2-NURFC Resolution.Cultural.NP.Owner

8/7/2019 2-NURFC Resolution.Cultural.NP.Owner

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RESOLUTION NO. R-11-06

OHIO CULTURAL FACILITIES COMMISSIONFEBRUARY 8, 2011

A RESOLUTION DETERMINING THAT THERE IS A NEED FOR THEPROJECT RELATED TO THE NATIONAL UNDERGROUNDRAILROAD FREEDOM CENTER AND DETERMINING THAT THEREIS SUBSTANTIAL REGIONAL SUPPORT FOR THE PROJECT,DETERMINING THE CONSTRUCTION ADMINISTRATOR,DETERMINING PROVISION OF GENERAL BUILDING SERVICES,APPROVING THE PROJECT AND AUTHORIZING THEEXPENDITURE OF FUNDS, AUTHORIZING THE EXECUTION OF ACAPITAL EXPENDITURE REIMBURSEMENT AGREEMENT AND THETAKING OF CERTAIN OTHER ACTIONS.

WHEREAS, the Ohio General Assembly (the “General Assembly”) established the OhioCultural Facilities Commission (the “Commission”) under Chapter 3383 of the OhioRevised 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 requiredthat state funds, including the proceeds of state bonds, not be spent on the constructionof any Ohio cultural facility until (i) the Commission has determined that there is a needfor the cultural project and the Ohio cultural facility related to the project in the region ofthe state for which the Ohio cultural facility is proposed to be located, and (ii) provisionhas been made, by agreement or otherwise, satisfactory to the Commission, as anindication of substantial regional support for that Ohio cultural facility, for localcontributions amounting to not less than fifty (50) percent of the total state funding for thecultural project and the Commission has established guidelines for such evaluation anddeterminations;

WHEREAS, the 127th General Assembly in 562 appropriated bond funds in the amount

of $850,000 in ALI C371H2 for National Underground Railroad Freedom Center, ownedand operated by National Underground Railroad Freedom Center (the “ProjectSponsor”). The Project Sponsor proposes to utilize the appropriation for constructionexpenses previously incurred (the “Project”) at] the National Underground RailroadFreedom Center (the “Facility”);

WHEREAS, the Ohio General Assembly has authorized the Treasurer of State to issuebonds for the purpose of funding Ohio Cultural and Sports Facility projects, including theProject, which issuance the Treasurer of State has or will undertake;

WHEREAS, the Project Sponsor, operating as a 501(c)(3) non-profit corporation, is thefee simple owner of the Facility; and

WHEREAS, the Commission has reviewed a project application form submitted by theProject Sponsor and Commission staff recommendation and has also heard andconsidered oral presentations made at the Commission meeting held on the date of thisresolution.



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NOW, THEREFORE, BE IT RESOLVED:

Section 1. Determination of Need. In accordance with Section 3383.07(D)(1) of the Act,the Commission hereby determines that there is a need for the Project in region of thestate where the Project is located.

Section 2. Determination of Substantial Regional Support. In accordance with Section3383.07(D)(2) of the Act, the Commission hereby determines that, as an indication ofsubstantial regional support for the Project, provision has been made and evidencepresented 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. Determination of the Construction Administrator. The Commission herebyaccepts the recommendation of the Executive Director and independently determinesthat the Project Sponsor be permitted to act as construction administrator on the Projectin accordance with Section 3383.07(A) of the Act.

Section 4. Determination of the Provision of General Building Services. TheCommission hereby determines that the Project Sponsor shall provide general buildingservices, in accordance with Section 3383.07(C) of the Act.

Section 5. Approval of the Project and Authorization of the Expenditure of Funds. Inaccordance with Section 3383.07 of the Act, the Commission hereby approves theProject and authorizes the expenditure of funds in an amount not to exceed $850,000subject to the following conditions:

(i) the Project Sponsor provides the Commission staff with evidenceof its real property interest in the site (for a period of at least fifteen[15] years), free of any mortgages, liens or other encumbrancesunacceptable to the Executive Director of the Commission in hersole discretion;

(ii) the Project Sponsor provides the Commission staff with acertification that information contained in documents submitted toCommission staff is true and accurate to the best of the ProjectSponsor’s knowledge and belief, that this certification extends tofuture submissions, and acknowledging the receipt of thisresolution and the conditions set forth herein;

(iii) the Project Sponsor provides the Commission with evidencesatisfactory to the Executive Director of the Commission that it isan eligible 501(c)(3) corporation in good standing with the InternalRevenue Service;

(iv) the Project Sponsor provides the Commission with evidencesatisfactory to the Executive Director of the Commission that it isin good standing with the Attorney General’s Office, CharitableLaw Section;

(v) the Project Sponsor provides the Commission with evidencesatisfactory to the Executive Director of the Commission that it isin good standing with the Secretary of State’s Office;

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(vi) a search of the Auditor of State database established pursuant to

Section 9.24 of the Ohio Revised Code concludes that the ProjectSponsor has no unresolved findings for recovery;

(vii) the Project Sponsor provides the Commission staff with copies ofthe construction bids, consultants’ contracts and constructioncontracts;

(viii) the Project is Fully Funded. “Fully Funded” means that funds havebeen raised for the total costs of the Project including all hardcosts, soft costs and start-up costs and, the operating endowmentfor the Project. “Raised” means receipt of written pledges fromcreditworthy entities, written funding commitments fromgovernmental entities, written guarantees from creditworthyentities (in a form approved by the Ohio Attorney General’sOffice), cash receipts or any combination of the foregoing, all as

determined in the sole discretion of the Executive Director of theCommission;

(ix) the Project Sponsor provides the Commission staff with complete,accurate and updated documentation of material changes inproject costs, project scope or other relevant information affectingthe organization or the Project;

(x) the Project Sponsor and the Commission execute a CapitalExpenditure Reimbursement Agreement and any other requireddocuments on or before the Commission's third quarter 2011meeting;

(xi) the Project Sponsor has provided the Commission staff with acopy of its resolution or ordinance authorizing its execution of a

Capital Expenditure Reimbursement Agreement and any otherrequired 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 andManagement, as required by law, approves and certifies therelease and availability of funds;

(xiv) the Project Sponsor provides the Commission with a signedDeclaration Regarding Material Assistance/Nonassistance to aTerrorist Organization (DMA) pursuant to Senate Bill 9 of the 126 th General Assembly;

(xv) the Project Sponsor provides the Commission with a signedAffirmation and Disclosure Form pursuant to Executive Order 2010-09S “Banning the Expenditures of Public Funds for OffshoreServices; and



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(xvi) the Project Sponsor provides any other documents requested byCommission staff;

(xvii) the Project sponsor provides a guarantee by John Pepperacceptable to the Executive Director at her sole discretionguaranteeing the $850,000 appropriation;

(xviii) the Project sponsor provides a business plan, approved by theFreedom Center board of directors, addressing the necessarysteps the Freedom Center will have to undertake in order to meetthe potential needs should the Sponsor prepared projected cashflow positive balances not be met; and

(xix) release of first lien position should the Freedom Center obtainfederal legislation.

Section 6. Authorization of Execution of a Capital Expenditure ReimbursementAgreement. 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 anddelivered, a Capital Expenditure Reimbursement Agreement with the Project Sponsor, inthe name and on behalf of the Commission, as the Chairman or Executive Directordeems necessary or appropriate to carry out the intent of the foregoing resolution. Theexecution of such agreements by the Chairman or the Executive Director shall beconclusive evidence of the exercise of the discretionary authority conferred herein.

Section 7. Authorization of Execution of Other Documents, Taking Other Actions. TheChairman or the Executive Director of this Commission be, and hereby is, authorizedand directed to execute and deliver, or cause to be executed and delivered, all suchdocuments, agreements, instruments or certifications, or to do, or cause to be done, allsuch acts and things, in the name and on behalf of the Commission, as the Chairman orthe Executive Director may deem necessary or appropriate to carry out the intent of theforegoing resolution. The taking of such action or the execution of any such agreementsby 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 staffinformed in writing and by presentation at a future Commission meeting, if requested bythe Commission or its Executive Director, of any matters financial, organizational, orotherwise that will have any impact on the construction of the Project and/or operation ofthe cultural facility.

Section 9. Open Meeting. All formal actions of this Commission concerning and relatingto the adoption of this resolution were taken and adopted in an open meeting of thisCommission, and all deliberations of this Commission that resulted in those formalactions were in meetings open to the public, and in compliance with all legalrequirements including Ohio Revised Code Section 121.22.

IN WITNESS WHEREOF, the undersigned hereby certifies that the foregoing Resolutionwas duly adopted at a meeting held on February 8, 2011 by the members of the OhioCultural Facilities Commission.

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Craig A. Marshall, CPA, Secretary-Treasurer Deleted: [SIGNING AUTHORITY]

