24-attachment tony email exchange NURFC keyword Cooperative Agm

8/7/2019 24-attachment tony email exchange NURFC keyword Cooperative Agm

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COOPERATIVE USE AGREEMENT

by and between

NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC.

and

STATE OF OHIO

acting by and through

OHIO CULTURAL FACILITIES COMMISSION

Datedas of

July 1, 2008


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COOPERATIVE USE AGREEMENT

This Cooperative Use Agreement (this CU Agreement) is entered into and effective as of July1, 2008, by and between National Underground Railroad Freedom Center, Inc., as ProjectSponsor (the Project Sponsor), and the State of Ohio (the State), acting by and through theOhio Cultural Facilities Commission (the OCFC), a state agency organized and operatingunder Ohio Revised Code (the ORC) Chapter 3383 (the Act).

Capitalized terms not otherwise defined herein shall have the same meaning as such terms aredefined in the Act.

RECITALS

1. Pursuant to Ohio Revised Code (ORC) Chapter 152, Section 2i of the OhioConstitution, the Ohio Building Authority (the OBA) has issued bonds (the OBA Bonds) forthe purpose of providing money to pay costs of acquiring, constructing, reconstructing,

rehabilitating, renovating, enlarging and otherwise improving Ohio cultural facilities (asdefined in ORC Chapter 3383, hereinafter referred to as the Act) for housing personnel andfunctions of the OCFC, including the Cultural Project and the Facility (each as definedbelow).

2. The Ohio General Assembly, effective July 1, 2005, enacted legislation providingthat the Treasurer of State (the Treasurer) (a) succeed to and replace the OBA as the issuingauthority in all matters relating to the issuance of obligations for the financing of Ohio culturalfacilities, and (b) succeed to, and have and perform all of, the duties, powers, obligations andfunctions, and have all the rights of, the OBA provided for in or pursuant to resolutions, rulesand agreements previously entered into by the OBA.

3. The Treasurer has and will issue bonds (the Treasurer Bonds, and together withthe OBA Bonds and any bonds, notes or other obligations that refund OBA Bonds or TreasurerBonds, the Bonds) for the purpose of providing money to pay costs of acquiring, constructing,reconstructing, rehabilitating, renovating, enlarging and otherwise improving Ohio culturalfacilities to house personnel or functions of the OCFC, including the Project and the Facility.

4. In order to finance Ohio cultural facilities, the State (acting through the OBA orthe Treasurer) must have a sufficient interest in an Ohio cultural facility.

5. Under financings by the OBA, the owner of the property on which an Ohiocultural facility is to be located would lease that property to the OCFC, the OCFC would grantand convey all of its rights in the property to the OBA and the OBA would lease to the OCFC theOhio cultural facility financed by the OBA Bonds.

6. Under financings by the Treasurer, the Ohio cultural facility financed by theTreasurer Bonds are leased by the Ohio Public Facilities Commission (the OPFC) to theOCFC, and the OCFC enters into a cooperative use agreement with the owner of the realproperty on which an Ohio cultural facility is located.


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7. Portions of the Project and the Facility have been leased by OCFC from the OBAand OPFC.

8. In accordance with the Act, (a) the OCFC shall engage in and provide for thedevelopment, performance and presentation or making available of culture to the public in thisState, and the provision of training or education in culture, by the exercise of its powers underthe Act, including the provision, operation, management and cooperative use of Ohio culturalfacilities, and (b) the OCFC may own, construct or provide for the construction of, lease, equip,furnish, administer, and manage or provide for the operation and management of, and cooperatein the use of, Ohio cultural facilities.

9. In accordance with the Act, the OCFC may make and enter into all contracts,commitments and agreements, and execute all instruments, necessary or incidental to theperformance of its duties and the execution of its rights and powers under the Act and doanything necessary or appropriate to carry out the purposes of and exercise the powers granted inthe Act.

10. The Project Sponsor is an Ohio nonprofit corporation, a 501(c)(3) organizationunder the Internal Revenue Code of 1986, as amended, and a cultural organization as definedin the Act, and the Project Sponsor and the OCFC wish to provide for The National UndergroundRailroad Freedom Center (the Cultural Project) and the operation of a museum and educationalcenter (which, together with the surrounding premises on which the National UndergroundRailroad Freedom Center is located, are hereinafter referred to collectively as the Facility).

11. The General Assembly of the State of Ohio has appropriated funds to the OCFCto finance all or a portion of the costs of the Cultural Project.

12. In accordance with Section 3383.07(A) of the Act, the OCFC may determine that

construction services for a cultural project be provided by the OCFC, a governmental agency or acultural organization that occupies, will occupy, or is responsible for, the cultural facility.Construction services to be provided by such governmental agency or a cultural organizationshall be specified in an agreement between the OCFC and the governmental agency or culturalorganization.

13. In accordance with Section 3383.07(A) of the Act, the OCFC has determined thatthe Project Sponsor would be the construction administrator of the Cultural Project, pursuant tothe Arts Facility Construction Administration and Funding Agreement dated as of March 23,2007, as amended (the CAF Agreement).

14. It is estimated that the total cost of the Cultural Project is approximately$117,744,000. $14,483,332 of the costs of the Cultural Project financed by the OCFC (the StateImprovements) has been, or shall be, paid with the proceeds of the Bonds and the remainingcosts has been, or will be, paid from the Local Share (as hereinafter defined).

15. Pursuant to the Act, the OCFC may determine that general building services beprovided by a governmental agency or by a cultural organization that occupies, will occupy, or isresponsible for the Facility. The costs of management and general building services shall be paid


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by the cultural organization that occupies, will occupy, or is responsible for the Facility asprovided in an agreement between the OCFC and the cultural organization.

16. In accordance with Section 3383.07(C) of the Act, the OCFC has determined thatthe Project Sponsor, as a governmental agency or cultural organization that occupies, willoccupy, or is responsible for the Facility, shall provide the general building services, and theProject Sponsor is willing to assume responsibility for the provision of, and payment of costs of,such general building services for the Facility as provided herein.

17. The OCFC has authorized the execution of this CU Agreement and determinedthat the cooperative use of the Facility, as provided in this CU Agreement, contributes to thedevelopment, performance, and presentation of culture, or making the same available, to thepublic of this State.

18. The OCFC and the Project Sponsor wish to outline the terms and conditions of theCU Agreement as soon as possible to facilitate the completion of the Cultural Project and theoperation of the Facility.

In consideration of the mutual promises and covenants set forth herein, the parties agree asfollows:

ARTICLE IOPERATION/OWNERSHIP

Section 1. General. The Project Sponsor shall operate and manage the Facility pursuant to theterms of this CU Agreement and in accordance with the terms of the Act. The Project Sponsorshall also:

(a) (i) operate and manage the Facility so as to maintain the Facility as a first-class facility ofits type available to the general public of the State, and (ii) take any and all actionsreasonably necessary to insure such, for the primary purpose of operating andmaintaining a museum and education center;

(b) use the Project Sponsors staff as necessary to manage the Facility in the best interests ofthe OCFC, the OPFC, the Treasurer, and the State for the presentation of culture asdefined in Section 3383.01(A) of the Act;

(c) cooperate with the OCFC, the OPFC, the Treasurer, and the State in the construction ofthe Cultural Project and the resolution of any issues, questions or concerns which theOCFC, the OPFC, the Treasurer, or the State may have about the management of the

Facility;

(d) coordinate the resolution of any and all issues with the OCFCs, the OPFCs, theTreasurers, and the States employees, agents, and servants; and

(e) exercise the highest degree of professional skill and competence in the management ofthe Facility.


