STREETLIGHT CONVERSION PROJECT – PHASE 2

: EMERGENCY/NON-EMERGENCY Non-Emergency ATTACHMENTS Roadway LED head example Vicinity Map w/ project phases

LEGISLATION ITEM 9

ORDINANCE NO. O2021-104 AN ORDINANCE AUTHORIZING THE AMENDMENT OF A CONTRACT WITH RUMPKE OF OHIO, INC. FOR REFUSE COLLECTION AND DISPOSAL. WHEREAS, City Council authorized a three-year contract with Rumpke of Ohio, Inc. in Ordinance No. O2019-80 for the collection and disposal of refuse (2020-2022); and WHEREAS, the cost of the services provided for 2021 are exceeding the estimated amount budgeted due to an increase in the number of trash carts rented, and additional funds are needed to cover the shortfall;


Section 1

The City Manager is hereby authorized to enter into an amendment to the

contract with Rumpke of Ohio, Inc. as may be necessary to pay the shortfall for the 2021 contract year.

Section 2

For said purposes, the Finance Director is authorized and directed to expend a

sum not to exceed $90,000.00 from the Solid Waste Fund (Fund # 555), which such sum is hereby appropriated to the accounts of 990 (555.990.52480).

Section 3 This ordinance shall take effect and be in force at the earliest date permitted by law.

______________________________ Nicole Condrey, Mayor

1st Reading: November 2, 2021 2nd Reading:___________ Adopted:____________ Effective:____________ Attest:_________________________ Clerk of City Council

H:/Law/leg/2021 Leg/O Rumpke change order 2021

S T A F F R E P O R T For the Business Meeting of: November 2, 2021

October 20, 2021 TO: Jim Palenick, City Manager FROM: Scott Tadych, Public Works and Utilities Director

PURPOSE To authorize the City Manager to enter into a contract modification with Rumpke of Ohio, Inc. for refuse collection and disposal services and to authorize a supplemental appropriation. BACKGROUND and FINDINGS The City authorized a three year contract (O2019-80) with Rumpke of Ohio, Inc. for refuse collection and disposal services through 2022. The contract was authorized for the following amounts: 2020 $3,565,513 2021 $3,630,346 2022 $3,702,152 The previously budgeted contract amounts were estimated based on the 18,000 units and 10,000 rented trash carts. Rumpke bills the City monthly based on the actual number of units served and trash carts rented. This varies from month to month as accounts are opened and closed. Since the beginning of 2020 the number of trash carts rented have steadily increased to approximately to 12,000 rented. This has created a shortfall from the estimated cost versus actual cost. The City bills $2.50 per month for trash cart rental. ALTERNATIVES None

FINANCIAL IMPACT An additional $90,000 is requested to account for budget shortfall. A supplemental appropriation to fund number 555.990.52480 in the amount of $90,000 is necessary.

2021 REFUSE COLLECTION AND DISPOSAL CONTRACT MODIFICATION

EMERGENCY/NON EMERGENCY Non-Emergency

LEGISLATION ITEM 10

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AN ORDINANCE ESTABLISHING THE PAY RANGES, PAY POLICY AND BENEFITS FOR VARIOUS SALARIED AND HOURLY CLASSIFICATIONS WITHIN THE SERVICE OF THE CITY.

BE IT ORDAINED, by the City Council of the City of Middletown, Butler and Warren Counties, Ohio:

Section 1

(A) This ordinance applies to all hourly and salaried employees in the job classifications listed in Section 1(C) of this Ordinance hired prior to January 1, 2018.

PAY RANGES FOR SALARIED EMPLOYEES (B) There are hereby established the following biweekly pay ranges for salaried and hourly classifications with the service of the City. The salary increase for 2022 is 2%.

RANGE A B C D E F G

199 854.92 895.20 937.44 981.32 1,027.88 1,075.80 1,126.32

198 895.20 937.44 981.32 1,027.88 1,075.80 1,126.32 1,179.28

197 937.44 981.32 1,027.88 1,075.80 1,126.32 1,179.28 1,234.80

196 981.32 1,027.88 1,075.80 1,126.32 1,179.28 1,234.80 1,292.84

195 1,027.88 1,075.80 1,126.32 1,179.28 1,234.80 1,292.84 1,353.60

194 1,075.80 1,126.32 1,179.28 1,234.80 1,292.84 1,353.60 1,417.12

193 1,126.32 1,179.28 1,234.80 1,292.84 1,353.60 1,417.12 1,483.72

192 1,179.28 1,234.80 1,292.84 1,353.60 1,417.12 1,483.72 1,553.48

191 1,234.80 1,292.84 1,353.60 1,417.12 1,483.72 1,553.48 1,626.84

190 1,292.84 1,353.60 1,417.12 1,483.72 1,553.48 1,626.84 1,702.48

189 1,353.60 1,417.12 1,483.72 1,553.48 1,626.84 1,702.48 1,784.24

188 1,417.12 1,483.72 1,553.48 1,626.84 1,702.48 1,784.24 1,868.20

187 1,483.72 1,553.48 1,626.84 1,702.48 1,784.24 1,868.20 1,955.88

186 1,553.48 1,626.84 1,702.48 1,784.24 1,868.20 1,955.88 2,047.80

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185 1,626.84 1,702.48 1,784.24 1,868.20 1,955.88 2,047.80 2,144.08

184 1,702.48 1,784.24 1,868.20 1,955.88 2,047.80 2,144.08 2,244.92

183 1,784.24 1,868.20 1,955.88 2,047.80 2,144.08 2,244.92 2,350.44

182 1,868.20 1,955.88 2,047.80 2,144.08 2,244.92 2,350.44 2,460.92

181 1,955.88 2,047.80 2,144.08 2,244.92 2,350.44 2,460.92 2,576.52

180 2,047.80 2,144.08 2,244.92 2,350.44 2,460.92 2,576.52 2,697.60

179 2,144.08 2,244.92 2,350.44 2,460.92 2,576.52 2,697.60 2,824.40

178 2,244.92 2,350.44 2,460.92 2,576.52 2,697.60 2,824.40 2,957.12

177 2,350.44 2,460.92 2,576.52 2,697.60 2,824.40 2,957.12 3,096.12

176 2,460.92 2,576.52 2,697.60 2,824.40 2,957.12 3,096.12 3,244.88

175 2,576.52 2,697.60 2,824.40 2,957.12 3,096.12 3,244.88 3,395.24

174 2,697.60 2,824.40 2,957.12 3,096.12 3,244.88 3,395.24 3,553.40

173 2,824.40 2,957.12 3,096.12 3,244.88 3,395.24 3,553.40 3,720.60

172 2,957.12 3,096.12 3,244.88 3,395.24 3,553.40 3,720.60 3,895.40

171 3,096.12 3,244.88 3,395.24 3,553.40 3,720.60 3,895.40 4,078.44

170 3,244.88 3,395.24 3,553.40 3,720.60 3,895.40 4,078.44 4,273.28

169 3,395.24 3,553.40 3,720.60 3,895.40 4,078.44 4,273.28 4,475.48

168 3,553.40 3,720.60 3,895.40 4,078.44 4,273.28 4,475.48 4,680.92

167 3,720.60 3,895.40 4,078.44 4,273.28 4,475.48 4,680.92 4,900.92

(C) The various salaried classifications within the service of the City are placed in the said pay ranges as follows:

JOB CLASSIFICATIONS SALARY RANGE

Administrative Assistant 184 Administrative Services Director 170 Airport Facilities Supervisor 186 Airport Manager 178 Animal Control Officer 186 Assistant City Engineer 174

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Assistant City Manager 167 Assistant Development Services Director 175 Assistant Economic Development Director 175 Assistant Finance Director 175 Assistant Fire Chief 172 Assistant Information Systems Director 175 Assistant Public Works & Utilities Director 172 169 Assistant Public Works Superintendent 178 Budget Analyst Manager 181 177 Building Cleaner 197 Building Maintenance Technician 188 Bus Cleaner 196 Chief Building Official 172 City Engineer 169 City Planner 183 City Treasurer 183 Civilian Communications Supervisor 183 Clerk of Council 177 Code Specialist 186 Communications Manager 180 Community Development Administrator 176 Community Security Officer 190 Computer Programmer/Analyst 179 Computer Technician 182 Contracts Administrator 183 Customer Relations Specialist 187 Customer Service Lead 190 Deputy Clerk of Council 187 Deputy Police Chief 172 Development Services Director 170 Economic Development Director 170 Economic Development Program Manager 176 Electronics Maintenance Supervisor 179 Electronics Technician 186 Engineer 180 Engineering Construction Inspector 181 Engineering Technician 184 Environmental Monitoring Technician 185 Executive Account Clerk 186 Executive Assistant 183

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Facilities Maintenance Supervisor 182 Field Inspector 180 Finance Director 169 Fire Chief 170 Garage Superintendent 177 General Counsel 172 GIS Administrator 178 Grounds Maintenance Supervisor 182 Historic Property Specialist 186 Housing Code Specialist 186 HUD Program Administrator 176 Human Resources Clerk 189 Human Resources Manager 176 Human Resources Specialist 183 HVAC/Building Maintenance Technician 185 Impound Lot Clerk 186 Income Tax Auditor 182 Income Tax Superintendent 176 Industrial Pretreatment Coordinator 180 Information Systems Director 170 Intern 187-197 Line Service Lead 190 Line Service Technician 190 Natural Resources Coordinator 176 Paralegal 183 Payroll Administrator 183 Permit Specialist 184 Planning Director 176 Police Chief 170 Process Control Supervisor 180 Property Officer 186 Public Works Leader 182 Public Works Superintendent 177 Public Works & Utilities Director 170 167 Purchasing Agent 181 Secretary 187 Senior Account Clerk 188 Senior Electronics Technician 182 Senior Engineer 176

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Senior Engineering Technician 182 Staff Attorney 183 Systems Administrator 178 Utility Billing Supervisor 183 Victim Advocate 191 Water Reclamation Lab Analyst 184 Water Reclamation Maintenance Supervisor 180 Water Reclamation Manager 175 Water Reclamation Mechanic 182 Water Reclamation Operator:

Class I Certification 185 Class II Certification 183 Class III Certification 182 Uncertified 187

Water Treatment Assistant Lab Analyst 185 Water Treatment Lab Analyst 184 Water Treatment Maintenance Supervisor 180 Water Treatment Manager 176 Water Treatment Mechanic 182 Water Treatment Operator:


Zoning Administrator 183 Zoning Inspector 186

(1) Adjustments.

(a) All employees shall be paid in the Range provided in Section 1(C) of this Ordinance, except as provided herein. (b) Any department director who obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 169. (c) Any department director who obtains or possesses a masters or doctoral degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be

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similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 168. (d) If the Police Chief or Fire Chief obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 169. (e) If a Deputy Police Chief or Assistant Fire Chief obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 171.

(2) Implementation of Reclassifications.

(a) All reclassifications included in Section 1(C) of this Ordinance shall be implemented by providing a step increase to the affected employee on their next anniversary date. If an affected employee is scheduled to receive a step increase regardless of the reclassification, no additional increases in base pay will be provided during 20212 except for the scheduled step increase. (b) However, any affected employee whose scheduled step increase in 20212 would not result in an amount equivalent to or higher than Step A of the new Range assigned to the position occupied by the affected employee shall be placed in Step A of the new Range effective January 1, 20212. These employees shall be given a new anniversary date of January 1. (c) Any part-time employee affected by a reclassification in this Ordinance shall be assigned to a step in the new Range for that position at the step equivalent to at least 4% higher than their present rate of pay. (d) The procedures for implementation of the reclassifications set forth in Section 7 of this Ordinance are not applicable to the reclassifications set forth in Section 1(C) of this Ordinance.

(3) Exceptions.

(a) Any Planning Director assigned to the position January 1, 2019 or later will be a division manager, not a department director.

(D) Performance–Based Compensation. Performance-Based Compensation (PBC) is supplementary compensation to provide city employees lump sum payments

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when in the sole discretion of City Council, the overall performance of the City, as measured by income tax receipts, justifies additional compensation to its employees. This payment will be made to all full-time employees of the City, including employees in collective bargaining units which includes the payment in its collective bargaining agreement. The payment will be made to all part-time employees who worked over 1,000 hours in the previous calendar year in an amount equal to one-half of the full-time employee payment. No employee hired on or after October 1 in the prior calendar year shall receive PBC. City Council determines that the PBC amount to be paid in 2021 to be $0. (ED) The City Manager is authorized to establish part-time equivalent positions for any full-time position established by this ordinance, and is further authorized to develop Policies and Procedures in accordance with such part-time positions and to maintain the policy on file in the City Manager's office. A part-time employee is an employee who is scheduled to work less than forty hours in a workweek. Authorized leaves do not affect the status of a full-time employee. All part-time employees shall be paid an hourly rate equal to one-eightieth of their full-time equivalent's biweekly rate. (FE) Water Treatment Operators and Water Reclamation Operators who serve as shift operators shall be paid at a rate of pay which is 4.7% above the regular rate of pay. The assignment of a shift operator shall be solely at the discretion of the Water Treatment Manager or the Water Reclamation Manager.

Section 2

PAY RANGES FOR CERTAIN HOURLY EMPLOYEES The salary of each part-time bus driver shall be reviewed for step increases after having met the following combination of requirements:

Step Years of Service

Hours of Driving Experience

B 1 ½ 1,500 C 3 3,000 D 4 4,500 E 5 6,000 F 6 7,500

PART-TIME BUS DRIVER

STEPS A B C D E F 2022 $15.39 $15.91 $16.31 $16.77 $17.62 $18.38

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Section 3

PAY RANGES FOR SEASONAL EMPLOYEES

(A) Seasonal classification shall be paid weekly at the rates listed in this section:

(1) Seasonal Engineering Construction Inspectors shall be paid $24.21 per hour. (2) Seasonal Mowing Inspectors shall be paid $15.00 per hour. (3) Seasonal Laborer shall be paid $13.00 per hour. (4) Transform Middletown Supervisor shall be paid $15.00 per hour.

(B) All other seasonal classifications not specifically listed herein shall be paid minimum wage on a weekly basis.

Section 4

ADMINISTRATION OF ORDINANCE

The City Manager is authorized to issue regulations for the administration of this Ordinance.

Section 5

SALARY POLICY

(A) The salary of each employee shall be reviewed annually by the department director for the purpose of determining which employee may be entitled to a step increase. All personnel records, performance, and length of service shall be considered in making recommendations with major emphasis placed on the evaluation of services rendered. A department director may advance an employee to the next step until the maximum step has been reached. Any step increase exceeding one step must be approved by the City Manager in writing.

(B) Part-time employees, upon the recommendation of their department director, may be entitled to a step increase upon completing 2,080 hours in their current step as a part-time employee. (C) (1) A new employee shall be paid at the minimum step of their range.

However, department directors shall have the authority to hire into Step B or C as an inducement to attain qualified candidates. City Manager approval is required for all job offers above Step C.

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(2) For highly competitive positions and/or positions in which no qualified candidates are identified upon initial advertisement and recruitment, signing bonuses may be offered in an amount not to exceed $3,000.00, subject to the availability of funds in the budget to pay such incentive. The incentive must be approved by the department director, the Finance Director and the City Manager. An employee that receives this incentive is required to maintain employment with the City for a minimum of 180 calendar days. If the employee separates from employment by resignation or termination during the 180 calendar days, the incentive shall be repaid from the final paycheck and/or termination pay. If funds from the final paycheck or termination pay are insufficient to repay the incentive, the employee shall repay the City from their own funds.

(D) A full-time employee who is reduced to part-time employment shall be permitted to remain in the last pay step they occupied as a full-time employee as long as such employee remains in the same job classification or title. All other provisions of this ordinance, as it affects part-time employees, shall apply to such an employee, and all definitions of full-time and part-time employment in this ordinance shall be applicable for purposes of this ordinance.

Section 6

OVERTIME PAY

(A) An employee working in excess of 40 hours in one week, as defined by the Fair Labor Standards Act, as amended (provided that holidays, bereavement leave, and injury leave for which the employee is paid shall be counted in the 40 hours), shall, as determined by supervision, either be paid time and one-half their regular rate, or receive compensatory time off on the basis of one and one-half (1½) hours off for each hour of overtime worked. Time off to use earned compensatory time will be granted within 60 days of the request made by the employee. When compensatory time is used, it shall not count as hours worked during the applicable work period for purposes of determining overtime. No employee shall be permitted to accrue more than 240 hours of unused compensatory time and any employee who has accrued 240 hours of compensatory time shall be paid in cash for all overtime in excess thereof, at the employee’s regular rate at the time of payment, except that public safety employees may accrue up to 480 hours of compensatory time. Upon termination of employment, unused compensatory time shall be paid at the employee’s average regular rate for the last three years of employment or the employee’s final regular rate, whichever is higher. This provision shall not apply to exempt employees, a list of such job titles which is attached hereto as Exhibit A.

(B) Except as otherwise provided in a collective bargaining agreement, all non-exempt employees who are scheduled to work, and do work, on any holiday or day observed as a holiday, as determined by the City Manager, other than employee’s

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birthday, shall be paid an amount equal to one and one-half (1½) times the amount which they receive for any other regular work day, in addition to their regular holiday pay, or receive compensatory time off on the basis of one and one-half (1½) hours off for each holiday hour worked, at the discretion of the department director. (C) All employees who work on a rotating shift at the Water Treatment Plant and Water Reclamation Facility and whose seventh consecutive eight-hour day falls on any holiday, shall receive compensation equal to two times their regular hourly rate in addition to their regular holiday pay the greater rate of one and one-half (1½) times the regular rate of pay (overtime) or seventh date rate (two times regular rate), but not both. (D) Employees who work on a rotating shift at the Water Treatment Plant and Water Reclamation Facility shall receive one and one-half (1½) two times the regular rate of pay for the seventh day when working seven consecutive eight-hour days. Those employees who are working the midnight shift during the change to daylight saving time will work only seven hours; however, this will still constitute an entire shift for calculation of seven consecutive eight-hour days. Hourly rates of pay shall be determined by dividing the biweekly salary by 80. (E) Any hour for which an employee receives overtime or premium compensation eliminates that hour from consideration for overtime or premium payment on any other basis. If the time worked falls under two or more overtime and/or premium pay classifications, the higher rate shall prevail. This section shall not eliminate shift premium, where applicable during overtime hours.

Section 7

RECLASSIFICATIONS, PROMOTIONS AND DEMOTIONS

(A) Reclassifications.

(1) A reclassification is reallocating a position to the appropriate pay range as is necessary to provide an equitable, just, and proper classification. A reclassification may be up or down in pay ranges. Any employee may request a review of the classification of their position. Effective the same date as the reclassification the employee will receive a 4.7% increase or go to the lowest step of the new pay range, whichever is greater. A reclassification gives an employee a new anniversary date. The procedure for requesting a reclassification and the process for reviewing such requests shall be established by the City Manager. (2) An employee who is reclassified to a lower position shall be placed in a step closest to, but not lower than, their current salary. If the lower classification’s pay range is lower than the employee’s current salary, the

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employee’s salary shall be frozen until the range increases to the employee’s current salary.

(B) Temporary Reclassifications.

(1) Except as otherwise provided, when it is necessary for a department director to fill a higher classification, for any reason, with an employee from a lower classification, such employee shall be compensated at the beginning step of the higher classification, or at a rate of 4.7% greater than the regular step of the employee, whichever is greater. The higher compensation shall begin on the first day of the temporary reclassification, but only if the employee will be reclassified for more than the minimum period established below. Employees that will not be reclassified for the minimum period are not eligible for the higher rate of pay.

(a) An employee who is officially assigned and who temporarily fills a higher position at the level of department director must fill such position for a continuous period of 40 hours or more to be eligible for compensation at the higher level of classification, as described above. (b) An employee who is officially assigned and who temporarily fills the higher position of City Manager must fill such position for a continuous period of 30 calendar days or more to be eligible for compensation at 4.7% greater than the current step of the employee. (c) An employee who is officially assigned and who temporarily fills a supervisory position as defined in Exhibit A for a continuous period of 40 hours, except for training, is eligible for such pay. (d) All other non-supervisory employees are eligible for such pay when the employee is officially assigned and satisfactorily performs the duties of the higher-level position for a continuous period of 40 hours, except for training. (e) An employee who is temporarily reclassified in accordance with subsection 7(B)(1)(a), (b) or (c) (hereinafter the reclassified employee) shall receive the higher rate of pay during any compensable leave taken by the reclassified employee during the period of the temporary reclassification, unless such leave exceeds 40 hours or five consecutive work days, or is determined by the City Manager to be of such a nature to preclude the reclassified employee from performing the duties of the higher or supervisory position.

(2) When it is necessary to temporarily fill a higher classification, for any reason, with a Water Treatment Lab Analyst, Water Treatment Assistant Lab Analyst, Water Treatment Operator, Water Treatment Mechanic, Water

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Reclamation Lab Analyst, Water Reclamation Mechanic or Water Reclamation Operator and when that employee is officially assigned by the Water Treatment Manager or Water Reclamation Manager and satisfactorily performs the complete duties of the higher level position for a continuous period of eight hours or more, except for training, such employee shall be compensated, during the entire period of continuous temporary reclassification, at the beginning step of the higher classification, calculated on an hourly basis, or at a rate 4.7% greater than the regular step of the employee, whichever is greater, except as otherwise required by law. If an employee to be temporarily reclassified, as that term is used in Section 7(B) of the current ordinance, is scheduled to receive seventh day pay, as described in Section 6(C) of the current ordinance, as part of their regularly scheduled work week, the City Manager is authorized at their discretion, to approve compensating such employee at a rate 9.4% greater than the regular step of the employee rather than the 4.7% set forth in Section 7(B)(1) of current ordinance.

(C) Promotions and Demotions.

(1) Employees whose positions are listed in Section 1(C) of the current ordinance establishing pay ranges, shall have wage changes in the event of promotions or demotions in the following manner:

(a) A promotion is advancing from one pay range to another as the result of changing from one job to another with new and increased responsibilities. This is usually accomplished through Civil Service competitive examinations or by exceptional appointment. Because promotions indicate a more significant advancement in duties and responsibilities, a promoted employee will receive an immediate 4.7% salary increase or lowest step in the new pay range, whichever is greater. A promotion gives the employee a new anniversary date. Promotion is not from reclassification or adjustment of the same position and not from one step to another within the same range. In the case of promotions of division managers and department directors, the City Manager shall determine the rate of pay within the appropriate range.

(b) When an employee is demoted to a lower-class position, they shall be paid at a rate, which is within the approved range for the lower- class position. The rate of pay shall be determined by the City Manager.

(D) Assumption of Additional Duties.

(1) In the event it becomes necessary for an employee to assume all job duties of a separately classified employee or job title while that title goes unfilled, the employee performing the additional duties may be entitled to receive up to one additional pay range at the sole discretion of the City Manager. This

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provision does not apply when job duties are split between separate employees or the position remains filled with another employee. (2) In the event it becomes necessary for an employee to assume less than the full duties of a separately classified employee or job title while that title goes unfilled, the employee performing the additional duties may be entitled to receive pay up to two steps above their regular rate of pay at the sole discretion of the City Manager.

(E) Certifications and Licenses. Any full-time employee who obtains a license or certification which is determined by the employee’s department director, with the concurrence of the City Manager, to be beneficial in the performance of the employee’s job shall be eligible to receive a step increases (4.7%) up to 9.4% within their current salary range. The step increases shall be cumulative, not per license or certification.

Section 8

CALL-OUT, CALL-BACK AND QUICK-RETURN PAY

(A) Call-Out. The following full-time personnel shall be guaranteed a minimum of three hours pay at one and one-half (1½) times their regular rate of pay if the employee has been notified to report for work outside their scheduled shift, unless the employee has been notified not to report for such scheduled shift. However, if the call-out occurs within one hour prior to the start of the employee's regular shift, the employee will receive two hours of call-out pay at one and one-half (1½) times their regular rate of pay.

Building Maintenance Technician Computer Programmer/Analyst Computer Technician Electronics Maintenance Supervisor Electronics Technician Engineering Construction Inspector Grounds Maintenance Supervisor HVAC/Building Maintenance

Technician Process Control Supervisor Public Works Leader Senior Electronics Technician

Systems Administrator Water Reclamation Lab Analyst Water Reclamation Maintenance

Supervisor Water Reclamation Mechanic Water Reclamation Operator Water Treatment Assistant

Lab Analyst Water Treatment Lab Analyst Water Treatment Maintenance

Supervisor Water Treatment Mechanic Water Treatment Operator

In addition to the employee positions listed in Section 8(A), the City Manager, at their discretion, may give call-out pay to non-exempt employees.

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(B) Call-Back. If an employee is sent home at the beginning of their regular shift and is required to return later that day to work another shift they shall be compensated in addition to their regular hourly rate for hours actually worked, three hours at their regular hourly rate of pay. (C) Quick-Return. An employee who completes their regular shift and is required to return to work another shift within 16 hours of their regular shift shall be compensated for three hours at their regular calculated hourly rate, with the following limitations:

A Water Treatment Plant or Water Reclamation Facility employee who completes their regular shift and is required to return to work another shift within 16 hours of their regular shift shall be compensated for three hours at their regular calculated hourly rate if the employee is not notified of the requirement to return prior to the end of their scheduled shift.

Section 9

LONGEVITY PAY

(A) Longevity shall be paid to full-time employees as listed in Section 1(C) of the current ordinance establishing pay ranges in the calendar year of the attainment of the anniversary of employment in accordance with the percentages of their existing base salary as of November 30 of the year in which longevity is to be paid:

Years of Service Percentage 10 – 14 1% 15 – 19 2%

20+ 3% (B) Payment of Longevity.

(1) Longevity will be paid in a lump sum in November or December of each year at the discretion of the Finance Director.

(2) In order to receive longevity payments, an employee must be on the

payroll when such payment is made, except as provided herein. (C) Death, Retirement or Resignation. In the event of death, retirement or resignation of an employee, longevity pay for that year will be paid pro-rata to the date of death, retirement or resignation.

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Section 10

SHIFT DIFFERENTIAL

For any shift commencing between the hours of 3:00 P.M. and 4:00 A.M. of the following day, differential pay shall be as follows: (A) For any shift starting at 3:00 P.M. or after, but not later than 10:59 P.M., effective January 1, 2019, $0.65 per hour. (B) For any shift starting at 11:00 P.M. or after, but not later than 4:00 A.M., effective January 1, 2019, $0.75 per hour. (C) Water Treatment Operators or Water Reclamation Operators working a scheduled 12 hour shift shall receive shift differential as provided in subsection 10(A) if the majority of the scheduled shift is after 3:00 P.M., and as provided in subsection 10(B) if the majority of the scheduled shift is after 11:00 P.M.

Section 11

INSURANCE

(A) The City shall offer its standard medical and prescription coverage, hereinafter collectively (health insurance coverage) to all full-time employees. The specific terms of the coverage, including deductibles, co-payment, and employee contributions shall be established by the Health Care Committee, within the budgetary authority established by City Council. Employees may refer to details of the coverage plan on file in the Human Resources Division. (B) The City shall continue to offer a dental, eye care or vision plan to the employee groups presently eligible to receive such plan in accordance with the terms of such plan on file in the Human Resources Division. (C) All employees who retire under the Public Employees Retirement System because of inability to work due to disability, or having reached the respective pension funds’ retirement age and/or years of service requirements, shall be entitled to current City medical benefits until: (1) such time as coverage is provided by the respective pension fund, or (2) it is determined by the City that such coverage is not available to that employee. No duplication of coverage is permitted. Employees who are not eligible for medical coverage due to the respective pension system’s requirements, may be entitled to carry such coverage as provided under Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA). (D) All full-time employees as listed in Section 1(C) of this ordinance shall receive group life insurance coverage paid by the City in the amount of $50,000.00. The City Manager and all department directors shall receive such coverage in the amount of

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$100,000.00. Double indemnity premiums shall be paid by the City on all such coverage. Additional coverage through “Voluntary Life Insurance” may be purchased by the employees in accordance with the insurance company’s requirements. (E) All retired City employees, hired prior to January 1, 2010, shall receive $5,000.00 life insurance coverage paid by the City. Double indemnity will not be provided on such coverage. (F) All City employees hired prior to January 1, 2010 who retire under a disability after May 1, 1995 shall receive $5,000.00 life insurance coverage paid by the City. Double indemnity will be provided on such coverage.

Section 12

HOLIDAYS (A) The following days shall be paid holidays for all regular full-time employees: New Year’s Day, Martin Luther King Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, Christmas Day, and employee’s birthday. The employee birthday holiday is to be scheduled as a day off at the discretion of the department director, and is not subject to premium pay. Unless otherwise specifically stated, a holiday is equal to eight hours. (B) A part-time employee who has worked a minimum of 1,040 hours in the previous year shall receive holiday pay for all holidays listed in (A) above as follows:

(1) If the employee worked 1,040 hours or more, but less than 1,560 hours, the employee shall receive four hours of holiday pay for each paid holiday listed in paragraph (A) of this section, except the employee’s birthday, which shall be unpaid, if taken; and (2) If the employee worked 1,560 hours or more, the employee shall receive six hours of holiday pay for each paid holiday listed in paragraph (A) of this section, except for the employee’s birthday, which shall be unpaid, if taken.

(C) An employee who was full-time in the previous year shall not be eligible for holiday pay in their first year of part-time employment.

Section 13

AUTHORIZED LEAVES

(A) Sick Leave.

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(1) All full-time employees, including probationary, shall be eligible for sick leave. (2) Each full-time employee shall be credited with 10 hours of sick leave for each full calendar month of service. Accumulation of sick leave shall be unlimited. (3) The City Manager is hereby authorized to establish a program for the voluntary transfer of sick leave by employees. Such program and the requirements thereof, if created, shall be included in the policies and procedures promulgated by the City Manager. (4) The City Manager shall establish policies and procedures for the pay out of accumulated sick leave to an employee upon the termination of their employment. (5) Sick leave shall be taken in accordance with the Policy and Procedure Manual as determined by the City Manager.

(B) Injury Leave. (1) The maximum paid injury leave for on-the-job injury shall be 120 work days. For purposes of injury leave, a day is the normal scheduled workday of the employee. (2) Injury leave shall be taken in accordance with the Policy and Procedure Manual as determined by the City Manager.

(C) Bereavement Leave. (1) Bereavement leave shall be granted to full-time employees, including probationary employees, in the amounts listed below:

Relationship to Employee Work Days*

of Leave Spouse, child, parent or someone standing in loco parentis 5 Immediate family: stepchild, grandchild, step-parent, grandparent, brother, step-brother, brother-in-law, sister, step-sister, sister-in-law, parents or step-parents of spouse, and grandparents of spouse

3

*A day is equal to eight hours.

(2) Bereavement leave shall be taken in accordance with the Policy and Procedure Manual as determined by the City Manager.

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(D) Military Leave.

(1) Reserve Leave. (a) Eligibility. Permanent full-time employees who are members of any military reserve component are entitled to leave of absence for such time as they are performing service in the uniformed services, not to exceed 31 days per calendar year for periods of up to 176 hours within each federal fiscal year. A federal fiscal year begins on October 1st and ends on September 30th of the following year. Such a leave will be granted by the department provided employee provides 30 days’ notice and provides orders prior to departure, except in the case of emergency. (b) Pay. Military reserve leaves shall be without pay. However, if the employee’s military pay is less than the regular City pay, the employee will be entitled to the difference, up to a maximum of 22 eight-hour days or 176 hours, or for a full-time public safety employee, 17 twenty-four-hour days or 408 hours each federal fiscal per calendar year. The employee is responsible for notifying the Payroll Administrator upon their return from leave to process the difference in pay. (c) Effect of Leave. Periods of Mmilitary reserve leaves for up to 30 calendar days do not constitute a break in continuous employment with the City, nor do they affect the employee’s accrual or eligibility for benefits provided by this ordinance.

(2) Active Duty Leave. Permanent full-time employees who are called to active military service which requires their absence from work, pursuant to a Presidential Order or an Act of Congress: (a) will be paid the difference between their regular City salary and their military base pay; (b) are entitled to the continuation of health and life insurance coverage for themselves and their dependents; and (c) shall continue to accumulate vacation, sick and holiday leave. Continuation of health insurance will be contingent upon the payment of the employees’ regular monthly contribution, in accordance with the requirements of the City. Continuation of life insurance is subject to the same exclusions and limitations currently in effect by the carrier or as may be imposed by the carrier subsequent to the passage of this ordinance. Holiday and vacation days earned during military leave covered by this ordinance must be used or cashed out upon the employee’s return from leave, at the department director’s discretion. Nothing in this ordinance is intended to prevent the banking of holidays where the same is permitted by a collective bargaining agreement.

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(3) Permanent part-time employees who are called to Reserve Leave or Active Duty Leave will have their position held during the leave. Part-time employees are not eligible to receive the difference between their regular City salary and their military base pay. (4) Probationary employees. Employees who have not completed their probationary period before going on Military Leave will be required to complete make up the difference of their unserved probationary time upon return from leave in order to fairly evaluate their performance. Step increases will be given at the successful completion of the probationary period, if appropriate. The extended probationary date will be used for step increase purposes. The employee’s anniversary date will remain the same. (5) Compliance with Federal Law. The City will comply with the Uniformed Services Employment and Reemployment Rights Act (USERRA) of 1994 (Title 38 USC Chapter 43). (6) Compliance with State Law. The City will comply with Ohio Revised Code Section 5923.05 and Ohio Administrative Code Rule 123:1-34-04. (67) The City Manager is authorized to establish any regulations for the administration of Military Leave in the Policy and Procedure Manual.

(E) Parental Leave.

(1) All full-time employees, including employees on probation, shall be eligible for parental leave for the birth of a biological child or placement of a foster or adopted child. (2) The City will pay a percentage of the employee’s hourly rate for the first six weeks immediately following the birth or placement of a child. The percentage of pay calculated based on the hire date and years of service on the date paternal leave begins.

Years of Service Percentage of Pay Less than 1 25% 1 – 4 50% 5 or more 75%

(3) The City Manager shall establish policies and procedures for the administration of Parental Leave.

(F) Personal Day. All full-time employees shall be granted one eight-hour personal day each year, to be scheduled with the approval of the department director. Personal Day leave may be used in increments of two hours. Seasonal, temporary, emergency

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and other part-time employees are not eligible for personal day(s). Personal days are not a holiday and do not count as “hours worked”. (G) Leaves of Absence Without Pay. Leaves of absence without pay, which includes disability leaves of absence, as described and permitted in the Policy and Procedure Manual of the City of Middletown, will be subject to the following limitations:

(1) The employee’s health insurance will cease after employee’s leave without pay exceeds 10 days. The employee may continue their health insurance coverage at their sole expense. (2) The employee shall not accumulate sick leave or vacation during any period of leave without pay. (3) Longevity pay and uniform allowance shall be paid to an employee on a leave of absence without pay or an employee who has used a leave of absence without pay during the year, on a pro-rated basis with no longevity pay or uniform allowance for the period of leave of absence without pay. (4) These limitations do not apply to an employee who is on unpaid medical leave or unpaid family leave in accordance with the Family and Medical Leave Act of 1993.

Section 14

VACATION LEAVE

(A) Eligibility. Only full-time employees are eligible for vacation. Seasonal, temporary, emergency, and other part-time employees are not eligible, except as otherwise provided herein. A day for purpose of vacation is equal to eight hours. (B) (1) At Hire. New employees may take vacation after they have been

employed by the City for 90 days in accordance with the schedule below. Scheduling of vacation during the year of hire will be at the discretion of the supervisor.

Month of Hire # Days of Vacation Month of Hire # Days of

Vacation January 9 July 3 February 8 August 2

March 7 September 1 April 6 October 0 May 5 November 0 June 4 December 0

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(2) Persons appointed to the position of City Manager, Assistant City Manager, department director or the Chiefs in the Division of Police or Fire, may take vacation after they have been employed by the City for 90 days in accordance with the pro-rated schedule below. This provision is not intended to reduce any vacation benefit of an employee who is employed by the City in another capacity at the time of their appointment as City Manager, Assistant City Manager, department director or the Chiefs of the Division of Police or Fire.

Month of Hire: # Days of Vacation*: January 90% of base number of days February 80% of base number of days March 70% of base number of days April 60% of base number of days May 50% of base number of days June 40% of base number of days July 30% of base number of days August 20% of base number of days September 10% of base number of days October None November None December None * The base number of days shall be calculated on the employee’s year of service as set forth in paragraph D.

(C) First Full Year of Service. On January 1st of the first full calendar year of employment, employees will be deemed to have earned their vacation credit in accordance with this ordinance, in full, which may be scheduled at any time during such first full year of employment in accordance with department policy. If an employee terminates their employment with the City prior to using the vacation provided in this Section 14(C), no terminal pay will be made for such vacation time. (D) Subsequent Years of Service. On January 1st of an eligible employee’s second full year of service and in each year thereafter, employees shall receive vacation credit in accordance with the schedule set forth herein, based upon the length of service to be obtained in that year. Vacation credit will be deemed to have been earned in the employee’s prior year of service, except as otherwise provided herein. Upon termination or retirement, or in the case of leave without pay, vacation shall be pro-rated on the basis of monthly accrual. Effective January 1, 2016, when calculating vacation credit earned in the present year for purposes of terminal leave, the credit earned will be based on the employee’s date of hire.

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Vacation Days Based on Years of Service Years of Service

Permanent Full-Time

Department Directors

City Manager

1 – 4 10 20 20 5 – 9 13 22 25

10 – 14 18 25 30 15 – 19 20 25 30 20 – 24 25 30 35

25+ 28 30 35 Any permanent full-time employee of the City who received vacation credit in an amount exceeding that in the above schedule in 2021 shall continue to receive the amount of vacation credit they received in 2021 so long as they remain a permanent full-time employee of the City. For purposes of this schedule, the Chiefs of the Divisions of Fire and Police and the Assistant City Manager shall be treated as Department Directors. (E) The City Manager is authorized to grant vacation benefits in excess of those listed above to unclassified employees either as an inducement to attract qualified candidates or in recognition of qualified service. However, in no circumstance shall such employee receive more than 15 days of vacation in any year prior to entitlement under the proper section of this ordinance. (F) Full-time employees may request to receive pay for up to 4080 hours of vacation leave in each year in which they have accrued vacation credit in lieu of using that vacation leave. In the event of extraordinary situations which prevent an employee from using their vacation leave (i.e. extended position vacancy, pandemic), the City Manager shall have the sole discretion to approve the buyout of additional vacation leave. The buyout requests is are subject to the availability of funds in the budget to pay such requests and must be approved by the employee’s department director, the Finance Director and the City Manager.

(G) Part-time Employees. Part-time employees shall receive vacation based on the number of hours actually worked in the previous year as follows:

Years of Service

Less than 1040 hours

1040 Hours – 1559 Hours

1 – 4 0 40 hours 5 – 9 0 48 hours

10 or more 0 56 hours Years of service shall not include prior service as a full-time employee of the City. Paragraphs (B), (C), (D), (E) and (F) of this section do not apply to part-time employees. Part-time employees are not entitled to any terminal benefits as the result of this subsection. If a part-time employee becomes a full-time employee, they will be given

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vacation credit at the time of becoming full-time in the amount greater of that to which they would be eligible under this paragraph (B) or paragraph (D) of this section. All vacation used in the calendar year in which the employee becomes full-time will be deducted from the amount granted in the prior sentence. (H) Incremental Usage. Vacation leave may be used in increments of two hours.

Section 15

ALLOWANCES

(A) The City will provide a yearly uniform allowance to the following classifications:

(1) Assistant Public Works Superintendent / Safety Officer

Building Maintenance Technician Electronics Maintenance Supervisor Electronics Technician Engineering Construction Inspector Facilities Maintenance Supervisor Garage Superintendent Grounds Maintenance Supervisor HVAC/Building Maintenance

Technician Natural Resources Coordinator Process Control Supervisor Public Works Leader Public Works Superintendent

Senior Electronics Technician Water Reclamation Lab Analyst Water Reclamation Maintenance

Supervisor Water Reclamation Manager Water Reclamation Mechanic Water Reclamation Operator Water Treatment Assistant Lab

Analyst Water Treatment Lab Analyst Water Treatment Maintenance

Supervisor Water Treatment Manager Water Treatment Mechanic Water Treatment Operator

Employees will receive up to $500.00 per year paid in equal installments in January and July.

(2) No allowances will be paid for periods prior to hire, after resignation, retirement, death or dismissal, and during leave of absence without pay and disability leaves of absence.

(B) The City shall reimburse the cost of OSHA approved safety shoes to a maximum of $200.00 annually when such shoes are required by the City. (C) If full-time employees in any of the following classifications are required by the City to wear a uniform the City shall provide such uniform and any necessary replacement: Chief Building Official Housing Code Specialists

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Section 16

MISCELLANEOUS PAY AND BENEFITS PROVISIONS

(A) Those provisions, except otherwise provided herein, contained in the current collective bargaining agreement between the City and the Fraternal Order of Police (FOP) pertaining to:

1. Shift Differential 2. Holiday Exchange 3. Sick Leave Accumulation 4. Funeral Leave 5. Transfer of Sick Leave 6. Holidays 7. Longevity

8. Uniforms 9. Payment of Insurance Premiums 10. Drug Testing 11. Injury Leave 12. Vacation 13. Terminal Benefits 14. Purchase of Duty Weapons

shall apply to the Police Chief and the Deputy Police Chiefs in the Division of Police, Department of Public Safety.

(B) Except as provided otherwise herein, those provisions contained in the current Bargaining Agreement between the City and the International Association of Firefighters (IAFF) pertaining to:

1. Holiday Exchange 2. Sick Leave Accumulation 3. Funeral Leave 4. Holiday 5. Longevity 6. Clothing 7. Insurance 8. Injury 9. Vacation

10. Terminal Benefits 11. Voting Procedure 12. Legal Representation 13. YMCA Membership Credit 14. Benefits to be Paid upon Termination 15. Hazardous Material 16. Safeties and Health 17. Paramedic Certification Pay

shall apply to the Fire Chief and Assistant Fire Chief in the Division of Fire, Department of Public Safety. Wages for Fire Chief and Assistant Fire Chief shall be equal in percentage to the wages negotiated in the IAFF collective bargaining agreement. (C) The following provisions contained in the current collective bargaining agreement between the City and the Fraternal Order of Police, Ohio Labor Council (Dispatchers) shall apply to the Civilian Communications Supervisor unless specifically excepted otherwise in this ordinance:

1. Holidays. Article 13 2. Sick Leave. Article 17 3. Bereavement Leave. Article 16

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4. Wages. Shift Differential. Article 22, paragraph 2 5. Wages. Clothing and Equipment Maintenance Allowance. Article 22,

paragraph 4 6. Drug Testing. Article 25 7. Injury Leave. Article 18 8. Vacation. Article 14 9. Longevity. Article 15

(D) The following provisions contained in the current collective bargaining agreement between the City and the American Federation of State, County and Municipal Employees (A.F.S.C.M.E.) Ohio Council #8, Local 856, AFL-CIO shall apply to all Public Works Leaders and the Grounds Maintenance Supervisor.

1. Article 11. Hours of Work, paragraphs pertaining to overtime, break-over

point and compensatory time. 2. Article 31. Training and Seminars. 3. Article 13(E). Holiday Pay.

(E) City employees shall be entitled to reimbursement for travel expenses as permitted in the Policy and Procedure Manual. (F) Each full-time and part-time employee who is employed year around by the City may receive an annual flu immunization. (G) Except as otherwise provided in this ordinance employees whose normally scheduled work days are in excess of eight hours shall not be eligible for: (1) Quick Return Pay (Section 8); or (2) Shift Differential (Section 10). A day for purposes of Section 12 (Holidays), Section 13 (Authorized Leave, except Bereavement Leave and Military Leave), and Section 14 (Vacation Leave) shall be eight hours. The use of all authorized leaves, including vacations, holidays and personal days, shall be calculated on an hour-by-hour basis, except Bereavement Leave which shall be calculated on a work day. (H) The City Manager is authorized to implement programs to recognize the achievement of employees. In addition to expenditures authorized in Section 250.29 of the Middletown Codified Ordinances, the City Manager may grant recognition leave, not to exceed 24 hours, or cash bonuses, not to exceed $500.00 in accordance with an employee recognition policy established as part of the City’s Policies and Procedures. Cash bonuses shall be deemed to be compensation to the employee. (I) Employees are responsible for meals, food and beverages for their own consumption, except that City Council authorizes the expenditures of City funds for the following events and situations, which the City Council hereby determines, are for a public purpose:

(1) an annual City holiday party and appreciation events for its employees;

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(2) events at city facilities which are sponsored by the City; (3) dedications and ground-breaking ceremonies for public projects or

economic development projects; (4) meetings of professional groups and/or agencies sponsored by the City or

an official of the City; (5) employee meetings scheduled by the City Manager; (6) employee training meetings; (7) receptions or ceremonies for incoming and outgoing members of City

Council; (8) receptions for the hiring or retirement of an employee; (9) meetings either internal or with outside personnel when employees work

through their normal lunch hour, without additional compensation; and (10) meals, receptions or events that an employee attends as a representative

of the City at the request of the City Manager. All such expenditures shall be within the constraints of the budget authority, and are subject to the sole discretion of the City Manager. No public funds shall be expended for the purchase of alcoholic beverages. Nothing in this paragraph is intended to limit or otherwise prohibit the reimbursement of travel expenses, including meals, as authorized in Section 16(E) of this Ordinance.

(J) Employees may receive an incentive in accordance with the guidelines of the City Wellness Program as established by the Health Care Committee. (K) In the event of a public health pandemic declaration, the City Manager may, at their sole discretion, award exempt employees of the Middletown Board of Health cash bonus payments to those who are working over and above their regular work week without overtime compensation. Cash bonus payments may not exceed five percent (5%) of an exempt employee’s annual salary.

Section 17

All ordinances or parts of ordinances in conflict with this ordinance are hereby

repealed.

Section 18

This ordinance shall take effect and be in force from and after the earliest date permitted by law.

___________________

Nicole Condrey, Mayor 1st reading: ____________ 2nd reading: ____________

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Adopted: ____________ Effective: ___________ Attest: _________________ Clerk of City Council H:/Law/leg/2021 Leg/O PBO 2022 – REVISED 2nd Rdg

EXHIBIT A

Table of Exempt (E), Supervisory (S), Unclassified (UC) & Classified (C) Positions

Job Classifications E S UC C

Administrative Assistant X

Administrative Services Director X X X

Animal Control Officer X

Assistant City Engineer X X X

Assistant City Manager X X X

Assistant Development Services Director X X X

Assistant Economic Development Director X X X

Assistant Finance Director X X X

Assistant Fire Chief X X X

Assistant Information Systems Director X X X

Assistant Public Works & Utilities Director X X X

Assistant Public Works Superintendent X X X

Budget Manager X

Building Cleaner X

Building Maintenance Technician X

Chief Building Official X X X

City Engineer X X X

City Manager X X X

City Planner X X

City Treasurer X X X

Civilian Communications Supervisor X X X

Clerk of Council X X X

Code Specialist X

Communications Manager X X

Community Development Administrator X X X


Community Security Officer X

Computer Programmer/Analyst X

Computer Technician X

Contracts Administrator X

Customer Relations Specialist X

Deputy Clerk of Council X

Deputy Police Chief X X X

Development Services Director X X X

Economic Development Director X X X

Economic Development Program Manager X X

Electronics Maintenance Supervisor X X X

Electronics Technician X

Engineer X X

Engineering Construction Inspector X

Engineering Technician X

Environmental Monitoring Technician X

Executive Account Clerk X

Executive Assistant X

Facilities Maintenance Supervisor X X X

Field Inspector X

Finance Director X X X

Fire Chief X X X

Garage Superintendent X X X

General Counsel X X X

GIS Administrator X

Grounds Maintenance Supervisor X X

Historic Property Specialist X


Human Resources Clerk X

Human Resources Manager X X X

Human Resources Specialist X

HVAC/Building Maintenance Technician X

Impound Lot Clerk X

Income Tax Auditor X

Income Tax Superintendent X X

Industrial Pretreatment Coordinator X X

Information Systems Director X X X

Intern X

Line Service Lead X

Line Service Technician X

Natural Resources Coordinator X X

Paralegal X

Payroll Administrator X

Permit Specialist X

Planning Director X X X

Police Chief X X X

Process Control Supervisor X X

Property Officer X

Public Works Leader X X

Public Works Superintendent X X X

Public Works & Utilities Director X X X

Purchasing Agent X X

Secretary X

Senior Account Clerk X


Senior Electronics Technician X

Senior Engineer X X X

Senior Engineering Technician X X

Staff Attorney X X

Systems Administrator X

Utility Billing Supervisor X X X

Victim Advocate X

Water Reclamation Lab Analyst X

Water Reclamation Maintenance Supervisor X X

Water Reclamation Manager X X X

Water Reclamation Mechanic X

Water Reclamation Operator:

Class I Certification X

Class II Certification X

Class III Certification X

Uncertified X

Water Treatment Assistant Lab Analyst X

Water Treatment Lab Analyst X

Water Treatment Maintenance Supervisor X X

Water Treatment Manager X X X

Water Treatment Mechanic X

Water Treatment Operator:




Uncertified X

Zoning Administrator X

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_______________________________________________________________________________________________________

DATE: October 26, 2021 TO: Jim Palenick, City Manager FROM: Pay & Benefits Ordinance Committee PURPOSE The objective of this staff report is to outline the proposed changes in the Pay and Benefits Ordinances which are being presented to City Council this year. The three ordinances are: a general ordinance for City employees hired prior to January 1, 2018, a general ordinance for City employees hired January 1, 2018 and after, and an ordinance for employees of the Health Department. BACKGROUND AND FINDINGS As part of the annual review of the ordinance, the committee meets with all department heads and then creates a list of its recommendations for the City Manager’s approval. The changes to the ordinances regarding the employees of the City of Middletown are also applicable to Health Department employees. The committee has proposed minimal changes to the ordinances for next year. In each ordinance you will see the changes reflected in bold and strikethrough. The most notable changes to the two general ordinances for non-union employees are as follows: Section 1 Updated wages – 2% increase

Removed obsolete job classifications: Airport Facilities Supervisor Airport Manager Bus Cleaner Customer Service Lead HUD Program Administrator Line Service Lead Line Service Technician Planning Director Zoning Inspector Added Job Classifications: City Planner 183/249 Impound Lot Clerk 190/228 Title Changes:

Budget Analyst retitled to Budget Manager with new range 181/255 to 177/267

Housing Code Specialist to Code Specialist Eliminate 1(C)(3) Exceptions (related to Planning Director) Eliminate 1(D) Performance-Based Compensation

2022 PAY & BENEFITS ORDINANCES

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UPDATE: 11/9/2021 – Range increases for the following positions were added for the second reading:

Assistant Public Works & Utilities Director 172/282 to 169/291 Public Works & Utilities Director 170/288 to 167/294 Sections 2 & 3 – Hourly and Seasonal Employees Update wages for position of part-time bus driver and seasonal employees by 2% Hourly wage increases: Seasonal Laborer $10.77 to $13.00 Transform Middletown Supervisor $13.80 to $15.00 Mowing Supervisor $13.80 to $15.00 Section 6 – Overtime

(C) and (D) Remove references to Water Reclamation Facility. Provisions do not apply due to the schedule used at the plant.

