2022-11-15T17:07:17-06:00 2021-12-31 366055558 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2021-01-01 200446324 CINCINNATI CENTER CITY DEVELOPMENT CORP CINC 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 TIMOTHY SZILASI SR. VP & CFO 5136214400 2022-11-15 1 TIMOTHY SZILASI 999009999 BRIDGET T ROCHE P00666837 3128560200 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z TIMOTHY SZILASI 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 48330901 0 X WWW.3CDC.ORG X 2004 OH TO STRENGTHEN THE CORE ASSETS OF DOWNTOWN CINCINNATI, CREATE GREAT CIVIC SPACES, (SEE SCHEDULE O) HIGH-DENSITY/MIXED-USE DEVELOPMENTS, AND PRESERVE HISTORIC STRUCTURES. 29 28 345 100 21000 0 4733139 9667683 63858163 34181155 -26005873 3795128 818509 616132 43403938 48260098 29845 32704 0 0 7709691 7993454 0 0 200437 69754137 41942910 77493673 49969068 -34089735 -1708970 365563062 391517750 376213842 404961100 -10650780 -13443350 X SEE SCHEDULE O 0 0 26263308 32384 20166881 OVER-THE-RHINE: 3CDC CONTINUED ITS SUMMER PROGRAMMING AT WASHINGTON PARK IN 2021, HIGHLIGHTED BY THE INCREASED POPULARITY OF THE DECK IN ITS FIFTH YEAR OF OPERATION. THE ORGANIZATION HOSTED MORE THAN 250 EVENTS AT THE PARK, DRAWING APPROXIMATELY 5 MILLION PEOPLE TO OTR. 2021 SAW BOTH FREE AND TICKETED EVENTS AT MEMORIAL HALL. ZIEGLER PARK AND POOL CONTINUED TO GROW IN POPULARITY AND UTILIZATION WITH MORE THAN 25,000 SWIMMERS, INCLUDING FREE SWIM LESSONS TO OVER 500 INDIVIDUALS. THE NEW IMAGINATION ALLEY CIVIC SPACE WAS OPENED TO THE PULIC WITH PLANS TO HOLD NEIGHBORHOOD EVENTS, SUCH AS, GRILL OUTS AND MOVIE NIGHTS. THE ORGANIZATION ALSO FINISHED CONSTRUCTION ON ITS NEXT PHASE OF AN AFFORDABLE HOUSING INITIATIVE, PERSERVERANCE PROJECT AND IS EXPECTING ALL PHASES OF THE WILLKOMMEN PROJECT TO BE (SEE SCHEDULE O) COMPLETED IN THE SUMMER OF 2022, WHICH COMBINED WILL PRODUCE 104 AFFORDABLE HOUSING UNITS AND 20,000 SQUARE FEET OF NEW COMMERCIAL SPACE. 18232336 320 14014274 FOUNTAIN SQUARE DISTRICT/CENTRAL BUSINESS DISTRICT: IN 2021, 3CDC HOSTED OVER 300 EVENTS AT FOUNTAIN SQUARE, WELCOMING OVER 7 MILLION VISITORS TO DOWNTOWN CINCINNATI. THE NEW COURT STREET PLAZA CIVIC SPACE WAS OPENED TO THE PUBLIC WITH MONTHLY EVENTS, SUCH AS, OPEN AIR MARKETS, FOOD FESTIVALS AND CAR SHOWS. CONSTRUCTION BEGAN ON THE NEXT PHASE OF COURT STREET MIXED-USE DEVELOPMENT, WHICH WILL CREATE 14 CONDO UNITS AND 4,400 SQUARE FEET OF COMMERICAL SPACE. THIS PROJECT CONTINUES THE STEPS TOWARD STRENGTHENING THE CONNECTION BETWEEN THE CENTRAL BUSINESS DISTRICT AND OVER-THE-RHINE. A KEY INITIAL STEP WAS MADE IN THE REVITALIZATION OF THE CONVENTION CENTER DISTRICT THROUGH THE ON GOING CONTRUCTION OF THE FOUNDRY. THIS PROJECT WILL CREATE A STRONGER CONNECTION FROM FOUNTAIN SQUARE TO THE CONVENTION (SEE SCHEDULE O) CENTER DISTRICT, WILL ADD OVER 700 JOBS TO THE AREA AND COMPLEMENT