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Section 2. Local Share. The States Share of the total costs of the Cultural Project (the TotalCosts) shall be an amount equal to the lesser of the State appropriation for the Cultural Projector the costs of the Cultural Project authorized for expenditure thereon by the OCFC and shall befinanced solely from the proceeds of the Facility Bonds. The local share (the Local Share)shall be an amount equal to the Total Costs of the Cultural Project less the States Share. The

current estimated Total Costs of the Cultural Project and the apportionment of such costsbetween the Local Share and the States Share are set forth on Exhibit A.

The source of the Local Share by the Project Sponsor is set forth on Exhibit B. Notwithstandingthe foregoing, prior to the distribution of any State funds, the Executive Director shall, in hersole discretion, review the projected amounts and sources of the Local Share to ensure that thereare sufficient funds to build the Cultural Project and fully fund the Cultural Project, as requiredin the Resolution.

To the extent that any portion of the States Share is a reimbursement to the NURFC for costs ofthe Cultural Project previously financed from the proceeds of bonds, notes or other obligationsthe interest on which is exempt from federal income taxes, the NURFC covenants that it will usethat portion of the States Share to retire or redeem all or a portion of such bonds, notes or otherobligations within 30 days of the NURFCs receipt of the payment of the States Share from theOCFC.

Section 3. Full Funding. The Project Sponsor acknowledges that full funding of the CulturalProject occurs when it can demonstrate, to the satisfaction of the Executive Director of theOCFC, in her sole discretion, that funds to pay for all hard and soft costs of the Cultural Projecthave been Raised, as hereinafter defined. These costs include but are not limited to design,construction, land acquisition, environmental assessment and remediation, exhibits, furniture,fixtures, equipment, construction management and other professional service fees, legal fees,marketing, start-up operations, operating endowments, utilities and other start-up costs,

insurance, performance or payment bonds, taxes and permits.

As used herein, Raised means the receipt of written pledges from credit-worthy entities,written funding commitments from governmental entities and/or written guarantees and/or cashreceipts, or a combination of the foregoing.

ARTICLE IIIREPAIRS AND PAYMENT OF COSTS

Section 1. Maintenance. The Project Sponsor agrees to maintain and keep the Facility in goodorder and repair, ordinary wear and tear and damage by insured casualty excepted. If structural

or capital repairs or improvements to the Facility shall be required, whether as a result ofordinary wear or tear or otherwise, the Project Sponsor shall promptly repair the same at its ownexpense.

Section 2. General Building Services. The Project Sponsor shall provide all general buildingservices for the Facility. As used herein, general building services shall have the samedefinition as set forth in the Act, including, but not limited to, general custodial care, security,


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maintenance, repair, painting, decoration, cleaning, utilities, fire safety, grounds and sitemaintenance and upkeep, and plumbing.

Section 3. Taxes and Assessments. The Project Sponsor shall pay and discharge, or cause to bepaid and discharged, when the same shall become due and payable, and before any penalty,interest or costs accrue thereon or become due for any reason, all real estate taxes, levies,licenses and other assessments which are levied, confirmed, imposed upon or become due andpayable out of, in respect to, or become a lien on, all or any part of the Facility or the use of theFacility, whether general or special, ordinary or extraordinary, unforeseen or foreseen, and ofany kind and nature whatsoever, including, without limitation, personal property taxes, salestaxes, and income taxes, if applicable.

Section 4. Utilities. The Project Sponsor shall pay and discharge, or cause to be paid anddischarged, when the same shall become due and payable and before any penalty, interest orcosts accrue thereon or become due for any reason, all gas, water, steam, electricity, heat, power,telephone or other utility charges incurred in the operation, maintenance, use and upkeep of theFacility.

Section 5. Other Operating Expenses. The Project Sponsor shall pay and discharge, or cause tobe paid and discharged, when the same shall become due and payable and before any penalty,interest or costs accrue thereon or become due for any reason, all other operating expenses of theFacility not otherwise described in Section 3 or 4 of this Article III.

ARTICLE IVCOMPENSATION AND EXPENSES

Section 1. Fees for Service. The Project Sponsor shall receive, as compensation for its servicesunder this CU Agreement, all of the sums the Project Sponsor is able to produce from the

management of the Facility in excess of the Operating Expenses, as hereinafter defined, of theFacility. Such sums shall include charges for the use of the Facility, admission fees for personsviewing exhibits or performances or attending functions at the Facility, and the sale ofconcessions and incidentals.

Section 2. Operating Expenses. The Project Sponsor shall be solely responsible for, and shallpay, any and all Operating Expenses of the Facility. As used herein, Operating Expensesmeans all costs and expenses of operating the Facility, including without limitation, all expensesof providing general building services, all wages, benefits and taxes due to or to be withheldfrom the Facilitys employees, any taxes levied, assessed or imposed upon personal propertyinstalled by the Project Sponsor in the Facility, all property and liability insurance required

hereby, all printing and promotional expenses, and all taxes, assessments and utilities describedin Sections 3 and 4 of Article III of this CU Agreement.

ARTICLE VREPRESENTATIONS OF THE PARTIES

Section 1. OCFC Representations Regarding Facility. The Project Sponsor acknowledges thatthe OCFC has not and does not make any representations or warranties to the Project Sponsorregarding the Facility.


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Section 2. Use of Facility. The Project Sponsor represents and warrants that:

(a) it is and will continue to be (i) a 501(c)(3) organization exempt from taxation under501(a) of the Internal Revenue Code of 1986, as amended, (ii) duly organized and validlyexisting Ohio nonprofit corporation, (iii) in good standing with the Ohio Secretary ofState, and (iv) in compliance with the laws enforced by, and has made all required filingswith Charitable Law Section of the Attorney Generals Office of the State of Ohio;

(b) it will not use or occupy, or permit the use or occupation of, the Facility for other than thelawful purposes described herein nor will it permit the Facility to be in violation of anystatutes, ordinances, laws, rules, regulations, order or notices, including any and all suchlaws pertaining to the Americans with Disabilities Act or the ComprehensiveEnvironmental Response, Compensation and Liability Act, any so called Superfund orSuperlien law, the Toxic Substance Control Act, Ohios Air Pollution Control Statute,Solid and Hazardous Wastes Statute, Water Pollution Control Statute, PetroleumUnderground Storage Statute, or any other federal, state, or local statute, law, ordinance,code, rule, regulation, or order regulating or pertaining to contamination of the Facility byany hazardous substances, hazardous wastes, industrial wastes, other wastes, and/orpetroleum, including but not limited to lead, asbestos, mold, radon, underground tanks,transformers, and toxic substances or any material affecting the health, safety or welfareof persons at the Facility (collectively, the Laws), of any governmental authority,including without limitation, any political subdivision, department, division, commission,agency or branch thereof, having jurisdiction over the Facility (collectively, theGovernmental Authorities);

