RESOLUTION NO.

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

A RESOLUTION CONFIRMING THAT THERE IS A NEED FOR THE

PROJECT RELATED TO THE NATIONAL UNDERGROUND
RAILROAD FREEDOM CENTER, CONFIRMING THAT THERE IS
SUBSTANTIAL REGIONAL SUPPORT FOR THE PROJECT,
CONFIRMING THE CONSTRUCTION ADMINISTRATOR,
CONFIRMING PROVISION OF GENERAL BUILDING SERVICES,
APPROVING THE PROJECT AND AUTHORIZING THE
EXPENDITURE OF FUNDS, AUTHORIZING THE RETURN OF
ESCROW FUNDS, AUTHORIZING THE EXECUTION OF A CAPITAL
EXPENDITURE REIMBURSEMENT AGREEMENT AND CERTAIN
OTHER DOCUMENTS 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 General Assembly previously appropriated for the National

Underground Railroad Freedom Center an aggregate amount of $14,650,000 and the
Commission previously approved the project, executed the appropriate legal agreements
and paid that amount;

WHEREAS, the 127th General Assembly in H.B. 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 Project Sponsor came before the Commission on February 11, 2010
and received approval for a Memorandum of Understanding (MOU) spelling out the
conditions under which full approval could be granted to the Freedom Center for the
most recent appropriation of $850,000.;

WHEREAS, the Project Sponsor has eliminated its debt, developed alternate plans for
continuing its operations, and has provided a guaranty to secure the $850,000
appropriation;
WHEREAS, in accordance with requirements of prior Commission approvals, the Project
Sponsor previously provided to the Commission funds for an escrow account, and
Project Sponsor has now requested return of said escrow funds in exchange for Project
Sponsor providing a guaranty of an equal amount;

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 the Project Sponsor’s financial statements,
revised business plans proposed guaranty, and the 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 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 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. 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. Approval of the Project, Authorization of the Expenditure of Funds and

Authorization to Return Escrow Funds. In accordance with Section 3383.07 of the Act,
the Commission hereby approves the Project, authorizes the expenditure of funds in an
amount not to exceed $850,000 and authorizes the return of escrowed funds to the
Project Sponsor, 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;

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(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;

(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;

(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 any 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 amendments to the
Cooperative Use Agreement, the Management Agreement and
Base Lease, 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, amendments to

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 the Cooperative Use Agreement, Management Agreement and
Base Lease, 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

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

Commission staff;

(xvii) the Project Sponsor provides a guaranty by John and Frances

Pepper, in conformance with the Commission’s standard form
guaranty document, guaranteeing the $850,000 appropriation;

(xviii) the Project Sponsor provides a guaranty by John and Frances

Pepper, in conformance with the Commission’s standard form
guaranty document, guaranteeing an amount equal to the
$462,306.60 currently held in escrow plus 1) interest based on the
monthly average one-year constant maturity Treasury yield
(“CMT”) compounded annually; and 2) increases determined by
the periodic review of estimated costs involved with a closed down
facility covering a period of six months;

(xix) the Project sponsor provides a business plan and budget for FYE
2011 and FYE 2012, approved by the Freedom Center board of
directors, addressing the necessary steps the Freedom Center will
take in the event federalization legislation does not take place;

(xx) the legal agreements for the Project are amended to require that
prior to federalization should federalization be pursued, an opinion
of nationally recognized bond counsel, acceptable to the Ohio
Public Facilities Commission (the “OPFC”), the Treasurer of State
and the Commission, and addressed to the OPFC, the Treasurer
of State and the Commission, stating that the financing structure,
ownership and/or operational/management structure will not a)
adversely affect the validity of the state-issued tax-exempt bonds;
and b) will not adversely affect the exclusion of the interest on the
state-issued tax-exempt bonds from the gross income of the
holders of the state-issued tax-exempt bonds for federal income
tax purposes;

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 (xxi) the legal agreements for the Project are amended to require that
prior to federalization, the new financing structure, ownership
and/or operational/management structure for the project and
Sponsor organization is approved as acceptable to the
Commission Secretary-Treasurer, in his/her sole discretion; and

(xxii) the Project Sponsor provides evidence that the bank lien on the
Facility has been released.

(xxiii) The Project Sponsor agrees to provide quarterly financial

statements, including budget to actual schedules, no later than
thirty days after the end of each calendar quarter until the state
bonds used to pay costs of construction of the Facility are fully
amortized.

Section 6. Authorization of Execution of a Capital Expenditure Reimbursement

Agreement, and Amendments to the Cooperative Use Agreement, Management
Agreement and Base Lease. 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 and
Amendments to the Cooperative Use Agreement, Management Agreement and Base
Lease, 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 Guaranty Agreement for the $850,000

Appropriation, Execution of a Guaranty Agreement for the return of $462,306of Escrow
Funds and 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, Guaranties with the Guarantors, and all such other
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.

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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
Cultural Facilities Commission.

______________________________
Craig A. Marshall, CPA, Secretary-Treasurer