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MA MONTHLY MEETINGUPPER DUBLIN TOWNSHIP MUNICIPAL AUTHORITY

FRIDAY, JANUARY 5, 2018 | 7:30 AM

The meeting location is accessible to person with disabilities. A request for specialaccommodations for persons with disabilities should be made at least 24 hours inadvance of the meeting by calling 215-643-1600 x3220.

The agenda may be amended during the meeting to add or delete items, change theorder of agenda items, or discuss any other business deemed necessary at the time ofthe meeting.

1 CALL TO ORDER

2 PLEDGE OF ALLEGIANCE

3 REORGANIZATION

Chairperson

Vice Chairperson

Secretary

Treasurer

Executive Director

Finance Director

Consulting Engineer

Solicitor

Open Records Officer 1

Establishment of day, time and location for regular monthly meeting(s)

4 CORRESPONDENCE AND ANNOUNCEMENTS

5 STANDARD BUSINESS

a. Move to accept the minutes of December 1, 2017, 2017 meeting without reading.

b. Move to approve payment of invoice to High Swartz in the amount of $697.00 and21st Century Media in the amount of $73.87.

6 PUBLIC COMMENT

7 PRESENTATIONS

8 DISCUSSION ITEMS

a. Pre-assessment Correspondence to Property Owners.

9 ACTION ITEMS

a. Consider Resolution MA-18-0001 Authorizing the issuance of $6 Million Notes.

10 NEW BUSINESS

11 NEXT MEETING: TO BE ADVERTISED FOR FEBRUARY 2, 2018 AT 7:30 AM

12 ADJOURN

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Municipal Authority Agenda Item Report

Agenda Item No. 2017-374Submitted by: Jesse ConteSubmitting Department: Administration Meeting Date: January 5, 2018

SUBJECTChairperson

Recommendation:

ATTACHMENTS

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SUBJECTVice Chairperson

Recommendation:

ATTACHMENTS

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SUBJECTSecretary

Recommendation:

ATTACHMENTS

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SUBJECTTreasurer

Recommendation:

ATTACHMENTS

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SUBJECTExecutive Director

Recommendation:

ATTACHMENTS

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SUBJECTFinance Director

Recommendation:

ATTACHMENTS

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SUBJECTConsulting Engineer

Recommendation:

ATTACHMENTS

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SUBJECTSolicitor

Recommendation:

ATTACHMENTS

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SUBJECTOpen Records Officer

Recommendation:

ATTACHMENTS

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SUBJECTEstablishment of day, time and location for regular monthly meeting(s)

Recommendation:

ATTACHMENTS

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SUBJECTMove to accept the minutes of December 1, 2017, 2017 meeting without reading.

Recommendation:

ATTACHMENTS 4aMinutesMA-20171201.pdf

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/137076/4aMinutesMA-20171201.pdf

MEETING AGENDA GENERAL MUNICIPAL AUTHORITY OF UPPER DUBLIN TOWNSHIP

FRIDAY, DECEMBER 1, 2017 at 7:30AM Upper Dublin Township Building

1. Call to Order

2. Pledge of Allegiance

3. Correspondence & Announcements

4. Standard Business

a. Move to accept the minutes of November 3, 2017 meeting without reading.

a. Move to approve payment of invoices: High Swartz in the amount of $203.50 Boles Smyth in the amount of $2,205.00

5. Public Comment

6. Presentations

7. Discussion Items

a. Review and approval of the (BI‐) Annual Report to Board of Commissioners.

b. Review Authority Borrowing.

8. Action Items

9. New Business

10. Next Meeting: Advertised for January 5, 2018 at 7:30 AM.

11. Motion to Adjourn

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A meeting of the Upper Dublin Township Municipal Authority (MA) of Upper Dublin Township (UDT) was held on Friday, December 1, 2017, at 7:30 A.M., in the Township Building, Chairperson Robert Pesavento presiding.