(c) it will comply with, or cause compliance with, all Laws, now or hereafter in effect, of anyGovernmental Authorities affecting the Facility, and will secure and maintain, or cause tobe secured and maintained, all licenses and permits required by any Governmental

Authorities for, the construction of the Cultural Project, or the use, maintenance, repairand operation of the Facility;

(d) it will not use or occupy, or permit the use or occupation of, the Facility for any businessor purpose which would be deemed extra hazardous, or render the insurance thereon voidor cause the insurance risk to be more hazardous;

(e) it will not do or permit to be done any act or thing which might materially impair thevalue of the Cultural Project or the continued character of the Facility as an Ohio culturalfacility, or commit or permit any material waste of the Cultural project or the Facility;

(f) it will comply with, or cause compliance with, all appropriate accounting and budgetingprocedures in accordance with generally accepted accounting principles, consistentlyapplied;

(g) it will take all legally required precautions for the safety of the Project Sponsorsemployees at work and other persons in or about the Facility, be responsible for theprevention of accidents in or about the Facility, and regularly emphasize to its employees


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ARTICLE VIITERMINATION

Section 1. Events of Default - Termination. The OCFC may, upon ten (10) days prior writtennotice to the Project Sponsor, terminate this CU Agreement:

(a) if the Project Sponsor shall become insolvent, make a general assignment for the benefitof creditors, be generally unable to pay its debts when they are due, or be a debtor in anyreceivership proceeding or any other proceeding brought under the federal BankruptcyAct or similar act and not cause such proceeding to be terminated within thirty (30) daysfollowing the commencement thereof;

(b) upon the determination by the OCFC in its sole discretion of any material inaccuracy inany of the representations or a failure to abide with the warranties or covenants made bythe Project Sponsor in Article XII, or in Sections 2, 3 or 4 of Article V of this CUAgreement;

(c) except as provided in subsections (a) or (b) above, upon failure by the Project Sponsor toobserve any covenant, condition, or agreement herein contained on its part to beperformed or observed and the continuance of such failure without curing the samewithin a period of thirty (30) days after receipt of prior written notice of such failure;provided, in the case of any failure referred to in this clause (c) which cannot withdiligence be cured within such thirty (30) day period, if the Project Sponsor shallproceed promptly and continuously to cure the same with diligence, then upon receipt bythe OCFC of a certificate of the Project Sponsor stating the reason that such failurecannot be cured within such time and stating that it is proceeding with diligence to curethe default, the thirty (30) day time period shall be extended as may be reasonablynecessary to cure the default with due diligence.

Each of the foregoing is an Event of Default.

Section 2. Remedies Upon Default. Whenever an Event of Default has occurred, the OCFCmay:

(a) terminate this CU Agreement upon no less than ten (10) days prior written notice; or

(b) take whatever action at law or in equity may appear necessary or desirable to enforceperformance and observance of any obligation, agreement or covenant of the ProjectSponsor.

Upon termination of this CU Agreement for any reason other than at the stated expiration of itsterm, the Project Sponsor shall reimburse the OCFC the percentage of the principal amount ofthe Facility Bonds used to pay the cost of the Cultural Project equal to the ratio of (x) the numberof months from the event triggering the reimbursement to the final scheduled maturity date of theFacility Bonds to (y) the total number of months that the Bonds are scheduled to be outstanding.Such reimbursement amount shall be calculated by the OPFC (the Value of the StateImprovements). The Value of the State Improvements as of the first day of each month isshown on Exhibit D.


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The requirements to make payment to the OCFC as provided in this Section shall survive thetermination of this CU Agreement.

ARTICLE VIIIINSPECTION

Section 1. Inspection. The OCFC reserves the right to enter the Facility and inspect it at allreasonable times for any purpose.

ARTICLE IXEMPLOYEES

Section 1. Employment. The Project Sponsor shall select, employ, pay, supervise, direct anddischarge all employees it deems necessary for the management and operation of the Facility, insuch numbers, at such wages, and with such benefits as determined by the Project Sponsor in itssole and reasonable judgment. In connection therewith, the Project Sponsor (a) shall deductfrom the compensation of such employees and keep a record of all withholding and other taxes,

contributions and deductions as are required by law or contract, (b) shall carry unemploymentcompensation insurance and workers compensation insurance (including, when required by law,employers liability insurance and compulsory non-occupational disability insurance) coveringemployees in amounts sufficient to comply with all statutory benefits as required by the laws ofthe State.

Section 2. Contracts. The Project Sponsor shall have the right and privilege to enter intocontracts with, and to utilize the services of, such independent contractors as the Project Sponsordeems necessary for the management and operation of the Facility, upon such terms, provisions,and conditions as the Project Sponsor deems appropriate in its sole and reasonable judgment. Inaccordance with Section 4 of Article I hereof, the Project Sponsor shall not act on behalf of, or

bind, the OCFC, the OPFC, the Treasurer, or the State. This CU Agreement is not intended togrant to the OCFC, the OPFC, the Treasurer, or the State the right to control the employees oremployment practices of the Project Sponsor.

Section 3. Non-Discrimination. During the term of this CU Agreement, the Project Sponsorshall not discriminate in the hiring of employees or in entering into any contracts on the basis ofrace, creed, color, sex, national origin or ancestry, or sexual orientation.

ARTICLE XLIABILITY AND INDEMNIFICATION

Section 1. Indemnification. The Project Sponsor shall hold harmless and indemnify the OCFC,the OBA, the OPFC, the Treasurer, and the State for any and all damages, costs, fees, penalties,and expenses, of any nature whatsoever, incurred by the OCFC, the OBA, the OPFC, theTreasurer, or the State resulting from any claim of any third party, including but not limited tothe following:

(a) any and all claims for damages to property, or personal injuries or death or other liability,arising from the Project Sponsors, or its employees, agents, servants, or contractorsacts or omissions, whether negligent, reckless, intentional or otherwise (i) to any person


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or entity who contracts with the Project Sponsor, is invited to or attends any function atthe Facility, or visits the Facility for any purpose whatsoever, (ii) to any person or entitythe Project Sponsor licenses to use or causes to be licensed to use the Facility, or (iii) toany other person or entity injured or damaged at the Facility;

(b) any and all claims relating to the Project Sponsors procedures for the selection of theusers of the Facility;

(c) any and all claims arising from the Project Sponsors or any user of the Facilitysinfringement or use of any patents, trademarks, service marks or copyrights relating toany equipment, materials, methods, appliances or otherwise in connection with themanagement, operation, occupation or use of the Facility in any manner whatsoever;

(d) any and all claims arising from any illegality of the content of any presentation by, or theillegality of the use by, any person using the Facility;

(e) any and all claims for or relating to the Operating Expenses of the Facility;

(f) any and all claims of unlawful discrimination by the Project Sponsor or its employees,agents, servants, or contractors;

(g) any and all claims arising from the failure of the Project Sponsor to comply with theprovisions of the Internal Revenue Code of 1986, as amended, (the Code) whichadversely affects (i) the validity of the Bonds, or (ii) the exclusion of the interest on theBonds from the gross income of the holders of the Bonds for federal income taxpurposes;

(h) any and all claims resulting from construction costs and binding arbitration costs; or

(i) any and all claims, demands, judgments, administrative actions, enforcement actions andlawsuits alleging environmental pollution, contamination, damage to property, personalinjury or death and/or violation of any environmental, health or safety law, regulation,permit, order, decree or agreement resulting from, or attributable to, the actions oromissions of the Project Sponsor, its employees, agents, subcontractors and suppliers.The Project Sponsors obligation pursuant to this subsection (i) shall continue regardlessof whether such allegations are made before or after the expiration or termination of thisCU Agreement.

