MANAGEMENT AGREEMENT This Management Agreement (the “Agreement’) is dated as of ,-Z00%_ by and between National Underground Railroad Freedom Center, Inc., as manager (the “Manager’) and the State of Ohio (the “State"), acting by and through the Ohio Arts and Sports Facilities Commission (the “Commission”). Capitalized terms not otherwise defined herein shall have the same meaning as such terms are defined in the Base Lease, hereinafter described. RECITALS 1. Pursuant to a Base Lease dated as of the date hereof by and between the National Underground Railroad Freedom Center, Inc., as lessor, and the Commission, as lessee (the “Base Lease”), the Commission has acquired a real property interest in the land, and all easements, rights and appurtenances related thereto, described in Exhibit C to the Base Lease, together with all buildings, structures and improvements now or hereinafter erected thereon and all existing furniture, fixtures, and equipment located therein (the “Lessor’s Property”). The Lessee Improvements, as described in Exhibit B to the Base Lease, will be owned by the Commission and the Arts Project, as described in Exhibit A to the Base Lease, not constituting the Lessee Improvements, shall be owned by the Lessor. All of the property described in this Recital |, together with any property acquired in substitution therefor, as a replacement of, or modification ‘or improvement thereto, is hereinafter referred to as the “Premises"). 2. The rights of the Commission in the Premises as lessee under the Base Lease have been granted and conveyed fo the Chio Building Authority (the “Authority”), pursuant to a Lease Agreement dated as of June 1, 1993, as amended and ‘supplemented from time to time pursuant to supplemental leases (collectively, the “OBA Lease Agreement’), in accordance with Ohio Revised Code (‘O.R.C.") Section 152.24(D). In tum, the Authority has subleased the Premises back to the Commission pursuant to the OBA Lease Agreement. 3. Pursuant to the Base Lease, the Lessor wishes to, and as Construction Administrator agreed to, construct a museum and educational center for use as an Ohio arts facility, as defined in O.R.C. Section 3383.01. 4. Pursuant tothe Act, the Commission and National Underground Railroad Freedom Center, Inc. as construction administrator (the “Construction Administrator’) have entered into an Arts Facility Construction Administration and Funding Agreement, (the “CAF Agreement’) dated as of the date hereof, pursuant to which the Construction. Administrator shall oversee construction of the Arts Project. 5._ It is estimated that the total cost of the Arts Project is approximately $11Z.915,000_. The Commission shall pay for a portion of the Lessee Improvements included in the Arts Project from the proceeds of the Bonds, as further described in the Base Lease (together with any Additional Bonds, the proceeds of which are used to finance improvements to the Premises, the "Facility Bonds"). The Lessor shall pay the remaining costs of the Arts Project from the Local Share, hereinafter defined. MAORIGINAL AGREEMENTS 'Project Specific Agmts\NURFCINURFC MA tev 3-17-03.doc 16. Pursuant to the Base Lease, the Commission has agreed to attempt to ensure the Premises are used to engage in and provide for the development, performance and presentation of or making available the arts in the State by providing for the operation of a museum and educational center, commonly known as National Underground Rallroad Freedom Center (the "Facility’), whict Facility is defined as an Ohio arts facility pursuant to the Act. 7. Pursuant to O.R.C. Section 3383.07(C), the Commission may determine that general building services be provided by the Commission or by an arts organization that occupies, will occupy or is responsible for the Facility. 8. The Commission has determined that the Manager shall provide the general building services and the Manager is willing to assume responsibility for the provision of, ‘and payment of costs of, such general building services for the Facility, in accordance with O.R.C, Section 3383.07(C).. In consideration of the mutual promises and covenants set forth herein, the parties agree as follows: ARTICLE| OPERATION Section 1. General. The Manager shall operate and manage the Facility pursuant to the terms of this Agreement and in accordance with the terms of the O.R.C. ‘The Manager shall also (@) operate and manage the Facility so as to maintain the Facility as a first-class facility of its type, and to take any and all actions reasonably necessary to insure such, for the primary purpose of a museum and educational center; (b) _ use the Manager's staff as necessary to manage the Facility in the best interests of the Commission, the Authority, and the State for the presentation of the arts as defined in O.R.C. Section 3383.01(A); (c) cooperate with the Commission, the Authority, and the State in the construction of the Arts Project and the resolution of any issues, questions or concerns which the Commission. the Authority, or the State may have about the management of the Facil (d) coordinate the resolution of any and all issues with the Commission's, the Authority's, and the State's employees, agents, and servants; and (e) exercise the highest degree of professional skill and competence in the management of the Facility. Section 2. Powers. The Manager shall have all necessary powers of management, in accordance with the Act, with full authority to do alll acts not restricted or prohibited herein or by law that are necessary or desirable for the proper operation MAORIGINAL AGREEMENTS (Project Specific Agmts\NURFC\NURFC MA rev 3-17-03.doe 2‘and management of the Facilily; provided, however, that the Manager shall take out or sell licenses, enter into or execute contracts, and hire or discharge employees only on its own behalf. Section 3, Schedule of Operation/Control of Content. As soon as reasonably Possible after the Completion Date, as defined in the CAF Agreement, the Manager shall open the Facility to the general public as an Ohio arts facility. The Facility shall be ‘open on such dates and at such times as are typical of similar types of facilities, and to such persons as the Manager shall determine, all in accordance with rules and regulations established by the Manager. During any term of this Agreement, the Manager shall have the exclusive authority to schedule events and functions at the Facility. Upon the opening of the Facility to the general public, and by March 31 of each year, or upon request of the ‘Commission, the Manager shall provide the Commission a schedule of such events and functions. Nothing herein shall permit, or be deemed to permit, the Commission or the ‘Authority to require the cancellation