In attendance were MA members, Robert Pesavento, Ronald Feldman, Robert Danaher, Greg Diehl and Michael Markman. Also present were Paul Leonard, Executive Director; Jonathan Bleemer, Finance Director; Gil High, Solicitor representing the Municipal Authority; Jack Smyth and Ronald Wagenmann of Boles Smyth. Commissioner Liz Ferry, Township Economic Development Specialist, Graham Copeland, and Glenn Griffin Planning Commission member were among those in the audience. Tab 3 CORRESPONDENCE & ANNOUNCEMENTS - None Tab 4 STANDARD BUSINESS

a. Move to accept the Minutes of November 3, 2017 Meeting without Reading: Mr. Feldman motioned, with Mr. Danaher seconding, to accept the Minutes of November 3, 2017 meeting without reading.

VOTE ON MOTION 5-0 YES MOTION CARRIED

b. Move to approve payment of invoices: Mr. Feldman motioned, with Mr. Danaher seconding, to approve the payment of invoices to High Swartz in the amount of $203.50 and Boles Smyth in the amount of $2,205.00.

VOTE ON MOTION 5-0 YES MOTION CARRIED

Tab 5 PUBLIC COMMENT - None Tab 6 PRESENTATIONS - None Tab 7 DISCUSSION ITEMS

a. Review and approval of the (BI-) Annual Report to Board of Commissioners.

Mr. Pesavento: I reviewed draft 2 and this is draft 3. Are there any major changes? Mr. Leonard: No major changes. Mr. Pesavento: This report lays out our activities for this past year, our project priorities, our finances and reviews our transparency. Attached is our project list and an article from the Philadelphia Business Journal. Mr. Leonard: Mr. Smyth has some additions to the project list. Mr. Smyth: I have handed out a new version of the project priority list. We found out a day ago that Commonwealth Financing Authority (CFA) Multi-modal Transportation Fund grant has awarded $800,000 to the Delaware Drive Cross County Trail & Road Diet Middle Section Project. Last year the CFA awarded the

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Township $400,000 for the same project. So that is $1.2 M awarded for that project which will construct the final middle segment and connect the entire 2.5 mile Cross County Trail system in the Fort Washington Office Park. The trail will be turned over to the County for maintenance. The Township has not received the grant award letter yet.

Mr. Pesavento: Is the grant to the Township or the Authority? Mr. Smyth: The grant is to the Township as the applicant. Mr. Leonard: We fully expect that the Authority will administer the grant and contribute the matching funds. This connection takes the improvements up to and past 520 Virginia Drive where the Township may be locating the library. There will also be a significant amount of drainage improvements in addition to the Cross County Trail and road diet. With this infusion of grant money can we shift money to Commerce Drive and the Commerce Drive culvert considering the need to replace the culvert system? Mr. Smyth: There is a priority one project for the Bodenstein Channel for $750,000. There is a 250 foot section of the channel that that flows under Pennsylvania Avenue in a pipe system that is in need of replacement, which is not part of the Fort Washington Cross County Trail & Road Diet (FWCCT&RD) project. The price of that addition to the Commerce Drive project is preliminarily estimated to be approximately $600,000. The question is whether the 250 foot culvert replacement should be added to the FWCCT&RD project? Mr. Danaher: Are there any potential partners for this work? Mr. Leonard: We approached the 475 Pennsylvania applicants for improvements to this culvert. The Zoning Hearing Board (ZHB) looked at the current building and the new proposed building. The ZHB gave them relief to construct the new building. The water for this property does not significantly go to this culvert. There is a Gateway Improvements line item on the MA Priority 1 list for $250k. This includes improving the Pennsylvania Avenue & Commerce Drive corner area. We have asked the applicants to contribute half of that cost. Mr. Pesavento: I thought the Township has opposed development in the floodplain for 25 years. Mr. Leonard: The applicant is reducing the impervious and flooding issue. The ZHB looked at this as an improvement. The building could have been refurbished. This does not set a legal precedent. Mr. Danaher: Any relief for development in the flood plain could change the mind set of developers.

