RESOLUTION NO.

R-07-44
OHIO CULTURAL FACILITIES COMMISSION
NOVEMBER 29, 2007

A RESOLUTION CONFIRMING THAT THERE IS A NEED FOR THE

PROJECT RELATED TO THE NATIONAL UNDERGROUND
RAILROAD FREEDOM CENTER AND THAT THERE IS SUBSTANTIAL
REGIONAL SUPPORT FOR THE PROJECT, CONFIRMING THE
CONSTRUCTION ADMINISTRATOR, CONFIRMING PROVISION OF
GENERAL BUILDING SERVICES, CONFIRMING THE APPROVAL OF
THE PROJECT AND AUTHORIZING THE EXPENDITURE OF
ADDITIONAL FUNDS, AUTHORIZING A COOPERATIVE USE
AGREEMENT, AUTHORIZING THE TERMINATION OF THE
MANAGEMENT AGREEMENT, AUTHORIZING AN AMENDMENT TO
THE LEASE AND EXECUTION OF A CONSTRUCTION
ADMINISTRATION AND FUNDING AGREEMENT, AND THE TAKING
OF CERTAIN OTHER ACTIONS

WHEREAS, the Ohio General Assembly (the “General Assembly”) established the Ohio
Cultural Facilities Commission (the “Commission”) under Chapter 3383 of the Ohio
Revised Code (the “Act”) to engage in and provide for the development, performance,
and presentation or making available of culture to the public, including the provision,
operation and management of Ohio cultural facilities, as defined in the Act;

WHEREAS, pursuant to Section 3383.07(D) of the Act, the General Assembly required
that state funds, including the proceeds of state bonds, not be spent on the construction
of any Ohio cultural facility until (i) the Commission has determined that there is a need
for the cultural project and the Ohio cultural facility related to the project in the region of
the state for which the Ohio cultural facility is proposed to be located, and (ii) provision
has been made, by agreement or otherwise, satisfactory to the Commission, as an
indication of substantial regional support for that Ohio cultural facility, for local
contributions amounting to not less than fifty percent of the total state funding for the
cultural project;

WHEREAS, pursuant to Section 3383.04(G) of the Act, the General Assembly

authorized the Commission to lease, sublease, cooperate in the use of, or otherwise
make available to a cultural organization, including governmental entities, Ohio cultural
facilities;

WHEREAS, pursuant to Section 3383.04(M) of the Act, the Commission may enter into
contracts with cultural organizations, including governmental entities, for the
management of Ohio cultural facilities;

WHEREAS, the Ohio Building Authority issued State of Ohio Arts Facilities Bonds, dated
February 15, 2003 (the “2003 Bonds” and, together with any other bonds issued for the
purpose of paying the costs of Ohio cultural facilities, the “State Bonds”) to finance the
State’s portion of the cost of construction of the Center;

WHEREAS, on August 31, 2005, the Treasurer of the State of Ohio (the "Treasurer")
issued the State of Ohio Cultural and Sports Capital Facilities Bonds, Series 2005A and
on December 14, 2006 issued the State of Ohio Cultural and Sports Facilities Bonds,
Series 2006A for the purpose of paying the costs to finance the state's portion of the cost
of construction of Ohio cultural facilities, including the state’s portion of the cost of
construction of the Project (the “Project”);

WHEREAS, the General Assembly previously appropriated an aggregate amount of

$500,000 in General Revenue Funds and $12,150,000 in bond funds for the purpose of
constructing the Project;

WHEREAS, pursuant to prior Commission resolutions, the Commission determined that

there was a need for the Project and that regional support existed for the Project,
approved that the National Underground Railroad Freedom Center, Inc. (the “Project
Sponsor”) be permitted to act as construction administrator on the Project and approved
expenditure of funds, subject to certain conditions;

WHEREAS, the conditions of prior Commission resolutions were met to the satisfaction
of the Commission, and the total of $12,650,000 has been expended on the
appropriated funds for the Project;

WHEREAS, the Project Sponsor and the Commission are parties to a lease agreement
entered into on March 25, 2003 and amended from time to time (the “Lease
Agreement”), a Management Agreement dated March 25, 2003 and amended from time
to time (the “Management Agreement”), and an Arts Facility Construction Administration
and Funding Agreement dated March 25, 2003, which expired on August 24, 2005 upon
the final reimbursement for appropriated monies from the Commission (the “CAF
Agreement”);

WHEREAS, the 126th General Assembly in Am. Sub. H.B. 699 appropriated additional
bond funds in the amount of $2,000,000 in line item CAP-919 (later renamed
ALI C371H2) to the Project sponsor for the Project;

