RESOLUTION NO.

R-11-06
OHIO CULTURAL FACILITIES COMMISSION
FEBRUARY 8, 2011

A RESOLUTION DETERMINING THAT THERE IS A NEED FOR THE

PROJECT RELATED TO THE NATIONAL UNDERGROUND
RAILROAD FREEDOM CENTER AND DETERMINING THAT THERE
IS SUBSTANTIAL REGIONAL SUPPORT FOR THE PROJECT,
DETERMINING THE CONSTRUCTION ADMINISTRATOR,
DETERMINING PROVISION OF GENERAL BUILDING SERVICES,
APPROVING THE PROJECT AND AUTHORIZING THE
EXPENDITURE OF FUNDS, AUTHORIZING THE EXECUTION OF A
CAPITAL EXPENDITURE REIMBURSEMENT 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 (50) percent of the total state funding for the
cultural project and the Commission has established guidelines for such evaluation and
determinations;

WHEREAS, the 127th General Assembly in 562 appropriated bond funds in the amount
of $850,000 in ALI C371H2 for National Underground Railroad Freedom Center, owned
and operated by National Underground Railroad Freedom Center (the “Project
Sponsor”). The Project Sponsor proposes to utilize the appropriation for construction
expenses previously incurred (the “Project”) at] the National Underground Railroad
Freedom Center (the “Facility”);

WHEREAS, the Ohio General Assembly has authorized the Treasurer of State to issue
bonds for the purpose of funding Ohio Cultural and Sports Facility projects, including the
Project, which issuance the Treasurer of State has or will undertake;

WHEREAS, the Project Sponsor, operating as a 501(c)(3) non-profit corporation, is the

fee simple owner of the Facility; and

WHEREAS, the Commission has reviewed a project application form submitted by the
Project Sponsor 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. Determination of Need. In accordance with Section 3383.07(D)(1) of the Act,

the Commission hereby determines that there is a need for the Project in region of the
state where the Project is located.

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

3383.07(D)(2) of the Act, the Commission hereby determines that, as an indication of
substantial regional support for the Project, provision has been made and evidence
presented to its satisfaction that local contributions will amount to not less than fifty (50)
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. Determination of the Construction Administrator. The Commission hereby

accepts the recommendation of the Executive Director and independently determines
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. Determination of the Provision of General Building Services. The

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

Section 5. Approval of the Project and Authorization of the Expenditure of Funds. In

accordance with Section 3383.07 of the Act, the Commission hereby approves the
Project and authorizes the expenditure of funds in an amount not to exceed $850,000
subject to the following conditions:

(i) the Project Sponsor provides the Commission staff with evidence
of its real property interest in the site (for a period of at least fifteen
[15] years), free of any mortgages, liens or other encumbrances
unacceptable to the Executive Director of the Commission in her
sole discretion;

(ii) the Project Sponsor provides the Commission staff with a

certification that information contained in documents submitted to
Commission staff is true and accurate to the best of the Project
Sponsor’s knowledge and belief, that this certification extends to
future submissions, and acknowledging the receipt of this
resolution and the conditions set forth herein; Deleted: R
Deleted: No. R-[YY-XX]
(iii) the Project Sponsor provides the Commission with evidence
satisfactory to the Executive Director of the Commission that it is
an eligible 501(c)(3) corporation in good standing with the Internal
Revenue Service;

(iv) the Project Sponsor provides the Commission with evidence

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

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(vi) 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;

(vii) the Project Sponsor provides the Commission staff with copies of
the construction bids, consultants’ contracts and construction
contracts;

(viii) the Project is Fully Funded. “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. “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 or any combination of the foregoing, all as
determined in the sole discretion of the Executive Director of the
Commission;

(ix) the Project Sponsor provides the Commission staff with complete,
accurate and updated documentation of material changes in
project costs, project scope or other relevant information affecting
the organization or the Project;

(x) the Project Sponsor and the Commission execute a Capital

Expenditure Reimbursement Agreement and any other required
documents on or before the Commission's third quarter 2011
meeting;

(xi) the Project Sponsor has provided the Commission staff with a
copy of its resolution or ordinance authorizing its execution of a
Capital Expenditure Reimbursement Agreement and any other
required documents;

(xii) the Attorney General has reviewed and approved the document(s)
as to form, as appropriate;

(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) 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;

(xv) the Project Sponsor provides the Commission with a signed

Affirmation and Disclosure Form pursuant to Executive Order 2010-
09S “Banning the Expenditures of Public Funds for Offshore
Services; and

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 (xvi) the Project Sponsor provides any other documents requested by
Commission staff;

(xvii) the Project sponsor provides a guarantee by John Pepper

acceptable to the Executive Director at her sole discretion
guaranteeing the $850,000 appropriation;

(xviii) the Project sponsor provides a business plan, approved by the

Freedom Center board of directors, addressing the necessary
steps the Freedom Center will have to undertake in order to meet
the potential needs should the Sponsor prepared projected cash
flow positive balances not be met; and

(xix) release of first lien position should the Freedom Center obtain
federal legislation.

Section 6. Authorization of Execution of a Capital Expenditure Reimbursement

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, a Capital Expenditure Reimbursement 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. Other Matters. The Project Sponsor shall keep the Commission staff
informed in writing and by presentation at a future Commission meeting, if requested by
the Commission or its Executive Director, of any matters financial, organizational, or
otherwise that will have any impact on the construction of the Project and/or operation of
the cultural facility.

Section 9. 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.

IN WITNESS WHEREOF, the undersigned hereby certifies that the foregoing Resolution
was duly adopted at a meeting held on February 8, 2011 by the members of the Ohio Deleted: [Commission meeting date]
Cultural Facilities Commission. Formatted: Font: Not Bold

______________________________ Deleted:

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Craig A. Marshall, CPA, Secretary-Treasurer Deleted: [SIGNING AUTHORITY]
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