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Mr. Leonard: The Board of Commissioners defended the ordinances. Mr. Danaher: I would recommend the MA wait at least one month in order to identify if there are partners for the culvert replacement. Mr. Leonard: The 475 Pennsylvania applicant has committed to improve their frontage. There is a requested waiver elated to widening of Pennsylvania Avenue. Mr. Smyth: They are providing additional right-of-way for future potential roadway widening. Mr. Smyth: We are required to obtain a permit from PA Department of Environmental Protection (DEP) for the trail construction along the Bodenstein Channel as part of the FWCCT&RD project. If the culvert is to be replaced, the least impacting scenario is for the FWCCT&RD permit to include the culvert replacement. So waiting short term will not affect the schedule; however, more than two months may impact the permits schedule. Mr. Pesavento: Please add this culvert replacement as a discussion item for our January meeting.

b. Review Authority Borrowing. Mr. Pesavento: One of the bullet points in the financing was that 5% has to be spent within six months. Is that an issue? Mr. Bleemer: That has already been spent on engineering for MA Priority 1 projects. Mr. Smyth: The phasing of the FWCCT&RD and Zip Ramp projects have been reviewed in a meeting with representatives from PennDOT. We have proposed to construct the local Commerce Drive improvements from the PA 309 overpass to Delaware Drive as phase one. Phase two is proposed as construction of the Zip Ramp due to required coordination with the PA Turnpike Commission. Phase three is proposed as the remaining Commerce Drive and trail construction from Pennsylvania Avenue to the PA 309 overpass due to the PA DEP permits required for the Bodenstein Channel. Mr. Pesavento: Will a Bodenstein channel culvert replacement project require road closing? Mr. Smyth: No. Mr. Leonard: The left out from the Lifetime Fitness driveway to Commerce Drive is difficult. That is a temporary driveway. Is that in phase one?

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Mr. Smyth: Yes, the driveway is in phase one and we need to review the development conditions related to the driveway. Phase one construction will satisfy the condition for collection of the $300K contribution from LifeTime Fitness. Phase two will satisfy the condition for collection of the additional $400K contribution. The PennDOT representatives noted the grant award was for the full construction of the proposed phase 1 and phase 3 projects. We suggested the Township provide a letter of commitment to complete the phase 3 project or repay the grant funds received for construction of phase 1. The PennDOT representatives stated this may be acceptable and will coordinate with PennDOT Central Office for concurrence. Mr. Leonard: We have to get to the Shade Tree Commission about removal of large trees at the former Montgomery News property and also inform utilities about this project. Mr. Smyth: We have notified utilities. Phase one has the lowest amount of utility involvement. We will be requesting a meeting with TruMark to review all the changes. Mr. Bleemer: If you go back to the MA bond issuance timeline we are planning on closing on the bond in March. Mr. Pesavento: Do we know the rates yet? Mr. Bleemer: Likely between 2 ½ and 3%. The assessments will be sent by the Finance Department. Mr. Leonard: We have to get the word out about the significant monetary investments made in the office park to date by the Township and the State. Mr. Bleemer: Page four and five show the different 20 and 25 year bond options. It is not variable, but fixed. Mr. Diehl: What happens if interest rates increase? Mr. Bleemer: You can wait a month to decide on 20 or 25 year terms. Mr. Markman: I would recommend the MA select the longer term bond to take advantage of low interest rates. Mr. Bleemer: We will be doing an RFP for underwriters. Mr. Bleemer: Borrowing for an Authority is a little different than for a Township so we have PFM as bond counsel. Mr. Feldman: Can the MA go directly to the bond pool?

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Mr. Leonard: We can have PFM do an all-in cost estimate for either option, then determine if the bond pool should be considered. Mr. Markman: How many points will the MA pay? Mr. Bleemer: About 20 basis points. Mr. Feldman: I am concerned about waiting for March. Can we move it up? Mr. Leonard: The Board of Commissioners approval would have to move up as well. Mr. Danaher: We can call a special meeting in a week or two weeks to make this decision. Mr. Bleemer: Both Boards could approve it in January for a February settlement.

