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8/7/2019 24-attachment tony email exchange NURFC keyword Second Suppleme

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SECOND AMENDMENT TO BASE LEASE

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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SECOND AMENDMENT TO BASE LEASE

This Second Amendment to Base Lease (the Second Amendment), dated as of July 1,2008, is entered into by and between National Underground Railroad Freedom Center, Inc., as

lessor (the NURFC) and State of Ohio (the State) acting by and through the Ohio CulturalFacilities Commission (formerly known as the Arts and Sports Facilities Commission), as lessee(the OCFC).

RECITALS

WHEREAS, the NURFC and the OCFC have previously entered into a Base Lease datedas of March 25, 2003 (the Original Base Lease) and a First Amendment to Base Lease dated asof July 1, 2005 (the First Amendment, and together with the Original Base Lease, the BaseLease); and

WHEREAS, facts and circumstances recited in the Base Lease have changed; and

WHEREAS, the NURFC and the OCFC wish to amend the Base Lease to reflect thechanges in the facts and circumstances;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth inthe Base Lease as amended by this Second Amendment, the NURFC and the OCFC agree asfollows:

Section 1. The Base Lease is hereby amended and restated to read in its entirety as setforth in Appendix A attached hereto.

IN WITNESS WHEREOF, the NURFC and the OPFC have caused this SecondAmendment to be executed by their duly authorized officers, all as of the day and year first setforth above.

NATIONAL UNDERGROUND RAILROADFREEDOM CENTER, INC.

By:Don Murphy, President andChief Executive Officer

OHIO CULTURAL FACILITIES COMMISSION

By:Kathleen M. Fox, Executive Director


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STATE OF OHIO )) ss:

COUNTY OF HAMILTON )

The foregoing Second Amendment to Base Lease was acknowledged before me on the_____ day of _____________, 2008, by Don Murphy, the President and Chief Executive Officerof the National Underground Railroad Freedom Center, Inc., who acknowledged that heexecuted the foregoing for and on behalf of the Underground Railroad Freedom Center, Inc., hewas duly authorized to execute the foregoing, and he did so as his and the National UndergroundRailroad Freedom Center, Inc.s free act and deed.

Notary Public

STATE OF OHIO )) ss:

COUNTY OF FRANKLIN )

The foregoing Second Amendment to Base Lease was acknowledged before me on the_____ day of _____________, 2008, by Kathleen M. Fox, Executive Director of the OhioCultural Facilities Commission, who acknowledged that she executed the foregoing for and onbehalf of the Ohio Cultural Facilities Commission, she was duly authorized to execute theforegoing, and she did so as her and the Ohio Cultural Facilities Commissions free act and deed.

Notary Public


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8. In accordance with the Act, the OCFC may construct, or provide for theconstruction of, lease, equip, furnish, administer and manage, or provide for the operation andmanagement 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 under the Act and do anything necessaryor appropriate to carry out the purposes of and exercise the powers granted in the Act.

10. The NURFC is a 501(c)(3) organization exempt from taxation under Section501(a) of the Internal Revenue Code of 1986, as amended, an Ohio nonprofit corporation, and acultural organization, as defined in the Act, and the NURFC and the OCFC wish to provide forthe construction of The National Underground Railroad Freedom Center (the "Project") and theoperation of a museum and educational center (the "Facility"), each as further described onExhibit A, attached hereto and made a part hereof.

11. In accordance with the Act, the OCFC may determine that construction services

for an Ohio cultural facility be provided by the OCFC, a governmental agency or a culturalorganization that occupies, will occupy or is responsible for the Ohio cultural facility. Inaccordance therewith, the OCFC has determined that the cultural organization that occupies, willoccupy, or is responsible for the Ohio cultural facility shall be the construction administrator ofthe Project, pursuant to the terms and conditions of an Arts Facility Construction Administrationand Funding Agreement, dated the date hereof (the "CAF Agreement"), between the OCFC andthe NURFC (the "Construction Administrator").

12. It is estimated that the total cost of the Project is approximately $117,744,000.T h e O C F C s h a l l p a y f o r a p o r t i o n o f t h e S t a t eI m p r o v e m e n t s included in the Project from the proceeds of the Bonds. The State

Improvements are described in Exhibit B attached hereto and made a part hereof. The NURFCshall pay the remaining costs of the Project from the Local Share, as defined in either theManagement Agreement dated the date hereof between the OCFC and the NURFC, as amendedfrom time to time (the Management Agreement) or any Cooperative Use Agreement betweenthe OCFC and the NURFC (the Cooperative Agreement).

13. In accordance with the Act, the Facility constitutes an Ohio cultural facility inthat:

(a) the construction of the Project was authorized by the Ohio GeneralAssembly and proceeds of the Bonds may be used to pay costs of the State

Improvements constituting a portion of the Project.

(b) The Facility is managed directly by, or is subject to a management contractor a cooperative use agreement with, the OCFC, and is used for or in connectionwith the activities of the OCFC, including the presentation or making available ofculture to the public.


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NOW, THEREFORE, in consideration of the mutual promises and covenants set forthherein, the OCFC and the NURFC agree as follows:

ARTICLE IPREMISES

Section 1. Lease of Premises. Subject to the terms and conditions set forth in thisBase Lease, the NURFC hereby leases to the OCFC, and the OCFC hereby leases from theNURFC, the real property and all appurtenances, rights and easements related thereto describedin Exhibit C, attached hereto and made a part hereof, together with all buildings, structures andimprovements erected thereon or hereinafter erected thereon and all existing furniture, fixtures,and equipment located therein, including the Project and the Facility. The Project, notconstituting the State Improvements, shall be owned by the NURFC. State Improvements to beconstructed on the real property will be owned by the OCFC. (All the property described in thisSection 1, together with any property acquired in substitution therefor, as a replacement of, ormodification or improvement thereto, whether owned by NURFC or OCFC, is hereinafterreferred to as the "Premises").

