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OHIO CULTURAL FACILITIES COMMISSION

MINUTES OF NOVEMBER 29, 2007 MEETING

Members Attending: Chairperson Ronald A. Pizzuti, Vice Chair Barbara S. Robinson, andCommission Members Adam K. Brandt, Otto M. Budig Jr., William A. Erdos, Julie T. Kunkel,Harry J. Lehman, and Cynthia B. Thompson

Members Absent: Secretary-Treasurer George R. Oberer Sr.

Ex-Officio Member Attending: Representative Shawn N. Webster and Executive Directorof the Ohio Arts Council, Julie S. Henahan

Ex-Officio Members Absent: Senator David Goodman

Staff Attending: Kathleen Fox, Executive Director; Mandy Agler, Operations Coordinator;Amanda Alexander, Intern; Marti Bartos, Project Analyst; Tony Capaci, Project Manager;Bernard Cason, Project Analyst; Samantha Cothern, Project Manager; Jessica Fagan,Communications Manager; Myra LaCava, Financial Officer; Dave Wartel, AssistantDirector/COO; Keith Wiley, Management Information Coordinator; Barbara Witt, Manager,Project Services; and LeeAnne Woods, Project Manager.

Guests Attending: Lori Payne, Attorney General’s Office; George Kane, Ohio HistoricalSociety; Lee Weingart, LNE Group; John Holtzhauser, Western Reserve Historical Society;Barbara R. Nicholson and Darla Reid, The King Arts Complex; Tracy Wilson, The Works; S.Georgia Nugent, Sarah Kahrl, and Meg Galipault, Kenyon College; Donald Murphy andGary Dowdell, National Underground Railroad Freedom Center; Hal Sheaffer and GordonBlack, Johnny Appleseed Heritage Center, Inc.; David Waterman, Lori Hauser, and CarlNelson, COSI Toledo.

Call to Order and Approval of Minutes of Prior Meeting Chairman Pizzuti called the Fourth Quarter 2007 Ohio Cultural Facilities CommissionMeeting to order at 10:09 a.m. by asking for a motion to approve the minutes of the August16, 2007 Commission meeting. The motion was made by Commission Member AdamBrandt and seconded by Member Barbara Robinson. Upon Chairman Pizzuti’s call for avote, the August 16, 2007 Commission meeting minutes were adopted with no correctionsor additions.

Call for Public CommentChairman Pizzuti called for public comment. There were no comments.

Mr. Pizzuti asked Kathleen Fox for the Executive Director’s Report.

Executive Director’s ReportMs. Fox welcomed the project sponsors attending the meeting and expressed appreciationfor their hard work and cooperation with Commission staff in preparation for the Novembermeeting.






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projects due to shifting priorities or left-over contingency funds. She indicated that, ratherthan the Commission approval being restricted to specific sites, the current proposal is forthe funds to be used at any OHS-managed sites that met certain criteria. The Commissionhas previously approved OHS funding without listing specific sites as long as the followingcriteria are met. The criteria for this project are: the project is located at a site that meetsdefinition of state historical facility in the Ohio Revised Code; the scope meets the original

intent of the appropriation; and the cost does not exceed the appropriated amount. Ms.Cothern then introduced George Kane, Director of Facilities for the Ohio Historical Society.

Mr. Wartel presented resolution R-07-34 for discussion.

Commission Member Harry Lehman inquired as to whether some of the funds are to bespent on sites which have been identified for deaccessioning. Mr. Kane explained thatsome sites may be deaccessioned and that OHS must improve some sites in order for somelocal sponsors to accept the transfer of property. Executive Director Fox explained that ifproperties were transferred from OHS or state ownership to local ownership, the appropriatelegal documents would need to be signed between local organizations and the Commissionfor the time when the state bonds would be outstanding.

Commission Member Otto Budig asked how contingencies are budgeted for projects andwhether leftover money can be moved to other projects. Mr. Kane stated that OHS is ableto move funds within an appropriation line item so long as the total expenditure does notexceed the amount of the appropriation and the purpose matches the appropriationdescription.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Lehmanmoved to approve Resolution R-07-34. This was seconded by Barbara Robinson. Therewas no further discussion. The motion carried with no opposition.

Karamu House (Cuyahoga County) – Resolution R-07-35

Mr. Wartel introduced the next project, Karamu House. This Cleveland cultural artsorganization presents theatre programs and arts education and includes a childdevelopment center. It has a $100,000 state capital appropriation through the Commission.

Project Manager Samantha Cothern explained that the primary use of the appropriation willbe the purchase and installation of a new boiler system. The current boiler is old andfrequently under repair and may not last through the winter. Any remaining funds areplanned to go towards a new dance floor in the main building. Work will begin as soon aspossible.

Ms. Cothern then introduced guest Lee Weingart, president of the LNE Group, a consultingfirm that is working with Karamu House.

Mr. Wartel then described resolution R-07-35 as a standard cultural project resolution withone extra stipulation. Due to the nature of the financial history of the organization, theproject sponsors have agreed to additional financial assurance, in the form of either a lienposition against the real estate or a written guarantee in the amount of the State investment.This ensures that, should the organization be unable to continue operation for the full 15years of the bond term, the State will be able to recoup its investment. Mr. Wartel thenpresented R-07-35 for discussion.




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Commission Member Lehman asked if the new Cuyahoga Arts and Culture organizationwas up and running. Mr. Weingart replied that he expects the CAC will award $18 million ingrants next year. Karamu has applied for funding and expects to receive $150,000 to$200,000 per year for the next 3 years.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Adam Brandt

moved to approve resolution R-07-35. The motion was seconded by Barbara Robinson.There was no further discussion. The motion carried with no opposition.