PRIOR PROJECTS IN THIS AREA OF DOWNTOWN 84.51 HEADQUARTERS AND THE RECENTLY COMPLETED 4TH & RACE. 44495644 1 1 0 0 0 0 0 0 1 0 1 0 1 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 0 1 486 0 1 345 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 29 28 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 X TIMOTHY SZILASI 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 STEPHEN G LEEPER PRESIDENT & CEO 45.00 5.00 X X 508113 0 74898 CAROLYN TASTAD CHAIR 1.00 1.00 X X 0 0 0 RALPH S MICHAEL III VICE CHAIR 1.00 0.00 X X 0 0 0 JOSEPH A PICHLER VICE CHAIR 1.00 0.00 X X 0 0 0 JOHN F BARRETT BOARD MEMBER 1.00 0.00 X 0 0 0 PATTY BASTI BOARD MEMBER 1.00 0.00 X 0 0 0 NEIL K BORTZ BOARD MEMBER 1.00 0.00 X 0 0 0 ARCHIE BROWN BOARD MEMBER 1.00 0.00 X 0 0 0 CALVIN D BUFORD BOARD MEMBER (THRU 12/31/2021) 1.00 0.00 X 0 0 0 ROBERT H CASTELLINI BOARD MEMBER 1.00 0.00 X 0 0 0 MICHAEL FISHER BOARD MEMBER (THRU 12/31/2021) 1.00 0.00 X 0 0 0 LEIGH FOX BOARD MEMBER 1.00 0.00 X 0 0 0 S KAY GEIGER BOARD MEMBER 1.00 0.00 X 0 0 0 CHRIS HABEL BOARD MEMBER 1.00 0.00 X 0 0 0 BRIAN HODGETT BOARD MEMBER 1.00 0.00 X 0 0 0 KEVIN JONES BOARD MEMBER 1.00 0.00 X 0 0 0 ELLEN M KATZ BOARD MEMBER 1.00 0.00 X 0 0 0 GARY LINDGREN BOARD MEMBER 1.00 0.00 X 0 0 0 TIMOTHY MALONEY BOARD MEMBER (THRU 12/31/2021) 1.00 0.00 X 0 0 0 RODNEY MCMULLEN BOARD MEMBER 1.00 0.00 X 0 0 0 JOHN C MERCHANT BOARD MEMBER 1.00 0.00 X 0 0 0 JILL MEYER BOARD MEMBER 1.00 0.00 X 0 0 0 TODD SCHNEIDER BOARD MEMBER (AS OF 11/4/21) 1.00 0.00 X 0 0 0 AMY SPILLER BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES SOWAR BOARD MEMBER 1.00 0.00 X 0 0 0 THOMAS L WILLIAMS BOARD MEMBER 1.00 0.00 X 0 0 0 JEREMY VAUGHN BOARD MEMBER (AS OF 7/21/21) 1.00 0.00 X 0 0 0 SHANE WRIGHT BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES M ZIMMERMAN BOARD MEMBER 1.00 0.00 X 0 0 0 ADAM GELTER EVP, DEVELOPMENT 45.00 5.00 X 296078 0 49850 TIMOTHY SZILASI SECY., TREAS., SR. VP & CFO 45.00 5.00 X 245747 0 39631 CHRISTY VISSMAN VP EVENTS 50.00 0.00 X 162459 0 38242 LANN FIELD VP DEVELOPMENT 45.00 5.00 X 166966 0 20435 DEANA TAYLOR VP HUMAN RESOURCES 50.00 0.00 X 123860 0 13647 DAVID VISSMAN VP OPERATIONS 50.00 0.00 X 118353 0 9551 MICHAEL DUMBAULD FINANCE DIRECTOR 50.00 0.00 X 108996 0 11368 1730572 0 257622 8 0 1 0 MESSER CONSTRUCTION CO 643 W COURT STREET CINCINNATI OH 45202 CONSTRUCTION 12488656 HGC CONSTRUCTION CO 2814 STANTON AVE CINCINNATI OH 45206 CONSTRUCTION 3963198 URBAN SITES CONSTRUCTION LLC 1209 SYCAMORE STREET CINCINNATI OH 45202 CONSTRUCTION 3698806 MODEL CONSTRUCTION 2170 GILBERT AVE SUITE 300 CINCINNATI OH 45602 CONSTRUCTION 2863490 8K CONSTRUCTION COMPANY LLC 57 E MCMICKEN AVE CINCINNATI OH 45202 CONSTRUCTION 2489518 35 5660451 4007232 9667683 CONDOMINIUM SALES 531390 7714400 7714400 LEASE INCOME 532000 6690031 6690031 MANAGEMENT FEE INCOME 541610 