of any scheduled use of the Facility without the consent of the Manager. The Commission and the Authority shall not control the content or presentation by, any use by, or the selection of, persons using the Facility. Section 4. Non-Binding. The Manager shall not act on behalf of, or hold itself out as acting on behalf of, the Commission, the Authority, or the State in taking out or selling licenses, entering into or executing contracts, hiring or discharging employees, or otherwise conducting the business of the National Underground Railroad Freedom Center, Inc.. Each contract entered into or executed by the Manager shall contain substantially the following provision: “Each party hereto recognizes and agrees that the Ohio Arts and Sports Facilities Commission, the Ohio Building Authority, and the State of Ohio are not bound by or liable under this contract or license, as applicable, and are not responsible for the acts or omissions of the National Underground Railroad Freedom Center, Inc., which is acting solely as an independent contractor.” ‘The Manager shall not bind the Commission, the Authority, or the State to any ‘other person or entity. The Manager shall not commit any act or permit anything to be done inconsistent with the respective interests of the Commission, the Authority, and the State. Nothing herein shall give the Manager, in its capacity as Manager, any property interest in the Facility, the Arts Project, the Lessee Improvements or the Premises. ARTICLE Il LOCAL SHARE Section 1. Contribution of Local Share. tn accordance with O.R.C. Section 3383.07(D)(2), the Manager shall provide, raise, or cause to be raised, from sources other than the proceeds of the Facility Bonds (the “Local Share”) contributions amounting to not less than fifty percent of the total state funding for the Arts Project (the “State Share,” and collectively with the “Local Share’, the “Total Costs”) by July 1, MAORIGINAL AGREEMENTS(Project Specific Agmts\NURFC\NURFC MA rev 3-17-03.doe 32003. The State's Share of the Total Costs of the Arts Project shall be an amount equal to the lesser of the State appropriation for the Arts Project or the costs of the Lessee Improvements and shall be financed solely from the proceeds of the Facility Bonds. The Local Share shall be an amount equal to the difference between the Total Costs of the Arts Project less the State's Share. The current estimated Total Costs of the Arts Project and the apportionment of such costs between the Local Share and the State's Share are set forth on Exhibit A, attached hereto and made a part hereof. Section 2. Estimate of Local Contributions. The source, and estimated schedule of receipt, of the Local Share by the Manager is set forth on Exhibit B, attached hereto and made a part hereof. The Commission acknowledges and agrees that the nature and amount of the Local Share as set forth on Exhibit B are satisfactory to the Commission and satisfy the requirements of O.R.C. Section 3383.07(D)(2). The Commission further acknowledges that there may be additions, substitutions or changes to Exhibit 8; provided, the total value shalll never be less than the required Local Share. Section 3. Quarterly Reports. Beginning on July 31, 2003, and continuing on the last day of each January, April, July, and October thereafter until such time as the Local Share has been raised, the Manager shall provide to the Commission a detailed written report with regard to its efforts to raise and collect the Local Share. Such report shall include ail funds received by, or pledged to, the Manager as of the last day of the month immediately preceding the month in which the report is due, being December, March, June, or September, as appropriate. ARTICLE Ill REPAIRS AND PAYMENT OF COSTS. Section 1. Maintenance, The Manager agrees to maintain and keep 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 XI hereof. In case of damage covered by insurance as provided in Article XI, the Manager will pay the deductible. If structural or capital repairs or improvements to the Premises shall be required, 2s a result of ordinary wear or tear , the Manager shall promptly repair the same at its own expense. Section 2. General Building Services. The Manager shall provide all general building services for the Facility. As used herein, “general building services” shall have the same definition as set forth in O.R.C. Section 3383,01(F), including, but not limited to, general custodial care, security, maintenance, repair, painting, decoration, cleaning, utlities, fire safety, grounds and site maintenance and upkeep, and plumbing. Section 3, Taxes and Assessments. The Manager shall pay and discharge, or cause to be 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 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 extraordinary, unforeseen or foreseen, and of any kind and nature whatsoever, including, without limitation, personal property taxes, sales taxes, and income taxes, if applicable. ORIGINAL AGREEMENTS\Project Specific Agmts\NURFCINURFC MA rev 3-17-03.doe 4Section 4. Utllies. The Manager shall pay and discharge, or cause to be paid and discharged, wiien the same shall become due and payable and before any penalty, interest or costs 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 the Premises. Section 5. Discharge of Commission's Responsibilities. The Manager shall pay and discharge any other obligations relating to expenditures undertaken by the ‘Commission in the Base Lease, except those obligations which are to be paid from the proceeds of the Facility Bonds. ARTICLE IV COMPENSATION AND EXPENSES Section 1, Fees for Service. The Manager shall receive, as compensation for its services under this Agreement, all of the sums the Manager is able to produce from the management of the Facility’ in excess of the Operating Expenses, hereinafter defined, of the Facility. Such sums shall include charges for the use of the Facility, admission fees for persons viewing exhibits or performances or attending functions at the Facility, and the sale of concessions and incidentals. Section 2. Operating Expenses. The Manager shall be solely responsible for, and shall pay, any and all Operating Expenses of the Facility. As used herein, “Operating Expenses” means all costs and expenses of operating the Facility, including without limitation, all expenses of providing general building services, all wages, benefits, and taxes due to or to be withheld from the Facility’s employees, any taxes ‘evied, assessed or imposed upon personal property installed by the Manager in the Facility, all property and liability insurance required hereby, all printing and promotional expenses, and all taxes, assessments and ules described in Sections 3 and 4 