Trumpet in the Land (Tuscarawas County) – Resolution R-07-36 The next agenda item presented by Mr. Wartel was Trumpet in the Land, also known asShoenbrunn Amphitheatre. It received an appropriation of $100,000 in 2002. The projectwas approved by the Commission in 2003, but due to problems in executing legalagreements because of the ownership of the property, the project was never commenced.When the project sponsor came back to the Commission recently, the Commission staffbegan the assessment process again, due to the passage of time since the Commission’soriginal approval. The property owners (Tuscarawas County Commissioners) were asked tobecome involved in the discussion so that legal agreements could be more easily executed.

Project Manager Cothern explained that the project will include carpentry work on the stageand stage turntable, electrical upgrades, rebuilding of the horse shelter and fencing, and anew roof and enclosure system for the pavilion. The Ohio Outdoor Historical DramaAssociation has based their scope of work on updates of previous quotes and estimates.Work is scheduled to begin in April 2008, but will be on hold during the summerperformance season, and will resume in September. The project is slated to be completedin May 2009 for the 2009 performance season. Ms. Cothern introduced MargaretBonamico, General Manager of the Shoenbrunn Amphitheatre, and Chris Abbuhl,Tuscarawas County Commissioner.

Mr. Wartel told the Commission that resolution R-07-36 will rescind resolution R-03-33 and

approve expenditure of $100,000 for the project.

Mr. Pizzuti asked for questions. There were none. Chairman Pizzuti asked for a motion, asecond, and then called for the vote. Adam Brandt moved to approve and William Erdosseconded. The motion carried with no opposition and no abstentions.

Holmes County Historical Society – Resolution R-07-37Mr. Wartel introduced the next agenda item, Holmes County Historical Society’simprovements to its Victorian house museum, built in 1900. It is a 28-room home used as alocal history museum. The project received a $140,000 appropriation in the December 2006capital bill.

Project Manager Cothern explained that this project will consist of replacing the roof with amore historically accurate slate roof, the re-pointing of chimneys, and installation of flashing.As the project has gone out to bid and came in under budget, the sponsors have decided topurchase an emergency backup generator. Re-pointing has already been completed androof replacement is to begin in spring 2008. Mark Boley was available by phone forquestions.

Mr. Wartel then presented resolution R-07-37, noting that the Commission staffrecommends approval.




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Chairman Pizzuti asked for a motion, a second, and then called for the vote. Vice ChairBarbara Robinson moved to approve resolution R-07-37 and this was seconded by MemberWilliam Erdos. The motion carried with no opposition, and no abstentions.

Mr. Lehman asked if Commission staff visited all the project sites. Ms. Cothern and Director

Fox responded that due to understaffing during the prior two years of reduced operatingfunding, the staff has been unable to visit most of the sites. With the restored staffing levelit will be possible to visit many more project sites.

Western Reserve Historical Society (Cuyahoga County) – R-07-38

Mr. Wartel introduced the next project. The Western Reserve Historical Society operatesseven sites in five counties of northeast Ohio. The East Boulevard Campus is located in theUniversity Circle area of Cleveland and is a main cornerstone of their operations. Thiscampus includes a modern library, the Crawford Auto-Aviation Museum, and two historicmansions, including the Hay-McKinney Mansion.

Project Manager Cothern explained that the Hay-McKinney Mansion was built in 1910 andwater infiltration issues have caused deterioration to exterior components of the building andinterior growth of mold and mildew. The Society has contracted with Chambers, Murphyand Burge Architects, a firm with extensive experience in historical preservation, to do acomplete, holistic restoration of the house and grounds, utilizing the entire $1,000,000appropriation. Work is scheduled to begin in spring 2008 and be completed by November.Ms. Cothern introduced John Holtzhauser, Society Vice President of Finance andAdministration.

Mr. Wartel introduced resolution R-07-38, which includes authorization for expenditure of thefull $1,000,000 appropriation.

Commission Member Otto Budig asked Mr. Holtzhauser to comment on why revenues as ofOctober were about half that of the preceding two years.

Mr. Holtzhauser responded that the Society has been restructuring in response to threemajor revenue losses incurred two and a half years ago: loss of federal funding of $400,000per year; reduced state funding from $800,000 per year down to $250,000 per year; andreductions in endowment draw from 7.5% to 4.5% as recommended by the Society’sinvestment committee. These losses amount to a decrease of about $1.25 million in theirrevenue budget. The Society has been working to restructure and foresees a FY 2007deficit of about $600,000. There is a plan to reduce the FY 2008 deficit to $100,000.

Mr. Lehman asked if the Society is eligible for grants from the new Cuyahoga Arts and

Culture fund.

Mr. Holtzhauser replied that the Society has applied and been approved for a grant, but willnot know how much will be awarded for another week.

Mr. Lehman asked what fundraising has been undertaken.

Mr. Holtzhauser replied that the traditional donor base that had been targeted wascorporations and foundations in northeast Ohio. However, in recognition that the majority of






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two separate owners: the City of Columbus and the York Masons Building Association. Ineach case, the building leases have terms inconsistent with the Commission’s standardcooperative use agreement. Because of this, the Commission is requesting that some ofthe local sponsor’s funds be set aside for repayment of the State investment in the eventthat leasing of these buildings is terminated before the full term of the cooperative useagreement.