WHEREAS, in accordance with the State of Ohio Cultural and Sports Facilities Bonds
issued by the Treasurer of State, the Project Sponsor is required to enter into a
Cooperative Use Agreement for the Project which will terminate the Management
Agreement and the Project Sponsor is further required to enter into a new CAF
Agreement to receive the newly appropriated bond funds;

WHEREAS, the Commission requested the Project Sponsor prepare a needs

assessment statement and related financial plan in a Project Registration form and a
Project Detail form (together with all attachments, schedules and additional information
amended thereto, the "Project Application Form") for the purpose of confirming the need
for the Project, pursuant to Section 3383.07(D)(1) of the Act;

WHEREAS, earnings from future investment income are an integral part of the project in
as much as future earnings are included in the Sponsor’s representation of full funding,
in its Project Application Form;

WHEREAS, the Commission staff recommends the continued use of earnings from
future investment income as an acceptable funding source in determining full funding for
the Project; only if the Project Sponsor extends the term of the Commission leasehold

S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom Center\Assessments &

Docs for Presentation\Resolution Prep\R-07-44 NURFC 2007-11-29.doc
Page 2 of 6
interest in the facility, in an amount and for a time period to be concurrent with the term
of the additional bonds to be used for the payment of the Project costs;

WHEREAS, the Commission staff has reviewed the Project Application Form submitted
by the Project Sponsor and certified by the Project Sponsor as of the date of this
resolution and recommends confirmation of the approval of the Project and authorization
of the expenditure of the additional funds, when coupled with an extension of the State’s
leasehold interest granted in the Lease Agreement;

WHEREAS; the Project Sponsor has agreed to extend the State’s leasehold interest by
executing an amendment to the Lease Agreement; and

WHEREAS, the Commission has reviewed the Project Application Form and
Commission staff recommendation and has also heard and considered oral
presentations made at the Commission meeting held on the date of this resolution.

NOW, THEREFORE, BE IT RESOLVED:

Section 1. Confirmation of Need. In accordance with Section 3383.07(D)(1) of the Act,

the Commission hereby confirms that there is a need for the Project in the County of
Hamilton, Ohio, being the region of the state where the Project is located.

Section 2. Confirmation of Substantial Regional Support. In accordance with Section

3383.07(D)(2) of the Act, the Commission hereby confirms that, as an indication of
substantial regional support for the Project, provision has been made to its satisfaction
that local contributions will amount to not less than fifty percent of the total state funding
for the project and that such anticipated contributions, together with the state funds, will
result in full funding for the Project.

Section 3. Confirmation of the Construction Administrator. The Commission hereby

accepts the recommendation of the Executive Director and independently confirms that
the Project Sponsor be permitted to act as construction administrator on the Project in
accordance with Section 3383.07(A) of the Act.

Section 4. Confirmation of the Provision of General Building Services. The Commission

hereby confirms that the Project Sponsor shall provide general building services, in
accordance with Section 3383.07(C) of the Act.

Section 5. Confirming the Approval of the Project and Authorization of the Expenditure
of Additional Funds. The Commission hereby confirms the approved Project and
authorizes the expenditure of additional funds in the amount of $2,000,000, subject to
the following conditions:

i. The Project Sponsor provides the Commission with evidence

of its real property interest in the site (for a period of at least
fifteen [15] years) satisfactory to the Executive Director of the
Commission in her sole discretion;

ii. the Project Sponsor provides the Commission with evidence

that the site is free of any mortgages, liens or other
encumbrances unacceptable to the Executive Director of the
S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom Center\Assessments &
Docs for Presentation\Resolution Prep\R-07-44 NURFC 2007-11-29.doc
Page 3 of 6
 Commission in her sole discretion and that the existing liens
will be released prior to the signing of the Second Amendment
to the Base Lease and Cooperative Use Agreement;

iii. the Project Sponsor provides the Commission with an IRS

determination letter providing evidence satisfactory to the
Commission that it is a 501(c)(3) corporation in good standing;

iv. the Project Sponsor provides the Commission with evidence

satisfactory to the Commission that it is in good standing with
the Attorney General’s Office, Charitable Law Section;

v. the Project Sponsor provides the Commission with evidence

satisfactory to the Commission that it is in good standing with
the Secretary of State’s Office;

vi. the Project Sponsor provides the Commission with copies of

the construction bids and consultants contracts;

vii. the Project is fully funded, as described below, and as

determined in the sole discretion of the Executive Director of
the Commission;