of Article Il of this, Agreement. ARTICLE V REPRESENTATIONS OF THE PARTIES Section 1. Commission Representations Regarding Premises. The Manager acknowledges that the Commission has not and does not make any representations or warranties to the Manager regarding the Premises. Section 2, Use of Premises. The Manager represents and warrants that (a) _it Is (1) a 501(c)(3) organization exempt from taxation under 501(a) of the Internal Revenue Code of 1986, as amended, (i) duly organized and validly existing as a non-profit organization established under the laws of the State of Ohio, (ji) in good standing with the Ohio Secretary of State, and (iv) in compliance with the laws enforced by, and has made all required filings with, the Charitable Law Section of the Attorney General's office of the State of Ohio; MAORIGINAL AGREEMENTS'Project Specific Agmts\NURFCWURFC MA rev 3-17-03.doc 5(b) _ it will not use or occupy, or permit the use or occupation of, the Premises for other than the lawful purpose described herein or in violation of any statutes, ordinances, laws, rules, regulations, orders or notices, including any and all such laws pertaining to the Americans with Disabilities Act or environmental issues of any type (collectively, the Laws"), of any governmental authority, including without limitation, any political subdivision, department, division, commission, agency or branch thereof, having jurisdiction over the Premises (collectively, the "Governmental Authorities”); (©) it will comply with, or cause compliance with, all Laws, now or hereafter in effect, of any Govemmental Authorities affecting the Premises, the construction of the Arts Project, and the operation of the Facility; (d) it will not use or occupy, or permit the use or occupation of, the Premises for any business or purpose which would be deemed extra hazardous, or render the insurance thereon void or cause the insurance risk to be more hazardous; (e) _ it will comply with, or cause compliance with, all appropriate accounting and budgeting procedures in accordance with generally- accepted accounting principles, consistently applied; (f)_ it will take all legally required precautions for the safety of the Manager's employees at work and other persons in or about the Premises, be responsible for the prevention of accidents in or about the Premises, and regularly emphasize to its employees and other persons the need for continual attention to accident prevention efforts and strategies; and (g)_ in addition to those obligations in (f) above it will use its best efforts to prevent accidents or injury to the Manager's employees and other persons in or about the Premises. Section 3, Negative Pledge. The Manager shall not pledge, hypothecate, or otherwise encumber all or any portion of the Premises, including the Arts Project with any mortgage, security interest or lien, without the prior written consent of the ‘Commission. The Commission hereby consents to the first mortgage, lien and security interest granted to Bank One, NA, as agent on behalf of certain banks, pursuant to an Open-End Morigage, Security Agreement and Fixture Filing, dated as of April 1, 2003. ARTICLE VI TERM Section 1. Initial Term. The initial term of this Agreement shall commence on the date hereof and shall expire on June 30, 2005, unless otherwise terminated as provided herein. MAORIGINAL AGREEMENTS Project Specific Agmts\NURFCINURFC MA rev 3-17-03.doe 6Section 2, Renewal Terms. So long as the Base Lease is in effect, this Agreement may be renewed by the Commission, in accordance with the provisions of Section 3 of this Article VI, for (a) additional terms of not more than two (2) years each, which terms shall expire at the end of a State fiscal biennium, currently being June 30th of each odd year; or (b) an additional term equal to the remaining length of the term of the Base Lease, upon satisfaction of the following conditions, to be determined in the sole discretion of the Commission: (i) the Local Share, as described in Article II hereof, has been raised or arrangements have been made with respect thereto acceptable to the ‘Commission; (i) all State funding necessary for the Arts Project has been appropriated; and (ii) the Facility has been, and continues to be, open to the general public as an Ohio arts facility; provided, the exercise by the Commission of such discretion to renew shall not be arbitrarily made or unreasonably withheld. Section 3. Notice of Renewal. No more than one hundred and eighty days nor Jess than one hundred and twenty days before the expiration of the initial or any renewal. term of this Agreement, the Manager may request, in writing to the Commission, the renewal of this Agreement for the next renewal term. The writing shall include a statement as to whether the term of this Agreement is to be renewed (x) for a term of two years pursuant to Section 2(a) hereof or (y) for a longer term pursuant to Section 2(b) hereof. If the Manager makes such request, the Commission shall notify the Manager in writing, within sixty days of receipt of such request, whether the Commission consents to such request. If the Commission fails to respond to the Manager's request within such time period, the Commission shall be deemed to have dented such request. Section 4. Terms and Conditions. Any renewal term of this Agreement shall be subject to the same terms and conditions set forth in this Agreement, unless otherwise provided in a writing signed by the parties hereof. Section 5, Reference. Any reference in this Agreement to “the term of this Agreement” shall include any renewal term hereto, MAORIGINAL AGREEMENTS'Project Specific Agmts\NURFC\NURFC MA rev 3-17-03.doe 1ARTICLE VIL ‘TERMINATION Section 1. Automatic Termination Provisions. This Agreement shall be terminated upon: (a) termination of the Base Lease, in accordance with the terms and provisions set forth there’ (b) termination of the grant and conveyance to the Authority of the Commission's interest in the Base Lease; or (c) termination of the OBA Lease Agreement, in accordance with the terms and provisions set forth therein; Section 2. Events of Default , The following shall constitute an Event of Default: {a) if the Manager shall become insolvent, make a general assignment for the benefit of creditors, be generally unable to pay its debts when they are due, or be a debtor in any receivership proceeding or other proceeding brought under the federal Bankruptcy Act or similar act and hot cause such proceeding to be terminated within thirly days following the commencement thereof; (b) upon the determination by the Commission in its sole discretion of any material inaccuracy in any of the representations made by the Manager in Article XIl, or in Section 