Project Manager LeeAnne Woods explained that several projects will be completed with thestate appropriation, the largest being an interactive Goree Island display. This is arecreation of the corridor leading to the 'doorway of no return', the doorway slaves exited toboard slave ships to cross the Atlantic. This exhibit will complement the Middle Passageexhibit which was previously installed. Other projects include replacement of an exteriorsidewalk, replacement of fire system components, installation of a new sump pump, waterguards, water proofing treatment and mold prevention, and lighting and curtain upgrades forthe theatre. The total budget is $155,000 with a state appropriation of $150,000. Allprojects are either complete, in process, or will begin within the next few months. TheGoree Island exhibit is slated to be completed January 15, 2008. The unveiling and ribboncutting has been scheduled for the January 21st Martin Luther King, Jr. birthday celebration.

Ms. Woods introduced Barbara Nicholson, Executive Director, and Darla Reed, FacilitiesDirector.

Mr. Wartel introduced resolution R-07-40, with standard determinations and approval tospend the appropriation, plus an additional condition requiring the King Arts Complex to setaside an amount equal to the state appropriation in case either of their leases do not go toterm with the cooperative use agreement. He indicated that the local sponsor has agreed tothese conditions.

Mr. Lehman asked if the Commission had previously acted on the other $350,000 from thestate appropriation. Ms. Fox replied that the Columbus Association for the Performing Arts(CAPA) has not submitted materials for the remaining funds that are intended to be used for

the Lincoln Theatre restoration, and no related proposals had previously come before theCommission.

Mr. Lehman inquired whether the King Arts Complex will be asking for more funding fromthe next capital budget. Ms. Nicholson replied that they will not, but she couldn't speak forthe Lincoln Theatre group. There was some discussion as to the ownership of buildings onthe property. Ms. Fox noted that staff had done a site visit for this project, since it is locatedin Columbus.

Mr. Pizzuti asked what was being done to extend the leases on parts of the property. Ms.Nicholson responded that the board has appointed a committee to approach this issue.They expect the City of Columbus to be very cooperative. In the case of the theatre

building, which is owned by the York Mason Building Association, the committee is lookingto purchase the building. She said that the building is not in danger of being sold to anyother entity and progress should be made on this within the next 2 years.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. MemberThompson moved to approve resolution R-07-40, Member Robinson seconded. The motioncarried with no opposition and no recusals.




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Ms. Nicholson asked to comment further. "I really would like to say thank you to all of you,but particularly the staff. I felt at times that I was the thorn in their sides, but as many timesas I called, as this was the first time we'd gone through this process, they were absolutelywonderful, and never did I get a feel that we were annoying them. Starting from theExecutive Director all the way down, I think we had great guidance and you need to hearhow terrific the staff is in working with us. I feel compelled to say that because I was calling

some days three times a day."

Ms. Fox responded that the staff has appreciated working with Barbara Nicholson, that sheis a highly capable arts administrator and very likely to get what is needed on the propertyleases.

The Works: The Ohio Center for History, Art & Technology (Newark) – R-07-41

Mr. Wartel moved on to the next project. The Works is located in Licking County. Itpreviously received a $1,000,000 appropriation in 1999. It opened in 1996 as a science andtechnology center that has exhibits focusing on science, technology, art, and history.

Ms. Woods stated that the current project is the newest in a series of interactive lab exhibitswhich offer hands-on learning with a focus on math and electricity. The project is budgetedat $112,500, with a state appropriation of $75,000. Installation will take place in December,with a grand opening on January 12th, 2008. She introduced guest Tracy Wilson, Directorof Development for The Works.

Mr. Wartel introduced resolution R-07-41, which is a standard resolution, authorizingexpenditure of the entire $75,000 appropriation.

Commission Member Budig inquired as to the nature of the private contributions referencedas a funding source in the Project Analysis and Staff Recommendation. Ms. Woods repliedthat the 'cash on hand' referenced in the materials included various grants already received

and the ‘private contributions’ consisted of a single contribution from the LefevreFoundation. An award letter from the Lefevre Foundation and supporting documentation forthe other grants are included in the exhibits to the Project Analysis and StaffRecommendation.

Commission Member Brandt asked about involvement with local schools in Licking County.Ms. Wilson replied that every school in Newark has been to the facility through its schooltour program. Parts of nine counties have been reached, with the only major restrictionbeing lack of busing for some schools. Mr. Brandt asked if there was any affiliation withDenison University. Ms. Wilson said there is no current direct affiliation; however somevolunteers come from Denison. Ms. Fox commented that some museums have beguncreating endowments to cover transportation costs for schools. Ms. Wilson noted that The

Works has begun discussions with some potential donors to offer scholarships for studentswho take art classes. Newark City Schools was unable to pass a recent levy, sodiscussions are in early stages.

Mr. Pizzuti requested a motion to approve resolution R-07-41. Mr. Lehman moved toapprove, and Cynthia Thompson seconded. There being no further discussion, ChairmanPizzuti called for the vote. The motion carried with no opposition and no recusals.




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Wood County Historical Center and Museum R-07-42

Mr. Wartel introduced the next project, which received a $220,000 appropriation. Theproject is on the site of the historic poor farm and Wood County Infirmary. The site isoperated through a contract with the Wood County Historical Society. The project sponsorhere will be Wood County, which has an agreement with the historical society. An updated

resolution R-07-42 was added (on yellow paper) to Commission meeting notebooks at thebeginning of the meeting. Changes include: 1) acknowledgement of legal agreementsbetween the County and the Historical Society; 2) requiring the 501(c) (3) Historical Societyto provide evidence of good standing with the State and the IRS; and 3) an item aboutinsurance coverage, because of the relationship between the County and the HistoricalSociety.

