FIRST ADDENDUM TO COOPERATIVE USE AGREEMENT

(LOCAL CONSTRUCTION ADMINISTRATION)

This First Addendum to Cooperative Use Agreement (the "First Addendum") is

entered into and effective as of ____________, 2011, by and between the National
Underground Railroad Freedom Center, Inc., an Ohio not for profit association
(“Project Sponsor”), and the State of Ohio (the "State"), acting by and through the
Ohio Cultural Facilities Commission (the "Commission"), a state agency organized
and operating under Ohio Revised Code Chapter 3383 (the "Act").

Capitalized terms not otherwise defined herein shall have the same meaning as such
terms are defined in the Cooperative Use Agreement, hereinafter described.

RECITALS

1. WHEREAS, the parties hereto entered into a certain Cooperative Use

Agreement, dated July 1, 2008 (the “CU Agreement”), related to a Cultural
Project as defined therein, hereinafter referred to as the Cultural Project.

2. WHEREAS, the Project Sponsor is seeking funding for the Facility (as defined in
the CU Agreement) from the federal government (the “Federalization” of the
Facility) which, if obtained, may require the termination or modification of Project
Sponsor’s agreements with the Commission including, but not limited to a base
lease and management agreement previously entered into with the Commission;
and

3. WHEREAS, the parties wish to amend the CU Agreement to account for the
possible Federalization of the Facility.

4. WHEREAS, further, the Governor has issued Executive Order 2010-09S

requiring certain language be provided in contracts entered into with the State.

5. WHEREFORE, the parties desire to amend the CU Agreement to account for the
foregoing changes.

In consideration of the mutual promises and covenants set forth herein, the parties
agree as follows:
AGREEMENT

1. There shall be inserted in the Agreement under Article V, Representation of the

Parties a new Section 6 titled EXECUTIVE ORDER 2010-09S
REQUIREMENTS. The new Section shall read as follows:

The Project Sponsor affirms to have read and understands Executive Order
2010-09S issued by Ohio Governor Ted Strickland and shall abide by those
 requirements in the performance of this Agreement, and shall perform no
services required under this Agreement outside of the United States. The
Executive Order is provided as an attachment and also is available at the
following website: (http://www.governor.ohio.gov/Default.aspx?tabid=1495).

The Project Sponsor also affirms, understands, and agrees to immediately

notify the Commission of any change or shift in the location(s) of services
performed by the Project Sponsor or its subcontractors under this Agreement
and no services shall be changed or shifted to a location(s) that are outside of
the United States.

The Order is attached hereto as Appendix 1 and incorporated herein by

reference.

2. There shall be inserted in the Agreement under Article V, Representation of the

Parties a new Section 7 titled TERMINATION, SANCTIONS, DAMAGES FOR
VIOLATION OF ORDER 2010-09S. The new Section shall read as follows:

The Commission is not obligated and shall not pay for any services provided
under this Agreement that the Project Sponsor or any of its subcontractors
performed outside of the United States. If services are performed outside of
the United States, this will be treated as a material breach of the Agreement,
and Project Sponsor shall immediately return to the Commission all funds paid
for those services.

In addition, if the Project Sponsor or any of its subcontractors perform any

such services outside of the United States, the Commission may, at any time
after the breach, terminate this Agreement for such breach, upon written
notice to the Project Sponsor. If the Commission terminates this Agreement,
the Commission may buy substitute services from a third party, and the
Commission may recover the additional costs associated with acquiring the
substitute services.

If the Project Sponsor or any of its subcontractors prepares to perform

services, changes or shifts the location(s) of services performed by the Project
Sponsor or its subcontractors under this Agreement to a location(s) outside of
the United States, but no services are actually performed, the Project Sponsor
has 30 days to change or shift the location(s) of services performed to
location(s) within the United States. The Commission may recover liquidated
damages in the amount of 10% of the value of this Agreement for every day
past the time permitted to change or shift the location(s).

3. Article XVI, Assignment, shall be deleted in its entirety and replaced with the
following:

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 The Project Sponsor will not assign any of its rights nor delegate any of its
duties and responsibilities under this Agreement without prior written consent
of the Commission. Any assignment or delegation not consented to may be
deemed void by the Commission.

4. The parties hereto agree that prior to Project Sponsor obtaining Federalization
of the Facility, the Project Sponsor shall provide to the Ohio Public Facilities
Commission (the “OPFC”), the Treasurer of State and the Commission an
opinion of a nationally recognized bond counsel, acceptable to the Treasurer of
State, and addressed to the OPFC, the Treasurer of State and the
Commission, stating that the financing structure, ownership and/or
operational/management structure, including, but not limited to, the termination
of the base lease and/or the management agreement with the Commission (if
required for Federalization), will not a) adversely affect the validity of the state-
issued tax-exempt bonds; and b) will not adversely affect the exclusion of the
interest on the state-issued tax-exempt bonds from the gross income of the
holders of the state-issued tax-exempt bonds for federal income tax purposes.

5. All other terms and provisions of the Agreement, except as modified in this First
Addendum, shall remain in full force and effect.

IN WITNESS WHEREOF, the Project Sponsor and the Commission have caused
this First Addendum to Cooperative Use Agreement to be executed by their duly
authorized representatives as of the day and year first above written.

Signed in the presence of: NATIONAL UNDERGROUND RAILROAD

FREEDOM CENTER, INC.

_______________________________
Signature

_______________________________ By: ________________________________

Printed Name _____________________________

_______________________________
Signature

_______________________________
Printed Name

Signed in the presence of: STATE OF OHIO, acting by and through the
OHIO CULTURAL FACILITIES
COMMISSION
_______________________________
Signature

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_______________________________ By: ________________________________
Printed Name Kathleen M. Fox, Executive Director

_______________________________
Signature

_______________________________
Printed Name
Approved as to form:

Mike DeWine, Ohio Attorney General

on attached approval form dated: _____