2 of Article V of this Agreement; (©) except as provided in subsection (a) or (b) above, upon failure by the Manager to observe any covenant, condition, or agreement herein contained on its part to be performed or observed and the continuance of such failure without curing the same within a period of thirty 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 with diligence be cured within such thirty day period, if the Manager shall proceed promptly and continuously to cure the same with diligence, then upon receipt by the ‘Commission of a certificate of the Manager stating the reason that such failure cannot be cured within such time and stating that it is proceeding with diligence to cure the default, the thirty day time period shall be extended as may be reasonably necessary to cure the default with due diligence; (d) An Event of Default (including the expiration of any cure period) under the Reimbursement Agreement by and among the Manager, Bank One NA, as agent, and the Letter of Credit Banks identified therein, to be dated as of April 1, 2003; and (e) An Event of Default (including the expiration of any cure period) under the Loan Agreement between the Manager and the Port of Greater Cincinnati Development Authority, to be dated as of April 1, 2003. MORIGINAL AGREEMENTS\Project Specific Agmts\NURFCINURFC MA rev 3-17-03.doc 8Section 3. Remedies Upon Default - Termination. Whenever an Event of Default as provided in Section 2(a), (b),(c), (d) and (e) above shall have occurred (and, in the case of Section 2(c) above shall not have been timely cured), the Commission may: (a) terminate this Management Agreement upon no less than thirty days prior written notice; (b) use the funds available under the letter of credit, as provided in Article XV hereof, to pay costs of taxes and assessments pursuant to Section 3 of Article II! hereof, utilities pursuant to Section 4 of Article III hereof, and insurance pursuant to Section 1 of Article XI hereof; or (©) take whatever action at law or in equity may appear necessary or desirable to enforce performance and observance of any obligation, agreement or covenant of the Manager. Section 4, Records Submission. Upon expiration of the term of this Agreement, or upon termination pursuant to this Article VII, a copy of all records in the possession of ‘the Manager pertaining to the management and operation of the Facility and all supplies or other items of property owned by the Commission, the Authority, or the State in the Manager's possession, shall be delivered immediately to the Commission. Upon any such expiration or termination, the Manager's right to receive, collect or demand compensation hereunder shall cease. Section 5. — Terminatior of Credit’ Upon termination of this Management Agreement at its stated expiration date, and provided the Manager is not then in default, the Letter of Credit shall be returned by the Commission to the Manager. ARTICLE VIII COMMISSION'S RIGHT TO DO WORK Section 1. Option To Do Work. Notwithstanding anything herein to the contrary, if, in the sole discretion of the Commission, the Manager neglects its duties under this Agreement or refuses to remedy any defects in its management or operation of the Facility, or if the Manager shall in any manner whatsoever fail to perform its obligations under this Agreement, the Commission after five days’ prior written notice to the Manager may, but shall not be obligated to, make good such deficiencies. The Commission may undertake the alternate performance itself or may contract with any other entity for such performances and may, at its discretion, use funds under the Letter of Credit pursuant to Article XV to pay for the cost of such alternate performance. The Manager shall reimburse the Commission or increase the Letter of Credit amount immediately following receipt of an invoice from the Commission, for any costs the Commission incurs, or pays for from the Letter of Credit in providing such alternate performance, The Commission shall not be required to pay for any action taken pursuant to this Section 1 except from funds from the Letter of Credit, unless otherwise appropriated by the General Assembly for such purpose. MAORIGINAL AGREEMENTS Project Specific Agmts\NURFONURFC MA rev 3-17-03.doe 9In addition, the Commission may take whatever action it deems appropriate in the event of an emergency threatening injury or death to any person or any damage or destruction to the Facility or any property contained therein and the Manager shall reimburse the Commission for any costs incurred by it, Section 2. Provision of Materials. Subject to Article 1, Section 3 hereof, the Commission reserves the right to furnish, at any time, such materials and labor, and to execute such functions, in addition to the duties of the Manager, as the Commission may desire; provided, however, that the Commission shall not unreasonably interfere with the rights of any licensee or other person entitled to use of all or any portion of the Facility and, further provided, that the Commission shall not materially hinder or delay the performance of the Manager. Section 3. Inspection. The Commission reserves the right to enter the Facility and inspect it at all reasonable times for any purpose. ARTICLE IX EMPLOYEES Section 1. Employment. The Manager shall select, employ, pay, supervise, direct and discharge all employees it deems necessary for the management and operation of the Facility, in such numbers, at such wages, and with such benefits as determined by the Manager in its sole judgment. In connection therewith, the Manager (a) shall deduct from 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 unemployment compensation insurance and workers’ compensation insurance (including, when required by law, employer's liability insurance and compulsory non-occupational disability insurance) covering employees in amounts sufficient to comply with all statutory benefits as required by the laws of the State. Section 2. Contracts. The Manager shail have the right and privilege to enter into contracts with, and to utilize the services of, such independent contractors as the Manager deems necessary for the management and operation of the Facility, upon such terms, provisions, and conditions as the Manager deems appropriate in its sole judgment. In accordance with Section 4 of Article 1 hereof, the Manager shall not act on behalf of, or bind, the Commission, the Authority or the State. This Agreement is not intended to grant to the Commission or the State the right to control the employees or ‘employment practices of the Manager. Section 3. Non-Discrimination. During the term of this Agreement, the Manager shall not discriminate in the hiring of employees or in entering into