Director Fox added that the updated resolution was the result of comments generatedduring a briefing call with Member Lehman, due to the fact that the County owns the landbut the Historical Society will carry out the programming and will be responsible forcompleting all the requirements. The Historical Society was assigned the requirements thatare typical for a 501(c)(3), while the County was given charge of meeting the other

requirements.

Project Manager Woods stated that the project includes the replacement of two porches ontwo stories of the building. The wood decking, post railings, and handicap ramps haverotted and will be replaced with pressure-treated or mahogany wood to match the originaldesign. These porches wrap around 3 sides of the mid-1800s former infirmary. The projectis budgeted at $435,000 with a state appropriation of $220,000. The project is scheduled tobegin in January of 2008. The project sponsor was available by phone in the event thatthere were questions they needed to answer.

Chairman Pizzuti asked if the original architecture will be duplicated. Ms. Woods stated thatthe materials and architecture will be as historically accurate as possible.

Mr. Wartel then introduced resolution R-07-42, with all standard determinations andapprovals, plus the aforementioned additional conditions, and approves expenditure of thefull $220,000 appropriation.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. BarbaraRobinson moved to approve resolution R-07-42. Cynthia Thompson seconded the motion.There was no further discussion. The motion passed with no opposition and no recusals.

Horvitz Center for the Arts (Gambier) - R-07-43

Mr. Wartel introduced the next project, located at Kenyon College in Gambier, Ohio.

Kenyon College is the oldest institution of higher education in the State of Ohio, establishedin 1824. The Horvitz Center will be the new visual arts center on the campus, which willinclude both exhibit and educational spaces.

Project Manager LeeAnne Woods summarized the project. The state appropriation of$750,000 will be used for furnishings and equipment in the public programming areas of theHorvitz Center. The center is comprised of two buildings. In the art history building, amuseum will offer interpretive art and cultural artifacts for the public to enjoy. The studio artbuilding will house temporary exhibits of contemporary art by faculty and visiting artists. The








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Mr. Wartel welcomed Don Murphy, CEO of the National Underground Railroad FreedomCenter, and Gary Dowdell, CFO/COO.

Mr. Lehman asked the guests if they would be requesting an additional appropriation in thenext capital bill, to which they replied they would. Mr. Dowdell commented that part of theoriginal funding for the project assumed support of about $15.5 million from the State. They

have received approximately $12 million to date and are expecting about 2.9 million morefrom the combination of the current appropriation of $2 million plus $850,000 from a newappropriation being sought in the next capital bill. He indicated that this would completewhat NURFC understood to be the initial offer of support from the State.

Chairman Pizzuti commented on his appreciation for the Center based upon his visits to thefacility on a number of occasions when he was in Cincinnati. Mr. Pizzuti observed that theexhibitions were substantially the same as at the opening of the facility. He asked howattendance figures are, with the problems of insufficient funds to change exhibits. Mr.Murphy confirmed that budget shortfalls have affected attendance. He noted several waysin which the Center has sought to engage the public without changing exhibits, such asFreedom Saturday programs engaging children in activities from puppet shows to doll

making so that children are more attracted to the Freedom Center. They have also invitedlocal artists to suggest ways to appeal to a wide variety of audiences. He said that there isan endowment campaign to raise funds for changing exhibits. Mr. Dowdell added that 2006was the first year of heavy involvement in changing exhibits. Before this they had relied onbeing a new facility in the area.

Mr. Dowdell noted that a recent market analysis shows only about 10% of the local markethas been penetrated, leaving much room to grow. Chairman Pizzuti advised morestatewide promotion because Ohioans are largely unaware of the Center’s existence, and itis a unique museum.

Mr. Lehman asked how donor support was faring. Mr. Murphy replied that support remains

solid. They have raised over $100,000 on each of three separate occasions by taking theFreedom Center’s programs on the road across the nation to corporate fundraisers. Moreare planned in the year ahead. He believes this model is working well because the Centerhas a national significance and has a national board.

There was discussion regarding marketing. The Bengals have posted NURFC ads onscoreboards and donated players for community events. Phil Castellini, Senior VicePresident of Operations for the Cincinnati Reds, is on the NURFC board of directors. OprahWinfrey has in the past donated funds for her very popular exhibit, but has been difficult toreach of late due to her focus on philanthropy in South Africa.

Member Barbara Robinson expressed her reservations toward donor fatigue and finances to

which Mr. Murphy replied that they made some mistakes early on, but are changing theirbusiness model. This includes significant reductions to salaries and overhead. Recruitmenthas attracted new board member Bruce Gordon, former head of Verizon and the NAACP,and celebrities such as Susan Taylor.

Representative Shawn Webster asked for detail of the aforementioned $15 million from thelegislature.




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Mr. Dowdell replied that this commitment dates to before construction, at least 8 to 10 yearsto before he joined the Center in 2004, and the commitment is nearly completed.Representative Webster noted that any give Ohio General Assembly cannot makecommitments for future General Assembly, and with term limits if this commitment wasmade 8 or 10 years ago, the people who made the commitment are no longer in thelegislature. Mr. Dowdell said that he believes they have been good stewards in the region

by not drawing too much from regional sources so that other projects can get funding aswell.