(C) 7th day pay on holidays will be paid at the greater rate of overtime (1½ times regular rate) or 7th day rate (2 times regular rate), but not both.

Section 7(D) – Assumption of Additional Duties

New language to address short-term position vacancies. Total discretion of the City Manager to grant an increase of up to 2 steps (employees pre-2018) or up to 4 steps (2018 or later) while an employee assumes less than the full duties of a vacant position for a short-term.

Section 7(E) – Certifications and Licenses Pre-2018 employees: Add a max increase of 9.4% above current salary range. 2018 or later employees: Change to two steps (to be equivalent of pre-2018) and add a max increase of four steps.

Section 8(A) – Call-out Pay Add Water Treatment Assistant Lab Analyst

Section 8(C) – Quick Return Pay Remove Water Reclamation Facility from this section at request of Plant Manager.

Section 13(D) – Military Leave

Update to be consistent with Federal and State regulations. Clarifies amounts of reserve leave and pay.

Section 14(F) – Vacation (Pre-2018 Employees Only)

Change buyout of vacation from 40 hours to 80 hours. Buyout is only available with the approval of the Department Director, Finance Director (to confirm payment is within the budget) and the City Manager. In the event of extraordinary situations which prevent an employee from being able to use their vacation time (i.e. extended position vacancy, pandemic), the City Manager will have the discretion to approve buyout of additional days. We anticipate this will prevent the need for carry-over of additional days to the next year when they already have difficultly using the annual allotment of days.

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Section 14 – Paid Time Off (PTO) (2018 or later Employees Only) Add ability for employees to buyout up to 40 hours of PTO. Buyout is only available with the approval of the Department Director, Finance Director (to confirm payment is within the budget) and the City Manager. Add City Manager’s ability to grant up to 40 additional hours of PTO as inducement to hire and as a recruitment tool. This is permitted under the vacation provision for pre-2018 employees.

Health Dept. Ordinance Title Changes: Sanitarian to Registered Environmental Health Specialist

Sanitarian-in-Training to Registered Environmental Health Specialist-in-Training FINANCIAL IMPACT The wage scales in both general ordinances reflect the 2% wage increase as proposed in the annual budget being presented to City Council. EMERGENCY/NON-EMERGENCY Non-emergency.

LEGISLATION ITEM 11

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AN ORDINANCE ESTABLISHING THE PAY RANGES, PAY POLICY AND BENEFITS FOR VARIOUS SALARIED AND HOURLY CLASSIFICATIONS WITHIN THE SERVICE OF THE CITY THAT ARE HIRED JANUARY 1, 2018 OR LATER. BE IT ORDAINED, by the City Council of the City of Middletown, Butler and Warren Counties, Ohio:

Section 1

(A) This ordinance applies to all hourly and salaried employees in the job classifications listed in Section 1(C) of this Ordinance hired on or after January 1, 2018. For purposes of this ordinance, the term “hired on or after January 1, 2018” does not include any employee who was continuously in the employment of the City, either part-time or full-time, before the employee’s most recent date of appointment.

PAY RANGES FOR SALARIED EMPLOYEES (B) The biweekly pay ranges for salaried and hourly classifications with the service of the City are set forth in Exhibit “A”, attached hereto and made part hereof. The salary increase for 2022 is 2%.

(C) The various salaried and hourly classifications within the service of the City are placed in the pay ranges established in Section 1(C) of this Ordinance as follows:

JOB CLASSIFICATIONS SALARY RANGE

Administrative Assistant 246 Administrative Services Director 288 Airport Facilities Supervisor 240 Airport Manager 264 Animal Control Officer 240 Assistant City Engineer 276 Assistant City Manager 294 Assistant Development Services Director 273 Assistant Economic Development Director 273 Assistant Finance Director 273 Assistant Fire Chief 282 Assistant Information Systems Director 273 Assistant Public Works & Utilities Director 282 291 Assistant Public Works Superintendent 264 Budget Analyst Manager 255 267 Building Cleaner 207 Building Maintenance Technician 234

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Bus Cleaner 210 Chief Building Official 279 City Engineer 285 City Planner 249 City Treasurer 249 Civilian Communications Supervisor 249 Clerk of Council 267 Code Specialist 240 Communications Manager 258 Community Development Administrator 270 Community Security Officer 228 Computer Programmer/Analyst 261 Computer Technician 252 Contracts Administrator 249 Customer Relations Specialist 237 Customer Service Lead 228 Deputy Clerk of Council 237 Deputy Police Chief 282 Development Services Director 288 Economic Development Director 288 Economic Development Program Manager 270 Electronics Maintenance Supervisor 261 Electronics Technician 240 Engineer 258 Engineering Construction Inspector 255 Engineering Technician 246 Environmental Monitoring Technician 243 Executive Account Clerk 240 Executive Assistant 249 Facilities Maintenance Supervisor 252 Field Inspector 258 Finance Director 291 Fire Chief 288 Garage Superintendent 267 General Counsel 282 GIS Administrator 264 Grounds Maintenance Supervisor 252 Historic Property Specialist 240 Housing Code Specialist 240 HUD Program Administrator 270

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Human Resources Clerk 231 Human Resources Manager 270 Human Resources Specialist 249 HVAC/Building Maintenance Technician 243 Impound Lot Clerk 228 Income Tax Auditor 252 Income Tax Superintendent 270 Industrial Pretreatment Coordinator 258 Information Systems Director 288 Intern 207-237 Line Service Lead 228 Line Service Technician 228 Natural Resources Coordinator 270 Paralegal 249 Payroll Administrator 249 Permit Specialist 246 Planning Director 270 Police Chief 288 Process Control Supervisor 258 Property Officer 228 Public Works Leader 252 Public Works Superintendent 267 Public Works & Utilities Director 288 294 Purchasing Agent 255 Secretary 237 Senior Account Clerk 234 Senior Electronics Technician 252 Senior Engineer 270 Senior Engineering Technician 252 Staff Attorney 249 Systems Administrator 264 Utility Billing Supervisor 249 Victim Advocate 225 Water Reclamation Lab Analyst 246 Water Reclamation Maintenance

Supervisor 258

Water Reclamation Manager 273 Water Reclamation Mechanic 252

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Water Reclamation Operator: Class I Certification 243 Class II Certification 249 Class III Certification 252 Uncertified 237

Water Treatment Assistant Lab Analyst 243 Water Treatment Lab Analyst 246 Water Treatment Maintenance Supervisor 258 Water Treatment Manager 270 Water Treatment Mechanic 252 Water Treatment Operator:


Zoning Administrator 249 Zoning Inspector 240

(1) Adjustments.

(a) All employees shall be paid in the Range provided in Section 1(B) of this Ordinance, except as provided herein. (b) Any department director who obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 291. (c) Any department director who obtains or possesses a masters or doctoral degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 294. (d) If the Police Chief or Fire Chief obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 291. (e) If a Deputy Police Chief or Assistant Fire Chief obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City

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Manager to be similar or equivalent to such a degree in a field related to their employment, shall be paid in Range 285.

(2) Implementation of Reclassifications.

(a) All reclassifications included in Section 1(C) of this Ordinance shall be implemented by providing a step increase to the affected employee on their next anniversary date. If an affected employee is scheduled to receive a step increase regardless of the reclassification, no additional increases in base pay will be provided during 20212 except for the scheduled step increase. (b) However, any affected employee whose scheduled step increase in 20212 would not result in an amount equivalent to or higher than Step A of the new Range assigned to the position occupied by the affected employee shall be placed in Step A of the new Range effective January 1, 20212. These employees shall be given a new anniversary date of January 1. (c) Any part-time employee affected by a reclassification in this Ordinance shall be assigned to a step in the new Range for that position at the equivalent of at least one step higher than their present rate of pay. (d) The procedures for implementation of the reclassifications set forth in Section 7 of this Ordinance are not applicable to the reclassifications set forth in Section 1(C) of this Ordinance.

(3) Exceptions.

(a) Any Planning Director assigned to the position January 1, 2019 or later will be a division manager, not a department director.

(D) Performance–Based Compensation. Performance-Based Compensation (PBC) is supplementary compensation to provide city employees lump sum payments when in the sole discretion of City Council the overall performance of the City, as measured by income tax receipts, justifies additional compensation to its employees. This payment will be made to all full-time employees of the City, including employees in collective bargaining units which includes the payment in its collective bargaining agreement. The payment will be made to all part-time employees who worked over 1,000 hours in the previous calendar year in an amount equal to one-half of the full-time employee payment. No employee hired on or after October 1 in the prior calendar year shall receive PBC. City Council determines that the PBC amount to be paid in 2021 to be $0. (ED) The City Manager is authorized to establish part-time equivalent positions for any full-time position established by this ordinance, and is further authorized to develop

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Policies and Procedures in accordance with such part-time positions and to maintain the policy on file in the City Manager's office. A part-time employee is an employee who is scheduled to work less than 40 hours in a workweek. Authorized leaves do not affect the status of a full-time employee. All part-time employees shall be paid an hourly rate equal to one-eightieth of their full-time equivalent's biweekly rate. (FE) Water Treatment Operators and Water Reclamation Operators who serve as shift operators shall be paid at a rate of pay which is two steps above the regular rate of pay. The assignment of a shift operator shall be solely at the discretion of the Water Treatment Manager or the Water Reclamation Manager.

Section 2

PAY RANGES FOR CERTAIN HOURLY EMPLOYEES The salary of each part-time bus driver shall be reviewed for step increases after obtaining 18 months of service and 1,500 hours of bus driving experience for the City.

PART-TIME BUS DRIVER

STEPS A B C D E F G H I 2022 $15.39 $15.71 $16.02 $16.33 $16.67 $16.99 $17.33 $17.68 $18.02

Section 3

PAY RANGES FOR SEASONAL EMPLOYEES

(A) Seasonal classification shall be paid weekly at the rates listed in this section:

(1) Seasonal Engineering Construction Inspectors shall be paid $24.74 per hour. (2) Seasonal Mowing Inspectors shall be paid $15.00 per hour. (3) Seasonal Laborer shall be paid $13.00 per hour. (4) Transform Middletown Supervisor shall be paid $15.00 per hour.

(B) All other seasonal classifications not specifically listed herein shall be paid minimum wage on a weekly basis.

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Section 4

ADMINISTRATION OF ORDINANCE

The City Manager is authorized to issue regulations for the administration of this Ordinance.

Section 5

SALARY POLICY

(A) The salary of each employee shall be reviewed annually by the department director for the purpose of determining which employee may be entitled to a step increase. All personnel records, performance, and length of service shall be considered in making recommendations with major emphasis placed on the evaluation of services rendered. A department director may advance an employee to the next step until the maximum step has been reached. Any step increase exceeding one step must be approved by the City Manager in writing.

(B) Part-time employees, upon the recommendation of their department director, may be entitled to a step increase upon completing 2,080 hours in their current step as a part-time employee. (C) (1) A new employee shall be paid at the minimum step of their range.

However, department directors shall have the authority to hire into Step B, C, D, or E as an inducement to attain qualified candidates. City Manager approval is required for all job offers above Step E.

(2) For highly competitive positions and/or positions in which no qualified candidates are identified upon initial advertisement and recruitment, signing bonuses may be offered in an amount not to exceed $3,000.00, subject to the availability of funds in the budget to pay such incentive. The incentive must be approved by the department director, the Finance Director and the City Manager. An employee that receives this incentive is required to maintain employment with the City for a minimum of 180 calendar days. If the employee separates from employment separates from employment by resignation or termination during the 180 calendar days, the incentive shall be repaid from the final paycheck and/or termination pay. If funds from the final paycheck or termination pay are insufficient to repay the incentive, the employee shall repay the City from their own funds.

(D) A full-time employee who is reduced to part-time employment shall be permitted to remain in the last pay step they occupied as a full-time employee as long as such employee remains in the same job classification or title. All other provisions of this

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ordinance, as it affects part-time employees, shall apply to such an employee, and all definitions of full-time and part-time employment in this ordinance shall be applicable for purposes of this ordinance.

Section 6

OVERTIME PAY

(A) An employee working in excess of 40 hours in one week, as defined by the Fair Labor Standards Act, as amended (provided that holidays, (A) An employee working in excess of 40 hours in one week, as defined by the Fair Labor Standards Act, as amended (provided that holidays, bereavement leave, and injury leave for which the employee is paid shall be counted in the 40 hours), shall, as determined by supervision, either be paid time and one-half their regular rate, or receive compensatory time off on the basis of one and one-half (1½) hours off for each hour of overtime worked. Time off to use earned compensatory time will be granted within 60 days of the request made by the employee. When compensatory time is used, it shall not count as hours worked during the applicable work period for purposes of determining overtime. No employee shall be permitted to accrue more than 240 hours of unused compensatory time and any employee who has accrued 240 hours of compensatory time shall be paid in cash for all overtime in excess thereof, at the employee’s regular rate at the time of payment, except that public safety employees may accrue up to 480 hours of compensatory time. Upon termination of employment, unused compensatory time shall be paid at the employee’s average regular rate for the last three years of employment or the employee’s final regular rate, whichever is higher. This provision shall not apply to exempt employees, a list of such job titles which is attached hereto as Exhibit B. (B) Except as otherwise provided in a collective bargaining agreement, all non-exempt employees who are scheduled to work, and do work, on any holiday or day observed as a holiday, as determined by the City Manager, other than employee’s birthday, shall be paid an amount equal to one and one-half (1½) times the amount which they receive for any other regular work day, in addition to their regular holiday pay, or receive compensatory time off on the basis of one and one-half (1½) hours off for each holiday hour worked, at the discretion of the department director. (C) All employees who work on a rotating shift at the Water Treatment Plant and Water Reclamation Facility and whose seventh consecutive eight-hour day falls on any holiday, shall receive compensation equal to two times their regular hourly rate in addition to their regular holiday pay the greater rate of one and one-half (1½) times the regular rate of pay (overtime) or seventh day rate (two times regular rate), but not both. (D) Employees who work on a rotating shift at the Water Treatment Plant and Water Reclamation Facility shall receive one and one-half (1½) two times the regular rate of pay for the seventh day when working seven consecutive eight-hour days. Those employees who are working the midnight shift during the change to daylight saving

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time will work only seven hours; however, this will still constitute an entire shift for calculation of seven consecutive eight-hour days. Hourly rates of pay shall be determined by dividing the biweekly salary by 80. (E) Any hour for which an employee receives overtime or premium compensation eliminates that hour from consideration for overtime or premium payment on any other basis. If the time worked falls under two or more overtime and/or premium pay classifications, the higher rate shall prevail. This section shall not eliminate shift premium, where applicable during overtime hours.

Section 7

RECLASSIFICATIONS, PROMOTIONS AND DEMOTIONS

(A) Reclassifications.

(1) A reclassification is reallocating a position to the appropriate pay range as is necessary to provide an equitable, just, and proper classification. A reclassification may be up or down in pay ranges. Any employee may request a review of the classification of their position. Effective the same date as the reclassification the employee will receive a 2% increase or go to the lowest step of the new pay range, whichever is greater. A reclassification gives an employee a new anniversary date. The procedure for requesting a reclassification and the process for reviewing such requests shall be established by the City Manager. (2) An employee who is reclassified to a lower position shall be placed in a step closest to, but not lower than, their current salary. If the lower classification’s pay range is lower than the employee’s current salary, the employee’s salary shall be frozen until the range increases to the employee’s current salary.

(B) Temporary Reclassifications.

(1) Except as otherwise provided, when it is necessary for a department director to fill a higher classification, for any reason, with an employee from a lower classification, such employee shall be compensated at the beginning step of the higher classification, or at a rate 2% greater than the regular step of the employee, whichever is greater. The higher compensation shall begin on the first day of the temporary reclassification, but only if the employee will be reclassified for more than the minimum period established below. Employees that will not be reclassified for the minimum period are not eligible for the higher rate of pay.

(a) An employee who is officially assigned and who temporarily fills a higher position at the level of department director must fill such position

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for a continuous period of 40 hours or more to be eligible for compensation at the higher level of classification, as described above. (b) An employee who is officially assigned and who temporarily fills the higher position of City Manager must fill such position for a continuous period of 30 calendar days or more to be eligible for compensation at 4.7% greater than the current step of the employee. (c) An employee who is officially assigned and who temporarily fills a supervisory position as defined in Exhibit B for a continuous period of 40 hours, except for training, is eligible for such pay. (d) All other non-supervisory employees are eligible for such pay when the employee is officially assigned and satisfactorily performs the duties of the higher-level position for a continuous period of 40 hours, except for training. (e) An employee who is temporarily reclassified in accordance with subsection 7(B)(1)(a), (b) or (c) (hereinafter the reclassified employee) shall receive the higher rate of pay during any compensable leave taken by the reclassified employee during the period of the temporary reclassification, unless such leave exceeds 40 hours or five consecutive work days, or is determined by the City Manager to be of such a nature to preclude the reclassified employee from performing the duties of the higher or supervisory position.

(2) When it is necessary to temporarily fill a higher classification, for any reason, with a Water Treatment Lab Analyst, Water Treatment Assistant Lab Analyst, Water Treatment Operator, Water Treatment Mechanic, Water Reclamation Lab Analyst, Water Reclamation Mechanic or Water Reclamation Operator and when that employee is officially assigned by the Water Treatment Manager or Water Reclamation Manager and satisfactorily performs the complete duties of the higher level position for a continuous period of eight hours or more, except for training, such employee shall be compensated, during the entire period of continuous temporary reclassification, at the beginning step of the higher classification, calculated on an hourly basis, or at a rate 2% greater than the regular step of the employee, whichever is greater, except as otherwise required by law. If an employee to be temporarily reclassified, as that term is used in Section 7(B) of current ordinance, is scheduled to receive seventh day pay, as described in Section 6(C) of current ordinance, as part of their regularly scheduled work week, the City Manager is authorized at his discretion, to approve compensating such employee at a rate 4% greater than the regular step of the employee rather than the 2% set forth in Section 7(B)(1) of current ordinance.

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(C) Promotions and Demotions.

(1) Employees whose positions are listed in Section 1(C) of the current ordinance establishing pay ranges, shall have wage changes in the event of promotions or demotions in the following manner:

(a) A promotion is advancing from one pay range to another as the result of changing from one job to another with new and increased responsibilities. This is usually accomplished through Civil Service competitive examinations or by exceptional appointment. Because promotions indicate a more significant advancement in duties and responsibilities, a promoted employee will receive an immediate 4% salary increase or lowest step in the new pay range, whichever is greater. A promotion gives the employee a new anniversary date. Promotion is not from reclassification or adjustment of the same position and not from one step to another within the same range. In the case of promotions of division managers and department directors, the City Manager shall determine the rate of pay within the appropriate range. (b) When an employee is demoted to a lower-class position, they shall be paid at a rate, which is within the approved range for the lower-class position. The rate of pay shall be determined by the City Manager.

(D) Assumption of Additional Duties.

(1) In the event it becomes necessary for an employee to assume all job duties of a separately classified employee or job title while that title goes unfilled, the employee performing the additional duties may be entitled to receive up to one additional pay range at the sole discretion of the City Manager. This provision does not apply when job duties are split between separate employees or the position remains filled with another employee. (2) In the event it becomes necessary for an employee to assume less than the full duties of a separately classified employee or job title while that title goes unfilled, the employee performing the additional duties may be entitled to receive pay up to two steps above their regular rate of pay at the sole discretion of the City Manager.

(E) Certifications and Licenses. Any full-time employee who obtains a license or certification which is determined by the employee’s department director, with the concurrence of the City Manager, to be beneficial in the performance of the employee’s job shall be eligible to receive a one step increases up to four steps within their current salary range. The step increases shall be cumulative, not per license or certification.

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Section 8

CALL-OUT, CALL-BACK AND QUICK-RETURN PAY

(A) Call-Out. The following full-time personnel shall be guaranteed a minimum of three hours pay at one and one-half (1½) times their regular rate of pay if the employee has been notified to report for work outside their scheduled shift, unless the employee has been notified not to report for such scheduled shift. However, if the call-out occurs within one hour prior to the start of the employee's regular shift, the employee will receive two hours of call-out pay at one and one-half (1½) times their regular rate of pay.

Building Maintenance Technician Computer Programmer/Analyst Computer Technician Electronics Maintenance Supervisor Electronics Technician Engineering Construction Inspector Grounds Maintenance Supervisor HVAC/Building Maintenance

Technician Process Control Supervisor Public Works Leader Senior Electronics Technician

Systems Administrator Water Reclamation Lab Analyst Water Reclamation Maintenance

Supervisor Water Reclamation Mechanic Water Reclamation Operator Water Treatment Assistant

Lab Analyst Water Treatment Lab Analyst Water Treatment Maintenance

Supervisor Water Treatment Mechanic Water Treatment Operator

In addition to the employee positions listed in Section 8(A), the City Manager, at their discretion, may give call-out pay to non-exempt employees. (B) Call-Back. If an employee is sent home at the beginning of their regular shift and is required to return later that day to work another shift they shall be compensated in addition to their regular hourly rate for hours actually worked, three hours at their regular hourly rate of pay. (C) Quick-Return. An employee who completes their regular shift and is required to return to work another shift within 16 hours of their regular shift shall be compensated for three hours at their regular calculated hourly rate, with the following limitations:

A Water Treatment Plant or Water Reclamation Facility employee who completes their regular shift and is required to return to work another shift within 16 hours of their regular shift shall be compensated for three hours at their regular calculated hourly rate if the employee is not notified of the requirement to return prior to the end of their scheduled shift.

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Section 9

LONGEVITY PAY (A) Longevity shall be paid to full-time employees as listed in Section 1(C) of the current ordinance establishing pay ranges in the calendar year of the attainment of the anniversary of employment in accordance with the following scheduled percentages of their existing base salary as of November 30 of the year in which longevity is to be paid:

Years of Service Percentage 10 – 14 1% 15 – 19 2%

20+ 3%

(B) Payment of Longevity.

(1) Longevity will be paid in a lump sum in November or December of each year at the discretion of the Finance Director.

(2) In order to receive longevity payments, an employee must be on the

payroll when such payment is made, except as provided herein. (C) Death, Retirement or Resignation. In the event of death, retirement or resignation of an employee, longevity pay for that year will be paid pro-rata to the date of death, retirement or resignation.

Section 10

SHIFT DIFFERENTIAL

For any shift commencing between the hours of 3:00 P.M. and 4:00 A.M. of the following day, differential pay shall be as follows: (A) For any shift starting at 3:00 P.M. or after, but not later than 10:59 P.M effective January 1, 2019, $.65 per hour. (B) For any shift starting at 11:00 P.M. or after, but not later than 4:00 A.M., effective January 1, 2019, $.75 per hour. (C) Water Treatment Operators or Water Reclamation Operators working a scheduled 12-hour shift shall receive shift differential as provided in subsection 10(A) if the majority of the scheduled shift is after 3:00 P.M., and as provided in subsection 10(B) if the majority of the scheduled shift is after 11:00 P.M.

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Section 11

INSURANCE (A) The City shall offer its standard medical and prescription coverage, hereinafter collectively (health insurance coverage) to all full-time employees. The specific terms of the coverage, including deductibles, co-payment, and employee contributions shall be established by the Health Care Committee, within the budgetary authority established by City Council. Employees may refer to details of the coverage plan on file in the Human Resources Division. (B) The City shall continue to offer a dental and eye care or vision plan to the employee groups presently eligible to receive such plan in accordance with the terms of such plan on file in the Human Resources Division. (C) All employees who retire under the Public Employees Retirement System because of inability to work due to disability, or having reached the respective pension funds’ retirement age and/or years of service requirements, shall be entitled to current City medical benefits until: (1) such time as coverage is provided by the respective pension fund, or (2) it is determined by the City that such coverage is not available to that employee. No duplication of coverage is permitted. Employees who are not eligible for medical coverage due to the respective pension system’s requirements, may be entitled to carry such coverage as provided under Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA). (D) All full-time employees as listed in Section 1(C) of this ordinance shall receive group life insurance coverage paid by the City in the amount of $50,000.00. The City Manager and all department directors shall receive such coverage in the amount of $100,000.00. Double indemnity premiums shall be paid by the City on all such coverage. Additional coverage through “Voluntary Life Insurance” may be purchased by the employees in accordance with the insurance company’s requirements.

Section 12

HOLIDAYS (A) The following days shall be paid holidays for all regular full-time employees: New Year’s Day, Martin Luther King Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, and Christmas Day. Unless otherwise specifically stated, a holiday is equal to eight hours. (B) A part-time employee who has worked a minimum of 1,040 hours in the previous year shall receive holiday pay for all holidays listed in (A) above as follows:

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(1) If the employee worked 1,040 hours or more, but less than 1,560 hours, the employee shall receive four hours of holiday pay for each paid holiday listed in paragraph (A) of this section; and (2) If the employee worked 1,560 hours or more, the employee shall receive six hours of holiday pay for each paid holiday listed in paragraph (A).

(C) An employee who was full-time in the previous year shall not be eligible for holiday pay in their first year of part-time employment.

Section 13

AUTHORIZED LEAVES

(A) Injury Leave.

(1) The maximum paid injury leave for on-the-job injury shall be 120 work days. For purposes of injury leave, a day is the normal scheduled workday of the employee. (2) Injury leave shall be taken in accordance with the Policy and Procedure Manual as determined by the City Manager.

(B) Bereavement Leave.

(1) Bereavement leave shall be granted to full-time employees, including probationary employees, in the amounts listed below:

Relationship to Employee Work Days*

of Leave Spouse, child, parent or someone standing in loco parentis 5 Immediate family: stepchild, grandchild, step-parent, grandparent, brother, step-brother, brother-in-law, sister, step-sister, sister-in-law, parents or step-parents of spouse, and grandparents of spouse

3

*A day is equal to eight hours.

(2) Bereavement leave shall be taken in accordance with the Policy and Procedure Manual as determined by the City Manager.

(C) Military Leave.

(1) Reserve Leave.

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(a) Eligibility. Permanent full-time employees who are members of any military reserve component are entitled to leave of absence for such time as they are performing service in the uniformed services, not to exceed 31 days per calendar year for periods of up to 176 hours within each federal fiscal year. A federal fiscal year begins on October 1st and ends on September 30th of the following year. Such a leave will be granted by the department provided employee provides 30 days’ notice and provides orders prior to departure, except in the case of emergency. (b) Pay. Military reserve leaves shall be without pay. However, if the employee’s military pay is less than the regular City pay, the employee will be entitled to the difference, up to a maximum of 22 eight-hour days or 176 hours, or for a full-time public safety employee, 17 twenty-four-hour days or 408 hours each federal fiscal per calendar year. The employee is responsible for notifying the Payroll Administrator upon their return from leave to process the difference in pay. (c) Effect of Leave. Periods of Mmilitary reserve leaves for up to 30 calendar days do not constitute a break in continuous employment with the City, nor do they affect the employee’s accrual or eligibility for benefits provided by this ordinance.

(2) Active Duty Leave. Permanent full-time employees who are called to active military service which requires their absence from work, pursuant to a Presidential Order or an Act of Congress: (a) will be paid the difference between their regular City salary and their military base pay; (b) are entitled to the continuation of health and life insurance coverage for themselves and their dependents; and (c) shall continue to accumulate paid time off and holiday leave. Continuation of health insurance will be contingent upon the payment of the employees’ regular monthly contribution, in accordance with the requirements of the City. Continuation of life insurance is subject to the same exclusions and limitations currently in effect by the carrier or as may be imposed by the carrier subsequent to the passage of this ordinance. Holiday and paid time off days earned during military leave covered by this ordinance must be used or cashed out upon the employee’s return from leave, at the department director’s discretion. Nothing in this ordinance is intended to prevent the banking of holidays where the same is permitted by a collective bargaining agreement. (3) Permanent part-time employees who are called to Reserve Leave or Active Duty Leave will have their position held during the leave. Part-time employees are not eligible to receive the difference between their regular City salary and their military base pay.

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(4) Probationary employees. Employees who have not completed their probationary period before going on Military Leave will be required to complete make up the difference of their unserved probationary time upon return from leave in order to fairly evaluate their performance. Step increases will be given at the successful completion of the probationary period, if appropriate. The extended probationary date will be used for step increase purposes. The employee’s anniversary date will remain the same.

(5) Compliance with Federal Law. The City will comply with the Uniformed Services Employment and Reemployment Rights Act (USERRA) of 1994 (Title 38 USC Chapter 43). (6) Compliance with State Law. The City will comply with Ohio Revised Code Section 5923.05 and Ohio Administrative Code Rule 123:1-34-04. (67) The City Manager is authorized to establish any regulations for the administration of Military Leave in the Policy and Procedure Manual.

(D) Leaves of Absence Without Pay. Leaves of absence without pay, which includes disability leaves of absence, as described and permitted in the Policy and Procedure Manual of the City of Middletown, will be subject to the following limitations:

(1) The employee’s health insurance will cease after employee’s leave without pay exceeds 10 days. The employee may continue their health insurance coverage at their sole expense. (2) Longevity pay and uniform allowance shall be paid to an employee on a leave of absence without pay or an employee who has used a leave of absence without pay during the year, on a pro-rated basis with no longevity pay or uniform allowance for the period of leave of absence without pay. (3) These limitations do not apply to an employee who is on unpaid medical leave or unpaid family leave in accordance with the Family and Medical Leave Act of 1993.

(E) Parental Leave.

(1) All full-time employees, including employees on probation, shall be eligible for parental leave for the birth of a biological child or placement of a foster or adopted child. (2) The City will pay a percentage of the employee’s hourly rate for the first six weeks immediately following the birth or placement of a child. The percentage of pay calculated based on the hire date and years of service on the date paternal leave begins.

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Years of Service Percentage of Pay Less than 1 25% 1 – 4 50% 5 or more 75%

(3) The City Manager shall establish policies and procedures for the administration of Parental Leave.

Section 14

PAID TIME OFF (PTO)

(A) Eligibility. Only full-time employees are eligible for PTO. Seasonal, temporary, emergency, and other part-time employees are not eligible, except as otherwise provided herein. (B) (1) At Hire. New employees may use up to 20 hours of PTO upon hire and

may use the remaining hours, in accordance with the schedule below, after they have been employed by the City for 90 days. Scheduling of PTO during the year of hire will be at the discretion of the supervisor. An incumbent employee who is promoted to the position of department director, Assistant City Manager or City Manager shall receive PTO in accordance with Section 14(D) below, which shall be pro-rated based on the date of their appointment.

Month of Hire Permanent Full-Time

Department Director

City Manager

January 162 216 252 February 144 192 224 March 126 168 196 April 108 144 168 May 90 120 140 June 72 96 112 July 54 72 84 August 36 48 56 September 20 24 28 October 20 24 28 November 20 24 28 December 20 24 28

(C) First Full Year of Service. On January 1st of the first full calendar year of employment, employees will be deemed to have earned their PTO in accordance with this ordinance, in full, which may be scheduled at any time during such first full year of employment in accordance with department policy.

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(D) Subsequent Years of Service. On January 1st of an eligible employee’s second full year of service and in each year thereafter, employees shall receive PTO in accordance with the schedule set forth herein, based upon the length of service to be obtained in that year. PTO will be deemed to have been earned in the employee’s prior year of service, except as otherwise provided herein. Upon termination or retirement, or in the case of leave without pay, PTO shall be pro-rated on the basis of monthly accrual. When calculating PTO earned in the present year for purposes of terminal leave, the credit earned will be based on the employee’s date of hire.

Years of Service

Permanent Full Time

Department Directors

City Manager

1 – 4 180 240 280 5 – 9 200 260 300

10 – 14 220 280 320 15 – 19 240 300 340 20 – 24 260 320 360

25+ 280 340 380 For purposes of this schedule, the Chiefs of the Divisions of Fire and Police and Assistant City Manager shall be treated as Department Directors.

(E) Part-time Employees. Part-time employees shall receive PTO based on the number of hours actually worked in the previous year as follows:

Years of Service

Less than 1040 hours

1040 Hours – 1559 Hours

1 – 4 0 40 hours 5 – 9 0 48 hours

10 or more 0 56 hours Years of service shall not include prior service as a full-time employee of the City. Paragraphs (B), (C), and (D) of this section do not apply to part-time employees. Part-time employees are not entitled to any terminal benefits as the result of this subsection. If a part-time employee becomes a full-time employee, they will receive PTO pursuant to Section 14(B), less any PTO hours already used during that year as a part-time employee. (GF) Incremental Usage. PTO may be used in increments of two hours. (G) Full-time employees may request to receive pay for up to 40 hours of paid time off in each year in which they have accrued paid time off in lieu of using that leave. A buyout request is subject to the availability of funds in the budget to pay such request and must be approved by the employee’s department director, the Finance Director and the City Manager.

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(H) Accrual and Terminal Payout. Employees may carry over PTO from year-to-year to the maximum accrual permitted, which is 400 hours. Upon termination, employees shall be paid for all accrued PTO. (I) Non-union employees that are subsequently appointed to a job classification covered by a collective bargaining agreement shall be paid out for their accrued PTO balance at their non-union rate of pay. (J) Policy and Procedures. The City Manager is authorized to develop policies and procedures regarding the accumulation, scheduling and use of PTO consistent with the terms of this Ordinance

Section 15

ALLOWANCES

(A) The City will provide a yearly uniform allowance to the following classifications:

(1) Assistant Public Works Superintendent / Safety Officer

Building Maintenance Technician Electronics Maintenance Supervisor Electronics Technician Engineering Construction Inspector Facilities Maintenance Supervisor Garage Superintendent Grounds Maintenance Supervisor HVAC/Building Maintenance

Technician Natural Resources Coordinator Process Control Supervisor Public Works Leader Public Works Superintendent

Senior Electronics Technician Water Reclamation Lab Analyst Water Reclamation Maintenance

Supervisor Water Reclamation Manager Water Reclamation Mechanic Water Reclamation Operator Water Treatment Assistant Lab

Analyst Water Treatment Lab Analyst Water Treatment Maintenance

Supervisor Water Treatment Manager Water Treatment Mechanic Water Treatment Operator

Employees will receive up to $500.00 per year paid in equal installments in January and July.

(2) No allowances will be paid for periods prior to hire, after resignation, retirement, death or dismissal, and during leave of absence without pay and disability leaves of absence.

(B) The City shall reimburse the cost of OSHA approved safety shoes to a maximum of $200.00 annually when such shoes are required by the City.

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(C) If full-time employees in any of the following classifications are required by the City to wear a uniform the City shall provide such uniform and any necessary replacement: Chief Building Official Housing Code Specialists

Section 16

MISCELLANEOUS PAY AND BENEFITS PROVISIONS

(A) Those provisions, except otherwise provided herein, contained in the current collective bargaining agreement between the City and the Fraternal Order of Police (FOP) pertaining to:

1. Shift Differential 2. Holiday Exchange 3. Sick Leave Accumulation 4. Funeral Leave 5. Transfer of Sick Leave 6. Holidays 7. Longevity

8. Uniforms 9. Payment of Insurance Premiums 10. Drug Testing 11. Injury Leave 12. Vacation 13. Terminal Benefits 14. Purchase of Duty Weapons

shall apply to the Police Chief and the Deputy Police Chiefs in the Division of Police, Department of Public Safety.

(B) Except as provided otherwise herein, those provisions contained in the current Bargaining Agreement between the City and the International Association of Firefighters (IAFF) pertaining to:

1. Holiday Exchange 2. Sick Leave Accumulation 3. Funeral Leave 4. Holiday 5. Longevity 6. Clothing 7. Insurance 8. Injury 9. Vacation

10. Terminal Benefits 11. Voting Procedure 12. Legal Representation 13. YMCA Membership Credit 14. Benefits to be Paid upon Termination 15. Hazardous Material 16. Safeties and Health 17. Paramedic Certification Pay

shall apply to the Fire Chief and Assistant Fire Chief in the Division of Fire, Department of Public Safety. Wages for Fire Chief and Assistant Fire Chief shall be equal in percentage to the wages negotiated in the IAFF collective bargaining agreement. (C) The following provisions contained in the current collective bargaining agreement between the City and the Fraternal Order of Police, Ohio Labor Council

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(Dispatchers) shall apply to the Civilian Communications Supervisor unless specifically excepted otherwise in this ordinance:

1. Holidays. Article 13 2. Sick Leave. Article 17 3. Bereavement Leave. Article 16 4. Wages. Shift Differential. Article 22, paragraph 2 5. Wages. Clothing and Equipment Maintenance Allowance. Article 22,

paragraph 4 6. Drug Testing. Article 25 7. Injury Leave. Article 18 8. Vacation. Article 14 9. Longevity. Article 15

(D) The following provisions contained in the current collective bargaining agreement between the City and the American Federation of State, County and Municipal Employees (A.F.S.C.M.E.) Ohio Council #8, Local 856, AFL-CIO shall apply to all Public Works Leaders and the Grounds Maintenance Supervisor.

1. Article 11. Hours of Work, paragraphs pertaining to overtime, break-over

point and compensatory time. 2. Article 31. Training and Seminars. 3. Article 13(E). Holiday Pay.

(E) City employees shall be entitled to reimbursement for travel expenses as permitted in the Policy and Procedure Manual. (F) Each full-time and part-time employee who is employed year around by the City may receive an annual flu immunization. (G) Except as otherwise provided in this ordinance employees whose normally scheduled work days are in excess of eight hours shall not be eligible for: (1) Quick Return Pay (Section 8); or (2) Shift Differential (Section 10). A day for purposes of Section 12 (Holidays), Section 13 (Authorized Leave, except Bereavement Leave and Military Leave), and Section 14 (Paid Time Off) shall be eight hours. (H) The City Manager is authorized to implement programs to recognize the achievement of employees. In addition to expenditures authorized in Section 250.29 of the Middletown Codified Ordinances, the City Manager may grant recognition leave, not to exceed 24 hours, or cash bonuses, not to exceed $500.00 in accordance with an employee recognition policy established as part of the City’s Policies and Procedures. Cash bonuses shall be deemed to be compensation to the employee. (I) Employees are responsible for meals, food and beverages for their own consumption, except that City Council authorizes the expenditures of City funds for the

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following events and situations, which the City Council hereby determines, are for a public purpose:

(1) an annual City holiday party and appreciation events for its employees; (2) events at city facilities which are sponsored by the City; (3) dedications and ground-breaking ceremonies for public projects or

economic development projects; (4) meetings of professional groups and/or agencies sponsored by the City or

an official of the City; (5) employee meetings scheduled by the City Manager; (6) employee training meetings; (7) receptions or ceremonies for incoming and outgoing members of City

Council; (8) receptions for the hiring or retirement of an employee; (9) meetings either internal or with outside personnel when employees work

through their normal lunch hour, without additional compensation; and (10) meals, receptions or events that an employee attends as a representative

of the City at the request of the City Manager. All such expenditures shall be within the constraints of the budget authority, and are subject to the sole discretion of the City Manager. No public funds shall be expended for the purchase of alcoholic beverages. Nothing in this paragraph is intended to limit or otherwise prohibit the reimbursement of travel expenses, including meals, as authorized in Section 16(E) of this Ordinance.

(J) Employees may receive an incentive in accordance with the guidelines of the City Wellness Program as established by the Health Care Committee. (K) In the event of a public health pandemic declaration, the City Manager may, at their sole discretion, award exempt employees of the Middletown Board of Health cash bonus payments to those who are working over and above their regular work week without overtime compensation. Cash bonus payments may not exceed five percent (5%) of an exempt employee’s annual salary.

Section 17

All ordinances or parts of ordinances in conflict with this ordinance are hereby repealed.

Section 18

This ordinance shall take effect and be in force from and after the earliest date

permitted by law.

___________________ Nicole Condrey, Mayor

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1st reading: ____________ 2nd reading: ____________ Adopted: ____________ Effective: ___________ Attest: _________________ Clerk of City Council

H:/Law/leg/2021 Leg/O PBO 2022 Post 1.1.18 Employees

EXHIBIT "A" RANGE A B C D E F G H I J K L M N O P Q R S T

201 854.92 872.04 889.48 907.28 925.44 943.96 962.80 982.08 1,001.72 1,021.72 1,042.16 1,052.56 1,063.12 1,073.80 1,084.52 1,095.32 1,103.56 1,111.80 1,120.12 1,126.32

204 895.20 913.08 931.36 949.96 968.96 988.32 1,008.12 1,028.28 1,048.84 1,069.84 1,091.20 1,102.16 1,113.16 1,124.28 1,135.52 1,146.88 1,155.48 1,164.12 1,172.88 1,179.28

207 937.44 956.16 975.28 994.80 1,014.72 1,035.00 1,055.68 1,076.80 1,098.32 1,120.24 1,142.68 1,154.08 1,165.60 1,177.28 1,189.04 1,200.96 1,210.00 1,219.04 1,228.16 1,234.80

210 981.32 1,000.92 1,020.96 1,041.40 1,062.20 1,083.40 1,105.08 1,127.20 1,149.72 1,172.76 1,196.20 1,208.16 1,220.28 1,232.48 1,244.76 1,257.20 1,266.60 1,276.16 1,285.68 1,292.84

213 1,027.88 1,048.40 1,069.40 1,090.76 1,112.56 1,134.84 1,157.52 1,180.64 1,204.28 1,228.40 1,252.92 1,265.44 1,278.12 1,290.88 1,303.80 1,316.84 1,326.72 1,336.68 1,346.68 1,353.60

216 1,075.80 1,097.32 1,119.24 1,141.60 1,164.48 1,187.76 1,211.48 1,235.72 1,260.48 1,285.64 1,311.40 1,324.48 1,337.72 1,351.12 1,364.60 1,378.24 1,388.56 1,399.00 1,409.48 1,417.12

219 1,126.32 1,148.80 1,171.80 1,195.20 1,219.12 1,243.48 1,268.36 1,293.72 1,319.60 1,345.96 1,372.92 1,386.64 1,400.48 1,414.52 1,428.68 1,442.96 1,453.76 1,464.64 1,475.64 1,483.72

222 1,179.28 1,202.84 1,226.92 1,251.44 1,276.48 1,302.04 1,328.04 1,354.56 1,381.68 1,409.32 1,437.48 1,451.92 1,466.40 1,481.08 1,495.92 1,510.88 1,522.20 1,533.60 1,545.08 1,553.48

225 1,234.80 1,259.48 1,284.68 1,310.36 1,336.56 1,363.28 1,390.56 1,418.40 1,446.76 1,475.64 1,505.16 1,520.24 1,535.44 1,550.80 1,566.28 1,581.96 1,593.80 1,605.80 1,617.80 1,626.84

228 1,292.84 1,318.64 1,345.04 1,371.88 1,399.36 1,427.32 1,455.88 1,485.00 1,514.72 1,545.00 1,575.88 1,591.64 1,607.60 1,623.60 1,639.84 1,656.24 1,668.64 1,681.20 1,693.84 1,702.48

231 1,353.60 1,380.64 1,408.24 1,436.40 1,465.16 1,494.44 1,524.36 1,554.84 1,585.92 1,617.60 1,649.96 1,666.44 1,683.16 1,700.04 1,716.96 1,734.08 1,747.08 1,760.24 1,773.48 1,784.24

234 1,417.12 1,445.48 1,474.40 1,503.92 1,533.96 1,564.60 1,595.96 1,627.84 1,660.36 1,693.64 1,727.48 1,744.76 1,762.16 1,779.84 1,797.64 1,815.56 1,829.20 1,842.96 1,856.76 1,868.20

237 1,483.72 1,513.36 1,543.60 1,574.44 1,606.00 1,638.08 1,670.84 1,704.28 1,738.32 1,773.12 1,808.56 1,826.64 1,844.96 1,863.36 1,882.00 1,900.84 1,915.08 1,929.44 1,943.92 1,955.88

240 1,553.48 1,584.52 1,616.28 1,648.56 1,681.52 1,715.20 1,749.48 1,784.44 1,820.12 1,856.48 1,893.64 1,912.52 1,931.68 1,951.04 1,970.56 1,990.20 2,005.16 2,020.20 2,035.32 2,047.80

243 1,626.84 1,659.40 1,692.52 1,726.40 1,760.96 1,796.12 1,832.04 1,868.68 1,906.08 1,944.16 1,983.12 2,002.88 2,022.92 2,043.16 2,063.60 2,084.24 2,099.84 2,115.60 2,131.48 2,144.08

246 1,702.48 1,736.48 1,771.24 1,806.64 1,842.80 1,879.64 1,917.20 1,955.56 1,994.64 2,034.60 2,075.28 2,096.00 2,116.92 2,138.16 2,159.52 2,181.16 2,197.52 2,214.00 2,230.60 2,244.92

249 1,784.24 1,819.96 1,856.32 1,893.48 1,931.36 1,969.92 2,009.36 2,049.56 2,090.56 2,132.32 2,175.00 2,196.72 2,218.72 2,240.92 2,263.32 2,285.92 2,303.08 2,320.36 2,337.76 2,350.44

252 1,868.20 1,905.48 1,943.64 1,982.48 2,022.12 2,062.56 2,103.88 2,145.92 2,188.80 2,232.64 2,277.28 2,300.08 2,323.00 2,346.32 2,369.68 2,393.40 2,411.36 2,429.44 2,447.64 2,460.92

255 1,955.88 1,994.96 2,034.88 2,075.60 2,117.04 2,159.44 2,202.60 2,246.68 2,291.64 2,337.44 2,384.20 2,408.04 2,432.12 2,456.40 2,480.96 2,505.80 2,524.60 2,543.52 2,562.60 2,576.52

258 2,047.80 2,088.80 2,130.52 2,173.20 2,216.60 2,261.00 2,306.20 2,352.28 2,399.40 2,447.32 2,496.28 2,521.24 2,546.52 2,571.96 2,597.64 2,623.56 2,643.28 2,663.16 2,683.12 2,697.60

261 2,144.08 2,186.96 2,230.72 2,275.36 2,320.84 2,367.20 2,414.56 2,462.88 2,512.12 2,562.40 2,613.64 2,639.72 2,666.08 2,692.80 2,719.72 2,746.92 2,767.56 2,788.28 2,809.12 2,824.40

264 2,244.92 2,289.80 2,335.60 2,382.28 2,429.96 2,478.52 2,528.12 2,578.64 2,630.24 2,682.80 2,736.52 2,763.80 2,791.48 2,819.40 2,847.56 2,876.08 2,897.68 2,919.40 2,941.28 2,957.12

267 2,350.44 2,397.40 2,445.40 2,494.28 2,544.16 2,595.00 2,646.92 2,699.88 2,753.84 2,808.92 2,865.12 2,893.80 2,922.68 2,951.92 2,981.44 3,011.20 3,033.88 3,056.56 3,079.56 3,096.12

270 2,460.92 2,510.12 2,560.32 2,611.52 2,663.72 2,717.04 2,771.36 2,826.80 2,883.32 2,940.96 2,999.76 3,029.84 3,060.08 3,090.68 3,121.60 3,152.80 3,176.40 3,200.28 3,224.28 3,244.88

273 2,576.52 2,628.08 2,680.64 2,734.28 2,788.92 2,844.72 2,901.60 2,959.60 3,018.80 3,079.24 3,140.80 3,172.16 3,203.92 3,236.00 3,268.40 3,300.96 3,325.80 3,350.72 3,375.80 3,395.24

276 2,697.60 2,751.52 2,806.52 2,862.68 2,919.96 2,978.28 3,037.92 3,098.60 3,160.64 3,223.88 3,288.32 3,321.16 3,354.44 3,387.96 3,421.84 3,456.08 3,481.92 3,508.12 3,534.36 3,553.40

279 2,824.40 2,880.84 2,938.44 2,997.24 3,057.16 3,118.28 3,180.68 3,244.28 3,309.16 3,375.32 3,442.88 3,477.32 3,512.04 3,547.12 3,582.72 3,618.44 3,645.56 3,672.96 3,700.44 3,720.60

282 2,957.12 3,016.28 3,076.60 3,138.12 3,200.84 3,264.92 3,330.12 3,396.76 3,464.72 3,534.00 3,604.68 3,640.68 3,677.12 3,713.92 3,751.08 3,788.56 3,816.96 3,845.64 3,874.48 3,895.40

285 3,096.12 3,158.04 3,221.16 3,285.64 3,351.32 3,418.36 3,486.72 3,556.40 3,627.68 3,700.08 3,774.08 3,811.88 3,850.00 3,888.52 3,927.36 3,966.64 3,996.40 4,026.32 4,056.56 4,078.44

288 3,244.88 3,309.76 3,376.00 3,443.48 3,512.32 3,582.60 3,654.24 3,727.24 3,801.88 3,877.88 3,955.44 3,995.00 4,034.92 4,075.24 4,116.04 4,157.20 4,188.40 4,219.76 4,251.44 4,273.28

291 3,395.24 3,463.08 3,532.36 3,603.04 3,675.04 3,748.56 3,823.48 3,900.00 3,978.00 4,057.52 4,138.72 4,180.04 4,221.84 4,264.12 4,306.76 4,349.84 4,382.48 4,415.32 4,448.40 4,475.48

294 3,553.40 3,624.44 3,696.96 3,770.80 3,846.28 3,923.16 4,001.60 4,081.63 4,163.32 4,246.56 4,331.48 4,374.80 4,418.60 4,462.72 4,507.36 4,552.44 4,586.56 4,621.00 4,655.68 4,680.92

EXHIBIT B

Table of Exempt (E), Supervisory (S), Unclassified (UC) & Classified (C) Positions


Administrative Assistant X

Administrative Services Director X X X

Animal Control Officer X

Assistant City Engineer X X X

Assistant City Manager X X X

Assistant Development Services Director X X X

Assistant Economic Development Director X X X

Assistant Finance Director X X X

Assistant Fire Chief X X X

Assistant Information Systems Director X X X

Assistant Public Works & Utilities Director X X X

Assistant Public Works Superintendent X X X

Budget Manager X

Building Cleaner X

Building Maintenance Technician X

Chief Building Official X X X

City Engineer X X X

City Manager X X X

City Planner X X

City Treasurer X X X

Civilian Communications Supervisor X X X

Clerk of Council X X X

Code Specialist X

Communications Manager X X

Community Development Administrator X X X


Community Security Officer X

Computer Programmer/Analyst X

Computer Technician X

Contracts Administrator X

Customer Relations Specialist X

Deputy Clerk of Council X

Deputy Police Chief X X X

Development Services Director X X X

Economic Development Director X X X

Economic Development Program Manager X X

Electronics Maintenance Supervisor X X X

Electronics Technician X

Engineer X X

Engineering Construction Inspector X

Engineering Technician X

Environmental Monitoring Technician X

Executive Account Clerk X

Executive Assistant X

Facilities Maintenance Supervisor X X X

Field Inspector X

Finance Director X X X

Fire Chief X X X

Garage Superintendent X X X

General Counsel X X X

GIS Administrator X

Grounds Maintenance Supervisor X X

Historic Property Specialist X


Human Resources Clerk X

Human Resources Manager X X X

Human Resources Specialist X

HVAC/Building Maintenance Technician X

Impound Lot Clerk X

Income Tax Auditor X

Income Tax Superintendent X X

Industrial Pretreatment Coordinator X X

Information Systems Director X X X

Intern X

Line Service Lead X

Line Service Technician X

Natural Resources Coordinator X X

Paralegal X

Payroll Administrator X

Permit Specialist X

Planning Director X X X

Police Chief X X X

Process Control Supervisor X X

Property Officer X

Public Works Leader X X

Public Works Superintendent X X X

Public Works & Utilities Director X X X

Purchasing Agent X X

Secretary X

Senior Account Clerk X

Senior Electronics Technician X


Senior Engineer X X X

Senior Engineering Technician X X

Staff Attorney X X

Systems Administrator X

Utility Billing Supervisor X X X

Victim Advocate X

Water Reclamation Lab Analyst X

Water Reclamation Maintenance Supervisor X X

Water Reclamation Manager X X X

Water Reclamation Mechanic X

Water Reclamation Operator:




Uncertified X

Water Treatment Assistant Lab Analyst X

Water Treatment Lab Analyst X

Water Treatment Maintenance Supervisor X X

Water Treatment Manager X X X

Water Treatment Mechanic X

Water Treatment Operator:




Uncertified X

Zoning Administrator X

1


_______________________________________________________________________________________________________




Housing Code Specialist to Code Specialist Eliminate 1(C)(3) Exceptions (related to Planning Director) Eliminate 1(D) Performance-Based Compensation


2

UPDATE: 11/9/2021 – Range increases for the following positions were added for the second reading:

Assistant Public Works & Utilities Director 172/282 to 169/291 Public Works & Utilities Director 170/288 to 167/294 Sections 2 & 3 – Hourly and Seasonal Employees Update wages for position of part-time bus driver and seasonal employees by 2% Hourly wage increases: Seasonal Laborer $10.77 to $13.00 Transform Middletown Supervisor $13.80 to $15.00 Mowing Supervisor $13.80 to $15.00 Section 6 – Overtime












3




LEGISLATION ITEM 12


AN ORDINANCE ESTABLISHING PAY RANGES AND CERTAIN BENEFITS FOR EMPLOYEE CLASSIFICATIONS IN THE MIDDLETOWN DEPARTMENT OF HEALTH AND ENVIRONMENT.