6338778 6338778 PARKING INCOME 812930 4359758 4359758 SVC CONCESSION CNTRCT 541610 3834979 3834979 5243209 5243209 34181155 1227293 1227293 2638638 70803 2567835 2567835 2567835 MISCELLANEOUS REVENUE 900099 258042 258042 REIMB FROM TENANTS/VEN 900099 219710 219710 DEBT FORGIVENESS 900099 16629 16629 121751 21000 100751 616132 48260098 34181155 21000 4390260 32704 32704 1349010 647525 701485 4737539 2189673 2347429 200437 1145109 549652 595457 761796 365662 396134 396868 396868 444508 344278 100230 251993 18119 233874 433598 433598 524886 502876 22010 1260661 1152148 108513 355858 355858 8212130 8184004 28126 72650 51861 20789 11068803 10940604 128199 4876162 4858239 17923 771201 572728 198473 REAL ESTATE DEV CONST 9005116 9005116 SAFE & CLEAN PROGRAM 2077729 2077729 EVENT & PRGM PLANNING 1900457 1900457 PROFESSIONAL MEMBERSHIP 5947 3200 2747 284343 268603 15740 49969068 44495644 5272987 200437 32244515 31211772 1358970 1553127 1250369 1771086 26204883 22604883 2362044 4378382 554761 7508144 179059627 33061014 121175832 145998613 20056427 19816365 160355261 156675378 365563062 391517750 9950561 14658695 25263546 24569384 132237777 154586404 203754127 203298134 5007831 7848483 376213842 404961100 X -12332955 -13443350 1682175 0 -10650780 -13443350 365563062 391517750 X -1708970 -3076911 450000 1543311 X 0 1 X 1 0 X 4596762 2744551 4560428 4733139 9667683 26302563 4596762 2744551 4560428 4733139 9667683 26302563 1887157 24415406 607594 566089 1149762 868843 1227293 4419581 325553 590501 2403769 786759 616132 4722714 35444858 213602050 0.68880 0.74670 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: DEBT FORGIVENESS - 2017 AMOUNT: $ 0. 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 1,999,970. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 16,629. INSURANCE PROCEEDS - 2017 AMOUNT: $ 26,416. 2018 AMOUNT: $ 40,872. 2019 AMOUNT: $ 22,628. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 118,513. REIMB FROM TENANTS/VENDORS - 2017 AMOUNT: $ 106,955. 2018 AMOUNT: $ 48,273. 2019 AMOUNT: $ 101,562. 2020 AMOUNT: $ 77,281. 2021 AMOUNT: $ 219,710. PROJECT REIMBURSEMENT - 2017 AMOUNT: $ 103,440. 2018 AMOUNT: $ 179,701. 2019 AMOUNT: $ 58,243. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. REAL ESTATE TAXES - 2017 AMOUNT: $ 30,295. 2018 AMOUNT: $ 71,434. 2019 AMOUNT: $ 193,045. 2020 AMOUNT: $ 86,711. 2021 AMOUNT: $ 0. MISCELLANEOUS REVENUE - 2017 AMOUNT: $ 35,071. 2018 AMOUNT: $ 237,044. 2019 AMOUNT: $ 15,615. 2020 AMOUNT: $ 620,027. 2021 AMOUNT: $ 258,042. VENDING REVENUE - 2017 AMOUNT: $ 23,376. 2018 AMOUNT: $ 13,177. 2019 AMOUNT: $ 12,706. 2020 AMOUNT: $ 2,740. 2021 AMOUNT: $ 3,238. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 12106701 12106701 84807719 21329606 63478113 11568587 2909565 8659022 26880552 6760611 20119941 43696068 2061232 41634836 145998613 INVESTMENT IN SUBSIDIARIES 19277551 F REAL ESTATE HELD FOR INVEST. 