RESOLUTION NO.

R-07-24
OHIO CULTURAL FACILITIES COMMISSION
AUGUST 16, 2007

A RESOLUTION CONFIRMING THAT THERE IS A NEED FOR THE

PROJECT RELATED TO THE CINCINNATI BALLET FACILITY
IMPROVEMENTS 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 FUNDS,
AUTHORIZING THE AMENDMENT OF A COOPERATIVE USE
AGREEMENT AND 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 percent of the total state funding for the
cultural project;

WHEREAS, pursuant to Section 3383.04 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 123rd General Assembly in Am. Sub H.B 640 appropriated bond funds in
the amount of $450,000 in CAP Line Item No. 809 to the Cincinnati Ballet Company (the
“Project Sponsor”) for the expansion of the existing facility of the Cincinnati Ballet
Company (the “Project”);

WHEREAS, pursuant to R-05-29, adopted by the Commission on August 25, 2005, the
Commission authorized the expenditure of $450,000 on the Project, subject to
compliance with certain conditions;

WHEREAS, work on the Project was completed in 2005 and the new Mickey Jarson
Kaplan Performance Studio was opened to the public shortly thereafter;

WHEREAS, the Cooperative Use Agreement, Cultural Facility Construction

Administration and Funding Agreement and Non-disturbance and Estoppel Agreement
between the Commission and Cincinnati Ballet were entered into on March 22, 2006;
WHEREAS, the 126th General Assembly in Am. Sub. H.B. 699 appropriated additional
bond funds in the amount of $200,000 in CAP Line Item No. 952 to the Project Sponsor
for the Project;

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;

WHEREAS, in Resolution R-05-29, adopted August 25, 2005 the Commission

determined that the Project Sponsor would act as the construction administrator in
accordance with Section 3383.07(A) of the Act;

WHEREAS, in Resolution R-05-29, adopted August 25, 2005 the Commission

determined that the Project Sponsor would provide general building services and the
Project Sponsor is willing to continue to assume responsibility for the provision of, and
payment of costs of, such general building services for the Facility, in accordance with
Section 3383.07(C) of the Act.

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 establishing the
need for the Project, pursuant to Section 3383.07(D)(1) of the Act;

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

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.
Deleted: S:\PROJECT
MANAGEMENT\1.Cultural Projects\Cincinnati
Section 3. Confirmation of the Construction Administrator. The Commission hereby Ballet Center\Assessments & Docs for
accepts the recommendation of the Executive Director and independently confirms that Presentation\Resolution Prep\8.16.2007
Cincinnati Ballet Resolution.doc
the Project Sponsor be permitted to act as construction administrator on the Project in
accordance with Section 3383.07(A) of the Act. Deleted: 7/26/2007
Deleted: 7/25/2007
C:\Documents and Settings\tonyc\Local Settings\Temporary Internet Files\Content.Outlook\QC6Q99R4\NURFC 2
Resolution November 07 meeting.doc
1/12/2011
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 $200,000, 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 Commission in her
sole discretion;

(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 Cooperative Use Agreement and a Capital Expenditure
Reimbursement Agreement, and any other required documents on
or before the Commission's first quarter 2008 meeting;

(ix) the Project Sponsor has provided the Commission with a copy of
its resolution or ordinance authorizing its execution of
amendments to the Cooperative Use Agreement and the
execution of a Capital Expenditure Reimbursement Agreement,
and any other required documents;
Deleted: S:\PROJECT
MANAGEMENT\1.Cultural Projects\Cincinnati
(x) the Attorney General has reviewed and approved the documents, Ballet Center\Assessments & Docs for
as appropriate; Presentation\Resolution Prep\8.16.2007
Cincinnati Ballet Resolution.doc

(xi) the Controlling Board or the Director of the Office of Budget and Deleted: 7/26/2007
Deleted: 7/25/2007
C:\Documents and Settings\tonyc\Local Settings\Temporary Internet Files\Content.Outlook\QC6Q99R4\NURFC 3
Resolution November 07 meeting.doc
1/12/2011
 Management, as required by law, approves and certifies the
release and availability of funds;

(xii) 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; and

(xiii) 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; and

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 or any combination of the
foregoing.

Section 6. Authorization of Amendment of a Cooperative Use Agreement and 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 Cooperative Use Agreement
Addendum and 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 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.

Deleted: S:\PROJECT
MANAGEMENT\1.Cultural Projects\Cincinnati
Ballet Center\Assessments & Docs for
Presentation\Resolution Prep\8.16.2007
Cincinnati Ballet Resolution.doc
Deleted: 7/26/2007
Deleted: 7/25/2007
C:\Documents and Settings\tonyc\Local Settings\Temporary Internet Files\Content.Outlook\QC6Q99R4\NURFC 4
Resolution November 07 meeting.doc
1/12/2011
IN WITNESS WHEREOF, the undersigned hereby certifies that the foregoing Resolution
was duly adopted at a meeting held on August 16, 2007 by the members of the Ohio
Cultural Facilities Commission.

______________________________
George R. Oberer, Sr., Secretary-Treasurer

Deleted: S:\PROJECT
MANAGEMENT\1.Cultural Projects\Cincinnati
Ballet Center\Assessments & Docs for
Presentation\Resolution Prep\8.16.2007
Cincinnati Ballet Resolution.doc
Deleted: 7/26/2007
Deleted: 7/25/2007
C:\Documents and Settings\tonyc\Local Settings\Temporary Internet Files\Content.Outlook\QC6Q99R4\NURFC 5
Resolution November 07 meeting.doc
1/12/2011