Section 2. Notice. Project Sponsor shall immediately notify the OCFC in writing of ProjectSponsors receipt of notification of a claim by any third party which would be subject to

indemnification hereunder and shall cooperate with the OCFC and/or its legal representative indefending such claim.

Section 3. Provision Survives. Notwithstanding any other provision of this CU Agreement tothe contrary, the terms of this Article X shall survive the expiration or earlier termination of thisCU Agreement.


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ARTICLE XIINSURANCE

Section 1. Coverage. Unless otherwise stated, the Project Sponsor shall maintain, or cause to bemaintained, at no cost or expense to the OCFC, the insurance identified in this Article XI.

Unless otherwise stated, such insurance shall remain in force at all times from the date hereofthrough the term of this CU Agreement, with companies authorized to do business in Ohio with aBest rating of at least A-.

The Project Sponsor shall provide that each policy names the OCFC, the OPFC, the Treasurerand the State, as additional insureds and loss payees, as the case may be, as their interests mayappear. The Project Sponsor shall provide a waiver of subrogation in favor of the OCFC, theOPFC, the Treasurer and the State.

The OCFC shall be given at least ten (10) days prior written notice of any proposedmodification, non-renewal or cancellation thereof and written notice of any submission of anyclaim within fifteen (15) days thereof.

The Project Sponsor shall furnish the OCFC with certificates of insurance, evidence of paymentof premiums thereon, and any amendments and endorsements to such policies on an annual basisand as the OCFC may reasonably request from time to time. Any insurance which may beprovided by the OCFC shall not be contributory, but shall be excess only after the ProjectSponsors insurance shall have been exhausted.

The Project Sponsor warrants that it will comply with all conditions of each policy to assure thateach policy is kept in full force and effect and that any and all insurance claims be made on atimely basis as required in the conditions of each of the following policies identified in thisArticle XI. The Project Sponsor and the OCFC shall re-evaluate the adequacy of insurance

coverages set forth below no less often than every three (3) years and at such time as the annualreports are required by Article XV hereof. The Project Sponsor shall pay the deductible underany insurance policy required hereunder.

Section 2. Commercial General Liability Insurance (ISO 1997 or later occurrence form). TheProject Sponsor shall maintain, or cause to be maintained, commercial general liability insuranceto pay on behalf of the Project Sponsor claims for damages for bodily injury, propertydamage, personal injury and advertising injury as defined in the insurance policy whichmay arise out of, result from, or be incurred in connection with the Facility. The insuranceshould include coverage for personal injury and advertising injury the Project Sponsor hasassumed in any contract or agreement.

The minimum coverage amount shall be no less than $1,000,000 per occurrence, $2,000,000annual aggregate and $2,000,000 completed operation aggregate with a $15,000,000 umbrellafor the Facility.

Section 3. Special Form Property Insurance. The Project Sponsor shall maintain, or cause to bemaintained, special form property insurance to insure against risks of direct physical losscaused by or resulting from special perils (including floods and earthquakes)on or about the


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Facility belonging to the Project Sponsor, in an amount not less than the full replacement cost ofthe Facility.

Section 4. Workers Compensation Insurance. The Project Sponsor shall comply with theWorkers Compensation Statute of the State of Ohio by purchasing the required insurance or bybeing qualified by the Bureau of Workers Compensation to self insure this exposure. If selfinsured, the Project Sponsor will purchase an excess compensation policy for no less than$1,000,000 each accident and $1,000,000 each employee for disease.

Section 5. Employers Liability Insurance. The Project Sponsor shall maintain, or cause to bemaintained, employers liability insurance to cover bodily injury by accident or diseaseincluding death at any time resulting from or sustained by any employee of the Project Sponsorarising out of and in the course of his/her employment. The limits of insurance are to be$1,000,000 each employee for bodily injury by accident or disease and $1,000,000 bodilyinjury by accident or disease annual aggregate.

Section 6. Continuity of Insurance. The Project Sponsor shall ensure that the Facility is

continually insured in accordance with this CU Agreement and the CAF Agreement. If there isany conflict in the provisions of such documents, the provisions of this CU Agreement shallcontrol.

ARTICLE XIITAX COVENANTS

The Project Sponsor hereby represents and covenants as set forth in this Article XII.

Section 1. Arbitrage. The Project Sponsor will not invest or use the proceeds of the FacilityBonds in any manner that would cause the Bonds to be arbitrage bonds, within the meaning of

Section 148 of the Code, and will perform all acts, including the payment of rebate, within themeaning of Section 148(f) of the Code, necessary for the interest on the Bonds to be and toremain excluded from gross income for federal income tax purposes under the Code.

Section 2. Actions Taken. The Project Sponsor covenants that it will take, or cause to be taken,all actions that may be required of the Project Sponsor for the interest on the Bonds to be andremain excluded from gross income for federal income tax purposes and from treatment as anitem of tax preference for purposes of the alternative minimum tax imposed on individuals andcorporations under the Code, and will not take, or permit to be taken, any actions which wouldadversely affect such exclusion and such treatment.

ARTICLE XIIIEMINENT DOMAIN

Section 1. Substantial Taking. If all, or substantially all, of the Facility is taken under theexercise of power of eminent domain by any governmental body or by any person, firm orcorporation acting under governmental authority, this CU Agreement shall terminate on the dateof such taking, except with respect to the obligations of the Project Sponsor arising prior to thetermination date and any obligations that survive the termination of this CU Agreement.


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For purposes of this Article XIII, the Project Sponsor shall determine in its sole discretion, afterconsultation with the OCFC, if substantially all of the Facility is taken. The Project Sponsoragrees for purposes of this CU Agreement that substantially all of the Facility is taken if it isimpractical or undesirable for the Project Sponsor to continue to use the remaining portion of theFacility as an Ohio cultural facility.

Section 2. Temporary Taking. If all, or substantially all, of the Facility is taken for a temporarytime or in the event that less than substantially all of the Facility is taken, this CU Agreementshall continue in full force and effect and the obligations of the Project Sponsor hereunder shallcontinue as to the portion not affected.