538814 F 19816365 CONTRACT ASSET 155313651 DEFERRED RENT REVENUE 921483 LEASE ISSUANCE COSTS, NET 221143 ORIGINATION COSTS 195866 OTHER ASSET 23235 156675378 CAPITAL LEASE OBLIGATIONS 4641139 DERIVATIVE INSTRUMENT LIABILITY 1506149 UNEARNED REVENUE 1305965 SECURITY DEPOSITS HELD 278943 OTHER LIABILITIES 116287 7848483 X PART X, LINE 2: UNCERTAIN TAX POSITIONS 3CDC AND OTR HOLDINGS, INC (OTR), A WHOLLY OWNED SUBSIDIARY, ARE EXEMPT FROM FEDERAL INCOME TAX UNDER THE APPLICABLE INTERNAL REVENUE CODE (THE CODE) SECTION, THOUGH IT IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE CODE. 3CDC AND OTR ARE, LIKEWISE, EXEMPT FROM OHIO INCOME TAX UNDER COMPARABLE STATE STATUTES. 3CDC DERIVES REVENUES FROM AN UNRELATED TRADE OR BUSINESS AND FILES A FEDERAL FORM 990-T AND A CINCINNATI BUSINESS TAX RETURN TO PAY ITS ASSOCIATED TAX LIABILITIES. 3CDC IS CURRENTLY OPERATING AT A LOSS, THEREFORE THE CALCULATED INCOME TAX PROVISION IS IMMATERIAL AND NO PROVISION IS RECORDED IN THE FINANCIAL STATEMENTS. 3CDC HAS CREATED NUMEROUS SINGLE MEMBER LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION WHICH ARE DISREGARDED FOR FEDERAL TAX PURPOSES. 3CDC IS THE SOLE MEMBER, THEREFORE, THE TRANSACTIONS OF THESE ENTITIES ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON 3CDC'S TAX RETURN. OTR HAS CREATED A SINGLE MEMBER LIMITED LIABILITY COMPANY TO CARRY OUT ITS MISSION. THAT ENTITY IS DISREGARDED FOR FEDERAL TAX PURPOSES. OTR IS THE SOLE MEMBER, THEREFORE, THE TRANSACTIONS OF THE ENTITY ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON OTR'S TAX RETURN. VARIOUS LIMITED LIABILITY COMPANIES HAVE BEEN CREATED AS PART OF NEW MARKETS TAX CREDIT (NMTC) FINANCING STRUCTURES AND ARE PARTNERSHIPS FOR FEDERAL TAX PURPOSES WHERE 3CDC IS THE MAJORITY MEMBER AND RELATED AND UNRELATED PARTIES ARE THE NON-CONTROLLING MEMBERS. AS PART OF VARIOUS HISTORIC TAX CREDIT (HTC) FINANCING STRUCTURES, ANOTHER WHOLLY OWNED SUBSIDIARY (HTC MANAGER) IS A NOT-FOR-PROFIT ORGANIZATION CREATED AS THE MANAGING MEMBER OF SEVERAL PARTIALLY OWNED ENTITIES (INDIVIDUALLY AND COLLECTIVELY, HTC MT) WHICH OWN A LEASEHOLD INTEREST IN DEPRECIABLE, TANGIBLE PROPERTY AND THAT HAVE AT LEAST ONE MEMBER THAT IS NOT A TAX-EXEMPT ENTITY. THE ORGANIZATION ELECTED NOT TO BE TREATED AS A TAX-EXEMPT ENTITY FOR PURPOSES OF SECTIONS 168(H)(5) AND (6) OF THE CODE. BY THIS ELECTION, ANY GAIN RECOGNIZED BY THE DISPOSITION OF AN INTEREST IN THE HTC MANAGER OR ANY DIVIDENDS PAID TO 3CDC SHALL BE TREATED AS UNRELATED BUSINESS TAXABLE INCOME UNDER SECTION 511 OF THE CODE. 3CDC DID NOT DISPOSE OF ANY INTEREST IN THE HTC MANAGER AND NO DIVIDENDS WERE PAID TO 3CDC IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2021 AND 2020. HTC MANAGER HAS CREATED VARIOUS LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION. 3CDC AND OTR FOLLOW GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. 