BE IT ORDAINED by the City Council of the City of Middletown, Butler and Warren Counties, Ohio:

Section 1

(A) Effective January 1, 2022 the salaried classifications within the service of the Middletown Department of Health and Environment are hereby established in pay ranges as follows:

Job Classifications

Salary Ranges for Employees Hired:

Prior to 2018

1/1/18 and later

Administrative Assistant Director of Environmental Health Director of Nursing Health Clerk Health Commissioner Public Health Accreditation Board (PHAB)

Coordinator Public Health Nurse Sanitarian Registered Environmental Health Specialist Sanitarian-in-Training Registered Environmental Health Specialist-

in-Training Secretary Vital Statistic Deputy Registrar Vital Statistics Registrar

184 178 179 195 170

181 182 183 183 184

184 187 187 186

246 264 261 213 288

255 252 249 249 246

246 237 237 240

All employees shall be paid in the Range provided above, except as otherwise provided herein, and the salary ranges above shall be equivalent to those set forth in the most current ordinance establishing pay ranges for City of Middletown employees. (B) The Director of Environmental Health, Director of Nursing, Health Commissioner and Medical Director positions are exempt employees. (C) Adjustments for Health Commissioner.

(1) Any Health Commissioner who obtains or possesses a bachelor’s degree from an accredited college or university, or receives or possesses certification

or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to his/her employment, shall be paid in Range 169, or Range 291 if hired January 1, 2018 or later. (2) Any Health Commissioner who obtains or possesses a masters or doctoral degree from an accredited college or university, or receives or possesses certification or licensure deemed by the City Manager to be similar or equivalent to such a degree in a field related to his/her employment, shall be paid in Range 168, or Range 294 if hired January 1, 2018 or later.

(D) Implementation of Reclassifications for Employees Hired Prior to 2018. (1) All reclassifications included in Section 1(A) of this Ordinance shall be implemented by providing a step increase to the affected employee on his/her next anniversary date. If an affected employee is scheduled to receive a step increase regardless of the reclassification, no additional increases in base pay will be provided during 2021 2022 except for the scheduled step increase. (2) However, any affected employee whose scheduled step increase in 2021 2022 would not result in an amount equivalent to or higher than Step A of the new Range assigned to the position occupied by the affected employee shall be placed in Step A of the new Range effective January 1, 2021 2022. These employees shall be given a new anniversary date of January 1. (3) Any part-time employee affected by a reclassification in this Ordinance shall be assigned to a step in the new Range for that position at the step equivalent to at least four percent (4%) higher than their present rate of pay. (4) The procedures for implementation of the reclassifications set forth in Section 7 of the City’s Pay and Benefits Ordinance are not applicable to the reclassifications set forth in Section 1(A) of this Ordinance.

Section 2

The position of Medical Director shall be on call at all times and available to

handle any health-related emergency affecting the community. The schedule of the Medical Director shall be determined by the Health Commissioner. The Medical Director shall be paid an annual salary in the amount of $13,000.00 to be paid monthly in twelve (12) equal increments.

Section 3

Employees of the Middletown Department of Health and Environmental shall

receive benefits and be subject to the pay policies as set forth in the most current ordinance establishing the pay policy and benefits for City of Middletown employees.

Section 4

This ordinance shall take effect and be in force from and after the earliest period

allowed by law.

___________________________ Nicole Condrey, Mayor

1st reading: November 2, 2021 2nd reading: ___________ Adopted: _____________ Effective: _____________ Attest:____________________ Clerk of the City Council

H:/Law/leg/2021 Leg/O PBO Health 2022

1


_______________________________________________________________________________________________________




Housing Code Specialist to Code Specialist Eliminate 1(C)(3) Exceptions (related to Planning Director) Eliminate 1(D) Performance-Based Compensation Sections 2 & 3 – Hourly and Seasonal Employees Update wages for position of part-time bus driver and seasonal employees by 2% Hourly wage increases: Seasonal Laborer $10.77 to $13.00


2

Transform Middletown Supervisor $13.80 to $15.00 Mowing Supervisor $13.80 to $15.00 Section 6 – Overtime













3



LEGISLATION ITEM 13

RESOLUTION NO. R2021-41

A RESOLUTION TO MAKE APPROPRIATIONS FOR CURRENT EXPENSES AND OTHER EXPENDITURES OF THE CITY OF MIDDLETOWN, COUNTIES OF BUTLER AND WARREN, STATE OF OHIO, FOR THE PERIOD ENDING DECEMBER 31, 2022. (ANNUAL BUDGET – 2022) BE IT RESOLVED by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The sums listed in Exhibit “A”, attached hereto, are hereby appropriated from

the various funds of the City to accounts of the City for the purposes described therein.

Section 2 The Finance Director is hereby authorized to draw warrants on the City Treasurer for payments from any of the foregoing appropriations upon receiving proper certificates and vouchers therefor, approved by the Board of Officers authorized by law to approve the same, or an ordinance or resolution of the City Council to make expenditures provided that no warrants shall be drawn or paid for salaries or wages except to persons employed by authority of and in accordance with law or ordinance.

Section 3 All legislation inconsistent herewith is hereby repealed.

Section 4 This resolution shall be effective at the earliest time permitted by law.

_________________________ Nicole Condrey, Mayor

1st reading: November 2, 2021 2nd reading: _____________ Adopted: _______________ Effective: _______________ Attest: ___________________________ Clerk of the City Council H:/Law/leg/2021 Leg/r 2022 Budget

FROM: Unappropriated GENERAL FUND (Fund #100) 35,176,732$

TO: Accounts of 101 City Council 164,396$

Personal Services 131,211

All other expenditures 33,185

Accounts of 111 City Manager 531,475$



Accounts of 131 Finance Administration 307,921$



Accounts of 132 Treasury 227,743$



Accounts of 136 Information Systems 758,680$



Accounts of 137 Purchasing 100,882$



Accounts of 142 Human Resources 489,757$



Accounts of 150 Law 789,927$



Accounts of 162 Planning 915,019$



Accounts of 164 Economic Development 1,063,365$



Accounts of 165 Communications 213,787$



Accounts of 211 Fire Administration 459,486$



Accounts of 212 Fire Operations 9,685,490$

Personal Services 8,368,953

All other expenditures 1,316,537

1

julieo

Typewriter

EXHIBIT "A"

Accounts of 213 Fire Training/Prevention 722,390$



Accounts of 221 Police Administration 722,929$



Accounts of 222 Criminal Investigation 1,510,810$



Accounts of 223 Narcotics 777,537$



Accounts of 224 Uniform Patrol 7,210,142$



Accounts of 225 Police Services 369,113$



Accounts of 226 Police & Fire Dispatch 1,425,206$



Accounts of 229 Jail Management 1,339,485$



Accounts of 260 Building Inspection 586,381$



Accounts of 261 Building Maintenance 487,730$



Accounts of 411 Community Center 115,000$


Accounts of 512 Engineering 440,179$



Accounts of 542 Parks Maintenance 844,752$



Accounts of 590 Street Lighting 452,231$

Other expenditures 452,231

2

Accounts of 911 Non-Departmental 1,916,725$



Accounts of 915 Transfers Out 548,194$


TOTAL GENERAL FUND (Fund #100) 35,176,732$ 35,176,732

FROM: UnappropriatedPUBLIC SAFETY LEVY FUND (Fund

#200)3,671,538$

TO: Accounts of 915 Transfers Out

Other expenditures 3,671,538

TOTAL PUBLIC SAFETY LEVY FUND 3,671,538

FROM: UnappropriatedSTREET LEVY INCOME TAX FUND

(Fund #201)3,450,608$

TO: Accounts of 990 Transfers Out


TOTAL STREET LEVY INCOME TAX FUND 3,450,608

FROM: UnappropriatedAUTO & GAS TAX FUND (Fund

#210)4,320,807$

TO: Accounts of 524 Electronic Maintenance 751,931$



Accounts of 541 Street Maintenance 3,395,765$



Accounts of 543 Grounds Maintenance 173,111$



TOTAL AUTO & GAS TAX FUND 4,320,807

FROM: UnappropriatedCONSERVANCY FUND (Fund

#215)125,449$

TO: Accounts of 990 Conservancy


TOTAL CONSERVANCY FUND 125,449

FROM: UnappropriatedCAPITAL IMPROVEMENT FUND

(Fund #220)6,078,500$

TO: Various Accts Capital Improvements


TOTAL CAPITAL IMPROVEMENTS FUND 6,078,500

FROM: Unappropriated HEALTH FUND (Fund #228) 883,759$

TO: Accounts of 450 Health Administration



3

TOTAL HEALTH FUND 883,759

FROM: Unappropriated EMS FUND (Fund #229) 8,850$

TO: Accounts of 990 EMS


TOTAL EMS FUND 8,850

FROM: Unappropriated CITY INCOME FUND (Fund #230) 29,709,053$

TO: Accounts of 133 Taxation 713,407$



Accounts of 915 Transfers Out 28,995,646$


TOTAL CITY INCOME TAX FUND 29,709,053

FROM: UnappropriatedCOURT COMPUTERIZATION FUND

(Fund #240)60,000$

TO: Accounts of 990 Court Computerization


TOTAL COURT COMPUTERIZATION FUND 60,000

FROM: UnappropriatedLAW ENFORCEMENT TRUST

FUND (Fund #242)60,000$

TO: Accounts of 990 Law Enforcement Trust

Other expenditures 60,000$

TOTALLAW ENFORCEMENT TRUST

FUND 60,000$

FROM: UnappropriatedMANDATORY DRUG FINE FUND

(Fund #243)163,743$

TO: Accounts of 990 Mandatory Drug Fine



TOTAL MANDATORY DRUG FINE FUND 163,743

FROM: UnappropriatedPROBATION SERVICES FUND

(Fund #245)144,228$

TO: Accounts of 990 Probation Services



TOTAL PROBATION SERVICES FUND 144,228

FROM: UnappropriatedTERMINATION PAY FUND (Fund

#246)650,000$

TO: Accounts of 990 Termination Pay


TOTAL TERMINATION PAY FUND 650,000

4

FROM: Unappropriated

INDIGENT DRIVER

ALCOHOL/TRTMT FUND (Fund

#247)

25,500$

TO: Accounts of 990 Indigent Driver

Alcohol/Treatment


TOTALINDIGENT DRIVER

ALCOHOL/TRTMT FUND25,500

FROM: UnappropriatedCIVC DEVELOPMENT FUND (Fund

#249)375,000$

TO: Accounts of 990 Civic Development


TOTAL CIVIC DEVELOPMENT FUND 375,000

FROM: UnappropriatedMUNICIPAL COURT FUND (Fund

#250)1,750,678$

Accounts of 120 Municipal Court



TOTAL MUNICIPAL COURT FUND 1,750,678

FROM: UnappropriatedPOLICE GRANTS FUND (Fund

#251)60,443$

TO: Accounts of 037 STEP Grant 14,685$


Accounts of 038 IDEP Grant 19,778$


Accounts of 055 JAG Memorial Grant 14,980$


Accounts of 070 OVI Task Force Grant 11,000$


TOTAL POLICE GRANTS FUND 60,443

FROM: Unappropriated COURT IDIAM FUND (Fund #252) 20,000$

TO: Accounts of 990 IDIAM


TOTAL COURT IDIAM FUND 20,000

FROM: UnappropriatedCOURT SPECIAL PROJECTS FUND

(Fund #253)190,738$

TO: Accounts of 990 Court Special Projects



TOTAL COURT SPECIAL PROJECTS FUND 190,738

FROM: UnappropriatedHOME PROGRAM FUND (Fund

#254)355,200$

TO: Accounts of 990 Home Program


TOTAL HOME PROGRAM FUND 355,200

5

FROM: UnappropriatedNUISANCE ABATEMENT FUND

(Fund #260)331,000$

Accounts of 115 Nuisance Enforcement 300,000$

Other expenditures 31,000$

TOTAL NUISANCE ABATEMENT FUND 331,000

FROM: UnappropriatedSENIOR CITIZENS LEVY FUND

(Fund #262)744,406$

TO: Accounts of 990 Senior Citizen Services


TOTAL SENIOR CITIZENS LEVY FUND 744,406

FROM: UnappropriatedGENERAL OBLIGATION BOND

RETIREMENT FUND (Fund #305)1,282,165$

TO: Accounts of 901 General Obligation Bond


TOTALGENERAL OBLIGATION BOND

FUND1,282,165

FROM: UnappropriatedSPECIAL ASSESSMENT BOND

RETIREMENT FUND (Fund #325)128,887$

TO: Accounts of 901 Special Assessment Bond


TOTALSPECIAL ASSESSMENT BOND

FUND128,887

FROM: UnappropriatedEAST END-TOWNE BLVD TAX

INCREMENT FUND (Fund #340)412,793$

TO: Accounts of 990 East End/Towne Blvd Tax

Increment


TOTALEAST END-TOWNE BLVD TAX

INCREMENT FUND412,793

FROM: UnappropriatedDOWNTOWN TAX INCREMENT

FUND (Fund #345)100$

TO: Accounts of 990 Downtown Tax Increment

Other expenditures 100

TOTALDOWNTOWN TAX INCREMENT

FUND100

FROM: UnappropriatedAERONCA TAX INCREMENT FUND

(Fund #350)36$

TO: Accounts of 990 Aeronca Tax Increment


TOTAL AERONCA TAX INCREMENT FUND 36

6

FROM: UnappropriatedAIRPORT/RIVERFRONT TAX

INCREMENT FUND (Fund #355)35$

TO: Accounts of 990 Airport/Riverfront Tax Increment


TOTALAIRPORT/RIVERFRONT TAX

INCREMENT FUND35

FROM: UnappropriatedMILLER ROAD NORTH TAX


TO: Accounts of 990 Miller Road North Tax Increment


TOTALMILLER ROAD NORTH TAX

INCREMENT FUND300

FROM: UnappropriatedTOWNE MALL/HOSPITAL TAX


TO: Accounts of 990 Towne Mall/Hospital Tax

Increment


TOTALTOWNE MALL/HOSPITAL TAX


FROM: UnappropriatedRENAISSANCE NORTH TAX


TO: Accounts of 990 Renaissance North Tax Increment


Accounts of 901 Renaissance North TIF Debt


TOTALRENAISSANCE NORTH TAX


FROM: UnappropriatedRENAISSANCE SOUTH TAX


TO: Accounts of 990 Renaissance South Tax Increment


Accounts of 901 Renaissance South TIF Debt


TOTALRENAISSANCE SOUTH TAX


FROM: Unappropriated

GREENTREE INDUSTRIAL PARK

TAX INCREMENT DISTRICT FUND

(Fund #375)

75,020$

TO: Accounts of 990 Greentree Industrial Park Tax TIF


7

TOTALGREENTREE INDUSTRIAL PARK

TAX INCREMENT FUND75,020

FROM: UnappropriatedMADE INDUSTRIAL PARK TAX


TO: Accounts of 990 Made Industrial Park Tax

Increment


TOTALMADE INDUSTRIAL PARK TAX

INCREMENT FUND35

FROM: UnappropriatedSOUTH YANKEE RD TAX


TO: Accounts of 990 South Yankee Rd Tax Increment


TOTALSOUTH YANKEE RD TAX

INCREMENT FUND35

FROM: UnappropriatedTOWNE MALL TAX INCREMENT

FUND (Fund #378)196,202$

TO: Accounts of 990 Towne Mall Tax Increment


TOTALTOWNE MALL TAX INCREMENT

FUND196,202

FROM: UnappropriatedCOMMUNITY DEVELOPMENT ACT

FUND (Fund #429)758,985$

TO: Accts of 931-978 CD Act 1974


TOTALCOMMUNITY DEVELOPMENT ACT

FUND758,985

FROM: UnappropriatedDOWNTOWN IMPROVEMENTS

FUND (Fund #481)269,523$

TO: Accounts of 990 Downtown Improvements


TOTALDOWNTOWN IMPROVEMENTS

FUND269,523

FROM: UnappropriatedAIRPORT IMPROVEMENT FUND

(Fund #492)625,000$

TO: Accounts of 990 Airport Improvements


TOTAL AIRPORT IMPROVEMENT FUND 625,000

FROM: UnappropriatedWATER CAPITAL RESERVE FUND

(Fund #494)6,010,000$

TO: Various Accts Water Capital Reserve


8

TOTAL WATER CAPTIAL RESERVE FUND 6,010,000

FROM: UnappropriatedSTORM WATER CAPITAL RESERVE

FUND (Fund #415)1,550,000$

TO: Various Accts Storm Water Capital Reserve


TOTALSTORM WATER CAPITAL RESERVE

FUND1,550,000

FROM: UnappropriatedSEWER CAPITAL RESERVE FUND

(Fund #495)14,410,000$

TO: Various Accts Sewer Capital Reserve


TOTAL SEWER CAPTIAL RESERVE FUND 14,410,000

FROM: UnappropriatedCOMPUTER REPLACEMENT FUND

(Fund #498)375,000$

TO: Accounts of 990 Computer Replacement


TOTAL COMPUTER REPLACEMENT FUND 375,000

FROM: UnappropriatedPROPERTY DEVELOPMENT FUND

(Fund #499)257,132$

TO: Accounts of 990 Property Development


TOTAL PROPERTY DEVELOPMENT FUND 257,132

FROM: UnappropriatedECONOMIC DEVELOPMENT BOND

SERVICE FUND (Fund #485)157,193$

TO: Accounts of 990 Economic Development Bond

Service


TOTALECONOMIC DEVELOPMENT BOND

SERVICE FUND157,193

766 Unappropriated WATER FUND (Fund #510) 9,642,012$

TO: Accounts of 560 Water Administration 573,288$



Accounts of 561 Water Treatment 2,870,714$



Accounts of 562 Water Maintenance 1,853,604$



Accounts of 901 Debt Service 294,750$


Accounts of 902 Administrative Support 1,324,966$

9




TOTAL WATER FUND 9,642,012

FROM: UnappropriatedSTORM WATER FUND (Fund

#515)2,560,587$

TO: Accounts of 461 Storm Water Maintenance 1,394,524$



Accounts of 902 Administrative Support 116,063$




TOTAL STORM WATER FUND 2,560,587

FROM: Unappropriated SEWER FUND (Fund #520) 15,588,484$

TO: Accounts of 580 Sewer Administration 570,629$



Accounts of 581 Water Reclamation 3,482,426$



Accounts of 582 Sewer Maintenance 1,390,784$



Accounts of 583 Public Works & Utilities Admin. 806,844$





Accounts of 902 Administrative Support 1,324,966$




TOTAL SEWER FUND 15,588,484

FROM: Unappropriated AIRPORT FUND (Fund #525) 1,262,800$

TO: Accounts of 525 Airport 1,124,000$




Accounts of 915 Transfers Out 20,000$


TOTAL AIRPORT FUND 1,262,800

FROM: Unappropriated TRANSIT FUND (Fund #530) 8,710,867$

10

TO: Accounts of 530 Transit



TOTAL TRANSIT FUND 8,710,867

FROM: UnappropriatedWELLFIELD PROTECTION FUND

(Fund #546)675,669$

TO: Accounts of 990 Wellfield Protection 644,000$


Accounts of 902 Administrative Support 31,669$


TOTAL WELLFIELD PROTECTION FUND 675,669

FROM: UnappropriatedSOLID WASTE DISPOSAL FUND

(Fund #555)3,735,400$

TO: Accounts of 990 Solid Waste Disposal 3,674,424$


Accounts of 905 Litter & Waste Collection 60,976$



TOTAL SOLID WASTE DISPOSAL FUND 3,735,400

FROM: UnappropriatedMUNICIPAL GARAGE FUND (Fund

#605)3,522,811$

TO: Accounts of 550 Municipal Garage



TOTAL MUNICIPAL GARAGE FUND 3,522,811

FROM: UnappropriatedEMPLOYEE BENEFITS FUND (Fund

#661)6,582,726$

TO: Accounts of 990 Employee Benefits


TOTAL EMPLOYEE BENEFITS FUND 6,582,726

FROM: UnappropriatedPOLICE RELIEF & PENSION FUND

(Fund #725)1,331,961$

TO: Accounts of 990 Police Pension


TOTALPOLICE RELIEF AND PENSION

FUND1,331,961

FROM: UnappropriatedFIRE RELIEF & PENSION FUND

(Fund #726)1,502,636$

TO: Accounts of 990 Fire Pension


TOTAL FIRE RELIEF & PENSION FUND 1,502,636

FROM: UnappropriatedCOMMUNITY DEVELOPMENT

ESCROW FUND (Fund #736)106,138$

11

TO: Accounts of 990 Community Development


TOTALCOMMUNITY DEVELOPMENT

ESCROW FUND106,138

FROM: Unappropriated2022 SIDEWALK, CURB & GUTTER

(Fund #893)600,000$

TO: Accounts of 990 Concrete Repairs


TOTAL 2020 CONCRETE REPAIR FUND 600,000

TOTAL ALL OTHER FUNDS 137,360,432$ 137,360,432 -$

TOTAL GENERAL FUND 35,176,732$ 35,176,732 -$

GRAND TOTAL 172,537,164$ 172,537,164 -$

12

LEGISLATION ITEM 14


A RESOLUTION ESTABLISHING A BUDGET FOR THE USE OF AMERICAN RESCUE PLAN ACT OF 2021 FUNDS BY THE CITY OF MIDDLETOWN. WHEREAS, the City received funds from the American Rescue Plan Act of 2021 in the amount of $9,465,577.00 in May 2021 and expects to receive an additional $9,465,577 in May 2022 for a total of $18,925,154.00; and WHEREAS, the City has until December 31, 2024 to encumber the funds; and

WHEREAS, staff has proposed a budget for the allocation of these funds; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The funds received from the American Rescue Plan Act of 2021 (Fund # 266)

are hereby allocated to be spent as follows:

LED Street-light retro-fit $820,000 Large Clean-up/targeted $145,000 Transformational Downtown/Riverfront

Redevelopment

$7,500,000 Towne Mall (ice destination) $3,750,000 Manchester/Snider (Housing) $1,500,000 Community Center/Youth $2,100,000 Vail Site (quality housing) $1,000,000 AK HQ (demo & remediation) $125,000 CERTA (demo & remediation) $125,000 Housing – Oakland (demolitions) $187,500 Housing – Oakland (new construction) $353,200 Parks $200,000 Economic Development Grants $210,000 MVB (support tourism) $209,000 Premium pay for employees $600,454 Workforce Training/Neighborhood

Housing Repair Program $100,000

TOTAL $18,925,154

Section 2 The Finance Director is hereby authorized to draw warrants on the City Treasurer for payments from any of the foregoing appropriations upon receiving proper certificates and vouchers therefor, approved by the Board of Officers authorized by law

to approve the same, or an ordinance or resolution of the City Council to make expenditures provided that no warrants shall be drawn or paid for salaries or wages except to persons employed by authority of and in accordance with law or ordinance.

Section 3 All legislation inconsistent herewith is hereby repealed.

Section 4 This resolution shall be effective at the earliest time permitted by law.

_________________________ Nicole Condrey, Mayor

1st reading: ______________ 2nd reading: _____________ Adopted: _______________ Effective: _______________ Attest: ___________________________ Clerk of the City Council H:/Law/leg/2021 Leg/r ARPA Budget 2022 - REVISED

LEGISLATION ITEM 15


A RESOLUTION TO MAKE ADJUSTMENTS TO APPROPRIATIONS FOR CURRENT EXPENSES AND OTHER EXPENDITURES OF THE CITY OF MIDDLETOWN, COUNTIES OF BUTLER AND WARREN, STATE OF OHIO, FOR THE PERIOD ENDING DECEMBER 31, 2021, AND DECLARING AN EMERGENCY. (AIRPORT FUND & GENERAL FUND)

BE IT RESOLVED by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The following sums are hereby transferred from the General Fund of the City

and appropriated to the Airport Fund of the City for the purposes herein described as follows: FROM: General Fund (Fund # 100) $708,044.42 TO: Airport Fund (Fund # 525) $708,044.42 TOTAL $708,044.42

Section 2 The following sums are hereby appropriated from the Airport Fund of the City to

accounts of the City for the purposes herein described as follows: FROM: Unappropriated Airport Fund (Fund #525) $708,044.42 TO: Bond Principal Payment, Accounts of 525 (525.901.57110) $708,044.42 TOTAL AIRPORT FUND $708,044.42

Section 3 The Finance Director is hereby authorized to draw warrants on the City

Treasurer for payments from any of the foregoing appropriations upon receiving proper certificates and vouchers therefor, approved by the Board of Officers authorized by law to approve the same, or an ordinance or resolution of the City Council to make expenditures provided that no warrants shall be drawn or paid for salaries or wages except to persons employed by authority of and in accordance with law or ordinance.

Section 4

All legislation inconsistent herewith is hereby repealed.

Section 5

This resolution is declared to be an emergency measure necessary for the

immediate preservation of the public health, safety and general welfare, to wit: to permit the funds to be available without delay to defease the outstanding portion of the Series 2017 various purpose bonds and associated costs, and shall take effect and be in force from and after its adoption.

_________________________ Nicole Condrey, Mayor Adopted: _________________ Attest:________________________

Clerk of City Council H:\Law\leg\2021 Leg\r Transfer & Supp Approp (Airport & General)

S T A F F R E P O R T For the City Council Meeting of: November 16, 2021

_____________________________________________________________________________

DATE: November 10, 2021 TO: Mayor & City Council FROM: James M. (Jim) Palenick, City Manager

PURPOSE

To seek approval for an Ordinance authorizing the defeasance (complete repayment in escrow) of the outstanding debt associated with the Series 2017 airport capital bonds first-issued for hangar building and fuel storage tank improvements at Hook Municipal Field. This specifically will pay out the $600,000 in principal remaining, along with associated interest, for the bonds maturing on 12/01/2022 through 12/01/2027. Also included is the Draft Escrow Agreement which must be on filed with the Clerk and Council at the time of the passage of the defeasance Ordinance. Further, in order to make these payments from the Airport Fund, the City’s General fund will have to appropriate $707,997 from undesignated reserves, to transfer to the Airport Fund in order to cover the defeasance. . BACKGROUND AND FINDINGS

On July 5, 2017 (dated as of August 2, 2017), the City of Middletown approved and issued “Refunding Bonds” in the aggregate principal amount of $10,745,000, a minor portion of which refunded certain bonds previously issued for the purposes of making building and fuel storage tank improvements at Hook Municipal Airport (The bonds were originally issued in 2008 with a final maturity of 2027). Fast forward to today, and after paying the scheduled 12/01/2021 debt service payments contemplated and approved within the FY2021 Airport Fund Budget, there will remain $600,000 in outstanding principal payment obligations (through the end of 2027) and approximately $96,200 (average interest rate on outstanding bonds is 4.46%) in outstanding interest payment obligations on this debt associated with the Airport. This translates to an average yearly remaining expense in the Airport Fund for debt service of $116,000 for each of the six (6) years, 2022 through 2027. Since we are now nearing the introduction and request for approval of a multi-year contractual agreement with a new, Fixed Base Operator (FBO) for the Airport, as well as a similarly-long-term contractual arrangement to have external management of all non-FBO management functions

An Ordinance Authorizing the

Defeasance of a Portion of the City’s

2017 Airport Capital Improvement

Bonds. Along with an Appropriation

of General Fund Reserves to the

Airport Fund to Cover such

Defeasance.

coordinated and guided by a professional Airport management entity, we have recognized the value of:

1.) Eliminating outstanding debt for the Airport Fund in advance of these changes so that we can begin a fresh start in which we can (and will) evaluate actual yearly operating expenses against yearly operating revenues without the added and artificial burden of covering $116,000 in debt service payments.

2.) Allowing the proposed new management entity to commence the contractual relationship with the knowledge that they will be better satisfying the FAA in assuring a clear delineation of use of Funds and resources moving forward in that they, as a pre-existing Airport sponsor, would begin with a balance sheet associated with the Middletown Airport devoid of outstanding debt.

3.) Simply taking advantage of our otherwise healthy General Fund Reserve balance to eliminate outstanding debt and a line-item yearly expense of $116,000+ that to-date has resulted in a need for General Fund transfers to cover such expense and to otherwise take away from our ability to fund public safety, parks, etc.

It should also be noted that this issue must be “defeased” or, paid out in full in advance with an escrow agent to be repaid to bond-holders on the original schedule; rather than “refunded” or simply repaid. This is because when the City refinanced these Bonds in 2017, the first allowable “call option” is not until December 1, 2027 – which represented a standard “no-call-provision” common to the municipal industry for the first ten years of any new bond issue. Unfortunately, the first ten years of the refinance issue, in this case, were the only ten years remaining on the debt. ALTERNATIVES The alternative would be to not defease these bonds at this time and, in turn keep the outstanding debt obligations within the Airport Fund and the corresponding yearly debt service expense requiring General fund subsidy. It would also make it more difficult to fully engage our desired airport manager in a manner most effective for both entities. FINANCIAL IMPACTS

The City will be required to fully fund bond defeasance costs related to principal and interest of $671,747 along with issuance costs of $36,250, for a total cost of $707,997. The General Fund will need to appropriate $600,000 of this total to the Airport Fund so that it can be the entity paying for the defeasance – the remaining $107,997 will come from Airport fund reserves. The $600,000 will come from unreserved General fund Balance, which currently (effective 10/31/21) stands at $17,607,442, or 47.5% of the City’s yearly General Fund expense budget. In turn, starting with the Fiscal-Year 2022 Budget, and extending through FY2027, we will be able to decrease the Airport Fund expense budget (and likely affect the needed transfers in from the general fund) by an average $116,000 per year. RECOMMENDATION

That the City Council formally approve the “Ordinance Authorizing the Defeasance of a Portion of the City’s outstanding various purpose refunding bonds, series 2017/ and declaring an emergency”; along with the “Resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021, and declaring an emergency”.

CONFORMITY TO CITY POLICY

This is consistent with City policy to effectively manage and limit outstanding debt and provide operational efficiency.

DEPARTMENTAL CLEARANCES

This documentation has met any and all necessary reviews and clearances required by City staff along with legal and financial consultants working on behalf of the City..

EMERGENCY/NON EMERGENCY

This is a first reading emergency in order to meet the schedule requirements for closing the defeasance at the agreed upon and established terms and conditions.

ATTACHMENTS:

1.) The Ordinance Authorizing the Defeasance of a Portion of the City’s outstanding various

purpose refunding bonds, series 2017 and declaring an emergency.

2.) The Resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021, and declaring an emergency.

3.) Escrow agreement between the City of Middletown, Ohio and U.S. Bank National Association.

4.) Defeasance Analysis for Series 2017 Airport Bonds.

Nov 11, 2021 9:28 am Prepared by Bradley Payne Advisors (Finance 8.700 Middletown -- BP-ZL:MID_TOWN-DEF_17,DEF_17)

TABLE OF CONTENTS

City of Middletown, OhioDefeasance Analysis for Series 2017 Airport Bonds

As of November 11, 2021* Preliminary and Subject to Change *

Report Page

Sources and Uses of Funds ........................... 2

Summary of Refunding Results ......................... 3

Savings ................................... 4

Summary of Bonds Refunded .......................... 6

Prior Bond Debt Service ............................ 7

Summary of Unrefunded Bonds ......................... 9

Unrefunded Bond Debt Service ......................... 10

Escrow Requirements ............................. 12

Escrow Descriptions .............................. 13

Escrow Cost ................................. 14

Escrow Cash Flow .............................. 15

Escrow Sufficiency .............................. 16

Escrow Statistics ............................... 17

Cost of Issuance ................................ 18

IMPORTANT DISCLOSURES ......................... 19

Nov 11, 2021 9:28 am Prepared by Bradley Payne Advisors (Finance 8.700 Middletown -- BP-ZL:MID_TOWN-DEF_17,DEF_17) Page 2

SOURCES AND USES OF FUNDS



Dated Date 12/09/2021Delivery Date 12/09/2021

Sources:

Other Sources of Funds:City Cash 708,044.42

708,044.42

Uses:

Refunding Escrow Deposits:Cash Deposit 0.42SLGS Purchases 672,294.00

672,294.42

Delivery Date Expenses:Cost of Issuance 35,750.00

708,044.42


SUMMARY OF REFUNDING RESULTS



Dated Date 12/09/2021Delivery Date 12/09/2021Arbitrage yieldEscrow yield 1.026154%Value of Negative Arbitrage -23,905.58

Bond Par Amount

Par amount of refunded bonds 600,000.00Average coupon of refunded bonds 4.467134%Average life of refunded bonds 3.569Remaining weighted average maturity of refunded bonds 3.569

PV of prior debt to 12/09/2021 696,200.00Net PV Savings -11,844.42Percentage savings of refunded bonds -1.974070%


SAVINGS



Prior Present ValueDebt Refunding to 12/09/2021

Date Service Adjustments Savings @ 0.0000000%

12/01/2022 118,800.00 708,044.42 -589,244.42 -589,244.4212/01/2023 116,900.00 116,900.00 116,900.0012/01/2024 114,500.00 114,500.00 114,500.0012/01/2025 114,750.00 114,750.00 114,750.0012/01/2026 115,750.00 115,750.00 115,750.0012/01/2027 115,500.00 115,500.00 115,500.00

696,200.00 708,044.42 -11,844.42 -11,844.42

Savings Summary

Dated Date 12/09/2021Delivery Date 12/09/2021PV of savings from cash flow -11,844.42

Net PV Savings -11,844.42


SAVINGS



Prior Present ValueDebt Refunding Annual PV to 12/09/2021 Annual PV

Date Service Adjustments Savings Savings Factor @ 0.0000000% Savings

12/09/2021 708,044.42 -708,044.42 1.000000000 -708,044.4206/01/2022 11,900.00 11,900.00 1.000000000 11,900.0012/01/2022 106,900.00 106,900.00 -589,244.42 1.000000000 106,900.00 -589,244.4206/01/2023 10,950.00 10,950.00 1.000000000 10,950.0012/01/2023 105,950.00 105,950.00 116,900.00 1.000000000 105,950.00 116,900.0006/01/2024 9,750.00 9,750.00 1.000000000 9,750.0012/01/2024 104,750.00 104,750.00 114,500.00 1.000000000 104,750.00 114,500.0006/01/2025 7,375.00 7,375.00 1.000000000 7,375.0012/01/2025 107,375.00 107,375.00 114,750.00 1.000000000 107,375.00 114,750.0006/01/2026 5,375.00 5,375.00 1.000000000 5,375.0012/01/2026 110,375.00 110,375.00 115,750.00 1.000000000 110,375.00 115,750.0006/01/2027 2,750.00 2,750.00 1.000000000 2,750.0012/01/2027 112,750.00 112,750.00 115,500.00 1.000000000 112,750.00 115,500.00

696,200.00 708,044.42 -11,844.42 -11,844.42 -11,844.42 -11,844.42

Savings Summary




SUMMARY OF BONDS REFUNDED



Maturity Interest Par Call CallBond Date Rate Amount Date Price

LTGO VP Refunding Bonds, Series 2017, 2017:Serial Bonds, SERIALS 12/01/2022 2.000% 95,000.00

12/01/2023 2.000% 70,000.0012/01/2023 4.000% 25,000.0012/01/2024 5.000% 95,000.0012/01/2025 4.000% 100,000.0012/01/2026 5.000% 105,000.0012/01/2027 5.000% 110,000.00

600,000.00


PRIOR BOND DEBT SERVICE




Present ValuePeriod Debt to 12/09/2021 Bond TotalEnding Principal Coupon Interest Service @ 0.0000000% Balance Bond Value

12/01/2022 95,000 2.000% 23,800 118,800 118,800 505,000 505,00012/01/2023 95,000 ** % 21,900 116,900 116,900 410,000 410,00012/01/2024 95,000 5.000% 19,500 114,500 114,500 315,000 315,00012/01/2025 100,000 4.000% 14,750 114,750 114,750 215,000 215,00012/01/2026 105,000 5.000% 10,750 115,750 115,750 110,000 110,00012/01/2027 110,000 5.000% 5,500 115,500 115,500

600,000 96,200 696,200 696,200






Annual Present ValuePeriod Debt Debt to 12/09/2021 Bond TotalEnding Principal Coupon Interest Service Service @ 0.0000000% Balance Bond Value

12/09/2021 600,000 600,00006/01/2022 11,900 11,900 11,900 600,000 600,00012/01/2022 95,000 2.000% 11,900 106,900 118,800 106,900 505,000 505,00006/01/2023 10,950 10,950 10,950 505,000 505,00012/01/2023 95,000 ** % 10,950 105,950 116,900 105,950 410,000 410,00006/01/2024 9,750 9,750 9,750 410,000 410,00012/01/2024 95,000 5.000% 9,750 104,750 114,500 104,750 315,000 315,00006/01/2025 7,375 7,375 7,375 315,000 315,00012/01/2025 100,000 4.000% 7,375 107,375 114,750 107,375 215,000 215,00006/01/2026 5,375 5,375 5,375 215,000 215,00012/01/2026 105,000 5.000% 5,375 110,375 115,750 110,375 110,000 110,00006/01/2027 2,750 2,750 2,750 110,000 110,00012/01/2027 110,000 5.000% 2,750 112,750 115,500 112,750

600,000 96,200 696,200 696,200 696,200


SUMMARY OF UNREFUNDED BONDS



Maturity Interest ParBond Date Rate Amount

LTGO VP Refunding Bonds, Series 2017, 2017:Serial Bonds, SERIALS 12/01/2022 2.000% 1,070,000.00

12/01/2023 2.000% 680,000.0012/01/2023 4.000% 255,000.0012/01/2024 5.000% 960,000.0012/01/2025 4.000% 995,000.0012/01/2026 5.000% 895,000.0012/01/2027 5.000% 935,000.0012/01/2028 4.000% 430,000.0012/01/2029 4.000% 450,000.00

6,670,000.00


UNREFUNDED BOND DEBT SERVICE





12/01/2022 1,070,000 2.000% 259,700 1,329,700 1,329,700 5,600,000 5,600,00012/01/2023 935,000 ** % 238,300 1,173,300 1,173,300 4,665,000 4,665,00012/01/2024 960,000 5.000% 214,500 1,174,500 1,174,500 3,705,000 3,705,00012/01/2025 995,000 4.000% 166,500 1,161,500 1,161,500 2,710,000 2,710,00012/01/2026 895,000 5.000% 126,700 1,021,700 1,021,700 1,815,000 1,815,00012/01/2027 935,000 5.000% 81,950 1,016,950 1,016,950 880,000 880,00012/01/2028 430,000 4.000% 35,200 465,200 465,200 450,000 450,00012/01/2029 450,000 4.000% 18,000 468,000 468,000

6,670,000 1,140,850 7,810,850 7,810,850







12/09/2021 6,670,000 6,670,00006/01/2022 129,850 129,850 129,850 6,670,000 6,670,00012/01/2022 1,070,000 2.000% 129,850 1,199,850 1,329,700 1,199,850 5,600,000 5,600,00006/01/2023 119,150 119,150 119,150 5,600,000 5,600,00012/01/2023 935,000 ** % 119,150 1,054,150 1,173,300 1,054,150 4,665,000 4,665,00006/01/2024 107,250 107,250 107,250 4,665,000 4,665,00012/01/2024 960,000 5.000% 107,250 1,067,250 1,174,500 1,067,250 3,705,000 3,705,00006/01/2025 83,250 83,250 83,250 3,705,000 3,705,00012/01/2025 995,000 4.000% 83,250 1,078,250 1,161,500 1,078,250 2,710,000 2,710,00006/01/2026 63,350 63,350 63,350 2,710,000 2,710,00012/01/2026 895,000 5.000% 63,350 958,350 1,021,700 958,350 1,815,000 1,815,00006/01/2027 40,975 40,975 40,975 1,815,000 1,815,00012/01/2027 935,000 5.000% 40,975 975,975 1,016,950 975,975 880,000 880,00006/01/2028 17,600 17,600 17,600 880,000 880,00012/01/2028 430,000 4.000% 17,600 447,600 465,200 447,600 450,000 450,00006/01/2029 9,000 9,000 9,000 450,000 450,00012/01/2029 450,000 4.000% 9,000 459,000 468,000 459,000

6,670,000 1,140,850 7,810,850 7,810,850 7,810,850


ESCROW REQUIREMENTS




PeriodEnding Principal Interest Total

06/01/2022 11,900.00 11,900.0012/01/2022 95,000.00 11,900.00 106,900.0006/01/2023 10,950.00 10,950.0012/01/2023 95,000.00 10,950.00 105,950.0006/01/2024 9,750.00 9,750.0012/01/2024 95,000.00 9,750.00 104,750.0006/01/2025 7,375.00 7,375.0012/01/2025 100,000.00 7,375.00 107,375.0006/01/2026 5,375.00 5,375.0012/01/2026 105,000.00 5,375.00 110,375.0006/01/2027 2,750.00 2,750.0012/01/2027 110,000.00 2,750.00 112,750.00

600,000.00 96,200.00 696,200.00


ESCROW DESCRIPTIONS



Type of Type of Maturity First Int Par Max TotalSecurity SLGS Date Pmt Date Amount Rate Rate Cost

Dec 9, 2021:SLGS Certificate 06/01/2022 06/01/2022 9,339 0.040% 0.040% 9,339.00SLGS Certificate 12/01/2022 12/01/2022 104,100 0.120% 0.120% 104,100.00SLGS Note 06/01/2023 06/01/2022 8,273 0.290% 0.290% 8,273.00SLGS Note 12/01/2023 06/01/2022 103,284 0.480% 0.480% 103,284.00SLGS Note 06/01/2024 06/01/2022 7,333 0.630% 0.630% 7,333.00SLGS Note 12/01/2024 06/01/2022 102,355 0.770% 0.770% 102,355.00SLGS Note 06/01/2025 06/01/2022 5,375 0.890% 0.890% 5,375.00SLGS Note 12/01/2025 06/01/2022 105,398 1.000% 1.000% 105,398.00SLGS Note 06/01/2026 06/01/2022 3,926 1.100% 1.100% 3,926.00SLGS Note 12/01/2026 06/01/2022 108,947 1.200% 1.200% 108,947.00SLGS Note 06/01/2027 06/01/2022 1,976 1.280% 1.280% 1,976.00SLGS Note 12/01/2027 06/01/2022 111,988 1.360% 1.360% 111,988.00

672,294 672,294.00

SLGS Summary

SLGS Rates File 01NOV21Total Certificates of Indebtedness 113,439.00Total Notes 558,855.00

Total original SLGS 672,294.00


ESCROW COST



Type of Maturity Par TotalSecurity Date Amount Rate Cost

SLGS 06/01/2022 9,339 0.040% 9,339.00SLGS 12/01/2022 104,100 0.120% 104,100.00SLGS 06/01/2023 8,273 0.290% 8,273.00SLGS 12/01/2023 103,284 0.480% 103,284.00SLGS 06/01/2024 7,333 0.630% 7,333.00SLGS 12/01/2024 102,355 0.770% 102,355.00SLGS 06/01/2025 5,375 0.890% 5,375.00SLGS 12/01/2025 105,398 1.000% 105,398.00SLGS 06/01/2026 3,926 1.100% 3,926.00SLGS 12/01/2026 108,947 1.200% 108,947.00SLGS 06/01/2027 1,976 1.280% 1,976.00SLGS 12/01/2027 111,988 1.360% 111,988.00

672,294 672,294.00

Purchase Cost of Cash TotalDate Securities Deposit Escrow Cost Yield

12/09/2021 672,294 0.42 672,294.42 1.026154%

672,294 0.42 672,294.42


ESCROW CASH FLOW



Present ValueNet Escrow PV to 12/09/2021

Date Principal Interest Receipts Factor @ 1.0261541%

06/01/2022 9,339.00 2,561.50 11,900.50 0.995121736 11,842.4512/01/2022 104,100.00 2,799.58 106,899.58 0.990042057 105,835.0806/01/2023 8,273.00 2,677.40 10,950.40 0.984988308 10,786.0212/01/2023 103,284.00 2,665.40 105,949.40 0.979960357 103,826.2106/01/2024 7,333.00 2,417.52 9,750.52 0.974958070 9,506.3512/01/2024 102,355.00 2,394.42 104,749.42 0.969981319 101,604.9806/01/2025 5,375.00 2,000.35 7,375.35 0.965029972 7,117.4312/01/2025 105,398.00 1,976.43 107,374.43 0.960103899 103,090.6106/01/2026 3,926.00 1,449.44 5,375.44 0.955202972 5,134.6412/01/2026 108,947.00 1,427.85 110,374.85 0.950327062 104,892.2106/01/2027 1,976.00 774.17 2,750.17 0.945476041 2,600.2212/01/2027 111,988.00 761.52 112,749.52 0.940649783 106,057.81

672,294.00 23,905.58 696,199.58 672,294.00

Escrow Cost Summary

Purchase date 12/09/2021Purchase cost of securities 672,294.00

Target for yield calculation 672,294.00


ESCROW SUFFICIENCY



Escrow Net Escrow Excess ExcessDate Requirement Receipts Receipts Balance

12/09/2021 0.42 0.42 0.4206/01/2022 11,900.00 11,900.50 0.50 0.9212/01/2022 106,900.00 106,899.58 -0.42 0.5006/01/2023 10,950.00 10,950.40 0.40 0.9012/01/2023 105,950.00 105,949.40 -0.60 0.3006/01/2024 9,750.00 9,750.52 0.52 0.8212/01/2024 104,750.00 104,749.42 -0.58 0.2406/01/2025 7,375.00 7,375.35 0.35 0.5912/01/2025 107,375.00 107,374.43 -0.57 0.0206/01/2026 5,375.00 5,375.44 0.44 0.4612/01/2026 110,375.00 110,374.85 -0.15 0.3106/01/2027 2,750.00 2,750.17 0.17 0.4812/01/2027 112,750.00 112,749.52 -0.48

696,200.00 696,200.00 0.00


ESCROW STATISTICS



Modified Yield to Yield to Perfect Value ofTotal Duration PV of 1 bp Receipt Disbursement Escrow Negative Cost of

Escrow Cost (years) change Date Date Cost Arbitrage Dead Time

Global Proceeds Escrow:672,294.42 3.381 227.25 1.026154% 1.026153% 696,200.00 -23,905.58

672,294.42 227.25 696,200.00 -23,905.58 0.00

Delivery date 12/09/2021


COST OF ISSUANCE



Cost of Issuance $/1000 Amount

Bond Counsel (Squire Patton Boggs) 15,000.00Municipal Advisor (Bradley Payne) 10,000.00Escrow Agent (U.S. Bank) 3,500.00Verification Agent (Causey) 2,250.00Escrow Bidding Agent (Causey) 4,000.00CUSIPs 1,000.00

0.00 35,750.00


IMPORTANT DISCLOSURES



Bradley Payne Advisors, LLC ('Bradley Payne') has registered as a municipal advisor with the Municipal Securities Rule Making Board ('MSRB') and the Securities and Exchange Commission ('SEC'). As a registered municipal advisor, Bradley Payne may provide advice to a municipal entity or obligated person. An obligated person is an entity other than a municipal entity, such as a not for profit corporation, that has commenced an application or negotiation with an entity to issue municipal securities on its behalf and for which it will provide support. If and when an issuer engages Bradley Payne to provide financial advisory or consultant services with respect to the issuance of municipal securities, Bradley Payne is obligated to evidence such a financial advisory relationship with a written agreement. When acting as a registered municipal advisor, Bradley Payne is a fiduciary required by federal law to act in the best interest of a municipal entity without regard to its own financial or other interests.

