Dirk M. Bedarff Partner

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1 Dirk M. Bedarff Partner Covington, KY Tel: (859) Denver, CO Dirk had more than 25 years of experience in all facets of public finance and serves as bond, underwriter's and bank's counsel to a broad range of clients, including state agencies, cities, counties, universities, school districts and other special districts. He advised governmental units in both Colorado and Kentucky on constitutional and statutory (state and federal) considerations relating to the issuance of financing obligations, such as the impact of TABOR on Colorado issuers and the impact of tax and debt limits in the Kentucky constitution on Kentucky issuers, as well as structuring issues in relation to outstanding and future debt. In the Commonwealth of Kentucky. He also advised state agencies and departments, such as the Kentucky Infrastructure Authority, with respect to general legal matters associated with their financing programs. In addition to an extensive government finance practice, including general obligation financing, tax increment financing, state revolving fund financing, utility and other revenue-backed or appropriation-backed financing, Dirk brought his previous work experience in the banking industry to bear on projects benefiting a broad range of corporate entities, such as health care institutions, non-profit organizations and private schools and colleges. Dirk was a frequent speaker at municipal workshops and conferences sponsored by organizations such as the Kentucky League of Cities and, the Kentucky Department of Local Government. He also authored articles on public finance subjects, including the chapter on municipal finance and investments in the Kentucky League of Cities' City Officials Legal Handbook. Dirk was an avid outdoorsman and traveler, with a particular interest in skiing and mountain biking. Services Public Finance Economic Development Traditional Governmental Finance Health Care - Public Finance Education - Public Finance

2 Public Utilities - Public Finance Education University of Kentucky College of Law (J.D., 1984) University of Denver (B.S.B.A., 1981) Bar Admissions Kentucky Colorado Affiliations/Memberships State of Colorado Municipal Bond, Supervision Advisory Board Colorado Bar Association Southwest Colorado Bar Association Northern Kentucky Bar Association Kentucky Bar Association National Association of Bond Lawyers Bond Attorneys' Workshop, Chicago, Illinois o Small Issues, Exempt Facilities and Enterprise Zones, past panelist ( , 1997) Distinctions Best Lawyers o Languages German Public Finance o "Lawyer of the Year" Cincinnati for Public Finance Law (2017) In Memoriam Dirk M. Bedarff, a cherished husband, father, friend and Dinsmore partner, passed away on Feb. 28, 2019 at the age of 58. Dirk joined Dinsmore & Shohl in 2014 when Peck Shaffer & Williams, a firm that limited its practice to public finance, merged with Dinsmore. He split his time between the firm s Covington, Kentucky and Denver, Colorado offices. Dirk practiced municipal finance law for 30 years (and worked for Deutsche Bank for five years before that), becoming a nationally respected public finance expert and a fixture in the Kentucky and Ohio finance worlds.

3 While at Peck Shaffer, he served as managing partner for several years. Dirk s accomplishments in public finance are too many to list, however, as recently as last winter, he designed and was counsel to the Louisville Metropolitan Sewer District s commercial paper program, which received national attention. In 2017, Dirk was named Lawyer of the Year in Cincinnati for public finance to go along with a career s worth of awards and acknowledgements. But what truly set Dirk apart as an attorney was his devotion to his clients and a no-nonsense commitment to his craft. He was a very thorough attorney who had an excellent understanding of the financial goals that clients were trying to achieve, said Dinsmore partner Roger Peterman, with whom Dirk practiced for the bulk of his illustrious career. He knew the numbers and how to apply the law to get the results that clients needed. He was very creative and brought a lot of value to every transaction he worked on. But Dirk was much more than an excellent attorney to his clients. He was also an excellent person to those around him. He really cared about the members of the firm, said Dinsmore partner Mary Groves, who worked with Dirk in Denver for 14 years. In 2008, when the big financial downturn happened, Dirk said, We re not firing any lawyers. They re our biggest assets. And we didn t fire any attorneys. We all had to take a pay cut, but he made sure everyone got paid back first before the partners. Away from the office, Dirk was devoted to his daughter, Caroline, and husband, Robert. He was an avid traveler and outdoorsman who loved to hike, bike, ski and climb. He was born a German citizen, grew up in Beirut, Baghdad and then Hong Kong, where he went to elementary school. He moved just outside of New York City in Baldwin for high school, then he attended the University of Denver as an undergrad, where he was a member of the prestigious DU ski team. After graduating from the University of Kentucky College of Law and spending five years in Germany with Deutsche Bank, he settled in Kentucky. Dirk truly never stopped traveling. Within the last year alone, he visited Vietnam, South Africa and various European destinations. He will be missed and fondly remembered by his friends, family and colleagues at Dinsmore. Those interested may make a donation to the American Cancer Society in his name. Experience $64.4 million Kentucky Infrastructure Authority Wastewater and Drinking Water Revolving Fund Revenue Refunding Bonds In 2010, the Kentucky Infrastructure Authority issued its first series of cross-collateralized wastewater and drinking water revenue bonds for its federally assisted wastewater and drinking water fund programs under a new program indenture we developed as bond counsel that secured AAA ratings from all three rating agencies. In 2015, the Authority, with our assistance as bond counsel, was able to take advantage of declining interest rates to refund certain maturities of the 2010 Bonds, thereby achieving substantial debt service savings. $1,735,000 County of Bourbon, Kentucky General Obligation Bonds, Series 2017 (Bond Counsel)