3CDC AND OTR HAVE PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED INCOME; TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. 3CDC HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2021 AND 2020. 1 OVER-THE-RHINE CHAMBER OF COMMERCE 1307 WALNUT STREET CINCINNATI OH 45202 311300658 501(C)(6) 7500 0 GENERAL SUPPORT 1 PART I, LINE 2: PROCESS FOR MONITORING THE USE OF GRANT FUNDS IN THE U.S. 3CDC'S BOARD APPROVES THE ANNUAL BUDGET EACH YEAR, FOR WHICH AN ALLOCATION OF FUNDS IS SET ASIDE FOR CONTRIBUTIONS AND DONATIONS TO VARIOUS ORGANIZATIONS. 3CDC ALSO HAS AN INTERNAL COMMITTEE, MADE UP OF MANAGERS AND SENIOR MANAGERS, THAT REVIEWS AND APPROVES OR DENIES EACH INDIVIUDAL CONTRIBUTION REQUEST. X X X X 0 1 0 0 0 0 0 1 0 STEPHEN G LEEPER PRESIDENT & CEO 400502 0 101959 0 5652 0 47450 0 27448 0 583011 0 0 0 ADAM GELTER EVP, DEVELOPMENT 260325 0 27295 0 8458 0 31647 0 18203 0 345928 0 0 0 TIMOTHY SZILASI SECY., TREAS., SR. VP & CFO 223033 0 22660 0 54 0 29330 0 10301 0 285378 0 0 0 CHRISTY VISSMAN VP EVENTS 114648 0 15141 0 32670 0 25570 0 12672 0 200701 0 0 0 LANN FIELD VP DEVELOPMENT 151906 0 15000 0 60 0 7480 0 12955 0 187401 0 0 0 PART I, LINE 4B: NON-QUALIFIED RETIREMENT PLAN THE FOLLOWING INDIVIDUALS PARTICIPATE IN A 457(F) NON-QUALIFIED RETIREMENT PLAN. CONTRIBUTIONS MADE TO THE PLAN ARE INCLUDED ON SCHEDULE J, PART II, COLUMN C AS FOLLOWS: STEPHEN G. LEEPER - $33,200 ADAM GELTER - $18,000 TIMOTHY SZILASI - $18,000 CHRISTY VISSMAN - $18,000 PART I, LINE 7: NON-FIXED PAYMENTS ALL EMPLOYEES OF 3CDC ARE ELIGIBLE FOR A 10% BONUS DEPENDING ON PERFORMANCE METRICS. THE PRESIDENT & CEO'S CONTRACT PERMITS A BONUS OF UP TO 25% OF BASE SALARY. BONUSES WERE REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND GOVERNANCE SUBCOMMITTEE AND DOCUMENTED IN THE BOARD MEETING MINUTES. A PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2014-09-03 21535907 FACILITY IMPROV. & REFUND 12/28/11 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2018-10-19 26730000 FACILITY CONSTRUCTION 0 0 0 C PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2019-12-21 59555000 REFUNDING 6/20/2013, 6/20/2018 & 6/19/2019 0 0 0 D PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2020-07-16 13440000 REFUNDING OF AFFILIATE DEBT 0 0 0 A 4726686 21535907 21535907 2014 1 0 1 1 B 26730000 900000 25830000 2020 0 0 1 1 C 50000 59555000 2046503 681175 56827322 2019 1 0 1 1 D 160000 13440000 1081300 268800 12089900 2020 0 0 1 1 A 0 0 1 1 0 1 0 0 B 0 0 0 0 1 0 0 C 0 0 1 1 0 1 0 0 D 0 0 1 1 0 1 0 0 A 0 0 0 1 0 1 PNC 3.100000000000 1 0 0 0 0 B 0 1 0 0 1 0 0 0 0 C 0 1 0 0 1 0 0 0 0 D 0 1 0 0 1 0 0 0 0 A 0 B 0 C 0 D 0 PART I, COLUMN E, LINES C AND D AND CONTINUATION SHEET, COLUMN E, LINE B AND PART II, LINE 3, COLUMNS C AND D AND