The information in this presentation is provided for education and informational purposes only by Bradley Payne without any express or implied warranty of any kind, including warranties of accuracy, completeness, or fitness for any particular purpose. The Information contained in or provided from or through this presentation is not intended to be and does not constitute financial advice, investment advice, trading advice, or any other advice. You understand that you are using any and all information available within this presentation at your own risk.

The views expressed constitute the perspective of Bradley Payne's municipal advisory business at the time of distribution and are subject to change. The content is based on sources generally believed to be reliable and available to the public, however, Bradley Payne's municipal advisory business cannot guarantee the accuracy, completeness, or suitability. This material is not intended to provide specific advice or a specific recommendation. Past performance is not necessarily a guide to future performance and estimates of future performance are based on assumptions that may not be realized.

Disclosure of Conflicts of Interest and Legal or Disciplinary Events

Pursuant to Municipal Securities Rulemaking Board ('MSRB') Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, amongst other things, conflicts of interest and any legal or disciplinary events of Bradley Payne Advisors, LLC ('Bradley Payne') and its associated persons.

Bradley Payne represents that the firm may receive compensation from an Issuer or Obligated Person for services rendered relating to the issuance of municipal securities, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, Bradley Payne hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding the firm's ability to provide unbiased advice with respect to such transactions. This conflict of interest will not impair Bradley Payne's ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer. If Bradley Payne becomes aware of any additional potential or actual conflict of interest after this disclosure, Bradley Payne will disclose the detailed information in writing to the Issuer in a timely manner.

Bradley Payne does not have any legal events or disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations, and civil litigation. The Issuer may electronically access Bradley Payne's most recent Form MA and each most recent Form MA-I filed with the Securities and Exchange Commission ('SEC') at the following website: www.sec.gov/edgar/searchedgar/companysearch.html

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-1 that Bradley Payne filed with the SEC. If any material legal or regulatory action is brought against Bradley Payne, we will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate Bradley Payne, its management, and personnel.

LEGISLATION ITEM 16

ORDINANCE NO. O2021-109 AN ORDINANCE AUTHORIZING THE DEFEASANCE OF A PORTION OF THE CITY’S OUTSTANDING VARIOUS PURPOSE REFUNDING BONDS, SERIES 2017, AND DECLARING AN EMERGENCY.

WHEREAS, pursuant to Ordinance No. O2017-27, passed on July 5, 2017 (the “Series 2017 Bond Ordinance”), bonds in the aggregate principal amount of $10,745,000 dated as of August 2, 2017 (the “Series 2017 Bonds”), were issued, in part, for the purpose of refunding bonds previously issued by the City for the purpose of paying the costs acquiring hangar buildings and fuel storage tanks located at Hook Municipal Field, together with all necessary appurtenances; and

WHEREAS, this Council finds and determines that it will be in the City’s best economic interest to defease a portion of the Series 2017 Bonds now outstanding in the aggregate principal amount of $600,000 and maturing on December 1 in the years 2022 through 2027 (collectively, the “Outstanding Series 2017 Bonds”);

NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Middletown, Butler and Warren Counties, State of Ohio, that:

Section 1.

Defeasance of Outstanding Series 2017 Bonds. Acting pursuant to the Series 2017 Bond Ordinance which authorized the Series 2017 Bonds, this Council determines that it is necessary and in the best interest of the City to defease the Outstanding Series 2017 Bonds at the earliest date practicable following the effective date of this Ordinance (the “Series 2017 Defeasance Date”). The Director of Finance, or any person serving in an interim or acting capacity with respect to that office (the “Director of Finance”), is hereby authorized and directed to cause those Outstanding Series 2017 Bonds to be defeased on the Series 2017 Defeasance Date and arrange for the notice of defeasance to be given to the registered holders of the Outstanding Series 2017 Bonds in accordance with the applicable provisions of the Series 2017 Bond Ordinance. The City covenants that it will cause the Bond Registrar for the Outstanding Series 2017 Bonds to take all steps required by the terms of the Outstanding Series 2017 Bonds and the Series 2017 Bond Ordinance to defease those bonds.

Any actions heretofore taken to effect the provision of such notice and defeasance are hereby ratified and approved.

For informational purposes, a certified copy of this Ordinance shall be sent by the Director of Finance to the U.S. Bank National Association, as bond registrar for the Series 2017 Bonds (the “Bond Registrar”).

Section 2.

Provision for Payment of the Outstanding Series 2017 Bonds.

To provide for the payment of the principal of and interest on the Outstanding Series 2017 Bonds, U.S. National Bank is hereby designated to act as the Escrow Trustee. The Director of Finance shall sign and deliver, in the name and on behalf of the City, the Escrow Agreement

2

between the City and the Escrow Trustee, in substantially the form as is now on file with the Clerk. The Escrow Fund provided for in the Escrow Agreement is hereby created. The Escrow Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the Director of Finance, on behalf of the City, all of which shall be conclusively evidenced by the signing of the Escrow Agreement or amendments thereto. The Director of Finance shall provide for the payment of the services rendered and for reimbursement of expenses incurred pursuant to the Escrow Agreement from money lawfully available and appropriated or to be appropriated for that purpose.

In order to provide for the payment of (a) the interest on the Outstanding Series 2017 Bonds through maturity and (b) the principal of the Outstanding Series 2017 Bonds due through maturity, the City covenants and agrees with the Bond Registrar and with the owners of the Outstanding Series 2017 Bonds that the City will take, and will cause the Bond Registrar to take, all steps required by the terms of the Series 2017 Bond Ordinance to carry out such payments. The City will provide from lawfully available monies, monies sufficient to pay in full (a) the interest on the Outstanding Series 2017 Bonds through maturity and (b) the principal of the Outstanding Series 2017 Bonds through maturity. The City covenants and agrees with the Bond Registrar and with the owners of the Outstanding Series 2017 Bonds that the City will take, and will cause the Bond Registrar to take, all steps required by the terms of this Ordinance and the Series 2017 Bond Ordinance to carry out such payments so that the Outstanding Series 2017 Bonds are not deemed to be outstanding.

There shall be delivered to the Bond Registrar lawfully available monies to be used for the purposes described in this Section 2.

There shall be delivered to the Escrow Trustee for the Escrow Fund available funds of the City which shall be invested in United States Treasury Obligations (“Treasury Securities”), State and Local Government Series (“SLG Securities”) or other direct obligations of or obligations guaranteed as to both principal and interest, of the United States of America (direct obligations and guaranteed obligations together with the SLG Securities, collectively, the “Securities”) and which Securities shall be certified by an independent public accounting firm of national reputation in a written report (the “Verification Report”) to be of such maturities or redemption dates and interest payment dates, and to bear such interest, as will be sufficient together with any monies in the Escrow Fund to be held in cash as contemplated by the Verification Report without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, to cause the Outstanding Series 2017 Bonds to be deemed to be not outstanding as provided for in the Series 2017 Bond Ordinance, and the balance of those proceeds, less any amount thereof, contemplated by the Verification Report to be held in cash in the Escrow Fund, shall be used for the payment of costs related to the defeasance of the Outstanding Series 2017 Bonds, and of issuance costs. The Director of Finance is hereby authorized to retain and designate an independent public accounting firm of national reputation to prepare and deliver the Verification Report.

At the direction of the Director of Finance, the Escrow Trustee or a municipal advisor to the City is authorized to apply and subscribe for SLG Securities on behalf of the City. Further, if the Director of Finance determine that it would be in the best interest of and financially advantageous to the City to purchase Treasury Securities for deposit into the Escrow Fund, the Director of Finance or any other officer of the City, on behalf of the City and in their official

3

capacity, may purchase and deliver such obligations, engage the services of a municipal advisor, bidding agent or similar entity for the purpose of facilitating the bidding, purchase and delivery of such obligations for, and any related structuring of, the Escrow Fund, execute such instruments as are deemed necessary to engage such services for such purpose, and provide further for the payment of the cost of obtaining such services, from any funds lawfully available and that are appropriated or shall be appropriated for that purpose.

Any such Securities, and monies, if any, in addition thereto contemplated by the Verification Report to be held in cash, shall be held by the Escrow Trustee in trust and committed irrevocably to the payment of the principal of and interest on the Outstanding Series 2017 Bonds.

All monies described in this Section 2 shall be held by the Bond Registrar in trust and committed irrevocably to the payment of the principal of and interest on the Outstanding Series 2017 Bonds.

Section 3.

Further Authorizations and Implementation of Authorizations. The Mayor, the Director of Finance, the Director of Law, the Clerk of Council and other City officials, or any person serving in an interim or acting capacity with respect to those offices, as appropriate, each are authorized and directed to do all things necessary and appropriate to complete and perform the defeasance of the Outstanding Series 2017 Bonds, including, without limitation, the execution and delivery of such bond and other certificates, financial statements and other documents and instruments as are, in the opinion of bond counsel, necessary or appropriate to facilitate the payment of the Outstanding Series 2017 Bonds.

Section 4.

Compliance with Open Meeting Requirements. This Council finds and determines that all formal actions of this Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and any of its committees, and that all deliberations of this Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Section 121.22 of the Revised Code.

Section 5.

Effective Date. This Ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety or property of the City, and for the further reason that this Ordinance is required to be immediately effective in order to enable the City to immediately defease the Outstanding Series 2017 Bonds; wherefore, this Ordinance shall be in full force and effect immediately upon its passage.


4

1st reading: 2nd reading: Adopted: Effective:

Attest: Clerk of City Council

The foregoing is a true and correct copy of Ordinance O2021-___ as passed by the Council

of the City of Middletown, Ohio at its meeting on _____________, 2021.

Clerk of Council


_____________________________________________________________________________


PURPOSE

To seek approval for an Ordinance authorizing the defeasance (complete repayment in escrow) of the outstanding debt associated with the Series 2017 airport capital bonds first-issued for hangar building and fuel storage tank improvements at Hook Municipal Field. This specifically will pay out the $600,000 in principal remaining, along with associated interest, for the bonds maturing on 12/01/2022 through 12/01/2027. Also included is the Draft Escrow Agreement which must be on filed with the Clerk and Council at the time of the passage of the defeasance Ordinance. Further, in order to make these payments from the Airport Fund, the City’s General fund will have to appropriate $707,997 from undesignated reserves, to transfer to the Airport Fund in order to cover the defeasance. . BACKGROUND AND FINDINGS

On July 5, 2017 (dated as of August 2, 2017), the City of Middletown approved and issued “Refunding Bonds” in the aggregate principal amount of $10,745,000, a minor portion of which refunded certain bonds previously issued for the purposes of making building and fuel storage tank improvements at Hook Municipal Airport (The bonds were originally issued in 2008 with a final maturity of 2027). Fast forward to today, and after paying the scheduled 12/01/2021 debt service payments contemplated and approved within the FY2021 Airport Fund Budget, there will remain $600,000 in outstanding principal payment obligations (through the end of 2027) and approximately $96,200 (average interest rate on outstanding bonds is 4.46%) in outstanding interest payment obligations on this debt associated with the Airport. This translates to an average yearly remaining expense in the Airport Fund for debt service of $116,000 for each of the six (6) years, 2022 through 2027. Since we are now nearing the introduction and request for approval of a multi-year contractual agreement with a new, Fixed Base Operator (FBO) for the Airport, as well as a similarly-long-term contractual arrangement to have external management of all non-FBO management functions

An Ordinance Authorizing the

Defeasance of a Portion of the City’s

2017 Airport Capital Improvement

Bonds. Along with an Appropriation

of General Fund Reserves to the

Airport Fund to Cover such

Defeasance.

coordinated and guided by a professional Airport management entity, we have recognized the value of:

1.) Eliminating outstanding debt for the Airport Fund in advance of these changes so that we can begin a fresh start in which we can (and will) evaluate actual yearly operating expenses against yearly operating revenues without the added and artificial burden of covering $116,000 in debt service payments.

2.) Allowing the proposed new management entity to commence the contractual relationship with the knowledge that they will be better satisfying the FAA in assuring a clear delineation of use of Funds and resources moving forward in that they, as a pre-existing Airport sponsor, would begin with a balance sheet associated with the Middletown Airport devoid of outstanding debt.

3.) Simply taking advantage of our otherwise healthy General Fund Reserve balance to eliminate outstanding debt and a line-item yearly expense of $116,000+ that to-date has resulted in a need for General Fund transfers to cover such expense and to otherwise take away from our ability to fund public safety, parks, etc.

It should also be noted that this issue must be “defeased” or, paid out in full in advance with an escrow agent to be repaid to bond-holders on the original schedule; rather than “refunded” or simply repaid. This is because when the City refinanced these Bonds in 2017, the first allowable “call option” is not until December 1, 2027 – which represented a standard “no-call-provision” common to the municipal industry for the first ten years of any new bond issue. Unfortunately, the first ten years of the refinance issue, in this case, were the only ten years remaining on the debt. ALTERNATIVES The alternative would be to not defease these bonds at this time and, in turn keep the outstanding debt obligations within the Airport Fund and the corresponding yearly debt service expense requiring General fund subsidy. It would also make it more difficult to fully engage our desired airport manager in a manner most effective for both entities. FINANCIAL IMPACTS

The City will be required to fully fund bond defeasance costs related to principal and interest of $671,747 along with issuance costs of $36,250, for a total cost of $707,997. The General Fund will need to appropriate $600,000 of this total to the Airport Fund so that it can be the entity paying for the defeasance – the remaining $107,997 will come from Airport fund reserves. The $600,000 will come from unreserved General fund Balance, which currently (effective 10/31/21) stands at $17,607,442, or 47.5% of the City’s yearly General Fund expense budget. In turn, starting with the Fiscal-Year 2022 Budget, and extending through FY2027, we will be able to decrease the Airport Fund expense budget (and likely affect the needed transfers in from the general fund) by an average $116,000 per year. RECOMMENDATION

That the City Council formally approve the “Ordinance Authorizing the Defeasance of a Portion of the City’s outstanding various purpose refunding bonds, series 2017/ and declaring an emergency”; along with the “Resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021, and declaring an emergency”.


This is consistent with City policy to effectively manage and limit outstanding debt and provide operational efficiency.

DEPARTMENTAL CLEARANCES

This documentation has met any and all necessary reviews and clearances required by City staff along with legal and financial consultants working on behalf of the City..


This is a first reading emergency in order to meet the schedule requirements for closing the defeasance at the agreed upon and established terms and conditions.

ATTACHMENTS:

1.) The Ordinance Authorizing the Defeasance of a Portion of the City’s outstanding various

purpose refunding bonds, series 2017 and declaring an emergency.

2.) The Resolution to make adjustments to appropriations for current expenses and other expenditures of the City of Middletown, Counties of Butler and Warren, State of Ohio, for the period ending December 31, 2021, and declaring an emergency.

3.) Escrow agreement between the City of Middletown, Ohio and U.S. Bank National Association.

4.) Defeasance Analysis for Series 2017 Airport Bonds.

Nov 11, 2021 9:28 am Prepared by Bradley Payne Advisors (Finance 8.700 Middletown -- BP-ZL:MID_TOWN-DEF_17,DEF_17)

TABLE OF CONTENTS



Report Page

Sources and Uses of Funds ........................... 2

Summary of Refunding Results ......................... 3

Savings ................................... 4

Summary of Bonds Refunded .......................... 6

Prior Bond Debt Service ............................ 7

Summary of Unrefunded Bonds ......................... 9

Unrefunded Bond Debt Service ......................... 10

Escrow Requirements ............................. 12

Escrow Descriptions .............................. 13

Escrow Cost ................................. 14

Escrow Cash Flow .............................. 15

Escrow Sufficiency .............................. 16

Escrow Statistics ............................... 17

Cost of Issuance ................................ 18

IMPORTANT DISCLOSURES ......................... 19






Sources:

Other Sources of Funds:City Cash 708,044.42

708,044.42

Uses:

Refunding Escrow Deposits:Cash Deposit 0.42SLGS Purchases 672,294.00

672,294.42

Delivery Date Expenses:Cost of Issuance 35,750.00

708,044.42


SUMMARY OF REFUNDING RESULTS



Dated Date 12/09/2021Delivery Date 12/09/2021Arbitrage yieldEscrow yield 1.026154%Value of Negative Arbitrage -23,905.58

Bond Par Amount

Par amount of refunded bonds 600,000.00Average coupon of refunded bonds 4.467134%Average life of refunded bonds 3.569Remaining weighted average maturity of refunded bonds 3.569

PV of prior debt to 12/09/2021 696,200.00Net PV Savings -11,844.42Percentage savings of refunded bonds -1.974070%


SAVINGS



Prior Present ValueDebt Refunding to 12/09/2021

Date Service Adjustments Savings @ 0.0000000%

12/01/2022 118,800.00 708,044.42 -589,244.42 -589,244.4212/01/2023 116,900.00 116,900.00 116,900.0012/01/2024 114,500.00 114,500.00 114,500.0012/01/2025 114,750.00 114,750.00 114,750.0012/01/2026 115,750.00 115,750.00 115,750.0012/01/2027 115,500.00 115,500.00 115,500.00

696,200.00 708,044.42 -11,844.42 -11,844.42

Savings Summary




SAVINGS



Prior Present ValueDebt Refunding Annual PV to 12/09/2021 Annual PV

Date Service Adjustments Savings Savings Factor @ 0.0000000% Savings

12/09/2021 708,044.42 -708,044.42 1.000000000 -708,044.4206/01/2022 11,900.00 11,900.00 1.000000000 11,900.0012/01/2022 106,900.00 106,900.00 -589,244.42 1.000000000 106,900.00 -589,244.4206/01/2023 10,950.00 10,950.00 1.000000000 10,950.0012/01/2023 105,950.00 105,950.00 116,900.00 1.000000000 105,950.00 116,900.0006/01/2024 9,750.00 9,750.00 1.000000000 9,750.0012/01/2024 104,750.00 104,750.00 114,500.00 1.000000000 104,750.00 114,500.0006/01/2025 7,375.00 7,375.00 1.000000000 7,375.0012/01/2025 107,375.00 107,375.00 114,750.00 1.000000000 107,375.00 114,750.0006/01/2026 5,375.00 5,375.00 1.000000000 5,375.0012/01/2026 110,375.00 110,375.00 115,750.00 1.000000000 110,375.00 115,750.0006/01/2027 2,750.00 2,750.00 1.000000000 2,750.0012/01/2027 112,750.00 112,750.00 115,500.00 1.000000000 112,750.00 115,500.00

696,200.00 708,044.42 -11,844.42 -11,844.42 -11,844.42 -11,844.42

Savings Summary




SUMMARY OF BONDS REFUNDED



Maturity Interest Par Call CallBond Date Rate Amount Date Price

LTGO VP Refunding Bonds, Series 2017, 2017:Serial Bonds, SERIALS 12/01/2022 2.000% 95,000.00

12/01/2023 2.000% 70,000.0012/01/2023 4.000% 25,000.0012/01/2024 5.000% 95,000.0012/01/2025 4.000% 100,000.0012/01/2026 5.000% 105,000.0012/01/2027 5.000% 110,000.00

600,000.00







12/01/2022 95,000 2.000% 23,800 118,800 118,800 505,000 505,00012/01/2023 95,000 ** % 21,900 116,900 116,900 410,000 410,00012/01/2024 95,000 5.000% 19,500 114,500 114,500 315,000 315,00012/01/2025 100,000 4.000% 14,750 114,750 114,750 215,000 215,00012/01/2026 105,000 5.000% 10,750 115,750 115,750 110,000 110,00012/01/2027 110,000 5.000% 5,500 115,500 115,500

600,000 96,200 696,200 696,200







12/09/2021 600,000 600,00006/01/2022 11,900 11,900 11,900 600,000 600,00012/01/2022 95,000 2.000% 11,900 106,900 118,800 106,900 505,000 505,00006/01/2023 10,950 10,950 10,950 505,000 505,00012/01/2023 95,000 ** % 10,950 105,950 116,900 105,950 410,000 410,00006/01/2024 9,750 9,750 9,750 410,000 410,00012/01/2024 95,000 5.000% 9,750 104,750 114,500 104,750 315,000 315,00006/01/2025 7,375 7,375 7,375 315,000 315,00012/01/2025 100,000 4.000% 7,375 107,375 114,750 107,375 215,000 215,00006/01/2026 5,375 5,375 5,375 215,000 215,00012/01/2026 105,000 5.000% 5,375 110,375 115,750 110,375 110,000 110,00006/01/2027 2,750 2,750 2,750 110,000 110,00012/01/2027 110,000 5.000% 2,750 112,750 115,500 112,750

600,000 96,200 696,200 696,200 696,200


SUMMARY OF UNREFUNDED BONDS



Maturity Interest ParBond Date Rate Amount

LTGO VP Refunding Bonds, Series 2017, 2017:Serial Bonds, SERIALS 12/01/2022 2.000% 1,070,000.00

12/01/2023 2.000% 680,000.0012/01/2023 4.000% 255,000.0012/01/2024 5.000% 960,000.0012/01/2025 4.000% 995,000.0012/01/2026 5.000% 895,000.0012/01/2027 5.000% 935,000.0012/01/2028 4.000% 430,000.0012/01/2029 4.000% 450,000.00

6,670,000.00







12/01/2022 1,070,000 2.000% 259,700 1,329,700 1,329,700 5,600,000 5,600,00012/01/2023 935,000 ** % 238,300 1,173,300 1,173,300 4,665,000 4,665,00012/01/2024 960,000 5.000% 214,500 1,174,500 1,174,500 3,705,000 3,705,00012/01/2025 995,000 4.000% 166,500 1,161,500 1,161,500 2,710,000 2,710,00012/01/2026 895,000 5.000% 126,700 1,021,700 1,021,700 1,815,000 1,815,00012/01/2027 935,000 5.000% 81,950 1,016,950 1,016,950 880,000 880,00012/01/2028 430,000 4.000% 35,200 465,200 465,200 450,000 450,00012/01/2029 450,000 4.000% 18,000 468,000 468,000

6,670,000 1,140,850 7,810,850 7,810,850







12/09/2021 6,670,000 6,670,00006/01/2022 129,850 129,850 129,850 6,670,000 6,670,00012/01/2022 1,070,000 2.000% 129,850 1,199,850 1,329,700 1,199,850 5,600,000 5,600,00006/01/2023 119,150 119,150 119,150 5,600,000 5,600,00012/01/2023 935,000 ** % 119,150 1,054,150 1,173,300 1,054,150 4,665,000 4,665,00006/01/2024 107,250 107,250 107,250 4,665,000 4,665,00012/01/2024 960,000 5.000% 107,250 1,067,250 1,174,500 1,067,250 3,705,000 3,705,00006/01/2025 83,250 83,250 83,250 3,705,000 3,705,00012/01/2025 995,000 4.000% 83,250 1,078,250 1,161,500 1,078,250 2,710,000 2,710,00006/01/2026 63,350 63,350 63,350 2,710,000 2,710,00012/01/2026 895,000 5.000% 63,350 958,350 1,021,700 958,350 1,815,000 1,815,00006/01/2027 40,975 40,975 40,975 1,815,000 1,815,00012/01/2027 935,000 5.000% 40,975 975,975 1,016,950 975,975 880,000 880,00006/01/2028 17,600 17,600 17,600 880,000 880,00012/01/2028 430,000 4.000% 17,600 447,600 465,200 447,600 450,000 450,00006/01/2029 9,000 9,000 9,000 450,000 450,00012/01/2029 450,000 4.000% 9,000 459,000 468,000 459,000

6,670,000 1,140,850 7,810,850 7,810,850 7,810,850


ESCROW REQUIREMENTS




PeriodEnding Principal Interest Total

06/01/2022 11,900.00 11,900.0012/01/2022 95,000.00 11,900.00 106,900.0006/01/2023 10,950.00 10,950.0012/01/2023 95,000.00 10,950.00 105,950.0006/01/2024 9,750.00 9,750.0012/01/2024 95,000.00 9,750.00 104,750.0006/01/2025 7,375.00 7,375.0012/01/2025 100,000.00 7,375.00 107,375.0006/01/2026 5,375.00 5,375.0012/01/2026 105,000.00 5,375.00 110,375.0006/01/2027 2,750.00 2,750.0012/01/2027 110,000.00 2,750.00 112,750.00

600,000.00 96,200.00 696,200.00


ESCROW DESCRIPTIONS



Type of Type of Maturity First Int Par Max TotalSecurity SLGS Date Pmt Date Amount Rate Rate Cost

Dec 9, 2021:SLGS Certificate 06/01/2022 06/01/2022 9,339 0.040% 0.040% 9,339.00SLGS Certificate 12/01/2022 12/01/2022 104,100 0.120% 0.120% 104,100.00SLGS Note 06/01/2023 06/01/2022 8,273 0.290% 0.290% 8,273.00SLGS Note 12/01/2023 06/01/2022 103,284 0.480% 0.480% 103,284.00SLGS Note 06/01/2024 06/01/2022 7,333 0.630% 0.630% 7,333.00SLGS Note 12/01/2024 06/01/2022 102,355 0.770% 0.770% 102,355.00SLGS Note 06/01/2025 06/01/2022 5,375 0.890% 0.890% 5,375.00SLGS Note 12/01/2025 06/01/2022 105,398 1.000% 1.000% 105,398.00SLGS Note 06/01/2026 06/01/2022 3,926 1.100% 1.100% 3,926.00SLGS Note 12/01/2026 06/01/2022 108,947 1.200% 1.200% 108,947.00SLGS Note 06/01/2027 06/01/2022 1,976 1.280% 1.280% 1,976.00SLGS Note 12/01/2027 06/01/2022 111,988 1.360% 1.360% 111,988.00

672,294 672,294.00

SLGS Summary

SLGS Rates File 01NOV21Total Certificates of Indebtedness 113,439.00Total Notes 558,855.00

Total original SLGS 672,294.00


ESCROW COST



Type of Maturity Par TotalSecurity Date Amount Rate Cost

SLGS 06/01/2022 9,339 0.040% 9,339.00SLGS 12/01/2022 104,100 0.120% 104,100.00SLGS 06/01/2023 8,273 0.290% 8,273.00SLGS 12/01/2023 103,284 0.480% 103,284.00SLGS 06/01/2024 7,333 0.630% 7,333.00SLGS 12/01/2024 102,355 0.770% 102,355.00SLGS 06/01/2025 5,375 0.890% 5,375.00SLGS 12/01/2025 105,398 1.000% 105,398.00SLGS 06/01/2026 3,926 1.100% 3,926.00SLGS 12/01/2026 108,947 1.200% 108,947.00SLGS 06/01/2027 1,976 1.280% 1,976.00SLGS 12/01/2027 111,988 1.360% 111,988.00

672,294 672,294.00

Purchase Cost of Cash TotalDate Securities Deposit Escrow Cost Yield

12/09/2021 672,294 0.42 672,294.42 1.026154%

672,294 0.42 672,294.42


ESCROW CASH FLOW



Present ValueNet Escrow PV to 12/09/2021

Date Principal Interest Receipts Factor @ 1.0261541%

06/01/2022 9,339.00 2,561.50 11,900.50 0.995121736 11,842.4512/01/2022 104,100.00 2,799.58 106,899.58 0.990042057 105,835.0806/01/2023 8,273.00 2,677.40 10,950.40 0.984988308 10,786.0212/01/2023 103,284.00 2,665.40 105,949.40 0.979960357 103,826.2106/01/2024 7,333.00 2,417.52 9,750.52 0.974958070 9,506.3512/01/2024 102,355.00 2,394.42 104,749.42 0.969981319 101,604.9806/01/2025 5,375.00 2,000.35 7,375.35 0.965029972 7,117.4312/01/2025 105,398.00 1,976.43 107,374.43 0.960103899 103,090.6106/01/2026 3,926.00 1,449.44 5,375.44 0.955202972 5,134.6412/01/2026 108,947.00 1,427.85 110,374.85 0.950327062 104,892.2106/01/2027 1,976.00 774.17 2,750.17 0.945476041 2,600.2212/01/2027 111,988.00 761.52 112,749.52 0.940649783 106,057.81

672,294.00 23,905.58 696,199.58 672,294.00

Escrow Cost Summary

Purchase date 12/09/2021Purchase cost of securities 672,294.00

Target for yield calculation 672,294.00


ESCROW SUFFICIENCY



Escrow Net Escrow Excess ExcessDate Requirement Receipts Receipts Balance

12/09/2021 0.42 0.42 0.4206/01/2022 11,900.00 11,900.50 0.50 0.9212/01/2022 106,900.00 106,899.58 -0.42 0.5006/01/2023 10,950.00 10,950.40 0.40 0.9012/01/2023 105,950.00 105,949.40 -0.60 0.3006/01/2024 9,750.00 9,750.52 0.52 0.8212/01/2024 104,750.00 104,749.42 -0.58 0.2406/01/2025 7,375.00 7,375.35 0.35 0.5912/01/2025 107,375.00 107,374.43 -0.57 0.0206/01/2026 5,375.00 5,375.44 0.44 0.4612/01/2026 110,375.00 110,374.85 -0.15 0.3106/01/2027 2,750.00 2,750.17 0.17 0.4812/01/2027 112,750.00 112,749.52 -0.48

696,200.00 696,200.00 0.00


ESCROW STATISTICS



Modified Yield to Yield to Perfect Value ofTotal Duration PV of 1 bp Receipt Disbursement Escrow Negative Cost of

Escrow Cost (years) change Date Date Cost Arbitrage Dead Time

Global Proceeds Escrow:672,294.42 3.381 227.25 1.026154% 1.026153% 696,200.00 -23,905.58

672,294.42 227.25 696,200.00 -23,905.58 0.00

Delivery date 12/09/2021


COST OF ISSUANCE




Bond Counsel (Squire Patton Boggs) 15,000.00Municipal Advisor (Bradley Payne) 10,000.00Escrow Agent (U.S. Bank) 3,500.00Verification Agent (Causey) 2,250.00Escrow Bidding Agent (Causey) 4,000.00CUSIPs 1,000.00

0.00 35,750.00


IMPORTANT DISCLOSURES



Bradley Payne Advisors, LLC ('Bradley Payne') has registered as a municipal advisor with the Municipal Securities Rule Making Board ('MSRB') and the Securities and Exchange Commission ('SEC'). As a registered municipal advisor, Bradley Payne may provide advice to a municipal entity or obligated person. An obligated person is an entity other than a municipal entity, such as a not for profit corporation, that has commenced an application or negotiation with an entity to issue municipal securities on its behalf and for which it will provide support. If and when an issuer engages Bradley Payne to provide financial advisory or consultant services with respect to the issuance of municipal securities, Bradley Payne is obligated to evidence such a financial advisory relationship with a written agreement. When acting as a registered municipal advisor, Bradley Payne is a fiduciary required by federal law to act in the best interest of a municipal entity without regard to its own financial or other interests.

The information in this presentation is provided for education and informational purposes only by Bradley Payne without any express or implied warranty of any kind, including warranties of accuracy, completeness, or fitness for any particular purpose. The Information contained in or provided from or through this presentation is not intended to be and does not constitute financial advice, investment advice, trading advice, or any other advice. You understand that you are using any and all information available within this presentation at your own risk.

The views expressed constitute the perspective of Bradley Payne's municipal advisory business at the time of distribution and are subject to change. The content is based on sources generally believed to be reliable and available to the public, however, Bradley Payne's municipal advisory business cannot guarantee the accuracy, completeness, or suitability. This material is not intended to provide specific advice or a specific recommendation. Past performance is not necessarily a guide to future performance and estimates of future performance are based on assumptions that may not be realized.

Disclosure of Conflicts of Interest and Legal or Disciplinary Events

Pursuant to Municipal Securities Rulemaking Board ('MSRB') Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, amongst other things, conflicts of interest and any legal or disciplinary events of Bradley Payne Advisors, LLC ('Bradley Payne') and its associated persons.

Bradley Payne represents that the firm may receive compensation from an Issuer or Obligated Person for services rendered relating to the issuance of municipal securities, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, Bradley Payne hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding the firm's ability to provide unbiased advice with respect to such transactions. This conflict of interest will not impair Bradley Payne's ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer. If Bradley Payne becomes aware of any additional potential or actual conflict of interest after this disclosure, Bradley Payne will disclose the detailed information in writing to the Issuer in a timely manner.

Bradley Payne does not have any legal events or disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations, and civil litigation. The Issuer may electronically access Bradley Payne's most recent Form MA and each most recent Form MA-I filed with the Securities and Exchange Commission ('SEC') at the following website: www.sec.gov/edgar/searchedgar/companysearch.html

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-1 that Bradley Payne filed with the SEC. If any material legal or regulatory action is brought against Bradley Payne, we will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate Bradley Payne, its management, and personnel.

LEGISLATION ITEM 17


AN ORDINANCE DECLARING NECESSITY OF BOND ISSUE IN THE AMOUNT OF $16,800,000 AND SUBMITTING THE QUESTION OF SUCH BOND ISSUE TO THE ELECTORS; AND DECLARING AN EMERGENCY.

(Ohio Revised Code Section 133.18)

WHEREAS, the Council has determined that it is necessary to finance the construction

and acquisition of certain improvements to the City’s fire facilities; and

WHEREAS, the City finds it necessary to declare an emergency, for the reason that this Ordinance must be certified by the County Auditor of Butler County, Ohio in order to be included on the ballot at the election to be held on May 3, 2022, which is in the best interest and welfare of the City’s residents.

NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler and Warren Counties, Ohio, that:

Section 1

It is necessary for the purpose of constructing fire facilities; furnishing and equipping the same; improving the sites thereof; and acquiring interests in land as necessary in connection therewith, to issue and sell bonds of the City in the amount of $16,800,000 (the “Bonds”). It is further necessary that there shall be annually levied on all the taxable property in the entire territory of the City a direct tax outside of the ten-mill limitation to pay the debt charges on the Bonds and any securities that the Council may determine to issue in anticipation thereof. The Bonds shall be dated approximately June 1, 2022; shall bear interest at the estimated rate of 3.35% per annum; and shall be paid over a period not to exceed 30 years, as calculated under Ohio Revised Code Chapter 133.20.

Section 2 The question of issuing the Bonds shall be submitted to all the electors of the entire

territory of the City at the election to be held at the usual voting places within the City on May 3, 2022. All of the territory of the City is located in Butler and Warren Counties, Ohio.

Section 3 It is hereby found and determined that all formal actions of this Council concerning and

relating to the passage of this Ordinance were taken in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action were in meetings open to the public in compliance with all legal requirements, including Ohio Revised Code Section 121.22.

Section 4

The Clerk of this Council is authorized and directed to certify a copy of this Ordinance

to the County Auditor of Butler County, Ohio.

Section 5 This Ordinance shall take effect immediately upon passage by the Council as an

emergency, for the reason that prompt certification of it to the County Auditor of Butler County, Ohio is in the best interest and welfare of the City’s residents. ___________________________ Nicole Condrey, Mayor Adopted: ________________ Attest: _____________________ Clerk of the City Council

CERTIFICATE The undersigned Clerk of Council of the City of Middletown, Butler and Warren Counties, Ohio, hereby certifies that the foregoing is a true copy of an ordinance duly passed by the City Council of said City on November 16, 2021 and that a true copy thereof was certified to the County Auditor of Butler County, Ohio. ______________________________ Clerk of Council City of Middletown Butler and Warren Counties, Ohio H:/Law/leg/2021 Leg/O Necessity – Fire Levy


November 9, 2021 TO: City Council FROM: James M. (Jim) Palenick, City Manager PREPARED BY: James M. (Jim) Palenick, City Manager PURPOSE: We are requesting that the City Council authorize and adopt two, separate Ordinances. The first, an Ordinance “Declaring the necessity of a bond issue in the amount of $16,800,000 for the design and construction, furnishing and equipping of fire facilities (four, fire stations), as well as improving the sites thereof and acquiring interests in land as necessary”; and placing the question of said Bond issue on the May 3, 2022 election ballot. The second Ordinance would serve as, what is generally referred to in bond financing terms as a “Reimbursement Resolution”. Which means it allows the City to spend its own funds, following passage of the reimbursement resolution but in advance of the bond financing closing, on certain original eligible costs associated with the design, construction, equipping, or furnishing of the stations, or on site-improvements or acquisition costs, and then having the option to have such eligible costs “reimbursed” from the bond proceeds once received. BACKGROUND AND FINDINGS Consistent with a long-term comprehensive planning process conducted by and on behalf of the Middletown Fire Department, and in furtherance of the program outlined at the 2021 Strategic Planning Session of City Council, the City has been moving forward with all of the necessary steps required to finance, plan for, design and ultimately construct four (4) new City fire Stations to replace the inadequate and obsolete existing facilities. To that end, the City Council previously determined and designated the most optimal city-owned and controlled locations for siting the new stations, and, as authorized on July 20th, 2021, further declared the intent to place on the May 3, 2022 election ballot a question before

(2) Ordinances: (1.) Declaring Necessity of $16,800,000 Bond Issue to Finance Fire Stations on May 3, 2022 Ballot; and. (2.) Ordinance Authorizing “Reimbursement Resolution” allowing for Certain Original Expenditures Incurred for Fire Station Costs in Advance of Bond Sale to be Reimbursed from Proceeds.

voters seeking a 1-mil tax on the real property located within the City’s corporate boundaries, for a term of 25-years. More recently however, in refining the precise details of how the bonds must be structured, we learned that were we to position and structure the Bond financing as a “1-mill levy” we would be limited in the total proceeds we could receive upon closing to approximately one-half of that which is required. Conversely, if the financing is positioned and structured as a $16,800,000 debt financing with a conservative-enough estimate of the total (maximum) years to be imposed multiplied by an equally-conservative estimate of the interest rate that will be achieved in May/June 2022 when we ostensibly could look to “close” (assuming a successful ballot election); then we can effectively “back-in” to knowing that the 1-mill property tax levy should not be exceeded during the life of the levy, and, in fact could reasonably decrease over time. With this in mind, and given that we have unfortunately seen a rise in interest rates beyond that which we initially expected (projecting a 3.35% per annum rate) we now need to pass the Ordinance and seek the ballot question with a “maximum thirty (30) years listed for the duration of the levy”. Clearly, our hope is that the debt will be repaid in full in less than the maximum duration, and since we are freeing up potential General Fund Savings (LED street light retro-fit-caused decrease in electricity expense) to contribute to decreasing the repayment terms, we feel comfortable in stating that the likelihood is quite good that the levy will remain at 1-mill or less for a period of years less than the 30-years we are now required to list as a maximum for the ballot question and the Bond structuring. The Bonds will be sold with a call provision that will allow them to be retired in whole or in part without penalty after the first 10 years, approximately.

. FINANCIAL IMPACTS The yearly debt service payments necessary to repay the $16,800,000 financing will be covered by the imposition of a 1-mil property tax levy (or possibly lesser in out-years if sufficient increase in valuation over time occurs) imposed to replace the expiring 1-mil levy that funded repayment of the Central Connections (Senior) mortgage over the preceding ten (10) years.. This levy, if approved, would be first-imposed for the 2022 tax year, with collections first occurring in 2023. Based on the current valuation, the revenues from the levy would calculate to an estimated $848,116 in the first year. However, when accounting for a 5% delinquency rate, we would expect to generate $805,710 in the first year, with future estimated revenues growing by a conservative 1% in non-re-evaluation years, and 5% in re-evaluation years. This estimated revenue stream would then fully pay the required debt service (principal and interest, with interest estimated at 3.35%) over the maximum 30 years on the $16,800,000 of Bond principal issued. The average annual levy proceeds and corresponding debt service over the life of the issue is estimated at $850,780. Current estimates also show that a bond retirement fund of approximately $676,000 would be included with the bond issuance as well as the expected $333,000 in issuance costs – all fully covered by the 1-mil levy. To the extent that more

revenues (surplus) would be produced during the maximum 30-year term than would be required to fully repay the debt service, all such surplus would be used exclusively to repay the debt early. In addition, we have stated that the $815,000 retro-fit of remaining non-upgraded street lights to LED fixtures (ARPA funded) should save the City approximately $140,000 per year in General Fund expense and future City Council’s can budget much of such savings to the early repayment of said bonds as well. However, because that is subject to future budget allocations ( by future City councils) we cannot decrease the 30-year maximum bond term as a result. ALTERNATIVES Any feasible alternative to this request (the extension of a 1-mil real property tax levy that the public has gotten used to for the last 10 years) would require us to come up with another means to raise the nearly-$17 Million cost of fire station design and construction. This could be accomplished (other than though property taxes) by going to the voters with a ballot request for an income tax increase – which would require not less than a 1/8th of 1% increase for a term of at least 15 years. It is very clear that the American rescue Plan Act Funds (ARPA) can not be used to build fire stations directly, but instead could first, to the extent of so-called “lost revenues” (due to the COVID-19 pandemic as allowed under Federal law and calculated as counter-factual revenues) be used to make-up-for or replace City Funds lost. Our ARRPA budget only contemplates the LED retro-fit to create additional monies freed up from electricity expense savings Generating the needed revenues by cutting other expenses within the General Fund budget in an amount averaging $850,000 per-year, while technically possible, would devastate the very program outreach (public safety) that we would be trying to enhance; since the only way to make such significant cuts would be to personnel costs within public safety. And, this is clearly not recommended. To build a single new station each 5-6 years would not solve or respond to the acute problem of how deficient these stations are, and would add approximately double to the final cumulative tally of costs to replace. (inefficiencies of single builds and inflation). Finally, doing nothing does not alter the pressing and ever-escalating need to replace the wholly obsolete and inadequate fire stations currently in operation. Recruiting is already very difficult, but as we attempt to convince possible new young employees to work and live in these deteriorating and unhealthy facilities, we find the prospect ever more daunting. RECOMMENDATION

It is the recommendation of the City Manager, Fire Chief, Fire Command Staff, Finance Department, and financial advisor to the City, to authorize and approve the following two Ordinances:

1.) An Ordinance declaring necessity of bond issue in the amount of $16,800,000 and submitting the question of such bond issue to the electors; and declaring an emergency.

2.) An Ordinance authorizing the use of a portion of the proceeds of obligations of the City of Middletown, Ohio in the estimated principal amount of $16,800,000 to be issued for the purpose of constructing fire facilities; furnishing and equipping the same; improving the sites thereof; and acquiring interests in land as necessary in connection therewith; and declaring an emergency.

EMERGENCY/NON-EMERGENCY These two Ordinances are each forwarded as single-reading “emergencies” for legislative action– to take immediate effect upon approval. This is necessary in order to meet the order of adoption and timing of approval of the documents required by City Bond Counsel and Ohio State regulations. ATTACHMENT(S):



3.) Certificate of estimated life and maximum maturity. 4.) Millage estimates for $16,800,000 Fire house Construction bonds – 30 year term.

Certificate of Estimated Average Annual Property Tax Levy for Bonds of Subdivisions of the State

The County Auditor of Butler County, Ohio, does hereby certify the following:

1. On __________________, 2021, the taxing authority of the City of Middletown, Butler and Warren Counties, Ohio certified a copy of its ordinance adopted November 16, 2021, declaring the necessity of issuing bonds in the aggregate principal amount of $16,800,000, and levying a tax outside the 10-mill limitation for the purposes set forth in the ordinance to be placed on the ballot at the May 3, 2022, election.

2. The estimated average annual property tax levy required throughout the stated maximum maturity of the bonds to pay the interest on the bonds and retire the principal over 30 years is calculated to be ________________________ (____.____) mills for each one dollar of tax valuation, which is ________________________cents ($____.____) for each $100 of tax valuation.

3. The total tax valuation of the subdivision used in calculating the average annual property tax levy is $_______________________.

______________________________________________ _____________________________________ Auditor’s signature Date

Instructions

1. “Total tax valuation” should include the taxable value of all real property and certain public utility personal property in the subdivision. Because of the rapid phase-out of the tangible personal property tax, including certain public utility personal property, and the long term of a bond issue, the taxable value of such property should not be included in “total tax valuation.” See Bulletin 8 for a more detailed explanation of the exclusions from tax valuation and how to obtain them. If the subdivision is located in more than one county, the home county auditor (where the greatest taxable value of the subdivision is located) shall obtain the assistance of the other county auditors to establish the total tax valuation of the subdivision.

2. For purposes of this certification, “subdivision” includes any agency, board, commission, or other authority authorized to request a taxing authority to submit a tax levy on its behalf.