Tab 8 ACTION ITEMS - none Tab 9 NEW BUSINESS

Mr. Leonard: We received a proposal for Grant funding assistance in Harrisburg from Stevens and Lee. The proposal includes a contingency fee. We have done this once before. I don’t know if other firms can do this for the same or less money. Mr. Markman: I can get you several names. Mr. Leonard: Stevens and Lee is aware that we are not ready to proceed. Ms. Ferry: Is there a timeframe on their proposal? Mr. Danaher: This is a two-year contract with a contingency and also a monthly fee. Ms. Ferry: I can send you some names as well. It can even be an individual. Mr. Diehl: The proposal's condition for a success bonus that may not be paid out of the grant award seems high. Mr. Danaher: It is noted that if they are not successful they still get $200K. Therefore, this strategy may be premature. Where does the land acquisition process stand for the Completion of Virginia Drive Interchange? Mr. Leonard: We are doing survey and appraisal work and have continued coordination with property owners. Mr. Danaher: When will the MA be in a position to make offers?

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Mr. Leonard: After the appraisals are completed. The owners split the cost of the appraisals. Eminent domain is always a possibility. There is also an adverse possession issue on one of the properties. Mr. Copeland: A few questions, is the Bodenstein Channel Culvert Replacement a project that can get grant funding for stormwater? Mr. Smyth: There may be some if they meet our timeframe. Also, we are waiting on the results of the DCNR grant application for the Delaware Drive Cross County Trail section. Mr. Copeland: For the FWCCT&RD project, can the utilities be put underground? Mr. Smyth: If the utility is in the right-of-way and they are not being reimbursed they will not go underground unless paid. Mr. Copeland: Where is the FEMA map change? Mr. Leonard: The fourth plan reviewer from FEMA has questions. We have thought that we were at the final review on this several times. We hope that it will be advertised in the Federal register in January. The maps are acceptable technically. Mr. Markman: I would note, Boles Smyth has been very effective in getting grants and is charging hourly. Mr. Leonard: On a related note, the Authority might want to designate an Authority Engineer through a formal selection process that would result in not having to bid for engineering services if seeking reimbursement. The engineering percentage allowed in grants is usually 10 to 15% and Boles Smyth is usually close to 10%. It might make it more streamlined if there is an appointed Authority Engineer. Mr. Bleemer: The Authority has a reorganization meeting in January and they can consider that appointment then. Mr. Smyth: PennDOT’s guidelines require an RFQ process for consultant selection in order to be recognized by PennDOT as the MA Engineer. This allows grant money to be applied toward design. To date, the local match requirements have been the design costs. It gets the Authority into conformance from a PennDOT standpoint as related to consultant selection. Mr. Leonard: We don’t have to do this at reorganization; it can be done at any time. Mr. Bleemer: Does this PennDOT requirement include Construction Inspection? Mr. Smyth: To date, Construction Inspection has been with a qualified firm that has been selected through an RFP process. Therefore, it is in conformance with PennDOT requirements for grant reimbursement.

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Tab 10 NEXT MEETING: January 5, 2018 at 7:30 AM. Tab 11 ADJOURNMENT There being no more business to discuss, Mr. Feldman motioned, with Mr. Danaher seconding, to adjourn the meeting to executive session. VOTE ON MOTION 5-0 YES MOTION CARRIED

Respectfully submitted, _______________________________ Deb Ritter, Recording Secretary ATTEST: ___________________________________ Robert Pesavento, Chairperson

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Agenda Item No. 2017-396Submitted by: Deb RitterSubmitting Department: Meeting Date: January 5, 2018

SUBJECTConsider Resolution MA-18-0001 Authorizing the issuance of $6 Million Notes.

