Memorandum

Date: May 1, 2008

To: Kathy Fox,

Executive Director

From: Tony Capaci,

Project Manager

Prepared By: Bernard Cason,

Project Analyst

RE: National Underground Railroad Freedom Center (“NURFC”)

Resolution Requirements

Resolution R-07-44 Requirements

(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;

NURFC submitted a title of opinion letter that Tom Rocco

requested to be redone. We have made the request and our
waiting the revised letter. Tom Rocco reviewed the revised
title of opinion letter and was fine with it. (Please see attached
email).

(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;

We are waiting for Mechanic’s Liens to be resolved. Liens

were resolved, also reviewed by Tom Rocco and were
deemed clear. (Please see attached email).

(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;

The IRS issued a final determination letter in December, 1995

which grated NURFC tax exemption under section 501©(3) of
the Internal Revenue Code. A search of the IRS website on
4/18/08 indicate NURFC is active and in good standing.

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(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;

Verification of Registration with the State of Ohio Attorney

General’s Office, Charitable Law Section was returned 4/29/08
showing NURFC is currently in good standing.

(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;

An internet search of the Secretary of State Business Inquiry

webpage indicates that NURFC has an active registration with
the State which expires October 27, 2009.

(vi) the Project Sponsor provides the Commission with copies of the
construction bids and consultants’ contracts;

Construction bids for the construction phase of the project

were previously provided as the construction is complete.

(vii) the Project is fully funded, as described below, and as determined

in the sole discretion of the executive director of the Commission;

The total project cost is $117,744,000. The project sponsor

has confirmed $110,794,000 and anticipates $7,750,000 in
future investment income. Prior state appropriations equal
$12,650,000 and the current appropriation is $2,000,000 with a
total $14,650,000.

(viii) the Project Sponsor and the Commission execute amendment to

the Lease Agreement, the Cooperative Use Agreement and the
Construction Administration And Funding Agreement, and any
other required documents on or before the Commission's second
quarter 2008 meeting;

The Cooperative Use Agreement, First Amendment to the the

Construction Administration and Funding Agreement,
Second Amendment to the Base Lease, and the Memorandum
of Lease are under review by the Project Sponsor.

(ix) the Project Sponsor has provided the Commission with a copy of
its resolution or ordinance authorizing its execution of an
amendment to the Cooperative Use Agreement and the execution
of a Cultural Facility Construction Administration and Funding
Agreement, and any other required documents;

The Board of Trustees of NURFC executed a document on

March 9, 2007 authorizing execution of “…the cooperative
use agreement, the cultural facilities construction

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 administration and funding agreement, the amendment to the
management agreement and any other necessary legal
documents and to take certain other actions” in association
with State funding administered through the Commission.

(x) the Attorney General has reviewed and approved the documents,
as appropriate;

The legal documents were approved as to form as far as

tracked changes go and subject to marked revisions by AAG
Lori Payne on April 8, 2008.

(xi) the Controlling Board or the Director of the Office of Budget and
Management, as required by law, approves and certifies the
release and availability of funds;

The Controlling Board request AFC01000026 for NURFC was

approved on April 14, 2008.

(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;

A search of the Auditor of State database completed on April

18, 2008, indicated there are no findings for recovery filed
against NURFC.

(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

A DMA was signed by Gary Dowdell on March 12, 2007.

Additional Supporting Materials Attached:

‰ Environmental Phase I waiver/information

‰ Insurance certificates
‰ Invoice Approval Form

‰ Do not concur

‰ Concurrence by the Executive Director

Date

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