3. In calculating the estimated average annual property tax levy, the auditor shall assume that the bonds are issued in one series bearing interest and maturing in equal principal amounts in each year over the maximum maturity of the bonds, and that the subdivision’s tax valuation for the current year remains the same throughout that period. If the tax valuation for the current year (the year in which you are making this certification) is not yet determined, the auditor shall estimate that valuation. In other words, the total tax valuation used for this purpose may differ from the tax valuations on the tax lists that were most recently certified for collection.

4. For purposes of this certification, we suggest that you round the millage to the nearest tenth (0.1) of a mill. This ensures that whole cents will be presented here and on the ballot.

5. Please file this certificate with the subdivision as soon as possible so that the taxing authority can pass an ordinance to proceed not later than 98 days before the election for school districts, or 90 days before the election for all other subdivisions.

LEGISLATION ITEM 18


AN ORDINANCE AUTHORIZING THE USE OF A PORTION OF THE PROCEEDS OF OBLIGATIONS OF THE CITY OF MIDDLETOWN, OHIO IN THE ESTIMATED PRINCIPAL AMOUNT OF $16,800,000, TO BE ISSUED FOR THE PURPOSE OF CONSTRUCTING FIRE FACILITIES; FURNISHING AND EQUIPPING THE SAME; IMPROVING THE SITES THEREOF; AND ACQUIRING INTERESTS IN LAND AS NECESSARY IN CONNECTION THEREWITH; AND DECLARING AN EMERGENCY. WHEREAS, the City reasonably anticipates that it will incur certain Original Expenditures (as defined in Treasury Regulations Section 1.150-2(c)) for the above-referenced purpose (the “Project”); WHEREAS, the City may advance costs for Original Expenditures for the Project from its existing funds; WHEREAS, the City intends to reimburse itself, within 18 months from the later of the date of the Original Expenditures or the date the Project is placed in service (but in no event more than three years after the Original Expenditures are paid), for Original Expenditures of not to exceed $16,800,000 for the Project from the proceeds of one or more series of tax-exempt obligations (the “Obligations”) to be issued by the City;

WHEREAS, the City finds it necessary to declare an emergency, for the reason that the commencement of the Project is essential to ensuring the health, safety and welfare of the City’s residents.

NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler and Warren Counties, Ohio, that:

Section 1 The City intends that this resolution shall constitute an “official intent” for

purposes of Section 1.150-2(e) of the Treasury Regulations prescribed under the Internal Revenue Code of 1986, as amended, and declares its intention to use a portion of the proceeds of the Obligations to reimburse the City for expenses of the Project advanced from its existing funds.

Section 2 The City intends to make a reimbursement allocation on its books for the Original

Expenditures not later than eighteen months following the later to occur of the date of the Original Expenditure to be reimbursed or the date the Project for which such Original Expenditures were made is “placed in service” within the meaning of Treasury Regulations Section 1.150-2(c).

Section 3 It is hereby found and determined that all formal actions of this Council

concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action were in meetings open to the public in compliance with all legal requirements, including Ohio Revised Code Section 121.22.

Section 4 This Ordinance shall take effect immediately upon passage by the Council as

an emergency, for the reason that commencing the Project and being able to reimburse existing funds to commence the Project are essential to ensuring the health, safety and welfare of the City’s residents. _____________________________ Nicole Condrey, Mayor Adopted: ________________ Attest: _____________________ Clerk of the City Council

CERTIFICATE

The undersigned Clerk of Council of the City of Middletown, Butler and Warren Counties, Ohio, hereby certifies that the foregoing is a true copy of an ordinance duly passed by the City Council of said City on November 16, 2021. ______________________________ Clerk of Council City of Middletown Butler and Warren Counties, Ohio H:/Law/leg/2021 Leg/O Expense Reimbursement – Fire Levy


November 9, 2021 TO: City Council FROM: James M. (Jim) Palenick, City Manager PREPARED BY: James M. (Jim) Palenick, City Manager PURPOSE: We are requesting that the City Council authorize and adopt two, separate Ordinances. The first, an Ordinance “Declaring the necessity of a bond issue in the amount of $16,800,000 for the design and construction, furnishing and equipping of fire facilities (four, fire stations), as well as improving the sites thereof and acquiring interests in land as necessary”; and placing the question of said Bond issue on the May 3, 2022 election ballot. The second Ordinance would serve as, what is generally referred to in bond financing terms as a “Reimbursement Resolution”. Which means it allows the City to spend its own funds, following passage of the reimbursement resolution but in advance of the bond financing closing, on certain original eligible costs associated with the design, construction, equipping, or furnishing of the stations, or on site-improvements or acquisition costs, and then having the option to have such eligible costs “reimbursed” from the bond proceeds once received. BACKGROUND AND FINDINGS Consistent with a long-term comprehensive planning process conducted by and on behalf of the Middletown Fire Department, and in furtherance of the program outlined at the 2021 Strategic Planning Session of City Council, the City has been moving forward with all of the necessary steps required to finance, plan for, design and ultimately construct four (4) new City fire Stations to replace the inadequate and obsolete existing facilities. To that end, the City Council previously determined and designated the most optimal city-owned and controlled locations for siting the new stations, and, as authorized on July 20th, 2021, further declared the intent to place on the May 3, 2022 election ballot a question before

(2) Ordinances: (1.) Declaring Necessity of $16,800,000 Bond Issue to Finance Fire Stations on May 3, 2022 Ballot; and. (2.) Ordinance Authorizing “Reimbursement Resolution” allowing for Certain Original Expenditures Incurred for Fire Station Costs in Advance of Bond Sale to be Reimbursed from Proceeds.

voters seeking a 1-mil tax on the real property located within the City’s corporate boundaries, for a term of 25-years. More recently however, in refining the precise details of how the bonds must be structured, we learned that were we to position and structure the Bond financing as a “1-mill levy” we would be limited in the total proceeds we could receive upon closing to approximately one-half of that which is required. Conversely, if the financing is positioned and structured as a $16,800,000 debt financing with a conservative-enough estimate of the total (maximum) years to be imposed multiplied by an equally-conservative estimate of the interest rate that will be achieved in May/June 2022 when we ostensibly could look to “close” (assuming a successful ballot election); then we can effectively “back-in” to knowing that the 1-mill property tax levy should not be exceeded during the life of the levy, and, in fact could reasonably decrease over time. With this in mind, and given that we have unfortunately seen a rise in interest rates beyond that which we initially expected (projecting a 3.35% per annum rate) we now need to pass the Ordinance and seek the ballot question with a “maximum thirty (30) years listed for the duration of the levy”. Clearly, our hope is that the debt will be repaid in full in less than the maximum duration, and since we are freeing up potential General Fund Savings (LED street light retro-fit-caused decrease in electricity expense) to contribute to decreasing the repayment terms, we feel comfortable in stating that the likelihood is quite good that the levy will remain at 1-mill or less for a period of years less than the 30-years we are now required to list as a maximum for the ballot question and the Bond structuring. The Bonds will be sold with a call provision that will allow them to be retired in whole or in part without penalty after the first 10 years, approximately.

. FINANCIAL IMPACTS The yearly debt service payments necessary to repay the $16,800,000 financing will be covered by the imposition of a 1-mil property tax levy (or possibly lesser in out-years if sufficient increase in valuation over time occurs) imposed to replace the expiring 1-mil levy that funded repayment of the Central Connections (Senior) mortgage over the preceding ten (10) years.. This levy, if approved, would be first-imposed for the 2022 tax year, with collections first occurring in 2023. Based on the current valuation, the revenues from the levy would calculate to an estimated $848,116 in the first year. However, when accounting for a 5% delinquency rate, we would expect to generate $805,710 in the first year, with future estimated revenues growing by a conservative 1% in non-re-evaluation years, and 5% in re-evaluation years. This estimated revenue stream would then fully pay the required debt service (principal and interest, with interest estimated at 3.35%) over the maximum 30 years on the $16,800,000 of Bond principal issued. The average annual levy proceeds and corresponding debt service over the life of the issue is estimated at $850,780. Current estimates also show that a bond retirement fund of approximately $676,000 would be included with the bond issuance as well as the expected $333,000 in issuance costs – all fully covered by the 1-mil levy. To the extent that more

revenues (surplus) would be produced during the maximum 30-year term than would be required to fully repay the debt service, all such surplus would be used exclusively to repay the debt early. In addition, we have stated that the $815,000 retro-fit of remaining non-upgraded street lights to LED fixtures (ARPA funded) should save the City approximately $140,000 per year in General Fund expense and future City Council’s can budget much of such savings to the early repayment of said bonds as well. However, because that is subject to future budget allocations ( by future City councils) we cannot decrease the 30-year maximum bond term as a result. ALTERNATIVES Any feasible alternative to this request (the extension of a 1-mil real property tax levy that the public has gotten used to for the last 10 years) would require us to come up with another means to raise the nearly-$17 Million cost of fire station design and construction. This could be accomplished (other than though property taxes) by going to the voters with a ballot request for an income tax increase – which would require not less than a 1/8th of 1% increase for a term of at least 15 years. It is very clear that the American rescue Plan Act Funds (ARPA) can not be used to build fire stations directly, but instead could first, to the extent of so-called “lost revenues” (due to the COVID-19 pandemic as allowed under Federal law and calculated as counter-factual revenues) be used to make-up-for or replace City Funds lost. Our ARRPA budget only contemplates the LED retro-fit to create additional monies freed up from electricity expense savings Generating the needed revenues by cutting other expenses within the General Fund budget in an amount averaging $850,000 per-year, while technically possible, would devastate the very program outreach (public safety) that we would be trying to enhance; since the only way to make such significant cuts would be to personnel costs within public safety. And, this is clearly not recommended. To build a single new station each 5-6 years would not solve or respond to the acute problem of how deficient these stations are, and would add approximately double to the final cumulative tally of costs to replace. (inefficiencies of single builds and inflation). Finally, doing nothing does not alter the pressing and ever-escalating need to replace the wholly obsolete and inadequate fire stations currently in operation. Recruiting is already very difficult, but as we attempt to convince possible new young employees to work and live in these deteriorating and unhealthy facilities, we find the prospect ever more daunting. RECOMMENDATION

It is the recommendation of the City Manager, Fire Chief, Fire Command Staff, Finance Department, and financial advisor to the City, to authorize and approve the following two Ordinances:



EMERGENCY/NON-EMERGENCY These two Ordinances are each forwarded as single-reading “emergencies” for legislative action– to take immediate effect upon approval. This is necessary in order to meet the order of adoption and timing of approval of the documents required by City Bond Counsel and Ohio State regulations. ATTACHMENT(S):



3.) Certificate of estimated life and maximum maturity. 4.) Millage estimates for $16,800,000 Fire house Construction bonds – 30 year term.

Certificate of Estimated Average Annual Property Tax Levy for Bonds of Subdivisions of the State

The County Auditor of Butler County, Ohio, does hereby certify the following:

1. On __________________, 2021, the taxing authority of the City of Middletown, Butler and Warren Counties, Ohio certified a copy of its ordinance adopted November 16, 2021, declaring the necessity of issuing bonds in the aggregate principal amount of $16,800,000, and levying a tax outside the 10-mill limitation for the purposes set forth in the ordinance to be placed on the ballot at the May 3, 2022, election.

2. The estimated average annual property tax levy required throughout the stated maximum maturity of the bonds to pay the interest on the bonds and retire the principal over 30 years is calculated to be ________________________ (____.____) mills for each one dollar of tax valuation, which is ________________________cents ($____.____) for each $100 of tax valuation.

3. The total tax valuation of the subdivision used in calculating the average annual property tax levy is $_______________________.

______________________________________________ _____________________________________ Auditor’s signature Date

Instructions

1. “Total tax valuation” should include the taxable value of all real property and certain public utility personal property in the subdivision. Because of the rapid phase-out of the tangible personal property tax, including certain public utility personal property, and the long term of a bond issue, the taxable value of such property should not be included in “total tax valuation.” See Bulletin 8 for a more detailed explanation of the exclusions from tax valuation and how to obtain them. If the subdivision is located in more than one county, the home county auditor (where the greatest taxable value of the subdivision is located) shall obtain the assistance of the other county auditors to establish the total tax valuation of the subdivision.

2. For purposes of this certification, “subdivision” includes any agency, board, commission, or other authority authorized to request a taxing authority to submit a tax levy on its behalf.

3. In calculating the estimated average annual property tax levy, the auditor shall assume that the bonds are issued in one series bearing interest and maturing in equal principal amounts in each year over the maximum maturity of the bonds, and that the subdivision’s tax valuation for the current year remains the same throughout that period. If the tax valuation for the current year (the year in which you are making this certification) is not yet determined, the auditor shall estimate that valuation. In other words, the total tax valuation used for this purpose may differ from the tax valuations on the tax lists that were most recently certified for collection.

4. For purposes of this certification, we suggest that you round the millage to the nearest tenth (0.1) of a mill. This ensures that whole cents will be presented here and on the ballot.

5. Please file this certificate with the subdivision as soon as possible so that the taxing authority can pass an ordinance to proceed not later than 98 days before the election for school districts, or 90 days before the election for all other subdivisions.

LEGISLATION ITEM 19

RESOLUTION NO. R2021-44 A RESOLUTION TO MAKE ADJUSTMENTS TO APPROPRIATIONS FOR CURRENT EXPENSES AND OTHER EXPENDITURES OF THE CITY OF MIDDLETOWN, COUNTIES OF BUTLER AND WARREN, STATE OF OHIO, FOR THE PERIOD ENDING DECEMBER 31, 2021 AND DECLARING AN EMERGENCY. (APPROPRIATION TRANSFER – GENERAL FUND) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1 The following previously appropriated sums in the General Fund are hereby transferred and appropriated as described below: FROM: GENERAL FUND (Fund 100): $35,000.00 Uniform Patrol, Salaries and Wages, Accounts of 224 (100.224.51110) TO: GENERAL FUND (Fund 100): $35,000.00 Police & Fire Dispatch, Salaries and Wages, Accounts of 226 (100.226.51110) TOTAL: $35,000.00

Section 2

The Finance Director is hereby authorized to draw warrants on the City Treasurer for payments from any of the foregoing appropriations upon receiving proper certificates and vouchers therefor, approved by the Board of Officers authorized by law to approve the same, or an ordinance or resolution of the City Council to make expenditures provided that no warrants shall be drawn or paid for salaries or wages except to persons employed by authority of and in accordance with law or ordinance.

Section 3


Section 4 This resolution is declared to be an emergency necessary for the immediate protection of the public health, safety and general welfare, to wit: to make funds the funds available without delay for retention and recruitment of Communication Center employees, and shall take effect and be in force immediately upon its adoption.

_____________________________ Nicole Condrey, Mayor

Adopted:_____________ Attest:_____________________ Clerk of the City Council H:/Law/leg/2021 Leg/r Approp Transfer General Fund (Dispatch bonus)

S T A F F R E P O R T For the business meeting of November 16, 2021

______________________________________________________________________________ DATE: November 9, 2021 TO: Jim Palenick, City Manager FROM: David Birk, Chief of Police

PURPOSE To request approval to utilize $35,000 of the funding reimbursed through extra salary funds from patrol vacancies in 2021 for recruitment and retention efforts for the position of Dispatcher in the Division of Police. BACKGROUND AND FINDINGS The Middletown Police Communications Center has been severely impacted by high turnover and an increase in call volume. Based on exit and retention interviews, a comparable wage study and an analysis of recruitment metrics that were conducted with our Human Resources Division, it was found that there is a substantial decrease in candidate applications, low morale and a significant discrepancy in pay in comparison to other local dispatch centers. In addition, due to turnover and position vacancy the department is experiencing an increase in overtime hours. A reallocation of funds in the amount of $35,000 is being requested to be utilized for recruitment and retention efforts. The request will help facilitate bonus pay in the amount of $2,500 to current communications center staff and allow the department to provide a sign-on bonus to new hires in the amount of $1,500. In order to accomplish this, I request that City Council take the following action: (1) approve a transfer of $35,000 from 100.224.51110 (Uniform Patrol) to 100.226.51110 (Police & Fire Dispatch); and (2) approve payment of a bonus to current Dispatchers through a Memorandum of Understanding with their bargaining unit in the amount of $2,500 and a sign-on bonus to new Dispatcher’s in the amount of $1,500. ALTERNATIVES Do not approve the allocation of funds. FINANCIAL IMPACTS This change is budget neutral due to the reallocation of a vacant patrol officer position for 2021. EMERGENCY/NON-EMERGENCY Emergency action is requested. The Dispatchers bargaining unit has tentatively agreed to the MOU pending City Council approval, and we would like to make this incentive available to future dispatchers as soon as possible.

Funding of Dispatcher Recruitment & Retention Efforts

LEGISLATION ITEM 20


AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH THE FOP/OLC (DISPATCHERS) REGARDING RECRUITMENT AND RETENTION OF DISPATCHERS AND DECLARING AN EMERGENCY. WHEREAS, the City is continuing to struggle with recruitment and retention of employees in the position of Dispatcher; and WHEREAS, the City and the FOP/OLC (Dispatchers) have tentatively agreed to a Memorandum of Understanding (hereinafter MOU) that allows the City to pay bonuses as an incentive to current employees and to hire new employees in the position of Dispatcher;


Section 1

The City Manager is authorized to enter into a Memorandum of Understanding with the FOP/OLC (Dispatchers) bargaining unit for the payment of bonuses to be used for retention and recruitment of employees. A copy of the proposed MOU is attached hereto as Exhibit “A” and shall be approved by the Law Director.

Section 2

This ordinance is declared to be an emergency measure necessary for the immediate preservation of the public health, safety and general welfare, to wit: to permit the parties to execute the MOU as soon as possible to assist with the retention and recruitment of employees, and shall take effect and be in force from and after its adoption.

______________________________Nicole Condrey, Mayor

Adopted:________________ Attest: _______________________

Clerk of the City Council H:/Law/leg/2021 Leg/O MOU Dispatchers

EXHIBIT “A”

17097509v1

Memorandum of Understanding This Memorandum of Understanding (“MOU”) is made by and between the City of Middletown (hereafter “City”), and the Fraternal Order of Police, Ohio Labor Council, Inc. (hereafter “Union”) effective November 1, 2021. Whereas, the City and the Union are parties to a Collective Bargaining Agreement having effective dates of January 1, 2020 through December 31, 2022 (“CBA”); and Whereas, the CBA addresses hours, wages and terms and other conditions of employment for dispatchers in the City Division of Police; Whereas, the City has allocated $35,000 in unused City funds in the Police Division to be used for retention and recruitment efforts of dispatchers as a result of high turnover and an increase in call volume; and Whereas, the parties agree that they have a shared interest in the retention and recruitment of dispatchers.

NOW THEREFORE, the parties hereby agree to the following, in exchange for sufficient consideration, which is hereby acknowledged:

1. The City shall pay each eligible dispatcher employed by the City on and before November 1, 2021 a one-time, lump sum retention bonus of two thousand five hundred dollars and zero cents ($2,500.00), payable in the first pay of December, 2021. Any dispatcher who is not in an active employment and pay status on May 1, 2022 must repay the retention bonus they received to the City in full.

2. The City shall pay all eligible, new employees hired as dispatchers on and after November 2, 2021 a one-time, lump sum bonus of one thousand five hundred dollars and zero cents ($1,500.00), with one-half payable the first pay period following the three (3) month anniversary of the individual’s most recent employment with the City in the dispatcher position and the remaining half payable at the end of their year-long probationary period. New hires who do not reach the three (3) month/twelve (12) month service requirements in the dispatcher position are ineligible for the applicable lump sum payment(s).

3. Except as expressly stated herein, this MOU does not alter the terms of the CBA.

4. This MOU expires by its own terms upon the exhaustion of the $35,000 amount paid out under the terms of this MOU, unless otherwise terminated by mutual agreement of the parties before then.

5. This MOU sets forth the entire agreement between the City and Union regarding the issues outlined herein. There are no other written or verbal agreements, understandings or arrangements between the parties regarding the matters set forth in this MOU.

IN WITNESS WHEREOF, the parties hereby signify their agreement by affixing the signatures of their respective representatives below. _______________________________ _____________________________ FOR THE CITY FOR THE UNION

S T A F F R E P O R T For the business meeting of November 16, 2021

______________________________________________________________________________ DATE: November 9, 2021 TO: Jim Palenick, City Manager FROM: David Birk, Chief of Police

PURPOSE To request approval to utilize $35,000 of the funding reimbursed through extra salary funds from patrol vacancies in 2021 for recruitment and retention efforts for the position of Dispatcher in the Division of Police. BACKGROUND AND FINDINGS The Middletown Police Communications Center has been severely impacted by high turnover and an increase in call volume. Based on exit and retention interviews, a comparable wage study and an analysis of recruitment metrics that were conducted with our Human Resources Division, it was found that there is a substantial decrease in candidate applications, low morale and a significant discrepancy in pay in comparison to other local dispatch centers. In addition, due to turnover and position vacancy the department is experiencing an increase in overtime hours. A reallocation of funds in the amount of $35,000 is being requested to be utilized for recruitment and retention efforts. The request will help facilitate bonus pay in the amount of $2,500 to current communications center staff and allow the department to provide a sign-on bonus to new hires in the amount of $1,500. In order to accomplish this, I request that City Council take the following action: (1) approve a transfer of $35,000 from 100.224.51110 (Uniform Patrol) to 100.226.51110 (Police & Fire Dispatch); and (2) approve payment of a bonus to current Dispatchers through a Memorandum of Understanding with their bargaining unit in the amount of $2,500 and a sign-on bonus to new Dispatcher’s in the amount of $1,500. ALTERNATIVES Do not approve the allocation of funds. FINANCIAL IMPACTS This change is budget neutral due to the reallocation of a vacant patrol officer position for 2021. EMERGENCY/NON-EMERGENCY Emergency action is requested. The Dispatchers bargaining unit has tentatively agreed to the MOU pending City Council approval, and we would like to make this incentive available to future dispatchers as soon as possible.

Funding of Dispatcher Recruitment & Retention Efforts

LEGISLATION ITEM 21

RESOLUTION NO. R2021-45 A RESOLUTION ADOPTING THE APPLICABLE PORTIONS OF THE 2017-2022 BUTLER COUNTY, OHIO NATURAL HAZARD MITIGATION PLAN ON BEHALF OF THE CITY OF MIDDLETOWN AND DECLARING AN EMERGENCY.

WHEREAS, the Federal Emergency Management Agency (FEMA) regulations

require that all local jurisdictions must have a natural hazards mitigation plan in place as a condition for receiving federal disaster mitigation funds; and WHEREAS, it is the intent of City Council to adopt by reference the applicable portions of the revised Butler County, Ohio Natural Hazard Mitigation Plan as the plan of the City of Middletown; NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Middletown, Butler/Warren Counties Ohio, that:

Section 1

Those portions of the Butler County, Ohio Natural Hazard Mitigation Plan which are applicable to the City of Middletown, Ohio are hereby adopted as the Natural Hazard Mitigation Plan of the City of Middletown, Ohio. A copy of the 2017-2022 Revisions of the Butler County, Ohio Natural Hazard Mitigation Plan is on file in the office of the Clerk of City Council and the portions applicable to the City are incorporated herein by reference.

Section 2 The adoption herein of the applicable portions of the revised Butler County, Ohio Natural Hazards Mitigation Plan for 2017-2022 of the City of Middletown, Ohio does not modify, repeal or supersede any existing ordinances or regulations of the City, Ohio, including, but not limited to, land use and development regulations of the City of Middletown, Ohio.

Section 3

This ordinance is declared to be an emergency measure necessary for the immediate preservation of the public health, safety and general welfare, to wit: to allow the revised plan to be adopted without delay so that a Hazard Mitigation Grant Application can be submitted before the November 22, 2021 deadline, and shall take effect and be in force from and after its adoption.

_______________________________ Nicole Condrey, Mayor

Adopted:____________ Attest:__________________________ Clerk of the City Council

H:/Law/leg/2021 leg/r BC Hazard Mitigation Plan

S T A F F R E P O R T For the Business Meeting of: November 16, 2021 November 3, 2021 TO: Jim Palenick, City Manager FROM: Scott Tadych, Public Works and Utilities Director PREPARED BY: Nakita Lancaster, Assistant Public Works and Utilities Director PURPOSE To request a resolution for the adoption of the Butler County Natural Hazard Mitigation Plan (2017-2022 Revision). BACKGROUND AND FINDINGS The Federal Emergency Management Agency (FEMA) requires that all local jurisdictions must have a natural hazards mitigation plan in place as a condition for receiving federal disaster mitigation funds. This requirement is outlined in the Disaster Mitigation Act of 2000. The City of Middletown is one of the jurisdictions that participates in the Butler County Mitigation Core Group Committee and in the development of the Butler County Natural Hazard Mitigation Plan (NHMP). The initial plan was developed in 2000, covering the years 2000-2005. Subsequent revisions include plans covering 2005-2011, 2011-2017, and the most recent, 2017-2022. In the past, the City has adopted a resolution to adopt the portions of the countywide NHMP that are applicable to Middletown. The most recent version of the NHMP that was adopted by Middletown was the 2011-2017 Revision (through resolution R2012-02). We recommend that the City approve a resolution adopting the applicable portions of the Butler County NHMP, Revision 2017-2022. This will grant the City eligibility to receive federal disaster mitigation funds through FEMA. ALTERNATIVES There is no formal requirement to adopt the plan other than what is described above. FINANCIAL IMPACT The City recently submitted a grant application under the Hazard Mitigation Grant Program (HMGP) for a

Adoption of the Butler County Natural Hazard Mitigation Plan

new backup power generator for the City Building. Funds for the HMGP are provided through FEMA and administered at the State level through the Ohio Emergency Management Agency. Project eligibility has been confirmed pending the formal adoption of the Butler County NHMP. The grant could cover up to 75% of the project cost, estimated to be $500,000. The City will need to adopt the Butler County NHMP prior to submitting a formal application for the grant. Grant applications are due November 22, 2021. EMERGENCY/NON-EMERGENCY Emergency* *Time sensitive as noted above.

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Butler County Natural Hazard Mitigation Plan

2017-2022 Revision

1. Introduction

Overview

Butler County OH has determined that there is a critical need to develop and maintain a Natural Disaster

Mitigation Plan for the protection of property, and the preservation of life throughout the County. Such

a plan is vital to assure the safety of residents given the historic record of natural hazards in the

community.

The need for such a plan is further defined by the Federal Emergency Management Agency (FEMA), who

has mandated locally developed and maintained natural hazard mitigation plans as a prerequisite to

qualify for future mitigation assistance. This requirement is outlined in the Disaster Mitigation Act of

2000 (DMA2K, 42 USC 5165).

Butler County developed their initial Natural Hazard Mitigation Plan in 2000, covering 2000-2005.

Subsequent revisions have included:

2005-2011

2011-2017

This Butler County Hazard Mitigation Plan revision covers 2017-2022.

Funding for this plan revision was provided by the Ohio Department of Public Safety, Emergency

Management Agency (OEMA) and the Federal Emergency Management Agency (FEMA).

Planning Model To proceed with the revision of a locally initiated Natural Hazard Mitigation Plan, the County selected as

a planning model the Ohio Natural Hazard Mitigation Planning Guidebook, which was developed

cooperatively by the Ohio Emergency Management Agency (OEMA) and the Ohio Department of Natural

Resources (ODNR). The planning model for this effort incorporates the following components:

1. Introduction

2. County Profile

3. Mitigation Plan Process

4. Hazard Profile

5. Vulnerability Assessment

6. Goals and Actions

7. Mitigation Plan Maintenance and Schedule

8. Resolution to Adapt

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Planning Team

The Mitigation Overhead and Development Committee was established to create, implement, and liaise

with the Mitigation Core Group Committee. This same structure was successfully used in the previous

Five (5) Year Natural Hazard Mitigation Plan revision.

Members of the Mitigation Overhead and Development Committee include:

Butler County Emergency Management Agency

Butler County Geographical Information Services (GIS)

Butler County Engineer’s Office

This group was designated to assure that every community and a broad list of stakeholders, participated

in the planning process.

The approach undertaken in this plan development was both comprehensive and collaborative.

Mitigation Core Group Committee members included at least one (1) invited representative from all 25

Butler County jurisdictions, state and regional parties, local fire/ems providers, community based

organizations, and other local government officials. The full list of these participants is includes as

Appendix A.

2. County Information

County Profile

Butler County is located in the SW portion of Ohio. It lies north of Hamilton County, south of Preble

County, WSW of Montgomery County, west of Warren County, and just east of the Indiana state line.

The county covers 467 square miles with an estimated population of 374,158 (2014 US Census Bureau).

The county has six (6) cities, 13 townships, and six (6) villages. The majority of the population resides in

the cities. The highest populated area is the county seat, Hamilton, followed by Middletown, Fairfield,

Oxford, Monroe, and Trenton. Additional, over 2,500 residents within the City of Sharonville reside in

Butler County, the majority of Sharonville is located in Hamilton County. Butler County’s highest

populated village is the Village of New Miami, while its most populated township is West Chester

Township.

County History

Butler County was established by the State of Ohio on March 24, 1803. The county was named in

honor of Richard Butler, who was killed in St. Clair's defeat in 1791. The county was originally part of

Hamilton County at its inception. Butler County has enjoyed a wide array of industry and business

since its beginning. The cities of Hamilton and Middletown attracted industries which manufactured

hundreds of products including paper, steel, machine tools, safes, and bicycles. By 1910 due to large

growth of industry, the City of Hamilton’s population was a robust 40,000 strong while the county as a

whole was just over 70,000. The county population continued to grow steadily until 1960 when the

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population jumped from just over 150,000 to nearly 200,000 and has continued to rise to its current

Population. The latest data (2014) records the county population at 374,158 with expected growth to

419,900 (+12 %) by 2020 and to 430,360 (+ 15 %) by 2025.

County Jurisdictions

The jurisdictions represented in the Mitigation Core Group Committee include:

1. City of Hamilton

2. City of Fairfield

3. City of Middletown

4. City of Monroe

5. City of Trenton

6. City of Oxford

7. Fairfield Township

8. Hanover Township

9. Lemon Township

10. Liberty Township

11. Madison Township

12. Milford Township

13. Morgan Township

14. Oxford Township

15. Reily Township

16. Ross Township

17. St. Clair Township

18. Wayne Township

19. West Chester Township

20. Village of College Corner

21. Village of Jacksonburg

22. Village of Millville

23. Village of New Miami

24. Village of Seven Mile

25. Village of Somerville

Butler County Historic Population Data

Population history and projected population figures for Butler Co are presented below. Historic

data is from the US Census Bureau. Projections are from the Ohio Development Services

Agency.

Butler Co Historic and Projected Population

2025 projected 430,360

2020 projected 419,900

2014 374,158

2010 368,130

2000 332,807

1990 291,479

1980 258,787

1970 226,207

1960 199,076

1950 147,203

1940 120,249

1930 114,084

1920 87,025

1910 70,271

1900 56,870

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County Topography

According to the Butler County Soil and Water Conservation District, there are 14 different

watersheds that influence drainage within the county. Of those 14 watersheds the Great Miami River,

Indian Creek, and Four Mile Creek have the largest areas within the county.

Land Use

The Butler County Department of Development Land Use Plan was reviewed and used to provide

technical information during the update process of this Mitigation Plan. After analyzing data provided

by the Butler County Department of Development, it is apparent that the majority of the land in the

county is primarily used for agricultural purposes. Residential use is the next leading category with

30% of the county’s land utilized in this fashion. The following table shows the breakdown of the

county’s current and projected land use.

Land Use 2010 Acres %

Agriculture 167,688 56.1

Residential 92,022 30.8

Industrial 6,166 2.1

Commercial 9,029 3

Public 22,983 7.7

Railroad 992 .3

TOTALS 298,880 100

Land Use 2020 Future Acres %

Agriculture 155,950 52.2

Residential 99,336 33.2

Industrial 7,566 2.5

Commercial 11,743 3.9

Public 23,293 7.8

Railroad 992 .3

TOTALS 298,880 100

According to the current land use plan, 5 goals are in place to guide land development in the county.

They are as follows:

1. To promote the orderly and efficient layout and appropriate use of land in Butler County to promote

the health, safety, and welfare of all residents and to leave future generations a desirable place to work,

study, and reside.

2. To provide the Board of County Commissioners, county planning commission, zoning commission

and township trustees with policy guidelines in order to assist them in their weekly, monthly, and

annual decision making concerning land use, zoning, public facilities and services, and development

review matters.

3. To create a framework to provide current and future residents in Butler County the opportunity to

create a shared vision for their community.

4, To establish the framework for implementing the recommendations of this plan in a timely and

meaningful manner.

5. To assist the continuing efforts of coordinating various planning agencies operating in the county

and achieve the overall goals and objectives of this plan without being unduly disrupted by any single

element of this plan of other planning efforts undertaken in Butler County.

These goals are envisioned to eventually lead to the development of more of the county’s agricultural

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land into residential, industrial, commercial, and public purposes.

Public Utilities

Water and Wastewater

The six (6) cities within Butler County all have their own water and wastewater facilities. The Butler

County Water and Sewer Department (BCWS) serves a growing population of more than 100,000 in

West Chester, Lemon, Liberty, Fairfield, Hanover and Ross townships, as well as, the city of Monroe

and the village of New Miami. The BCWS provides both drinking water and wastewater services. The

remaining townships and villages not served by cities or the BCWS depend on wells and septic systems

for water and wastewater issues. Butler County receives its water from the City of Hamilton’s ground

water supply and the Greater Cincinnati Water Works’ (GCWW) ground and surface water. The

BCWS also maintains several other connections with the GCWW, Warren County, Cities of Hamilton,

Mason, and Monroe to ensure the delivery of water in case of an emergency.

Other Utilities

The county is served by Duke Energy, Butler County Rural Elective Cooperative, and Dayton Power

and Light for its gas and electricity needs. The City of Hamilton also has its own gas and electric

department serving its residents. Telephone services are provided to the county by Cincinnati Bell and

Time Warner Cable and other private telephone companies.

Butler County Critical Infrastructure Healthcare Sector Hospitals - 7 Gov't Facilities Courts – 3 Services Center – 1 Admin Center – 1 Water/Wastewater Pumping Stations – 21 Wastewater Treatment - 2 Emergency Services Fire – 49 stations Police – 14 stations EMS Only – 1 Station Engineers office – 1 EMA - 1 Red Cross Shelters - 11 Dams Class 1 – 8 Class 2 – 8 Communications Dispatch Services – 1 Technical Services – 1 Transportation Airports - 3

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3. Mitigation Planning Process

Mission Statement

“The mission of the Mitigation Core Group Committee for Butler County, Ohio is

to develop a working document that fulfills the mandates of the Federal Disaster

Mitigation Act of 2000, and satisfies the requirements of FEMA and the Ohio EMA,

as well as meets the needs of all of Butler County. By further researching and

planning for future natural hazards as well as implementing appropriate mitigation

techniques, Butler County lives and property can be saved, costs from disasters

can be reduced, and a rapid and efficient recovery can occur.”

Notification of Jurisdictions and General Public

All jurisdictions of the County, as well as other agencies that work within the County, were notified of

the mitigation planning process. The Butler County EMA Office created a master list of jurisdictions

they felt necessary to participate in this planning effort. Individuals that will make up the Mitigation

Planning Core Group Committee were notified of the mitigation planning process.

Prior to commencing this planning process, in addition to contacting the Mitigation Planning Core

Group Committee, Butler County EMA notified the general public regarding this mitigation planning

process. An initial press release was sent on April 25, 2016. Please see Appendix B for copies of this

press release and all other communications with the Committee and the public..

Mitigation Planning Meetings

The Mitigation Overhead and Development Committee met three (3) times between January 2016 and

May 2017. During these meetings, they determined partners and stakeholders to invite, mapped out

the planning process, secured a planning consultant via an RFP process, and provided overall guidance

to the planning effort.

Mitigation Planning Core Group Committee members were involved for the entire planning process. The

purpose of the committee is to provide information to the various entities of Butler County that have a

stake, either directly or indirectly, in Mitigation Planning such as neighboring communities/counties,

local businesses & industry, non-profit organizations, and any colleges or universities. They provide

feedback, input, and review as the process of the Mitigation Plan development is completed, leading to

a better quality and more inclusive scope of the Mitigation Plan that everyone can acknowledge and

adopt, truly implementing a countywide plan.

Obtaining support from the whole community required a comprehensive approach to preparing the

Mitigation Plan. Identifying those persons, community leaders and government agencies with the

knowledge and authority to help the community organize a plan was key to the planning effort.

Establishing a group of leaders was necessary to give this task validity.

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The Mitigation Core Group Committee met as follows:

Meeting 1: May 26, 2016 Initiated and completed HIRA process, formally set hazard priorities

Meeting 2: February 17, 2017 Reviewed HIRA results, reviewed progress on Action items from last

plan, began problem solving for revised goals and action items

Meeting 3: March 23, 2017 Completed revising goals and establishing Action items

Meeting 4: May 18, 2017 Revised final draft of action items and evaluated current plan vs the Ohio

Mitigation Plan Review Tool, determined what information was needed to complete the plan

Meeting 5: June 22, 2017 Public Hearing and presentation of draft Butler Co Hazard Mitigation Plan

Plan Finalization

Upon incorporation of all comments into the Hazard Mitigation Plan, the plan will be prepared and

submitted to the State of Ohio Emergency Management Agency and Federal Emergency Management

Agency for review.

Each incorporated jurisdiction, as well as any township choosing to adopt this Hazard Mitigation Plan

as a separate entity from the County, will also receive a digital copy of the plan.

4. HAZARD PROFILE Butler County has experienced many natural disasters in the past one-hundred years. These disasters

have ranged from tornadoes and blizzards, to flooding and droughts. The purpose of this document is

to identify the number and frequency of disasters in Butler County to better prepare and deal with

them when they do occur. The following sections describe the process of determining upon which

hazards to focus, general background information on each hazard as well as hazard events that have

occurred in Butler County.

Initial Hazard Assessment

In order to properly evaluate the natural hazards to which Butler County may be susceptible, a four-step

process was utilized. This four-step process was completed in order to “narrow down” the hazards

for which Butler County should prepare, and potentially mitigate, in the future. The four steps are

described in the following paragraphs.

Step 1 - FEMA‘s database was researched to determine which hazards FEMA had documented as

possible natural hazards, including future threats, for the State of Ohio. Several hazards that are listed

on FEMA’s website include flooding, severe storms, tornadoes and winter storms.

Step 2 – The National Climate Data Center (NCDC) was researched and historic hazard information

was reviewed all the way down to the county level. The NCDC website presented each type of hazard

and the historic information associated with it for each county, offering several hazard search

parameters. These parameters included: droughts, dust storm, flooding, fog, hail, hurricanes, lightning,

tornadoes, wild/forest fires, ocean/lake surf, precipitation, snow and ice, temperature extremes and

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thunderstorms and high winds.

Because NCDC information did not address earthquakes, dams and dam safety, other sources were

contacted for this data. The information pertaining to earthquake susceptibility was attained from

United States Geographical Survey (USGS) data. The information pertaining to landslides, dams and

dam safety was obtained from ODNR.

Step 3 - The State of Ohio Hazard Mitigation Plan Update was referenced as well as its Hazard

Analysis and Risk Assessment which documents both natural and non-natural (technological) hazard

event information.

Step 4- The Mitigation Planning Core Group Committee was surveyed to rate the identified hazards on a

five (5) point score base on Probability, Impact, Geographic Extent, Warning, and Duration. The full

HIRA is attached as Exhibit C.

Risk Assessment and Ranking

The research compiled during the initial Hazard Identification and Risk Assessment (HIRA) was provided

to the Mitigation Overhead and Development Committee for their review and assessment. The

committee evaluated all the hazards being considered and ranked them based on the number of historic

events and cumulative damage that has occurred. The Mitigation Planning Core Group Committee

confirmed and verified this rating at their second meeting on February 17, 2017

Butler County highest risk natural hazards were identified as follows:

Natural Hazard HIRA Score –Risk Factor RF Rating

Comments

Tornadoes 3.44

Severe Summer Storms 3.25

Floods 3.00

Heat Emergencies 2.91 New Hazard separated from

Drought

Severe Winter Storms 2.87

Earthquakes 2.68

Drought 2.65

Dam Failures 2.11 New Hazard separated from

Floods

Land Subsidence and wild fires were also evaluated but did not achieve the minimum cut score of 2.1 or

greater to be considered.

The prior plan Hazard priorities were:

1. Summer Storms

2. Floods (Flash/100-year)/Dams

3. Winter Storms/Ice Storms (Sub-Hazard – Energy Emergencies)

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4. Tornadoes

5. Droughts (Excessive Heat/Excessive Cold) (Sub-Hazard – Energy Emergencies)

6. Earthquakes

Note that the priorities have changes based on updated data and Committee members expertize, and

that Heat Emergencies and Dam Failure are now stand-a-lone hazards, not imbedded in other hazard

titles.

A more detailed description of each hazard follows. Data to support event history has been secured

from the National Oceanic and Atmospheric Administration (NOAA), National Center for Environmental

Information (NCEI), Ohio Dept. of Natural Resources (ODNR) Div. of Geological Survey 2015 report on

earthquakes, and from the National Integrated Drought Information System (Drought.gov). These data

sets are included in Appendix D.

Tornadoes Tornadoes are produced from the energy released during a thunderstorm, but account for only a tiny

fraction of the overall energy generated. What makes them particularly dangerous is that the energy is

concentrated in a small area, perhaps only 100 yards across. Not all tornadoes are the same and science

does not yet completely understand how a portion of a thunderstorm's energy becomes focused into

something as small as a tornado.

Tornadoes occur mostly in the central plains of North America, east of the Rocky Mountains and west

of the Appalachian Mountains. They occur primarily during the spring and summer – the tornado

season comes early in the south and later in the north according to the seasonal changes in relation to

latitude – usually during the late afternoon and early evening. They have been known to occur in

every state in the United States and every continent on the earth, any day of the year, and at any

hour. The damaging strong winds generated from tornadoes can reach 300 mph in the most violent

tornadoes, causing automobiles to become airborne, ripping ordinary homes to shreds, and turning

broken glass and other debris into lethal missiles. The biggest threat to living creatures, including

humans, during tornadoes is flying debris and being tossed about in the wind. Contrary to previous

belief, it is not true that the pressure in a tornado contributes to damage by making buildings

"explode.”

According to the NWS, the development of Doppler radar has made it possible, under certain

circumstances, to detect tornado winds with radar. However, spotters remain an important part of the

system to detect tornadoes, because not all tornadoes occur in situations where the radar can "see"

them. Citizen volunteers comprise what is called the SKYWARN (www.skywarn.org) network of

storm spotters, who work with their local communities to watch out for approaching tornadoes to

ensure that appropriate action is taken during tornado events. Spotter information is relayed to the

NWS, who operates the Doppler radars and issues warnings, usually relayed to the public by radio and

TV, for communities ahead of the storms. The NWS utilizes all the information they can obtain from

weather maps, modern weather radars, storm spotters, monitoring power line breaks, as well as

additional sources for issuing tornado warnings. Although the process by which tornadoes form is not

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completely understood, scientific research has revealed that tornadoes usually form under certain types

of atmospheric conditions. Those conditions can be predicted, but it is not yet possible to predict in

advance exactly when and where they will develop, how strong they will be, or precisely what path

they will follow.

According to the NWS, there are some "surprises" every year, when tornadoes form in situations that

do not look like the right conditions in advance, but these are becoming less frequent. Once a tornado

is formed and has been detected, warnings can be issued based on the path of the storm producing the

tornado, but even these cannot be perfectly precise regarding who will, or will not, be struck

Although the number of tornadoes in Ohio does not rank high compared to other states in the United

States, the State does average around 14 tornadoes a year. Ohio's peak tornado season runs from April

through July, with most tornadoes occurring between 2 p.m. and 10 p.m. Even though June has been

the month with the most tornado occurrences, many of the State's major tornado outbreaks have taken

place in April and May. However, history has shown that tornadoes can occur during any month of the

year and at any time of the day or night.

Tornadoes are considered the most violent atmospheric phenomenon on the face of the earth with

their strength being measured by the Fujita Scale. This scale is the mechanism used to determine the

potential type of tornado that may have affected a particular community. It is based on velocity of wind

and the type of damage the tornado caused. Many F0 and F1 tornadoes have touched down in Ohio, but

Ohio has also been struck by some of the most destructive F5 tornadoes ever, including the April 3, 1974

tornado which devastated Xenia, killing over 30 people and destroying 2,000 buildings.

Butler County has experienced 16 tornadoes since 1950, according to NOAA-NCEI, which have caused

over $61.013 million in damage as well as killing 1 person and injuring 31 more.

Frequency/Probability of Future Occurrence

Butler County has a significant history of tornado occurrences. According to the NOAA-NCEI, there have

been 16 tornadic events recorded in the county over the past 60 years. On average, 4 tornadoes occur

in the county every 10 years. There have been 2 F4 tornadoes documented within the county and one

1 F3 in the past 60 years. The probability of future occurrences is quite high as well as the likelihood of

severe damage based on significant population growth in the county.

Severe Summer Storms – High/Strong/Thunderstorm Winds, Lightning, Hail Hazards that fit into the severe weather category include thunderstorms, high winds, lightning and

hail. One of the biggest problems associated with severe weather is the lack of public education and

awareness. Severe storms can do damage, but are often the precursor for much more severe weather to

follow. One example is the direct association of tornadoes with thunderstorms.

A severe thunderstorm watch is issued by the National Weather Service (NWS) when the weather

conditions are such that damaging winds of 58 mph or more, or hail 3/4 of an inch in diameter or

greater, are likely to develop. Citizens should locate a safe place in the home and tell family members

to watch the sky and listen to the radio or television for more information.

A severe thunderstorm warning is issued when a severe thunderstorm has been sighted or indicated by

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weather radar. At this point, danger is imminent and citizens should move to a safe place, turn on a

battery-operated radio or television, and wait for the "all clear" by the authorities. Severe storms are

also associated with other hazards such as tornadoes and severe flooding. Since tornadoes and flash

flooding are spawned by thunderstorms, people should review what action to take under a tornado

warning or a flash flood warning when a "severe thunderstorm warning" is issued. When

thunderstorms are forecasted to bring heavy rains (which can cause flash flooding), strong winds, hail,

lightning and tornadoes, people should get inside a sturdy building and stay tuned to a battery operated

radio for weather information. People should also be aware that lightning and high winds are

also major threats during thunderstorms. Straight-line winds are often responsible for most of the wind

damage associated with a thunderstorm. These winds are often confused with tornadoes because of

similar damage and wind speeds. However, the strong and gusty winds associated with straight-line

winds blow roughly in a straight line unlike the rotating winds of a tornado.

Lightning kills between 75 and 100 people a year. It is the second largest killer of natural hazard

events, exceeded only by floods. Lightning strikes can happen anywhere and affect anyone. Only 10%

of lightning strikes result in death, leaving the rest with various degrees of disability, most being

central nervous system issues.

Hail is a type of precipitation composed of balls or irregular lumps of ice. It occurs when

super cooled water droplets (remaining in a liquid state despite being below the freezing point, 0 °C/32

°F) in a storm cloud collide with some solid object, such as a dust particle or an already forming

hailstone. Hail often forms in strong thunderstorms, often along a cold front, where the layer of air on

top is much colder than that on the bottom. The smaller hailstones can bounce up and down between

the warm and cold layers due to updrafts and gravity. The longer the stones bounce around, the larger

they grow. These strong, severe, or even supercell thunderstorms can also produce hail in the summer

months, even without a cold front. Hailstones, while most commonly only a few millimeters in

diameter, can sometimes grow to several inches or occasionally even bigger. Such large hailstones can

do serious damage, notably to automobiles, skylights, and glass-roofed structures. Pea or golf ball-size

hailstones are not uncommon in severe storms. Rarely, massive hailstones have been known to cause

concussions or to kill people by causing head trauma.


Severe storms in Butler County quantitatively have the highest likelihood of occurring on a yearly

basis. According to the NOAA-NCEI, 261 storm events including thunder storms, lightning, strong winds,

high winds, and hail were documented for Butler County since 1950. Severe storms in Butler County

have caused the most cumulative property damage with estimated total losses of over $45.644 million

over a 60 year period. The following chart shows a breakdown of the events in this category based on

NOAA-NCEI data from 1950 to 2017.

Event Type No of

Events

$ Damage Injuries Deaths Crop

Damage

$ Value of

Crop

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Events Damage

High Winds 10 $41.846m 7 0 0 0

Strong Winds 2 $250,000 0 0 0 0

Thunderstorms 175 $2.677m 5 0 1 $ 1,000

Lightning 6 $800,000 2 2 0 0

Hail 68 $71,000 0 0 1 $20,000

Totals 261 $45.644m 14 2 2 $21,000

Floods Floods are a naturally recurring event for a river or stream, and are caused by weather phenomena and

events that deliver more precipitation to a drainage basin that can be readily absorbed or stored within

the basin. Flooding is a localized hazard that is a result of heavy or continuous rainfall exceeding the

absorptive capacity of soil and the flow capacity of rivers and streams. Floods can be generally

considered in two categories: flash floods, the product of heavy localized precipitation in a short time

period over a given location; and riverine floods, caused by precipitation over a longer time period and

over a given river basin.