Section 2. Title and Condition; NURFC Representations. The Premises are subject to(a) any state of facts which an accurate survey or physical inspection thereof might show, (b) allzoning regulations, restrictions, rules and ordinances, and other laws and regulations now ineffect or hereafter adopted by any governmental authority having jurisdiction over the Premises,and (c) all matters of record pertaining to the Premises, as of the date hereof; including, withoutlimitation, the following: (i) Easement in deed recorded in Official Record Volume 8457, Page1922 in the office of the Recorder of Hamilton County, Ohio (the "Recorder's Office"), (ii)Easements on plat recorded in Plat Book 361, Pages 62-63 in the Recorder's Office, (iii)Declaration of Easements, Covenants Conditions and Restrictions between NURFC and theBoard of Commissioners of Hamilton County, Ohio recorded in Official Record Volume 9060,

Page 4169 in the Recorder's Office, (iv) Restrictive Covenants and Right of Re-entry in Deedfrom City of Cincinnati recorded in Official Record Volume 9060, Page 4137, (v) Year 2000 Cityof Cincinnati Urban Renewal Plan, and (vi) the lien of nondelinquent real property taxes andinstallments of assessments.

The NURFC makes the following representations and warranties to the OCFC regardingthe Premises:

(a) When constructed in accordance with the Plans and Specificationsdescribing the Project, as defined in the CAF Agreement, including the StateImprovements to be made, the Premises will be fit for its intended use as an Ohio

cultural facility to be used as a museum and educational center;

(b) The NURFC has complied with all, and is not in violation of any, statutes,ordinances, laws, rules, regulations, orders or notices, including any and all suchlaws pertaining to the Americans with Disabilities Act or environmental issues ofany type (collectively, the "Laws"), of any governmental authority, includingwithout limitation, any political subdivision, department, division, OCFC, agencyor branch thereof, having jurisdiction over the Premises (collectively, the


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"Governmental Authorities") and the NURFC is not aware of any noncompliancewith the Laws by previous owners or tenants of the Premises;

(c) The NURFC has obtained and kept in effect any and all approvals, permitsand authorizations required by all Governmental Authorities to construct theFacility as a museum and educational center and agrees to obtain and keep in fullforce and effect all such approvals, permits or authorizations to conduct NURFC'soperations thereon;

(d) No notice has been received and no action has been commenced orthreatened regarding NURFC's compliance with, or failure to comply with, anyLaws of any Governmental Authorities;

(e) Except for the State Improvements, the NURFC owns the Premises in feesimple, subject only to the matters described in subsection (a) of the firstparagraph of Section 2 of this Article I, and has been duly authorized to lease suchPremises to the OCFC, in accordance with the terms of this Base Lease;

(f) The NURFC is not aware of any matter or circumstance, currently existingor with the passage of time or notice, which would prevent the construction of theProject in a timely manner in accordance with the Plans and Specifications; and

(g) The NURFC will use its best efforts to ensure the timely completion ofconstruction of the Project.

(h) To the extent that OCFCs payment for any portion of the StateImprovements is a reimbursement to the NURFC for costs of capital facilitiespreviously financed from the proceeds of bonds, notes or other obligations the

interest on which is exempted from federal income taxes, then NURFC covenantsthat it will use such payment from the OCFC to retire or redeem all or a portion ofsuch bonds, notes or other obligations within 30 days of the NURFCs receipt ofthe payment from the OCFC.

Section 3. Use of Premises; Quiet Enjoyment. (a) The OCFC shall attempt to ensurethe Premises are used to engage in and provide for the development, performance andpresentation of or making available culture in the State. The use of the Premises shall be as amuseum and educational center.

(a) Subject to the provisions of Article XIII hereof, the OCFC shall attempt toensure the Premises are not used or occupied (i) for other than the purposesdescribed in this Base Lease or (ii) in violation of the Laws of any GovernmentalAuthorities.

(b) Subject to the provisions of Article XIII hereof, the OCFC shall attempt tocause the compliance with all Laws, now or hereafter in effect, of anyGovernmental Authorities affecting the Premises, the construction of the Project,or the operation of the Ohio cultural facility.


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(c) The OCFC shall attempt to cause the Premises to be maintained and keptin good order and repair, ordinary wear and tear and damage by fire and otherinsured casualty excepted.

(d) The OCFC shall attempt to ensure that the Premises are not used oroccupied for any business or purpose which would be deemed extra hazardous, orrender the insurance thereon void or cause the insurance risk to be morehazardous.

If and so long as the OCFC shall observe and perform all covenants required to beobserved by it under this Base Lease, the NURFC warrants peaceful and quiet occupation andenjoyment of the Premises, subject only to the matters described in Paragraph 1 of Section 2 ofthis Article I.

Section 4. Discharge of Obligations. The OCFC may discharge its responsibilitiesunder Section 3 above by contracting pursuant to the Management Agreement for their provisionby the Manager, as defined in the Management Agreement, or pursuant to the Cooperative Use

Agreement for their provision by the Project Sponsor, as defined in the Cooperative UseAgreement.

ARTICLE IITERM

Section 1. Initial Term. Subject to the provisions of Article X hereof, the term of thisBase Lease (the "Term") shall commence on the date hereof and shall terminate when all Bondsthat provide proceeds to finance the Project have been paid and discharged in accordance withtheir terms.

Section 2. Holdover. Should the OCFC continue to occupy the Premises after theexpiration of any term of this Base Lease, with or without the express or implied consent of theNURFC, such holding over beyond the term shall operate as a tenancy from month to month andnot for any other term whatsoever. Such month to month tenancy may be terminated by theNURFC by giving the OCFC thirty days' prior written notice, and at anytime after the terminationdate set forth in such notice, the NURFC may re-enter and take possession of the Premises.

ARTICLE IIIRENT AND OTHER PAYMENTS

Section 1. Rent. The NURFC and the OCFC hereby agree that the mutual rights andobligations agreed to under this Base Lease constitute good and sufficient consideration for thisBase Lease.