any contracts on the basis of race, creed, color, sex, national origin or ancestry, or sexual orientation. MAORIGINAL AGREEMENTS Project Specific Agmts\NURFCINUREC MA rev 3-17-03.doo 10ARTICLE X LIABILITY AND INDEMNIFICATION Section 1. Indemnification. The Manager shall hold harmless and indemnify the ‘Commission, the Authority, and the State and the Lessor for any and all damages, costs, fees, penalties, and expenses, of any nature whatsoever, incurred by the Commission, the Authority, or the State resulting from any claim of any third party against any of them, including but not limited to the following: (a) any and all claims for damages to property, or personal injuries or death or other liability, arising from the Manager's, or its employees’, agents’, servants’, or contractors’ acts or omissions, whether negligent, reckless, intentional or otherwise, (i) to any person or entity who contracts with the Manager, is invited to or attends any function at the Facility or on the Premises, or visits the Facility or Premises for any purpose whatsoever, (ii) to any person or entity the Manager licenses to use or ‘causes to be licensed to use the Facility or Premises or (il) to any other person or entity injured or damaged at the Facility or on the Premises; (b) any and all claims relating to the Manager's procedures for the selection of the users of the Facility or the Premises; (©) any and all claims arising from the Manager's or any user of the Facilty’s infringement or use of any patents, trademarks, service marks or copyrights relating to any equipment, materials, methods, appliances or otherwise in connection with the management, operation, occupation or use of the Facility in any manner whatsoever, (@) any and all claims arising from any illegality of the content of any presentation by, or the illegality of the use by, any person using the Facility or the Premises; (©) any and all claims for or relating to the Operating Costs of the Facility cor the Premiss (any and all claims of unlawful discrimination by the Manager or its employees, agents, servants, or contractors; and (g)_ any and all claims arising from the failure of the Manager to comply with the provisions of the Internal Revenue Code of 1986, as amended, which adversely affects (i) the validity of the Bonds or (i) the exclusion of the interest on the Bonds from the gross income of the holders of the Bonds for federal income tax purposes. Section 2. Provision Survives. Notwithstanding any other provision of this Agreement to the contrary, the terms of this Article X shall survive the expiration or earlier termination of this Agreement. MAORIGINAL AGREEMENTS'Project Specific Agmts\NURFC\NUREC MA rev 3-17-03.doe nARTICLE XI INSURANCE Section 1. Coverage. Unless otherwise stated, the Manager shall maintain, or cause to be maintained, at no cost or expense to the Commission, the insurance identified in this Article XI, Unless otherwise stated, such insurance shall remain in force at all times from the date hereof through the term of this Agreement, with companies authorized to do business in Ohio with a Best rating of at least A-. ‘The Manager shall provide that each policy names the Commission, the Authority and the State and the Lessor, as additional insureds, as their interests may appear. The Manager shall provide a waiver of subrogation in favor of the Commission, the Authority and the State. Each policy shall require at least 30 days’ prior written notice to the Lessor and the Commission of any proposed modification, non-renewal or cancellation thereof and written notice of any submission of any claim within 15 days thereof. The Manager shall furnish the Commission and the Lessor, with certificates of insurance, evidence of payment of premiums thereon, and any amendments and endorsements to such policies as the Commission may reasonably request from time to time. Any insurance which may be provided by the Commission shall not be contributory, but shall be excess only after the Manager's insurance shall have been exhausted. ‘The Manager warrants that it will comply with all conditions of each policy to assure that each policy is kept in full force and effect and that any and all insurance claims be made on a timely basis as required in the conditions of each of the following policies identified in this Article XI. Section 2. Commercial General Liability Insurance (ISO 1997 or_later ‘occurrence form.) The Manager shall maintain, or cause to be maintained, commercial general liability insurance to pay on behalf of the Manager claims for damages for “bodily injury’, “property damage", and personal injury’ as defined in the insurance policy which may arise out of, result from, or be incurred in connection with the Arts Facility and Premises related thereto, as described in the Base Lease. The insurance should include coverage for “personal injury" the Manager has assumed in any contract or agreement, The minimum coverage amount should be for $1 million per occurrence, $2 million annual aggregate, and $2 million completed operations aggregate with a $15 million umbrella for the Arts Facility and Premises. Section 3, Special Form Property Insurance. The Manager shall maintain, or cause to be maintained, special form property insurance to insure against “Risks of direct physical loss” caused by or resulting from “Special” perils, including earthquake, ‘on or about the Arts Facility or the real property relating thereto belonging to the Lessor ‘or the Commission, in an amount not less than the full replacement cost thereof. MAORIGINAL AGREEMENTS Project Specific Agmts\NURFCWURFC MA rev 3-17-03.doc 2Section 4. Worker's Compensation Insurance, The Manager shall comply with the Worker's Compensation Statute of the State of Ohio by purchasing the required insurance or by being qualified by the Bureau of Worker's Compensation to self-insure this exposure. If self-insured, the Manager will purchase an Excess Compensation policy for no less than $1 million each accident and $1 million each employee for disease. Section 5. Employer's Liability Insurance. The Manager shall maintain, or cause to be maintained, employer's liability insurance to cover "bodily injury” by accident or disease including death at any time resulting from or sustained by any employee of the Manager arising out of and in the course of his/her employment. The limits of insurance are to be $1 milion each employee for “bodily injury” by accident or disease and $1 million “bodily injury” by disease annual aggregate. Section 6. Auto Insurance. The Manager shall maintain or cause to be maintained auto liability coverage, including non-owned or hired, in an amount not less than $1 million. ARTICLE Xi ‘TAX COVENANTS ‘The Manager hereby