Flash floods occur within a few minutes or hours of heavy amounts of rainfall, from a dam or levee

failure, or from a sudden release of water held by an ice jam. Flash floods can destroy buildings and

bridges, uproot trees, and scour out new drainage channels. Heavy rains that produce flash floods can

also trigger mudslides. Most flash flooding is caused by slow-moving thunderstorms, repeated

thunderstorms in a local area, or by heavy rains from hurricanes and tropical storms. Although flash

flooding occurs often along mountain streams, it is also common in urban areas where much of the

ground is covered by impervious surfaces. Roads and buildings generate greater amounts of runoff than

typical forested land. Fixed drainage channels in urban areas may be unable to contain the runoff that

is generated by relatively small, but intense, rainfall events.

Riverine flooding refers to periodic flooding of lands adjacent to non-tidal rivers and streams. It is a

natural and inevitable occurrence. When stream flow exceeds the capacity of the normal watercourse,

some of the above-normal stream flow spills over onto adjacent lands within the floodplain. Riverine

flooding is a function of precipitation levels and water runoff volumes within the watershed of the

stream or river. The recurrence interval of a flood is defined as the average time interval, in years,

expected to take place between the occurrence of a flood of a particular magnitude and an equal or

larger flood. Flood magnitude increases with increasing recurrence interval.

Flooding is an important issue for the residents and business owners of Butler County. Whether it was

riverine flooding or flash flooding events that have occurred in the past, lives have been disrupted or

lost and damage has been extensive.

Areas of special flood hazards are defined as land in a flood plain that is subjected to a 1% or greater

chance of flooding in any given year. Areas of special flood hazard are designated by the Federal

Emergency Management Agency (FEMA). Flood Insurance Rate Maps (FIRM) determine the Base

13

Flood Elevation (BFE) for the areas. BFE is defined by the Butler County Flood Plain regulations as

“the water surface of the base flood in relation to a specified datum, usually the National Geodetic

14 Vertical Datum of 1929 or the North American Vertical Datum of 1988 and usually expressed in Feet

Mean Sea Level (MSL).”

Butler County has special flood hazard areas identified within the county. All unincorporated and

incorporated areas in Butler County are in compliance with state floodplain management standards and

participate in the National Flood Insurance Program (NFIP).

Map modernization within the county took place in 2005. The floodplain regulations related to the

NFIP were reviewed and updated by the Butler County Department of Development between 2008

and 2010, with an effective date of December 17, 2010. The Butler County Department of

Development, per adopted regulations, monitors and enforces floodplain regulations for all areas of the

county. This monitoring and enforcement is to ensure development does not occur in the floodplain in a

way that will be a detriment to any citizen of Butler County.

Repetitive Loss Properties

In most counties there are areas that periodically suffer damages from floods. They are known as

“repetitive loss properties”. Repetitive loss properties are defined as properties with structures that

have had two or more insurance claims within a 10 year period. The following is the repetitive loss

property information for Butler County as provided by the State of Ohio EMA.

Butler Co. (unincorporated)

14

COLLEGE CORNER, VILLAGE OF: Zero RL claims

JACKSONBURG, VILLAGE OF: Zero RL claims

15

MONROE, CITY OF: Zero RL claims

NEW MIAMI, VILLAGE OF: Zero RL claims

Additional repetitive loss data is included in Appendix E.


Past floods are indications of what can happen in the future, but mitigation plans are based on the risk

of future flooding. Flood studies interpret historical records to determine the statistical potential that

storms and floods of certain magnitude will recur. Such events are measured by their recurrence

interval. Recurrence interval, or frequency of occurrence, is defined as the average number of years

between storms of a given intensity. Recurrence intervals commonly used in technical studies and

design are 100 years and 500 years. Recurrence interval addresses how often a flood of a specific depth

will be expected to occur. Structures located within areas considered at higher risk should be prioritized

higher as it relates to mitigation.

According to the NOAA-NCEI, Butler County has experienced 62 flood and flash flood events since 1996.

These floods have caused over $3.377million in damage and 1 death.

Heat Emergencies

Heat-related deaths and illness are preventable yet annually many people succumb to extreme heat.

Extreme heat caused 7,415 heat-related deaths in the United States from 1999 to 2010. Extreme heat

kills more people than hurricanes, floods, tornadoes and lightning combined, according to the National

Weather Service. In 2001, 300 deaths were caused by excessive heat exposure.

People suffer heat-related illness when their bodies are unable to compensate and properly cool

themselves. The body normally cools itself by sweating. But under some conditions, sweating just isn't

enough. In such cases, a person's body temperature rises rapidly. Very high body temperatures may

damage the brain or other vital organs.

A number of factors affect the body's ability to cool itself during extremely hot weather. When the

humidity is high, sweat will not evaporate as quickly, preventing the body from releasing heat quickly.

Other conditions related to risk include age, obesity, fever, dehydration, heart disease, mental illness,

poor circulation, sunburn, and prescription drug and alcohol use.

Because heat-related deaths are preventable, people need to be aware of who is at greatest risk and

what actions can be taken to prevent a heat-related illness or death. The elderly, the very young, and

people with mental illness and chronic diseases are at highest risk. However, even young and healthy

individuals can succumb to heat if they participate in strenuous physical activities during hot weather.

Air-conditioning is the number one protective factor against heat-related illness and death. If a home is

16

not air-conditioned, people can reduce their risk for heat-related illness by spending time in public

facilities that are air-conditioned.


There were two (2) excessive heat emergencies in Butler Co, both reported in August 2007. No damage,

injuries or deaths were reported in NOAA-NCEI. Again, with concerns regarding the uncertain impact of

global climate change, the Butler Co Core Planning Committee seeks to address preparation for heat

emergencies though specific Actions proposed in this plan.

Severe Winter Storms A winter storm encompasses several types of storm systems that develop during the late fall to early

spring. It deposits any of the following types of precipitation: snow, freezing rain, or ice. Blizzards and

ice storms are subcategories of winter storms. A winter storm watch indicates that severe winter

weather may affect an area. A winter storm warning indicates that severe winter weather conditions

are definitely on the way.

Blizzards

A blizzard warning signifies that large amounts of falling or blowing snow, and sustained winds of at

least 35 mph, are expected for several hours. In order to be classified as a blizzard, as opposed to merely

a winter storm, the weather must meet several conditions. The storm must decrease visibility to a

quarter of a mile for three consecutive hours, include snow or ice as precipitation, and have wind

speeds of at least 35 mph. A blizzard is also characterized by low temperatures.

Ice Storms

An ice storm is defined as a weather event containing liquid rain that falls upon cold objects creating

1/4 inch thick or more accumulation of ice buildup. This ice accumulation creates serious damage such

as downed trees and power lines, leaving people without power and communication. It also makes for

extremely treacherous road conditions. Occasionally, snow will fall after an ice storm has occurred.

With the ice covered, it is nearly impossible to determine which travel areas to avoid. When traveling by

car,

this snow covered ice causes accidents and when walking it causes people to fall, possibly sustaining

injuries.


According to the NOAA-NCEI, Butler County has had 94 winter storm occurrences since 1996. These

storms have caused over $560,000 in damage and 1 death. According to the Butler County Engineer, the

annual amount of snow the county receives during the winter season is 24 inches. That number is far

less than Northeast Ohio just 250 miles north that receives 80-100 inches per year.

17

The following chart shows a breakdown of the events in this category based on NOAA-NCEI data from

1996 to 2017.

Event Type No of

Events

$ Damage Injuries Deaths Crop

Damage

Events

$ Value of

Crop

Damage

Blizzards 1 $0 0 0 0 0

Winter

Weather

38 $0 0 0 0 0

Winter Storm 33 $525,000 0 0 0 0

Heavy Snow 15 $ 5,000 5 0 0 0

Ice Storm 5 $0 0 0 0 0

Extreme

Cold/Wind Chill

1 $0 0 1 0 0

Cold/Wind Chill 1 $ 30,000 0 0 0 0

Totals 94 $560,000 5 1 0 $0

Earthquakes Major earthquakes are a low probability, high consequence event. It is because of the potential high consequences that geologists, emergency planners and other government officials have taken a greater interest in understanding the potential for earthquakes in some of the areas of the eastern United States and educating the population as to the risk in their areas. Although there have been great strides in increased earthquake awareness in the eastern United States, the low probability of such events makes it difficult to convince most people that they should be prepared. It is surprising to many Ohioans that the State has experienced more than 120 earthquakes since 1776, and that 14 of these events have caused minor to moderate damage. The largest historic earthquake in Ohio was centered in Shelby County in 1937. This event, estimated to have had a magnitude of 5.5 on the Richter scale, caused considerable damage in Anna and several other western Ohio communities, where at least 40 earthquakes have been felt since 1875. Northeastern Ohio, east of Cleveland, is the second most active area of the state. At least 20 earthquakes have been recorded in the area since 1836, including a 5.0 magnitude event in 1986 that caused moderate damage. A broad area of southern Ohio has experienced more than 30 earthquakes. Although the New Madrid Line is in close proximity to the State of Ohio, there has not been an earthquake of any significance since 1875 caused by this fault line. An earthquake on June 18, 1975 caused damage in western Ohio, and affected a total area estimated at over 40,000 square miles. Walls were cracked and chimneys thrown down in Sidney and Urbana. The shock was felt sharply at Jeffersonville, Indiana. The affected area included parts of Illinois, Indiana, Kentucky and Missouri. 4.8.1 Monitoring of Earthquakes The ODNR Division of Geological Survey has established a 25 station cooperative network of seismograph stations throughout the State, mostly at universities and colleges, in order to continuously record earthquake activity. The network, which went on line in January 1999, ended a five-year gap during which there was only one operating station in Ohio. The State was dependent on seismographs

18

in Kentucky and Michigan to record Ohio earthquakes. The 25 stations of the new seismograph network, which is called OhioSeis, are distributed across the State, but are concentrated in the most seismically active areas or in areas that provide optimal conditions for detecting and locating very small earthquakes that are below the threshold of human notice. These small micro earthquakes are important because they occur more frequently and help to identify the location of faults that may periodically produce larger, potentially damaging earthquakes. Each OhioSeis station is a cooperative effort. Seismometers, the instrument that detects Earth motions and other seismic components were purchased by the Division of Geological Survey with funds provided by FEMA through the OEMA, as part of the National Earthquake Hazards Reduction Program. The computers and Internet connection were purchased and provided by the cooperating institutions. The Division of Geological Survey is coordinating the seismic network and has established the Ohio Earthquake Information Center at the Horace R. Collins Laboratory at Alum Creek State Park, north of Columbus in Delaware County. This facility functions as a repository and laboratory for rock core and well cuttings, but has a specially constructed room for earthquake recording. The seismograph system allows for very rapid location of the epicenter and calculation of the magnitude of any earthquake in the State. The earthquake records, or seismograms, from at least three seismograph stations are needed to determine earthquake locations (epicenters). These records can be downloaded from the internet at any station on the network, and location and magnitude can be determined. Small earthquakes were in many cases not even detected by distant, out-of-date seismograph stations. The OhioSeis network provides a whole new dimension of understanding about the pulse of the Earth beneath Ohio. Although the new seismograph network will not predict earthquakes or provide an alert prior to an event, it will provide insight into earthquake risk in the State so that intelligent decisions about building and facility design and construction, insurance coverage and other planning decisions can be made by individuals, business and industry, and governmental agencies. While Butler County has never had an epicenter directly within the county, earthquakes have been in very close proximity located in northern Hamilton County and southern Montgomery County which have had direct effects on Butler. Frequency/Probability of Future Occurrence Based on historical data the odds of an earthquake occurring in southwest Ohio and impacting Butler County are fairly high. The New Madrid fault line, which runs in close proximity to the State of Ohio, has a high probably of activity within the next 50 years according to geologists. Butler County’s close proximity to this fault line puts the county at risk for any major earthquakes. Actual earthquake events centered around Butler Co include 3.0-4.0 events in 1834 on the NE boarder of the county and in 1936 on the Butler/Hamilton Co boarder.

Drought A drought is a period of abnormally dry weather that persists long enough to produce a serious

hydrologic imbalance (i.e., crop damage, water supply shortage, etc.) The severity of the drought

depends upon the degree of moisture deficiency, the duration and the size of the affected area.

The worst drought in 50 years affected 35 states during the long, hot summer of 1988, when some areas

had been suffering from lack of rainfall since 1984. Rainfall totals in 1988 throughout the mid-west,

Northern Plains and the Rockies were 50% to 85% below normal. Crops and livestock died, and some

19

areas became desert. Forest fires began over the Northwest that left 4,100,000 acres destroyed by

autumn.

Droughts as a Precursor to Other Disaster

Rural counties are susceptible to wild land fires especially during drought conditions. When most

people think of wild fires, the first thing that comes to mind is the devastating and disastrous western

fires that are quite prevalent during the summer months.

With more people than ever living, working, traveling and recreating in the urban/urban interface, the

odds of wild land fires are increasing. Causes of wild land fires include the careless burning of debris,

household trash and cigarettes, lightning, equipment and vehicles, railroad accidents, electrical fires,

and arson.

Fire fighters talk of the fire triangle in terms of the heat of combustion, fuel and oxygen all being

necessary for fire to occur. Wild land fire fighters are concerned with the wild land fire triangle of fuel

(grass, brush, forests, crops, etc.), terrain (open flat lands, steep slopes and everything conducive to

wild land fire spread) and weather (hot, dry, windy conditions are typical wild land fire weather).

During an average year in Ohio, an estimated 15,000 wildfires and natural fuel fires occur. Typically, a

reported 1,000 wild land fires burn an average between 4,000 to 6,000 acres in Ohio each year.

According to the NCDC, Butler County has not had any reported wild fires in the past 60 years. While

chances of these occurring are minimal, the county still has nearly 130,000 acres of farmland that could

be susceptible to fires.

Urban/Rural Fire Interface

The wildland-urban interface can be defined as the zone where structures and other human

developments meet or intermingle with undeveloped lands.

Topography plays a major role in how fast a wildfire spreads. Steep slopes are the greatest

topographical influence on fire behavior. As the steepness of a slope increases, fires spread more

quickly. A fire will spread twice as fast on a 30% slope than it will on level ground. This fast speed is

due to the fact that a fire starting at the bottom of a slope has a longer upslope run with more available

fuel in its path. Unlike most hazards, the threat of a drought tends to be dismissed because of the

relatively long time a drought takes to have damaging effects.


According to the NOAA-NCEI, Butler County has experienced 2 droughts of significance since 1999, with

no recorded deaths or injuries. The odds of future occurrences based on this information are very

minimal. Still, with the impact of Climate Change being so unpredictable, the Butler Co. Core Group

Committee considered drought a real concern to plan, and be better prepared for in the future.

Dam Failures A dam is an artificial barrier usually constructed across a stream channel to impound water. Timber,

rock, concrete, earth, steel or a combination of these materials may be used to build the dam. In Ohio,

20

most dams are constructed of earth. Dams must have spillway systems to safely convey normal stream

and flood flows over, around, or through the dam. Spillways are commonly constructed of non-erosive

materials such as concrete. Dams also have a drain or other water-withdrawal facility to control the

pool or lake level and to lower or drain the lake for normal maintenance and emergency purposes.

Most dams in Ohio are small and are constructed by farmers and other private individuals for water

supply, recreation, swimming and fishing. Numerous other, usually larger, dams are built by cities and

industry to form reservoirs for water supply or liquefied waste storage. Ownership of dams is diverse

and maintained by both public and private interests. The federal government owns and operates over

30 dams for flood control, recreation and water supply. The state of Ohio has more than 100 dams,

primarily located instate park and wildlife areas for recreational purposes. Flood control and some

water supply are provided by dams owned by watershed conservancy districts.

The oldest dams in Ohio were constructed over 150 years ago to create water supply reservoirs for a

network of navigational canals. Buckeye Lake Dam, built in about 1825 as part of the canal system and

located in Licking and Fairfield counties, is the oldest dam in the state. The highest dam in Ohio is

located in Jefferson County and is 240 feet high.

History of Dam Safety in Ohio

Construction of dams in Ohio dates back to the early 1800 when reservoirs such as Buckeye Lake and

Grand Lake St. Marys were built to supply water to the canal system, which provided a means of

transportation for agricultural trade and commerce. Dam construction continued at a modest pace for

about the next 100 years with relatively few dams built by private entities. In the early part of the

nineteenth century, several large municipally-owned dams and reservoirs were built for public water

supply. Severe floods also prompted the formation of conservancy districts which constructed dams for

flood control.

Although the true forerunner of current dam safety laws in Ohio was enacted in 1963, legislation

pertaining to the construction of dams was enacted as early as 1937. This early set of laws aimed to

encourage construction of dams for the storage of water in response to recent drought periods in Ohio

and the "dust bowl" days on the Great Plains. The regulatory agency responsible for the enforcement of

these early laws was the Division of Conservation and Natural Resources in the State Department of

Agriculture.

Due to the availability of large earthmoving equipment after World War II, Ohio saw a significant

increase in the number of dams built by individuals and private companies. Although the water storage

and recreational capabilities provided by these dams were important benefits, concern about the

adequacy of design and construction was prompted by the loss of life and property damage resulting

from dam failures, which led to a greater interest in dam safety.

The ODNR’s Division of Water has been involved in dam safety since 1963. During this year, the first

Ohio law requiring construction permits for building new dams was enacted. In addition, following the

failure of several dams in northeast Ohio during the severe flood of 1969, the General Assembly revised

the law to include periodic inspections of existing structures. Inspections were required to help assure

21

that the continued operation and use of a dam, dike or levee does not pose a hazard to life, health, or

property. In 1972, the failure of Buffalo Creek Dam in West Virginia, which caused great loss of life

and severe property damage, led to the enactment of the National Dam Safety Act. This law,

administered by the Corp of Engineers, called for an inventory of dams in the United States and the

inspection of those dams that could create the most hazards if they failed. The Corps contracted with

the Division of Water to inventory roughly 4,500 non-federal dams in Ohio.

According to Ohio Administrative Code Rule 1501:21-13-01, dams are classified as follows:

Class I: A dam shall be placed in Class I when failure of the dam would result in probable loss of

human life. Dams having a storage volume greater than 5,000 acre-feet or a height of greater than 60

feet shall be placed in Class I.

Class II: Dams having a storage volume greater than 500 acre-feet or a height of greater than 40 feet

shall be placed in Class II. A dam shall be placed in Class II when failure of the dam would result in at

least one of the following conditions, but loss of human life is not envisioned:

(a) Possible health hazard, including but not limited to, loss of a public water supply or wastewater

treatment facility.

(b) Probable loss of high-value property, including but not limited to, flooding of residential,

commercial, industrial, publicly owned, and/or valuable agricultural structures, structural damage to

downstream Class I, II, or III dams, dikes or levees, or other dams, dikes or levees of high value.

(c) Damage to major roads, including but not limited to, interstate and state highways and roads which

provide the only access to residential or other critical areas such as hospitals, nursing homes or

correctional facilities as determined by the Chief of ODNR’s Division of Water.

(d) Damage to railroads, or public utilities.

Class III: Dams having a height of greater than 25 feet, or a storage volume of greater than 50 acre-feet,

shall be placed in Class III. A dam shall be placed in Class III when failure of the dam would result in at

least one of the following conditions, but loss of human life or hazard to health is not envisioned.

(a) Property losses, including but not limited to, rural buildings not otherwise listed as high-value

property in paragraph (A) of this Rule and Class IV dams, dikes and levees not otherwise listed as high

value property in paragraph (A) of this Rule. At the request of the dam owner, the Chief of ODNR’s

Division of Water may exempt dams from the criterion of this paragraph if the dam owner owns the

potentially affected property.

(b) Local roads including but not limited to roads not otherwise listed as major roads in paragraph (A)

of this rule.

Class IV: When failure of the dam would result in property losses restricted mainly to the dam and

rural lands, and not loss of human life or hazard to health is envisioned, the dam may be placed in

Class IV. Dams which are twenty-five feet or less in height and have a storage volume of fifty acre-feet

or less, may be placed in Class IV. No proposed dam shall be placed in Class IV unless the applicant has

submitted the preliminary design report required by Rule 1501:21-5-02 of the Administrative Code.

Class IV dams are exempt from the permit requirements of Section 1521.06 of the Revised Code

pursuant to paragraph (A) of Rule 1501:21-19-01 of the Administrative Code.

(www.dnr.ohio.gov/water/dsafety/whatdam.htm)

There are more than 50,000 dams identified in Ohio. A great majority of these dams are small and do

not fall under the jurisdiction of Ohio's Dam Safety Laws.

22

Butler County has 51 total dams within its boundaries. The breakdown of classifications is below:

Class I: 8

Class II: 8

Class III: 14

Class IV: 21

Total: 51

In addition, Butler County has 3 abandoned dams, 7 unclassified dams, and 58 exempt dams, which

have been determined by the ODNR’s Chief of the Division of Water to not constitute a hazard to life,

health or property in the event of a failure.


Butler County does not have a significant history of dam failure. The State of Ohio Dam Safety

Program is in place to monitor and provide dam owners in Butler County pertinent information to

support their dam’s maintenance requirements. The Dam Safety Program regulates the construction,

operation, and maintenance of Ohio's dams, dikes, and levees to protect life and property from

damages due to failure. This regulation is accomplished through periodic inspection, new dam

construction permits, and regulation of improvements, maintenance and operation of existing dams.

The probability of future dam failure occurrences is quite low, however the likelihood of severe

damage if a Class I or potentially a Class II Dam were to fail is determined on a case by case basis and

could be devastating to areas such as the City of Oxford, City of Hamilton, City of Fairfield, City of

Middletown, and West Chester Township due to Class I or II dams located near or directly in the area.

With the events of the “close call” dam failure in California this past year (heavy rains following years of drought conditions), dam failure was “top-of-mind” for the Butler Co. Core Group Committee, and they have developed clear Actions to be more proactive with this potential hazard.

6. GOALS AND ACTION ITEMS Butler County Mitigation Action Plan Matrix

The following chart shows the __ Goals, and __ strategies which are intended to address and mitigate the loss of property and life as a result of Natural Hazards in Butler County over the next five (5) years (2017-2022).

Goal Action Item Start/End Dates

Responsible Party (key)

Resources Target Jurisdiction and Comments

Status

1. ALL Hazards:

1.1 Reduce health and safety risk to the Butler Co community in the event of a significant disaster

1.1.1 Emergency Notification: Investigate new notification options including media, social media and by connecting partners Include education re emergency utility shutoffs (gas, water, electricity)

June 2017/ Dec 2017

Emergency Management County IT Local and Co PIOs Local utility companies

Existing Budget ALL

1.1.2 IPAWS Web app Implementation Apply for funding and implement this program

Jan 2018/ Dec 2020

EMERGENCY MANAGEMENT County IT

Homeland Security grant

ALL

1.1.3 Update list of Emergency shelters

June 2017/ annually

EMERGENCY MANAGEMENT American Red Cross SW Ohio Region ESF6

Existing Budget ALL




Status

1.1.4 Mitigation activity funding: Apply for funding to implement top priority mitigation projects

Jan 2018/ Jan 2022

EMERGENCY MANAGEMENT

FEMA Pre Mitigation, Mitigation and other OEMA grants CDBG

ALL

1.1.5 Stricter Building Codes: Investigate and support the update of building codes to achieve sustainable buildings and structures to severe weather, flooding and other natural hazards. Priority focus on manufactured and mobile housing code enhancements

Jan 2019/ June 2022

EMERGENCY MANAGEMENT County Building Dept.

Existing Budget ALL

1.1.6 Manufactured Housing Standards Integrate and support zoning and health department priority focus on upgraded standards for manufactured and mobile housing codes

Jan 2019/ June 2022

County Building Dept. County Health Department

Existing Resources

ALL




Status

1.1.7 Build Disaster Recovery Support Network

June 2018/ June 2022

EMERGENCY MANAGEMENT Team Rubicon Public/Private partnerships (3Ps)

Existing Resources ALL

1.1.8 Coordinate Fuel for Hazard Mobilization Efforts

Jan 2018/ June 2019

EMERGENCY MANAGEMENT Incident Management Team

Coordinate with County EOP

1.1.9 Public Awareness: Update all printed material into electronic format for use on media and social media. Priority focus on severe weather, tornadoes, and flooding


EMERGENCY MANAGEMENT County IT Local and Co PIOs ESF6

Existing Budget

ALL

1.1.10 Maintain NWS “Severe Weather Ready” County status

Jan 2019 EMERGENCY MANAGEMENT NWS

Existing Budget Encourage local jurisdictions to partner as “Weather Ready Ambassadors”




Status

2.Severe Summer Storms:

2.1 Ensure public safety and reliable utility service during severe storms

2.1.1 Tree Maintenance: Continue to coordinate with utility companies

June 2017/ Ongoing annually

County Engineer Local Public Works ODOT Local Utilities

Existing Budget ALL

2.1.2 Back-up Generators: Critical Facilities Plan Develop coordinated back-up generator plan for all critical facilities

Jan 2018/ June 2022

EMERGENCY MANAGEMENT County Engineer IBEW

Existing Budget ALL

2.1.3 Back-up Generators: Funding Seek funding for back-up generators for all critical facilities in the county

Jan 2018/ June 2022

EMERGENCY MANAGEMENT Public Works Local Utilities County Engineer IBEW

FEMA, OEMA, CDBG, OPWC grant funding

ALL

2.1.4 Enhance public awareness and preparation for severe weather: Update written info into media/ social media platforms and include straight-line winds and l


EMERGENCY MANAGEMENT County IT Local PIOs National Weather Service

Existing Budget ALL




Status

2.1.5 Significant Building and Critical Infrastructure Sustainability: Identify historic /architecturally significant buildings and critical infrastructure that may need structural upgrades to withstand serve weather events

Sept 2018/ June 2019

EMERGENCY MANAGEMENT County Engineer

Existing Budget BC Historical Society BC Citizens for Historic Preservation Society (CHAPS)

City of Hamilton City of Fairfield City of Middletown

3. Floods: 3.1 Minimize losses caused by river and flash flooding to both public and private property

3.1.1 Complete FEMA Rate Map update


EMERGENCY MANAGEMENT FEMA Local and Co Flood Plain Managers

Existing Budget ALL

3.1.2 Identify and GIS/ inventory structures subject to flood damage, including critical facilities and repetitive loss properties

Sept 2017/ Sept 2018

EMERGENCY MANAGEMENT FEMA Local and Co Flood Plain Managers BC Auditors Office

Existing Budget ALL

3.1.3 Develop Mitigation Projects to



FEMA Pre-Mitigation and

ALL with focus on: City of

mitigate FEMA identified repetitive loss susceptible structures

Butler Co. Building and Zoning

Mitigation Grants Fairfield, St. Clair Township, Village of New Miami




Status

3.1.4 Develop Mitigation Projects to mitigate structures and critical facilities in designated floodplain areas



FEMA Pre-Mitigation and Mitigation Grants

Designated flood zones

3.1.5 Develop a public education program for residents and business owners located in flood prone areas regarding river setbacks, erosion, safe egress, and other soil/flood related issues


Local and Co Flood Plain Managers EMERGENCY MANAGEMENT Local PIOs National Weather Service

Soil and Water Conservation District (SWCD) Chamber of Commerce Silver Jackets

Existing partner resources

ALL

3.1.7 Link flood/hydraulic modeling monitoring to real-time maps and promote their availability

Jan 2018/ Review quarterly

EMERGENCY MANAGEMENT National Weather Service

Silver Jackets Army Corp of Engineers Local and Co PIOs Miami Conservancy Dist. OEMA

FEMA and OEMA funding

ALL

3.1.8 Monitor and maintain list of Butler Co communities to assure full participation in NFIP

June 2017/ Updated annually

EMERGENCY MANAGEMENT Local and Co Flood Plain Managers ODNR FEMA

Existing Budget ALL




Status

3.1.9 Investigate new technologies for flood prevention and diversion

Jan 2018/ June 2022

EMERGENCY MANAGEMENT Flood Plain Administrators


3.1.10 Place public awareness signage at repetitive loss locations

June 2018 EMERGENCY MANAGEMENT Flood Plain Administrators

Existing Resources Repetitive Loss areas

3.1.11 Use alternative storm water retention strategies, like Rain Gardens where appropriate

Jan 2019/ June 2022

EMERGENCY MANAGEMT County Engineer

OEMA, FEMA, CDBG grants

ALL

3.1.12 Encourage residents to secure available FEMA Flood Insurance


Local and Co Flood Plain Managers EMERGENCY MANAGEMENT Local PIOs Soil and Water Conservation (SWCD) Chamber of Commerce





Status

4. Dams: 4.1 Minimize the danger to life and property associated with potential Class 1 Dam failure in the county

4.1.1 GIS Class I and II dams and their potential inundation zones

Jan 2018/ June 2018

EMERGENCY MANAGEMENT County GIS ODNR Div. Dam Safety Arm Corp of Engineers Miami Conservancy Dist.

Existing Resources ALL with focus on: City of Oxford Oxford Township Hanover Township Ross Township City of Fairfield City of Middletown Madison Township West Chester Township

4.1.2 Develop and exercise emergency action plans, including evacuation plans, in the event of a dam/levy failure

June 2018/ Dec 2018

EMERGENCY MANAGEMENT ESF2 Hospitals/Nursing homes

ODOT Miami Conservancy Dist.

Existing Budget

As above

4.1.3 Develop public education program for property owner in inundation areas


EMERGENCY MANAGEMENT Local and Co CIOs SWCD

Existing Budget ALL

5 Severe Winter Storms:

5.1 Reduce vulnerability of county infrastructure during future winter storm events

5.1.1 Encourage local entities to include snow Emergency Management removal vehicles and equipment, salt storage facilities etc., in their local Capital Improve Emergency Management Plans (CIPs) and to consider shared use facilities and consumable materials (salt etc.) where appropriate

June 2017/ Ongoing annually

Local Public Works EMERGENCY MANAGEMENT Commissioners County Engineer

Existing Budget ALL




Status

5.2 Reduce public vulnerability during future winter storms

5.2.1 Ongoing briefings for public official officials regarding winter storm preparedness

Sept 2017/ Each Sept annually

EMERGENCY MANAGEMENT Commissioners, County, City and Township officials

Existing Budget ALL

5.2.3 Work with local jurisdiction warming centers to assure all can be operational during winter storm events (power outages, heating issues etc.)

Sept 2017/ ongoing annually


Existing Budget ALL




Status

6. Tornadoes 6.1 Reduce health and safety risks to Butler County community in the event of a tornado

6.1.1 Continue to review and update existing warning sirens coverage county-wide and investigate needs for additional sirens

On-going EMERGENCY MANAGEMENT

Existing Budget Grants

ALL

6.1.2 Continue to update tornado warning siren public education program

Sept 2017/ Ongoing


Existing Budget ALL

6.1.3 Increase availability of Weather Radios, targeting the elderly and other vulnerable populations

Jan 2018/ Ongoing


FEMA, OEMA and other grants

6.1.4 Provide training to the elderly regarding tornadoes safety and available supportive resources

Spring 2018 and annually each spring

EMERGENCY MANAGEMENT Senior Centers Council on Aging of SW Ohio Butler Co Elder Services Board Hospital Trauma Outreach Team

Existing Budget ALL

6.1.5 Continue to evaluate the need for tornado safe rooms and shelter rooms at

Sept 2017/ Dec 2019

EMERGENCY MANAGEMENT Local School Districts

Existing Budgets Ohio School Facilities Authority

ALL

schools and critical facilities




Status

6.1.6 Deliver National Weather Service weather spotter course

October 2017/ annually

EMERGENCY MANAGEMENT National Weather Service

Existing Budget ALL

6.1.7 Continue to evaluate the need for tornado safe rooms and shelter rooms at Mobile Home communities


Existing Budget Mobile Home Park Developers/Owners

ALL

6.1.8 Investigate the development of shelters at parks, ball fields and other open public spaces


Existing Budget ALL

7. Droughts 7.1 Reduce the economic impact in Butler County caused by droughts

7.1.1 Establish MOUs with private contracts for the supply and distribution of water and ice in case of prolonged drought conditions and coordinate with Co EOP

Sept 2017/ renewed annually

EMERGENCY MANAGEMENT Red Cross Salvation Army National Guard ESF6

Existing Budget ALL

7.1.2 Develop a March EMERGENCY Existing Budget ALL

template for use by local fire and public service officials to help identify alternative water sources (ie. lakes, ponds etc.) that can supplement firefighting efforts during dry and drought conditions

2018/ July 2018

MANAGEMENT Local Fire Departments




Status

7.1.3 Develop and educational campaign for public and business awareness/ preparation for drought conditions, including the increased risk of wildfires


EMERGENCY MANAGEMENT Local Fire Departments

Existing Budget ALL

7.1.4 Investigate and secure funding for Dry force Fire hydrants in high risk areas in the Co



State Fire Marshal grants

ALL

7.1.5 Coordination of tanker transportation of public potable water



Existing Budget ALL

During droughts

Co Water utilities




Status

8.Earthquakes 8.1 Increase public awareness of earthquakes and the associates risks to health, safety, and private property

8.1.1 Update potential earthquake impact information (HAZSUS) and disseminate it to the public and implement a public awareness campaign to educate the public on earthquake preparedness

Jan 2018/ Dec 2018

EMERGENCY MANAGEMENT County GIS Local and Co PIOs

Existing Budget ALL

8.2 Improve first responder capabilities that will reduce fatalities in the event of an earthquake event

8.2.1 Sustain capabilities of Butler Co Tech Rescue Team (BCTRT) for incidences dealing with building collapse


EMERGENCY MANAGEMENT Fire Chief Association

Existing Budget OEMA

ALL

8.2.2 Continue to provide all necessary support and equipment for BCTRT and invest in enhanced technologies


EMERGENCY MANAGEMENT Fire Chief Association

County General Funds OEMA, FEMA and other grants

ALL

8.3 Reduce damages to existing and future county critical

8.3.1 Based on identification of earthquake at-risk

Jan 2018/ June 2022


Existing Budget ALL

infrastructure critical infrastructure, identify funding to implement earthquake risk reduction practices

8.3.2 Provide First Response and firefighter training for HazMat, rail, storage area and pipeline events

Spring 2018/ annual training

EMERGENCY MANAGEMENT Local Fire/EMS

Existing Budget State Fire Marshall Grants

ALL




Status

8.3.3 Regularly assess risks using Commodity Flow Studies

Jan 2019/ June 2022


Existing Budget ALL

8. Heat Emergencies 9.1 Reduce health and safety risks to Butler Co community in the event of Heat Emergencies

9.1.1 Develop a public education program for residents and business owners regarding Heat Emergencies

Jan 2018/ Annually

EMERGENCY MANAGEMENT Local PIOs National Weather Service

Chamber of Commerce

Existing Budget ALL

9.1.2 Plan for and support cooling stations to serve high at-risk populations

Jan 2018/ annually

EMERGENCY MANAGEMENT Red Cross Salvation Army ESF6 County Health Dept.

Existing Budget ALL

9.1.3 Link Heat Emergencies with Emergency Operations Plan

Sept 2017/ Dec 2017


Existing Budget ALL

End

LEGISLATION ITEM 22


A RESOLUTION TO MAKE ADJUSTMENTS TO APPROPRIATIONS FOR CURRENT EXPENSES AND OTHER EXPENDITURES OF THE CITY OF MIDDLETOWN, COUNTIES OF BUTLER AND WARREN, STATE OF OHIO, FOR THE PERIOD ENDING DECEMBER 31, 2021 AND DECLARING AN EMERGENCY. (STREET LEVY FUND)

BE IT RESOLVED by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The following sums are hereby appropriated from the Street Levy Fund of the City

to accounts of the City for the purposes herein described as follows: FROM: Unappropriated Street Levy Fund (Fund # 201) $3,094,433.00 TO: Interest on Bonds, Accounts of 990 (201.990.57310) $ 233,433.00 Bond Principal, Accounts of 990 (201.990.57110) $2,861,000.00 TOTAL STREET LEVY FUND $3,094,433.00

Section 2 The Finance Director is hereby authorized to draw warrants on the City Treasurer

for payments from any of the foregoing appropriations upon receiving proper certificates and vouchers therefor, approved by the Board of Officers authorized by law to approve the same, or an ordinance or resolution of the City Council to make expenditures provided that no warrants shall be drawn or paid for salaries or wages except to persons employed by authority of and in accordance with law or ordinance.

Section 3


Section 4 This resolution is declared to be an emergency measure necessary for the immediate preservation of the public health, safety and general welfare, to wit: in order to make the funds available for the interest and principal payment on the bond debt service due on December 1, 2021, shall be in full force and effect from the date of its adoption. ______________________________ Nicole Condrey, Mayor Adopted:____________ Attest:_______________________ Clerk of City Council H:\Law\leg\2021 Leg\r Supp Approp (Street Levy - Interest & Principal)


DATE: November 8, 2021 TO: Jim Palenick, City Manager FROM: Barb Bradley, Acting Finance Director

PURPOSE To request a supplemental appropriation for the Street Levy Fund (201) to pay interest and principal on the Bond Debt Service. 201.990.57310 (Interest on Bonds) – $233,433.00 201.990.57110 (Bond Principal) – $2,861,000.00 BACKGROUND and FINDINGS The City received the proceeds for the Street Levy Bonds on March 22, 2021. As has been communicated to Council previously, supplemental appropriations will be necessary from time to time to expend the bond proceeds. The second payment for the interest and principal in the amount of $3,094,433 is due December 1, 2021. FINANCIAL IMPACT The unencumbered fund balance will be reduced by $3,094,433.00. ALTERNATIVES There are no alternatives for the interest and bond payment. EMERGENCY/NON-EMERGENCY Emergency is requested so that the interest and principal payment can be made before the December 1, 2021 deadline.

Supplemental Appropriations – Street Levy Fund (201)

LEGISLATION ITEM 23


AN ORDINANCE AUTHORIZING AN AGREEMENT WITH CINCINNATI COMMERCIAL CONTRACTING TO PAY A PORTION OF THE COSTS ASSOCIATED WITH CONSTRUCTION OF SANITARY SEWER AND WATER MAINS IN MADE INDUSTRIAL PARK AND DECLARING AN EMERGENCY. WHEREAS, Cincinnati Commercial Contracting is continuing to develop the MADE Industrial Park including an extension of the roadway to accommodate the development of the Phoenix Metals facility; and WHEREAS, it is necessary for certain sanitary sewers and water mains to be extended to service this development; and WHEREAS, City has agreed to reimburse Cincinnati Commercial Contracting for the cost to extend the sanitary sewer and water mains beyond the development at a cost of $241,218.47 further described as follows:

Approximately 1,108 linear feet of 12” underground sanitary sewer main and three 48” sanitary sewer man-holes $98,032.61

Approximately 1,060 linear feet of 12” ductile iron water main and six fire hydrants $143,185.86

NOW THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

The City Manager is hereby authorized to enter into an agreement with

Cincinnati Commercial Contracting to complete the sanitary sewer and water extension to serve the development. The agreement shall be in a form approved by the City Manager and Law Director.

Section 2 For said purposes, the Finance Director is hereby authorized and directed to expend a sum not to exceed $241,218.47 to be paid as follows: $143,185.86 from the Water Capital Reserve Fund (Fund #494), which such sum is hereby appropriated to the accounts of 631 (494.631.54530), and $98,032.61 from the Sewer Capital Reserve Fund (Fund # 495), which such sum is hereby appropriated to the accounts of 631 (495.631.54540).

Section 3 It is hereby determined that the subject matter of this legislation is not of a general and permanent nature, does not provide for a public improvement, and does not assess a tax or payment. Section 4

This ordinance is declared to be an emergency measure necessary for the immediate preservation of the public health, safety and general welfare, to wit: to provide Cincinnati Commercial Contracting with the City’s commitment of funds so that the project can continue without delay, and shall take effect and be in force from and after its adoption.

______________________________Nicole Condrey, Mayor

Adopted:________________ Attest: _______________________

Clerk of the City Council H:/Law/leg/2021 Leg/O MADE Sewer & Water Utility Extension


_____________________________________________________________________________


PURPOSE

To seek authorization to reimburse Cincinnati Commercial Contracting (John Westheimer’s firm) for the costs associated with extending underground potable water and sanitary sewer mains beyond that which is necessary to serve the new Phoenix Metals facility being constructed within the MADE Industrial Park. BACKGROUND AND FINDINGS

For the better part of the last year, the City has worked with developer, John Westheimer (Cincinnati Commercial Contracting), along with Phoenix Metals to facilitate the relocation and expansion of Phoenix’ manufacturing facility in Middletown, from its existing Hook Drive location to a new, $15 Million, 156,000 sq. ft facility in an expanded portion of the MADE Industrial Park. To this end, the City Council first approved an enterprise zone property tax exemption of 75% for 10 years, and then recently authorized and facilitated the extension of MADE Industrial Drive through the third-position guarantee of City funds in backing of Special Assessment Bonds issued to finance the Roadway extension. Unfortunately, after now having completed the financing and bond placement for the extension of the MADE Industrial Drive roadway and utility extensions serving the proposed new, Phoenix Metals manufacturing facility (along with the undeveloped areas beyond), we have learned that the higher-than-expected debt financing rates have effectively caused a shortfall in the overall project budget needed to complete the project. Specifically, the Developers have encountered a “gap” of approximately $285,000 in funding needed to complete the work now underway. In looking at possible responsible ways to assist, we have determined that it would not be unreasonable for the City (and, in fact, consistent with a fairly common approach to economic development assistance to manufacturing), through the use of its Capital budgets within both the water and sewer utilities, to pay for those specific sections of both water-main, and sanitary sewer main, which represent the sections that extend beyond the actual service to Phoenix Metals, and allow for service to future additional projects. In this case, that represents a total of $143,185.86 for the water main and hydrants; and $98,032.61 for the sanitary sewer; or $241,218.47 in the aggregate.

Authorization to Reimburse Cincinnati Commercial Contracting

for Construction of Underground Water and Sanitary Sewer

Main Extensions within in the M.A.D.E. Industrial Park

In reimbursing for these actual costs, we would be paying for physical assets that will be dedicated to the City and serving additional, future economic development/job-producing facilities. Because the project has been financed as authorized and construction is underway to facilitate the expected time-frame to acommodate the Phoenix Metals move, we recommend approving these expenditures to allow the overall project Including the extensions) to continue moving forward and be completed while weather allows and, in turn, to not have to stall construction or fail to extend the actual utilities beyond the Phoenix metals site. ALTERNATIVES

The alternative would be to not pay for/reimburse the costs of the underground utility extensions which would likely result in the Developer altering their construction contract to eliminate said extensions in order to stay within budget. Then in the future, when we would look to support added manufacturers within the MADE Industrial Park along lands made accessible with the extension of the roadway, we would have to still complete the utility extensions – at much higher costs since they would no longer be worked in as a small component part of a much bigger project. FINANCIAL IMPACTS

The cost to the City’s FY2022 water capital budget for the utility extension would be $143,185.86; while the FY2022 sanitary sewer capital cost would total $98,032.61. In combination, the City would reimburse for $241,218.47 in dedicated water and sanitary sewer infrastructure improvements owned and maintained by the City. RECOMMENDATION

That the City Council formally authorize the City Manager to enter into an agreement to reimburse Cincinnati Commercial Contracting for actual costs of constructing approximately 1,108 linear feet of 12” underground sanitary sewer main, along with 3, 48” sanitary man-holes at a cost not-to-exceed $98,032.61; as well as approximately 1,060 linear feet of 12” ductile iron water-main, along with 6 fire hydrants, at a not-to-exceed cost of $143,185.86 in order to facilitate future economic recruitment of manufacturers to the MADE Industrial Park and in payment for physical infrastructure being dedicated to the City.


This is consistent with City policy to minimize financial risk to the fullest extent possible while also prioritizing economic development and job creation efforts. DEPARTMENTAL CLEARANCES

Has met any and all necessary reviews and clearances.


This is a first reading emergency in order to allow the developer the opportunity to quickly determine whether they can fulfill the existing contract to extend the utilities, or if they instead must make a decision to amend their contract to eliminate the utilities for lack of funds, since

actual construction is now underway and they are up against impending winter weather and the need to facilitate the Phoenix Metals relocation schedule.

ATTACHMENTS:

1.) Engineering take-off’s documenting cost details for utilities extended. 2.) Details of Middletown Port Authority Special Assessment Revenue Bonds.