Recommendation:

ATTACHMENTS 9a.pdf

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/137075/9a.pdf

12-A- 1=7-

RESOLUTION OF THE

UPPER DUBLIN TOWNSHIP MUNICIPAL AUTHORITY

MONTGOMERY COUNTY, PENNSYLVANIA

A RESOLUTION AUTHORIZING THE ISSUANCE OF THE

$6,000,000 GUARANTEED REVENUE NOTES, 2018 SERIES

(COLLECTIVELY, THE "2018 NOTES"), BY THE UPPER DUBLIN

TOWNSHIP MUNICIPAL AUTHORITY; APPROVING CERTAIN CAPITAL

PROJECTS; APPROVING THE NEGOTIATED SALE OF THE

GUARANTEED REVENUE NOTES, 2018 SERIES TO THE DELAWARE

VALLEY REGIONAL FINANCE AUTHORITY; APPROVING THE FORMS

OF THE LOAN DOCUMENTS AND AUTHORIZING AND DIRECTING THE

EXECUTION AND DELIVERY OF ALL DOCUMENTS NECESSARY TO

ISSUE THE 2018 NOTES GUARANTEED BY THE TOWNSHIP OF UPPER

DUBLIN; SETTING THE MAXIMUM INTEREST RATE AND THE

PRINCIPAL AMORTIZATION SCHEDULE; AND REPEALING

INCONSISTENT RESOLUTIONS.

WITNES SETH:

WHEREAS, the Upper Dublin Township Municipal Authority (the "Authority") was

incorporated pursuant to the Municipality Authorities Act, 53 Pa. C.S. §5601 et seq (the

"Authorities Act") by appropriate actions of the Board of Commissioners of the Township of

Upper Dublin (the "Township"); and

WHEREAS, the Authority is responsible for funding the acquisition, construction,

administration, operation, and maintenance costs of transportation projects, storm water and

flood control projects, and other facilities (collectively, the "Facilities"), together with

contributions from the Township and grants from other governments and foundations, that

benefit the health and welfare of owners of properties (the "Owners") located within the Fort

Washington Office Park; and

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WHEREAS, the Authority may assess and collect charges (the "Revenues") from the

Owners to fund the costs of acquisition, construction, administration, operation, maintenance,

and debt service of the Facilities; and

WHEREAS, the Authority has determined to undertake certain capital projects to (i)

acquire real estate, (ii) construct an access ramp to Route 309, (iii) construct an access ramp to

the Pennsylvania Turnpike, (iv) construct trails, (v) construct and improve flood and storm water

facilities, (vii) construct and improve roads and bridges, and (viii) other transportation projects

(the "2018 Projects"), and the Authority and Township have obtained preliminary estimates of

the costs of the 2018 Projects from persons qualified by experience; and

WHEREAS, the 2018 Projects shall be for the benefit and use of the general public, and

no private party shall have any special legal entitlement to the beneficial use of the 2018

Projects, through a lease, management contract, or any other arrangement that would result in a

private business use under the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the Authority has determined to authorize and issue the Guaranteed

Revenue Notes, 2018 Series (the "2018 Notes") to fund, together with other available funds,

(i) the 2018 Projects and (ii) the costs of issuance of the 2018 Notes; and

WHEREAS, the Authority has determined that the negotiated sale of the 2018 Notes to

the Delaware Valley Regional Finance Authority ("DelVal") is in the best financial interest of

the Authority; and

WHEREAS, DelVal's Loan Commitment, as a condition to the purchase of the 2018

Notes, requires the execution and delivery of (i) a guaranty agreement (the "Guaranty") by and

among the Authority, the Township, and DelVal to secure the Authority's payment obligations

under the 2018 Notes; and

WHEREAS, the Township has determined that the 2018 Projects will benefit and

contribute to the health and general welfare of the Township's residents; and

WHEREAS, the Township expects the Revenues to be sufficient to pay the costs of

acquisition, construction, administration, operation, maintenance, and debt service of the

Facilities; and

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WHEREAS, the Township has determined that the execution of the Guaranty will allow

the Authority to minimize the costs of the 2018 Notes and thereby minimize the rates and

charges that the Authority must assess for the Facilities; and

WHEREAS, the execution and delivery of the Guaranty, under which the Township shall

guarantee the Authority's obligations to pay principal, interest, and other charges due and

payable to DelVal under the terms of the 2018 Notes and the related loan agreement (the "Loan