CONTINUATION SHEET, LINE 3, COLUMN B ISSUE PRICE AND PROCEEDS TOTAL ISSUE PRICE IN PART I, COLUMN E, LINES C AND D AND CONTINUATION SHEET, COLUMN E, LINE B DOES NOT MATCH THE ISSUE PRICE LISTED ON THE FILED FORM 8038 AND TOTAL PROCEEDS FROM ISSUE IN PART II, LINE 3, COLUMNS C AND D AND CONTINUATION SHEET, LINE 3, COLUMN B DUE TO A DISCOUNT AT TIME OF ISSUE. SCHEDULE K, PART IV, COLUMN A, LINE 2C REBATE COMPUTATION DATE REBATE COMPUTATION PERFORMED 12/07/2016. SCHEDULE K, PART IV, COLUMN B, LINE 2C REBATE COMPUTATION DATE TWO SEPARATE BONDS ISSUED 12/28/2011 & THEN CONSOLIDATED & REFUNDED ON 9/3/2014. REBATE COMPUTATIONS WERE PERFORMED FOR ONE BOND ON 5/28/2020 AND THE OTHER 6/1/2020. A PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2021-09-21 7444000 REFUND DEBT 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2017-12-29 10400000 FACILITY CONSTRUCTION 0 0 0 A 7444000 147489 7296511 2021 1 0 1 1 B 189601 10400000 367699 50001 9982300 0 0 1 1 A 0 0 1 1 0 1 0 0 B 0 0 1 1 0 1 0 0 A 0 1 0 0 1 0 0 0 0 B 0 1 0 0 1 0 PNC & FIFTH THIRD 3.000000000000 1 0 0 0 0 A 0 B 0 FORM 990, PART III, LINE 1: ORGANIZATION'S MISSION (1) TO PROMOTE THE WELFARE OF THE PEOPLE OF THE CITY OF CINCINNATI, OHIO (THE "CITY"); (2) TO COMBAT COMMUNITY DETERIORATION, PROVIDE RELIEF TO THE POOR AND DISTRESSED, ELIMINATE DISCRIMINATION AND PREJUDICE, LESSEN NEIGHBORHOOD TENSIONS, FOSTER LOW INCOME HOUSING, STABILIZE, AND GENERALLY TO OTHERWISE PROMOTE COMMUNITY AND ECONOMIC DEVELOPMENT AND REDEVELOPMENT IN THE CITY'S DOWNTOWN; (3) TO LESSEN THE BURDENS OF GOVERNMENT OF THE CITY BY OVERSEEING PROJECTS, INCLUDING THOSE IN THE "CENTER CITY PLAN" PRESENTED TO THE CITY, AND PROGRAMS DESIGNED TO STRENGTHEN AND LEVERAGE THE CITY'S DOWNTOWN CORE ASSETS, INITIALLY FOCUSING ON FOUNTAIN SQUARE, OVER THE RHINE AND THE BANKS; (4) TO IMPROVE THE ECONOMY OF THE CITY BY DEVELOPING, ATTRACTING, EXPANDING, AND RETAINING BUSINESS, INDUSTRIAL, EDUCATIONAL, CULTURAL, CIVIC, COMMUNITY AND OTHER ENTERPRISES IN THE CITY AND THEREBY DEVELOPING, ATTRACTING, EXPANDING, AND RETAINING JOBS FOR THE PEOPLE OF THE CITY; (5) SOLELY FOR THE ABOVE PURPOSES, THE CORPORATION IS EMPOWERED TO TAKE AND HOLD BY BEQUEST, DEVISE, GIFT, CONTRIBUTION, PURCHASE, LEASE, OR ANY OTHER FORM, EITHER ABSOLUTELY OR IN TRUST, ANY PROPERTY, REAL OR PERSONAL, TANGIBLE OR INTANGIBLE, WITHOUT LIMITATION AS TO AMOUNT OR VALUE; TO SELL, CONVEY, USE, ASSIGN AND DISPOSE OF ANY SUCH PROPERTY AND TO INVEST AND REINVEST THE INCOME AND PRINCIPAL THEREOF; TO DEAL WITH AND EXPEND THE INCOME AND PRINCIPAL OF THE CORPORATION; TO MAKE GIFTS OR CONTRIBUTIONS TO OTHER ENTITIES OR PERSONS; TO VOTE THE SHARES OR INTERESTS IN ANY STOCK OR OTHER EQUITY INVESTMENT HELD BY THE CORPORATION; TO MAINTAIN, PROTECT AND ENFORCE ALL RIGHTS, TITLE AND INTERESTS INCIDENTAL TO HOLDING TITLE TO PROPERTY HELD