Section 2. Taxes and Assessments. Subject to the provisions of Article XIII hereof,the OCFC shall pay and discharge, or cause to be paid and discharged, when the same shallbecome due and payable, and before any penalty, interest or costs accrue thereon or become duefor any reason, all real estate taxes, levies, licenses and other assessments which are levied,confirmed, imposed upon or become due and payable out of, in respect to, or become a lien on,all or any part of the Premises or the use of the Premises, whether general or special, ordinary or


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extraordinary, unforeseen or foreseen, and of any kind and nature whatsoever, including, withoutlimitation, personal property taxes, sales taxes and income taxes, if applicable.

Section 3. Utilities. Subject to the provisions of Article XIII hereof, the OCFC shallpay and discharge, or cause to be paid and discharged, when the same shall become due andpayable and before any penalty, interest or costs accrue thereon or become due for any reason, allgas, water, steam, electricity, heat, power, telephone or other utility charges incurred in theoperation, maintenance, use and upkeep of the Premises.

Section 4. Discharge of Obligations. The OCFC may discharge its responsibilitiesunder Sections 2 and 3 of this Article I II by contracting for their provision pursuant to the CAFAgreement by the Construction Administrator, as defined in the CAF Agreement, pursuant tothe Management Agreement by the Manager or pursuant to the Cooperative Agreement by theProject Sponsor.

Section 5. Not Indebtedness of the State. It is expressly understood and agreed by theparties hereto that the obligations of the OCFC created by or arising from this Base Lease shall

not be, represent or constitute indebtedness, bonded or otherwise, of the State or the OCFCwithin the meaning of such term in the Constitution or the laws of the State or a pledge of thefaith or credit of the State or grant to the owners or holders of the Bonds any right to have theGeneral Assembly levy any excises or taxes for the payment of any sums due hereunder.

All obligations of the OCFC hereunder relating to expenditures, except obligations whichare to be paid from the proceeds of the Bonds, are expressly subject to the availability of fundsappropriated by the General Assembly to the OCFC for such purposes.

ARTICLE IVREPAIRS AND MAINTENANCE

Section 1. General Upkeep. From the date hereof, the OCFC agrees to keep andmaintain the Premises in good order and condition, except for (i) ordinary wear and tear and (ii)damage by casualty, which is insured as provided in Article VI hereof. In case of damage coveredby insurance as provided in Article VI, the OCFC will pay the deductible.

However, if the construction of all or any portion of Project renders the Facility closed tothe general public and requires a Certificate of Use and Occupancy by the City of Cincinnati,Ohio prior to use by the general public, such obligation shall accrue as to that portion of theFacility after the issuance of such Certificate. The OCFC shall have the right, but not theobligation to make structural repairs to the Premises, in accordance with the terms of Article Vhereof.

Section 2. Discharge of Obligations. The OCFC may discharge its responsibilitiesunder Section 1 of this Article IV by contracting for their provision pursuant to the CAFAgreement by the Construction Administrator, pursuant to the Management Agreement by theManager or pursuant to the Cooperative Use Agreement by the Project Sponsor.


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ARTICLE VPROJECT/STATE IMPROVEMENTS

Section 1. Construction Administration. In accordance with the Act, constructionservices for the Project shall be provided by the NURFC, as the Construction Administrator. Theconstruction services, including without limitation, the construction start date, completion date,plans and specifications, and payment procedures are set forth in the CAF Agreement.

Section 2. Ownership of the State Improvements. All right, title and interest in theimprovements constituting the Project, other than State Improvements, and any substitutions,modifications, or improvements made thereto in accordance with this Article V, shall vest in theNURFC but shall be leased to the OCFC pursuant to Article I Section 1 hereof. All right, title andinterest in the improvements constituting the State Improvements, and any substitutions,modifications or improvements made thereto in accordance with this Article V, shall vest in theOCFC. Notwithstanding the foregoing, during the term of this Base Lease, the OCFC shall haveno right to remove all or any portion of the State Improvements from the Premises without theprior written consent of the NURFC, which consent shall not be unreasonably withheld in thejudgment of the NURFC.

Upon termination of this Base Lease in accordance with Article X hereof, the OCFC shallbe entitled to receive the Value of the State Improvements, hereinafter defined. Thereupon, theOCFC shall convey whatever right, title and interest in the State Improvements it receives uponcompletion of construction thereof to the NURFC, free, clear, and unencumbered of any claimsof those claiming by, from or through the OCFC, unless caused by the ConstructionAdministrator, the Manage or the Project Sponsor.

Section 3. Alteration. With the NURFC's consent, which shall not be unreasonablywithheld, the OCFC shall have the right, but not the obligation, at any time and from time to

time, without liability to the other, to make or cause to be made such substitutions, modifications,or improvements, structural or otherwise, to that part of the Premises constituting the Project(including the State Improvements), as the OCFC deems necessary or desirable in connectionwith its use of the Facility provided, such alterations shall not impair the character of the Facilityas an Ohio cultural facility. The OCFC shall pay and discharge, or cause to be paid anddischarged, the costs of any such changes, so that the Facility shall at all times be free of liens forlabor and material supplied thereto. Upon completion thereof, all substitutions, modifications andimprovements to the State Improvements shall be deemed to constitute a part of the StateImprovements.

With the OCFC's consent which shall not be unreasonably withheld, the NURFC shall

have the right, but not the obligation, at any time and from time to time, without liability to theother, to make or cause to be made such substitutions, modifications, or improvements, structuralor otherwise, to that part of the Premises constituting the Project (including the StateImprovements), as the NURFC deems necessary or desirable in connection with the OCFC's useof the Premises; provided, such alterations shall not impair the character of the Premises as anOhio cultural facility. The NURFC shall pay and discharge, or cause to be paid and discharged,the costs of any such changes so that the Facility at all times shall be free of liens for labor andmaterial supplied thereto. Upon completion thereof all substitutions, modifications and


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improvements to the State Improvements shall be deemed a part of the State Improvements andall substitutions, modifications, and improvements to the Premises not constituting the StateImprovements shall be deemed to be not part of the State Improvements.

Section 4. Liens, Negative Pledge. Except for the Open-End Mortgage, SecurityAgreement and Fixture Filing dated as of April 1, 2003 between the NURFC and TheJPMorganChase Bankof New York Mellon Trust Company, N.A. (as successor to Bank One, NA):

(a) Pursuant to the CAF Agreement, the NURFC, as the Construction Administrator,shall ensure that the Project be completed free and clear of all mechanic's liens orencumbrances against the Premises or any portion thereof, including the StateImprovements.

(b) The NURFC shall not pledge, hypothecate, or otherwise encumber all or any partof the Premises, including the Project, without the prior written consent of the OCFC,which consent shall not be unreasonably withheld.

Section 5. Equipment and Furnishings. The Lessee, the Manage or the ProjectSponsor of the Facility shall have the right, but not the obligation, to bring furniture, equipmentor other items of personalty (not constituting State Improvements or structural improvements tothe Premises pursuant to Section 3 above) into the Premises. Ownership of such items shallremain vested in and may be removed at any time by the entity which placed such items in thePremises.

Section 6. Reversion to NURFC. Upon termination of this Base Lease, the part of thePremises owned by the OCFC shall revert to the NURFC. The OCFC agrees to execute any andall documents reasonably necessary to effect such reversion.

ARTICLE VIINSURANCE

Section 1. Coverage. Unless otherwise stated, the OCFC shall maintain, or cause tobe maintained the insurance identified in this Article VI. Unless otherwise stated, such insuranceshall remain in force at all times from the date hereof through the term of this Base Lease, withcompanies authorized to do business in Ohio with a Best rating of at least A-.

The OCFC shall provide that each policy names the NURFC as an additional insured, asits interests may appear.

Each policy shall require at least 30 days prior written notice to the NURFC of any

proposed modification, non-renewal or cancellation thereof and written notice of any submissionof any claim within 15 days thereof.

The OCFC shall furnish the NURFC with certificates of insurance, evidence of paymentof premiums thereon, and any amendments and endorsements to such policies as the NURFCmay reasonably request from time to time.


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The OCFC warrants that it will use its best efforts to comply with all conditions of eachpolicy to assure that each policy is kept in full force and effect and that any and all insuranceclaims be made on a timely basis as required in the conditions of each of the following policiesidentified in this Article VI.

Section 2. Commercial General Liability Insurance (ISO 1997 or later occurrenceform). The OCFC shall maintain, or cause to be maintained, commercial general liabilityinsurance to pay on behalf of the OCFC claims for damages for "bodily injury", "propertydamage", and "personal injury" as defined in the insurance policy which may arise out of, resultfrom, or be incurred in connection with the Facility and Premises related thereto, as described inthis Base Lease.

The minimum coverage amount should be for $1 million per occurrence, $2 millionannual aggregate, and $2 million completed operations aggregate with a $15 million umbrella forthe Facility and Premises.

Section 3. Special Form Property Insurance. The OCFC shall maintain, or cause to

be maintained special form property insurance, including the peril of earthquake, on or about theFacility and Premises related thereto belonging to the NURFC or OCFC, including StateImprovements, in an amount not less than the full replacement cost thereof.

Section 4. Employer's Liability Insurance. The OCFC shall maintain, or cause to bemaintained, employer liability insurance to cover "bodily injury' by accident or disease includingdeath at any time resulting from or sustained by any employee of the OCFC arising out of and inthe course of his/her employment. The limits of insurance are to be $1 million each employee for"bodily injury" by accident or disease and $1 million "bodily injury" by disease annualaggregate.

Section 5. Auto Insurance. The OCFC shall maintain, or cause to be maintained, autoliability coverage, including non-owned or hired, in an amount of not less than $1 million.

Section 6. Indemnification. At all times during the term of this Base Lease, theOCFC shall attempt to cause the Construction Administrator, the Manager or the Project Sponsorto fully indemnify, defend and save the NURFC and the OCFC, its employees and agentsharmless from all claims, expenses or damages of any nature to any person or property resultingfrom any event or occurrence on the Premises. Notwithstanding anything herein to the contrary,the provisions of this Section shall survive the expiration or termination of this Base Lease.

Section 7. Discharge of Obligations. The OCFC may discharge its responsibilitiesunder Sections 1, 2, 3, 4, 5, and 6 of this Article by contracting for their provision pursuant to theCAF Agreement by the Construction Administrator, pursuant to the Management Agreement bythe Manager or pursuant to the Cooperative Use Agreement by the Project Sponsor.

ARTICLE VIIEMINENT DOMAIN

Section 1. Substantial Taking. If all, or substantially all, of the Premises are takenunder the exercise of power of eminent domain by any governmental body or by any person, firm


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or corporation acting under governmental authority, this Base Lease shall terminate on the date ofsuch taking, except with respect to the obligations of the OCFC arising prior to the terminationdate and any obligations that survive the termination of this Base Lease.

For purposes of this Article VII, the OCFC shall determine in its sole discretion ifsubstantially all of the Premises are taken. NURFC agrees for purposes of this Base Lease that"substantially all" of the Premises are taken if it is impractical or undesirable for the OCFC, theManager or the Project Sponsor, to continue to use the remaining portion of the Premises as anOhio cultural facility.

Section 2. Temporary Taking. If all, or substantially all, of the Premises are taken fora temporary time or in the event that less than substantially all of the Premises is taken, this BaseLease shall continue in full force and effect and the obligations of the OCFC hereunder shallcontinue, as to the portion not affected.

Section 3. Notice. Each of the parties agree to immediately notify the other partyhereto of any eminent domain proceedings commenced or threatened to be commenced against

all or a portion of the Premises. Within sixty days after a final determination by the governingauthority is made and time for appeal of such determination has passed, or the time the "taking"actually affects the operation of the Facility, as determined by the OCFC, whichever occurs first,the NURFC shall provide written notice to the OCFC that (a) substantially all of the Premises areto be taken, that the Base Lease is to be terminated, and the date of such termination, which willbe no less than thirty nor more than sixty days from the date of such notice, or (b) substantiallyall of the Premises are not taken and the Base Lease shall remain in full force and effect.

Section 4. Proceeds. In the event of a substantial taking as described under Section 1,any proceeds received from an award made in such eminent domain proceedings, including anyamounts payable pursuant to any agreement with the governing authority which has been made in

settlement of, or under threat of such taking, or pursuant to a sale in lieu of such taking, shall bepaid as follows:

(a) first, (i) the Value of the State Improvements, as defined below, as of thetermination date; and

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

Should the condemning authority fail to expressly allocate the proceeds between theinterests of the OCFC and the interests of the NURFC, as set forth above, the allocationshall be as follows:

(i) first, the Value of the State Improvements shall be paid to the OCFC; and

(ii) second, the balance shall be paid to the NURFC.

The "Value of the State Improvements" shall be that percentage of the principal amount ofthe Bonds used to pay costs of the Project equal to the ratio of (x) the number of months from thedate of the determination of the Value of the State Improvements to the final maturity date of the


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Bonds to (y) the total number of months that the Bonds are scheduled to be outstanding. TheValue of the State Improvements as of the first day of each month is shown on Exhibit D.

In the event of a temporary taking as described in Section 2 hereof, the proceeds shall goto the NURFC to restore the Facility to that which is substantially similar to the Facility beforethe taking.

Section 5. Provisions Survive. The provisions of this Article shall survive theexpiration or termination of this Base Lease.

ARTICLE VIIIDAMAGE

Section 1. Damage. For purposes of this Section, the NURFC shall determine in itssole discretion if substantially all of the Premises are damaged, as described below. If all orsubstantially all of the Premises shall be damaged by fire, flood, windstorm or other casualtycovered by insurance, the NURFC, in its sole discretion, may repair or restore the Premises as an

Ohio cultural facility, with such changes as may be necessary or desirable in the judgment of theNURFC. Subject to Article IV Section 1, if less than substantially all of the Premises aredestroyed, the NURFC shall repair the Premises to substantially the same conditions as prior tothe damage.

Within ninety days of the date of such casualty, the NURFC shall notify the OCFCwhether (a) it elects to repair or restore the Premises or (b) it elects to terminate this Base Lease,and the date of termination, which shall be no less than thirty nor more than sixty days from thedate of the notice.

"Substantially all" shall have the same meaning as described in Article VII hereof.

Section 2. Repair Schedule. If the NURFC elects to repair or restore the Premises, theNURFC shall commence to repair the Premises no later than six months after notice thereof tothe OCFC, or within such longer period of time as the OCFC shall consent, which consent shallnot be unreasonably withheld. The NURFC shall proceed with all dispatch to complete the repairand restoration. Nothing in this paragraph shall require the NURFC to pay the costs of any repairor restoration to the Premises from other than

insurance proceeds received by it pursuant to Section 3 of this Article, provided it is incompliance with such Section.

Section 3. Proceeds. All insurance proceeds resulting from claims with respect to an

insured casualty shall be applied as follows:

(a) If the NURFC elects to repair or restore the Premises, first to the repair orrestoration of the Premises according to the same plans and specifications asoriginally built, or with such modifications as the OCFC consents, which consentshall not be unreasonably withheld and, second, in the event any proceeds remainafter payment of such costs, the remaining proceeds shall be distributed to theNURFC;


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(b) If the NURFC does not elect to repair or restore the Premises, 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 such costs,the remaining proceeds shall be distributed to the NURFC.

Section 4. Uninsured Repairs. If capital repairs or improvements to the Premises shallbe required, as a result of ordinary wear or tear, the OCFC shall promptly repair, or cause theManager or the Project Sponsor to repair, at the cost of the Manager or the Project Sponsor,respectively.

Section 5. Discharge of Obligations. The OCFC may discharge its responsibilitiesunder Section 4 of this Article by contracting for their provision pursuant to the CAF Agreementby the Construction Administrator, pursuant to the Management Agreement by the Manager orpursuant to the Cooperative Use Agreement by the Project Sponsor.

ARTICLE IXDEFAULT

Section 1. Events of Default. Each of the following shall be an "Event of Default":

(a) Failure to execute a CAF Agreement within 30 days of the date hereof;

(b) Termination of the CAF Agreement prior to completion of construction;

(c) The determination of any material inaccuracy in any of the representations madeby the NURFC in Article I Section 2 of this Base Lease as determined in the solediscretion of the Executive Director of the OCFC;

(d) Failure by either party hereto (the "Defaulting Parry"), except in the case of afailure described in (a), (b) or (c) above, to observe any covenant, condition, or agreementherein contained on its part to be performed or observed and the continuance of suchfailure without curing the same within thirty days after receipt by the Defaulting Party ofprior written notice of such failure; provided, that in the case of any default referred to inthis clause (d) which cannot with due diligence be cured within such thirty day period, ifthe Defaulting Party shall proceed promptly and continuously to cure the same with duediligence, then upon receipt by the non-defaulting party of a certificate of the DefaultingParty stating the reason that such default cannot be cured within such time and stating thatit is proceeding with due diligence to cure the default, the thirty day period shall beextended by such amount of time as may be reasonably necessary to cure the default;

(e) An Event of Default (including the expiration of any cure period) under theReimbursement Agreement by and among the NURFC, TheJPMorgan Chase Bank ofNew York Mellon Trust Company, N.A. (as successor to Bank One NA) as agent, and theLetter of Credit Banks identified therein, dated as of April 1, 2003, as amended orsupplemented from time to time; and


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(f) An Event of Default (including the expiration of any cure period) under the LoanAgreement between the NURFC and the Port of Greater Cincinnati DevelopmentAuthority, dated as of April 1, 2003, as amended or supplemented from time to time.

Section 2. Notice. Each party to this Base Lease agrees to give the other party promptwritten notice of the occurrence of any event or condition which constitutes or would, with thepassage of time, constitute an Event of Default hereunder.

Section 3. Cure. The curing of any Event of Default within the above time limits byanyone on behalf of the Defaulting Party shall constitute a curing of any default hereunder.

Section 4. Remedies. Subject to the provisions of Article X hereof, whenever anyEvent of Default shall have occurred and, if applicable, shall not have been cured as provided inSection 1(d) above, the non-defaulting party may (a) terminate this Base Lease in accordancewith the provisions of Article X hereof, or (b) take whatever action at law or in equity it deemsappropriate, in its sole discretion.

ARTICLE XTERMINATION

Section 1. Automatic Termination. This Base Lease shall terminate upon:

(a) the enactment of any statutory measure which divests the OCFC of theauthority to lease or manage all or any part of the Premises, including the Facility,without transferring contemporaneously the rights and responsibilities of theOCFC to another State agency;

(b) the expiration of the term of this Base Lease, as described in Article II

hereof;

(c) the receipt by OCFC and the Authority of an opinion, satisfactory to themand addressed to them, of nationally recognized bond counsel stating that (i) it isno longer necessary for the OCFC to maintain any real property interest in thePremises, including the State Improvements, and (ii) termination of this BaseLease will not adversely affect (A) the validity of the Bonds or (B) the exclusionof interest on the Bonds from the gross income of the holders of the Bonds forfederal income tax purposes;

(d) the taking of all or substantially all of the Premises in accordance withprovisions of Article VII hereof; or

(e) The termination of the Lease Agreement between the OBA and the OCFCdated as of June 1, 1993 and the Lease Agreement between the OPFC and theOCFC dated as of August 1, 2005.

Section 2. Termination at the Option of the OCFC or NURFC. Subject to theprovisions of Section 3 of this Article X, this Base Lease may be terminated:


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Upon termination of this Base Lease pursuant to Sections 1(a), (c), (d) or (e) at the optionof the OCFC or NURFC pursuant to Section 2 of this Article X, the NURFC shall pay the OCFCthe Value of the State Improvements as of the date of termination.

Section 5. Surrender of Premises. Upon termination of this Base Lease and surrenderof the Premises, the Premises shall be free of and unencumbered by any liens or encumbrancesother than those liens or encumbrances (i) existing at the time of the execution of this Base Lease,(ii) created by or resulting from any act or status of the NURFC or Manager or failure by theNURFC or Manager to perform any obligation not required to be performed by the OCFChereunder, or (iii) created by or resulting from any act or failure to act by OCFC or any sublesseeor assignee of the OCFC or the Manager to which NURFC shall have expressly consented to inwriting.

ARTICLE XIASSIGNMENT AND SUBLETTING

Section 1. Grant. The NURFC hereby acknowledges and consents to the grant andconveyance by the OCFC to the Authority and the Base Lease from the Authority back to theOCFC pursuant to the OBA Lease Agreement. The NURFC shall not assign its interest in thisBase Lease without the written consent of the OCFC and the Authority, which consent shall notbe unreasonably withheld.

Section 2. Management Agreement. The NURFC acknowledges that it is theManager pursuant to the Management Agreement, pursuant to which the Manager will managethe Facility as an Ohio cultural facility. In the event of any inconsistency between the provisionsof this Base Lease and the Management Agreement, the terms of this Base Lease shall control.

The NURFC acknowledges that pursuant to the Cooperative Agreement in the formpresented to it, if executed and delivered, the Project Sponsor will operate and manage the

Facility as an Ohio cultural facility. In the event of any inconsistency between the provisions ofthis Base Lease and the Cooperative Use Agreement, the terms of this Base Lease shall control.

The NURFC acknowledges that the OCFC has, pursuant to the CAF Agreement and theManagement Agreement, and may pursuant to the CAF Agreement and the CooperativeAgreement, fully and completely discharged all of its obligations under Section 4 of Article I,Sections 2 and 3 of Article III, Section 1 of Article IV, Sections 1, 2 and 3 of Article VI, andSection 4 of Article VIII of this Base Lease for the Term of the Base Lease.

The NURFC further acknowledges that a failure by the Construction Administrator, theManager or the Project Sponsor to perform any such obligations or the termination of the CAF

Agreement, the Management Agreement or the Cooperative Use Agreement for any reasonwhatsoever shall not constitute or be deemed a default hereunder by the OCFC and shall notserve to impose any further or other obligation upon the OCFC, all of which obligations havebeen fully discharged by the OCFC by the execution of the CAF Agreement, the ManagementAgreement and the Cooperative Use Agreement.

In the event of termination of the Management Agreement or the Cooperative UseAgreement, as applicable, the OCFC has sole discretion to select another manager for the Facility


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and to enter into a new management agreement or cooperative use agreement, for the remainingterm of this Base Lease.

Section 3. New Manager. During the Management Transition Period, the NURFCwill cooperate with the OCFC upon OCFC's request to find a qualified manager for the Facilityand execute a new management agreement or cooperative use agreement in order that the Facilitybe open to the general public as a cultural facility. The new Manager or Project Sponsor shall beselected in accordance with Section 9 of the Subordination Agreement among the NURFC, theOCFC, Bank One NA, as trustee, and Bank One NA, as agent on behalf of itself and other banksissuing a letter of credit dated April 17, 2003. As used herein, the "Management TransitionPeriod" shall be that period of time commencing with the termination of the ManagementAgreement or the Cooperative Use Agreement, as applicable, for any reason whatsoever, andcontinuing until such time as a new management agreement or cooperative use agreement isexecuted by the OCFC with a new manager. During the Management Transition Period, theFacility shall not be open to the general public.

Section 4. Termination of Base Lease. If a new management agreement orcooperative use agreement has not been executed by the OCFC within six months of thecommencement of the Management Transition Period, and subject to the fulfillment of anyapplicable conditions set forth in this Base Lease, either the NURFC or OCFC may terminate thisBase Lease by giving the other party hereto prior written notice thereof, stating (a) its intention toterminate the Base Lease and (b) the termination date, which shall be no less than thirty nor morethan sixty days from date of the notice.

Section 5. Role of Authority. The NURFC acknowledges that the State has beengranted an interest in the Premises for the purpose of issuing the Bonds, the proceeds of whichare to be used to finance the costs of the State Improvements. The NURFC further acknowledgesthat the OBA, the Treasurer and the OPFC are not obligated under any circumstances

whatsoever, including without limitation, a default by the OCFC, the Manager or the ProjectSponsor, to perform any obligations of the OCFC, the Manager or the Project Sponsor, as setforth in this Base Lease or the Management Agreement or the Cooperative Use Agreement, asapplicable. The NURFC also acknowledges that the issuance of the Bonds is solely in thediscretion of the State and may not be compelled by the NURFC or by order of any court.

ARTICLE XIIEXECUTION OF DOCUMENTS

Section 1. Easements. The NURFC and OCFC acknowledge that the OCFC shallhave all rights and duties under all easements appurtenant to the Premises. The parties further

agree that from time to time, at the request of the other party, each shall execute and deliver suchadditional documents confirming the rights of each party under all easements appurtenant to thePremises (the "Easements") or more precisely fixing the location of the Easements as suchrequesting party shall deem to be necessary or appropriate, all expenses of which shall be borneby the party requesting such document.

Section 2. Estoppel Certificates. The NURFC and OCFC shall, from time to timefollowing demand therefore, promptly execute, acknowledge and deliver to the other, a statement


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in recordable form certifying that this Base Lease is unmodified and is in full force and effect (or,if there have been modifications, that this Base Lease is in full force and effect as modified andspecifying said modifications) and either stating that to the knowledge of the signer of suchstatement (a) no default or event which with notice or the passage of time or both, wouldconstitute an Event of Default, exists hereunder or (b) specifying each alleged Event of Default of

which the signer has knowledge.

It is intended that any such statement made pursuant to this Section may be relied upon byany prospective assignee or sublessee of the OCFC or the Manager. The parties shall promptlyfurnish, following demand therefore, satisfactory evidence and proof of payment of items forwhich they are respectively responsible under this Base Lease.

ARTICLE XIIIPERMITTED CONTESTS

Section 1. Contested Charges. The OCFC shall not be required to make any paymentsrequired by Sections 2 and 3 of Article III herein, provided the OCFC is contesting in good faith

the existence, amount, validity, or extent of its liability therefore by appropriate proceedings;provided, such proceedings operate to prevent (a) the collection of, or other realization upon, theamount so contested, (b) the sale, forfeiture or loss of all or any part of the Premises or (c) anyinterference with the use or occupancy of all or any part of the Premises. If the OCFC isunsuccessful in the such contest, the OCFC shall promptly fully pay and discharge, or cause to befully paid or discharged, all amounts required to be paid by the OCFC pursuant to said Sections,together with any fines, penalties, judgments, interest, costs and expenses attributable thereto.The OCFC shall also timely perform or cause to be performed all acts mandated thereby.

ARTICLE XIVOTHER DOCUMENTS

Section 1. Other Financing. If the Project is financed with proceeds of the issuance oflocal bonds, a letter of credit or otherwise, the OCFC must approve the terms and provisions ofthe documents providing for such funding. In the event such documents have been executed priorto this Base Lease, the Management Agreement, the CAF Agreement or the Cooperative UseAgreement, the terms and provisions of such documents shall be subordinated to the terms andprovisions of this Base Lease, the Management Agreement, the CAF Agreement and theCooperative Use Agreement.

ARTICLE XVAMENDMENTS

Section 1. Amendments. This Base Lease may be amended by the OCFC and theNURFC. All amendments shall be in writing.

Section 2. Value of State Improvements. If OCFC finances additional StateImprovements to the Facility, the OCFC and the NURFC shall amend this Base Lease,particularly Exhibit D, to reflect the additional financing of State Improvements by the OCFCand the Value of the State Improvements.


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ARTICLE XVIMISCELLANEOUS

Section 1. Separability. Each provision hereof shall be separate and independent andthe breach of any provision by any party hereto shall not discharge or relieve the other party fromits obligations 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 Base Lease (or the application of such invalid provisions to suchpersons, firms or corporation or circumstances other than those as to which it is invalid orunenforceable), shall not be affected thereby, and each provision 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 becumulative and, except as specifically contemplated otherwise by this Base Lease, none shallexclude any other right or remedy allowed at law or in equity, and said rights or remedies may beexercised or enforced concurrently.

Section 3. Waiver. The waiver by any party hereto of, or the failure of such party totake action with respect to, any breach of any term, covenant or condition herein contained shallnot be deemed to be a waiver of any other term, covenant or condition herein contained, or anysubsequent breach of the same, or any other term, covenant or condition herein contained.

Section 4. Notices, Demands. All notices, demands, requests, consents, approvals andother communications required or permitted to be given pursuant to the terms of this Base Leaseshall be in writing and shall be deemed to have been properly given if hand delivered, sent byU.S. registered or certified mail, postage prepaid, or sent by e-mail or fax with writtenconfirmation sent by a U.S. registered or certified mail, postage prepaid:

(a) with respect to the NURFC:

National Underground Railroad FreedomCenter, Inc.50 E. Freedom WayCincinnati, Ohio 43202Attention: Chief Financial OfficerE-mail: [email protected]: 513-241-1202

(b) with respect to the OCFC:

Ohio Cultural Facilities Commission20 East Broad Street, Suite 200Columbus, Ohio 43215 - 3416Attn: Executive DirectorE-mail: [email protected]: 614-752-2775


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with additional copies sent to:

Attorney General State of Ohio30 E. Broad Street, 17th FloorColumbus, Ohio 43215Attn: Business Counsel SectionE-mail: [email protected]: 614-728-9470

In addition, such notices shall also be sent to all assignees or sublessees of the OCFC ofwhich the sender has actual or constructive notice.

