OHIO CULTURAL FACILITIES COMMISSION

MINUTES OF NOVEMBER 29, 2007 MEETING

Members Attending: Chairperson Ronald A. Pizzuti, Vice Chair Barbara S. Robinson, and
Commission 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 Director

of 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, Assistant
Director/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 Historical
Society; 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 and
Gary Dowdell, National Underground Railroad Freedom Center; Hal Sheaffer and Gordon
Black, Johnny Appleseed Heritage Center, Inc.; David Waterman, Lori Hauser, and Carl
Nelson, COSI Toledo.

Call to Order and Approval of Minutes of Prior Meeting

Chairman Pizzuti called the Fourth Quarter 2007 Ohio Cultural Facilities Commission
Meeting to order at 10:09 a.m. by asking for a motion to approve the minutes of the August
16, 2007 Commission meeting. The motion was made by Commission Member Adam
Brandt and seconded by Member Barbara Robinson. Upon Chairman Pizzuti’s call for a
vote, the August 16, 2007 Commission meeting minutes were adopted with no corrections
or additions.

Call for Public Comment

Chairman Pizzuti called for public comment. There were no comments.

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

Executive Director’s Report

Ms. Fox welcomed the project sponsors attending the meeting and expressed appreciation
for their hard work and cooperation with Commission staff in preparation for the November
meeting.

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 1 of 21
Ms. Fox introduced several staff members hired since the recent restoration of operating
funds in the FY ’08-’09 budget:
• Barbara Witt who joined the Commission in October as Manager of Project Services.
Ms. Witt has 25 years of experience in information technology project management,
construction management, real estate development and staff leadership. She has a
BA in Economics and a MA in Management.
• LeeAnne Woods was promoted from Project Analyst to Project Manager. She has
an MBA and a JD and has been with the Commission since earlier this year.
• Bernard Cason has been working at the Commission since March as a contract
temp, and has now been hired on as a Project Analyst. Mr. Cason has a BA in
Business Administration and English and an MBA from Fisher College at Ohio State
University. He has professional experience in financial analysis and retail
management.
• Nicole Cheatham will be starting on Monday, December 3rd as a new Project Analyst.
She is currently an Analyst at Nationwide Insurance. She has a BA in Business
Administration with a major in Finance.
• Joe Cohen will be starting Monday, December 10th with the Commission as Project
Analyst. He has various management and financial analysis roles and has a BA in
Business Administration from Arizona State.
• Mandy Agler is the new Operations Coordinator. She has a BS in Molecular
Genetics. She has six years’ experience in research and office administration in
laboratories.
• Keith Wiley has joined the Commission as Management Information Coordinator. He
has eight years’ experience in database management. He has a Bachelor degree in
Music from Otterbein College.

Ms. Fox then informed the Commission that the staff has executed all legal agreements for
projects approved in the May 2007 meeting. Also, three sets of legal documents from the
August meeting are complete, plus four additional sets are already in progress. This means
the staff is on-track with the Commission policy of completing legal agreements within six
months of project approval. Legal documents from Western Reserve Historical Society and
the Horvitz Center for the Arts will be signed following the meeting, should those projects be
approved.

Ms. Fox then gave an update on the 2008-2009 Capital Budget. The legislature is indicating
that this bill will likely be introduced in spring, 2008, unlike the past three which have been
introduced in the fall.

Chairman Pizzuti then thanked the legislative members of the Commission for their
leadership in restoring the Commission’s operating budget. He then turned the floor over to
Assistant Director Dave Wartel to begin the project approval portion of the agenda.

Ohio Historical Society – Resolution R-07-34

Moving onto the first agenda item, Mr. Wartel introduced the Ohio Historical Society agenda
item for statewide site exhibit renovations and construction and statewide site repairs. He
then turned the floor over to Project Manager Samantha Cothern for an overview of the
project.

Ms. Cothern explained that OHS has previously received approval for statewide projects
from the Commission, but would now like Commission approval to move funds to different
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 2 of 21
projects due to shifting priorities or left-over contingency funds. She indicated that, rather
than the Commission approval being restricted to specific sites, the current proposal is for
the funds to be used at any OHS-managed sites that met certain criteria. The Commission
has previously approved OHS funding without listing specific sites as long as the following
criteria are met. The criteria for this project are: the project is located at a site that meets
definition 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 be
spent on sites which have been identified for deaccessioning. Mr. Kane explained that
some sites may be deaccessioned and that OHS must improve some sites in order for some
local sponsors to accept the transfer of property. Executive Director Fox explained that if
properties were transferred from OHS or state ownership to local ownership, the appropriate
legal documents would need to be signed between local organizations and the Commission
for the time when the state bonds would be outstanding.