BY THE CORPORATION; TO DO ALL THINGS NECESSARY OR APPROPRIATE TO ACCOMPLISH THE FOREGOING; AND TO EXERCISE ALL OTHER RIGHTS AND POWERS CONFERRED BY THE LAWS OF THE STATE OF OHIO UPON NONPROFIT CORPORATIONS. FORM 990, PART VI, SECTION A, LINE 1A DELEGATION OF AUTHORITY EXECUTIVE COMMITTEE: THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRPERSON OF THE BOARD, THE CHAIRPERSON OF EACH BOARD COMMITTEE AND SUCH OTHER DIRECTORS AS MAY BE NOMINATED BY THE CHAIRPERSON OF THE BOARD AND APPROVED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. THE CHAIRPERSON OF THE BOARD SHALL SERVE AS THE CHAIRPERSON OF THE EXECUTIVE COMMITTEE. DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL POSSESS AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT AND CONTROL OF THE BUSINESS OF THE CORPORATION TO THE EXTENT PERMITTED BY LAW. ALL ACTION TAKEN BY THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD OF DIRECTORS AT ITS FIRST MEETING THEREAFTER. THE BOARD OF DIRECTORS MAY, AT ANY REGULAR MEETING, REVIEW THE ACTIONS OF THE EXECUTIVE COMMITTEE AND MAY MODIFY, RATIFY OR RESCIND ANY SUCH ACTIONS, SUBJECT TO THE CONTRACT RIGHTS OF THIRD PARTIES. NO MEMBER OF THE EXECUTIVE COMMITTEE WHO IS UNABLE TO ATTEND A MEETING OF THE EXECUTIVE COMMITTEE SHALL BE PERMITTED TO BE REPRESENTED AT SUCH MEETING BY A PROXY. SUBCOMMITTEES: THE BOARD OF DIRECTORS HEREBY DELEGATES ITS POWER TO APPOINT FROM TIME TO TIME CERTAIN OF ITS MEMBERS TO ACT AS A COMMITTEE IN THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS TO THE EXECUTIVE COMMITTEE, AND THE EXECUTIVE COMMITTEE MAY, ON BEHALF OF THE BOARD OF DIRECTORS, FROM TIME TO TIME DELEGATE TO A COMMITTEE POWER TO BE EXERCISED UNDER THE CONTROL AND DIRECTION OF THE EXECUTIVE COMMITTEE. EACH COMMITTEE SHALL BE COMPOSED OF ONE (1) OR MORE DIRECTORS AND MAY INCLUDE PERSONS WHO ARE NOT DIRECTORS. EACH COMMITTEE AND EACH MEMBER THEREOF SHALL SERVE AT THE PLEASURE OF THE EXECUTIVE COMMITTEE. EITHER THE EXECUTIVE COMMITTEE OR THE CHAIRPERSON OF THE PARTICULAR COMMITTEE MAY FROM TIME TO TIME APPOINT A SUBCOMMITTEE OF SUCH COMMITTEE. SUCH SUBCOMMITTEES MAY INCLUDE PERSONS WHO ARE NOT DIRECTORS, PROVIDED THAT AT LEAST ONE (1) DIRECTOR SHALL BE A MEMBER OF SUCH SUBCOMMITTEE. SUBJECT TO CHANGE BY THE EXECUTIVE COMMITTEE ON BEHALF OF THE BOARD OF DIRECTORS, THERE SHALL CURRENTLY BE THE FOLLOWING FIVE (5) COMMITTEES IN ADDITION TO THE EXECUTIVE COMMITTEE: THE AUDIT COMMITTEE, THE DEVELOPMENT AND FINANCE COMMITTEE, THE ASSET COMMITTEE, THE EVENT AND SPONSORSHIP COMMITTEE, AND THE CENTER CITY MANAGEMENT COMMITTEE. COMMITTEE AND SUBCOMMITTEE ACTION: UNLESS OTHERWISE PROVIDED BY THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE, AS THE CASE MAY BE, A MAJORITY OF THE MEMBERS OF ANY COMMITTEE OR SUBCOMMITTEE APPOINTED BY THE EXECUTIVE COMMITTEE PURSUANT TO SECTION 8.2 SHALL CONSTITUTE A QUORUM AT ANY MEETING THEREOF AND THE ACT OF A MAJORITY OF THE MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF SUCH COMMITTEE OR SUBCOMMITTEE. ACTION MAY BE TAKEN BY ANY COMMITTEE OR SUBCOMMITTEE WITHOUT A MEETING BY A WRITING SIGNED BY ALL ITS MEMBERS. EACH COMMITTEE OR SUBCOMMITTEE SHALL KEEP A WRITTEN RECORD OF ALL ACTION TAKEN BY IT. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE IRS FORM 990 IS PREPARED BY A NATIONAL EXTERNAL PUBLIC ACCOUNTING FIRM, GRANT THORNTON. THE CFO REVIEWS THE DRAFT PRIOR TO DISSEMINATION TO THE AUDIT COMMITTEE. THE AUDIT COMMITTEE IS GIVEN A COPY OF THE FULL TAX RETURN AND REVIEWS THE GOVERNANCE AND COMPENSATION DATA PRIOR TO FILING WITH THE IRS. A COMPLETE COPY OF THE FORM 990 IS PROVIDED TO THE GOVERNING BOARD PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY MONITORING & ENFORCEMENT CONFLICT OF INTEREST POLICY IS VERBALLY DISCUSSED AT REGULAR STAFF MEETINGS. EACH YEAR ALL OFFICERS, DIRECTORS AND EMPLOYEES ARE REQUIRED TO FILL OUT A CONFLICT OF INTEREST (COI) DISCLOSURE FORM (ALTERNATIVE YEARS A RECONFIRMATION OF PRIOR YEAR). THE FORM IS REVIEWED AND SUMMARIZED INTERNALLY AND SUBMITTED TO THE ORGANIZATION'S GENERAL COUNSEL FOR REVIEW AND DISCLOSURE TO EXECUTIVE COMMITTEE, IF NECESSARY. ANY ACTION TAKEN BY THE BOARD OR COMMITTEE THAT HAS A COI OF AN EMPLOYEE, DIRECTOR OR OFFICER IS DISCLOSED PRIOR TO PASSAGE AND THE INDIVIDUAL IS REQUESTED TO LEAVE THE ROOM DURING THE DISCUSSION AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION THE EXECUTIVE COMMITTEE UTILIZED COMPARABILITY DATA WHEN DETERMINING THE CEO'S COMPENSATION IN COMPLETING HIS EMPLOYMENT CONTRACT. EACH YEAR THE COMMITTEE REVIEWS THE ORGANIZATION'S SCORECARD AND RESULTS AS WELL AS THE CEO'S PERFORMANCE IN ASSESSING HIS COMPENSATION CHANGES. FINALLY, THE CHAIR DISCUSSES THE RESULTS WITH BOARD MEMBERS. OTHER KEY STAFF COMPENSATION IS DETERMINED BY COMPARING LOCAL OR REGIONAL SALARY DATA AS WELL AS THE INDIVIDUAL'S PERFORMANCE. FORM 990, PART VI, LINES 16A AND 16B: PROCEDURES FOR ENTERING INTO JOINT VENTURE ARRANGEMENTS 3CDC HAS NOT ADOPTED A FORMAL WRITTEN POLICY TO ADDRESS JOINT VENTURE ACTIVITIES BUT THE ORGANIZATION UNDERTAKES PROACTIVE MEASURES TO ENSURE THAT THE ORGANIZATION'S ASSETS ARE PRESERVED FOR EXEMPT PURPOSES. ALL POTENTIAL JOINT VENTURE OPPORTUNITIES ARE TAKEN TO THE DEVELOPMENT & FINANCE COMMITTEE, BOARD OF DIRECTORS, AND, IF DEEMED NECESSARY, THE EXECUTIVE COMMITTEE AND/OR HR & GOVERNANCE SUB-COMMITTEE, TO DISCUSS WHY THE JOINT VENTURE HELPS FURTHER THE MISSION OF THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC THE ORGANIZATION'S ARTICLES OF INCORPORATION, CONSTITUTION, BYLAWS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: GAIN/(LOSS) ON CHANGE IN VALUE OF INTEREST RATE SWAP 1,543,311. 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