Mr. Webster inquired as to what their region was. Mr. Dowdell listed Hamilton andsurrounding counties, including Butler County, as well as northern Kentucky.Representative Webster stated that he represents Butler County, but has never beenconsulted on this project. Mr. Murphy then committed to personally communicate withRepresentative Webster in the future.

Commission Member Thompson asked Mr. Murphy and Mr. Dowdell how long they hadbeen with the Freedom Center and stressed the importance of continuity of leadership. Mr.Murphy stated that he came on board during a transition in February, and then took over as

CEO in May 2007. Mr. Dowdell has been there since 2004.

Mr. Murphy emphasized that upon his retirement from the National Parks Service, he andhis wife committed to work on certain issues, such as modern day slavery. He said he feltthis work was his calling in life and he feels this position is an opportunity to respond to thatcalling.

Commission Member Budig confirmed that the addition of Mr. Murphy to NURFC’s team hasbolstered public perception to a new level of energy and sustainability.

Mr. Wartel then introduced resolution R-07-44, which confirms findings made in previousresolutions for the project, and approves the additional expenditure of $2 million, subject to

the conditions outlined. These include the leasehold interest, clearing of liens, and theestablishment of an escrow account. The resolution also confirms the previousauthorization to execute legal agreements, which in this case will be a lease extension, acooperative use agreement, and the termination of the existing management agreement infavor of the cooperative use agreement. He presented the resolution for discussion.

Mr. Pizzuti asked the NURFC representatives if they were comfortable with the conditions ofthe resolution. Both agreed that they were.

Don Murphy said “we are comfortable with them and we had a great deal of discussion withthe staff on this, and the staff has been very helpful in getting us where we are. This hasbeen a partnership with the staff, and as someone else made a comment about how good

the staff has been to work with, they have been tremendous in being able to work with usand work through this. We have gotten more and more comfortable with this as we’ve goneon and worked with our banks on this as well.”

Mr. Dowdell cautioned that the banks are currently looking over the requirements and hebelieves that the extension of the lease term is a concern for them. He believes it willprobably be approved, but may increase the cost of borrowing. Currently NURFC paysabout 1.25% for the bank’s letter of credit, but with the extended lease term the bank maydecide there is additional risk and increase the interest rate.




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Mr. Pizzuti asked if a mistake was made in the resolution by mentioning Bank One NorthAmerica, which has since changed to Chase Bank.

Mr. Wartel and Ms. Fox indicated that this was due to the resolution referencing the originalagreement and other previous documents, which were entered into when the bank was

called Bank One.

Ms. Fox added that the recommendation to approve the release of additional state funds,contingent upon an extension of the lease term, was arrived at through extensivecommunication between Commission staff and NURFC leadership, as well as consultationwith the Commission Chairman during the discussions. The staff recommendation iscontingent upon this condition because of the considerable risk involved in the project. Staffunderstands that the bank must approve this condition, as referenced in requirements 9 and10 of the resolution, for the release of funds from the State, and believes this is the best wayto protect the State’s investment.

Chairman Pizzuti asked for a motion to approve the resolution. Barbara Robinson moved to

approve resolution R-07-44 and this was seconded by Cynthia Thompson. The motioncarried with no opposition and one abstention from Otto Budig, who stated that he had beena donor to the project.

Johnny Appleseed Heritage Center (Ashland County) R-07-45

Mr. Wartel introduced the next project, which had previously received approval forexpenditure of funds from the Commission, but the local project sponsors were asked toreturn to give an update on the status of their operations and finances. State appropriationsfor Johnny Appleseed Heritage Center total $875,000, a portion of the total cost for the $1.8million project approved in 2003. The 1600 seat amphitheatre opened in June 2004.Financial difficulties led to staff layoffs and cancellation of the historic drama based on

Johnny Appleseed’s life, which was the centerpiece of the operation. At this point theorganization is being run with a volunteer board only. The Commission requested arecovery plan at its November 2006 meeting, however the submitted plan did not adequatelyaddress staff concerns. The 2006l resolution authorized the Commission staff to cooperatewith the local project sponsors in their financial recovery efforts and to secure real propertyas needed. The resolution also required submission of a financial recovery plan and someadditional reports from the project sponsors.

Project Manager Samantha Cothern added that information requested from the HeritageCenter included information that would allow Commission staff to assess the financialcondition of the organization, such as the monthly internally compiled profit and lossstatements and quarterly fundraising reports. Other information was requested to confirm

their financial condition, such as their 2006 federal tax form 990, certification of outstandingliabilities, and the absence of any liens on the property. Information as to the makeup of thecurrent board and how they were participating in activities such as fundraising was alsorequested, as was an update on their fundraising plans. Contracts for events scheduled for2007, (in order to see rental rates and how they were protecting themselves againstcancellations), and information on how events were being promoted, were additional itemsrequested. Finally, at the end of the season, a progress report on how the summerprogramming season went, with information such as attendance, number of events, costbenefit analysis, etc. was required. At this point, items from this list were either not received,




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or incomplete materials were received. Because of that, the Heritage Centerrepresentatives were asked to attend today’s meeting to provide the Commission with anupdate on how the summer programming season and recent fundraising have gone, and todescribe plans for 2008. Ms. Cothern introduced Hal Sheaffer, Treasurer of theorganization, and Gordon Black, President of the Heritage Center.

Mr. Wartel first asked to hear an update on fundraising efforts. He asked if 2007 fundraisingmet the targets that were laid out with the initial plan and how the organization is planning toget beyond day to day operations and address the debt situation.

