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RESOLUTION AUTHORIZING THE NATIONAL

UNDERGROUND RAILROAD FREEDOM CENTER TO


SIGN AND EXECUTE THE MEMORANDUM OF
UNDERSTANDING, THE COOPERATIVE USE
AGREEMENT, THE CULTURAL FACILITIES
CONSTRUCTION ADMINISTRATION AND FUNDING
AGREEMENT AND ANY OTHER NECESSARY LEGAL
DOCUMENTS AND TO TAKE CERTAIN OTHER
ACTIONS

RESOLVED it is the intention of National Underground Railroad Freedom Center to


enter into the MEMORANDUM OF UNDERSTANDING, THE COOPERATIVE USE
AGREEMENT, THE CULTURAL FACILITIES CONSTRUCTION
ADMINISTRATION AND FUNDING AGREEMENT and ANY OTHER NECESSARY
LEGAL DOCUMENTS in connection with the funding of a certain cultural project for
National Underground Railroad Freedom Center, specifically to reimburse the National
Underground Railroad Freedom Center for construction expenses;

BE IT FURTHER RESOLVED that the National Underground Railroad Freedom Center


will raise any additional funds or provide the additional resources to complete the
cultural project; and

BE IT FURTHER RESOLVED that the Chief Executive Officer of National


Underground Railroad Freedom Center hereby is authorized and directed to do, or cause
to be done, all such acts and things and to execute and deliver or cause to be executed or
delivered the Memorandum of Understanding, the Cooperative Use Agreement and the
Cultural Facilities Construction Administration and Funding Agreement and all such
other agreements, documents, instruments or certificates, in the name and on behalf of
National Underground Railroad Freedom Center, as the Chief Executive Officer of
National Underground Railroad Freedom Center may deem necessary or appropriate to
carry out the intent of the foregoing resolution. The execution thereof by the Chief
Executive Officer of National Underground Railroad Freedom Center or the taking of
such action shall be conclusive evidence of the exercise of discretionary authority
conferred herein.

IN WITNESS WHEREOF, the undersigned hereby certifies that the foregoing resolution
was adopted by the Officers of the Board of Directors of National Underground Railroad
Freedom Center at a meeting held on ______________________.

____________________________________
Co-Chair

I:\nurfc request pdfs\Share Point\LPS Authorizing Resolution.doc