Section 3. Notice. Each of the parties agree to immediately notify the other party hereto of anyeminent domain proceedings commenced or threatened to be commenced against all or a portionof the Facility. Within sixty (60) days after a final determination by the governing authority ismade and time for appeal of such determination has passed, or the time the taking actuallyaffects the operation of the Facility, as determined by the Project Sponsor, whichever occursfirst, the Project Sponsor shall provide written notice to the OCFC that (a) substantially all of theFacility is to be taken, that this CU Agreement is to be terminated, and the date of suchtermination, which will be no less than thirty (30) nor more than sixty (60) days from the date ofsuch notice, or (b) substantially all of the Facility is not taken and this CU Agreement shallremain in full force and effect.

Section 4. Proceeds. Any proceeds received from an award made in such eminent domainproceedings, including any amounts payable pursuant to any agreement with the governingauthority which has been made in settlement of, or under threat of such taking, or pursuant to asale in lieu of such taking, shall be paid as follows:

(a) first, the Value of the State Improvements as calculated pursuant to Article VII

hereof shall be paid to the OCFC; and

(b) second, the balance shall be paid to the Project Sponsor.

Notwithstanding the foregoing, if the amount the OCFC receives pursuant to Section 4(a) aboveis less than the Value of the State Improvements, as of the termination date, the Project Sponsoragrees to pay the OCFC the difference between the Value of State Improvements and the amountreceived pursuant to Section 4(a) above. The Project Sponsor shall only be liable to pay thedifference from proceeds it receives pursuant to Section 4(b) above.

Should the condemning authority fail to expressly allocate the proceeds between the interests ofthe OCFC and the interests of the Project Sponsor, as set forth above, the allocation shall be asfollows:

(a) first, an amount equal to the depreciated value of the State Improvements shall bepaid to the OCFC; and

(b) second, the balance shall be paid to the Project Sponsor.


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Section 5. Provisions Survive. The provisions of this Article shall survive the expiration ortermination of this CU Agreement.

ARTICLE XIVDAMAGE

Section 1. Damage. For purposes of this Section, the Project Sponsor shall determine in its solediscretion, after consultation with the OCFC, if all or any part of the Facility is damaged, asdescribed below. If all or any part of the Facility shall be damaged by fire, flood, windstorm orother casualty covered by insurance, the Project Sponsor, in its sole discretion, may repair orrestore the Facility as an Ohio cultural facility, with such changes as may be necessary ordesirable in the judgment of the Project Sponsor.

Within sixty (60) days of the date of such casualty, the Project Sponsor shall notify the OCFCwhether (a) it elects to repair or restore the Facility, provided it shall first provide evidencesatisfactory to the OCFC that sufficient funds are available for the contemplated restoration, or(b) it elects to terminate this CU Agreement, and the date of termination, which shall be no less

than thirty (30) nor more than sixty (60) days from the date of the notice.

Section 2. Repair Schedule. If the Project Sponsor elects to repair or restore the Facility, theProject Sponsor shall commence to repair the Facility no later than six (6) months after noticethereof to the OCFC, or within such longer period of time as the OCFC shall consent, whichconsent shall not be unreasonably withheld. The Project Sponsor shall proceed with all dispatchto complete the repair and restoration.

Section 3. Proceeds. All insurance proceeds resulting from claims with respect to an insuredcasualty shall be applied as follows:

(a) if the Project Sponsor elects to repair or restore the Facility, first to the repair orrestoration of the Facility to the same quality and condition as existed prior to thecasualty, or with such modifications as Project Sponsor deems appropriate and,second, in the event any proceeds remain after payment of such costs, theremaining proceeds shall be distributed to the Project Sponsor; or

(b) if the Project Sponsor does not elect to repair or restore the Facility, first, to paythe OCFC the Value of the State Improvements, as of the date of termination, andsecond, in the event any proceeds of insurance remain after payment of suchcosts, the remaining proceeds shall be distributed to the Project Sponsor.

Section 4. Repairs. If capital repairs or improvements to the Facility shall be required as a resultof ordinary wear or tear, the Project Sponsor shall promptly repair the same at the ProjectSponsors own costs.

ARTICLE XVREPORTS

Section 1. Annual Reports. The Project Sponsors fiscal year end date is December 31. Unlessotherwise indicated, within four (4) months of the Project Sponsors fiscal year end date of each


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fiscal year during the term of this CU Agreement, the Project Sponsor shall provide to theOCFC:

(a) a written report, in such form and with such detail as the OCFC may reasonably request,of the uses made of the Facility during the preceding fiscal year;

(b) a projected schedule of events and functions for the current fiscal year;

(c) a certification by an authorized officer of the Project Sponsor that the Project Sponsorduring the preceding fiscal year has taken and caused to be taken all actions that may berequired of it for the interest on the Bonds to be and to remain excluded from grossincome for federal income tax purposes under the Code and not to become an item of taxpreference directly subject to the alternative minimum tax imposed by Section 55 of theCode;

(d) documents required pursuant to Article XI, Section 1 hereof.

Section 2. Recordkeeping. The Project Sponsor shall maintain current and accurate records andaccounts of all transactions pertaining to the management of the Facility, such records andaccounts to be maintained on an accrual basis in accordance with generally accepted accountingprinciples consistently applied. The Project Sponsor shall retain all cancelled checks,employment records, and records of disbursements with respect to the management of theFacility for a minimum of seven (7) years. The OCFC shall have the right to inspect, copy, at itsown expense, and audit all such records, accounts and checks during all business hours. TheOCFC shall have the right, at the time of inspection or audit, to take temporary possession of allsuch records and accounts, including but not limited to, cancelled checks and all records relatingto the compensation of the Project Sponsors officers, employees, agents, and servants.

Section 3. Emergency Procedure Manual. Prior to the opening of the Facility to the generalpublic, and no less than once every three (3) years thereafter, the Project Sponsor shall prepareand submit to the OCFC for its approval an emergency procedures manual for use by the ProjectSponsors officers, employees, agents and servants in times of emergencies. Such manual shallinclude, among other things, a designation of the person or persons who shall be in charge of theFacility and the procedures to be followed under various listed emergencies identified by theOCFC. If the OCFC does not approve the emergency procedures manual, the Project Sponsorand the OCFC shall collaborate in the preparation of a new manual.

Section 4. Additional Reviews. Pursuant to Section 3383.03(C) of the Act, the OCFC may,upon reasonable request from time to time, conduct reviews or inspections of the Facility todetermine whether the uses made thereof are consistent with the OCFCs purposes, including thepresentation of culture to the public.

Section 5. Inquiries. The Project Sponsor shall promptly respond to inquiries, complaints andrequests from the OCFC, the OPFC, the Treasurer, or the State relating to the management of theFacility.


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ARTICLE XVIASSIGNMENT

This CU Agreement and any rights, duties or obligations described in this CU Agreement shallnot be assigned by the Project Sponsor without the prior written consent of the OCFC.

ARTICLE XVIIRECOGNITION/NOTICES

Section 1. Recognition. The Project Sponsor shall provide, or cause to be provided, recognitionof the States participation and/or funding on any of the following that exists or is produced: (a)construction signage, (b) printed materials for groundbreaking and/or opening events, printedmaterials acknowledging the contributors to the creation, rehabilitation or expansion of theFacility, and (c) a plaque on the Facility or any temporary or permanent donors acknowledgment.