October 27th, 2021

‘Wood’ is a trading name for John Wood Group PLC and its subsidiaries

Kelchner, Inc.50 Advanced Drive

Springboro, Ohio 45066

T: (937) 704 9890F: (937) 704 9895

***.woodplc.com

Re: Phoenix Metal Roadway Kelchner is pleased to provide the following pricing for Phoenix Metal Roadway Project. Pricing is based on the latest drawings. All quantities and prices are based on our take-offs and provided below. Pricing is based on general bid items and includes overhead, and profit. All quantities shall be reviewed upon receiving contract drawings. Scope Clarifications:

If Bond is required add 1% Pricing is based on the extensions of water and sewer that extends beyond the service to Phoenix Metals and

designed to serve additional/future projects. Pricing:

Sanitary 10 12” PVC SDR 35 Sanitary

Sewer 1,108 LF

20 48” Sanitary Manhole 3 EA Sanitary Subtotal $98,032.61 Water 30 12” DIP Mainline Water 1,060 LF 40 Fire Hydrant 6 EA Water Subtotal $143,185.86 Grand Total $241,218.47

Scope Exclusions:

• All work not specifically detailed on the pricing spreadsheets • Engineering, permitting, fees, and compaction testing. • Price escalation for Labor or Materials • Payment and Performance Bond • Handling and disposal of unforeseen objects • Gas, Communication, and Electric Work • Rock Excavation • Blasting • Hazmat Treatment/ Disposal • Landscaping

• Wrapped Seal/Chimney Seals • Aggregate under Building Pads/Pavement Areas • Building Demolition • Clearing and Grubbing • Jobsite Trailer and Utilities • Retaining Walls • Handling of other contractor spoils • Soil Drying • Soil Stabilization • Asphalt/Concrete Pavement • Tap/Connection Fees • Professional Dewatering • Import/Export

All costs for repairs to Kelchner’s work that is damaged by others will be the owner/general contractors’ responsibility. Kelchner will make the necessary repairs on a time and material basis. Under no circumstance will Kelchner be expected to collect for damages from a third party. Payment to be made every thirty days for work installed, plus materials stored on site. Past due amounts are subject to 1 and ½ percent monthly service charge. Warranty is given on all work for one year after the installation. Repairs made after warranty period will be charged on a time and material basis and billed to the owner/general contractor. The warranty period for underground pipe runs for one year beginning on the completion date of the installation. All repair costs for damages during the warranty period are the owner/general contractors responsibility. These terms and conditions are to be considered an Exhibit (whether or not they are attached) to the contract and shall over-ride any conflicting terms within the contract unless agreed otherwise in writing by both parties. Until such time as any contract is concluded between the parties, Kelchner’s standard terms and conditions as attached hereto shall govern the work, to the exclusion of any other terms and conditions which the client purports to apply, under any confirmation of order, specification or other document. The COVID-19 virus has become an international pandemic and has been designated as such by the World Health Organization. While it is too early to quantify or provide a list of the impacts Wood is likely to encounter as a result of COVID-19, it is prudent to inform you that COVID-19 is a major event that is likely to impact labor forces, supply chains, travel, and other factors outside of Wood’s control. Due to this unknown and evolving situation, the pricing and schedule set forth in this Proposal does not include any impacts COVID-19 may have on Columbus Logistics Park West Building 1. Such impacts are beyond Wood’s control. Upon Wood learning of any impacts arising from COVID-19, Wood will advise you accordingly and as appropriate, Wood will, and reserves the right to, adjust this Proposal to address any changes to cost and schedule arising from such impacts. Wood will be diligent in monitoring any effects COVID-19 may have on pricing and/or schedule of this Proposal and will endeavor to keep the General Contractor informed at all times. Respectfully submitted,

Benjamin Warman Benjamin Warman

• H1284

Oct 29, 2021 1:07 pm Prepared by Hilltop Securities Inc. (JWL)

TABLE OF CONTENTS

Middletown Port AuthorityDevelopment Revenue Bonds (Taxable), Series 2021A

(MADE Industrial Drive Project)-Final Numbers-

Report Page

Sources and Uses of Funds ............................ 1

Bond Pricing .................................. 2

Bond Summary Statistics ............................. 3

Net Debt Service ................................ 4

Cost of Issuance ................................. 6

Underwriter's Discount .............................. 7

Oct 29, 2021 1:07 pm Prepared by Hilltop Securities Inc. (JWL) Page 1





Sources:

Bond Proceeds:Par Amount 2,160,000.00

Other Sources of Funds:MADE Equity Contribution (Debt Service Reserve) 400,000.00

2,560,000.00

Uses:

Project Fund Deposits:Project Fund 1,391,684.00

Other Fund Deposits:Capitalized Interest Fund 326,376.00Debt Service Reserve Fund 280,440.00

606,816.00

Delivery Date Expenses:Cost of Issuance 131,500.00Underwriter's Discount 30,000.00

161,500.00

Other Uses of Funds:MADE Debt Service Reserve (Equity Contribution) 400,000.00

2,560,000.00


BOND PRICING



MaturityBond Component Date Amount Rate Yield Price

Term Bond:06/01/2025 30,000 4.600% 4.600% 100.00012/01/2025 30,000 4.600% 4.600% 100.00006/01/2026 30,000 4.600% 4.600% 100.00012/01/2026 30,000 4.600% 4.600% 100.00006/01/2027 30,000 4.600% 4.600% 100.00012/01/2027 35,000 4.600% 4.600% 100.00006/01/2028 35,000 4.600% 4.600% 100.00012/01/2028 35,000 4.600% 4.600% 100.00006/01/2029 35,000 4.600% 4.600% 100.00012/01/2029 35,000 4.600% 4.600% 100.00006/01/2030 35,000 4.600% 4.600% 100.00012/01/2030 35,000 4.600% 4.600% 100.00006/01/2031 40,000 4.600% 4.600% 100.00012/01/2031 40,000 4.600% 4.600% 100.00006/01/2032 40,000 4.600% 4.600% 100.00012/01/2032 40,000 4.600% 4.600% 100.00006/01/2033 40,000 4.600% 4.600% 100.00012/01/2033 45,000 4.600% 4.600% 100.00006/01/2034 45,000 4.600% 4.600% 100.00012/01/2034 45,000 4.600% 4.600% 100.00006/01/2035 45,000 4.600% 4.600% 100.00012/01/2035 45,000 4.600% 4.600% 100.00006/01/2036 50,000 4.600% 4.600% 100.00012/01/2036 50,000 4.600% 4.600% 100.00006/01/2037 50,000 4.600% 4.600% 100.00012/01/2037 50,000 4.600% 4.600% 100.00006/01/2038 50,000 4.600% 4.600% 100.00012/01/2038 55,000 4.600% 4.600% 100.00006/01/2039 55,000 4.600% 4.600% 100.00012/01/2039 55,000 4.600% 4.600% 100.00006/01/2040 60,000 4.600% 4.600% 100.00012/01/2040 60,000 4.600% 4.600% 100.00006/01/2041 60,000 4.600% 4.600% 100.00012/01/2041 60,000 4.600% 4.600% 100.00006/01/2042 65,000 4.600% 4.600% 100.00012/01/2042 65,000 4.600% 4.600% 100.00006/01/2043 65,000 4.600% 4.600% 100.00012/01/2043 70,000 4.600% 4.600% 100.00006/01/2044 70,000 4.600% 4.600% 100.00012/01/2044 350,000 4.600% 4.600% 100.000

2,160,000

Dated Date 11/10/2021Delivery Date 11/10/2021First Coupon 06/01/2022

Par Amount 2,160,000.00Original Issue Discount

Production 2,160,000.00 100.000000%Underwriter's Discount (30,000.00) (1.388889%)

Purchase Price 2,130,000.00 98.611111%Accrued Interest

Net Proceeds 2,130,000.00


BOND SUMMARY STATISTICS



Dated Date 11/10/2021Delivery Date 11/10/2021First Coupon 06/01/2022Last Maturity 12/01/2044

Arbitrage Yield 5.048923%True Interest Cost (TIC) 5.182437%Net Interest Cost (NIC) 4.687448%All-In TIC 5.801168%Average Coupon 4.600000%

Average Life (years) 15.882Weighted Average Maturity (years) 15.882Duration of Issue (years) 10.769

Par Amount 2,160,000.00Bond Proceeds 2,160,000.00Total Interest 1,578,076.00Net Interest 1,608,076.00Total Debt Service 3,738,076.00Maximum Annual Debt Service 437,710.00Average Annual Debt Service 162,113.89

Underwriter's Fees (per $1000) Average Takedown Other Fee 13.888889

Total Underwriter's Discount 13.888889

Bid Price 98.611111

Par Average Average PV of 1 bpBond Component Value Price Coupon Life change

Term Bond 2,160,000.00 100.000 4.600% 15.882 3,045.60

2,160,000.00 15.882 3,045.60

All-In ArbitrageTIC TIC Yield

Par Value 2,160,000.00 2,160,000.00 2,160,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount (30,000.00) (30,000.00) - Cost of Issuance Expense (131,500.00) - Other Amounts

Target Value 2,130,000.00 1,998,500.00 2,160,000.00

Target Date 11/10/2021 11/10/2021 11/10/2021Yield 5.182437% 5.801168% 5.048923%


NET DEBT SERVICE



CapitalizedPeriod Total Port Admin. Interest Debt Service NetEnding Principal Interest Debt Service Fee Trustee Fee Fund Reserve Fund Debt Service

12/01/2022 105,156 105,156 5,000 2,500 112,65612/01/2023 99,360 99,360 5,000 2,500 106,86012/01/2024 99,360 99,360 5,000 2,500 106,86012/01/2025 60,000 98,670 158,670 5,000 2,500 166,17012/01/2026 60,000 95,910 155,910 5,000 2,500 163,41012/01/2027 65,000 93,150 158,150 5,000 2,500 165,65012/01/2028 70,000 90,045 160,045 5,000 2,500 167,54512/01/2029 70,000 86,825 156,825 5,000 2,500 164,32512/01/2030 70,000 83,605 153,605 5,000 2,500 161,10512/01/2031 80,000 80,270 160,270 5,000 2,500 167,77012/01/2032 80,000 76,590 156,590 5,000 2,500 164,09012/01/2033 85,000 72,910 157,910 5,000 2,500 165,41012/01/2034 90,000 68,885 158,885 5,000 2,500 166,38512/01/2035 90,000 64,745 154,745 5,000 2,500 162,24512/01/2036 100,000 60,490 160,490 5,000 2,500 167,99012/01/2037 100,000 55,890 155,890 5,000 2,500 163,39012/01/2038 105,000 51,290 156,290 5,000 2,500 163,79012/01/2039 110,000 46,345 156,345 5,000 2,500 163,84512/01/2040 120,000 41,170 161,170 5,000 2,500 168,67012/01/2041 120,000 35,650 155,650 5,000 2,500 163,15012/01/2042 130,000 30,015 160,015 5,000 2,500 167,51512/01/2043 135,000 24,035 159,035 5,000 2,500 166,53512/01/2044 420,000 17,710 437,710 5,000 2,500 280,440 164,770

2,160,000 1,578,076 3,738,076 115,000 57,500 326,376 280,440 3,303,760


NET DEBT SERVICE



CapitalizedPeriod Total Port Admin. Interest Debt Service NetEnding Principal Interest Debt Service Fee Trustee Fee Fund Reserve Fund Debt Service

06/01/2022 55,476 55,476 2,500 1,250 59,22612/01/2022 49,680 49,680 2,500 1,250 53,43006/01/2023 49,680 49,680 2,500 1,250 53,43012/01/2023 49,680 49,680 2,500 1,250 53,43006/01/2024 49,680 49,680 2,500 1,250 53,43012/01/2024 49,680 49,680 2,500 1,250 53,43006/01/2025 30,000 49,680 79,680 2,500 1,250 83,43012/01/2025 30,000 48,990 78,990 2,500 1,250 82,74006/01/2026 30,000 48,300 78,300 2,500 1,250 82,05012/01/2026 30,000 47,610 77,610 2,500 1,250 81,36006/01/2027 30,000 46,920 76,920 2,500 1,250 80,67012/01/2027 35,000 46,230 81,230 2,500 1,250 84,98006/01/2028 35,000 45,425 80,425 2,500 1,250 84,17512/01/2028 35,000 44,620 79,620 2,500 1,250 83,37006/01/2029 35,000 43,815 78,815 2,500 1,250 82,56512/01/2029 35,000 43,010 78,010 2,500 1,250 81,76006/01/2030 35,000 42,205 77,205 2,500 1,250 80,95512/01/2030 35,000 41,400 76,400 2,500 1,250 80,15006/01/2031 40,000 40,595 80,595 2,500 1,250 84,34512/01/2031 40,000 39,675 79,675 2,500 1,250 83,42506/01/2032 40,000 38,755 78,755 2,500 1,250 82,50512/01/2032 40,000 37,835 77,835 2,500 1,250 81,58506/01/2033 40,000 36,915 76,915 2,500 1,250 80,66512/01/2033 45,000 35,995 80,995 2,500 1,250 84,74506/01/2034 45,000 34,960 79,960 2,500 1,250 83,71012/01/2034 45,000 33,925 78,925 2,500 1,250 82,67506/01/2035 45,000 32,890 77,890 2,500 1,250 81,64012/01/2035 45,000 31,855 76,855 2,500 1,250 80,60506/01/2036 50,000 30,820 80,820 2,500 1,250 84,57012/01/2036 50,000 29,670 79,670 2,500 1,250 83,42006/01/2037 50,000 28,520 78,520 2,500 1,250 82,27012/01/2037 50,000 27,370 77,370 2,500 1,250 81,12006/01/2038 50,000 26,220 76,220 2,500 1,250 79,97012/01/2038 55,000 25,070 80,070 2,500 1,250 83,82006/01/2039 55,000 23,805 78,805 2,500 1,250 82,55512/01/2039 55,000 22,540 77,540 2,500 1,250 81,29006/01/2040 60,000 21,275 81,275 2,500 1,250 85,02512/01/2040 60,000 19,895 79,895 2,500 1,250 83,64506/01/2041 60,000 18,515 78,515 2,500 1,250 82,26512/01/2041 60,000 17,135 77,135 2,500 1,250 80,88506/01/2042 65,000 15,755 80,755 2,500 1,250 84,50512/01/2042 65,000 14,260 79,260 2,500 1,250 83,01006/01/2043 65,000 12,765 77,765 2,500 1,250 81,51512/01/2043 70,000 11,270 81,270 2,500 1,250 85,02006/01/2044 70,000 9,660 79,660 2,500 1,250 83,41012/01/2044 350,000 8,050 358,050 2,500 1,250 280,440 81,360

2,160,000 1,578,076 3,738,076 115,000 57,500 326,376 280,440 3,303,760


COST OF ISSUANCE




Port Authority 13.88889 30,000.00Bond Counsel / Port Authority Counsel 16.20370 35,000.00Developer Financial Advisor 13.88889 30,000.00M.A.D.E. 12.96296 28,000.00MADE Counsel 3.47222 7,500.00Trustee Upfront Fee 0.46296 1,000.00

60.87963 131,500.00


UNDERWRITER'S DISCOUNT



Underwriter's Discount $/1000 Amount

Placement Agent Fee 13.88889 30,000.00

13.88889 30,000.00

LEGISLATION ITEM 24

ORDINANCE NO. O2021-114 AN ORDINANCE AUTHORIZING AN AMENDMENT OF ORDINANCE NO. O2021-37 WHICH AUTHORIZED A LAND SWAP AND DEVELOPMENT AGREEMENT WITH DICKIE D. BRANDON, TRUSTEE OF THE O.L.C. REVOCABLE LAND TRUST, DICKIE BRANDON AND PHILLIP BRANDON. WHEREAS, on May 4, 2021, City Council adopted Ordinance No. O2021-37, authorizing a land swap and development agreement with Dickie D. Brandon, Trustee of the O.L.C. Revocable Land Trust, Dickie Brandon and Phillip Brandon for various parcels in the City; and WHEREAS, after City Council approved the ordinance and further due diligence by the builders, it was determined that the two City lots to be transferred were not buildable because the location of energy lines on the land did not allow for digging or building on the properties; and WHEREAS, staff has continued working with the builders to identify two alternate City lots that would be appropriate for this project; NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

Section 1 of Ordinance No. O2021-37, is amended to read in full as follows:

“The City Manager is hereby authorized to enter into a Development Agreement with Dickie D. Brandon, Trustee of the O.L.C. Revocable Land Trust, Dickie Brandon and Phillip Brandon and to swap 2119 Roosevelt Boulevard and parcel number Q6542054000051 located on Bonita Drive with City parcels located at 1605 Lamberton Street and 815 Maple Street. The Development Agreement shall state that the Brandon’s will build homes at 1605 Lamberton Street and 815 Maple Street within 18 months of the properties being transferred. The homes must be listed with a Middletown realtor and sold to a homeowner. If the Brandon’s fail to complete the new construction or the terms of the Development Agreement, they will be obligated to pay the City the sum of $2,500.00. The Development Agreement shall be in a form approved by the City Manager and the Law Director.”

Section 2

It is hereby determined that the subject matter of this legislation is not of a

general and permanent nature, does not provide for a public improvement, and does

not assess a tax or payment.

Section 3

This ordinance shall take effect and be in force at the earliest time permitted by law.


1st Reading:_______________ 2nd Reading:_______________ Adopted: _________________ Effective:_________________

Attest:_____________________________ Clerk of the City Council

H:/Law/leg/2021 Leg/O Amend Land Swap & Development Agreement with Brandons

LEGISLATION ITEM 25

ORDINANCE NO. O2021-115 AN ORDINANCE ESTABLISHING A PROCEDURE FOR AND AUTHORIZING A CONTRACT WITH NEIGHBORHOOD HOUSING SERVICES OF HAMILTON, INC. FOR IMPLEMENTATION OF A FIRST-TIME HOMEBUYER ASSISTANCE PROGRAM.

BE IT ORDAINED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that: Section 1

The City Manager, without complying with the procedures of Chapter 735 of the Revised Code, shall enter into a contract with Neighborhood Housing Services of Hamilton, Inc. for implementation of a first-time homebuyer assistance program in a form substantially similar to Exhibit “A”, attached hereto. Section 2

For said purposes, the Finance Director is hereby authorized and directed to expend a sum not to exceed $200,000.00 from the Home Program Fund (Fund # 254). The City pays Neighborhood Housing Services of Hamilton, Inc. and the City is reimbursed for those costs by HOME funds from Butler County. Section 3

City Council hereby determines that the procedure to be followed in the award and execution of the aforesaid contract shall consist solely of the procedure set forth in this Ordinance and the provisions of Chapter 735 of the Revised Code shall not be applicable to the award and execution of the aforesaid contract.

Section 4

It is hereby determined that the subject matter of this legislation is not of a general

and permanent nature, does not provide for a public improvement, and does not assess a tax or payment. Section 5 This ordinance shall take effect and be in force at the earliest time permitted by law. ___________________________ Nicole Condrey, Mayor 1st Reading:__________ 2nd Reading:__________ Adopted:____________ Effective:____________

Attest:____________________ Clerk of the City Council

H:/Law/leg/2021 Leg/O NHS First Time Homebuyer Program

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Exhibit "A"

LEGISLATION ITEM 26

ORDINANCE NO. O2021-99 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A SMALL BUSINESS GRANT AGREEMENT WITH OHIO SODA, LLC.

WHEREAS, Ohio Soda, LLC is renovating five commercial units and 10 one-bedroom residential units at 1700 Central Avenue; and

WHEREAS, the City is interested in providing an incentive for the small business

to continue to diversify and grow at this location; and NOW, THEREFORE, BE IT ORDAINED, by City Council of the City of

Middletown, Butler/Warren Counties, Ohio, that:

Section 1

The City Manager is hereby authorized to enter into a small business grant agreement with Ohio Soda, LLC. The agreement shall be in a form substantially similar to Exhibit “A”, attached hereto.

Section 2 For said purposes, the Finance Director is hereby authorized to pay a sum not to exceed $40,000.00 from the Property Development Fund (Fund # 499).

Section 3

This ordinance shall take effect and be in force at the earliest time permitted by law. ___________________________ Nicole Condrey, Mayor 1st Reading:__________ 2nd Reading:__________ Adopted:____________ Effective:____________

Attest:____________________ Clerk of the City Council H:/Law/leg/2021 Leg/O Ohio Soda Small Business Grant

Exhibit “A”

SMALL BUSINESS GRANT AGREEMENT THIS SMALL BUSINESS GRANT AGREEMENT (the “Agreement”) is made and entered into this ___ day of __________________, 2021, by and between the City of Middletown, an Ohio municipal corporation (the “City”), and Ohio Soda, LLC, an Ohio corporation, (“Grantee”). The City and the Grantee are collectively referred to herein as the "Parties".

RECITALS

WHEREAS, as authorized in Article VIII, Section 13 of the Ohio Constitution and pursuant to Ordinance No. O2021-____ (the “Approval Ordinance”), the City has offered to provide the Grantee with a small business grant consistent with the City’s goal of encouraging the development and maintenance of commercial and industrial businesses within the City and to provide for the creation of jobs and employment opportunities within the City; and WHEREAS, the Grantee has accepted the City’s offer to provide a small business grant and has agreed to enter into this Agreement, which sets forth the Grantee’s respective rights and obligations concerning the payment of such grant. NOW, THEREFORE, the Parties covenant, agree and obligate themselves as follows:

Section 1. Terms of the Grant. The City shall provide to the Grantee a single small business grant in an amount not to exceed $40,000.00 (the “Grant”), which the Grantee shall receive as reimbursement for building improvements made at 1700 Central Avenue in Middletown, Ohio (the “Premises”). By accepting the Grant, the Grantee agrees to meet certain objectives as set forth in Section 3 below (the “Grant Objectives”). Upon completion of the Project, Grantee shall submit to the City all invoices and receipts for work performed. A City representative will complete a walk-through of the improvements. If the City determines, in its sole discretion, that Grantee has fully complied with the terms and conditions of this Agreement, the City shall reimburse Grantee for expenses up to the full amount of the Grant.

Section 2. City's Obligation to Make Payments Not Debt: Payments Limited to Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the general credit or taxes levied by the City, and the Grantee shall have no right to have excises or taxes levied by the City, the State or any other political subdivision of the State for the performance of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution, any payments required to be made by the City pursuant to this Section 2 shall be payable solely from the City's non-tax revenues. Further, the obligation of the City to make such payments pursuant to this Agreement shall be in accordance with the Approval Ordinance and subject to certification by the Finance Director of the City as to the availability of such non-tax revenues.

Section 3. Grant Objectives. In consideration of the City’s agreement to provide the Grant to the Grantee, the Grantee hereby agrees to meet and maintain the following objectives and conditions (collectively, the “Grant Objectives”):

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(a) The Grantee is committed to investing at least $744,000.00 into the renovation of

the Premises. The renovation will include 10 one bedroom apartments and five commercial store fronts.

(b) The project must be completed within six months after execution of this agreement. (c) At least $10,000.00 or 25% of the total grant received shall be used for façade

improvements. (d) The renovations to the apartments shall include flooring, fixtures and appliances

in-line with higher-end market rate apartments. (e) The Grantee shall be solely responsible for securing all necessary permits and

approvals to perform the Project, including, but not limited to, those related to the zoning, building, health and fire codes. Grantee must obtain the requisite building, zoning and occupancy certificates following completion of the Project, and provide the City with evidence of the same. Prior to the City’s reimbursement of Grant funds pursuant to Section 1 above, Grantee must have had a final walk through inspection and received a final Certificate of Occupancy.

(e) The Grantee must actively market any vacant commercial and residential space

using online listings and temporary window signage as permitted in Section §1220.09 Temporary Signs of the Middletown Codified Ordinances.

(f) The Grantee must maintain “market rate” rents for the 15 units. (g) The business and/or property owner must be properly licensed to operate within the

City of Middletown, Ohio, Butler or Warren County where applicable, and State of Ohio, and the property must meet all City of Middletown zoning requirements, and meet all local and state building, health, and fire code requirements where applicable.

(h) Grantee can oversee the entire construction process; however, professional contractors must be used, and work cannot be done “in house” using Grantee’s own employees.

Section 5. Miscellaneous.

(a) (1) Grantee hereby certifies that at the time this Agreement is executed, Grantee does not owe any delinquent real or tangible personal property taxes to the State of Ohio or any taxing authority thereof, and does not owe delinquent taxes for which Grantee is liable under Chapters 5733, 5735, 5739, 5741, 5743, 5747, and 5753. of the Ohio Revised Code. Alternatively, if such delinquent taxes are owed, Grantee certifies that: (i) it is currently paying the delinquent taxes pursuant to an agreement with the State of Ohio or an agent or instrumentality thereof; (ii) it has filed a petition in bankruptcy under 11 U.S.C.A. 101, et. seq.; or (iii) a petition in bankruptcy under 11 U.S.C.A. 101 et. seq. has been filed against Grantee. For the purposes of the certification, delinquent taxes are taxes that remain unpaid on the latest day prescribed for payment without penalty under the Revised Code.

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(2) Grantee hereby certifies that it does not owe: (i) any moneys to the State of Ohio or any agency thereof for the administration or enforcement of any environmental laws of the State; or (ii) any other moneys (excepting taxes specified in Section (5)(a)(1) above) to the State, a state agency or a political subdivision of the State that are past due, whether the amounts owed are being contested in a court of law or not.

(b) Notices. Except as otherwise specifically set forth in this Agreement, all notices, demands, requests, consents or approvals given, required or permitted to be given hereunder shall be in writing and shall be deemed sufficiently given if actually received or if hand-delivered or sent by a recognized, overnight delivery service or by certified mail, postage prepaid and return receipt requested, addressed to the other party at the address set forth in this Agreement or any addendum to or counterpart of this Agreement, or to such other address as the recipient shall have previously notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to have been received when the return receipt is signed or refused. For purposes of this Agreement, Notices shall be addressed to: (i) If to the City: City of Middletown, Ohio

One Donham Plaza Middletown, Ohio 45042 Attention: Chris Xeil Lyons, Economic Development Director

(ii) If to the Grantee: Ohio Soda, LLC

________________________________

________________________________

Attn: ___________________________

The Parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent.

(c) Extent of Provisions: No Personal Liability. All rights, remedies, representations, warranties, covenants, agreements and obligations of the City under this Agreement shall be effective to the extent authorized and permitted by applicable law. No representation, warranty, covenant, agreement, obligation, or stipulation contained in this Agreement shall be deemed to constitute a representation, warranty, covenant, agreement, obligation or stipulation of any present or future official, member, officer, agent or employee of the City or the Grantee in other than his or her official capacity. No official executing or approving the City's or the Grantee’s participation in this Agreement shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the issuance thereof.

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(d) Successors. This Agreement shall be binding upon and inure to the benefit of the

Grantee and its successors and assigns.

(e) Amendments. This Agreement may only be amended by a written instrument executed by both Parties.

(f) Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts.

(g) Severability. In case any section or provision of this Agreement, or any covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application thereof, is held to be illegal or invalid for any reason: (i) that illegality or invalidity shall not affect the remainder hereof or thereof,

any other section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof, made, assumed, entered into, or taken, all of which shall be construed and enforced as if the illegal or invalid portion were not contained herein or therein;

(ii) the illegality or invalidity of any application hereof or thereof shall not

affect any legal and valid application hereof or thereof; and (iii) each section, provision, covenant, agreement, obligation or action, or part

thereof shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the fullest extent permitted by law.

(h) Captions. The captions and headings in this Agreement are for convenience only

and in no way define, limit or describe the scope or intent of any provisions or sections of the Agreement.

(i) Governing Law and Choice of Forum. This Agreement shall be governed by and constructed in accordance with the laws of the State of Ohio or applicable federal law. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and the Grantee, its employees and agents, arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within Butler County, Ohio.

{REMAINDER OF PAGE INTENTIONALLY BLANK}

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IN WITNESS WHEREOF, the City and the Grantee have caused this Agreement to be executed in their respective names by their duly authorized representatives, all as of the date first written above.

CITY OF MIDDLETOWN OHIO SODA, LLC

By______________________________ By______________________________ James M. Palenick City Manager Name___________________________

Approved as to form: Title____________________________

_________________________ Law Director

S T A F F R E P O R T For the business meeting of October 19, 2021

_____________________________________________________________________________ DATE: September 23, 2021 TO: Jim Palenick, City Manager FROM: Chris Xeil Lyons, Economic Development Director PREPARED BY: Alaina Geres, Economic Development Program Manager

PURPOSE To authorize a small business grant in the amount of $40,000 to assist with building improvements for the renovation of 5 commercial units and 10 (1-bedroom) residential units at 1700 Central Avenue in Middletown. BACKGROUND AND FINDINGS Ohio Soda LLC bought the apartment building at 1700 Central Avenue. They plan to renovate the entire building, including 5 commercial units and 10 (1-bedroom) residential units. Ohio Soda is investing $744,000 and the project will create 10-15 jobs, with each commercial unit creating 2-3 jobs each. The project will be complete by 6-months after execution of the development agreement. Financing will go towards the building improvements, with 25% being earmarked for façade improvements. See attached agreement. ALTERNATIVES 1. Offer less 2. Offer more 3. Offer nothing Staff does not recommend any of these alternatives. This project falls in line with the City’s vision for redeveloping the downtown. FINANCIAL IMPACTS $40,000 – 499.990.52811 – Small Business Assistance NON-EMERGENCY / EMERGENCY Non-emergency.

Small Business Grant – Ohio Soda LLC

LEGISLATION ITEM 27


A RESOLUTION AUTHORIZING AN AGREEMENT GRANTING TAX ABATEMENT TO OHIO SODA, LLC FOR REDEVELOPMENT OF 1700 CENTRAL AVENUE IN THE DOWNTOWN MIDDLETOWN COMMUNITY REINVESTMENT AREA. WHEREAS, the City of Middletown has created a Community Reinvestment Area (CRA) in downtown Middletown in accordance with Chapter 3735 of the Ohio Revised Code, and by Resolution No. R2010-19 and as amended by Ordinance No. O2010-87; and WHEREAS, Ohio Soda, LLC has proposed to redevelop the property located at 1700 Central Avenue, which is located in the CRA, and has applied for an abatement of real property tax in accordance with the applicable laws and ordinances; and WHEREAS, the application has been received and investigated by the City and City Council has determined that the remodeling and redevelopment of the existing property constitutes a residential and commercial project with a public purpose for which tax abatements may be granted and has further determined that the project meets the goal of establishing commercial activity in the CRA; and

WHEREAS, the Middletown City School District has waived any notice requirements under Ohio Revised Code Section 3735.671 and approved this tax exemption by the Comprehensive School Compensation Agreement between the Middletown City School District and the City of Middletown dated November 30, 2015; and

WHEREAS, the City provided notification to the Middletown City School District

of the residential nature of this tax abatement on or about October 8, 2021; and WHEREAS, Butler Technology and Career Development School District was

provided the required notice in accordance with Ohio Revised Code Section 5709.83 on or about October 8, 2021; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

Based on the aforesaid review and investigation of the application, City Council hereby finds and determines that Ohio Soda, LLC is qualified by financial responsibility and business experience to create and preserve employment opportunities in the Downtown Middletown Community Revitalization Area as designated by the City Council, and to improve the economic climate of the City. City Council also finds and determines that the aforesaid application submitted by Ohio Soda, LLC describing the proposed project complies with the requirements of Ohio Revised Code Chapter 3735

and Middletown Resolution No. R2010-19 as amended by Ordinance No. O2010-87, and is satisfactory to the City, and which application is hereby approved.

Section 2

City Council hereby authorizes the City Manager to enter into an agreement, pursuant to Ohio Revised Code Section 3735.671, with Ohio Soda, LLC. The agreement shall be in a form substantially similar to Attachment “1”, attached hereto.

Section 3

City Council further authorizes the tax abatement in the amount of one hundred percent (100%) for a period up to 12 years in duration as a commercial property designated under Resolution No. R2010-19, as amended by Ordinance No. O2010-87.

Section 4

City Council hereby authorizes and directs the City Manager, Law Director and

Economic Development Director to take such additional steps, provide such information and certifications to the State of Ohio and Ohio Soda, LLC as are necessary and appropriate to carry out and implement the terms and conditions of the aforesaid agreement. Section 5

It is found and determined that all formal actions of this City Council concerning and relating to the passage of this ordinance were adopted in an open meeting of this City Council, and that all deliberations of this City Council and any of its committees that resulted in such formal actions, were in meetings open to the public, in compliance with all legal requirements, including Revised Code Section 121.22.

Section 6

This resolution shall take effect and be in force from and after the earliest period allowed by law.

___________________________ Nicole Condrey, Mayor 1st Reading: ____________ 2nd Reading: ___________ Adopted: ______________ Effective: ______________

Attest:_________________________ Clerk of the City Council

H:/Law/leg/2021 Leg/r CRA – Ohio Soda, LLC

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COMMUNITY REINVESTMENT AREA AGREEMENT

This Community Reinvestment Area Agreement (this “Agreement”) is made and entered into as of _____________________, 202___ (the “Effective Date”) by and among the CITY OF MIDDLETOWN, OHIO (the “City”), a municipal corporation in the State of Ohio (the “State”), through the City of Middletown City Council (the “Council”), and OHIO SODA, LLC, a limited liability company, with a business address at 617 Wooster Pike, Terrace Park, Ohio 45174 (“Developer”). WITNESSETH:

WHEREAS, the City desires to pursue all reasonable and legitimate incentive measures to assist, encourage and stimulate development in specific areas of Butler County (the “County”) that have not enjoyed sufficient reinvestment from remodeling or new construction; and WHEREAS, the City, by Resolution No. R2010-19, adopted by the Council on July 20, 2010 and Ordinance No. O2010-87, adopted by the Council on December 21, 2010, (collectively hereinafter “the Legislation”) designated the area specified in the Legislation as the Downtown Middletown Community Reinvestment Area (the “CRA”) pursuant to Ohio Revised Code (“R.C.”) Sections 3735.65 through 3735.70 (the “CRA Act”), and authorized a real property tax exemption for the remodeling of existing structures in the CRA in accordance with the CRA Act; and WHEREAS, the Developer acquired or intends to acquire the real property contained within the City and the CRA, described in Exhibit A attached hereto (the “Project Site”); and WHEREAS, the Developer has submitted to the City an application for a community reinvestment area agreement (the “Application”), a copy of which is attached hereto as Exhibit B; and WHEREAS, the Developer proposes to establish on all or a portion of the Project Site 10 one bedroom apartments and five commercial storefronts, as described in the Application (collectively, the “Project”) (each individual building within the Project, with its related site improvements, may be referred to hereinafter from time to time as a “Building”), provided that the appropriate development incentives are available to support the economic viability of the Project; and

WHEREAS, the Developer does not anticipate that it will equip or occupy any portion of the Project Site or any Buildings or hire employees at the Project Site; rather, the Developer intends to transfer applicable portions of the Project Site upon which a Building is located or parts thereof to one or more transferees by lease, sale and/or other means of transfer (the Developer and such transferees other than by lease, together with any successors and assigns, collectively or singly, as the context requires, may be referred to hereinafter from time to time as an “Owner” or the “Owners”); each such transfer other than by lease may be made pursuant to a

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ATTACHMENT "1"

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certain assignment and assumption agreement as described more fully in Section 16 hereof in order to bind each Owner to and under this Agreement; and WHEREAS, the Developer has remitted or shall remit with the Application the required State of Ohio application fee of $750.00, made payable to the Ohio Department of Development, to be forwarded with this Agreement, and has paid any applicable local fees; and WHEREAS, pursuant to R.C. Section 3735.67(A) and in conformance with the format required under R.C. Section 3735.671(B), the City and the Developer desire to formalize their agreement with respect to matters hereinafter contained; and

WHEREAS, the Project Site is located in the Middletown City School District (the “Local School District”) and the City has delivered notice of the proposed approval of this Agreement to the Local School District, pursuant to a Comprehensive School Compensation Agreement between the City and the Local School District dated as of November 30, 2015 (the “Abatement Agreement”) and R.C. Sections 3735.671 and 5709.83; and

WHEREAS, the Project Site is also located in the Butler Technology and Career Development School District (“Butler Tech”), and the City has delivered notice of the proposed approval of this Agreement to the Board of Education of Butler Tech in accordance with R.C. Sections 3735.671 and 5709.83, or the Board of Education of Butler Tech has waived such notice, and has been given a copy of the Application and a draft of this Agreement; and WHEREAS, pursuant to R.C. Section 3735.671 and the terms of the Abatement Agreement, the Board of Education of the Local School District has (i) approved the terms of this Agreement, including the one hundred percent (100%) real property tax exemption for twelve (12) years; (ii) waived its rights to receive the forty-five (45) day and fourteen (14) day notices under R.C. Sections 3735.671 and 5709.83; and (iii) consented to the approval and execution of this Agreement; and WHEREAS, as a condition of the Local School District’s approval of this Agreement, the Local School District and the Developer have entered into a School District Donation Agreement dated as of [________] (the “Donation Agreement”), providing for the Developer’s compensation of the Local School District; and WHEREAS, the Council, by Ordinance No. [________] adopted on [________] (the “Approving Ordinance”), has approved the terms of this Agreement and authorized its execution on behalf of the City; and WHEREAS, the parties recognize that the exact legal and financing structure used by the Owners in developing, equipping and operating the Project may include additional legal entities and may evolve prior to and during the operation of the Project; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and the benefit to be derived by the parties from the execution hereof, the receipt and sufficiency of which are hereby acknowledged, the parties herein agree as follows:

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1. Project. The cost of the investments to be made in connection with the Project by the Owners is estimated to exceed $700,000 (exclusive of any amounts for acquisition of machinery and equipment, furniture and fixtures, and inventory) to contain, cumulatively, up to approximately [________] square feet of space. The estimates provided in this Section are good faith estimates provided pursuant to R.C. Section 3735.671(B) and shall not be construed in a manner that would limit the amount or term of the tax exemptions provided in this Agreement. The parties recognize that the costs associated with the Project may increase or decrease significantly. The parties also recognize that costs do not necessarily equal otherwise taxable value.

2. Values of Personal Property. The value for Ohio personal property tax purposes of the non-inventory personal property of the Developer that is located at another location in Ohio prior to the execution of this Agreement and that is to be relocated from that location to the Project Site is $0. The value for Ohio personal property tax purposes of the non-inventory personal property of the Developer located at the Project Site prior to the execution of this Agreement is $0. The average value for Ohio personal property tax purposes of the inventory of the Developer held at another location in Ohio prior to the execution of this Agreement and to be relocated from that location to the Project Site is $0. The average value for Ohio personal property tax purposes of the inventory of the Developer at the Project Site prior to the execution of this Agreement is $0.

3. Project Schedule. The scheduled estimated starting month for the Project investments

to made in building, machinery, equipment, furniture, fixtures and/or inventory is approximately August 2021 and the scheduled estimated completion month for such investments is no later than approximately January 2022. The estimates provided in this Section are good faith estimates provided pursuant to R.C. Section 3735.671(B) and shall not be construed in a manner that would limit the amount or term of the tax exemptions provided in this Agreement, other than as those tax exemptions are limited in Sections 6 of this Agreement.

4. Employee Positions. The Owners estimate that there will be created at the Project Site in multiple phases, cumulatively, approximately one full-time permanent employee position with an aggregate annual payroll of approximately $0 upon full build-out of the Project and zero part-time or temporary positions. Hiring of such employees is estimated to commence in [________] and to continue incrementally over the succeeding [___] years. Currently, the Owners have 0 employees at the Project Site; therefore, no employee positions will be retained by the Owners in connection with the Project. The Developer has [_____] employees in Ohio. The estimates provided in this Section 4 are good faith estimates provided pursuant to R.C. Section 3735.671(B) and shall not be construed in a manner that would limit the amount or term of the tax exemptions provided in this Agreement. The parties recognize that the employment and payroll estimates associated with the Project may increase or decrease.

5. Provision of Information. Each Owner shall provide to the proper tax incentive review council (the “TIRC”) any information reasonably required by the TIRC to evaluate the compliance of such Owner with the Agreement, including returns or annual reports of such Owner filed pursuant to R.C. Section 5711.02 (if any) if requested by the TIRC.

6. Real Property Tax Exemption. The City hereby grants a twelve (12) year, 100% real property tax exemption pursuant to R.C. Section 3735.67 for the assessed value of new structures

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at the Project Site and a twelve (12) year, 100% real property tax exemption pursuant to R.C. Section 3735.67 for the increase in the assessed value attributable to remodeling at the Project Site. For each separately identifiable real property improvement, the exemption commences the first year such real property improvement would first be taxable were that property not hereby exempted from taxation. No exemption shall commence after tax year [____] (i.e., tax lien date January 1, [____]) nor extend beyond tax year [____] (i.e., tax lien date January 1, [____]). In addition, no exemption for remodeling of a particular building may extend beyond the twelve (12) year exemption term for construction of that building. Although exemption under this Agreement for any separately identifiable real property improvement lasts for only twelve (12) years at the most, the real property exemption period for the Project as a whole is expected to last more than fifteen (12) years. The exemptions set forth in this Section shall apply irrespective of whether the real property is owned by an Owner, or, in accordance with Section 16 of this Agreement, Section 20 of this Agreement, or both Sections 16 and 20 of this Agreement, by another entity or other entities. The Developer hereby acknowledges that the real property tax exemption granted to the Developer herein is contingent upon the Developer entering into and performing all of its obligations under the Donation Agreement.

7. Application for Exemption. The Owners acknowledge that the tax exemption with respect to each real property improvement is subject to the filing of a real property tax exemption application with the Housing Officer designated by the City for the CRA, following the completion of construction of that real property improvement. The City agrees that upon receipt of the real property tax exemption application, the Housing Officer shall certify the tax exemption to the Butler County Auditor.

8. Payment of Non-Exempt Taxes.

A. Each Owner shall pay such taxes and real property taxes as are not exempted under this Agreement or otherwise exempted and are charged against such Owner’s property and shall file all tax reports and returns as required by law in connection therewith. If an Owner fails to pay such taxes or file such returns and reports, and such failure is not corrected within thirty (30) days of written notice thereof to such Owner, all exemptions from taxation granted under this Agreement with respect to property of such Owner are rescinded beginning with the year for which such unpaid taxes are charged or such unfiled reports or returns are required to be filed and thereafter. Any such rescission, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to property of Owners other than such defaulting Owner(s). For purposes of this Section 8, “taxes” means all real property taxes, service payments in lieu of taxes, general and special assessments, and any other governmental charges validly levied or assessed against any Parcel.

B. Each Occupant (defined below) shall pay such City municipal income taxes as are levied against such Occupant and shall file all tax reports and returns as required by law in connection therewith. “Occupant” includes any person having a right to occupy or regularly use all or any portion of any Building, whether such right to occupy or regularly use all or any portion of any Building arises under any lease, license, or other agreement, and whether any such right is granted by an Owner or by any other Occupant, including, but not limited to, third-party logistics companies, but does not include persons that provide limited services to an Owner or an Occupant, such as security guard companies, janitorial service companies and

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consulting service companies. If an Occupant fails to pay such taxes or file such returns and reports, and such a failure is not corrected by the Occupant or the Owner within ninety (90) days of written notice thereof to such Occupant and to the Owner of the Building (with such notice redacted to the extent necessary to protect confidential information of the Occupant), all exemptions from taxation granted under this Agreement with respect to the Building occupied by such Occupant may be rescinded beginning with the year for which such unpaid taxes are charged or such unfiled reports or returns are required to be filed and thereafter, subject to reinstatement as set forth below. Any such rescission, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to Buildings occupied by Occupants other than such defaulting Occupant. For Buildings occupied by more than one Occupant, any exemption rescinded pursuant to this Section shall only be rescinded for that portion of the Building occupied by the Occupant in violation of this Section (“Partial Rescission”). The remaining portion of the Building shall continue to receive any such exemptions granted pursuant to this Agreement. This Partial Rescission shall be effectuated pursuant to R.C. Section 5713.04, which permits parcels to be split-listed when only a portion is exempt from property tax. Upon the completion of the occupancy of a Building by an Occupant that defaulted under this Section, the Owner of the Building may apply for reinstatement of the exemption for the Building, which reinstatement shall not be unreasonably denied, delayed or conditioned by the City. Payment of the Occupant’s past-due City income taxes, penalties or interest, if any, shall not be a condition for reinstatement of the exemption.

In addition, each Owner agrees to cause each Occupant of each such Owner’s Buildings to provide such information, in such content, detail, and format as shall be reasonably determined by the City, that may be required by the City to enforce its municipal income tax laws, including its obligations to account for and share income tax revenue with any other entity. Each Owner shall include in any lease, license, or any other agreement with any Occupant an acknowledgment of this obligation. Each Owner acknowledges that failure by an Occupant to provide such information may be grounds for modification or termination of the exemptions granted under this Agreement with respect to the portion of any Building occupied by a defaulting Occupant, after the City first provides ninety (90) days’ written notice to the Occupant and the Owner in the manner set forth above.

9. Cooperation of the City. The City shall perform such acts as are reasonably necessary or appropriate to approve, effect, claim, reserve, preserve and maintain the exemptions from taxation granted under this Agreement including, without limitation, joining in the execution of all documentation and providing any necessary certificates required in connection with such exemptions. The City shall give its fullest cooperation in the development of the Project, including, but not limited to: (i) the review, processing and approval of all building, zoning or other permits, and (ii) all other activities related to the Project.

10. Revocation of CRA. If for any reason the City revokes or purports to revoke the designation of the CRA, entitlements granted under this Agreement shall continue for the number of years specified in this Agreement, unless an Owner materially fails to fulfill its obligations under this Agreement and such failure is not corrected within thirty (30) days of written notice thereof to such Owner, and consequently, the City terminates or modifies the exemptions from taxation granted in this Agreement with respect to property of such Owner from the date of the material failure. Any such termination or modification, as provided in this Section, shall have no effect on

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exemptions from taxation granted in this Agreement with respect to property of Owners other than such defaulting Owner(s). Except for any amendment, revocation, modification, suspension or termination otherwise permitted under this Agreement, the City agrees that it will not amend or revoke the CRA designation as to the Project Site, or modify the incentives available under that designation for the Project Site, prior to [____].

11. Certification as to No Delinquent Taxes. The Developer hereby certifies for itself that at the time this Agreement is executed, (i) it does not owe any delinquent real or tangible personal property taxes to any taxing authority of the State and does not owe delinquent taxes for which it is liable under Chapter 5733, 5735, 5739, 5741, 5743, 5747, or 5753 of the Revised Code, or, if such delinquent taxes are owed, it is currently paying the delinquent taxes pursuant to an undertaking enforceable by the State or an agent or instrumentality thereof, (ii) it has not filed a petition in bankruptcy under 11 U.S.C.A. 101, et seq., and (iii) no such petition has been filed against it. For the purposes of this certification, delinquent taxes are taxes that remain unpaid on the latest day prescribed for payment without penalty under the chapter of the Ohio Revised Code governing payment of those taxes. Each Owner shall make the same certification as that made by the Developer in this Section 11 in any Assignment and Assumption Agreement.

12. Termination, Suspension or Modification Upon Default. If an Owner materially fails to fulfill its obligations of investment and project schedule under this Agreement and such failure is not corrected within thirty (30) days of written notice thereof to such Owner (provided, however, that such opportunity to cure such default shall not, under any circumstance, and notwithstanding anything to the contrary in this agreement, toll or otherwise suspend any obligation of any Owner or Occupant to pay any non-exempt taxes, real property taxes, or municipal income taxes), or if the City determines that the certification as to delinquent taxes required by this Agreement is fraudulent, the City may terminate, suspend or modify the exemptions from taxation granted under this Agreement with respect to property of the Owner which is in such default or which has made such fraudulent certification, from the date of the material failure. Any such termination, suspension or modification, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to property of Owners other than such defaulting Owner(s). Moreover, in recognition of the mutual benefit to be secured from providing exemptions to Owners, which will enable Owners to sell or lease buildings to entities that will cause the creation or retention of employment positions within the City, the City shall limit any termination, suspension or modification so as to limit the effect of the termination, suspension or modification to the Owner or entity primarily responsible for the material failure.

13. Approval by the City. The Owners and the City acknowledge that this Agreement must be approved by formal actions of the legislative authority of the City as a condition for this Agreement to take effect. This Agreement takes effect upon such approval. Because this Agreement was approved on [________] by the Approving Ordinance, this Agreement shall be effective immediately upon its execution.

14. Non-Discriminatory Hiring. By executing this Agreement, the Owners are committing to following non-discriminating hiring practices, acknowledging that no individual may be denied employment solely on the basis of race, religion, sex, disability, color, national origin, or ancestry.

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15. Revocation of Exemptions. Exemptions from taxation granted under this Agreement shall be revoked with respect to an Owner if it is determined that such violating Owner, any successor enterprise to such violating Owner, or any related member of such violating Owner (as those terms are defined in division (E) of Section 3735.671 of the Ohio Revised Code) has violated the prohibition against entering into the Agreement under Division (E) of Section 3735.671 or Section 5709.62 or 5709.63 of the Ohio Revised Code prior to the time prescribed by that division or either of those sections. Any such revocation, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to property of Owners other than such violating Owner(s).

16. Transfer and/or Assignment; Release from Liability. Except as provided below, this Agreement and the benefits and obligations thereof are not transferable or assignable without the express, written approval of the City, which approval shall not be unreasonably withheld or delayed. The City hereby approves the transfer and/or assignment of this Agreement and the benefits and obligations hereof to any entity controlling, controlled by, or under common control with the Developer and (i) in which the Developer has at least 50% direct or indirect ownership; (ii) that has at least 50% direct or indirect ownership of the Developer; or (iii) that shares at least 50% direct or indirect common ownership with the Developer (a “Developer Transferee”). The City shall retain the right to consider the approval of the transfer and/or assignment of this Agreement and the benefits and obligations hereof, which approval shall not be unreasonably withheld or delayed, to any person or entity other than the Developer or a Developer Transferee, which is a transferee by lease, sale and/or other means of transfer of all or any part of a Building or the Project Site (a “Third-Party Transferee”) (such transferred property may be referred to hereinafter as the “Transferred Property”). Provided, however, that as a condition to the right to receive tax exemptions as set forth in this Agreement, each Developer Transferee or Third-Party Transferee shall execute and deliver to the City an Assignment and Assumption Agreement in substantially one of the forms attached hereto as Exhibit C.1 and Exhibit C.2, wherein such Developer Transferee or Third-Party Transferee (i) assumes all obligations of the Developer under this Agreement with respect to the Transferred Property, and (ii) certifies to the validity, as to the Developer Transferee or Third-Party Transferee, of the representations, warranties and covenants contained herein and in the Assignment and Assumption Agreement. Upon the receipt by the City of such Assignment and Assumption Agreement, as to the Transferred Property the Developer Transferee or Third-Party Transferee shall have all entitlements and rights to tax exemptions and obligations as an “Owner” under this Agreement, in the same manner and with like effect as if the Developer Transferee or Third-Party Transferee had been the original Developer and a signatory to this Agreement. The City agrees to execute each such Assignment and Assumption Agreement and to deliver an original thereof to the Developer Transferee or Third-Party Transferee.

17. Counterparts. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. Any one or more of such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument.

18. Severability; Construction; Headings. If any provision of this Agreement or the application of any such provision to any such person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this

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Agreement or the application of such provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. If any provision of this Agreement is capable of two constructions one of which would render the provision valid, then such provision shall have the meaning which renders it valid. The captions and headings in this Agreement are for convenience only and in no way define, limit, prescribe or modify the meaning, scope or intent of any provisions hereof.

19. Validity. The Owners covenant and agree that they are prohibited from challenging the validity of this Agreement or the CRA. In that regard, the Owners waive any defects in any proceedings related to the CRA or this Agreement. If the validity of the CRA or this Agreement is challenged by any entity or individual, whether private or public, the Owners shall advocate diligently and in good faith in support of the validity of the CRA and this Agreement.

20. Modifications. If, notwithstanding Section 16 of this Agreement, it becomes necessary to modify the terms of this Agreement to reflect the exact legal and financing structure used by the Owners in developing, equipping and operating the Project, the Owners shall request an amendment to this Agreement.

21. Notices. Any notices, statements, acknowledgements, consents, approvals, certificates or requests required to be given on behalf of any party to this Agreement shall be made in writing addressed as follows and sent by (i) registered or certified mail, return receipt requested, and shall be deemed delivered when the return receipt is signed, refused or unclaimed, (ii) by nationally recognized overnight delivery courier service and shall be deemed delivered the next business day after acceptance by the courier service with instructions for next-business-day delivery, or (iii) by facsimile transmission and shall be deemed delivered upon receipt of confirmation of transmission:

If to the City, to: 1 Donham Plaza Middletown, OH 45042 Attention: Economic Development Phone: (513) 425-7941 With a copy to: Bricker & Eckler LLP 100 South Third Street Columbus, OH 43215-4291 Attention: John Caleb Bell Phone: (614) 227-2384 If to the Developer, to: Ohio Soda, LLC 617 Wooster Pike Terrace Park, Ohio 45174 Attention: Kenneth Shane Scott

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With copy to: [_____________] [_____________] [_____________]

or to any such other addresses as may be specified by any party, from time to time, by prior written notification.