Mr. Lehman then asked what information was actually received from the project sponsors.

Ms. Cothern said that she had received a financial statement at the end of August 2007,which is the basis of the financial review in the Commission meeting notebook. She alsoreceived copies of some of the posters that were used for promotions, but did not receiveany information on how those posters were used or how the events were promoted. Shealso received indication from Mr. Sheaffer that five possible new board members had beenidentified, but did not receive names or information about these people.

Mr. Sheaffer then told the Commission that the Heritage Center was not able to do a generalfundraising campaign this year, but a local corporation came forward with a significantpledge of $250,000 to be paid at $50,000 per year for five years. This will be used foroperations. The gift was not received until June of this year, not leaving time to benefitseason programming, thus 2007 was largely a year for maintenance of the facility. Severalsmall events were presented, with one rental from a gospel group of People’s BaptistChurch in Mansfield. A Shelby Boosters event was lost because a flood destroyed soundequipment. A drama group from Mansfield High School presented a Shakespeare play fortwo days.

Mr. Pizzuti summarized that it appeared that the answer to the question was that very little of

the proposed fundraising actually happened.

Mr. Wartel informed the Commission that the landlord, Muskingum Watershed ConservancyDistrict, has waived the requirement in the lease that the Johnny Appleseed historic dramabe presented, allowing the organization to concentrate on other programming activities. Mr.Wartel asked the sponsors to address how they intend to raise additional funds beyond thesingle corporate ‘angel’ donor.

Mr. Sheaffer stressed that it is vital for the organization to show it can operate the facility inorder to raise funds. He said that they have been able to retain and add to their volunteerbase and have been able to re-establish nearly every maintenance relationship involved inthe original construction, such as heating and electricity. Maintenance has been performed

with volunteer and contractor labor. He worries that the announcement of the end to thehistorical drama correlated to the public as a closing of the facility, making it difficult to bringup attendance. He said that in the coming year the organization expects to be more able topursue fundraising.

Mr. Wartel asked for a prospective description of 2008 operations.

Mr. Sheaffer replied that the Renaissance Theatre of Mansfield has agreed to rent theamphitheatre for 10 days in August to present the musical Into the Woods . The




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Renaissance Theatre will provide much of the resources for promotions and ticketing, andare providing the actors.

Mr. Wartel asked what other opportunities were available in the area.

Mr. Sheaffer responded that Virginia Imhoff is charged with the task of developing contacts

with the theatre department at Ohio State, but no contact has been made yet. The HeritageCenter is interested in creating more university contacts in the future.

Commission Member Thompson asked if the recovery plan had been received. Ms. Cothernnoted that parts were received in January, but it left some outstanding questions forCommission staff. Materials asked for since then were a result of these questions raised.

Ms. Fox stated that Commission staff is happy to hear of the ‘angel’ donor and the programsplanned by the Renaissance Theatre, but one of the Commission staff suggestions is topursue longer term partnerships. It seems that the outstanding debt and lack of an effort tosettle it, might stand in the way of forming or restoring the business relationships vital to theorganization’s success. She advised that in other cases she has seen that funds to pay off

debt are best collected via connections from board members, while the general public ismore apt to donate towards future programming. She asked for information on how theboard is addressing the debt, and confirmation that the debt is approximately $1,000,000.

Mr. Sheaffer confirmed that the debt figure of $1 million was accurate. He said theorganization has made mistakes historically in not presenting the total cost of the project tothe public and not asking for as much money as was truly needed. Approximately $236,000is owed to local banks, some of which has been demanded. $175,000 is owed to the localarchitect, though he has chosen not to pursue immediate repayment. The ‘angel’ donor isforgiving interest on the approximately $500,000 owed to her. Of the roughly $100,000 inother debt, most of the vendors have not contacted the Heritage Center to pursue collection.He expressed that they hope that by maintaining the facility, the public will feel more apt to

donate, and that creating university commitments might provide cast and crew to somedayagain produce the historical drama.

Commission Member Barbara Robinson stated that she believed Director Fox’s fundraisingrecommendations were correct, that it would be difficult to get donations toward debtpayment from beyond the close group of Board Members and their immediate contacts.She noted that there were no projections of cost vs. earnings for programming at the facility.

Ms. Fox noted that the Commission staff decided not to present a prepared Resolution tothe Commission, because actions from the last Resolution have not been undertaken. ThatResolution stands going forward, those reports need to be received, the recovery planneeds to be more robust, fundraising efforts need to be more robust, and debt retirement

needs to occur. There were timelines in the past Resolution that were not met, so if theCommission would like to set new timelines and reinforce the previous Resolution, the staffbelieves that would be appropriate.

Cynthia Thompson urged entertaining the alternate option of changing the organization’sleadership because it seems the local sponsors are not cooperating with Commission staffas required, even though staff has been very supportive. She asked for the Commissionstaff recommendation in regards to the options of changing the organization’s leadership or




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pairing them with another organization. Commission Member Julie Kunkel concurred withthe approach of taking more aggressive action.

Mr. Wartel informed the Commission that should a notice of default be issued, the sponsorswould have a 30 day cure period before the Commission would have the right to put in placea new operator for the facility, though the cure period may be extended or a notice of

termination deferred for a period of time by the Commission.