Further, the Project Sponsor shall invite the OCFC to any groundbreaking or opening events.Further, the Project Sponsor shall give verbal recognition to the OCFC and at the OCFCs

discretion, provide a speaking opportunity to a representative of the OCFC at anygroundbreaking or opening events.

The format and wording of the recognition of the States participation shall be approved inadvance by the Executive Director of the OCFC, in her sole discretion.

Section 2. Notices, Demands. All notices, demands, requests, consents, approvals and othercommunications required or permitted to be given pursuant to the terms of this CU Agreementshall be in writing and shall be deemed to have been properly given if hand delivered or sent byU.S. registered or certified mail, postage prepaid.

(a) with respect to the OCFC:

Ohio Cultural Facilities Commission20 East Broad Street, Suite 200Columbus, Ohio 43215-3416Attention: Executive Director

with additional copy sent to:

Attorney General State of Ohio30 East Broad Street, 17th FloorColumbus, Ohio 43215

Attention: Business Counsel Section

(b) with respect to the Project Sponsor:

The National Underground Railroad Freedom Center, Inc.50 East Freedom WayCincinnati, Ohio 45202Attention: President and Chief Executive Officer


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The parties designated above shall each have the right from time to time to specify as theirrespective address for purposes of this CU Agreement any other address upon the giving offifteen (15) days prior written notice thereof, as provided herein, to the other parties listedabove.

ARTICLE XVIIIESCROW

Section 1. Escrow of Certain Costs. The Project Sponsor has placed in escrow with theCommission in its Capital Donations Fund the sum of $450,000, being an estimate of the costsfor the Facility of six months of (a) real property taxes, (b) all utility charges and (c) premiumsfor insurance required by Article X. Such funds may only be used by the Commission to pay thecost incurred in providing alternate performance of the Project Sponsors obligations to pay suchcosts. Escrow Funds in the Capital Donations Fund will be held and invested by the Treasurer ofthe State in accordance with rules and regulations governing that office, at no cost or expense tothe Project Sponsor. Interest on the escrow funds will accrue solely to the benefit of the ProjectSponsor to be used in accordance with this Article. To the extent moneys in the escrow accountare not used for their intended purpose, the money shall be returned to the Project Sponsor upontermination of this Cooperative Use Agreement.

ARTICLE XIXAMENDMENTS

Section 1. Amendments. This CU Agreement may be amended by the OCFC and the ProjectSponsor. All amendments shall be in writing.

Section 2. Value of the State Improvements. If the OCFC finances additional StateImprovements to the Cultural Project, the OCFC and the Project Sponsor shall amend this CU

Agreement, particularly Exhibit D, to reflect the additional financing of State Improvements bythe OCFC and the Value of the State Improvements.

ARTICLE XXINTERPRETATIVE PROVISIONS

Section 1. Separability. Each provision hereof shall be separate and independent and the breachof any provision by either party hereto shall not discharge or relieve the other party from itsobligations to perform each and every covenant to be performed by it hereunder. If anyprovisions hereof (or the application thereof to any person, firm or corporation or to anycircumstances) shall be deemed invalid or unenforceable by any court of competent jurisdiction,the remaining provisions of this CU Agreement (or the application of such invalid provision tosuch persons, firms or corporations or circumstances other than those as to which it is invalid orunenforceable), shall not be affected thereby, and said provisions hereof shall be valid andenforceable to the fullest extent permitted by law.

Section 2. Rights Cumulative. All rights and remedies of the parties hereto shall be cumulativeand, except as specifically contemplated otherwise by this CU Agreement, none shall excludeany other right or remedy allowed at law or in equity, and said rights or remedies may beexercised or enforced concurrently.


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Section 3. Waiver. The waiver by any party hereto of, or the failure of such party to take actionwith respect to, any breach of any term, covenant or condition herein contained shall not bedeemed to be a waiver of any other term, covenant or condition herein contained, or subsequentbreach of the same, or any other term, covenant or condition herein contained.

Section 4. Binding Effect. All of the covenants, conditions and obligations contained in this CUAgreement shall be binding upon and inure to the benefit of the respective permitted successorsand assigns of the OCFC and the Project Sponsor to the same extent as if each such successorand assign were named as a party to this CU Agreement. This CU Agreement may not bechanged or discharged except by a writing signed by the parties hereto.

Section 5. Inconsistent Provisions. The OCFC and the Project Sponsor each acknowledge that,if any prior written agreements exist between the Project Sponsor and the OCFC (the PriorAgreements) for so long as the Prior Agreements remain in effect, the provisions of those PriorAgreements shall control and prevail over any inconsistent provisions in this CU Agreement.Notwithstanding the foregoing, nothing in the Prior Agreements shall be deemed to affect theprovisions of Article VI of this CU Agreement.

The Project Sponsor and OCFC each acknowledge, without limiting the foregoingacknowledgment, the following Prior Agreements applicable to the Cultural Project:

Second Amendment to Base Lease, dated June 1.

The Project Sponsor and the OCFC hereby terminate the Management Agreement, dated March25, 2005, between the OCFC and the Project Sponsor.

Section 6. Execution in Counterparts. This CU Agreement may be executed in severalcounterparts, each of which shall be an original and all of which shall constitute but one and the

same instrument.

Section 7. Governing Law. This CU Agreement shall be governed by and interpreted under thelaws of the State of Ohio, and any action or proceeding arising from this CU Agreement shall becommenced in a court of competent jurisdiction located in Franklin County, Ohio.

Section 8. Captions. The captions of this CU Agreement are for convenience only and are not tobe construed as part of this CU Agreement and shall not be construed as defining or limiting inany way the scope or intent of any provisions hereof.

Section 9. Time. Time is of the essence in this CU Agreement and all provisions herein relatingthereto shall be strictly construed.


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IN WITNESS WHEREOF, the OCFC and the Project Sponsor have caused this CU Agreementto be executed by their duly authorized representatives as of the day and year first above written.

Signed in the presence of:THE NATIONAL UNDERGROUND

_______________________________ RAILROAD FREEDOM CENTER, INC.Signature

_______________________________ By: ____________________________Printed Name Don Murphy, President and

Chief Executive Officer_______________________________Signature

_______________________________Printed Name

Signed in the presence of: STATE OF OHIO, ACTING BY ANDTHROUGH THE OHIO CULTURALFACILITIES COMMISSION

_______________________________Signature

_______________________________ By: ____________________________Printed Name Kathleen M. Fox, Executive Director

_______________________________Signature

_______________________________Printed Name

Approved as to form:

______________, Ohio Attorney Generalon attached approval form dated: __________________


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EXHIBIT A

LOCAL MATCH, LOCAL SHARE, STATE SHARE, TOTAL COST

Local Match

Past Appropriations $12,650,000

Current Appropriation

$2,000,000 Am. Sub. H. B. 699, 126th G.A.

Total $14,650,000

Match 50%

Match Required $7,325,000

Confirmed $4,500,000 City of Cincinnati

Confirmed $34,000,000 Private Contributions

Confirmed $12,000,000 Federal Grant

Total Confirmed $50,500,000

Local Share $103,094,000

State Share $ 14,650,000

Total Cost $117,744,000


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EXHIBIT B

NATURE OF LOCAL SHARE

Funding Sources Confirmed Anticipated TotalState Funding $14,650,000 $14,650,000

Private Contributions $63,000,000 $63,000,000

City Government $6,000,000 $6,000,000

Federal Government $22,200,000 $22,200,000

Other State $244,000 $244,000

Programming Revenue $3,900,000 $3,900,000

Future Investment Income* $7,750,000 $7,750,000

Total $109,994,000 $7,750,000 $117,744,00

*Future investment income earnings were projected by management using a modelbased on historical performance assuming 50 basis points (.5%) as the spread betweenthe variable borrowing cost on a tax exempt borrowings and a variable rate of return ontaxable investments. As of October 15, 2007 the net spread was 51 basis points.Assuming 50 basis points, $7.75 million in future earnings is achieved prior to the end ofthe new bond term.

The nature of local share is comprised of the following:

Private Contributions $ 63,000,000City Government $ 6,000,000Federal Government $ 22,200,000Other State $ 244,000Programming Revenue $ 3,900,000Future Investment Income $ 7,750,000

Total Local Share $103,094,000


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EXHIBIT C

PROPERTY DESCRIPTIONRESTRICTIONS, ENCUMBRANCES AND LIENS

Air rights above Elevation 510 of Lot 3, The Banks, Phase 1, the plat of which is recorded in PlatBook 361, Pages 62 and 63 in the office of the Recorder of Hamilton County, Ohio.


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EXHIBIT D

VALUE OF STATE IMPROVEMENTS

2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds TOTAL

6/1/2008 $ 1,437,075.96 $ 3,638,928.80 $ 2,650,420.17 $ 1,786,163.52 $ 9,512,588.45

7/1/2008 1,421,787.91 3,608,090.42 2,615,546.22 1,773,584.91 9,419,009.46

8/1/2008 1,406,499.87 3,577,252.04 2,580,672.27 1,761,006.29 9,325,430.47

9/1/2008 1,391,211.83 3,546,413.66 2,545,798.32 1,748,427.67 9,231,851.48

10/1/2008 1,375,923.79 3,515,575.28 2,510,924.37 1,735,849.06 9,138,272.50

11/1/20

08 1,360,635.75 3,484,736.90 2,476,050.42 1,723,270.44 9,044,693.5112/1/20

08 1,345,347.70 3,453,898.52 2,441,176.47 1,710,691.82 8,951,114.521/1/200

9 1,330,059.66 3,423,060.14 2,406,302.52 1,698,113.21 8,857,535.532/1/200

9 1,314,771.62 3,392,221.76 2,371,428.57 1,685,534.59 8,763,956.553/1/200

9 1,299,483.58 3,361,383.38 2,336,554.62 1,672,955.97 8,670,377.564/1/200

9 1,284,195.54 3,330,545.00 2,301,680.67 1,660,377.36 8,576,798.575/1/200

9 1,268,907.49 3,299,706.62 2,266,806.72 1,647,798.74 8,483,219.58

6/1/2009 1,253,619.45 3,268,868.24 2,231,932.77 1,635,220.13 8,389,640.59

7/1/2009 1,238,331.41 3,238,029.87 2,197,058.82 1,622,641.51 8,296,061.61

8/1/2009 1,223,043.37 3,207,191.49 2,162,184.87 1,610,062.89 8,202,482.62

9/1/2009 1,207,755.32 3,176,353.11 2,127,310.92 1,597,484.28 8,108,903.63

10/1/2009 1,192,467.28 3,145,514.73 2,092,436.97 1,584,905.66 8,015,324.64

11/1/2009 1,177,179.24 3,114,676.35 2,057,563.03 1,572,327.04 7,921,745.66

12/1/20

09 1,161,891.20 3,083,837.97 2,022,689.08 1,559,748.43 7,828,166.671/1/2010 1,146,603.16 3,052,999.59 1,987,815.13 1,547,169.81 7,734,587.68

2/1/2010 1,131,315.11 3,022,161.21 1,952,941.18 1,534,591.19 7,641,008.69

3/1/2010 1,116,027.07 2,991,322.83 1,918,067.23 1,522,012.58 7,547,429.71

4/1/2010 1,100,739.03 2,960,484.45 1,883,193.28 1,509,433.96 7,453,850.72

5/1/201 1,085,450.99 2,929,646.07 1,848,319.33 1,496,855.35 7,360,271.73


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2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

0

6/1/2010 1,070,162.95 2,898,807.69 1,813,445.38 1,484,276.73 7,266,692.74

7/1/201

0 1,054,874.90 2,867,969.31 1,778,571.43 1,471,698.11 7,173,113.758/1/201

0 1,039,586.86 2,837,130.93 1,743,697.48 1,459,119.50 7,079,534.779/1/201

0 1,024,298.82 2,806,292.55 1,708,823.53 1,446,540.88 6,985,955.7810/1/20

10 1,009,010.78 2,775,454.17 1,673,949.58 1,433,962.26 6,892,376.7911/1/20

10 993,722.74 2,744,615.79 1,639,075.63 1,421,383.65 6,798,797.8012/1/20

10 978,434.69 2,713,777.41 1,604,201.68 1,408,805.03 6,705,218.821/1/201

1 963,146.65 2,682,939.03 1,569,327.73 1,396,226.42 6,611,639.83

2/1/2011 947,858.61 2,652,100.65 1,534,453.78 1,383,647.80 6,518,060.843/1/201

1 932,570.57 2,621,262.27 1,499,579.83 1,371,069.18 6,424,481.854/1/201

1 917,282.53 2,590,423.89 1,464,705.88 1,358,490.57 6,330,902.875/1/201

1 901,994.48 2,559,585.51 1,429,831.93 1,345,911.95 6,237,323.886/1/201

1 886,706.44 2,528,747.13 1,394,957.98 1,333,333.33 6,143,744.897/1/201

1 871,418.40 2,497,908.75 1,360,084.03 1,320,754.72 6,050,165.908/1/201

1 856,130.36 2,467,070.37 1,325,210.08 1,308,176.10 5,956,586.91

9/1/2011 840,842.31 2,436,231.99 1,290,336.13 1,295,597.48 5,863,007.93

10/1/2011 825,554.27 2,405,393.61 1,255,462.18 1,283,018.87 5,769,428.94

11/1/2011 810,266.23 2,374,555.23 1,220,588.24 1,270,440.25 5,675,849.95

12/1/2011 794,978.19 2,343,716.85 1,185,714.29 1,257,861.64 5,582,270.96

1/1/2012 779,690.15 2,312,878.48 1,150,840.34 1,245,283.02 5,488,691.98

2/1/2012 764,402.10 2,282,040.10 1,115,966.39 1,232,704.40 5,395,112.99

3/1/201

2 749,114.06 2,251,201.72 1,081,092.44 1,220,125.79 5,301,534.004/1/201

2 733,826.02 2,220,363.34 1,046,218.49 1,207,547.17 5,207,955.015/1/201

2 718,537.98 2,189,524.96 1,011,344.54 1,194,968.55 5,114,376.036/1/201

2 703,249.94 2,158,686.58 976,470.59 1,182,389.94 5,020,797.047/1/201

2 687,961.89 2,127,848.20 941,596.64 1,169,811.32 4,927,218.05


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2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