22. R.C. Section 9.66 Covenants. Each of the Owners affirmatively covenants that it has made no false statements to the State or any local political subdivision in the process of obtaining approval of the CRA tax exemptions; and that it does not owe: (i) any delinquent taxes to the State or a political subdivision of the State; (ii) any moneys to the State or a State agency for the administration or enforcement of any environmental laws of the State; and (3) any other moneys to the State, a State agency or a political subdivision of the State that are past due, whether the amounts owed are being contested in a court of law or not. If any representative of any of the Owners has knowingly made a false statement to the State or any local political subdivision to obtain the CRA tax exemptions, such Owner shall be required to immediately return all benefits received by it under this Agreement pursuant to R.C. Section 9.66(C)(2) and such Owner shall be ineligible for any future economic development assistance from the State, any State agency or a political subdivision pursuant to R.C. Section 9.66(C)(1). Any person who provides a false statement to secure economic development assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to R.C. Section 2921.13(D)(1), which is punishable by a fine of not more than $1,000 and/or a term of imprisonment of not more than six (6) months. Any such requirement to return benefits under this Agreement, and/or ineligibility for future economic development assistance, as provided in this Section, shall have no applicability to nor effect on Owners other than such violating Owner(s).

23. Fee. The Developer shall pay a single fee to the City equal to $500.00. Fees received by the City shall be deposited in the General Fund and may be used for any lawful purpose.

24. Notice of Vacancy. If at any time during the term of this Agreement any Owner shall receive notice from any Occupant that such Occupant shall vacate its right to occupy or use any portion of the Property, such Owner shall, within twenty (20) business days of its receipt of such notice, send such notice to the City in accordance with the provisions of this Agreement regarding notice.

25. Estoppel Certificate. Upon request of an Owner, the City shall execute and deliver to the Owner or any proposed purchaser, mortgagee or lessee a certificate stating: (a) that the Agreement is in full force and effect, if the same is true; (b) that the Owner is not in default under any of the terms, covenants or conditions of the Agreement, or if the Owner is in default, specifying same; and (c) such other matters as the Owner reasonably requests.

26. Entire Agreement. This Agreement, the Legislation, and the Approving Ordinance constitute the entire agreement between the Developer and the City pertaining to the subject matter contained herein and therein and supersede all other prior or contemporaneous agreements or understandings between the Developer and the City in connection with such subject matter.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


By:_____________________________________ James Palenick, City Manager

APPROVED AS TO FORM:

____________________________

Ben Yoder, Law Director

OHIO SODA, LLC By: Print Name: Kenneth Shane Scott Title:

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STATE OF OHIO,

COUNTY OF BUTLER, SS:

The foregoing instrument was signed and acknowledged before me this ___ day of ____________________, 2022, by James Palenick, the City Manager of the City of Middletown, a municipal corporation of the State of Ohio, on behalf of the municipal corporation. 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:__________________

STATE OF ________,

COUNTY OF ___________, SS:

The foregoing instrument was signed and acknowledged before me this ___ day of ______________, 2022, by Kenneth Shane Scott, the ___________________________ of Ohio Soda, LLC, a limited liability company. 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:_________________

Note: A copy of this Agreement must be forwarded to the Ohio Department of Development by the City within

fifteen (15) days of execution.

EXHIBIT A

DESCRIPTION OF PROJECT SITE

1700-1718 Central Avenue

Q6532-017-000-043 Q6532-017-000-044

Situated in the City of Middletown, County of Butler and being the entire Lot numbered six hundred forty three (643) and the west 29.63 feet to come off lot number six hundred forty four (644) Third Ward west side as the same is known and designated on the plat of the City of Middletown, Butler County, Ohio.

EXHIBIT B

TO COMMUNITY REINVESTMENT AREA AGREEMENT

Application for Community Reinvestment Area Agreement

(attached hereto)

EXHIBIT C.1


Form of Assignment and Assumption Agreement – Intra-Affiliated Group

PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT

This PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into by and between the City of Middletown (the “City”), a political subdivision of the State of Ohio, through the City of Middletown City Council (the “Council”); Ohio Soda, LLC, a limited liability company (the “Company”) and _______________________, a __________________________ (the “Successor”). Except as otherwise provided herein, capitalized terms used herein shall have the same meanings as in the Community Reinvestment Area Agreement between [_______], a [_______] (“Developer”) and the City, dated __________ (the “CRA Agreement,” a copy of which is attached hereto as Exhibit A and incorporated herein).

WITNESSETH:

WHEREAS, the City desires to pursue all reasonable and legitimate incentive measures to assist, encourage and stimulate development in specific areas of [Butler/Warren] County (the “County”) that have not enjoyed sufficient reinvestment from remodeling or new construction; and

WHEREAS, the City, the City, by Resolution No. R2010-19, adopted by the Council on July 20, 2010 and Ordinance No. O2010-87, adopted by the Council on December 21, 2010, (collectively hereinafter “the Legislation”) designated the area specified in the Legislation as the Downtown Middletown Community Reinvestment Area (the “CRA”) pursuant to Ohio Revised Code (“R.C.”) Sections 3735.65 through 3735.70 (the “CRA Act”), and authorized a real property tax exemption for the construction of [new structures and the remodeling of existing structures] in the CRA in accordance with the CRA Act; and

WHEREAS, on [________], the Company and the City entered into the CRA Agreement, concerning the redevelopment of a building with related site improvements, at the Project Site as defined in the CRA Agreement (as particularly described in Exhibit A to the CRA Agreement); and WHEREAS, by virtue of that certain ______________________ dated as of _____________, 20__ (the “Transfer Instrument”), a copy of which is attached hereto as Exhibit B, the Successor has succeeded on ________________, 20__ (the “Transfer Date”) to the interest of the Company (or a successor to the Company) in all or part of the Project Site or a Building at the Project Site (such transferred property may be referred to hereinafter as the “Transferred Property”); the Transferred Property acquired or leased by the Successor is identified in the Transfer Instrument; and

WHEREAS, the Successor wishes to obtain the benefits of the CRA Agreement, and, as agreed in the CRA Agreement, the City is willing to make these benefits available to the Successor on the terms set forth in the CRA Agreement as long as the Successor executes this Agreement and the Developer acknowledges its continued obligations under the CRA Agreement. NOW, THEREFORE, in consideration of the circumstances described above, the covenants contained in the CRA Agreement, and the benefit to be derived by the Successor from the execution hereof, the parties hereto agree as follows:

1. From and after the Transfer Date, the Company hereby assigns (a) all of the obligations, agreements, covenants and restrictions set forth in the CRA Agreement to be performed and observed by the Owners with respect to the Transferred Property, and (b) all of the benefits of the CRA Agreement with respect to the Transferred Property. From and after the Transfer Date, the Successor hereby (i) agrees to be bound by, assume and perform, or ensure the performance of, all of the obligations, agreements, covenants and restrictions set forth in the CRA Agreement to be performed and observed by the Owners with respect to the Transferred Property; and (ii) certifies to the validity, as to the Successor as of the date of this Agreement, of all of the representations, warranties and covenants made by or required of the Owners that are contained in the CRA Agreement. Such obligations, agreements, covenants, restrictions, representations, and warranties include, but are not limited to, those contained in the following Sections of the CRA Agreement: Section 1 (“Project”), Section 4 (“Employee Positions”), Section 5 (“Provision of Information”), Section 7 (“Application for Exemption”), Section 8 (“Payment of Non-Exempt Taxes”), Section 11 (“Certification as to No Delinquent Taxes”), Section 14 (“Non-Discriminatory Hiring”), Section 19 (“Validity”), Section 22 (“R.C. Section 9.66 Covenants”), Section 23 (“Fee”), and Section 24 (“Notice of Vacancy”).

2. The Successor further certifies that, as required by R.C. Section 3735.671(E), (i)

the Successor is not a party to a prior agreement granting an exemption from taxation for a structure in Ohio, at which structure the Successor has discontinued operations prior to the expiration of the term of that prior agreement and within the five (5) years immediately prior to the date of this Agreement, (ii) nor is Successor a “successor” to, nor “related member” of, a party as described in the foregoing clause (i). As used in this paragraph, the terms “successor” and “related member” have the meaning as prescribed in R.C. Section 3735.671(E).

3. The City agrees that as to the Transferred Property the Successor has and shall have

all entitlements and rights to tax exemptions, and obligations, as both (a) an “Owner” under the CRA Agreement, and (b) in the same manner and with like effect as if the Successor had been an original signatory (i.e., the Developer) to the CRA Agreement. 4. Notices to the Successor with respect to the CRA Agreement shall be given as stated in Section 21 thereof, addressed as follows: Phone: __________________ Fax: ____________________

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives to be effective as of _________________.


By:_____________________________________ Print Name: ______________________________ Title:____________________________________


____________________________

Law Director OHIO SODA, LLC


SUCCESSOR

[name of Successor] By:_____________________________________ Print Name: ______________________________ Title:____________________________________

ACKNOWLEDGMENT OF DEVELOPER

The Developer (as defined in the CRA Agreement) hereby confirms its obligations under

the CRA Agreement and hereby (i) agrees to be bound by, assume and perform, or ensure the performance of, all of the obligations, agreements, covenants and restrictions set forth in the CRA Agreement to be performed and observed by the Developer (except to the extent to which such obligations, agreements, covenants, and restrictions are expressly assumed by the Successor and related to any Transferred Property); and (ii) certifies to the validity, as to the Developer as of the date of this Agreement, of all of the representations, warranties and covenants made by or required of the Developer that are contained in the CRA Agreement.

[DEVELOPER] By: Print Name: Title:

EXHIBIT A

TO ASSIGNMENT AND ASSUMPTION AGREEMENT

Copy of CRA Agreement

(attached hereto)

EXHIBIT B


Copy of Instrument Conveying the Transferred Property

(attached hereto)

EXHIBIT C.2


Form of Assignment and Assumption Agreement – Third Party


This PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into by and between the City of Middletown (the “City”), a political subdivision of the State of Ohio, through the City of Middletown City Council (the “Council”); Ohio Soda, LLC, a limited liability company (the “Company”) and , a (the “Successor”). Except as otherwise provided herein, capitalized terms used herein shall have the same meanings as in the Community Reinvestment Area Agreement between [______], a [________] (“Developer”) and the City, made effective _______________ (the “CRA Agreement,”) a copy of which is attached hereto as Exhibit A and incorporated herein.

WITNESSETH:



WHEREAS, on _______________, the Developer and the City entered into the CRA Agreement, concerning the redevelopment of a building with related site improvements, at the Project Site as defined in the CRA Agreement (as particularly described in Exhibit A to the CRA Agreement); and WHEREAS, by virtue of that certain ______________________ dated as of _____________, 20__, the Company succeeded on ________________, 20__ to the interest of the Developer in and to that certain portion of the Project Site hereinafter defined as the Transferred Property; and

WHEREAS, by virtue of that certain Partial Assignment and Assumption Agreement dated as of _____________, 20__ (the “Initial Assignment”), a copy of which is attached hereto as Exhibit B and incorporated herein, the Company succeeded on the Transfer Date to the interest of Developer in and to the CRA Agreement with respect to the Transferred Property;

WHEREAS, by virtue of that certain ______________________ dated as of _____________, 20__ (the “Transfer Instrument”), a copy of which is attached hereto as Exhibit C and incorporated herein, the Successor has succeeded on ________________, 20__ (the “Transfer Date”) to the interest of the Company (or a successor to the Company) in all or part of the Project Site or a Building at the Project Site (such transferred property may be referred to hereinafter as the “Transferred Property”); the Transferred Property acquired by the Successor is identified in the Transfer Instrument; and WHEREAS, the Successor wishes to obtain the benefits of the CRA Agreement, and, as agreed in the CRA Agreement, the City is willing to make these benefits available to the Successor on the terms set forth in the CRA Agreement as long as the Successor executes this Agreement and the Developer acknowledges its continued obligations under the CRA Agreement. NOW, THEREFORE, in consideration of the circumstances described above, the covenants contained in the CRA Agreement, and the benefit to be derived by the Successor from the execution hereof, the parties hereto agree as follows:


2. The City acknowledges through the Transfer Date that the CRA Agreement is in

full force and effect [the following portion will be included if the facts support it][, confirms that the Company has complied with the CRA Agreement with regard to the Transferred Property,] and releases the Company from liability for any defaults occurring after the Transfer Date with regard to the Transferred Property.


the Successor is not a party to a prior agreement granting an exemption from taxation for a structure in Ohio, at which structure the Successor has discontinued operations prior to the expiration of the term of that prior agreement and within the five (5) years immediately prior to the date of this Agreement, (ii) nor is Successor a “successor” to, nor “related member” of, a party as described in

the foregoing clause (i). As used in this paragraph, the terms “successor” and “related member” have the meaning as prescribed in R.C. Section 3735.671(E).




THE CITY OF MIDDLETOWN, OHIO


By:_____________________________________ ____________________________ Print Name: ______________________________ Law Director Title:____________________________________ OHIO SODA, LLC NAME OF SUCCESSOR

By:_____________________________________ By:___________________________ Print Name: ______________________________ Print Name: ___________________ Title:____________________________________ Title:_________________________




[DEVELOPER]

By: Print Name: Title:

EXHIBIT A



(attached hereto)

EXHIBIT B


Copy of the Initial Assignment

(attached hereto)

EXHIBIT C



(attached hereto)


October 20, 2021 TO: Jim Palenick, City Manager FROM: Chris Xeil Lyons, Economic Development Director,

prepared by Alaina Geres, Economic Development Program Manager PURPOSE To authorize the City Manager to enter into a Community Reinvestment Area (CRA) agreement with Ohio Soda LLC for the redevelopment of a building within the Downtown Middletown CRA Zone. BACKGROUND and FINDINGS Ohio Soda LLC has purchased the building at 1700 Central Avenue with the intent to renovate the existing 10 1-bedroom apartments and 5 commercial storefronts. This project falls in line with our downtown master plan to add residential vibrancy with the apartment renovations and increased economic vitality with the renovated commercial storefront units. Investment: $744,000 Job Creation: Estimating 2-3 jobs per commercial unit. Payroll: Unknown unless voluntarily provided by tenants. Agreement will be consistent with proposed CRA amendments, using a baseline of 1 job and $0 in payroll. ALTERNATIVES Not approving the tax abatement. FINANCIAL IMPACT 100% tax abatement for 12 years. EMERGENCY/NON EMERGENCY Non-Emergency. ATTACHMENTS CRA Application & CRA Agreement.

Community Reinvestment Area Agreement – 1700 Central Ave.

LEGISLATION ITEM 28


A RESOLUTION AUTHORIZING AN AGREEMENT GRANTING TAX ABATEMENT TO HUTCH, LLC FOR REDEVELOPMENT OF 52 S. BROAD STREET (COMMONLY KNOWN AS THE JOURNAL NEWS BUILDING) IN THE DOWNTOWN MIDDLETOWN COMMUNITY REINVESTMENT AREA. WHEREAS, the City of Middletown has created a Community Reinvestment Area (CRA) in downtown Middletown in accordance with Chapter 3735 of the Ohio Revised Code, and by Resolution No. R2010-19 and as amended by Ordinance No. O2010-87; and WHEREAS, The Hutch, LLC has proposed to redevelop the property located at 52 S. Broad Street (commonly known as the Journal News Building), which is located in the CRA, and has applied for an abatement of real property tax in accordance with the applicable laws and ordinances; and WHEREAS, the application has been received and investigated by the City and City Council has determined that the remodeling and redevelopment of the existing property constitutes a commercial project with a public purpose for which tax abatements may be granted and has further determined that the project meets the goal of establishing commercial activity in the CRA; and

WHEREAS, the Middletown City School District has waived any notice requirements under Ohio Revised Code Section 3735.671 and approved this tax exemption by the Comprehensive School Compensation Agreement between the Middletown City School District and the City of Middletown dated November 30, 2015; and

WHEREAS, the City provided notification to the Middletown City School District

of the commercial nature of this tax abatement on or about October 8, 2021; and WHEREAS, Butler Technology and Career Development School District was

provided the required notice in accordance with Ohio Revised Code Section 5709.83 on or about October 8, 2021; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Middletown, Butler/Warren Counties, Ohio that:

Section 1

Based on the aforesaid review and investigation of the application, City Council hereby finds and determines that The Hutch, LLC is qualified by financial responsibility and business experience to create and preserve employment opportunities in the Downtown Middletown Community Revitalization Area as designated by the City Council, and to improve the economic climate of the City. City Council also finds and determines that the aforesaid application submitted by The Hutch, LLC describing the proposed project complies with the requirements of Ohio Revised Code Chapter 3735

and Middletown Resolution No. R2010-19 as amended by Ordinance No. O2010-87, and is satisfactory to the City, and which application is hereby approved.

Section 2

City Council hereby authorizes the City Manager to enter into an agreement, pursuant to Ohio Revised Code Section 3735.671, with The Hutch, LLC. The agreement shall be in a form substantially similar to Attachment “1”, attached hereto.

Section 3

City Council further authorizes the tax abatement in amount of one hundred percent (100%) for a period up to 12 years in duration as a commercial property designated under Resolution No. R2010-19, and as amended by Ordinance No. O2010-87.

Section 4

City Council hereby authorizes and directs the City Manager, Law Director and

Economic Development Director to take such additional steps, provide such information and certifications to the State of Ohio and The Hutch, LLC as are necessary and appropriate to carry out and implement the terms and conditions of the aforesaid agreement. Section 5

It is found and determined that all formal actions of this City Council concerning and relating to the passage of this ordinance were adopted in an open meeting of this City Council, and that all deliberations of this City Council and any of its committees that resulted in such formal actions, were in meetings open to the public, in compliance with all legal requirements, including Revised Code Section 121.22.

Section 6

This resolution shall take effect and be in force from and after the earliest period allowed by law.

___________________________ Nicole Condrey, Mayor 1st Reading: ____________ 2nd Reading: ___________ Adopted: ______________ Effective: ______________

Attest:_________________________ Clerk of the City Council

H:/Law/leg/2021 Leg/r CRA – Hutch, LLC

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COMMUNITY REINVESTMENT AREA AGREEMENT

This Community Reinvestment Area Agreement (this “Agreement”) is made and entered into as of _____________________, 202__ (the “Effective Date”) by and among the CITY OF MIDDLETOWN, OHIO (the “City”), a municipal corporation in the State of Ohio (the “State”), through the City of Middletown City Council (the “Council”), and THE HUTCH, LLC, a limited liability company, with a business address at 1320 Hook Drive, Middletown, Ohio 45042 (“Developer”). WITNESSETH:

WHEREAS, the City desires to pursue all reasonable and legitimate incentive measures to assist, encourage and stimulate development in specific areas of Butler County (the “County”) that have not enjoyed sufficient reinvestment from remodeling or new construction; and WHEREAS, the City, by Resolution No. R2010-19, adopted by the Council on July 20, 2010 and Ordinance No. O2010-87, adopted by the Council on December 21, 2010, (collectively hereinafter “the Legislation”) designated the area specified in the Legislation as the Downtown Middletown Community Reinvestment Area (the “CRA”) pursuant to Ohio Revised Code (“R.C.”) Sections 3735.65 through 3735.70 (the “CRA Act”), and authorized a real property tax exemption for the remodeling of existing structures in the CRA in accordance with the CRA Act; and WHEREAS, the Developer acquired or intends to acquire the real property contained within the City and the CRA, described in Exhibit A attached hereto (the “Project Site”); and WHEREAS, the Developer has submitted to the City an application for a community reinvestment area agreement (the “Application”), a copy of which is attached hereto as Exhibit B; and WHEREAS, the Developer proposes to establish on all or a portion of the Project Site makerspace, a brewery, small business development, event space and offices, as described in the Application (collectively, the “Project”) (each individual building within the Project, with its related site improvements, may be referred to hereinafter from time to time as a “Building”), provided that the appropriate development incentives are available to support the economic viability of the Project; and

WHEREAS, the Developer does not anticipate that it will equip or occupy any portion of the Project Site or any Buildings or hire employees at the Project Site; rather, the Developer intends to transfer applicable portions of the Project Site upon which a Building is located or parts thereof to one or more transferees by lease, sale and/or other means of transfer (the Developer and such transferees other than by lease, together with any successors and assigns, collectively or singly, as the context requires, may be referred to hereinafter from time to time as an “Owner” or the “Owners”); each such transfer other than by lease may be made pursuant to a

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ATTACHMENT "1"

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certain assignment and assumption agreement as described more fully in Section 16 hereof in order to bind each Owner to and under this Agreement; and WHEREAS, the Developer has remitted or shall remit with the Application the required State of Ohio application fee of $750.00, made payable to the Ohio Department of Development, to be forwarded with this Agreement, and has paid any applicable local fees; and WHEREAS, pursuant to R.C. Section 3735.67(A) and in conformance with the format required under R.C. Section 3735.671(B), the City and the Developer desire to formalize their agreement with respect to matters hereinafter contained; and

WHEREAS, the Project Site is located in the Middletown City School District (the “Local School District”) and the City has delivered notice of the proposed approval of this Agreement to the Local School District, pursuant to a Comprehensive School Compensation Agreement between the City and the Local School District dated as of November 30, 2015 (the “Abatement Agreement”) and R.C. Sections 3735.671 and 5709.83; and

WHEREAS, the Project Site is also located in the Butler Technology and Career Development School District (“Butler Tech”), and the City has delivered notice of the proposed approval of this Agreement to the Board of Education of Butler Tech in accordance with R.C. Sections 3735.671 and 5709.83, or the Board of Education of Butler Tech has waived such notice, and has been given a copy of the Application and a draft of this Agreement; and WHEREAS, pursuant to R.C. Section 3735.671 and the terms of the Abatement Agreement, the Board of Education of the Local School District has (i) approved the terms of this Agreement, including the one hundred percent (100%) real property tax exemption for twelve (12) years; (ii) waived its rights to receive the forty-five (45) day and fourteen (14) day notices under R.C. Sections 3735.671 and 5709.83; and (iii) consented to the approval and execution of this Agreement; and WHEREAS, as a condition of the Local School District’s approval of this Agreement, the Local School District and the Developer have entered into a School District Donation Agreement dated as of [________] (the “Donation Agreement”), providing for the Developer’s compensation of the Local School District; and WHEREAS, the Council, by Ordinance No. [________] adopted on [________] (the “Approving Ordinance”), has approved the terms of this Agreement and authorized its execution on behalf of the City; and WHEREAS, the parties recognize that the exact legal and financing structure used by the Owners in developing, equipping and operating the Project may include additional legal entities and may evolve prior to and during the operation of the Project; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and the benefit to be derived by the parties from the execution hereof, the receipt and sufficiency of which are hereby acknowledged, the parties herein agree as follows:

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1. Project. The cost of the investments to be made in connection with the Project by the Owners is estimated to exceed $____________ (exclusive of any amounts for acquisition of machinery and equipment, furniture and fixtures, and inventory) to contain, cumulatively, up to approximately 52,000 square feet of space. The estimates provided in this Section are good faith estimates provided pursuant to R.C. Section 3735.671(B) and shall not be construed in a manner that would limit the amount or term of the tax exemptions provided in this Agreement. The parties recognize that the costs associated with the Project may increase or decrease significantly. The parties also recognize that costs do not necessarily equal otherwise taxable value.

2. Values of Personal Property. The value for Ohio personal property tax purposes of the non-inventory personal property of the Developer that is located at another location in Ohio prior to the execution of this Agreement and that is to be relocated from that location to the Project Site is $0. The value for Ohio personal property tax purposes of the non-inventory personal property of the Developer located at the Project Site prior to the execution of this Agreement is $0. The average value for Ohio personal property tax purposes of the inventory of the Developer held at another location in Ohio prior to the execution of this Agreement and to be relocated from that location to the Project Site is $0. The average value for Ohio personal property tax purposes of the inventory of the Developer at the Project Site prior to the execution of this Agreement is $0.

3. Project Schedule. The scheduled estimated starting month for the Project investments

to made in building, machinery, equipment, furniture, fixtures and/or inventory is approximately September 2021 and the scheduled estimated completion month for such investments is no later than approximately September 2024. The estimates provided in this Section are good faith estimates provided pursuant to R.C. Section 3735.671(B) and shall not be construed in a manner that would limit the amount or term of the tax exemptions provided in this Agreement, other than as those tax exemptions are limited in Sections 6 of this Agreement.

4. Employee Positions. The Owners estimate that there will be created at the Project Site in multiple phases, cumulatively, approximately one full-time permanent employee positions with an aggregate annual payroll of approximately $0.00 upon full build-out of the Project and 0 part-time or temporary positions. Hiring of such employees is estimated to commence in [________] and to continue incrementally over the succeeding [___] years. Currently, the Owners have 0 employees at the Project Site; therefore, no employee positions will be retained by the Owners in connection with the Project. The Developer has [_____] employees in Ohio. The estimates provided in this Section 4 are good faith estimates provided pursuant to R.C. Section 3735.671(B) and shall not be construed in a manner that would limit the amount or term of the tax exemptions provided in this Agreement. The parties recognize that the employment and payroll estimates associated with the Project may increase or decrease.

5. Provision of Information. Each Owner shall provide to the proper tax incentive review council (the “TIRC”) any information reasonably required by the TIRC to evaluate the compliance of such Owner with the Agreement, including returns or annual reports of such Owner filed pursuant to R.C. Section 5711.02 (if any) if requested by the TIRC.

6. Real Property Tax Exemption. The City hereby grants a twelve (12) year, 100% real property tax exemption pursuant to R.C. Section 3735.67 for the assessed value of new structures at the Project Site and a twelve (12) year, 100% real property tax exemption pursuant to R.C.

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Section 3735.67 for the increase in the assessed value attributable to remodeling at the Project Site. For each separately identifiable real property improvement, the exemption commences the first year such real property improvement would first be taxable were that property not hereby exempted from taxation. No exemption shall commence after tax year [____] (i.e., tax lien date January 1, [____]) nor extend beyond tax year [____] (i.e., tax lien date January 1, [____]). In addition, no exemption for remodeling of a particular building may extend beyond the twelve (12) year exemption term for construction of that building. Although exemption under this Agreement for any separately identifiable real property improvement lasts for only twelve (12) years at the most, the real property exemption period for the Project as a whole is expected to last more than twelve (12) years. The exemptions set forth in this Section shall apply irrespective of whether the real property is owned by an Owner, or, in accordance with Section 16 of this Agreement, Section 20 of this Agreement, or both Sections 16 and 20 of this Agreement, by another entity or other entities. The Developer hereby acknowledges that the real property tax exemption granted to the Developer herein is contingent upon the Developer entering into and performing all of its obligations under the Donation Agreement.

7. Application for Exemption. The Owners acknowledge that the tax exemption with respect to each real property improvement is subject to the filing of a real property tax exemption application with the Housing Officer designated by the City for the CRA, following the completion of construction of that real property improvement. The City agrees that upon receipt of the real property tax exemption application, the Housing Officer shall certify the tax exemption to the Butler County Auditor.

8. Payment of Non-Exempt Taxes.

A. Each Owner shall pay such taxes and real property taxes as are not exempted under this Agreement or otherwise exempted and are charged against such Owner’s property and shall file all tax reports and returns as required by law in connection therewith. If an Owner fails to pay such taxes or file such returns and reports, and such failure is not corrected within thirty (30) days of written notice thereof to such Owner, all exemptions from taxation granted under this Agreement with respect to property of such Owner are rescinded beginning with the year for which such unpaid taxes are charged or such unfiled reports or returns are required to be filed and thereafter. Any such rescission, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to property of Owners other than such defaulting Owner(s). For purposes of this Section 8, “taxes” means all real property taxes, service payments in lieu of taxes, general and special assessments, and any other governmental charges validly levied or assessed against any Parcel.

B. Each Occupant (defined below) shall pay such City municipal income taxes as are levied against such Occupant and shall file all tax reports and returns as required by law in connection therewith. “Occupant” includes any person having a right to occupy or regularly use all or any portion of any Building, whether such right to occupy or regularly use all or any portion of any Building arises under any lease, license, or other agreement, and whether any such right is granted by an Owner or by any other Occupant, including, but not limited to, third-party logistics companies, but does not include persons that provide limited services to an Owner or an Occupant, such as security guard companies, janitorial service companies and consulting service companies. If an Occupant fails to pay such taxes or file such returns and

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reports, and such a failure is not corrected by the Occupant or the Owner within ninety (90) days of written notice thereof to such Occupant and to the Owner of the Building (with such notice redacted to the extent necessary to protect confidential information of the Occupant), all exemptions from taxation granted under this Agreement with respect to the Building occupied by such Occupant may be rescinded beginning with the year for which such unpaid taxes are charged or such unfiled reports or returns are required to be filed and thereafter, subject to reinstatement as set forth below. Any such rescission, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to Buildings occupied by Occupants other than such defaulting Occupant. For Buildings occupied by more than one Occupant, any exemption rescinded pursuant to this Section shall only be rescinded for that portion of the Building occupied by the Occupant in violation of this Section (“Partial Rescission”). The remaining portion of the Building shall continue to receive any such exemptions granted pursuant to this Agreement. This Partial Rescission shall be effectuated pursuant to R.C. Section 5713.04, which permits parcels to be split-listed when only a portion is exempt from property tax. Upon the completion of the occupancy of a Building by an Occupant that defaulted under this Section, the Owner of the Building may apply for reinstatement of the exemption for the Building, which reinstatement shall not be unreasonably denied, delayed or conditioned by the City. Payment of the Occupant’s past-due City income taxes, penalties or interest, if any, shall not be a condition for reinstatement of the exemption.

In addition, each Owner agrees to cause each Occupant of each such Owner’s Buildings to provide such information, in such content, detail, and format as shall be reasonably determined by the City, that may be required by the City to enforce its municipal income tax laws, including its obligations to account for and share income tax revenue with any other entity. Each Owner shall include in any lease, license, or any other agreement with any Occupant an acknowledgment of this obligation. Each Owner acknowledges that failure by an Occupant to provide such information may be grounds for modification or termination of the exemptions granted under this Agreement with respect to the portion of any Building occupied by a defaulting Occupant, after the City first provides ninety (90) days’ written notice to the Occupant and the Owner in the manner set forth above.

9. Cooperation of the City. The City shall perform such acts as are reasonably necessary or appropriate to approve, effect, claim, reserve, preserve and maintain the exemptions from taxation granted under this Agreement including, without limitation, joining in the execution of all documentation and providing any necessary certificates required in connection with such exemptions. The City shall give its fullest cooperation in the development of the Project, including, but not limited to: (i) the review, processing and approval of all building, zoning or other permits, and (ii) all other activities related to the Project.

10. Revocation of CRA. If for any reason the City revokes or purports to revoke the designation of the CRA, entitlements granted under this Agreement shall continue for the number of years specified in this Agreement, unless an Owner materially fails to fulfill its obligations under this Agreement and such failure is not corrected within thirty (30) days of written notice thereof to such Owner, and consequently, the City terminates or modifies the exemptions from taxation granted in this Agreement with respect to property of such Owner from the date of the material failure. Any such termination or modification, as provided in this Section, shall have no effect on exemptions from taxation granted in this Agreement with respect to property of Owners other than

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such defaulting Owner(s). Except for any amendment, revocation, modification, suspension or termination otherwise permitted under this Agreement, the City agrees that it will not amend or revoke the CRA designation as to the Project Site, or modify the incentives available under that designation for the Project Site, prior to [____].

11. Certification as to No Delinquent Taxes. The Developer hereby certifies for itself that at the time this Agreement is executed, (i) it does not owe any delinquent real or tangible personal property taxes to any taxing authority of the State and does not owe delinquent taxes for which it is liable under Chapter 5733, 5735, 5739, 5741, 5743, 5747, or 5753 of the Revised Code, or, if such delinquent taxes are owed, it is currently paying the delinquent taxes pursuant to an undertaking enforceable by the State or an agent or instrumentality thereof, (ii) it has not filed a petition in bankruptcy under 11 U.S.C.A. 101, et seq., and (iii) no such petition has been filed against it. For the purposes of this certification, delinquent taxes are taxes that remain unpaid on the latest day prescribed for payment without penalty under the chapter of the Ohio Revised Code governing payment of those taxes. Each Owner shall make the same certification as that made by the Developer in this Section 11 in any Assignment and Assumption Agreement.

12. Termination, Suspension or Modification Upon Default. If an Owner materially fails to fulfill its obligations of investment and project schedule under this Agreement and such failure is not corrected within thirty (30) days of written notice thereof to such Owner (provided, however, that such opportunity to cure such default shall not, under any circumstance, and notwithstanding anything to the contrary in this agreement, toll or otherwise suspend any obligation of any Owner or Occupant to pay any non-exempt taxes, real property taxes, or municipal income taxes), or if the City determines that the certification as to delinquent taxes required by this Agreement is fraudulent, the City may terminate, suspend or modify the exemptions from taxation granted under this Agreement with respect to property of the Owner which is in such default or which has made such fraudulent certification, from the date of the material failure. Any such termination, suspension or modification, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to property of Owners other than such defaulting Owner(s). Moreover, in recognition of the mutual benefit to be secured from providing exemptions to Owners, which will enable Owners to sell or lease buildings to entities that will cause the creation or retention of employment positions within the City, the City shall limit any termination, suspension or modification so as to limit the effect of the termination, suspension or modification to the Owner or entity primarily responsible for the material failure.

13. Approval by the City. The Owners and the City acknowledge that this Agreement must be approved by formal actions of the legislative authority of the City as a condition for this Agreement to take effect. This Agreement takes effect upon such approval. Because this Agreement was approved on [________] by the Approving Ordinance, this Agreement shall be effective immediately upon its execution.

14. Non-Discriminatory Hiring. By executing this Agreement, the Owners are committing to following non-discriminating hiring practices, acknowledging that no individual may be denied employment solely on the basis of race, religion, sex, disability, color, national origin, or ancestry.

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15. Revocation of Exemptions. Exemptions from taxation granted under this Agreement shall be revoked with respect to an Owner if it is determined that such violating Owner, any successor enterprise to such violating Owner, or any related member of such violating Owner (as those terms are defined in division (E) of Section 3735.671 of the Ohio Revised Code) has violated the prohibition against entering into the Agreement under Division (E) of Section 3735.671 or Section 5709.62 or 5709.63 of the Ohio Revised Code prior to the time prescribed by that division or either of those sections. Any such revocation, as provided in this Section, shall have no effect on exemptions from taxation granted under this Agreement with respect to property of Owners other than such violating Owner(s).

16. Transfer and/or Assignment; Release from Liability. Except as provided below, this Agreement and the benefits and obligations thereof are not transferable or assignable without the express, written approval of the City, which approval shall not be unreasonably withheld or delayed. The City hereby approves the transfer and/or assignment of this Agreement and the benefits and obligations hereof to any entity controlling, controlled by, or under common control with the Developer and (i) in which the Developer has at least 50% direct or indirect ownership; (ii) that has at least 50% direct or indirect ownership of the Developer; or (iii) that shares at least 50% direct or indirect common ownership with the Developer (a “Developer Transferee”). The City shall retain the right to consider the approval of the transfer and/or assignment of this Agreement and the benefits and obligations hereof, which approval shall not be unreasonably withheld or delayed, to any person or entity other than the Developer or a Developer Transferee, which is a transferee by lease, sale and/or other means of transfer of all or any part of a Building or the Project Site (a “Third-Party Transferee”) (such transferred property may be referred to hereinafter as the “Transferred Property”). Provided, however, that as a condition to the right to receive tax exemptions as set forth in this Agreement, each Developer Transferee or Third-Party Transferee shall execute and deliver to the City an Assignment and Assumption Agreement in substantially one of the forms attached hereto as Exhibit C.1 and Exhibit C.2, wherein such Developer Transferee or Third-Party Transferee (i) assumes all obligations of the Developer under this Agreement with respect to the Transferred Property, and (ii) certifies to the validity, as to the Developer Transferee or Third-Party Transferee, of the representations, warranties and covenants contained herein and in the Assignment and Assumption Agreement. Upon the receipt by the City of such Assignment and Assumption Agreement, as to the Transferred Property the Developer Transferee or Third-Party Transferee shall have all entitlements and rights to tax exemptions and obligations as an “Owner” under this Agreement, in the same manner and with like effect as if the Developer Transferee or Third-Party Transferee had been the original Developer and a signatory to this Agreement. The City agrees to execute each such Assignment and Assumption Agreement and to deliver an original thereof to the Developer Transferee or Third-Party Transferee.

17. Counterparts. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. Any one or more of such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument.

18. Severability; Construction; Headings. If any provision of this Agreement or the application of any such provision to any such person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this

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Agreement or the application of such provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. If any provision of this Agreement is capable of two constructions one of which would render the provision valid, then such provision shall have the meaning which renders it valid. The captions and headings in this Agreement are for convenience only and in no way define, limit, prescribe or modify the meaning, scope or intent of any provisions hereof.

19. Validity. The Owners covenant and agree that they are prohibited from challenging the validity of this Agreement or the CRA. In that regard, the Owners waive any defects in any proceedings related to the CRA or this Agreement. If the validity of the CRA or this Agreement is challenged by any entity or individual, whether private or public, the Owners shall advocate diligently and in good faith in support of the validity of the CRA and this Agreement.

20. Modifications. If, notwithstanding Section 16 of this Agreement, it becomes necessary to modify the terms of this Agreement to reflect the exact legal and financing structure used by the Owners in developing, equipping and operating the Project, the Owners shall request an amendment to this Agreement.

21. Notices. Any notices, statements, acknowledgements, consents, approvals, certificates or requests required to be given on behalf of any party to this Agreement shall be made in writing addressed as follows and sent by (i) registered or certified mail, return receipt requested, and shall be deemed delivered when the return receipt is signed, refused or unclaimed, (ii) by nationally recognized overnight delivery courier service and shall be deemed delivered the next business day after acceptance by the courier service with instructions for next-business-day delivery, or (iii) by facsimile transmission and shall be deemed delivered upon receipt of confirmation of transmission:

If to the City, to: 1 Donham Plaza Middletown, OH 45042 Attention: Economic Development Phone: (513) 425-7941 With a copy to: Bricker & Eckler LLP 100 South Third Street Columbus, OH 43215-4291 Attention: John Caleb Bell Phone: (614) 227-2384 If to the Developer, to: The Hutch, LLC 1320 Hook Drive Middletown, Ohio 45042 Attention: Raymond Scott

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With copy to: [_____________] [_____________] [_____________]

or to any such other addresses as may be specified by any party, from time to time, by prior written notification.

22. R.C. Section 9.66 Covenants. Each of the Owners affirmatively covenants that it has made no false statements to the State or any local political subdivision in the process of obtaining approval of the CRA tax exemptions; and that it does not owe: (i) any delinquent taxes to the State or a political subdivision of the State; (ii) any moneys to the State or a State agency for the administration or enforcement of any environmental laws of the State; and (3) any other moneys to the State, a State agency or a political subdivision of the State that are past due, whether the amounts owed are being contested in a court of law or not. If any representative of any of the Owners has knowingly made a false statement to the State or any local political subdivision to obtain the CRA tax exemptions, such Owner shall be required to immediately return all benefits received by it under this Agreement pursuant to R.C. Section 9.66(C)(2) and such Owner shall be ineligible for any future economic development assistance from the State, any State agency or a political subdivision pursuant to R.C. Section 9.66(C)(1). Any person who provides a false statement to secure economic development assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to R.C. Section 2921.13(D)(1), which is punishable by a fine of not more than $1,000 and/or a term of imprisonment of not more than six (6) months. Any such requirement to return benefits under this Agreement, and/or ineligibility for future economic development assistance, as provided in this Section, shall have no applicability to nor effect on Owners other than such violating Owner(s).

23. Fee. The Developer shall pay an annual fee to the City equal to $500.00, which fee shall be due each year on the Effective Date for the term of this Agreement. Fees received by the City shall be deposited in the General Fund and may be used for any lawful purpose.

24. Notice of Vacancy. If at any time during the term of this Agreement any Owner shall receive notice from any Occupant that such Occupant shall vacate its right to occupy or use any portion of the Property, such Owner shall, within twenty (20) business days of its receipt of such notice, send such notice to the City in accordance with the provisions of this Agreement regarding notice.

25. Estoppel Certificate. Upon request of an Owner, the City shall execute and deliver to the Owner or any proposed purchaser, mortgagee or lessee a certificate stating: (a) that the Agreement is in full force and effect, if the same is true; (b) that the Owner is not in default under any of the terms, covenants or conditions of the Agreement, or if the Owner is in default, specifying same; and (c) such other matters as the Owner reasonably requests.

26. Entire Agreement. This Agreement, the Legislation, and the Approving Ordinance constitute the entire agreement between the Developer and the City pertaining to the subject matter

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contained herein and therein and supersede all other prior or contemporaneous agreements or understandings between the Developer and the City in connection with such subject matter.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


By:_____________________________________ James Palenick, City Manager


____________________________

Ben Yoder, Law Director

THE HUTCH, LLC By: Print Name: Raymond Scott Title:

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STATE OF OHIO,

COUNTY OF BUTLER, SS:

The foregoing instrument was signed and acknowledged before me this ___ day of ____________________, 2022, by James Palenick, the City Manager of the City of Middletown, a municipal corporation of the State of Ohio, on behalf of the municipal corporation. 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:__________________

STATE OF ________,

COUNTY OF ___________, SS:

The foregoing instrument was signed and acknowledged before me this ___ day of ______________, 2022, by Raymond Scott, the ___________________________ of The Hutch, LLC, a limited liability company. 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:_________________

Note: A copy of this Agreement must be forwarded to the Ohio Department of Development by the City within

fifteen (15) days of execution.

EXHIBIT A

DESCRIPTION OF PROJECT SITE

50 S. Broad Street / 1007 First Avenue (commonly known as the Journal News Building)

Q6511-006-000-017 Q6511-006-000-018 Q6511-006-000-037

EXHIBIT B


Application for Community Reinvestment Area Agreement

(attached hereto)

EXHIBIT C.1


Form of Assignment and Assumption Agreement – Intra-Affiliated Group


This PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into by and between the City of Middletown (the “City”), a political subdivision of the State of Ohio, through the City of Middletown City Council (the “Council”); The Hutch, LLC, a limited liability company (the “Company”) and _______________________, a __________________________ (the “Successor”). Except as otherwise provided herein, capitalized terms used herein shall have the same meanings as in the Community Reinvestment Area Agreement between [_______], a [_______] (“Developer”) and the City, dated __________ (the “CRA Agreement,” a copy of which is attached hereto as Exhibit A and incorporated herein).

WITNESSETH:



WHEREAS, on [________], the Company and the City entered into the CRA Agreement, concerning the redevelopment of a building with related site improvements, at the Project Site as defined in the CRA Agreement (as particularly described in Exhibit A to the CRA Agreement); and WHEREAS, by virtue of that certain ______________________ dated as of _____________, 20__ (the “Transfer Instrument”), a copy of which is attached hereto as Exhibit B, the Successor has succeeded on ________________, 20__ (the “Transfer Date”) to the interest of the Company (or a successor to the Company) in all or part of the Project Site or a Building at the Project Site (such transferred property may be referred to hereinafter as the “Transferred Property”); the Transferred Property acquired or leased by the Successor is identified in the Transfer Instrument; and

WHEREAS, the Successor wishes to obtain the benefits of the CRA Agreement, and, as agreed in the CRA Agreement, the City is willing to make these benefits available to the Successor on the terms set forth in the CRA Agreement as long as the Successor executes this Agreement and the Developer acknowledges its continued obligations under the CRA Agreement. NOW, THEREFORE, in consideration of the circumstances described above, the covenants contained in the CRA Agreement, and the benefit to be derived by the Successor from the execution hereof, the parties hereto agree as follows:



the Successor is not a party to a prior agreement granting an exemption from taxation for a structure in Ohio, at which structure the Successor has discontinued operations prior to the expiration of the term of that prior agreement and within the five (5) years immediately prior to the date of this Agreement, (ii) nor is Successor a “successor” to, nor “related member” of, a party as described in the foregoing clause (i). As used in this paragraph, the terms “successor” and “related member” have the meaning as prescribed in R.C. Section 3735.671(E).







____________________________

Law Director THE HUTCH, LLC


SUCCESSOR

[name of Successor] By:_____________________________________ Print Name: ______________________________ Title:____________________________________




[DEVELOPER] By: Print Name: Title:

EXHIBIT A



(attached hereto)

EXHIBIT B



(attached hereto)

EXHIBIT C.2


Form of Assignment and Assumption Agreement – Third Party


This PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into by and between the City of Middletown (the “City”), a political subdivision of the State of Ohio, through the City of Middletown City Council (the “Council”); The Hutch, LLC, a limited liability company (the “Company”) and , a (the “Successor”). Except as otherwise provided herein, capitalized terms used herein shall have the same meanings as in the Community Reinvestment Area Agreement between [______], a [________] (“Developer”) and the City, made effective _______________ (the “CRA Agreement,”) a copy of which is attached hereto as Exhibit A and incorporated herein.

WITNESSETH:



WHEREAS, on _______________, the Developer and the City entered into the CRA Agreement, concerning the redevelopment of a building with related site improvements, at the Project Site as defined in the CRA Agreement (as particularly described in Exhibit A to the CRA Agreement); and WHEREAS, by virtue of that certain ______________________ dated as of _____________, 20__, the Company succeeded on ________________, 20__ to the interest of the Developer in and to that certain portion of the Project Site hereinafter defined as the Transferred Property; and

WHEREAS, by virtue of that certain Partial Assignment and Assumption Agreement dated as of _____________, 20__ (the “Initial Assignment”), a copy of which is attached hereto as Exhibit B and incorporated herein, the Company succeeded on the Transfer Date to the interest of Developer in and to the CRA Agreement with respect to the Transferred Property;

WHEREAS, by virtue of that certain ______________________ dated as of _____________, 20__ (the “Transfer Instrument”), a copy of which is attached hereto as Exhibit C and incorporated herein, the Successor has succeeded on ________________, 20__ (the “Transfer Date”) to the interest of the Company (or a successor to the Company) in all or part of the Project Site or a Building at the Project Site (such transferred property may be referred to hereinafter as the “Transferred Property”); the Transferred Property acquired by the Successor is identified in the Transfer Instrument; and WHEREAS, the Successor wishes to obtain the benefits of the CRA Agreement, and, as agreed in the CRA Agreement, the City is willing to make these benefits available to the Successor on the terms set forth in the CRA Agreement as long as the Successor executes this Agreement and the Developer acknowledges its continued obligations under the CRA Agreement. NOW, THEREFORE, in consideration of the circumstances described above, the covenants contained in the CRA Agreement, and the benefit to be derived by the Successor from the execution hereof, the parties hereto agree as follows:


2. The City acknowledges through the Transfer Date that the CRA Agreement is in

full force and effect [the following portion will be included if the facts support it][, confirms that the Company has complied with the CRA Agreement with regard to the Transferred Property,] and releases the Company from liability for any defaults occurring after the Transfer Date with regard to the Transferred Property.


the Successor is not a party to a prior agreement granting an exemption from taxation for a structure in Ohio, at which structure the Successor has discontinued operations prior to the expiration of the term of that prior agreement and within the five (5) years immediately prior to the date of this Agreement, (ii) nor is Successor a “successor” to, nor “related member” of, a party as described in

the foregoing clause (i). As used in this paragraph, the terms “successor” and “related member” have the meaning as prescribed in R.C. Section 3735.671(E).




THE CITY OF MIDDLETOWN, OHIO


By:_____________________________________ ____________________________ Print Name: ______________________________ Law Director Title:____________________________________ THE HUTCH, LLC NAME OF SUCCESSOR

By:_____________________________________ By:___________________________ Print Name: ______________________________ Print Name: ___________________ Title:____________________________________ Title:_________________________




[DEVELOPER]

By: Print Name: Title:

EXHIBIT A



(attached hereto)

EXHIBIT B


Copy of the Initial Assignment

(attached hereto)

EXHIBIT C



(attached hereto)


October 20, 2021 TO: Jim Palenick, City Manager FROM: Chris Xeil Lyons, Economic Development Director,

prepared by Alaina Geres, Economic Development Program Manager PURPOSE To authorize the City Manager to enter into a Community Reinvestment Area (CRA) agreement with The Hutch LLC for the redevelopment of a building within the Downtown Middletown CRA Zone. BACKGROUND and FINDINGS The Hutch LLC has purchased the building at 52 S Broad Street with the intent to renovate the 52,000 SF former Journal News building to attract tenants such as a restaurant, bar, brewery, maker space, event venue, offices, etc… This project falls in line with our downtown master plan to increase economic vitality with the renovations for the commercial opportunities. He is repairing the roof and replacing all windows in line with the recommendations from the Architectural Review Board. Investment: $378,000 currently, TBD depending on tenant needs Job Creation: TBD, depends on tenant needs Payroll: Unknown unless voluntarily provided by tenants. Agreement will be consistent with proposed CRA amendments, using a baseline of 1 job and $0 in payroll. ALTERNATIVES Not approving the tax abatement. FINANCIAL IMPACT 100% tax abatement for 12 years. EMERGENCY/NON EMERGENCY Non-Emergency. ATTACHMENTS CRA Application & CRA Agreement.

Community Reinvestment Area Agreement – 52 S Broad Street

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City of Middletown

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