Agreement") will constitute "lease rental debt" under the Pennsylvania Local Government Unit

Debt Act, 53 Pa. C.S.A. §8001, et seq (the "Debt Act"), as amended and restated; and

WHEREAS, the proposed increase of lease rental debt from the execution of the

Guaranty, together with the nonelectoral and lease rental debt presently outstanding, will not

cause the constitutional or statutory debt limitations of the Township to be exceeded; and

WHEREAS, DelVal, a public authority within the meaning of the Debt Act, has from

time to time issued Local Government Revenue Bonds (the "DelVal Bonds"), to provide funds

for loans to be secured by the pledge of the full faith, credit and taxing power of local

government units (the "Loan Program"); and

WHEREAS, DelVal has from time to time entered into interest rate swap agreements

related to the DelVal Bonds (collectively, the "DelVal Swap Agreement") in order to provide a

more cost effective Loan Program and to allow participants in the Loan Program to manage

interest rate risk more efficiently; and

WHEREAS, Calhoun Baker Inc. (the "Financial Advisor") is an "Independent Financial

Advisor", as such term is defined in the Debt Act, to DelVal, and the Financial Advisor has

prepared an "Interest Rate Management Plan" (the "Plan"), as such term is defined in the Debt

Act, and an Interest Rate Swap Management Policy (the "Swap Policy") that have been adopted

by the Board of Directors of DelVal; and

WHEREAS, DelVal established minimum criteria of long term, senior, unsecured debt

ratings in the "AA" category or higher by at least one Nationally Recognized Statistical Rating

Organization registered with the Securities and Exchange Commission for any counterparty to

the DelVal Swap Agreement (or a rating equal to or higher than the counterparty active under a

swap agreement related to any series of DelVal Bonds), and the Board of DelVal found that the

award of transactions under the DelVal Swap Agreement by negotiation in a private sale was in

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the best financial interests of DelVal and the participants in the Loan Program, and the Financial

Advisor concluded that the financial terms and conditions of the DelVal Swap Agreement were

fair and reasonable as of the date of award; and

WHEREAS, the Authority wishes to utilize the DelVal Loan Program by issuing the

2018 Notes to DelVal; and

WHEREAS, under the terms of the Loan Agreement with DelVal, interest payments on

the 2018 Notes (the "Loan Interest") will equal the amounts allocable to the 2018 Notes for

interest on the DelVal Bonds, regularly scheduled payments on the DelVal Swap Agreement,

and other costs and liquidity requirements incurred by DelVal to administer the Loan Program;

and

WHEREAS, under the terms of the Loan Agreement with DelVal, the principal amount

outstanding of the 2018 Notes (the "Loan Principal") will equal the notional amount of the

DelVal Swap Agreement related to the 2018 Notes; and; and

WHEREAS, under the terms of the Guaranty, the Township shall guarantee the timely

payment of all amounts due under the Loan Agreement and the 2018 Notes, including payments

under the DelVal Swap Agreement related to the 2018 Notes; and

WHEREAS, the Township intends to (i) designate the Guaranty and the portion of the

DelVal Swap Agreement related to the 2018 Notes and the Loan Agreement as a Qualified

Interest Rate Management Agreement under the Debt Act, (ii) approve the Plan as the Interest

Rate Management Plan required by the Debt Act, and (iii) adopt the Swap Policy.