8/1/2012 672,673.85 2,097,009.82 906,722.69 1,157,232.70 4,833,639.06

9/1/2012 657,385.81 2,066,171.44 871,848.74 1,144,654.09 4,740,060.07

10/1/2012 642,097.77 2,035,333.06 836,974.79 1,132,075.47 4,646,481.0911/1/20

12 626,809.73 2,004,494.68 802,100.84 1,119,496.86 4,552,902.1012/1/20

12 611,521.68 1,973,656.30 767,226.89 1,106,918.24 4,459,323.111/1/201

3 596,233.64 1,942,817.92 732,352.94 1,094,339.62 4,365,744.122/1/201

3 580,945.60 1,911,979.54 697,478.99 1,081,761.01 4,272,165.143/1/201

3 565,657.56 1,881,141.16 662,605.04 1,069,182.39 4,178,586.154/1/201

3 550,369.52 1,850,302.78 627,731.09 1,056,603.77 4,085,007.165/1/201

3 535,081.47 1,819,464.40 592,857.14 1,044,025.16 3,991,428.176/1/201

3 519,793.43 1,788,626.02 557,983.19 1,031,446.54 3,897,849.197/1/201

3 504,505.39 1,757,787.64 523,109.24 1,018,867.92 3,804,270.208/1/201

3 489,217.35 1,726,949.26 488,235.29 1,006,289.31 3,710,691.219/1/201

3 473,929.30 1,696,110.88 453,361.34 993,710.69 3,617,112.2210/1/20

13 458,641.26 1,665,272.50 418,487.39 981,132.08 3,523,533.2411/1/20

13 443,353.22 1,634,434.12 383,613.45 968,553.46 3,429,954.2512/1/20

13 428,065.18 1,603,595.74 348,739.50 955,974.84 3,336,375.261/1/201

4 412,777.14 1,572,757.36 313,865.55 943,396.23 3,242,796.272/1/201

4 397,489.09 1,541,918.98 278,991.60 930,817.61 3,149,217.283/1/201

4 382,201.05 1,511,080.60 244,117.65 918,238.99 3,055,638.304/1/201

4 366,913.01 1,480,242.22 209,243.70 905,660.38 2,962,059.315/1/201

4 351,624.97 1,449,403.84 174,369.75 893,081.76 2,868,480.32

6/1/2014 336,336.93 1,418,565.46 139,495.80 880,503.14 2,774,901.33

7/1/2014 321,048.88 1,387,727.09 104,621.85 867,924.53 2,681,322.35

8/1/2014 305,760.84 1,356,888.71 69,747.90 855,345.91 2,587,743.36

9/1/2014 290,472.80 1,326,050.33 34,873.95 842,767.30 2,494,164.37

10/1/2014 275,184.76 1,295,211.95 830,188.68 2,400,585.38


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2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

11/1/2014 259,896.72 1,264,373.57 817,610.06 2,341,880.34

12/1/2014 244,608.67 1,233,535.19 805,031.45 2,283,175.31

1/1/2015 229,320.63 1,202,696.81 792,452.83 2,224,470.272/1/201

5 214,032.59 1,171,858.43 779,874.21 2,165,765.233/1/201

5 198,744.55 1,141,020.05 767,295.60 2,107,060.194/1/201

5 183,456.51 1,110,181.67 754,716.98 2,048,355.155/1/201

5 168,168.46 1,079,343.29 742,138.36 1,989,650.126/1/201

5 152,880.42 1,048,504.91 729,559.75 1,930,945.087/1/201

5 137,592.38 1,017,666.53 716,981.13 1,872,240.048/1/201

5 122,304.34 986,828.15 704,402.52 1,813,535.009/1/201

5 107,016.29 955,989.77 691,823.90 1,754,829.9610/1/20

15 91,728.25 925,151.39 679,245.28 1,696,124.9311/1/20

15 76,440.21 894,313.01 666,666.67 1,637,419.8912/1/20

15 61,152.17 863,474.63 654,088.05 1,578,714.851/1/201

6 45,864.13 832,636.25 641,509.43 1,520,009.812/1/201

6 30,576.08 801,797.87 628,930.82 1,461,304.773/1/201

6 15,288.04 770,959.49 616,352.20 1,402,599.744/1/201

6 740,121.11 603,773.58 1,343,894.705/1/201

6 709,282.73 591,194.97 1,300,477.706/1/201

6 678,444.35 578,616.35 1,257,060.707/1/201

6 647,605.97 566,037.74 1,213,643.718/1/201

6 616,767.59 553,459.12 1,170,226.71

9/1/2016 585,929.21 540,880.50 1,126,809.72

10/1/2016 555,090.83 528,301.89 1,083,392.72

11/1/2016 524,252.45 515,723.27 1,039,975.72

12/1/2016 493,414.07 503,144.65 996,558.73

1/1/2017 462,575.70 490,566.04 953,141.73


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2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

2/1/2017 431,737.32 477,987.42 909,724.74

3/1/2017 400,898.94 465,408.81 866,307.74

4/1/2017 370,060.56 452,830.19 822,890.745/1/201

7 339,222.18 440,251.57 779,473.756/1/201

7 308,383.80 427,672.96 736,056.757/1/201

7 277,545.42 415,094.34 692,639.768/1/201

7 246,707.04 402,515.72 649,222.769/1/201

7 215,868.66 389,937.11 605,805.7610/1/20

17 185,030.28 377,358.49 562,388.7711/1/20

17 154,191.90 364,779.87 518,971.7712/1/20

17 123,353.52 352,201.26 475,554.781/1/201

8 92,515.14 339,622.64 432,137.782/1/201

8 61,676.76 327,044.03 388,720.783/1/201

8 30,838.38 314,465.41 345,303.794/1/201

8 301,886.79 301,886.795/1/201

8 289,308.18 289,308.186/1/201

8 276,729.56 276,729.567/1/201

8 264,150.94 264,150.948/1/201

8 251,572.33 251,572.339/1/201

8 238,993.71 238,993.7110/1/20

18 226,415.09 226,415.0911/1/20

18 213,836.48 213,836.48

12/1/2018 201,257.86 201,257.86

1/1/2019 188,679.25 188,679.25

2/1/2019 176,100.63 176,100.63

3/1/2019 163,522.01 163,522.01

4/1/2019 150,943.40 150,943.40


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29

2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

5/1/2019 138,364.78 138,364.78

6/1/2019 125,786.16 125,786.16

7/1/2019 113,207.55 113,207.558/1/201

9 100,628.93 100,628.939/1/201

9 88,050.31 88,050.3110/1/20

19 75,471.70 75,471.7011/1/20

19 62,893.08 62,893.0812/1/20

19 50,314.47 50,314.471/1/202

0 37,735.85 37,735.852/1/202

0 25,157.23 25,157.233/1/202

0 12,578.62 12,578.62

TOTAL $68,261,107.92 $216,516,263.64 $102,041,176.47 $127,710,691.82 $514,529,239.86


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