Ms. Fox detailed the conditions affecting Commission action. Through the agreements withMuskingum County Watershed, the Ohio Cultural Facilities Commission has the right via asublease to run the facility if the management agreement with the Johnny Appleseedorganization is cancelled. The management agreement requires the operator to remainsolvent, which they are not because they are unable to pay their debts. She indicated thatthe Commission may either pursue a timeline for choosing a partnership, or pursue thedefault option. She indicated that the ultimate goal from the Commission staff’s standpointis that culture be offered from this facility, regardless of operator, but that she wasn’t surewhich option would be best to achieve the desired result.

Mr. Sheaffer stressed his belief that the Johnny Appleseed organization is open to all adviceand assistance and that they have been successful in maintenance of the facility. Hebelieves that removing the Johnny Appleseed organization as the manager of the facilitywould result in significant damage to the facility through neglect, and noted that the facility isan asset of the state.

JAHCI President Gordon Black was asked to speak and reiterated that their organizationhas never had the funds to properly promote their programming and he hopes that creatinguniversity partnerships will help by bringing in audiences. Virginia Imhoff will be moreinvolved soon.

Member Budig queried Mr. Sheaffer on the lack of a plan of action or a list of contacts for

potential relationships, as well as and the evidence that there is no money to do anythingindependently. Mr. Sheaffer said that the Renaissance Theatre is the only theatre in thearea and that he doubts any local colleges have the resources to take over maintenance orrunning the facility.

Chairman Pizzuti suggested they be required to return to the February meeting with adefinitive relationship developed to assist operations.

Commission Member Lehman made a motion to direct Commission staff to examinealternatives that are available in the community or service area of the Johnny AppleseedCenter and to work both independently and in cooperation with the Johnny AppleseedCenter Inc., and come back to the Commission at its February 2008 meeting with a definitive

plan for action by this Commission, either through a default action against the operator,substitution of a manager, a partnership or any other appropriate resolution to the situation.

Commission Member Brandt seconded the motion, but stressed that the Commissionexpects the Johnny Appleseed Heritage Center, Inc. to participate with the Commission staffin the effort. Member Thompson agreed and stated that unresponsiveness by the JohnnyAppleseed group is unacceptable and unfair to the Commission staff.

Chairman Pizzuti called for a vote on the motion, which was unanimously approved.




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COSI Toledo – (Lucas County) R-07-46

Mr. Wartel introduced the COSI Toledo project. The state legislature appropriated $10million for the facility renovation in 1992 and an additional $1.9 million in 2005. There areapproximately $1 million dollars of the most recent appropriation unspent at this time.

These funds were put on hold by the Commission several years ago due to COSI Toledo’sflagging financial situation. COSI Toledo put property tax levies on the local ballots in 2006and 2007, both of which failed.

Project Manager LeeAnne Woods further added that Commission staff has been in periodiccommunications with COSI Toledo and understands that the levy was vital for continuationof operations, and thus the organization will be forced to close at year end. Guests LoriHauser, David Waterman, Board Chair, and Carl Nelson were introduced.

Mr. Wartel began the discussion by asking what resources the City of Toledo and LucasCounty have identified to assist in keeping COSI Toledo open.

Mr. Waterman replied that there was some hope of receiving $300,000 to $500,000 from acombination of county, city, state, and federal sources. This would allow time to approachtheir donor base, which is fatigued, in order to sustain operations for one year and seekanother levy. He said that they were largely receiving ideas and moral support and have notreceived significant financial promises. He feels hopeful that even if COSI Toledo closesthere is sufficient support to reopen it. However, it would be much more difficult to reopenthan to continue operations on a minimal level because the entire staff would be lost in theevent of closure.

Mr. Waterman also explained that he hopes the building is not re-purposed, but kept in itscurrent use, because COSI Toledo goes beyond science museum to provide educationaloutreach to the communities in northwest Ohio. An anonymous party has come forward to

potentially offer a short term donation to support operations for another year or two to givetime to pursue other options. He believes this to be the best real chance to avoid closure.

Mr. Waterman further stated that closing the facility will leave them unable to repay the Statefor its interests. Obligations to pay First Energy for utilities and the City of Toledo forinsurance on the building will be largely forgiven. Real estate taxes will not be an issue solong as their tax-exempt status doesn’t change. Mr. Waterman described various costs andhow they will be deferred or forgiven by the city and utility companies.

Commission Member Lehman asked if COSI Toledo was no longer connected to COSIColumbus and Mr. Waterman confirmed this. Mr. Lehman then asked how much it wouldcost to run COSI Toledo for one year. Mr. Waterman replied that $3.5 million would be a

reasonable number for solid operations, and they are currently operating on $2.4 million peryear, but this is not sustainable. He also explained that the only way that COSI Toledocould stay open would be through a significant donation by mid December. He expects toknow by then whether the potential anonymous donor would be helping them.

Mr. Lehman pressed Mr. Waterman for more financial details. Mr. Waterman indicated thatCOSI Toledo will likely be unable to get any State or Federal money in the short term due toslow turnaround. They are seeking $200,000 from the City of Toledo and $300,000 fromprivate sources.




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There was discussion by Commission Members Thompson and Budig with Mr. Watermanresponding, regarding lack of community support for COSI Toledo. Ms. Thompson lives inthe area and believes it to be a valuable resource. Mr. Waterman claimed unanimoussupport from local entities. He placed blame for the levy failure largely on low voter turnoutand the fact that the COSI Toledo levy was the only one of the four levies on the ballot to

introduce a new tax, and therefore it failed even though it would have cost only $5.21 peryear for the average homeowner. He said they would likely not seek another levy untilNovember 2008 because of likely voter turnout, though this would mean losing out on thewave of media coverage that followed the recent levy failure.