NOW, THEREFORE, BE IT RESOLVED AND ADOPTED BY THE BOARD OF

DIRECTORS OF THE UPPER DUBLIN TOWNSHIP MUNICIPAL AUTHORITY THAT:

SECTION 1. APPROVAL OF PROJECT, ESTIMATED USEFUL LIFE OF THE PROJECT, AND APPROVAL OF THE 2018 NOTES

The thirty-year estimated, weighted average useful life of the 2018 Projects exceeds the

twenty-five year term of the 2018 Notes. The principal of the 2018 Notes shall be amortized to

provide level or declining annual debt service. The amortization of the principal amounts of the

2018 Notes shall begin within two years of the issuance of the 2018 Notes.

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The Board of Directors of the Authority (the "Board") hereby authorizes and approves

the 2018 Projects. The Board hereby approves and directs the issuance of the 2018 Notes in the

aggregate par amount of SIX MILLION DOLLARS ($6,000,000).

SECTION 2. APPROVAL OF THE LOAN COMMITMENT

The Board, after due deliberation and investigation, hereby determines that a private sale

by negotiation of the 2018 Notes is in the best financial interests of the Authority. The 2018

Notes shall be sold at a negotiated sale in accordance with the terms of a proposal (the "Loan

Commitment") submitted by DelVal. The DelVal Loan Commitment for the 2018 Notes at a

price of $6,000,000 is hereby accepted. The Authority shall be responsible for paying DelVal's

costs of issuance, in an amount not to exceed $30,000, as directed by DelVal's Program

Administrator upon the issuance of the 2018 Notes. The 2018 Notes shall be purchased by

DelVal on or about February 15, 2018, or in such installments and/or at such other times as the

Board's Chairperson and DelVal's Program Administrator shall determine.

SECTION 3. APPROVAL OF THE FORMS OF THE LOAN DOCUMENTS AND AUTHORIZATION TO

EXECUTE THE AGREEMENTS TO ISSUE THE 2018 NOTES

The Board hereby approves the substantial forms of the 2018 Notes, Loan Agreement,

Guaranty, Participant Tax Compliance Agreement, and Participant Continuing Disclosure

Agreement (collectively, the "Loan Documents") attached to DelVal's Loan Commitment. The

Chairperson or Vice Chairperson and the Secretary or Assistant Secretary (the "Authorized

Officers") are hereby authorized and directed to execute and deliver the Loan Documents, each

in the respective form attached to the Loan Commitment, but with such alterations, deletions and

additions as the Authorized Officers may approve (such approval to be conclusively established

by the execution by said Authorized Officers). The Authorized Officers also are hereby

authorized and directed (i) to execute and deliver such other certificates, instruments, and

agreements and (ii) to take all actions that may be necessary or beneficial to issue the 2018

Notes.

SECTION 4. MAXIMUM INTEREST RATE AND AMORTIZATION SCHEDULE

The indebtedness of the 2018 Notes shall be evidenced by Notes in the aggregate par

amount of SIX MILLION DOLLARS ($6,000,000). The 2018 Notes shall bear interest at the

floating rate and shall be subject to optional redemption as specified in the Loan Agreement and

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the 2018 Notes, the substantial forms of which are attached to the Loan Commitment. The

principal amortization schedule and maximum annual debt service payments for the 2018 Notes

(based upon the maximum interest rate of 15%) are set forth below:

