RESOLUTION NO.

R-08-34
OHIO CULTURAL FACILITIES COMMISSION
JULY 29, 2008

A RESOLUTION RELATED TO THE NATIONAL UNDERGROUND

RAILROAD FREEDOM CENTER, AUTHORIZING THE EXTENSION
OF THE DEADLINE FOR EXECUTION OF OTHER LEGAL
AGREEMENTS 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, 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, 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 Center (the “Project”);

WHEREAS, the 126th General Assembly in Am. Sub. H.B. 699 appropriated additional
bond funds in the amount of $2,000,000 in CAP Line Item No. 919 (later renamed
ALI C371H2) to the Project sponsor for the Project;
WHEREAS, on November 29, 2007, the Commission adopted Resolution R-07-44,
which determined there is a need for the Project and substantial regional support for
the Project in accordance with the Act;

WHEREAS, on November 29, 2007, the Commission adopted Resolution R-07-44, that
determined the Project Sponsor will act as the construction administrator in accordance
with Section 3383.07(A) of the Act;

WHEREAS, on November 29, 2007, the Commission adopted Resolution R-07-44, that
determined the Project Sponsor will provide general building services in accordance
with Section 3383.07(C) of the Act;

WHEREAS, on November 29, 2007, the Commission adopted Resolution R-07-44,

which approved the Project and authorized the expenditure of funds not to exceed
$2,000,000.00, subject to certain conditions; and

WHEREAS, one of the Commission’s conditions of Resolution R-07-44 was the

execution of the Project’s legal documents prior to the Commission’s second quarter
2008 meeting, (extended to the third quarter 2008 Commission meeting in Resolution
R-08-23, adopted May 20, 2008), and that condition has not been met due to the
Project Sponsor still seeking approval from the lender to subordinate the lender’s lien
on the property to the Commission’s interest and clearing of certain title liens.

NOW, THEREFORE, BE IT RESOLVED:

Section 1. Authorization to Enter into a Subordination Agreement. The Commission

hereby authorizes the Chairman or the Executive Director enter into to a Subordination
Agreement on the real property for the Project, 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 agreement by
the Chairman or the Executive Director shall be conclusive evidence of the exercise of
the discretionary authority conferred herein.

Section 2. Extension of Deadline for the Execution of Documents. The Commission

hereby extends the deadline for execution of documents authorized in R-07-44, and
extended by R-08-23, to the Commission’s fourth quarter 2008 meeting. All other
conditions of R-07-44 remain in full force and effect.

Section 3. 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.
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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 July 29, 2008 by the members of the
Ohio Cultural Facilities Commission.

_____________________________
Adam K. Brandt, Secretary/Treasurer

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