4 We served as bond counsel on a $17.3 million revenue bond issue to construct improvements at Scott High School in Kenton County, Kentucky. Utilizing an annually renewable lease agreement between the school district s finance corporation and the school district and a biennially renewable participation agreement between the school district and the Kentucky School Facilities Construction Commission the tax-exempt bonds rated AA3 by Moody s were able to be issued to finance needed improvements and renovations at one of the school district s high schools. $80,000,000 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drainage System Revenue Bonds, Series 2015A (Bond Counsel) Sewer and drainage system improvements $9,380,000 City of Owensboro, Kentucky General Obligation Bonds, Series 2016D and $6,565,000 General Obligation Bond Anticipation Notes, Series 2016 (Bond Counsel) We served as bond counsel on three general obligation bond issues for the City of Owensboro, Kentucky, two of which were issued on a tax-exempt basis, and one of which was issued on a taxable basis. The issuance of the bonds enabled the City to complete multiple major downtown development projects, including a new convention center, performing arts center improvements and recreational facilities. Additionally the bonds funded an expansion to a major economic development project, creating additional opportunities for City residents. $226,340,000 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drainage System Subordinated Bond Anticipation Notes, Series 2013 (Bond Counsel) $226,340,000 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drainage System Subordinated Bond Anticipation Notes, Series 2013 (Bond Counsel) $111,345,000 Kentucky Infrastructure Authority Wastewater and Drinking Water Revolving Fund Program Revenue Bonds, Series 2012A (Bond Counsel) $111,345,000 Kentucky Infrastructure Authority Wastewater and Drinking Water Revolving Fund Program Revenue Bonds, Series 2012A (Bond Counsel) $150,000,000 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drainage System Revenue Bonds, Series 2016A; $28,315,000 Sewer and Drainage System Revenue Refunding Bonds, Series 2016B and $67,685,000 Sewer and Drainage System Sewer and drainage system improvements; refundings of prior bonds $19,400,000 Kenton County School District Finance Corporation School Building Revenue Bonds, Series 2016B (Bond Counsel) School building improvements $2,650,000 City of Covington, Kentucky Taxable General Obligation Recovery Zone Economic Development Bonds, Series 2010 (Bond Counsel) Multiple $20,942,000 University of Louisville General Receipts Bonds, Taxable Qualified Energy Conservation Bonds, 2010 Series B (Bond Counsel) Energy savings improvements in educational buildings

5 $21,660,000 County of Daviess, Kentucky Taxable General Obligation Build America Bonds, Series 2010 (Bond Counsel) Convention center construction $29,235,000 County of Floyd, Kentucky Adjustable Rate Demand Hospital Facilities Revenue Refunding and Improvement Bonds, Series 2007 (Highlands Regional Medical Center Project) (Bond Counsel) Health Care facilities $3,620,000 Ohio County Public Facilities Corporation Health Care Facilities Revenue Bonds, Series 2010 (Ohio County Hospital Project) (Bond Counsel) $3,835,000 Logan County, Kentucky Public Properties Corporation First Mortgage Revenue Refunding Bonds, Series 2010 (Detention Facilities Project) (Bond Counsel) Detention facilities refunding $4,225,000 City of Paducah, Kentucky Taxable General Obligation Refunding Bonds, Series 2014B (Police and Firefighters Pension Plan) (Bond Counsel) Refunding of pension fund liabilities $45,295,000 University of Louisville General Receipts Bonds, 2016 Series D; $5,290,000 Taxable General Receipts Bonds, 2016 Series E; and $27,625,000 General Receipt Refunding Bonds, 2016 Series F (Bond Counsel) Athletic facility improvements and refunding $50,000,000 Alabama Municipal Funding Corporation Variable Rate Municipal Funding Notes, Series 2008A (Bank Counsel) Pooled project financing for Alabama local governments $50,000,000 Missouri Development Finance Board Commercial Paper Lease Revenue Notes (Missouri Association of Municipal Utilities Program), Series 2006A (Letter of Credit Bank Counsel) Pooled project financing for Missouri local government utilities $68,575,000 Certificates of Participation (Commonwealth of Kentucky State Office Building Project) (Bond Counsel) We served as special counsel (bond counsel) on a $68.5 million Certificates of Participation financing structure to construct a new 371,160 square foot office building for use by the Commonwealth of Kentucky in Frankfort, Kentucky. The complicated Public-Private Partnership structure (P3), developed in response to a request for proposals issued by the Commonwealth in 2014, provides for the design build construction of an office building to be occupied by the Commonwealth of Kentucky upon completion. Utilizing a biennially renewable lease financing agreement and a management agreement satisfying specific requirements of the Internal Revenue Code for post completion operation and maintenance, a tax-exempt structure secured by the Commonwealth s biennially renewable lease payment obligation (rated Aa3 by Moody s Investors Service) was developed that addressed both pre-occupancy construction risk factors as well as the ongoing debt service and operational aspects of the project. $85,000,000 Kentucky Bond Development Corporation Hospital Facilities Revenue Refunding Bonds, Series 2016 (Saint Elizabeth Medical Center Inc.) (Bond Counsel)

6 Refunding of bonds for health care facilities Publications July 3, 2014 The Impact of New SEC Municipal Advisors Registration Requirements on Investment Bankers and Their Clients

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