RESOLUTION NO. R-08-23 OHIO CULTURAL FACILITIES COMMISSION. MAY 20, 2008 ‘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 Cuttural 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 (i) 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 toa cultural organization, including governmental entities, Chio 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 Ohio Building Authority issued State of Ohio Arts Facilities Bonds, dated February 15, 2003 (the “2003 Bonds" and, together with any other bonds issued for the purpose of paying the costs of Ohio cultural facilities, the “State Bonds’) to finance the State's portion of the cost of construction of the Center; WHEREAS, on August 31, 2005, the Treasurer of the State of Ohio (the "Treasurer’) issued the State of Ohio Cultural and Sports Capital Facies 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 (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 Project; WHEREAS, pursuant to prior Commission resolutions, the Commission determined that there was a need for the Project and that regional support existed for the Project, approved that the National Underground Railroad Freedom Center, Inc. (the "Project Sponsor’) be permitted to act as construction administrator on the Project, confirms that the Project Sponsor shall provide general building services, in accordance with Section 3383.07(C) of the Act and approved expenditure of funds, subject to certain conditions.These conditions of prior Commission resolutions were met to the satisfaction of the Commission, and the total of $12,650,000 were expended of the appropriated funds for the Project; WHEREAS, the Project Sponsor and the Commission are parties to a lease agreement entered into on March 25, 2003 and amended from time to time (the "Lease Agreement’), a Management Agreement dated March 25, 2003 and amended from time to time (the "Management Agreement"), and an Arts Facility Construction Administration and Funding Agreement dated March 25, 2003, which expired on August 24, 2005 upon the final reimbursement for appropriated monies from the Commission ("CAI WHEREAS, the 126" General Assembly in Am. Sub. H.8. 699 appropriated additional bond funds in the amount of $2,000,000 in line item CAP-919 (later renamed. ALI C371H2) to the Project sponsor for the Project; WHEREAS, in accordance with Commission Resolution R-07-44, adopted on November 29, 2007, the Commission approved the expenditure of the $2,000,000 in bond funds from Am. Sub, H.B. 699 so long as certain conditions are met including legal agreements must be executed no later than the Commission's second quarter 2008 Commission meeting; WHEREAS, the Project Sponsor is 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; and WHEREAS, these events have delayed execution of the CUA and CAF beyond the date required in Commission Resolution R-07-44, Section 5, condition (vii. 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 to the ‘Commission's third 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, COMMISSION PROCEEDINGS & INFO12008-05-20 Commission Meeting\Resolutons\R-08XX-NURFC Legal 9 Exonsion doe 5/1672008,Section 4. 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 Tequirements 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 May 20, 2008 by the members of the Ohio Cultural Facilities Commission. Otto M. Budig Jr., Chairman ‘SACOMMISSION PROCEEDINGS & INFOL2K 08-06-20 Commission Meeting\Resolulons\R-08-XX -NURFC Legal 3, Extension doc 5/16/2008