Guaranteed Revenue Notes, 2018 Series Principal Amortization Schedule and

Maximum Annual Debt Service

Maximum Maximum Maximum Bond Year Interest Interest Annual

Ending Principal (1) Rate Payment (2) Debt Service

25-Mar-18 $ 15% $ 100,000.00 $ 100,000.00 25-Mar-19 170,000.00 15% 900,000.00 1,070,000.00 25-Mar-20 175,000.00 15% 874,500.00 1,049,500.00 25-Mar-21 180,000.00 15% 848,250.00 1,028,250.00 25-Mar-22 185,000.00 15% 821,250.00 1,006,250.00 25-Mar-23 190,000.00 15% 793,500.00 983,500.00 25-Mar-24 195,000.00 15% 765,000.00 960,000.00 25-Mar-25 200,000.00 15% 735,750.00 935,750.00 25-Mar-26 206,000.00 15% 705,750.00 911,750.00 25-Mar-27 211,000.00 15% 674,850.00 885,850.00 25-Mar-28 217,000.00 15% 643,200.00 860,200.00 25-Mar-29 223,000.00 15% 610,650.00 833,650.00 25-Mar-30 229,000.00 15% 577,200.00 806,200.00 25-Mar-31 235,000.00 15% 542,850.00 777,850.00 25-Mar-32 242,000.00 15% 507,600.00 749,600.00 25-Mar-33 249,000.00 15% 471,300.00 720,300.00 25-Mar-34 255,000.00 15% 433,950.00 688,950.00 25-Mar-35 262,000.00 15% 395,700.00 657,700.00 25-Mar-36 270,000.00 15% 356,400.00 626,400.00 25-Mar-37 277,000.00 15% 315,900.00 592,900.00 25-Mar-38 285,000.00 15% 274,350.00 559,350.00 25-Mar-39 292,000.00 15% 231,600.00 523,600.00 25-Mar-40 300,000.00 15% 187,800.00 487,800.00 25-Mar-41 309,000.00 15% 142,800.00 451,800.00 25-Mar-42 317,000.00 15% 96,450.00 413,450.00 25-Mar-43 326,000.00 15% 48,900.00 374,900.00

Total $6,000,000.00 $ 13,055,500.00 $ 19,055,500.00

(1) Principal is payable annually, commencing on: 25-Mar-19 Principal is amortized to provide level or declining annual debt service. (2) Interest is payable monthly on the 25th, commencing: 25-Feb-18

Interest is calculated for the period beginning on: 15-Feb-18

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SECTION 5. PLEDGE OF REVENUES

The Authority hereby covenants to assess rates and charges to the Owners to generate

Revenues which, together with other unrestricted funds available to the Authority, shall be

sufficient to provide for the costs to acquire, construct, administer, operate, and maintain the

Facilities and to pay 100% of the Authority's debt service obligations, including the 2018 Notes.

The Authority hereby pledges the Revenues for the repayment of all the obligations due under

the Loan Agreement and the 2018 Notes. The Authority hereby covenants not to incur any other

obligations with a pledge of Revenues senior to the pledge for the 2018 Notes as long as any

obligations or payments due under the Loan Agreement or the 2018 Notes remain outstanding.

The Authority hereby covenants:

1) to include all periodic, scheduled payments of Loan Interest and Loan Principal

payable under the Loan Agreement and the 2018 Notes in the budget of the fiscal

year in which such amounts are due and payable,

2) to appropriate such amounts from its general revenues, and

3) to pay, or cause to be paid, punctually and duly, such amounts that are due and

payable under the Loan Agreement and the 2018 Notes on the dates, at the places,

and in the manner stated in the Loan Agreement and the 2018 Notes.

SECTION 6. COVENANTS FOR TERMINATION CHARGES

The Authority hereby covenants:

1) to include the amounts due under the Loan Agreement for Termination Charges for

the DelVal Swap Agreement related to the 2018 Notes for each fiscal year in which

such Termination Charges are payable in its budget for that year,

2) to appropriate such amounts from its general revenues for the payment of such

Termination Charges, and

3) to duly and punctually pay or cause to be paid from its sinking fund or any other of its

revenues or funds the Termination Charges at the dates and places and in the manner

stated in the 2018 Notes and the Loan Agreement.

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The Authority's obligations to make scheduled payments of the DelVal Swap Agreement related

to the 2018 Notes are senior to any obligation for a Termination Charge allocable to the 2018

Notes.

SECTION 7. CONFLICTING RESOLUTIONS ARE REPEALED

All Resolutions or parts of Resolutions not in accord with this Resolution are hereby

repealed insofar as they conflict herewith.

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IN WITNESS WHEREOF, we, the undersigned Authorized Officers, have hereunto set

our signatures and affixed hereto the Seal of the UPPER DUBLIN TOWNSHIP MUNICIPAL

AUTHORITY, Montgomery County, Pennsylvania.

Dated: January 5, 2018

ROBERT PESAVENTO Chairperson

[Seal]

ATTEST:

MICHAEL MARKMAN SECRETARY

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