Commission Member Otto Budig asked how contingencies are budgeted for projects and
whether leftover money can be moved to other projects. Mr. Kane stated that OHS is able
to move funds within an appropriation line item so long as the total expenditure does not
exceed the amount of the appropriation and the purpose matches the appropriation
description.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Lehman
moved to approve Resolution R-07-34. This was seconded by Barbara Robinson. There
was 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 arts
organization presents theatre programs and arts education and includes a child
development center. It has a $100,000 state capital appropriation through the Commission.

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

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

Mr. Wartel then described resolution R-07-35 as a standard cultural project resolution with
one extra stipulation. Due to the nature of the financial history of the organization, the
project sponsors have agreed to additional financial assurance, in the form of either a lien
position 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 15
years of the bond term, the State will be able to recoup its investment. Mr. Wartel then
presented R-07-35 for discussion.

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 3 of 21
Commission Member Lehman asked if the new Cuyahoga Arts and Culture organization
was up and running. Mr. Weingart replied that he expects the CAC will award $18 million in
grants 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 as
Shoenbrunn Amphitheatre. It received an appropriation of $100,000 in 2002. The project
was approved by the Commission in 2003, but due to problems in executing legal
agreements because of the ownership of the property, the project was never commenced.
When the project sponsor came back to the Commission recently, the Commission staff
began the assessment process again, due to the passage of time since the Commission’s
original approval. The property owners (Tuscarawas County Commissioners) were asked to
become 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 stage
and stage turntable, electrical upgrades, rebuilding of the horse shelter and fencing, and a
new roof and enclosure system for the pavilion. The Ohio Outdoor Historical Drama
Association 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 summer
performance season, and will resume in September. The project is slated to be completed
in May 2009 for the 2009 performance season. Ms. Cothern introduced Margaret
Bonamico, 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, a
second, and then called for the vote. Adam Brandt moved to approve and William Erdos
seconded. The motion carried with no opposition and no abstentions.

Holmes County Historical Society – Resolution R-07-37

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

Project Manager Cothern explained that this project will consist of replacing the roof with a
more 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 to
purchase an emergency backup generator. Re-pointing has already been completed and
roof replacement is to begin in spring 2008. Mark Boley was available by phone for
questions.

Mr. Wartel then presented resolution R-07-37, noting that the Commission staff
recommends approval.
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 4 of 21
Chairman Pizzuti asked for a motion, a second, and then called for the vote. Vice Chair
Barbara Robinson moved to approve resolution R-07-37 and this was seconded by Member
William 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 operating
funding, the staff has been unable to visit most of the sites. With the restored staffing level
it 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 operates
seven sites in five counties of northeast Ohio. The East Boulevard Campus is located in the
University Circle area of Cleveland and is a main cornerstone of their operations. This
campus includes a modern library, the Crawford Auto-Aviation Museum, and two historic
mansions, including the Hay-McKinney Mansion.

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

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

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

Mr. Holtzhauser responded that the Society has been restructuring in response to three
major revenue losses incurred two and a half years ago: loss of federal funding of $400,000
per year; reduced state funding from $800,000 per year down to $250,000 per year; and
reductions in endowment draw from 7.5% to 4.5% as recommended by the Society’s
investment committee. These losses amount to a decrease of about $1.25 million in their
revenue budget. The Society has been working to restructure and foresees a FY 2007
deficit 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 will
not 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 was
corporations and foundations in northeast Ohio. However, in recognition that the majority of
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 5 of 21
funding that goes to non-profits comes from individuals, the Society has recently hired a
Director of Individual Giving to expand funding from this source.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. A motion to
approve resolution R-07-38 was introduced by Barbara Robinson and seconded by Adam
Brandt. There was no further discussion. The motion carried with no opposition and no
recusals.

Trumbull County Historical Society – R-07-39

Mr. Wartel introduced the Trumbull County Historical Society project for work on a home
built in 1807, now used as a local history museum. The project received a $150,000
appropriation in the most recent capital bill.

Ms. Cothern explained that the project will entail rehabilitation of the interior and exterior of
this small house museum. Interior work includes plastering and painting, wood floor
refinishing, and installation of a furnace and hot water tank. Exterior work includes painting,
a new roof, and new fencing. The Society has provided estimates for the work and will use
the entire appropriation to complete the project. The project sponsor was available by
phone.

Mr. Wartel said that the staff recommends approval of resolution R-07-39, a standard
cultural project resolution, including authorization to spend the entire appropriation.

Commission Member Robinson asked if historical societies in general are required to

maintain the safety of their historic buildings, as to fire codes, accessibility, etc.

Mr. Wartel responded that in this case the legal agreements entered into with the
Commission require the project sponsor to have insurance and maintain the site.
Director Fox further clarified that in the case of sites operated by the Ohio Historical Society,
state statute spells out OHS’s relationship with the state and ensures that they maintain the
safety of such sites in return for approximately 75% of their operating budget coming from
the State of Ohio. Additionally, much of the funding coming through the Commission is
increasingly being used for capital improvements to address safety issues.

A question was fielded by Ms. Cothern as to how historical facilities are staffed. She said
that many, such as the Trumbull County Historical Society, are all volunteer staff, but others
have one or more paid staff. It depends on the county and the size and scope of the local
historical society. Ms. Cothern said that the OCFC staff looks at this issue in making
recommendations, and in this case the volunteer handling construction administration is
retired and will likely be on site for the duration of the project.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Member
Thompson moved to approve resolution R-07-39. This was seconded by Member
Robinson. There was no further discussion. The motion carried with no opposition and no
abstentions.

King Arts Complex (Columbus) - R-07-40

Mr. Wartel introduced the King Arts Complex, which is to receive $150,000 from a $500,000
appropriation for the King Lincoln Arts and Entertainment District in the 2006 capital bill.
One unique aspect of the King Arts Complex project is that their two main buildings have
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 6 of 21
two separate owners: the City of Columbus and the York Masons Building Association. In
each case, the building leases have terms inconsistent with the Commission’s standard
cooperative use agreement. Because of this, the Commission is requesting that some of
the local sponsor’s funds be set aside for repayment of the State investment in the event
that leasing of these buildings is terminated before the full term of the cooperative use
agreement.

Project Manager LeeAnne Woods explained that several projects will be completed with the
state appropriation, the largest being an interactive Goree Island display. This is a
recreation of the corridor leading to the 'doorway of no return', the doorway slaves exited to
board slave ships to cross the Atlantic. This exhibit will complement the Middle Passage
exhibit which was previously installed. Other projects include replacement of an exterior
sidewalk, replacement of fire system components, installation of a new sump pump, water
guards, water proofing treatment and mold prevention, and lighting and curtain upgrades for
the theatre. The total budget is $155,000 with a state appropriation of $150,000. All
projects are either complete, in process, or will begin within the next few months. The
Goree Island exhibit is slated to be completed January 15, 2008. The unveiling and ribbon
cutting has been scheduled for the January 21st Martin Luther King, Jr. birthday celebration.
Ms. Woods introduced Barbara Nicholson, Executive Director, and Darla Reed, Facilities
Director.

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

Mr. Lehman asked if the Commission had previously acted on the other $350,000 from the
state 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 the
Commission.

Mr. Lehman inquired whether the King Arts Complex will be asking for more funding from
the next capital budget. Ms. Nicholson replied that they will not, but she couldn't speak for
the Lincoln Theatre group. There was some discussion as to the ownership of buildings on
the property. Ms. Fox noted that staff had done a site visit for this project, since it is located
in 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 looking
to purchase the building. She said that the building is not in danger of being sold to any
other 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. Member
Thompson moved to approve resolution R-07-40, Member Robinson seconded. The motion
carried with no opposition and no recusals.

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 7 of 21
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 times
as I called, as this was the first time we'd gone through this process, they were absolutely
wonderful, and never did I get a feel that we were annoying them. Starting from the
Executive Director all the way down, I think we had great guidance and you need to hear
how 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 she
is a highly capable arts administrator and very likely to get what is needed on the property
leases.

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. It
previously received a $1,000,000 appropriation in 1999. It opened in 1996 as a science and
technology 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 exhibits
which offer hands-on learning with a focus on math and electricity. The project is budgeted
at $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, Director
of Development for The Works.

Mr. Wartel introduced resolution R-07-41, which is a standard resolution, authorizing

expenditure of the entire $75,000 appropriation.

Commission Member Budig inquired as to the nature of the private contributions referenced
as a funding source in the Project Analysis and Staff Recommendation. Ms. Woods replied
that the 'cash on hand' referenced in the materials included various grants already received
and the ‘private contributions’ consisted of a single contribution from the Lefevre
Foundation. An award letter from the Lefevre Foundation and supporting documentation for
the other grants are included in the exhibits to the Project Analysis and Staff
Recommendation.

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 school
tour program. Parts of nine counties have been reached, with the only major restriction
being lack of busing for some schools. Mr. Brandt asked if there was any affiliation with
Denison University. Ms. Wilson said there is no current direct affiliation; however some
volunteers come from Denison. Ms. Fox commented that some museums have begun
creating endowments to cover transportation costs for schools. Ms. Wilson noted that The
Works has begun discussions with some potential donors to offer scholarships for students
who take art classes. Newark City Schools was unable to pass a recent levy, so
discussions are in early stages.

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

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 8 of 21
Wood County Historical Center and Museum R-07-42

Mr. Wartel introduced the next project, which received a $220,000 appropriation. The
project is on the site of the historic poor farm and Wood County Infirmary. The site is
operated through a contract with the Wood County Historical Society. The project sponsor
here 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 the
beginning of the meeting. Changes include: 1) acknowledgement of legal agreements
between the County and the Historical Society; 2) requiring the 501(c) (3) Historical Society
to provide evidence of good standing with the State and the IRS; and 3) an item about
insurance coverage, because of the relationship between the County and the Historical
Society.

Director Fox added that the updated resolution was the result of comments generated
during a briefing call with Member Lehman, due to the fact that the County owns the land
but the Historical Society will carry out the programming and will be responsible for
completing all the requirements. The Historical Society was assigned the requirements that
are 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 on
two stories of the building. The wood decking, post railings, and handicap ramps have
rotted and will be replaced with pressure-treated or mahogany wood to match the original
design. These porches wrap around 3 sides of the mid-1800s former infirmary. The project
is budgeted at $435,000 with a state appropriation of $220,000. The project is scheduled to
begin in January of 2008. The project sponsor was available by phone in the event that
there were questions they needed to answer.

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

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

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Barbara
Robinson 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, established
in 1824. The Horvitz Center will be the new visual arts center on the campus, which will
include 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 the
Horvitz Center. The center is comprised of two buildings. In the art history building, a
museum will offer interpretive art and cultural artifacts for the public to enjoy. The studio art
building will house temporary exhibits of contemporary art by faculty and visiting artists. The
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 9 of 21
college is in the process of completing fundraising and construction is anticipated to begin in
September 2008. Ms. Woods introduced guests Georgia Nugent, President of Kenyon
College; Sarah Kahrl, Vice President of College Relations; and Meg Galipault, Director of
Corporate and Foundation Relations.

Ms. Nugent then addressed the Commission. She expressed excitement that this project is
a new cultural project. She noted that Kenyon College has a long track record in reaching
out to the community in presenting culture. Also, Kenyon has a history of reaching out to
area schools and pupils to enrich the learning experience, including through the arts, and
offering high school students the opportunity to earn college credit. She emphasized the
regional impact the project will have, as there is nothing like it in the area, and Kenyon
College intends this space as a place for the public.

Ms. Kahrl then spoke about funding. Kenyon began fundraising with two $10,000,000 gifts
from a Kenyon trustee and a longtime alumni supporter, plus a landmark $1.8 million
contribution from the Arial Corporation, the largest employer in the area. The State of Ohio
appropriation has galvanized support, enabling the raising of an additional $2.3 million from
alumni, a $3 million challenge from two alumni, plus Kenyon has set aside $2 million to fund
infrastructure improvements that are necessary to the building. This will be the first ‘green’
building at the College. Fundraising totals $30 million toward the $39 million project.

Mr. Wartel noted that because fundraising is ongoing, the staff is recommending approval of
a memorandum of understanding (MOU). The resolution would include the determination of
need for the facility in the region of the state where it is located, and would authorize
execution of the (MOU). The MOU would set the stage for final Commission approval once
the balance of the needed funds has been committed in writing by donors.

Mr. Lehman stated his enthusiasm for the project. He urged careful consideration by the
Kenyon representatives in pursuing State Bond funding, because of the legal entanglements
involved. He then reminisced about the opening of a theatre at Kenyon at which he saw
Paul Newman and Joanne Woodward 30 years ago.

Member Barbara Robinson asked if the fundraising is limited to designated funds or if some
general fundraising monies will be available in case full funding is not reached.

President Nugent responded that this project’s fundraising is part of a larger comprehensive
$230 million campaign. Designated funds are being raised as well. She also highlighted the
College’s connections to Columbus through programming, visiting artists, and work with the
Columbus Museum of Art.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Lehman
moved to approve resolution R-07-43, seconded by Otto Budig. The motion carried with no
opposition, and with one recusal, by Julie Kunkel.

The National Underground Railroad Freedom Center (Cincinnati) R-07-44

Mr. Wartel introduced the National Underground Railroad Freedom Center (NURFC), which
has been before the Commission several times, previously receiving approximately $12.5
million in state appropriations for construction of the facility in the form of general revenue
funds and bond funds. Construction was completed in 2004. The current appropriation is
for $2 million. The project budget was more than $117 million, $32 million of which were
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 10 of 21
pre-opening expenses. There were $2 million in operating deficits incurred the first two
years.

Initial funding included $50 million in local bonds. Part of the proceeds from fundraising was
invested to earn income, while a loan was taken out through a consortium of banks. The
intention was that interest earned, beyond that necessary to pay for the loan, would
eventually to fund an endowment for Center operations. Because the capital campaign fell
short of final project cost, the project sponsor is seeking approval to have the future interest
earned from the investments be counted in the full funding equation. Commission staff has
recommended this approach in the Project Assessment and Staff Report, but only under
certain conditions.

Mr. Wartel noted that the unusual nature of this project, with changes and shortfalls to the
original plan, warrants significant additional analysis, and extra materials were included in
the notebook to this effect. He then introduced Project Manager Tony Capaci.

Mr. Capaci pointed out that post-depreciation deficits for 2004-2006 totaled $3.4 million.
Commission staff has estimated that the deficits for 2007 will be $3.2 million. Depreciation
is approximately 4.4% annually, so the pre-depreciation surplus for those four years is
approximately $8 million. This pre-depreciation surplus was achieved by a one-time Bridge
to the Future campaign which raised $10 million. This infusion of funds has put NURFC in a
position to meet the bank’s covenants for the loan.

Mr. Capaci stated that Commission staff have several reservations about the sustainability
of NURFC. Operating expenses must be reduced $890,000 in 2007. Costs must be
reduced an additional $1.25 million while maintaining existing revenues, if the Freedom
Center is to meet the targeted $500,000 pre-depreciation surplus in 2008, plus the market
must perform reasonably well. Additionally, assuming a 7-10 year useful life, the current
exhibits, which originally cost $18 million, would need to be replaced in 4-7 years at a cost
yet to be determined. Finally, staff are concerned that NURFC will encounter ‘donor
fatigue’, as it has recently conducted a capital campaign, Bridge to the Future , as well as
annual fund campaigns in recent years.

Mr. Wartel informed the Commission that additional measures were added to the resolution
to address sustainability questions, including a leasehold interest through 2022. The State
already has a lease agreement for the first $12.5 million put in to the operation, which is set
to expire in 2011, so staff is recommending this be extended through the 15 year term of the
cooperative use agreement that precede any payments being made out of this new state
appropriation. The extended leasehold interest will continue to place the State in first lien
position, should the bank need to call in its loan or the property, which is collateral,. In
addition, NURFC must clear up other existing liens that should not have been allowed to be
placed against the property. Previously, NURFC had agreed to obtain a letter of credit
payable to the Commission in the event that NURFC failed financially and the Commission
needed to pursue a change in management under our lease and management. NURFC did
not follow through on that contractual obligation, so the current resolution would require the
funds equal to six months of utilities, insurance and taxes to be deposited in an escrow
account in the Commission’s special account with the Treasurer of State. This is a common
measure taken by the Commission with projects that are operating under the Lease and
Management Agreement legal documents.

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 11 of 21
Mr. Wartel welcomed Don Murphy, CEO of the National Underground Railroad Freedom
Center, and Gary Dowdell, CFO/COO.

Mr. Lehman asked the guests if they would be requesting an additional appropriation in the
next capital bill, to which they replied they would. Mr. Dowdell commented that part of the
original 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 more
from the combination of the current appropriation of $2 million plus $850,000 from a new
appropriation being sought in the next capital bill. He indicated that this would complete
what 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 the
facility on a number of occasions when he was in Cincinnati. Mr. Pizzuti observed that the
exhibitions were substantially the same as at the opening of the facility. He asked how
attendance figures are, with the problems of insufficient funds to change exhibits. Mr.
Murphy confirmed that budget shortfalls have affected attendance. He noted several ways
in which the Center has sought to engage the public without changing exhibits, such as
Freedom 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 invited
local artists to suggest ways to appeal to a wide variety of audiences. He said that there is
an endowment campaign to raise funds for changing exhibits. Mr. Dowdell added that 2006
was the first year of heavy involvement in changing exhibits. Before this they had relied on
being a new facility in the area.

Mr. Dowdell noted that a recent market analysis shows only about 10% of the local market
has been penetrated, leaving much room to grow. Chairman Pizzuti advised more
statewide promotion because Ohioans are largely unaware of the Center’s existence, and it
is 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 the
Freedom Center’s programs on the road across the nation to corporate fundraisers. More
are planned in the year ahead. He believes this model is working well because the Center
has a national significance and has a national board.

There was discussion regarding marketing. The Bengals have posted NURFC ads on
scoreboards and donated players for community events. Phil Castellini, Senior Vice
President of Operations for the Cincinnati Reds, is on the NURFC board of directors. Oprah
Winfrey has in the past donated funds for her very popular exhibit, but has been difficult to
reach 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 their
business model. This includes significant reductions to salaries and overhead. Recruitment
has 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 the
legislature.

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 12 of 21
Mr. Dowdell replied that this commitment dates to before construction, at least 8 to 10 years
to before he joined the Center in 2004, and the commitment is nearly completed.
Representative Webster noted that any give Ohio General Assembly cannot make
commitments for future General Assembly, and with term limits if this commitment was
made 8 or 10 years ago, the people who made the commitment are no longer in the
legislature. 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 as
well.

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

Commission Member Thompson asked Mr. Murphy and Mr. Dowdell how long they had
been 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 and
his wife committed to work on certain issues, such as modern day slavery. He said he felt
this work was his calling in life and he feels this position is an opportunity to respond to that
calling.

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

Mr. Wartel then introduced resolution R-07-44, which confirms findings made in previous
resolutions 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 the
establishment of an escrow account. The resolution also confirms the previous
authorization to execute legal agreements, which in this case will be a lease extension, a
cooperative use agreement, and the termination of the existing management agreement in
favor of the cooperative use agreement. He presented the resolution for discussion.

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

Don Murphy said “we are comfortable with them and we had a great deal of discussion with
the staff on this, and the staff has been very helpful in getting us where we are. This has
been 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 us
and work through this. We have gotten more and more comfortable with this as we’ve gone
on and worked with our banks on this as well.”

Mr. Dowdell cautioned that the banks are currently looking over the requirements and he
believes that the extension of the lease term is a concern for them. He believes it will
probably be approved, but may increase the cost of borrowing. Currently NURFC pays
about 1.25% for the bank’s letter of credit, but with the extended lease term the bank may
decide there is additional risk and increase the interest rate.
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 13 of 21
Mr. Pizzuti asked if a mistake was made in the resolution by mentioning Bank One North
America, which has since changed to Chase Bank.

Mr. Wartel and Ms. Fox indicated that this was due to the resolution referencing the original
agreement 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 extensive
communication between Commission staff and NURFC leadership, as well as consultation
with the Commission Chairman during the discussions. The staff recommendation is
contingent upon this condition because of the considerable risk involved in the project. Staff
understands that the bank must approve this condition, as referenced in requirements 9 and
10 of the resolution, for the release of funds from the State, and believes this is the best way
to 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 motion
carried with no opposition and one abstention from Otto Budig, who stated that he had been
a donor to the project.

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

Mr. Wartel introduced the next project, which had previously received approval for
expenditure of funds from the Commission, but the local project sponsors were asked to
return to give an update on the status of their operations and finances. State appropriations
for Johnny Appleseed Heritage Center total $875,000, a portion of the total cost for the $1.8
million 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 the
organization is being run with a volunteer board only. The Commission requested a
recovery plan at its November 2006 meeting, however the submitted plan did not adequately
address staff concerns. The 2006l resolution authorized the Commission staff to cooperate
with the local project sponsors in their financial recovery efforts and to secure real property
as needed. The resolution also required submission of a financial recovery plan and some
additional reports from the project sponsors.

Project Manager Samantha Cothern added that information requested from the Heritage
Center included information that would allow Commission staff to assess the financial
condition of the organization, such as the monthly internally compiled profit and loss
statements and quarterly fundraising reports. Other information was requested to confirm
their financial condition, such as their 2006 federal tax form 990, certification of outstanding
liabilities, and the absence of any liens on the property. Information as to the makeup of the
current board and how they were participating in activities such as fundraising was also
requested, as was an update on their fundraising plans. Contracts for events scheduled for
2007, (in order to see rental rates and how they were protecting themselves against
cancellations), and information on how events were being promoted, were additional items
requested. Finally, at the end of the season, a progress report on how the summer
programming season went, with information such as attendance, number of events, cost
benefit analysis, etc. was required. At this point, items from this list were either not received,
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 14 of 21
or incomplete materials were received. Because of that, the Heritage Center
representatives were asked to attend today’s meeting to provide the Commission with an
update on how the summer programming season and recent fundraising have gone, and to
describe plans for 2008. Ms. Cothern introduced Hal Sheaffer, Treasurer of the
organization, and Gordon Black, President of the Heritage Center.

Mr. Wartel first asked to hear an update on fundraising efforts. He asked if 2007 fundraising
met the targets that were laid out with the initial plan and how the organization is planning to
get 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 also
received copies of some of the posters that were used for promotions, but did not receive
any information on how those posters were used or how the events were promoted. She
also received indication from Mr. Sheaffer that five possible new board members had been
identified, 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 general
fundraising campaign this year, but a local corporation came forward with a significant
pledge of $250,000 to be paid at $50,000 per year for five years. This will be used for
operations. The gift was not received until June of this year, not leaving time to benefit
season programming, thus 2007 was largely a year for maintenance of the facility. Several
small events were presented, with one rental from a gospel group of People’s Baptist
Church in Mansfield. A Shelby Boosters event was lost because a flood destroyed sound
equipment. A drama group from Mansfield High School presented a Shakespeare play for
two 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 Conservancy
District, has waived the requirement in the lease that the Johnny Appleseed historic drama
be 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 the
single corporate ‘angel’ donor.

Mr. Sheaffer stressed that it is vital for the organization to show it can operate the facility in
order to raise funds. He said that they have been able to retain and add to their volunteer
base and have been able to re-establish nearly every maintenance relationship involved in
the 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 the
historical drama correlated to the public as a closing of the facility, making it difficult to bring
up attendance. He said that in the coming year the organization expects to be more able to
pursue fundraising.

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

Mr. Sheaffer replied that the Renaissance Theatre of Mansfield has agreed to rent the
amphitheatre for 10 days in August to present the musical Into the Woods. The
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 15 of 21
Renaissance Theatre will provide much of the resources for promotions and ticketing, and
are 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 Heritage
Center is interested in creating more university contacts in the future.

Commission Member Thompson asked if the recovery plan had been received. Ms. Cothern
noted that parts were received in January, but it left some outstanding questions for
Commission 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 programs
planned by the Renaissance Theatre, but one of the Commission staff suggestions is to
pursue longer term partnerships. It seems that the outstanding debt and lack of an effort to
settle it, might stand in the way of forming or restoring the business relationships vital to the
organization’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 is
more apt to donate towards future programming. She asked for information on how the
board 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 the
organization has made mistakes historically in not presenting the total cost of the project to
the public and not asking for as much money as was truly needed. Approximately $236,000
is owed to local banks, some of which has been demanded. $175,000 is owed to the local
architect, though he has chosen not to pursue immediate repayment. The ‘angel’ donor is
forgiving interest on the approximately $500,000 owed to her. Of the roughly $100,000 in
other 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 someday
again produce the historical drama.

Commission Member Barbara Robinson stated that she believed Director Fox’s fundraising
recommendations were correct, that it would be difficult to get donations toward debt
payment 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 to
the Commission, because actions from the last Resolution have not been undertaken. That
Resolution stands going forward, those reports need to be received, the recovery plan
needs 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 the
Commission would like to set new timelines and reinforce the previous Resolution, the staff
believes that would be appropriate.

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

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 16 of 21
pairing them with another organization. Commission Member Julie Kunkel concurred with
the approach of taking more aggressive action.

Mr. Wartel informed the Commission that should a notice of default be issued, the sponsors
would have a 30 day cure period before the Commission would have the right to put in place
a 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 with
Muskingum County Watershed, the Ohio Cultural Facilities Commission has the right via a
sublease to run the facility if the management agreement with the Johnny Appleseed
organization is cancelled. The management agreement requires the operator to remain
solvent, which they are not because they are unable to pay their debts. She indicated that
the Commission may either pursue a timeline for choosing a partnership, or pursue the
default option. She indicated that the ultimate goal from the Commission staff’s standpoint
is that culture be offered from this facility, regardless of operator, but that she wasn’t sure
which option would be best to achieve the desired result.

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

JAHCI President Gordon Black was asked to speak and reiterated that their organization
has never had the funds to properly promote their programming and he hopes that creating
university partnerships will help by bringing in audiences. Virginia Imhoff will be more
involved 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 anything
independently. Mr. Sheaffer said that the Renaissance Theatre is the only theatre in the
area and that he doubts any local colleges have the resources to take over maintenance or
running the facility.

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

Commission Member Lehman made a motion to direct Commission staff to examine

alternatives that are available in the community or service area of the Johnny Appleseed
Center and to work both independently and in cooperation with the Johnny Appleseed
Center 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 Commission
expects the Johnny Appleseed Heritage Center, Inc. to participate with the Commission staff
in the effort. Member Thompson agreed and stated that unresponsiveness by the Johnny
Appleseed group is unacceptable and unfair to the Commission staff.

Chairman Pizzuti called for a vote on the motion, which was unanimously approved.
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 17 of 21
COSI Toledo – (Lucas County) R-07-46

Mr. Wartel introduced the COSI Toledo project. The state legislature appropriated $10
million for the facility renovation in 1992 and an additional $1.9 million in 2005. There are
approximately $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’s
flagging financial situation. COSI Toledo put property tax levies on the local ballots in 2006
and 2007, both of which failed.

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

Mr. Wartel began the discussion by asking what resources the City of Toledo and Lucas
County 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 a
combination of county, city, state, and federal sources. This would allow time to approach
their donor base, which is fatigued, in order to sustain operations for one year and seek
another levy. He said that they were largely receiving ideas and moral support and have not
received significant financial promises. He feels hopeful that even if COSI Toledo closes
there is sufficient support to reopen it. However, it would be much more difficult to reopen
than to continue operations on a minimal level because the entire staff would be lost in the
event of closure.

Mr. Waterman also explained that he hopes the building is not re-purposed, but kept in its
current use, because COSI Toledo goes beyond science museum to provide educational
outreach 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 give
time 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 State
for its interests. Obligations to pay First Energy for utilities and the City of Toledo for
insurance on the building will be largely forgiven. Real estate taxes will not be an issue so
long as their tax-exempt status doesn’t change. Mr. Waterman described various costs and
how they will be deferred or forgiven by the city and utility companies.

Commission Member Lehman asked if COSI Toledo was no longer connected to COSI
Columbus and Mr. Waterman confirmed this. Mr. Lehman then asked how much it would
cost 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 per
year, but this is not sustainable. He also explained that the only way that COSI Toledo
could stay open would be through a significant donation by mid December. He expects to
know by then whether the potential anonymous donor would be helping them.

Mr. Lehman pressed Mr. Waterman for more financial details. Mr. Waterman indicated that
COSI Toledo will likely be unable to get any State or Federal money in the short term due to
slow turnaround. They are seeking $200,000 from the City of Toledo and $300,000 from
private sources.
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 18 of 21
There was discussion by Commission Members Thompson and Budig with Mr. Waterman
responding, regarding lack of community support for COSI Toledo. Ms. Thompson lives in
the area and believes it to be a valuable resource. Mr. Waterman claimed unanimous
support from local entities. He placed blame for the levy failure largely on low voter turnout
and 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 per
year for the average homeowner. He said they would likely not seek another levy until
November 2008 because of likely voter turnout, though this would mean losing out on the
wave 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 interests
if necessary should the facility close, and COSI be in default on their agreements with the
Commission. The Resolution also requests updated information from COSI Toledo.

At Mr. Lehman’s request, Ms. Fox briefed the Commission on the escrow funds for the
project. 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 the
management agreement. Ten years ago a calculation was made of what that amount would
be, and this was placed in escrow with the state treasury. That fund would not be sufficient
today, so, per the terms of the management agreement, COSI Toledo would be obligated to
pay the balance of the six months of utilities, insurance, and taxes. Those costs will be part
of the Commission staff’s discussion with COSI Toledo. Commission staff believes that all
parties are better off if COSI Toledo does not close and this provision does not need to be
invoked. If the City is continues paying the insurance premiums and COSI Toledo’s
agreement with the utility company stays in place to continue waving those costs, then that
would 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 three
does delegate that authority.

Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Lehman
moved to adopt resolution R-07-46. Otto Budig seconded the motion. The motion carried
with 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 September
2007 requires that each state agency adopt a public records policy. Director Kathy Fox
approved a policy on September 26, 2007 and this resolution seeks Commission ratification
of that policy and the accompanying records retention schedule, which exactly follows the
general schedule as recommended by the Department of Administrative Services. The
resolution 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 as
such changes conform to the Ohio Department of Administrative Services requirements.

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

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 19 of 21
Chairman Pizzuti asked for a motion, a second, and then called for the vote. Mr. Brandt
moved to approve resolution R-07-48. Cynthia Thompson seconded the motion. The
motion 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 resolution
R-07-47, has been deferred to the next Commission meeting so that further review can
occur.

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 the
handbook 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 in
the employment law section of the attorney general’s office. She stated that the employee
leave sections were based upon state law and DAS regulations.

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

Administrative Actions

As required by the Commission action that delegated certain small project approvals to the
Executive Director, Mr. Wartel described Administrative Action A-07-05, approved by
Executive Director Fox on November 2007. Vinton County Historical Society’s project was
approved, 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 in
the meeting minutes. The authority to approve the projects via Administrative Action was
delegated to the Executive Director in R-07-10. Five of the 24 projects that were delegated
in March 2007 have already been approved.

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

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 Commission
meeting.

ADJOURNMENT
Chairman Pizzuti asked for a motion for adjournment which was given by Commission
Member William Erdos. Commission Member Harry Lehman seconded the motion, and
Chairman Pizzuti called for a vote, which was unanimous. The November 29, 2007 meeting
of the Ohio Cultural Facilities Commission was adjourned at 1:09 p.m.
S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 20 of 21
RESOLUTIONS

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

Resolution No. R-07-34

Resolution No. R-07-35
Resolution No. R-07-36
Resolution No. R-07-37
Resolution No. R-07-38
Resolution No. R-07-39
Resolution No. R-07-40
Resolution No. R-07-41
Resolution No. R-07-42
Resolution No. R-07-43
Resolution No. R-07-44
Resolution No. R-07-46
Resolution No. R-07-48
Resolution No. R-07-49

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

ADMINISTRATIVE ACTIONS

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

Administrative Action No. A-07-05

Respectfully submitted,

___________________________________
Ronald A. Pizzuti, Chairman

S:\COMMISSION PROCEEDINGS & INFO\2007-11-29 Commission Meeting\Meeting Minutes\November 29 meeting minutes.doc

Page 21 of 21