Mr. Wartel introduced resolution R-07-46, which reaffirms the resolution passed in 2006,with the authorization to assist COSI Toledo, secure real property and protect State interestsif necessary should the facility close, and COSI be in default on their agreements with theCommission. The Resolution also requests updated information from COSI Toledo.

At Mr. Lehman’s request, Ms. Fox briefed the Commission on the escrow funds for theproject. She said that under the management agreement with COSI Toledo, they are

required to pay six months of taxes, utilities, and insurance if they default on themanagement agreement. Ten years ago a calculation was made of what that amount wouldbe, and this was placed in escrow with the state treasury. That fund would not be sufficienttoday, so, per the terms of the management agreement, COSI Toledo would be obligated topay the balance of the six months of utilities, insurance, and taxes. Those costs will be partof the Commission staff’s discussion with COSI Toledo. Commission staff believes that allparties are better off if COSI Toledo does not close and this provision does not need to beinvoked. If the City is continues paying the insurance premiums and COSI Toledo’sagreement with the utility company stays in place to continue waving those costs, then thatwould be meeting most of that obligation.

Mr. Lehman expressed concern over whether the resolution gives the Commission staff the

authority to act on the Commission’s behalf in that event. Ms. Fox stated that section threedoes delegate that authority.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Lehmanmoved to adopt resolution R-07-46. Otto Budig seconded the motion. The motion carriedwith no opposition and one recusal from Adam Brandt.

Public Records Policy R-07-48

Mr. Wartel introduced this administrative item. The public records law enacted in September2007 requires that each state agency adopt a public records policy. Director Kathy Foxapproved a policy on September 26, 2007 and this resolution seeks Commission ratification

of that policy and the accompanying records retention schedule, which exactly follows thegeneral schedule as recommended by the Department of Administrative Services. Theresolution also authorizes the Executive Director to make updates to the policy from time,which are required by the Resolution to be reported back to the Commission, so long assuch changes conform to the Ohio Department of Administrative Services requirements.

Ms. Fox commented that staff has followed every component of the law in adopting andimplementing the public records policy, and it was appropriate for the Commission ratify it.




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Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Brandtmoved to approve resolution R-07-48. Cynthia Thompson seconded the motion. Themotion carried with no opposition and no recusals.

Item Removed from the Agenda

Mr. Wartel pointed out that the Sports CUA and CAF, which would have included resolutionR-07-47, has been deferred to the next Commission meeting so that further review canoccur.

Employee Handbook R-07-49

Mr. Wartel introduced resolution R-07-49, which would adopt a revised employee handbook.

Mr. Lehman asked if the sections relating to various types of leave spelled out in thehandbook were based on any model from DAS or other sources.

Ms. Fox responded that the original handbook was drafted by an attorney who is an expert

in employment law, and all subsequent modifications have been reviewed by attorneys inthe employment law section of the attorney general’s office. She stated that the employeeleave sections were based upon state law and DAS regulations.

Cynthia Thompson moved to approve the resolution. William Erdos seconded. The motioncarried with no opposition and no recusals.

Administrative Actions

As required by the Commission action that delegated certain small project approvals to theExecutive Director, Mr. Wartel described Administrative Action A-07-05, approved by

Executive Director Fox on November 2007. Vinton County Historical Society’s project wasapproved, including authorization to expend up to $50,000, subject to certain conditions.The Administrative Action becomes a part of the Commission’s journal through inclusion inthe meeting minutes. The authority to approve the projects via Administrative Action wasdelegated to the Executive Director in R-07-10. Five of the 24 projects that were delegatedin March 2007 have already been approved.

Ms. Fox then spoke regarding the 2008 Commission meeting schedule. The first meetingmust occur in February to allow time for new appointments and election of a newChairperson.

Chairman Pizzuti announced that he will not be seeking reappointment after expiration of his

current term. Chairman Pizzuti appointed a nominating Committee formed of Bill Erdos,Adam Brandt, and himself, to recommend a slate of officers at the next Commissionmeeting.

ADJOURNMENT Chairman Pizzuti asked for a motion for adjournment which was given by CommissionMember William Erdos. Commission Member Harry Lehman seconded the motion, andChairman Pizzuti called for a vote, which was unanimous. The November 29, 2007 meetingof the Ohio Cultural Facilities Commission was adjourned at 1:09 p.m.




RESOLUTIONS

The following resolutions, all of which were adopted at the November 29, 2007 meeting, areattached as Exhibit A to these Minutes and are incorporated into and made a part of theseMinutes:

Resolution No. R-07-34Resolution No. R-07-35Resolution No. R-07-36Resolution No. R-07-37Resolution No. R-07-38Resolution No. R-07-39Resolution No. R-07-40Resolution No. R-07-41Resolution No. R-07-42Resolution No. R-07-43Resolution No. R-07-44

Resolution No. R-07-46Resolution No. R-07-48Resolution No. R-07-49

*Please note Resolution No. R-07-47 was not used due to the deferral of an anticipatedagenda item, and No. R-07-45 was not used. The subject matter originally contemplated forR-07-45 was covered by a motion from Commission member Lehman (see page 17 ofthese Minutes).

ADMINISTRATIVE ACTIONS

The following administrative actions, which were signed by Executive Director Fox prior tothe November 29, 2007 meeting, are attached as Exhibit B to these Minutes and areincorporated into and made a part of these Minutes:

Administrative Action No. A-07-05

Respectfully submitted,

___________________________________ Ronald A. Pizzuti, Chairman

Documents

20-November 29 meeting minutes