The NURFC, the OCFC and the additional parties designated above shall each have theright from time to time to specify as their respective address for purposes of this Base Lease anyother address upon the giving of fifteen days' prior written notice, as provided herein, to the otherparties listed above.

Section 5. Binding Effect. All of the covenants, conditions and obligations containedin this Base Lease shall be binding upon and inure to the benefit of the respective successors andassigns of the NURFC and OCFC to the same extent as if each such. successor and assign werenamed as a party to this Base Lease. This Base Lease may not be changed or discharged exceptby writing signed by the parties hereto.

Section 6. Memorandum of Lease. Neither party hereto shall place this Base Lease ofrecord, but each party shall, upon execution hereon, execute and deliver a memorandum of leaseor similar instrument reflecting the terms of this Base Lease as are required pursuant to O.R.C.Section 5301.251, and which instrument shall within ten days thereafter be presented forrecording in the Recorder's Office of Hamilton County, Ohio, without further notice at NURFC's

expense. NURFC shall, at its expense, promptly provide the OCFC with a certified copy of therecorded memorandum of lease.

Section 7. Appropriation. The OCFC's obligations to make any expenditurehereunder are subject to appropriations having been made specifically for expenses related to theFacility and other approvals having been obtained as may from time to time be required by thelaws of the State of Ohio.

Section 8. Execution in Counterparts. This Base Lease may be executed in severalcounterparts, each of which shall be an original and all of which shall constitute but one and thesame instrument.

Section 9. Governing Law. This Base Lease shall be governed by and interpretedunder the laws of the State of Ohio, and any action or proceeding arising from this Base Leaseshall be commenced in a court of competent jurisdiction located in Franklin County, Ohio.

Section 10. Captions. The captions of this Base Lease are for convenience only and arenot to be construed as part of this Base Lease and shall not be construed as defining or limiting inany way the scope or intent of any of the provisions hereof.


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Section 11. Time. Time is of the essence in this Base Lease and all provisions hereinrelating thereto shall be strictly construed.


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IN WITNESS WHEREOF, the NURFC and OCFC have caused this Base Lease to beexecuted by their duly authorized representatives as of the day and year first above written.

National Underground Railroad FreedomCenter, Inc.

By: /s/ Don MurphyPresident and Chief Executive Officer

State of Ohio, by and through the OhioCultural Facilities Commission

By: /s/ Kathleen M. FoxKathleen M. FoxExecutive Director


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EXHIBIT A

Facility/Project

Facility: The National Underground Railroad Freedom Center (Freedom Center) is a museum

project that will present the story of slaves escaping from slavery in the South to the Northern freestates via the network of "stops" and paths known as the Underground Railroad. The facility willconsist of 160,000 square foot museum and a garden esplanade depicting "pathways to freedom" forvisitors to experience.

Project: The Project consists of the design, construction and operation of the National UndergroundRailroad Freedom Center facility, as described above.


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EXHIBIT B

State Improvements

The State Improvements consist of exhibits, furniture, fixtures and equipment located in the

National Underground Railroad Freedom Center facility, as approved by the Executive Director ofthe OCFC in her sole discretion.


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EXHIBIT C

Land, Easements, Rights, Appurtenances/Existing Buildings

Air rights above Elevation 510 of Lot 3, The Banks, Phase 1, the plat of which is recorded in Plat

Book 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

11/1/2008 1,360,635.75 3,484,736.90 2,476,050.42 1,723,270.44 9,044,693.51

12/1/2008 1,345,347.70 3,453,898.52 2,441,176.47 1,710,691.82 8,951,114.52

1/1/2009 1,330,059.66 3,423,060.14 2,406,302.52 1,698,113.21 8,857,535.53

2/1/2009 1,314,771.62 3,392,221.76 2,371,428.57 1,685,534.59 8,763,956.55

3/1/2009 1,299,483.58 3,361,383.38 2,336,554.62 1,672,955.97 8,670,377.56

4/1/2009 1,284,195.54 3,330,545.00 2,301,680.67 1,660,377.36 8,576,798.57

5/1/2009 1,268,907.49 3,299,706.62 2,266,806.72 1,647,798.74 8,483,219.58

6/1/200

9 1,253,619.45 3,268,868.24 2,231,932.77 1,635,220.13 8,389,640.597/1/200

9 1,238,331.41 3,238,029.87 2,197,058.82 1,622,641.51 8,296,061.618/1/200

9 1,223,043.37 3,207,191.49 2,162,184.87 1,610,062.89 8,202,482.629/1/200

9 1,207,755.32 3,176,353.11 2,127,310.92 1,597,484.28 8,108,903.6310/1/20

09 1,192,467.28 3,145,514.73 2,092,436.97 1,584,905.66 8,015,324.6411/1/20

09 1,177,179.24 3,114,676.35 2,057,563.03 1,572,327.04 7,921,745.6612/1/20

09 1,161,891.20 3,083,837.97 2,022,689.08 1,559,748.43 7,828,166.67

1/1/2010 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

5/1/2010 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

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 4,646,481.09

11/1/2012 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 2,868,480.326/1/201

4 336,336.93 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

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


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A-29

2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

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

4/1/2017 370,060.56 452,830.19 822,890.74

5/1/2017 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

18 213,836.48 213,836.4812/1/20

18 201,257.86 201,257.86

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

5/1/2019 138,364.78 138,364.78


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A-30

2001 BondProceeds

2003 BondProceeds

2004 BondProceeds

2006 BondProceeds

TOTAL

6/1/2019 125,786.16 125,786.16

7/1/2019 113,207.55 113,207.55

8/1/2019 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 $514,529,239.8


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