represents and covenants as set forth in this Article XII. Section 1. Arbitrage. The Manager will not invest or use the proceeds of the Facility Bonds 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 the meaning of Section 148(f) of the Code, necessary for the interest ‘on the Bonds to be and to remain excluded from gross income for federal income tax purposes under the Code. Section 2. Actions Taken. The Manager covenants that it will take, or cause to be taken, all actions that may be required of the Manager for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes and from treatment as an item of tax preference for purposes of the altemative minimum tax imposed on individuals and corporations under the Code, and will not take, or permit to be taken, any actions which would adversely affect such exclusion and such treatment. ARTICLE Xill REPORTS Section 1. Annual Reports. Within six months of December 31 of each year, the ‘Manager shall provide to the Commission (a) a detailed written report, in such form and with such detail as the Commission may reasonably request, of the uses made of the Facility and Premises during the preceding fiscal year; MORIGINAL AGREEMENTS(Project Specific Agmts\NURFONURFC MA rev 3-17-03.doc 3(b) an audited financial report of the Manager and Facility for such fiscal year, based on generally accepted accounting principles and prepared by ‘a certified public accountant licensed to do business in the State; and (©) a certification by an authorized officer of the Manager that the Manager during the preceding fiscal year has taken and caused to be taken all actions that may be required of it for the interest on the Bonds to be and to remain excluded from gross income for federal income tax purposes under the Code and not to become an item of tax preference directly subject to the alternative minimum tax imposed by Section 55 of the Code. Section 2. Recordkeeping. The Manager shall maintain current and accurate records and accounts of all transactions pertaining to the management of the Facility and the Premises, such records and accounts to be maintained on an accrual basis in accordance with generally accepted accounting principles consistently applied. The Manager shall retain all canceled checks, employment records, and records of disbursements with respect to the management of the Facility and the Premises for a minimum of seven (7) years. The Commission shall have the right to inspect, copy, at its own expense, and audit all such records, accounts and checks during all business hours. The Commission shall have the right, at the time of inspection or audit, to take temporary possession of all such records and accounts, including but not limited to, canceled checks and all records relating to the compensation of the Manager, its officers, employees, agents, and servants. Section 3. Emergency Procedure Manual. Prior to the opening of the Facility to the general public, and no less than once every three (3) years thereafter, the Manager shall prepare and submit to the Commission for its approval an emergency procedures manual for use by the Managers officers, employees, agents and servants in times of emergencies. Such manual shall include, among other things, a designation of the person or persons who shall be in charge of the Facility and the Premises and the procedures to be followed under various listed emergencies identified by the ‘Commission. If the Commission does not approve the emergency procedures manual, the Manager and the Commission shall collaborate in the preparation of a new manual. Section 4, Additional Reviews. Pursuant to O.R.C. Section 3383.03(C), the Commission may, upon reasonable request from time to time, conduct reviews or inspections of the Facility and the Premises to determine whether the uses made thereof are consistent with the Commission's purposes, including the presentation of arts to the public. Section 5. Inquiries, The Manager shall promptly respond to inquiries, complaints and requests from the Commission, the Authority or the State relating to the ‘management of the Facility and the Premises. MAORIGINAL AGREEMENTS'Project Specific Agmts\NURFCNUREC MA tev 3-17-03.doo 4ARTICLE XIV ASSIGNMENT. This Agreement and any rights, duties or obligations described in this Agreement shall not be assigned by the Manager without the prior written consent of the ‘Commission and the Authority. ARTICLE XV LETTER OF CREDIT Section 1. Lotter of Credit. The Manager will provide a letter of credit, in a form approved by the Commission and substantially similar to Exhibit C, attached hereto and made a part hereof. The Letter of Credit shall be in an amount equal to the estimated costs of six months of (a) taxes and assessments required pursuant to Section 3 of Article Ill, hereof, (b) utilities required pursuant to Section 4 of Article Ill hereof, and (c) insurance required pursuant to Section 1 of Article X| hereof. Funds may be drawn on the Letter of Credit by the Commission to pay (a) costs incurred in providing alternate performance of the Manager's obligations, as described in Section 1 of Article Vill hereof, or (b) costs of taxes, assessments, utilities or insurance incurred upon termination of this Management Agreement, except in accordance with its stated expiration date. Costs of the Letter of Credit shall be paid solely by the Manager. Every three years, the Manager and the Commission shall determine if the ‘amount of the Letter of Credit is equal to or greater than the costs described in clauses {@), (0), and (c) above. If the amount of the Letter of Credit is less than such costs, the Manager shail increase the amount of the Letter of Credit by the deficiency and notify the Commission thereof. ARTICLE XVI RECOGNITIONINOTICES Section 1. Recognition. The Manager shall provide, or cause to be provided, an appropriate display or recognition of the Commission's participation in the Arts Project in any dedication or opening ceremonies, on any permanent plaque identifying donors for the Arts Project and on any construction signage in connection therewith. Such display or recognition shall be approved in advance by the Executive Director of the ‘Commission in her sole discretion. Section 2. Notices, Demands. All notices, demands, requests, consents, approvals and other communications required or permitted to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been properly given if (a) hand delivered, or (b) sent by U.S. registered or certified mall postage prepaid or (c) sent by fax or email with written confirmation sent by the U.S. registered or certified mail postage prepaid. MAORIGINAL AGREEMENTS Project Specific AgmisINURFCNURFC MA rev 3-17-03.doc. 15(a) with respect to the Commission: Ohio Arts and Sports Facilities Commission 20 €. Broad Street, Suite 200 Columbus, Ohio 43215-3416 Attention: Executive Director Fax: 614-752-2775 E-mail: kfox@oasfc.state.oh.us with additional copies sent to: Atlorney General, State of Ohio 30 E. Broad Street 17th Floor Columbus, Ohio 43215 Attention: Business Counsel Section Fax: 614-728-9470 E-mail: trocco@ag.state.oh.us (b) with respect to the Manager: (prior to April 1, 2004) National Underground Railroad Freedom Center, Inc. 312 Elm Street, Suite 1250 Cincinnati, Ohio 45202 Attn: Chief Financial Officer E-mail: gbockelman@nurfc.org Fax: 513-241-1202 with respect to the Manager: (on or after April 1, 2004) National Underground Railroad Freedom Center, Inc. 50 E. Freedom Way Cincinnati, Ohio 45202 Attn: Chief Financial Officer E-mail: gbockelman@nurfc.org Fax: 513-241-1202 (c) with respect to the Authority: Ohio Building Authority 30 E. Broad Street, 40th Floor Columbus, Ohio 43266-0412 Attention: Executive Director Fax: 614-644-6478 E-mail: fenlon@oba.state.ch.us The parties designated above shall each have the right from time to time to specify as their respective address for purposes of this Agreement any other address upon the giving of fifteen days’ prior written notice thereof, as provided herein, to the other parties listed above. ORIGINAL AGREEMENTS(Project Specific Agmis\NURECINURFC MA rey 3-17-03.doe 16ARTICLE XVII INTERPRETATIVE PROVISIONS Section 1. Separability. Each provision hereof shall be separate and independent and the breach of any provision by any party hereto shall not discharge or relieve the other party from its obligations to perform each and every covenant to be performed by it hereunder. If any provisions hereof (or the application thereof to any person, firm or corporation or to any circumstances) shall be deemed invalid or unenforceable by any court of competent jurisdiction, the remaining provisions of this ‘Agreement (or the application of such invalid provision to such persons, firms or corporations or circumstances other than those as to which it is invalid or unenforceable), shall not be affected thereby, and said provisions hereof shall be valid and enforceable to the fullest extent permitted by law. Section 2, Rights Cumulative. All rights and remedies of the parties hereto shall be cumulative and, except as specifically contemplated otherwise by this Agreement, none shall exclude any other right or remedy allowed at law or in equity, and said rights ‘or remedies may be exercised or enforced concurrently. Section 3, Waiver. The waiver by any party hereto of, or the failure of such party to take action with respect to, any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition herein contained, or subsequent breach 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 Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Commission and the Manager to the same extent as if each such successor and assign were named as a party to this Agreement. This Agreement may not be changed or discharged except by a writing signed by the parties hereto. Section 5. Execution in Counterparts. This Agreement may be executed in ‘several counterparts, each of which shall be an original and alll of which shall constitute but one and the same instrument. Section 6. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Ohio, and any action or proceeding arising from this Agreement shall be commenced in a court of competent jurisdiction located in Franklin County, Ohio. Section 7. Conflicts with Base Lease. This Agreement is made subject in all regards to the terms and provisions of the Base Lease, a copy of which has been provided to the Manager. The Manager expressly acknowledges that it has reviewed the Base Lease with its own legal counsel and shall take no action, or omit to take any action, required under this Agreement which would constitute a default by the ‘Commission under the terms of the Base Lease. The Manager acknowledges that in the event of a conflict of a provision between the Base Lease and this Agreement, the Base Lease shall control, MAORIGINAL AGREEMENTS 'Project Specific Agmts\NURFCWURFC MA rey 3-17-03.doe 1"Section 8. Captions. The captions of this Agreement are for convenience only and are not to be construed as part of this Agreement and shall not be construed as defining or limiting in any way the scope or intent of any provisions hereof. Section 9. Time, Time is of the essence in this Agreement and all provisions herein relating thereto shall be strictly construed. IN WITNESS WHEREOF, the Commission and the Manager have caused this ‘Agreement to be executed by their duly authorized representatives as of the day and year first above written. Signed and acknowledged in the National Underground Railroad Fre presence of: Signed and acknowledged in the State of Ohig/ acting by and thyough the presence of: ‘Ohio Arts afd Sports Facijtigé Commission (Gilbalabiede signature. Drofhlaablinble Print Name Signature Dishew Boggs MAORIGINAL AGREEMENTS 'Project Specific Agmts\NURFCINURFC MA rev 3-17-03.doc 18APPROVED AS TO FORM ONLY: JAMES PETRO Attorney General, State of Ohio By: — Toni Rocco Assistant Attorney General MAORIGINAL AGREEMENIS\Project Specific Agmts\NURECINURFC MA rev 3-17-03.doe 19EXHIBIT A TOTAL COST, LOCAL SHARE, STATE SHARE Construction $ 61,214,000.00 Furniture, Fixtures & Equipment $ _3,236,000,00 Exhibits $ 15,200,000,00 Public Art $ 500,000.00 Professional Fees $S _7,860,000.00 ‘Ad Couneil/Advertising $ 2/869,000.00 Other (insurance, financing fees) $ _8,157,000.00 Operating Expenses $ 12,079,000.00 Operating Endowment $_2,000,000.00 Total Cost: ‘$112,915,000.00 Local Share: $104,355,000.00 State Share: $ 8,560,000.00 (includes $60,000 Dept. of Development) MAORIGINAL AGREEMENTS Project Specific AgmtsiNURFCINURFC MA rev 3-17-03.doe 20EXHIBIT B NATURE AND AMOUNT OF LOCAL SHARE, Private $ 62,900,000.00 City Government $ _6,000,000.00 Federal Government $ 29,000,000.00 Minimum Eamings on Bond Financing ‘$_6,455,000.00 Total Local Share $104,355,000.00 MAORIGINAL AGREEMENTS\Project Specific AgmtsINURECINURFC MA rev 3-17-03.d0e 2uExhibit Form of Letter of Credit MAORIGINAL AGREEMENTS Project Specific Agmts\NURFC\NUREC MA tev 3-17-03.doe 2LETTER OF CREDIT Irrevocable Letter of Credit No, Dated as of _,20__ Ohio Arts Facilities Commission 20 E, Broad Street, Suite 200 Columbus, Ohio 43215-3416 Attention: Executive Director Ladies and Gentlemen: (sometimes hereinafter referred to as the "Bank") hereby establishes in your favor for the account of the NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC., an Ohio nonprofit corporation ("Freedom Center"), its Irrevocable Letter of Credit No. (this "Letter of Credit") in a maximum amount of up to 8. (as more