viii. the Project Sponsor and the Commission execute an

amendment to the Lease Agreement, a Cooperative Use
Agreement and a Construction Administration And Funding
Agreement, and any other required documents on or before
the Commission's second quarter 2008 meeting;

ix. the Project Sponsor fulfills its obligations under Article XVIII
Section 1 of the CUA, as determined by the Executive Director
of the Commission in her sole discretion;

x. Bank One N.A. agrees to subordinate their Open-end

Mortgage, Security Agreement and Fixture Filing (“the
Mortgage”), dated April 1, 2003 and recorded in Official
Record Volume 9237, Page 4717 in the Recorder’s Office, to
the Second Amendment to the Base Lease, in favor of the
Commission and that such lease amendment will not create a
default by the Project Sponsor under their agreement with
Bank One N.A.;

xi. the Project Sponsor has provided the Commission with a copy
of its resolution or ordinance authorizing its execution of an
amendment to the Lease Agreement, a Cooperative Use
Agreement, a Construction and Administration Funding
Agreement, the termination of the Management Agreement,
and any other required documents;

xii. the Attorney General has reviewed and approved the

documents, as appropriate;
S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom Center\Assessments &
Docs for Presentation\Resolution Prep\R-07-44 NURFC 2007-11-29.doc
Page 4 of 6
 xiii. the Controlling Board or the Director of the Office of Budget
and Management, as required by law, approves and certifies
the release and availability of funds;

xiv. a search of the Auditor of State database established pursuant

to Section 9.24 of the Ohio Revised Code concludes that the
Project Sponsor has no unresolved findings for recovery;

xv. and the Project Sponsor provides the Commission with a

signed Declaration Regarding Material
Assistance/Nonassistance to a Terrorist Organization (DMA)
pursuant to Senate Bill 9 of the 126th General Assembly.

For purposes of subsection (vii) of this Section 5, “fully funded” means that funds have
been raised for the total costs of the Project including all hard costs, soft costs and start-
up costs and, the operating endowment for the Project. As used herein, “raised” means
receipt of written pledges from creditworthy entities, written funding commitments from
governmental entities, written guarantees from creditworthy entities (in a form approved
by the Ohio Attorney General’s Office), cash receipts and future receipts of investment
income or any combination of the foregoing.

Section 6. Authorization of an Amendment to the Lease Agreement, a Cooperative Use

Agreement and Execution of a Construction Administration and Funding Agreement.
The Chairman or the Executive Director of this Commission be, and hereby is,
authorized and directed to execute and deliver, or cause to be executed and delivered,
an Amendment to the Lease Agreement, a Cooperative Use Agreement Addendum and
a Construction Administration and Funding Agreement with the Project Sponsor, in the
name and on behalf of the Commission, as the Chairman or Executive Director deems
necessary or appropriate to carry out the intent of the foregoing resolution. The
execution of such agreements by the Chairman or the Executive Director shall be
conclusive evidence of the exercise of the discretionary authority conferred herein.

Section 7. Authorization of Execution of Other Documents, Taking Other Actions. The

Chairman or the Executive Director of this Commission be, and hereby is, authorized
and directed to execute and deliver, or cause to be executed and delivered, all such
documents, agreements, instruments or certifications, or to do, or cause to be done, all
such acts and things, in the name and on behalf of the Commission, as the Chairman or
the Executive Director may deem necessary or appropriate to carry out the intent of the
foregoing resolution. The taking of such action or the execution of any such agreements
by the Chairman or the Executive Director shall be conclusive evidence of the exercise
of the discretionary authority conferred herein.

Section 8. Open Meeting. All formal actions of this Commission concerning and relating
to the adoption of this resolution were taken and adopted in an open meeting of this
Commission, and all deliberations of this Commission that resulted in those formal
actions were in meetings open to the public, and in compliance with all legal
requirements including Ohio Revised Code Section 121.22.

S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom Center\Assessments &

Docs for Presentation\Resolution Prep\R-07-44 NURFC 2007-11-29.doc
Page 5 of 6
IN WITNESS WHEREOF, the undersigned hereby certifies that the foregoing Resolution
was duly adopted at a meeting held on November 29, 2007 by the members of the Ohio
Cultural Facilities Commission.

______________________________
Ronald A. Pizzuti, Chairman

S:\PROJECT MANAGEMENT\1.Cultural Projects\National Underground Railroad Freedom Center\Assessments &

Docs for Presentation\Resolution Prep\R-07-44 NURFC 2007-11-29.doc
Page 6 of 6