fully described below) effective immediately and expiring at 5:00 P.M., Cincinnati, Ohio, time, on + 20__ (the "Expiration Date"), unless terminated earlier in accordance with the provisions hereof or unless extended by us. This Letter of Credit is being issued in connection with Article XV of that certain Management Agreement (the "Management Agreement") between the Freedom Center and you dated as of March 25, 2003, pursuant to which the Freedom Center has agreed to pay certain amounts set forth in such Article XV. This Letter of Credit secures payment of such amounts. All terms used herein with initial capitalization in instances not required by rules of grammar or syntax, but not defined herein, shall have the meanings ascribed thereto by the Management Agreement. As used in this Letter of Credit, the term "business day” shall mean any day of the year, other than a Saturday or Sunday, or a day on which banks located in Cincinnati, Ohio are required or authorized by law to be closed or a day on which The New York Stock Exchange is closed. You are hereby irrevocably authorized to draw on us, for the account of the Freedom Center, in accordance with the terms and conditions hereof an aggregate amount not exceeding Dollars (S. ) (the "Stated Amount") for the purpose ‘of paying you any sum that Article XV of the Management Agreement requires the Freedom Center to pay that is due and that the Freedom Center has failed to pay. Funds under this Letter of Credit are only available to you against your sight draft or drafts drawn on us, substantially in the form of Exhibit I hereto, stating on their face; "Drawn under Letter of Credit “teNo. and upon your presenting to us a written certificate in the form of Exhibit 2 attached hereto and incorporated herein. Presentation of any such draft and certificate shall be made on a business day at our office located at other place that may be designated by us by your drafts drawn hereunder at such office, all in strit conformity withthe tems and conditions of this Letter of Credit, on or prior to the termination hereof, we will honor the same and make payment hereunder. Ifa draft and certificate are presented to us as aforesaid by 11:00 A.M., Cincinnati, Ohio, time, payment will be made, in immediately available funds, on or before the next business day following presentment. If requested by you, payment may be made by deposit of such funds into 1 designated bank account that you maintain. Ifa demand for payment made by you hereunder in our determination does not, in any instance, conform to the terms and conditions of this Letter of Credit, we shall give you prompt notice that the purported demand for payment was not effected in accordance with the terms and conditions of this Letter of Credit, stating the reasons therefor and that we are holding any documents at your disposal or are returning the same to you, as we may elect. Upon being notified that the purported demand for payment was not effected in accordance with this Letter of Credit, you ‘may attempt to correct any such nonconforming demand for payment if, and to the extent that, you are entitled (without regard to the provisions of this sentence) and able to do so. Only you may make 2 drawing under this Letter of Credit. Upon the payment to you of the amount specified in a draft drawn hereunder, we will be fully discharged of our obligation under this Letter of Credit with respect to such draft and shall not thereafter be obligated to make any further payments under this Letter of Credit in respect to such draft to you. By paying to you an amount demanded in such draft we make no representation as to the correctness of the amount demanded in such dra. Upon the earliest of (i) the making by you of the final drawing available to be made hereunder; and (ii) the Expiration Date, this Letter of Credit shall automatically terminate and be delivered to us for cancellation. This Letier of Credit is subject to the "Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500 (1993 Revision)" (the "Uniform Customs") in effect on the date of issuance or as may be revised from time to time thereafter. This Letter of Credit shall be deemed to be made under the laws of the State of Ohio, and shall, as to matters not governed by the Uniform Customs, be governed by and construed in accordance with the laws of the State of Obio except to the extent that such laws would direct the application of the law of a different state.Communications with respect to this Letter of Credit shall be in writing and shall be addressed to us at specifically referring to the number of this Letter of Credit. This Letter of Credit sets forth in full our undertaking and shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein (including, without limitation, the Management Agreement), except only the certificate and the draft referred to herein. Any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such certificate and such draft. Very truly yours, By: Names, Its: By: ‘Name: Its:EXHIBIT 1 SIGHT DRAFT +200 FOR VALUE RECEIVED Pay on Demand to the order of: US. Dollars (US. See Charge to account of. Drawn under, Letter of Credit No. To: ‘The sum drawn does not exceed the difference between (1) the maximum aggregate amount to be drawn under the Letter of Credit, less (El) the aggregate amount of all previous drawings made under the Letter of Credit. OHIO ARTS AND SPORTS FACILITIES COMMMISSION By: Name:, Title:CERTIFICATE FOR DRAWING (PRINCIPAL UPON MATURITY, PREPAYMENT, ACCELERATION, REDEMPTION OR OTHERWISE) ‘The undersigned, a duly authorized representative of the Ohio Arts and Sports Facilities ‘Commission (the "Commission"), hereby certifies to, (the "Bank"),with reference to Inevocable Letter of Credit No. (the "Letter of Credit," the terms with initial capital letters defined therein and not defined herein being used as therein defined) issued by the Bank in favor of the Commission that: (J) the Commission is entitled to payment of the amount of S from the National Underground Railroad Freedom Center, Inc. (the “Freedom Center”) under that Article XV of certain Management Agreement (the “Management Agreement”) between the Commission and the Freedom Center dated as of March __, 2003, because the Freedom Center has failed to pay an amount that such Article XV requires it to pay and the payment of such amount is past due; (2) This isa {partial} [final] drawing; and (3) The amount of the draft accompanying this Certificate was computed in accordance with the terms and provisions of the Management Agreement.IN WITNESS WHEREOF, a duly authorized representative of the Commission has executed and delivered this certificate as of the __ day of OHIO ARTS AND SPORTS FACILITIES COMMISSION By: Name: Title: